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Exhibit 99.1
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
INDEX
Consolidated Financial Statements and Supplementary Data
| | | | |
| | Page | |
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Report of Independent Registered Public Accounting Firm | | | 1 | |
Financial Statements: | | | | |
Consolidated Balance Sheets at December 31, 2013 and 2012 | | | 2 | |
Consolidated Statements of Operations and Other Comprehensive Income for the years ended December 31, 2013, 2012 and 2011 | | | 3 | |
Consolidated Statements of Equity for the years ended December 31, 2013, 2012 and 2011 | | | 4 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 | | | 5 | |
Notes to Consolidated Financial Statements | | | 7 | |
Real Estate and Accumulated Depreciation (Schedule III) | | | 42 | |
Schedules not filed:
All schedules other than the one listed in the Index have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Inland Diversified Real Estate Trust, Inc.:
We have audited the accompanying consolidated balance sheets of Inland Diversified Real Estate Trust, Inc. and subsidiaries (the "Company") as of December 31, 2013 and 2012, and the related consolidated statements of operations and other comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2013. In connection with our audits of the consolidated financial statements, we have also audited the financial statement schedule III. These consolidated financial statements and financial statement schedule III are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule III based on our audits.
We conducted our audits 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Inland Diversified Real Estate Trust, Inc. and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule III, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in note 1 to the consolidated financial statements, on February 9, 2014, the Company entered into an agreement and plan of merger, which is subject to a number of closing conditions.
/s/ KPMG LLP
Chicago, Illinois
March 13, 2014
1
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
Consolidated Balance Sheets
(Dollars in thousands, except per share amounts)
| | | | | | | |
| | December 31, | |
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| | 2013 | | 2012 | |
---|
Assets | | | | | | | |
Investment properties: | | | | | | | |
Land | | $ | 304,971 | | $ | 302,013 | |
Building and improvements | | | 1,353,212 | | | 1,333,268 | |
Construction in progress | | | 9,322 | | | 2,637 | |
| | | | | |
| | | | | | | |
Total | | | 1,667,505 | | | 1,637,918 | |
Less accumulated depreciation | | | (94,544 | ) | | (46,134 | ) |
| | | | | |
| | | | | | | |
Net investment properties | | | 1,572,961 | | | 1,591,784 | |
Cash and cash equivalents | | | 32,233 | | | 36,299 | |
Restricted cash and escrows | | | 5,616 | | | 4,059 | |
Investment in marketable securities | | | 34,070 | | | 40,941 | |
Investment in unconsolidated entities | | | 485 | | | 249 | |
Accounts and rents receivable (net of allowance of $2,285 and $1,159, respectively) | | | 17,023 | | | 11,367 | |
Acquired lease intangibles, net | | | 194,759 | | | 219,523 | |
Deferred costs, net | | | 6,677 | | | 7,205 | |
Other assets | | | 8,294 | | | 14,695 | |
Assets held for sale, net | | | 455,480 | | | 467,401 | |
| | | | | |
| | | | | | | |
Total assets | | $ | 2,327,598 | | $ | 2,393,523 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
Liabilities and Equity | | | | | | | |
Mortgages, credit facility and securities margin payable | | $ | 1,005,593 | | $ | 1,006,742 | |
Accounts payable and accrued expenses | | | 7,873 | | | 6,222 | |
Distributions payable | | | 6,009 | | | 5,831 | |
Accrued real estate taxes payable | | | 4,699 | | | 4,390 | |
Deferred investment property acquisition obligations | | | 29,203 | | | 70,580 | |
Other liabilities | | | 6,566 | | | 7,968 | |
Acquired below market lease intangibles, net | | | 45,732 | | | 49,031 | |
Due to related parties | | | 2,074 | | | 2,532 | |
Liabilities held for sale, net | | | 256,029 | | | 259,029 | |
| | | | | |
| | | | | | | |
Total liabilities | | | 1,363,778 | | | 1,412,325 | |
| | | | | |
| | | | | | | |
Commitments and contingencies | | | | | | | |
Redeemable noncontrolling interests | | | 67,950 | | | 47,215 | |
Equity: | | | | | | | |
Preferred stock, $.001 par value, 40,000,000 shares authorized, none outstanding | | | — | | | — | |
Common stock, $.001 par value, 2,460,000,000 shares authorized, 117,809,586 and 114,727,439 shares issued and outstanding as of December 31, 2013 and December 31, 2012, respectively | | | 118 | | | 115 | |
Additional paid in capital, net of offering costs of $118,182 as of December 31, 2013 and December 31, 2012 | | | 1,053,472 | | | 1,024,289 | |
Accumulated distributions and net income | | | (160,423 | ) | | (90,138 | ) |
Accumulated other comprehensive income (loss) | | | 2,703 | | | (283 | ) |
| | | | | |
| | | | | | | |
Total equity | | | 895,870 | | | 933,983 | |
| | | | | |
| | | | | | | |
Total liabilities and equity | | $ | 2,327,598 | | $ | 2,393,523 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
See accompanying notes to consolidated financial statements.
2
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
Consolidated Statements of Operations and Other Comprehensive Income
(Dollars in thousands, except per share amounts)
| | | | | | | | | | |
| | Year Ended December 31, | |
---|
| | 2013 | | 2012 | | 2011 | |
---|
Income: | | | | | | | | | | |
Rental income | | $ | 140,763 | | $ | 90,705 | | $ | 50,820 | |
Tenant recovery income | | | 35,565 | | | 21,176 | | | 12,340 | |
Other property income | | | 9,480 | | | 1,483 | | | 1,270 | |
| | | | | | | |
| | | | | | | | | | |
Total income | | | 185,808 | | | 113,364 | | | 64,430 | |
Expenses: | | | | | | | | | | |
General and administrative expenses | | | 9,223 | | | 4,269 | | | 2,770 | |
Acquisition related costs | | | 619 | | | 5,019 | | | 2,648 | |
Property operating expenses | | | 33,977 | | | 20,219 | | | 12,008 | |
Real estate taxes | | | 20,564 | | | 13,301 | | | 7,751 | |
Depreciation and amortization | | | 73,608 | | | 44,833 | | | 25,713 | |
Business management fee-related party | | | 14,666 | | | 1,500 | | | 1,000 | |
| | | | | | | |
| | | | | | | | | | |
Total expenses | | | 152,657 | | | 89,141 | | | 51,890 | |
| | | | | | | |
| | | | | | | | | | |
Operating income | | | 33,151 | | | 24,223 | | | 12,540 | |
Interest, dividend and other income | | | 3,135 | | | 2,556 | | | 871 | |
Realized gain on sale of marketable securities | | | 641 | | | 26 | | | 365 | |
Interest expense | | | (42,669 | ) | | (28,069 | ) | | (17,432 | ) |
Equity in income of unconsolidated entities | | | 260 | | | 17 | | | 105 | |
| | | | | | | |
| | | | | | | | | | |
Loss from continuing operations | | | (5,482 | ) | | (1,247 | ) | | (3,551 | ) |
Income from discontinued operations | | | 7,639 | | | 4,113 | | | 1,374 | |
| | | | | | | |
| | | | | | | | | | |
Net income (loss) | | | 2,157 | | | 2,866 | | | (2,177 | ) |
Noncontrolling interests: | | | | | | | | | | |
Noncontrolling interests | | | — | | | (41 | ) | | (102 | ) |
Redeemable noncontrolling interests | | | (2,440 | ) | | (209 | ) | | — | |
| | | | | | | |
| | | | | | | | | | |
Net income attributable to noncontrolling interests | | | (2,440 | ) | | (250 | ) | | (102 | ) |
| | | | | | | |
| | | | | | | | | | |
Net (loss) income attributable to common stockholders | | $ | (283 | ) | $ | 2,616 | | $ | (2,279 | ) |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Basic and diluted earnings per common share: | | | | | | | | | | |
Continuing operations attributable to common stockholders | | $ | (0.07 | ) | $ | (0.02 | ) | $ | (0.08 | ) |
Discontinued operations attributable to common stockholders | | | 0.07 | | | 0.05 | | | 0.03 | |
| | | | | | | |
| | | | | | | | | | |
Net (loss) income attributable to common stockholders | | $ | 0.00 | | $ | 0.03 | | $ | (0.05 | ) |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Weighted average number of common shares outstanding, basic and diluted | | | 116,667,708 | | | 91,146,154 | | | 42,105,681 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Comprehensive income: | | | | | | | | | | |
Net income (loss) | | $ | 2,157 | | $ | 2,866 | | $ | (2,177 | ) |
Other comprehensive (loss) income: | | | | | | | | | | |
Unrealized (loss) gain on marketable securities | | | (2,421 | ) | | 3,469 | | | (634 | ) |
Unrealized gain (loss) on derivatives | | | 5,407 | | | (1,989 | ) | | (1,293 | ) |
| | | | | | | |
| | | | | | | | | | |
Comprehensive income (loss) | | | 5,143 | | | 4,346 | | | (4,104 | ) |
Noncontrolling interests | | | — | | | (41 | ) | | (102 | ) |
Redeemable noncontrolling interests | | | (2,440 | ) | | (209 | ) | | — | |
| | | | | | | |
| | | | | | | | | | |
Comprehensive income (loss) attributable to common stockholders | | $ | 2,703 | | $ | 4,096 | | $ | (4,206 | ) |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
See accompanying notes to consolidated financial statements.
3
Inland Diversified Real Estate Trust, Inc.
Consolidated Statements of Equity
For the years ended December 31, 2013, 2012 and 2011
(Dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | |
| | Number of Shares | | Common Stock | | Additional Paid-in Capital, Net of Offering Costs | | Accumulated Distributions and Net Loss | | Accumulated Other Comprehensive Income (Loss) | | Noncontrolling Interests | | Total | |
---|
Balance at January 1, 2011 | | | 26,120,871 | | $ | 26 | | $ | 231,882 | | $ | (10,525 | ) | $ | 164 | | $ | 4,402 | | $ | 225,949 | |
Distributions declared | | | — | | | — | | | — | | | (25,263 | ) | | — | | | — | | | (25,263 | ) |
Distributions paid to noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | (107 | ) | | (107 | ) |
Proceeds from offering | | | 30,949,567 | | | 31 | | | 308,191 | | | — | | | — | | | — | | | 308,222 | |
Offering costs | | | — | | | — | | | (33,493 | ) | | — | | | — | | | — | | | (33,493 | ) |
Proceeds from distribution reinvestment plan | | | 1,542,941 | | | 1 | | | 14,656 | | | — | | | — | | | — | | | 14,657 | |
Shares repurchased | | | (182,202 | ) | | — | | | (1,766 | ) | | — | | | — | | | — | | | (1,766 | ) |
Discounts on shares issued to affiliates | | | — | | | — | | | 55 | | | — | | | — | | | — | | | 55 | |
Contributions from sponsor | | | — | | | — | | | 1,500 | | | — | | | — | | | — | | | 1,500 | |
Unrealized loss on marketable securities | | | — | | | — | | | — | | | — | | | (634 | ) | | — | | | (634 | ) |
Unrealized loss on derivatives | | | — | | | — | | | — | | | — | | | (1,293 | ) | | — | | | (1,293 | ) |
Net (loss) income | | | — | | | — | | | — | | | (2,279 | ) | | — | | | 102 | | | (2,177 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2011 | | | 58,431,177 | | $ | 58 | | $ | 521,025 | | $ | (38,067 | ) | $ | (1,763 | ) | $ | 4,397 | | $ | 485,650 | |
Distributions declared | | | — | | | — | | | — | | | (54,687 | ) | | — | | | — | | | (54,687 | ) |
Distributions paid to noncontrolling interests | | | — | | | — | | | — | | | — | | | — | | | (2,720 | ) | | (2,720 | ) |
Proceeds from offering | | | 53,885,826 | | | 54 | | | 536,040 | | | — | | | — | | | — | | | 536,094 | |
Offering costs | | | — | | | — | | | (54,055 | ) | | — | | | — | | | — | | | (54,055 | ) |
Proceeds from distribution reinvestment plan | | | 3,299,771 | | | 4 | | | 31,345 | | | — | | | — | | | — | | | 31,349 | |
Shares repurchased | | | (889,335 | ) | | (1 | ) | | (8,448 | ) | | — | | | — | | | — | | | (8,449 | ) |
Discounts on shares issued to affiliates | | | — | | | — | | | 294 | | | — | | | — | | | — | | | 294 | |
Purchase of noncontrolling interests | | | — | | | — | | | (1,912 | ) | | — | | | — | | | (1,718 | ) | | (3,630 | ) |
Unrealized gain on marketable securities | | | — | | | — | | | — | | | — | | | 3,469 | | | — | | | 3,469 | |
Unrealized loss on derivatives | | | — | | | — | | | — | | | — | | | (1,989 | ) | | — | | | (1,989 | ) |
Net income (excluding income attributable to redeemable noncontrolling interests of $209) | | | — | | | — | | | — | | | 2,616 | | | — | | | 41 | | | 2,657 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2012 | | | 114,727,439 | | $ | 115 | | $ | 1,024,289 | | $ | (90,138 | ) | $ | (283 | ) | $ | — | | $ | 933,983 | |
Distributions declared | | | — | | | — | | | — | | | (70,002 | ) | | — | | | — | | | (70,002 | ) |
Proceeds from distribution reinvestment plan | | | 4,030,115 | | | 4 | | | 38,282 | | | — | | | — | | | — | | | 38,286 | |
Shares repurchased | | | (947,968 | ) | | (1 | ) | | (9,099 | ) | | — | | | — | | | — | | | (9,100 | ) |
Unrealized loss on marketable securities | | | — | | | — | | | — | | | — | | | (2,421 | ) | | — | | | (2,421 | ) |
Unrealized gain on derivatives | | | — | | | — | | | — | | | — | | | 5,407 | | | — | | | 5,407 | |
Net loss (excluding income attributable to redeemable noncontrolling interests of $2,440) | | | — | | | — | | | — | | | (283 | ) | | — | | | — | | | (283 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2013 | | | 117,809,586 | | $ | 118 | | $ | 1,053,472 | | $ | (160,423 | ) | $ | 2,703 | | $ | — | | $ | 895,870 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
See accompanying notes to consolidated financial statements.
4
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
Consolidated Statements of Cash Flows
(Dollars in thousands)
| | | | | | | | | | |
| | Year Ended December 31, | |
---|
| | 2013 | | 2012 | | 2011 | |
---|
Cash flows from operations: | | | | | | | | | | |
Net income (loss) | | $ | 2,157 | | $ | 2,866 | | $ | (2,177 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | |
Depreciation and amortization | | | 89,282 | | | 53,239 | | | 28,980 | |
Amortization of debt premium and financing costs | | | 1,338 | | | 1,134 | | | 825 | |
Amortization of acquired above market leases | | | 6,578 | | | 4,496 | | | 3,000 | |
Amortization of acquired below market leases | | | (3,373 | ) | | (1,641 | ) | | (985 | ) |
Fair value adjustment of deferred investment property acquisition obligations | | | (2,945 | ) | | 849 | | | 315 | |
Straight-line rental income | | | (5,964 | ) | | (3,706 | ) | | (1,856 | ) |
Equity in income of unconsolidated entities | | | (260 | ) | | (17 | ) | | (105 | ) |
Discount on shares issued to affiliates | | | — | | | 294 | | | 55 | |
Payment of leasing fees | | | (470 | ) | | (278 | ) | | (120 | ) |
Realized gain on sale of marketable securities | | | (641 | ) | | (26 | ) | | (365 | ) |
Changes in assets and liabilities: | | | | | | | | | | |
Restricted escrows | | | (114 | ) | | (65 | ) | | 1,885 | |
Accounts and rents receivable, net | | | (1,892 | ) | | (3,305 | ) | | (1,111 | ) |
Other assets | | | (477 | ) | | (1,110 | ) | | (640 | ) |
Accounts payable and accrued expenses | | | 2,032 | | | 2,437 | | | 752 | |
Accrued real estate taxes payable | | | 608 | | | 855 | | | 811 | |
Other liabilities | | | (1,797 | ) | | 149 | | | (748 | ) |
Due to related parties | | | 271 | | | 499 | | | (644 | ) |
| | | | | | | |
| | | | | | | | | | |
Net cash flows provided by operating activities | | | 84,333 | | | 56,670 | | | 27,872 | |
| | | | | | | |
| | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | |
Purchase of investment properties | | | (44,945 | ) | | (1,191,719 | ) | | (447,559 | ) |
Construction in progress, capital expenditures and tenant improvements | | | (8,806 | ) | | (1,189 | ) | | (1,650 | ) |
Purchase of marketable securities | | | (581 | ) | | (21,371 | ) | | (19,185 | ) |
Sale of marketable securities | | | 5,672 | | | 1,828 | | | 6,823 | |
Restricted escrows | | | (1,268 | ) | | (2,951 | ) | | 7,340 | |
Repayment of notes receivable | | | 11,007 | | | — | | | 63 | |
Investment in notes receivable | | | (4,710 | ) | | — | | | — | |
Investment in unconsolidated entities | | | 25 | | | — | | | — | |
| | | | | | | |
| | | | | | | | | | |
Net cash flows used in investing activities | | | (43,606 | ) | | (1,215,402 | ) | | (454,168 | ) |
| | | | | | | |
| | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | |
Proceeds from offering | | | — | | | 536,094 | | | 308,222 | |
Proceeds from the distribution reinvestment plan | | | 38,286 | | | 31,349 | | | 14,657 | |
Shares repurchased | | | (9,100 | ) | | (8,449 | ) | | (1,766 | ) |
Payment of offering costs | | | — | | | (54,269 | ) | | (33,741 | ) |
Proceeds from mortgages payable | | | 37,358 | | | 624,340 | | | 240,951 | |
Principal payments on mortgages payable | | | (9,684 | ) | | (22,370 | ) | | (48,254 | ) |
Proceeds from credit facility | | | — | | | 73,500 | | | 48,000 | |
Principal payments on credit facility | | | (21,000 | ) | | — | | | (55,000 | ) |
Proceeds from securities margin debt | | | 656 | | | 21,464 | | | 15,281 | |
Principal payments on securities margin debt | | | (8,187 | ) | | (4,884 | ) | | (15,495 | ) |
Payment of loan fees and deposits | | | (396 | ) | | (5,833 | ) | | (3,458 | ) |
Distributions paid | | | (69,824 | ) | | (51,767 | ) | | (23,641 | ) |
Distributions paid to noncontrolling interests | | | — | | | (2,720 | ) | | (107 | ) |
Payment of preferred return to redeemable noncontrolling interests | | | (2,178 | ) | | (109 | ) | | — | |
Purchase of noncontrolling interests | | | — | | | (1,569 | ) | | — | |
Payment of amount due to related parties | | | (724 | ) | | — | | | — | |
| | | | | | | |
| | | | | | | | | | |
Net cash flows (used in) provided by financing activities | | | (44,793 | ) | | 1,134,777 | | | 445,649 | |
| | | | | | | |
| | | | | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | (4,066 | ) | | (23,955 | ) | | 19,353 | |
Cash and cash equivalents, at beginning of period | | | 36,299 | | | 60,254 | | | 40,901 | |
| | | | | | | |
| | | | | | | | | | |
Cash and cash equivalents, at end of period | | $ | 32,233 | | $ | 36,299 | | $ | 60,254 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
See accompanying notes to consolidated financial statements.
5
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
Consolidated Statements of Cash Flows (Continued)
(Dollars in thousands)
| | | | | | | | | | |
| | Year Ended December 31, | |
---|
| | 2013 | | 2012 | | 2011 | |
---|
Supplemental disclosure of cash flow information: | | | | | | | | | | |
In conjunction with the purchase of investment properties, the Company acquired assets and assumed liabilities as follows: | | | | | | | | | | |
Land | | $ | 3,227 | | $ | 220,650 | | $ | 83,797 | |
Building and improvements | | | 19,191 | | | 1,014,650 | | | 400,305 | |
Construction in progress | | | — | | | 2,218 | | | — | |
Acquired in-place lease intangibles | | | 3,709 | | | 150,915 | | | 59,168 | |
Acquired above market lease intangibles | | | 332 | | | 22,553 | | | 11,616 | |
Acquired below market lease intangibles | | | — | | | (34,598 | ) | | (9,816 | ) |
Assumption of mortgage debt at acquisition | | | — | | | (92,195 | ) | | (85,528 | ) |
Non-cash mortgage premium | | | — | | | (445 | ) | | (1,358 | ) |
Tenant improvement payable | | | — | | | (1,597 | ) | | (123 | ) |
Deferred investment property acquisition obligations | | | — | | | (57,990 | ) | | (24,753 | ) |
Settlement of deferred investment property acquisition obligations | | | 40,662 | | | 15,962 | | | 14,679 | |
Accounts payable and accrued expenses | | | — | | | (118 | ) | | (327 | ) |
Other liabilities | | | (31 | ) | | (12,367 | ) | | (2,506 | ) |
Restricted escrows | | | — | | | 266 | | | 2,800 | |
Deferred costs | | | — | | | 913 | | | 75 | |
Accounts and rents receivable | | | — | | | — | | | 364 | |
Other assets | | | 4 | | | 11,381 | | | 256 | |
Accrued real estate taxes payable | | | — | | | (1,364 | ) | | (1,090 | ) |
Issuance of redeemable noncontrolling interest | | | (20,473 | ) | | (47,115 | ) | | — | |
Partial settlement of note receivable | | | (1,676 | ) | | — | | | — | |
| | | | | | | |
| | | | | | | | | | |
Purchase of investment properties | | $ | 44,945 | | $ | 1,191,719 | | $ | 447,559 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Cash paid for interest | | $ | 52,332 | | $ | 34,186 | | | 17,575 | |
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| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Supplemental schedule of non-cash investing and financing activities: | | | | | | | | | | |
Distributions payable | | $ | 6,009 | | $ | 5,831 | | $ | 2,911 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Contributions from sponsor—forgiveness of debt | | $ | — | | $ | — | | $ | 1,500 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
See accompanying notes to consolidated financial statements.
6
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share data)
(1) Organization
Inland Diversified Real Estate Trust, Inc. (which may be referred to as the "Company," "we," "us," or "our") was formed on June 30, 2008 (inception) to acquire and develop a diversified portfolio of commercial real estate investments located in the United States and Canada. The Company has entered into a Business Management Agreement (the "Agreement") with Inland Diversified Business Manager & Advisor, Inc. (the "Business Manager"), to be the Business Manager to the Company. The Business Manager is a related party to our sponsor, Inland Real Estate Investment Corporation (the "Sponsor"). In addition, Inland Diversified Real Estate Services LLC, Inland Diversified Asset Services LLC, Inland Diversified Leasing Services LLC and Inland Diversified Development Services LLC, which are indirectly controlled by the four principals of The Inland Group, Inc. (collectively, the "Real Estate Managers"), serve as the Company's real estate managers. The Company was authorized to sell up to 500,000,000 shares of common stock ("Shares") at $10.00 each in its "best efforts" offering which commenced on August 24, 2009 and up to 50,000,000 shares at $9.50 each issuable pursuant to the Company's distribution reinvestment plan ("DRP"). The "best efforts" portion of the offering was completed on August 23, 2012. On November 13, 2013, the Company's board of directors voted to suspend the DRP until further notice, effective immediately.
At December 31, 2013, the Company owned 135 retail properties, four office properties and two industrial properties collectively totaling 12.5 million square feet including 24 multi-family units and two multi-family properties totaling 420 units. As of December 31, 2013, the portfolio had a weighted average physical occupancy and economic occupancy of 96.1% and 97.2%, respectively. Economic occupancy excludes square footage associated with an earnout component. At the time that we acquired certain properties, the purchase agreement contained an earnout component to the purchase price, meaning the Company did not pay a portion of the purchase price at closing related to certain vacant spaces, although it owns the entire property. The Company is not obligated to settle this contingent purchase price unless the seller obtains leases for the vacant space within the time limits and parameters set forth in the applicable acquisition agreement (note 16).
Proposed Merger
On February 9, 2014, the Company entered into an agreement and plan of merger (the "Merger Agreement") with Kite Realty Group Trust, a publicly traded (NYSE: KRG) Maryland real estate investment trust ("Kite"), and KRG Magellan, LLC, a Maryland limited liability company and a direct wholly owned subsidiary of Kite ("Merger Sub"). The Merger Agreement provides for, upon the terms and conditions of the Merger Agreement, the merger of the Company with and into Merger Sub, with Merger Sub surviving the Merger as a direct wholly owned subsidiary of Kite (the "Merger"). Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company's common stock will be converted into the right to receive shares of beneficial interest of Kite, par value $0.01 per share ("Kite Common Shares"), based on:
- •
- an exchange ratio of 1.707 Kite Common Shares for each share of our common stock if the volume-weighted average trading price of Kite Common Shares for the ten consecutive trading days ending on the third trading day preceding the meeting of our stockholders to approve the Merger (the "Reference Price") is equal to or less than $6.36;
- •
- a floating exchange ratio if the Reference Price is more than $6.36 or less than $6.58 (with such floating exchange ratio being determined by dividing $10.85 by the Reference Price); and
7
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(1) Organization (Continued)
- •
- an exchange ratio of 1.650 Kite Common Shares for each share of our common stock if the Reference Price is $6.58 or greater.
Pursuant to the Merger Agreement, upon the effective time of the merger, the board of trustees of Kite will consist of nine members, six of whom will be current trustees of Kite and three of whom will be designated by us.
The completion of the Merger is subject to a number of closing conditions, including, among others: (i) approval by Kite's stockholders and the Company's stockholders, including the approval of Kite's stockholders of an amendment to Kite's declaration of trust to increase the number of Kite Common Shares that Kite is authorized to issue; (ii) the absence of a material adverse effect on either the Company or Kite; (iii) the receipt of tax opinions relating to the REIT status of Kite and the Company and the tax-free nature of the transaction; (iv) the completion of the Net Lease Sale Transactions; and (v) the completion of the redeployment of certain proceeds from the Net Lease Sale Transactions to acquire replacement properties for purposes of Section 1031 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). As a result of the closing conditions to which the Merger is subject, there are no assurances that the proposed Merger will be consummated on the expected timetable, or at all. If the closing conditions are satisfied, it is anticipated that the Merger will close during the second or third quarter of 2014.
The Merger Agreement may be terminated under certain circumstances, including by either the Company or Kite if the Merger has not been consummated on or before the outside date of August 31, 2014, subject to extension under certain circumstances. The Merger Agreement provides that, in connection with the termination of the Merger Agreement under specified circumstances, the Company may be required to pay to Kite a termination fee of $43,000 and/or reimburse Kite's transaction expenses up to an amount equal to $8,000. Where termination is in connection with a failure to close the Net Lease Sale Transactions, the Company may be required to (i) reimburse Kite for its transaction expenses up to an amount equal to $8,000 and (ii) pay Kite a termination fee of $3,000. The Merger Agreement also provides that, under specified circumstances, Kite may be required to pay the Company a termination fee of $30,000 and/or reimburse the Company's transaction expenses up to an amount equal to $8,000. Under certain circumstances, including upon payment of the applicable termination fee, either party is permitted to terminate the Merger Agreement to enter into a definitive agreement with a third party with respect to a superior acquisition proposal.
If the Merger is consummated, it is expected to significantly change the scope of the Company's business and as a result the Company's 2013 results of operations may not necessarily be representative of the Company's future results of operations. Unless otherwise stated, all disclosures and discussion in this Form 10-K do not include the expected effects of the Merger.
On February 19, 2014, solely to assist broker-dealers in meeting their customer account statement reporting obligations, the Company's board of directors established an estimated per share value of the Company common stock as of February 18, 2014 of $10.70. This estimated per share value was determined based upon the final closing price of the Kite Common Shares on February 18, 2014 and the exchange ratio for Kite Common Shares under the Merger Agreement that would apply if the Reference Price was equal to the final closing price of the Kite Common Shares on February 18, 2014.
8
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(1) Organization (Continued)
In connection with the execution of Merger Agreement, the Company entered into a Master Liquidity Event Agreement (the "Master Agreement") with the Business Manager, the Real Estate Managers, and certain other affiliates of the Business Manager. The Master Agreement sets forth the terms of the consideration due to the Business Manager and the Real Estate Managers in connection with the Merger, provides for the automatic termination upon the closing of the Merger of the Company's agreements with the Business Manager and the Real Estate Managers and certain other agreements between the Company and affiliates of the Business Manager and includes certain other agreements in order to facilitate the Merger. Pursuant to the Master Agreement, the Company agreed that the liquidity event fee payable by the Company to the Business Manager upon the consummation of the Merger pursuant to the terms of Business Management Agreement will be $10,235; provided, however, that the total amount of the liquidity event fee will be increased to not more than $12,000 in the event that the Business Manager achieves certain cost savings for the Company prior to the closing of the Merger.
The Company provides the following programs to facilitate investment in the Company's shares and limited liquidity for stockholders.
The Company allowed stockholders to purchase additional shares from the Company by automatically reinvesting distributions through the DRP, subject to certain share ownership restrictions. Such purchases under the DRP were not subject to any selling commissions, and were made at a price of $9.50 per share prior to the DRP being suspended on November 13, 2013.
On November 13, 2013, the Company's board of directors voted to suspend the share repurchase program, as amended ("SRP"), until further notice, effective December 13, 2013. The Company was authorized to repurchase shares under the SRP, if requested, subject to, among other conditions, funds being available. In any given calendar month, proceeds used for the SRP for ordinary repurchases cannot exceed the proceeds from the DRP, for that month. In addition, the Company would limit the number of ordinary shares repurchased during any calendar year to 5% of the number of shares of common stock outstanding on December 31st of the previous year. However in the case of repurchases made upon the death of a stockholder known as exceptional repurchases, the Company was authorized to use any funds to complete the repurchase, and neither the limit regarding funds available from the DRP nor the 5% limit would apply. The SRP will be terminated if the Company's shares become listed for trading on a national securities exchange. In addition, the Company's board of directors, in its sole direction, may amend, suspend or terminate the SRP.
Net Lease Sale Transactions
On December 16, 2013, the Company, Inland Diversified Cumming Market Place, L.L.C., a Delaware limited liability company and the Company's subsidiary, and Bulwark Corporation, a Delaware corporation and the Company's subsidiary, entered into two Purchase and Sale Agreements (collectively, the "Purchase and Sale Agreements") with Realty Income Corporation, a Maryland corporation and unaffiliated third party purchaser ("Realty Income"). The Purchase and Sale Agreements collectively provide for the sale of a total of 84 of the Company's single tenant, Net Leased properties (the "Net Lease Properties") to Realty Income in a series of transactions which the Company refers to as the "Net Lease Sale Transactions." (see note 4)
9
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(1) Organization (Continued)
The Purchase and Sale Agreements provide that the Net Lease Properties will be sold in multiple separate tranches. The closing of each tranche is subject to the satisfaction of various closing conditions. On January 31, 2014, the Company closed the first tranche of Net Lease Properties (the "Tranche I Closing"), resulting in the sale to Realty Income of a total of 46 of the Net Lease Properties for an aggregate cash purchase price of approximately $201,955. The Tranche I Closing resulted in net proceeds to the Company of $126,312. Subject to the satisfaction of all closing conditions, the sale of the remainder of the Net Lease Sale Transactions is expected to close by April 30, 2014. However, there are no assurances that the remainder of the Net Lease Sale Transactions will be consummated on the expected timetable, or at all.
Following the Tranche I Closing, the Company's portfolio consisted of 91 retail properties, three office properties and one industrial property collectively totaling 11.5 million square feet including 24 multi-family and two multi-family properties totaling 420 units.
(2) Summary of Significant Accounting Policies
General
The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Certain amounts in the prior period consolidated financial statements have been reclassified to conform with the current year presentation. The reclasses primarily represent reclassifications of assets and liabilities to assets and liabilities held for sale as well as revenue and expenses to discontinued operations.
Information with respect to square footage, units and occupancy is unaudited.
Consolidation
The accompanying consolidated financial statements include the accounts of the Company, as well as all wholly owned subsidiaries and entities in which the Company has a controlling financial interest. Interests of third parties in these consolidated entities are reflected as noncontrolling interests in the accompanying consolidated financial statements. Wholly owned subsidiaries generally consist of limited liability companies (LLCs). All intercompany balances and transactions have been eliminated in consolidation.
Each property is owned by a separate legal entity which maintains its own books and financial records and each entity's assets are not available to satisfy the liabilities of other affiliated entities, except for certain properties which have cross-collateralized first mortgages as previously disclosed.
The Company consolidates the operations of a joint venture if it determines that it's either the primary beneficiary of a variable interest entity ("VIE") or has substantial influence and control of the entity. The primary beneficiary is the party that has the ability to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses and right to
10
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(2) Summary of Significant Accounting Policies (Continued)
receive the returns from the VIE that would be significant to the VIE. There are significant judgments and estimates involved in determining the primary beneficiary of a variable interest entity or the determination of who has control and influence of the entity. When the Company consolidates an entity, the assets, liabilities and results of operations will be included in the consolidated financial statements.
In instances where the Company is not the primary beneficiary of a variable interest entity or it does not control the joint venture, the Company uses the equity method of accounting. Under the equity method, the operations of a joint venture are not consolidated with the Company's operations but instead its share of operations would be reflected as equity in income of unconsolidated entities on the consolidated statements of operations and other comprehensive income. Additionally, the Company's investment in the entities is reflected as investment in unconsolidated entities on the consolidated balance sheets.
Cash and Cash Equivalents
The Company considers all demand deposits and money market accounts and all short-term investments with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company maintains its cash and cash equivalents at financial institutions. The combined account balances at one or more institutions periodically exceed the Federal Depository Insurance Corporation ("FDIC") insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes that the risk is not significant, as the Company does not anticipate the financial institutions' non-performance.
Restricted Cash and Escrows
The Company had restricted escrows of $7,555 and $6,173 (including amounts related to investment properties held for sale) as of December 31, 2013 and 2012, respectively, which consist of cash held in escrow based on lender requirements for collateral or funds to be used for the payment of insurance, real estate taxes, tenant improvements and leasing commissions.
Revenue Recognition
The Company commences revenue recognition on its leases based on a number of factors. In most cases, revenue recognition under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the lease commencement date. The determination of who is the owner, for accounting purposes, of the tenant improvements determines the nature of the leased asset and when revenue recognition under a lease begins. If the Company is the owner, for accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If the Company concludes it is not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased asset is the unimproved space and any tenant improvement allowances funded by the Company under the lease are treated as lease incentives which reduces revenue recognized over the term of the lease. In these circumstances, the Company begins revenue recognition when the lessee takes possession of the unimproved space for the lessee to construct their own improvements. The Company considers a
11
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(2) Summary of Significant Accounting Policies (Continued)
number of different factors to evaluate whether it or the lessee is the owner of the tenant improvements for accounting purposes. The determination of who owns the tenant improvements, for accounting purposes, is subject to significant judgment.
Rental income is recognized on a straight-line basis over the term of each lease. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of accounts and rents receivable in the consolidated balance sheets. Due to the impact of the straight-line basis, rental income generally will be greater than the cash collected in the early years and decrease in the later years of a lease. The Company periodically reviews the collectability of outstanding receivables. Allowances are taken for those balances that the Company deems to be uncollectible, including any amounts relating to straight-line rent receivables.
Reimbursements from tenants for recoverable real estate tax and operating expenses are accrued as revenue in the period the applicable expenses are incurred. The Company makes certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursement.
The Company records lease termination income if there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and amounts due are considered collectible. Upon early lease termination, the Company provides for gains or losses related to unrecovered intangibles and other assets.
As a lessor, the Company defers the recognition of contingent rental income, such as percentage rent, until the specified target that triggered the contingent rental income is achieved.
Capitalization and Depreciation
Real estate acquisitions are recorded at cost less accumulated depreciation. Improvement and betterment costs are capitalized, and ordinary repairs and maintenance are expensed as incurred.
Transactional costs in connection with the acquisition of real estate properties and businesses are expensed as incurred.
Depreciation expense is computed using the straight-line method. Building and improvements are depreciated based upon estimated useful lives of 30 years and 5-15 years for furniture, fixtures and equipment and site improvements.
Tenant improvements are amortized on a straight-line basis over the shorter of the life of the asset or the term of the related lease as a component of depreciation and amortization expense. Leasing fees are amortized on a straight-line basis over the term of the related lease as a component of depreciation and amortization expense. Loan fees are amortized on a straight-line basis, which approximates the effective interest method, over the term of the related loans as a component of interest expense.
Cost capitalization and the estimate of useful lives require judgment and include significant estimates that can and do change.
Depreciation expense was $60,256, $34,799 and $16,715 (including amounts related to discontinued operations) for the years ended December 31, 2013, 2012 and 2011, respectively.
12
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(2) Summary of Significant Accounting Policies (Continued)
Fair Value Measurements
The Company has estimated fair value using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that would be realized upon disposition.
The Company defines fair value based on the price that it believes would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below:
- •
- Level 1—Quoted prices in active markets for identical assets or liabilities.
- •
- Level 2—Quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; and model-derived valuations whose inputs are observable.
- •
- Level 3—model-derived valuations with unobservable inputs that are supported by little or no market activity.
Acquisition of Investment Properties
Upon acquisition, the Company determines the total purchase price of each property (note 3), which includes the estimated contingent consideration to be paid or received in future periods (note 16). The Company allocates the total purchase price of properties and businesses based on the fair value of the tangible and intangible assets acquired and liabilities assumed based on Level 3 inputs, such as comparable sales values, discount rates, capitalization rates, revenue and expense growth rates and lease-up assumptions, from a third party appraisal or other market sources.
Certain of the Company's properties included earnout components to the purchase price, meaning the Company did not pay a portion of the purchase price of the property at closing, although the Company owns the entire property. The Company is not obligated to settle the contingent portion of the purchase prices unless space which was vacant at the time of acquisition is later leased by the seller within the time limits and parameters set forth in the related acquisition agreements. The earnout payments are based on a predetermined formula applied to rental income received. The earnout agreements have a limited obligation period ranging from one to three years from the date of acquisition. If at the end of the time period certain space has not been leased, occupied and rent producing, the Company will have no further obligation to pay additional purchase price consideration and will retain ownership of that entire property. Based on its best estimate, the Company has recorded a liability for the potential future earnout payments using estimated fair value at the date of acquisition using Level 3 inputs including lease-up periods ranging from one to three years, market rents ranging from $9.60 to $45.00, probability of occupancy ranging from 90% to 100% based on leasing activity and discount rates, generally 10%. The Company has recorded these earnout amounts as additional purchase price of the related properties and as a liability included in deferred investment property acquisition obligations on the consolidated balance sheets. The liability increases as the anticipated payment date draws near based on a present value; such increases in the liability are recorded as
13
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(2) Summary of Significant Accounting Policies (Continued)
amortization expense on the consolidated statements of operations and other comprehensive income. The Company records changes in the underlying liability assumptions to other property income on the consolidated statements of operations and other comprehensive income.
The portion of the purchase price allocated to acquired above market lease value and acquired below market lease value are amortized on a straight-line basis over the term of the related lease as an adjustment to rental income. For below-market lease values, the amortization period includes bargain renewal option periods at a fixed rate. Amortization pertaining to the above market lease value of $6,578, $4,496 and $3,000 (including amounts related to discontinued operations) was recorded as a reduction to rental income for the years ended December 31, 2013, 2012 and 2011, respectively. Amortization pertaining to the below market lease value of $3,373, $1,641 and $985 (including amounts related to discontinued operations) was recorded as an increase to rental income for the years ended December 31, 2013, 2012 and 2011, respectively.
The portion of the purchase price allocated to acquired in-place lease value is amortized on a straight-line basis over the acquired leases' weighted-average remaining term. The Company incurred amortization expense pertaining to acquired in-place lease intangibles of $26,712, $15,916 and $10,107 (including amounts related to discontinued operations) for the years ended December 31, 2013, 2012 and 2011, respectively. The portion of the purchase price allocated to customer relationship value is amortized on a straight-line basis over the weighted-average remaining lease term. As of December 31, 2013, no amount has been allocated to customer relationship value.
The following table summarizes the Company's identified intangible assets and liabilities (including amounts related to investment properties held for sale) as of December 31, 2013 and 2012.
| | | | | | | |
| | December 31, | |
---|
| | 2013 | | 2012 | |
---|
Intangible assets: | | | | | | | |
Acquired in-place lease value | | $ | 272,060 | | $ | 269,615 | |
Acquired above market lease value | | | 48,955 | | | 49,581 | |
Accumulated amortization | | | (65,752 | ) | | (34,684 | ) |
| | | | | |
| | | | | | | |
Acquired lease intangibles, net | | $ | 255,263 | | $ | 284,512 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
Intangible liabilities: | | | | | | | |
Acquired below market lease value | | $ | 52,636 | | $ | 53,241 | |
Accumulated amortization | | | (5,546 | ) | | (2,779 | ) |
| | | | | |
| | | | | | | |
Acquired below market lease intangibles, net | | $ | 47,090 | | $ | 50,462 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
As of December 31, 2013, the weighted average amortization periods for acquired in-place lease, above market lease and below market lease intangibles (excluding amounts related to investment properties held for sale) are 12, 9 and 23 years, respectively.
14
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(2) Summary of Significant Accounting Policies (Continued)
Estimated amortization of the respective intangible lease assets and liabilities (excluding amounts related to investment properties held for sale) as of December 31, 2013 for each of the five succeeding years and thereafter is as follows:
| | | | | | | | | | |
| | In-place Leases | | Above Market Leases | | Below Market Leases | |
---|
2014 | | $ | 21,664 | | $ | 4,153 | | $ | 2,738 | |
2015 | | | 21,390 | | | 3,847 | | | 2,641 | |
2016 | | | 20,868 | | | 3,517 | | | 2,527 | |
2017 | | | 19,922 | | | 3,229 | | | 2,493 | |
2018 | | | 17,169 | | | 2,353 | | | 2,410 | |
Thereafter | | | 69,669 | | | 6,978 | | | 32,923 | |
| | | | | | | |
| | | | | | | | | | |
Total | | $ | 170,682 | | $ | 24,077 | | $ | 45,732 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
Investment Properties Held For Sale
The Company will classify an investment property as held for sale in the period in which it has committed to a plan to dispose of the property, the Company's Board of Directors has approved the sale of the property, are in the process of finding or have found a buyer, the property is available for immediate sale and subject only to sales terms that are usual and customary, and the sale of the property is probable and is expected to be completed within one year without significant changes. The Company suspends depreciation on the investment properties held for sale, including depreciation for tenant improvements and additions, as well as on the amortization of acquired in-place leases. The Company will classify the assets and related liabilities as held for sale in its consolidated balance sheets in the period the held for sale criteria is met and reclassify for presentation purposes all prior periods presented. The Company does not allocate any general and administrative expenses to discontinued operations and only interest expense to the extent the held for sale property is secured by specific mortgage debt and the mortgage debt will not be assigned to another property owned by the Company after the disposition. During December 2013, the Net Lease Properties met the criteria to be held for sale and was classified as held for sale as of December 31, 2013 and 2012. Assets and liabilities related to the Merger Agreement were not classified as held for sale as of December 31, 2013 and 2012.
Disposition of Real Estate
The Company accounts for dispositions in accordance with U.S. GAAP. The Company recognizes a gain or loss in full when a property is sold. A sale is considered complete when the profit is determinable, the collectability of the sales price is reasonably assured or can be estimated, and when the earnings process is virtually complete, and the Company is not obliged to perform significant activities after the sale to earn the profit. The Company records the transaction as discontinued operations for all periods presented in accordance with U.S. GAAP.
Impairment of Investment Properties
The Company assesses the carrying values of its respective long-lived assets classified as held and used whenever events or changes in circumstances indicate that the carrying amounts of these assets
15
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(2) Summary of Significant Accounting Policies (Continued)
may not be fully recoverable. Recoverability of the assets is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows. In order to review its assets for recoverability, the Company considers current market conditions, as well as its intent with respect to holding or disposing of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third party appraisals, where considered necessary (Level 3 inputs). If the Company's analysis indicates that the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, the Company recognizes an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property.
The Company estimates the future undiscounted cash flows based on the estimated future net rental income from operating the property and termination value.
The use of projected future cash flows is based on assumptions that are consistent with our estimates of future expectations and the strategic plan the Company uses to manage its underlying business. However assumptions and estimates about future cash flows, including comparable sales values, discount rates, capitalization rates, revenue and expense growth rates and lease-up assumptions which impact the discounted cash flow approach to determining value are complex and subjective. Changes in economic and operating conditions and the Company's ultimate investment intent that occur subsequent to the impairment analysis could impact these assumptions and result in future impairment charges of the real estate properties.
The Company assesses the carrying value for all properties classified as held for sale for possible impairment. If the fair value less selling costs is less than the current carrying value, the Company recognizes an impairment charge for the amount by which the carrying value exceeds the fair value less selling costs.
During the years ended December 31, 2013, 2012 and 2011, the Company incurred no impairment charges for any investment property classified as held and used or held for sale.
Impairment of Marketable Securities
The Company assesses the investments in marketable securities for impairment. A decline in the market value of any available-for-sale or held-to-maturity security below cost, that is deemed to be other-than-temporary will result in an impairment to reduce the carrying amount to fair value using Level 1 and 2 inputs (note 7). The impairment will be charged to earnings and a new cost basis for the security will be established. To determine whether impairment is other-than-temporary, the Company considers whether they have the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. The Company considers the following factors in evaluating our securities for impairments that are other than temporary:
- •
- declines in the REIT and overall stock market relative to our security positions; and
16
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(2) Summary of Significant Accounting Policies (Continued)
- •
- the estimated net asset value ("NAV") of the companies it invests in relative to their current market prices;
- •
- future growth prospects and outlook for companies using analyst reports and company guidance, including dividend coverage, NAV estimates and growth in "funds from operations," or "FFO;" and duration of the decline in the value of the securities.
During the years ended December 31, 2013, 2012 and 2011, the Company incurred no other-than-temporary impairment charges.
Redeemable Noncontrolling Interests
Certain of the Company's consolidated joint ventures have issued units to noncontrolling interest holders that are redeemable at the noncontrolling interest holder's option for cash or for shares of the Company's common stock at the Company's option. If the noncontrolling interest holder seeks redemption of its units for the Company's shares, the joint ventures may redeem the units through issuance of common shares by the Company on a one-for-one basis or through cash settlement at the redemption price. The redemption is at the option of the holder after passage of time or upon the occurrence of an event that is not solely within the control of the joint ventures. Because redemption of the noncontrolling interests is outside of the applicable joint venture's control, the interests are presented on the consolidated balance sheets outside of permanent equity as redeemable noncontrolling interests. None of the noncontrolling interests are currently redeemable, but it is probable that the noncontrolling interests will become redeemable. Based on such probability, the Company measures and records the noncontrolling interests at their maximum redemption amount at each balance sheet date. Any adjustments to the carrying amount of the redeemable noncontrolling interests for changes in the maximum redemption amount are recorded to additional paid in capital in the period of the change (see note 11).
At issuance, the fair value of the redeemable noncontrolling interests were estimated by applying the income approach, which included significant inputs that are not observable (Level 3), including discount rates and redemption values.
REIT Status
The Company has qualified and has elected to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended, for federal income tax purposes commencing with the tax year ended December 31, 2009. Because the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal income tax on taxable income that is distributed to stockholders. A REIT is subject to a number of organizational and operational requirements, including a requirement that it currently distributes at least 90% of its taxable income (subject to certain adjustments) to its stockholders. The Company will monitor the business and transactions that may potentially impact our REIT status. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions, the Company will be subject to federal (including any applicable alternative minimum tax) and state income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain
17
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(2) Summary of Significant Accounting Policies (Continued)
state and local taxes on its income, property or net worth and federal income and excise taxes on its undistributed income.
Derivatives
The Company uses derivative instruments, such as interest rate swaps, primarily to manage exposure to interest rate risks inherent in variable rate debt. The Company may also enter into forward starting swaps or treasury lock agreements to set the effective interest rate on a planned fixed-rate financing. The Company's interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. In a forward starting swap or treasury lock agreement that the Company cash settles in anticipation of a fixed rate financing or refinancing, the Company will receive or pay an amount equal to the present value of future cash flow payments based on the difference between the contract rate and market rate on the settlement date. The Company does not use derivatives for trading or speculative purposes and currently does not have any derivatives that are not designated as hedging instruments under the accounting requirements for derivatives and hedging.
(3) Acquisitions
On March 22, 2013, the Company acquired a fee simple interest in a 12,480 square foot retail property known as Dollar General Store located in Samson, Alabama. The Company purchased this property from an unaffiliated third party for $1,516.
On September 26, 2013, the Company acquired a fee simple interest in a 69,911 square foot retail property known as Copps Grocery Store located in Stevens Point, Wisconsin. The Company purchased this property from an unaffiliated third party for $15,228.
On November 26, 2013, the Company acquired a fee simple interest in a 64,216 square foot building that relates to the University Town Center Phase II located in Norman, Oklahoma. The Company purchased this property from an unaffiliated third party for $9,715. This property is an additional phase of a property that the Company purchased on November 2, 2012. Given the proximity, the 2012 acquisition and the 2013 acquisition are evaluated by management as a single property.
The following table presents certain additional information regarding the Company's acquisitions during the year ended December 31, 2013. The amounts recognized for major assets acquired and liabilities assumed as of the acquisition date:
| | | | | | | | | | | | | | | | |
Property Name | | Land | | Building and Improvements | | Acquired Lease Intangibles | | Acquired Below Market Lease Intangibles | | Deferred Investment Property Acquisition Obligations (note 16) | |
---|
Dollar General Store | | $ | 269 | | $ | 1,069 | | $ | 178 | | $ | — | | $ | — | |
Copps Grocery Store | | | 1,378 | | | 11,507 | | | 2,343 | | | — | | | — | |
University Town Center Phase II | | | 1,580 | | | 6,615 | | | 1,520 | | | — | | | — | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total | | $ | 3,227 | | $ | 19,191 | | $ | 4,041 | | $ | — | | $ | — | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
18
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(3) Acquisitions (Continued)
During the year ended December 31, 2013, the Company acquired through its wholly owned subsidiaries, the properties listed above for an aggregate purchase price of $26,459. The Company financed these acquisitions from cash flow from operations, proceeds from our DRP and through the borrowing of $8,375.
The Company incurred $619, $5,019 and $2,648 for the years ended December 31, 2013, 2012 and 2011, respectively, of acquisition, dead deal and transaction related costs that were recorded in acquisition related costs in the consolidated statements of operations and other comprehensive income and relate to both closed and potential transactions. These costs include third party due diligence costs such as appraisals, environmental studies, and legal fees as well as time and travel expense reimbursements to the Sponsor and its affiliates. The Company does not pay acquisition fees to its Business Manager or its affiliates.
For the properties acquired during the year ended December 31, 2013, the Company recorded revenue of $599 and property net income of $114 not including expensed acquisition related costs.
The following table presents certain additional information regarding the Company's acquisitions during the year ended December 31, 2012. The amounts recognized for major assets acquired and liabilities assumed as of the acquisition date:
| | | | | | | | | | | | | | | | |
Property Name | | Land | | Building and Improvements | | Acquired Lease Intangibles | | Acquired Below Market Lease Intangibles | | Deferred Investment Property Acquisition Obligations (note 16) | |
---|
Dollar General Market | | $ | 793 | | $ | 2,170 | | $ | 627 | | $ | — | | $ | — | |
Hamilton Crossing | | | 2,825 | | | 24,287 | | | 3,975 | | | — | | | 989 | |
Dollar General—Buffalo | | | 240 | | | 977 | | | 133 | | | — | | | — | |
Shoppes at Branson Hills(1) | | | 8,247 | | | 27,366 | | | 7,080 | | | 3,424 | | | 857 | |
Shoppes at Hawk Ridge | | | 2,709 | | | 5,416 | | | 1,691 | | | 19 | | | — | |
Bayonne Crossing | | | 20,911 | | | 48,066 | | | 8,916 | | | 3,212 | | | 6,806 | |
Eastside Junction | | | 1,856 | | | 8,805 | | | 1,059 | | | 483 | | | — | |
Shops at Julington Creek | | | 2,247 | | | 5,578 | | | 685 | | | 11 | | | 985 | |
Dollar General Store—Lillian | | | 318 | | | 575 | | | 132 | | | — | | | — | |
Dollar General Market—Slocomb | | | 608 | | | 1,898 | | | 333 | | | — | | | — | |
Dollar General Store—Clanton | | | 389 | | | 656 | | | 171 | | | — | | | — | |
Bank Branch Portfolio—9 properties | | | 6,433 | | | 9,256 | | | 2,947 | | | — | | | — | |
Dollar General Store—Marbury | | | 231 | | | 685 | | | 139 | | | — | | | — | |
Dollar General Store—Gilbertown | | | 123 | | | 1,008 | | | 193 | | | — | | | — | |
Elementis Worldwide Global HQ | | | 1,089 | | | 12,327 | | | 4,209 | | | — | | | — | |
One Webster | | | 3,462 | | | 19,243 | | | 690 | | | — | | | — | |
South Elgin Commons | | | 3,771 | | | 18,684 | | | 3,196 | | | 664 | | | — | |
Walgreens NE Portfolio—9 properties(2) | | | 21,650 | | | 41,771 | | | 8,120 | | | 1,060 | | | — | |
19
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(3) Acquisitions (Continued)
| | | | | | | | | | | | | | | | |
Property Name | | Land | | Building and Improvements | | Acquired Lease Intangibles | | Acquired Below Market Lease Intangibles | | Deferred Investment Property Acquisition Obligations (note 16) | |
---|
Saxon Crossing | | | 3,455 | | | 14,555 | | | 2,743 | | | 23 | | | — | |
Dollar General Store—Enterprise | | | 220 | | | 768 | | | 161 | | | — | | | — | |
Dollar General Store—Odenville | | | 197 | | | 613 | | | 124 | | | — | | | — | |
Siemens Gas Turbine Service Division | | | 2,786 | | | 13,837 | | | 1,089 | | | — | | | — | |
Virginia Convenience Store Portfolio—5 Properties | | | 5,477 | | | 8,610 | | | 1,613 | | | — | | | — | |
FedEx Distribution Centers | | | 5,820 | | | 30,518 | | | 2,962 | | | — | | | — | |
BJ's at Richie Station | | | 4,486 | | | 24,827 | | | 3,087 | | | — | | | — | |
Dollar General Market—Candler | | | 398 | | | 2,497 | | | 405 | | | — | | | — | |
Shops at Moore | | | 6,674 | | | 28,206 | | | 5,091 | | | 1,477 | | | — | |
Kohl's—Cumming(3) | | | 2,750 | | | 5,478 | | | 273 | | | — | | | — | |
Shoppes at Branson Hills(1) | | | 2,552 | | | 9,067 | | | 1,132 | | | 157 | | | — | |
Dollar General Market—Vienna | | | 635 | | | 1,883 | | | 313 | | | — | | | — | |
Centre Point Commons | | | 2,842 | | | 21,938 | | | 3,632 | | | 2,835 | | | — | |
Dollar General Portfolio—15 properties | | | 2,201 | | | 12,851 | | | 3,022 | | | — | | | — | |
Lake City Commons II | | | 511 | | | 2,130 | | | 269 | | | 28 | | | — | |
Pathmark Portfolio—3 properties | | | 5,538 | | | 35,456 | | | 8,179 | | | 408 | | | — | |
Schnucks Portfolio—3 properties | | | 4,446 | | | 15,938 | | | 2,240 | | | — | | | — | |
Dollar General Store—Anson | | | 109 | | | 816 | | | 181 | | | — | | | — | |
Dollar General Store—East Bernard | | | 76 | | | 799 | | | 174 | | | — | | | — | |
City Center(4) | | | 11,617 | | | 136,439 | | | 19,231 | | | 1,860 | | | 19,508 | |
Miramar Square | | | 14,940 | | | 34,784 | | | 8,716 | | | 1,169 | | | — | |
Crossing at Killingly Commons(5) | | | 15,281 | | | 39,212 | | | 7,408 | | | 2,200 | | | 5,093 | |
Wheatland Town Center | | | 3,684 | | | 32,973 | | | 4,152 | | | 2,789 | | | 10,647 | |
Dollar General Market—Resaca | | | 634 | | | 2,203 | | | 433 | | | — | | | — | |
Dollar General Store—Hertford | | | 193 | | | 1,077 | | | 151 | | | — | | | — | |
Landings at Ocean Isle Beach | | | 2,587 | | | 5,497 | | | 2,165 | | | — | | | — | |
The Corner | | | 3,521 | | | 20,429 | | | 5,198 | | | — | | | 3,681 | |
University Town Center Phase II | | | 3,995 | | | 21,027 | | | 3,004 | | | 3,558 | | | 2,205 | |
Dollar General Store—Remlap | | | 124 | | | 682 | | | 136 | | | — | | | — | |
Dollar General Market—Canton | | | 629 | | | 2,329 | | | 403 | | | — | | | — | |
Hasbro Office Building | | | 3,400 | | | 21,635 | | | 4,773 | | | — | | | — | |
Cannery Corner | | | 3,322 | | | 10,557 | | | 3,628 | | | — | | | — | |
Centennial Center(6) | | | 9,824 | | | 111,444 | | | 15,884 | | | 5,910 | | | 2,883 | |
Centennial Gateway(6) | | | 6,758 | | | 39,834 | | | 5,858 | | | 376 | | | 3,322 | |
Eastern Beltway(6) | | | 5,467 | | | 52,095 | | | 6,938 | | | 2,642 | | | — | |
20
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(3) Acquisitions (Continued)
| | | | | | | | | | | | | | | | |
Property Name | | Land | | Building and Improvements | | Acquired Lease Intangibles | | Acquired Below Market Lease Intangibles | | Deferred Investment Property Acquisition Obligations (note 16) | |
---|
Eastgate(6) | | | 3,794 | | | 19,775 | | | 3,279 | | | 293 | | | — | |
Lowe's Plaza | | | 1,805 | | | 3,103 | | | 1,125 | | | — | | | 1,014 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total | | $ | 220,650 | | $ | 1,014,650 | | $ | 173,468 | | $ | 34,598 | | $ | 57,990 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | |
- (1)
- The Company closed on different buildings on March 9, 2012 and August 15, 2012 but this is considered one property.
- (2)
- The Company assumed mortgages payable and an interest rate swap agreement associated with the acquisition of these properties (note 10).
- (3)
- This acquisition includes the issuance of redeemable noncontrolling interests in a consolidated joint venture (note 11) to the seller with a fair value of $1,416 as of the acquisition date.
- (4)
- This acquisition includes the issuance of redeemable noncontrolling interests in a consolidated joint venture (note 11) to the seller with a fair value of $6,092 as of the acquisition date. Additionally at the time of acquisition, the Company received a $10,000 note receivable, and subsequently increased to $11,000, from the redeemable noncontrolling interest holder at an interest rate of 6.00% per annum that matured on May 31, 2013 and has been repaid. The redeemable noncontrolling interest holder has pledged its redeemable noncontrolling interests as collateral to this note receivable.
- (5)
- This acquisition includes the issuance of redeemable noncontrolling interests in a consolidated joint venture (note 11) to the seller with a fair value of $9,608 as of the acquisition date and assumed a mortgage payable (note 10).
- (6)
- The acquisition of this portfolio of properties includes the issuance of redeemable noncontrolling interests in a consolidated joint venture (note 11) to the seller with a fair value of $30,000 as of the acquisition date.
During the year ended December 31, 2012, the Company acquired through its wholly owned subsidiaries, the properties listed above for an aggregate purchase price of $1,314,075. The Company financed these acquisitions with net proceeds from the "best efforts" offering, proceeds from our DRP and through the borrowing of $624,340, debt assumption of $92,195 secured by first mortgages on the properties and borrowing $73,500 on the line of credit.
The following condensed pro forma consolidated financial statements for the year ended December 31, 2012 include pro forma adjustments related to the acquisitions and financings during 2012 considered material to the consolidated financial statements which were Palm Coast Landing, Bayonne Crossing, Shoppes at Branson Hills, Walgreens NE Portfolio, Saxon Crossing, South Elgin Commons, FedEx Distribution Centers, BJ's at Richie Station, Shops at Moore, Centre Point Commons, Pathmark Portfolio, City Center, Miramar Square, Crossings at Killingly Commons, The Corner, University Town Center Phase II, Cannery Corner, Centennial Center, Centennial Gateway,
21
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(3) Acquisitions (Continued)
Eastern Beltway, Eastgate and Lowe's Plaza, which are presented assuming the acquisitions had been consummated as of January 1, 2011. Acquisitions for the year ended December 31, 2013 were not considered material.
On a pro forma basis, the Company assumes the common shares outstanding as of December 31, 2012 were outstanding as of January 1, 2011. The following condensed pro forma financial information has not been adjusted for discontinued operations is not necessarily indicative of what the actual results of operations of the Company would have been assuming the 2012 acquisitions had been consummated as of January 1, 2011, nor does it purport to represent the results of operations for future periods.
| | | | | | | | | | |
| | For the year ended December 31, 2012 | |
---|
| | Historical | | Pro Forma Adjustments (unaudited) | | As Adjusted (unaudited) | |
---|
Total income | | $ | 134,335 | | $ | 56,664 | | $ | 190,999 | |
Net income (loss) attributable to common stockholders | | $ | 2,616 | | $ | (5,306 | ) | $ | (2,690 | ) |
| | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | |
Net income (loss) attributable to common stockholders per common share, basic and diluted | | $ | 0.03 | | | | | $ | (0.02 | ) |
| | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | |
Weighted average number of common shares outstanding, basic and diluted | | | 91,146,154 | | | | | | 114,727,439 | |
| | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | |
(4) Discontinued Operations and Investment Properties Held for Sale
On December 16, 2013, the Company entered into the Purchase and Sale Agreements, providing for the sale of the Net Leased Properties in an all-cash transaction with a gross sales price of approximately $503,013. The transaction is expected to close in three tranches during the first and second quarters of 2014. The Tranche I Closing was competed on January 31, 2014, and the second and third tranches are expected to close by the end of April 2014. Each closing is subject to customary approvals and the completion of certain closing conditions, and it is possible that the timing of the closings may be delayed. The Net Leased Properties qualified for held for sale accounting treatment upon meeting all applicable GAAP criteria on December 16, 2013, at which time depreciation and amortization was suspended. The assets and liabilities associated with these properties are separately classified as held for sale in the consolidated balance sheets as of December 31, 2013. All periods presented on the consolidated balance sheets and consolidated statements of operations and other comprehensive income have been adjusted to conform to the current year presentation. Properties relating to the Merger Agreement were classified as held and used as of December 31, 2013.
22
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(4) Discontinued Operations and Investment Properties Held for Sale (Continued)
The following table presents the assets and liabilities associated with the held for sale properties:
| | | | | | | |
| | December 31, | |
---|
| | 2013 | | 2012 | |
---|
Assets | | | | | | | |
Investment properties: | | | | | | | |
Land | | $ | 89,365 | | $ | 89,096 | |
Building and improvements | | | 315,958 | | | 314,805 | |
| | | | | |
| | | | | | | |
Total | | | 405,323 | | | 403,901 | |
Less accumulated depreciation | | | (20,555 | ) | | (8,709 | ) |
| | | | | |
| | | | | | | |
Net investment properties | | | 384,768 | | | 395,192 | |
Restricted cash and escrows | | | 1,939 | | | 2,114 | |
Accounts and rents receivable, net | | | 4,199 | | | 1,998 | |
Acquired lease intangibles, net | | | 60,504 | | | 64,989 | |
Deferred costs, net | | | 2,570 | | | 2,890 | |
Other assets | | | 1,500 | | | 218 | |
| | | | | |
| | | | | | | |
Total assets held for sale | | $ | 455,480 | | $ | 467,401 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
Liabilities | | | | | | | |
Mortgages payable | | $ | 242,680 | | $ | 242,680 | |
Accounts payable and accrued expenses | | | 1,012 | | | 846 | |
Accrued real estate taxes payable | | | 813 | | | 513 | |
Other liabilities | | | 10,166 | | | 13,559 | |
Acquired below market lease intangibles, net | | | 1,358 | | | 1,431 | |
| | | | | |
| | | | | | | |
Total liabilities held for sale | | $ | 256,029 | | $ | 259,029 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
The Company will have no continuing involvement with any of its disposed properties subsequent to their disposal. The Company did not record any gain or loss associated with the sale of these properties during the year ended December 31, 2013. Any gain will be recorded once each tranche is closed. The Company did not dispose of or enter into any binding agreements to sell any other properties during the years ended December 31, 2012 and 2011.
23
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(4) Discontinued Operations and Investment Properties Held for Sale (Continued)
The results of operations for the investment properties that are accounted for as discontinued operations are presented for each of the years ended December 31, 2013, 2012 and 2011in the table below:
| | | | | | | | | | |
| | Year Ended December 31, | |
---|
| | 2013 | | 2012 | | 2011 | |
---|
Income: | | | | | | | | | | |
Rental income | | $ | 35,587 | | $ | 19,129 | | $ | 7,253 | |
Tenant recovery income | | | 1,640 | | | 876 | | | 38 | |
Other property income | | | 118 | | | 116 | | | 78 | |
| | | | | | | |
| | | | | | | | | | |
Total income | | | 37,345 | | | 20,121 | | | 7,369 | |
Expenses: | | | | | | | | | | |
Property operating expenses | | | 2,003 | | | 1,002 | | | 287 | |
Real estate taxes | | | 1,366 | | | 669 | | | 38 | |
Depreciation and amortization | | | 15,674 | | | 8,406 | | | 3,267 | |
| | | | | | | |
| | | | | | | | | | |
Total expenses | | | 19,043 | | | 10,077 | | | 3,592 | |
| | | | | | | |
| | | | | | | | | | |
Operating income | | | 18,302 | | | 10,044 | | | 3,777 | |
Interest, dividend and other income | | | 1 | | | — | | | — | |
Interest expense | | | (10,664 | ) | | (5,931 | ) | | (2,403 | ) |
| | | | | | | |
| | | | | | | | | | |
Income from discontinued operations | | | 7,639 | | | 4,113 | | | 1,374 | |
Redeemable noncontrolling interests associated with discontinued operations | | | (71 | ) | | (27 | ) | | — | |
| | | | | | | |
| | | | | | | | | | |
Net income from discontinued operations attributable to common stockholders | | $ | 7,568 | | $ | 4,086 | | $ | 1,374 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
(5) Operating Leases
Minimum lease payments to be received under operating leases including ground leases and excluding leases relating to discontinued operations and multi-family units (lease terms of twelve-months or less) as of December 31, 2013 for the years indicated, assuming no expiring leases are renewed, are as follows:
| | | | |
| | Minimum Lease Payments | |
---|
2014 | | $ | 133,811 | |
2015 | | | 129,558 | |
2016 | | | 123,110 | |
2017 | | | 111,911 | |
2018 | | | 90,462 | |
Thereafter | | | 584,711 | |
| | | |
| | | | |
Total | | $ | 1,173,563 | |
| | | |
| | | | |
| | | | |
| | | |
24
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(5) Operating Leases (Continued)
The remaining lease terms range from less than one year to 72 years. Most of the revenue from the Company's properties consists of rents received under long-term operating leases. Some leases require the tenant to pay fixed base rent paid monthly in advance, and to reimburse the Company for the tenant's pro rata share of certain operating expenses including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees, and certain building repairs paid by the Company and recoverable under the terms of the lease. Under these leases, the Company pays all expenses and is reimbursed by the tenant for the tenant's pro rata share of recoverable expenses paid. Certain other tenants are subject to net leases which provide that the tenant is responsible for fixed base rent as well as all costs and expenses associated with occupancy. Under net leases where all expenses are paid directly by the tenant rather than the landlord, such expenses are not included in the consolidated statements of operations and other comprehensive income. Under leases where all expenses are paid by the Company, subject to reimbursement by the tenant, the expenses are included within property operating expenses and reimbursements are included in tenant recovery income on the consolidated statements of operations and other comprehensive income.
(6) Unconsolidated Entities
The Company is a member of a limited liability company formed as an insurance association captive (the "Insurance Captive"), which is owned in equal proportions by the Company and three related parties, Inland Real Estate Corporation, Inland American Real Estate Trust, Inc. and Inland Real Estate Income Trust, Inc. and a third party, Retail Properties of America, Inc. and is serviced by an affiliate of the Business Manager, Inland Risk and Insurance Management Services Inc. The Insurance Captive was formed to initially insure/reimburse the members' deductible obligations for the first $100 of property insurance and $100 of general liability insurance. The Company entered into the Insurance Captive to stabilize its insurance costs, manage its exposures and recoup expenses through the functions of the captive program. This entity is considered to be a variable interest entity (VIE) as defined in U.S. GAAP and the Company is not considered to be the primary beneficiary. Therefore, this investment is accounted for utilizing the equity method of accounting. The Company's risk of loss is limited to its investment and it is not required to fund additional capital to the entity.
| | | | | | | | | | | | | | | |
| |
| | Ownership % at | | Investment at | |
---|
Joint Venture | | Description | | December 31, 2013 | | December 31, 2012 | | December 31, 2013 | | December 31, 2012 | |
---|
Oak Property & Casualty LLC | | Insurance Captive | | | 20 | % | | 25 | % | $ | 484 | | $ | 248 | |
The Company's share of net income from its investment in the unconsolidated entity is based on the ratio of each member's premium contribution to the venture. The Company was allocated income of $260, $17 and $105 for the years ended December 31, 2013, 2012 and 2011, respectively.
On May 28, 2009, the Company purchased 1,000 shares of common stock in the Inland Real Estate Group of Companies for $1, which are accounted for under the cost method and included in investment in unconsolidated entities on the consolidated balance sheets.
25
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(7) Investment in Marketable Securities
Investment in marketable securities of $34,070 and $40,941 at December 31, 2013 and 2012, respectively, consists of primarily preferred and common stock and corporate bond investments in other publicly traded REITs which are classified as available-for-sale securities and recorded at fair value. The cost basis of the Company's investment in marketable securities was $33,492 and $37,943 at December 31, 2013 and 2012, respectively.
Unrealized holding gains and losses on available-for-sale securities are excluded from earnings and reported as a separate component of comprehensive income until realized. The Company has recorded an accumulated net unrealized gain of $578 and $2,999 on the consolidated balance sheets as of December 31, 2013 and 2012, respectively. The Company had net unrealized (losses) gains of $(2,421), $3,469 and $(634) for the years ended December 31, 2013, 2012 and 2011, respectively. These unrealized (losses) and gains have been recorded as other comprehensive income in the consolidated statements of operations and other comprehensive income.
Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis or first-in, first-out basis. The Company had realized gains of $641, $26 and $365 for the years ended December 31, 2013, 2012 and 2011, respectively. These gains have been recorded as realized gain on sale of marketable securities in the consolidated statements of operations and other comprehensive income.
The Company's policy for assessing recoverability of its available-for-sale securities is to record a charge against net earnings when the Company determines that a decline in the fair value of a security drops below the cost basis and believes that decline to be other-than-temporary, which includes determining whether for marketable securities: (1) the Company intends to sell the marketable security, and (2) it is more likely than not that the Company will be required to sell the marketable security before its anticipated recovery.
(8) Fair Value of Financial Instruments
The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, restricted cash and escrows, accounts and rents receivable, accounts payable and accrued expenses, accrued real estate taxes payable and due to related parties approximates their fair values at December 31, 2013 and 2012 due to the short maturity of these instruments.
All financial assets and liabilities are recognized or disclosed at fair value using a fair value hierarchy as described in note 2—"Fair Value Measurements."
26
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(8) Fair Value of Financial Instruments (Continued)
The following table presents the Company's assets and liabilities, measured at fair value on a recurring basis, and related valuation inputs within the fair value hierarchy utilized to measure fair value as of December 31, 2013 and 2012:
| | | | | | | | | | | | | |
| | Level 1 | | Level 2 | | Level 3 | | Total | |
---|
December 31, 2013 | | | | | | | | | | | | | |
Asset—investment in marketable securities | | $ | 24,871 | | $ | 9,199 | | $ | — | | $ | 34,070 | |
Asset—interest rate swap | | $ | — | | $ | 2,379 | | $ | — | | $ | 2,379 | |
Liability—interest rate swap | | $ | — | | $ | 4,127 | | $ | — | | $ | 4,127 | |
December 31, 2012 | | | | | | | | | | | | | |
Asset—investment in marketable securities | | $ | 31,231 | | $ | 9,710 | | $ | — | | $ | 40,941 | |
Liability—interest rate swap | | $ | — | | $ | 8,078 | | $ | — | | $ | 8,078 | |
The valuation techniques used to measure fair value of the investment in marketable securities above was quoted prices from national stock exchanges and quoted prices from third party brokers for similar assets (note 7). The Company performs certain validation procedures such as verifying changes in security prices from one period to the next and verifying ending security prices on a test basis.
The valuation techniques used to measure the fair value of the interest rate swaps above in which the counterparties have high credit ratings, were derived from pricing models provided by a third party, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data. The Company verifies the ending values provided by the third party to the values received on the counterparties' statements for reasonableness. The Company's discounted cash flow techniques use observable market inputs, such as LIBOR-based yield curves.
The Company estimates the fair value of its total debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by the Company's lenders using Level 3 inputs. The carrying value of the Company's mortgage debt (including mortgage debt classified as held for sale) was $1,185,433 and $1,158,051 at December 31, 2013 and 2012, respectively, and its estimated fair value was $1,211,250 and $1,189,621 as of December 31, 2013 and 2012, respectively. The Company's carrying amount of variable rate borrowings on the credit facility and securities margin payable approximates their fair values at December 31, 2013 and 2012.
(9) Transactions with Related Parties
The Company has an investment in an insurance captive entity with other REITs sponsored by our Sponsor and a third party. The entity is included in the Company's disclosure of Unconsolidated Entities (note 6) and is included in investment in unconsolidated entities on the consolidated balance sheets.
As of December 31, 2013 and 2012, the Company owed a total of $2,074 and $2,532, respectively, to our Sponsor and its affiliates related to advances used to pay administrative and offering costs and certain accrued expenses which are included in due to related parties on the consolidated balance sheets. These amounts represent non-interest bearing advances by the Sponsor and its affiliates and accrued business management fees, which the Company intends to repay.
27
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(9) Transactions with Related Parties (Continued)
At December 31, 2013 and 2012, the Company held $789 and $629, respectively, in shares of common stock in Inland Real Estate Corporation, which are classified as available-for-sale securities and recorded at fair value.
The Company has 1,000 shares of common stock in the Inland Real Estate Group of Companies with a recorded value of $1 at December 31, 2013 and 2012, which are accounted for under the cost method and included in investment in unconsolidated entities on the consolidated balance sheets.
The following table summarizes the Company's related party transactions for the years ended December 31, 2013, 2012 and 2011.
| | | | | | | | | | | | | | | | | | |
| |
| | For the Year Ended December 31, | | Unpaid Amounts as of | |
---|
| |
| | 2013 | | 2012 | | 2011 | | December 31, 2013 | | December 31, 2012 | |
---|
General and administrative: | | | | | | | | | | | | | | | | | | |
General and administrative reimbursement | | (a) | | $ | 1,259 | | $ | 1,101 | | $ | 793 | | $ | 292 | | $ | 335 | |
Loan servicing | | (b) | | | 306 | | | 185 | | | 98 | | | — | | | — | |
Discount on shares issued to affiliates | | (c) | | | — | | | 294 | | | 55 | | | — | | | — | |
Investment advisor fee | | (d) | | | 291 | | | 270 | | | 106 | | | 25 | | | 26 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Total general and administrative to related parties | | | | $ | 1,856 | | $ | 1,850 | | $ | 1,052 | | $ | 317 | | $ | 361 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Offering costs | | (e)(f) | | $ | — | | $ | 51,745 | | $ | 30,179 | | $ | — | | $ | 123 | |
Acquisition related costs | | (g) | | | 288 | | | 2,048 | | | 961 | | | — | | | 348 | |
Real estate management fees | | (h) | | | 9,165 | | | 5,601 | | | 3,124 | | | — | | | — | |
Business management fee | | (i) | | | 14,666 | | | 1,500 | | | 1,000 | | | 1,757 | | | 975 | |
Loan placement fees | | (j) | | | 65 | | | 1,109 | | | 418 | | | — | | | — | |
Cost reimbursement | | (k) | | | 47 | | | — | | | 75 | | | — | | | — | |
Sponsor noninterest bearing advances | | (l) | | | — | | | — | | | (1,500 | ) | | — | | | 724 | |
Sponsor contributions to pay dividends | | (l) | | | — | | | — | | | 1,500 | | | — | | | — | |
- (a)
- The Business Manager and its related parties are entitled to reimbursement for general and administrative expenses of the Business Manager and its related parties relating to the Company's administration. Such costs are included in general and administrative expenses in the consolidated statements of operations and other comprehensive income.
- (b)
- A related party of the Business Manager provides loan servicing to the Company for an annual fee equal to .03% of the first $1,000,000 of serviced loans and ..01% for serviced loans over $1,000,000. These loan servicing fees are paid monthly and are included in general and administrative expenses in the consolidated statements of operations and other comprehensive income.
- (c)
- The Company established a discount stock purchase policy for related parties and related parties of the Business Manager that enables the related parties to purchase shares of common stock at $9.00 per share. The Company sold 0, 294,331 and 55,203 shares to related parties for the years ended December 31, 2013, 2012 and 2011, respectively.
28
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(9) Transactions with Related Parties (Continued)
- (d)
- The Company pays a related party of the Business Manager to purchase and monitor its investment in marketable securities.
- (e)
- A related party of the Business Manager received selling commissions equal to 7.5% of the sale price for each share sold and a marketing contribution equal to 2.5% of the gross offering proceeds from shares sold, the majority of which were reallowed (paid) to third party soliciting dealers. The Company also reimbursed a related party of the Business Manager and the soliciting dealers for bona fide, out-of-pocket itemized and detailed due diligence expenses in amounts up to 0.5% of the gross offering proceeds. In addition, the Sponsor, its affiliates and third parties were reimbursed for any issuer costs that they paid on the Company's behalf, including any bona fide out-of-pocket, itemized and detailed due diligence expenses not reimbursed from amounts paid or reallowed (paid) as a marketing contribution, in an amount that did not exceed 1.5% of the gross offering proceeds. The Company did not pay selling commissions or the marketing contribution or reimburse issuer costs in connection with shares of common stock issued through the distribution reinvestment plan. Such costs were offset against the stockholders' equity accounts.
- (f)
- The majority of the offering costs were reallowed (paid) to third party soliciting dealers. Pursuant to the terms of the "best efforts" offering, issuer costs were not permitted to exceed 1.5% of the gross offering proceeds over the life of the "best efforts" offering. These costs did not exceed these limitations upon completion of the "best efforts" offering.
- (g)
- The Business Manager and its related parties are reimbursed for acquisition, dead deal and transaction related costs of the Business Manager and its related parties relating to the Company's acquisition of real estate assets. These costs relate to both closed and potential transactions and include customary due diligence costs including time and travel expense reimbursements. Such costs are included in acquisition related costs in the consolidated statements of operations and other comprehensive income. The Company does not pay acquisition fees to its Business Manager or its affiliates.
- (h)
- The real estate managers, entities owned principally by individuals who are related parties of the Business Manager, receive monthly real estate management fees up to 4.5% of gross operating income (as defined), for management and leasing services. Such costs are included in property operating expenses in the consolidated statements of operations and other comprehensive income. In addition to these fees, the real estate managers receive reimbursements of payroll costs for property level employees. The Company reimbursed or will reimburse the real estate managers and other affiliates $2,254, $1,458 and $827 for the years ended December 31, 2013, 2012 and 2011, respectively.
29
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(9) Transactions with Related Parties (Continued)
- (i)
- Subject to satisfying the criteria described below, the Company pays the Business Manager a quarterly business management fee equal to a percentage of the Company's "average invested assets" (as defined in the business management agreement), calculated as follows:
- (1)
- if the Company has declared distributions during the prior calendar quarter just ended, in an amount equal to or greater than an average 7% annualized distribution rate (assuming a share was purchased for $10.00), it will pay a fee equal to 0.1875% of its "average invested assets" for that prior calendar quarter;
- (2)
- if the Company has declared distributions during the prior calendar quarter just ended, in an amount equal to or greater than an average 6% annualized distribution rate but less than 7% annualized distribution rate (assuming a share was purchased for $10.00), it will pay a fee equal to 0.1625% of its "average invested assets" for that prior calendar quarter;
- (3)
- if the Company has declared distributions during the prior calendar quarter just ended, in an amount equal to or greater than an average 5% annualized distribution rate but less than 6% annualized distribution rate (assuming a share was purchased for $10.00), it will pay a fee equal to 0.125% of its "average invested assets" for that prior calendar quarter; or
- (4)
- if the Company does not satisfy the criteria in (1), (2) or (3) above in a particular calendar quarter just ended, it will not, except as set forth below, pay a business management fee for that prior calendar quarter.
- (5)
- Assuming that (1), (2) or (3) above is satisfied, the Business Manager may decide, in its sole discretion, to be paid an amount less than the total amount that may be paid. If the Business Manager decides to accept less in any particular quarter, the excess amount that is not paid may, in the Business Manager's sole discretion, be waived permanently or deferred, without interest, to be paid at a later point in time. This obligation to pay the deferred fee terminates if the Company acquires the Business Manager. For the years ended December 31, 2013, 2012 and 2011, the Business Manager was entitled to a business management fee in the amount equal to $14,830, $9,195 and $4,807, respectively of which $164, $7,695 and $3,807, respectively was permanently waived.
Separate and distinct from any business management fee, the Company will also reimburse the Business Manager, the Real Estate Managers and their affiliates for certain expenses that they, or any related party including the Sponsor, pay or incur on its behalf including the salaries and benefits of persons employed except that the Company will not reimburse either our Business Manager or Real Estate Managers for any compensation paid to individuals who also serve as the Company's executive officers, or the executive officers of the Business Manager, the Real Estate Managers or their affiliates; provided that, for these purposes, the secretaries will not be considered "executive officers." These costs were recorded in general and administrative expenses in the consolidated statements of operations and other comprehensive income.
- (j)
- The Company pays a related party of the Business Manager 0.2% of the principal amount of each loan it places for the Company. Such costs are capitalized as loan fees and amortized over the respective loan term.
30
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(9) Transactions with Related Parties (Continued)
- (k)
- The Company reimburses a related party of the Business Manager for costs incurred for construction oversight provided to the Company relating to its development project. These reimbursements are paid monthly during the development period. These costs are capitalized and are included in construction in progress on the consolidated balance sheet.
- (l)
- As of December 31, 2012, the Company owed $724 to our Sponsor related to advances used to pay administrative and offering costs prior to the commencement of the "best efforts" offering. These amounts are included in due to related parties on the consolidated balance sheets and has been subsequently paid.
The Company may pay additional types of compensation to affiliates of the Sponsor in the future, including the Business Manager and our Real Estate Managers and their respective affiliates; however, we did not pay any other types of compensation for the years ended December 31, 2013, 2012 and 2011.
(10) Mortgages, Credit Facility, and Securities Margins Payable
The following table shows the scheduled maturities and required principal payments of the Company's mortgages payable and Credit Facility including liabilities related to investment properties
31
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(10) Mortgages, Credit Facility, and Securities Margins Payable (Continued)
held for sale as of December 31, 2013, for each of the next five years and thereafter, including the effects of interest rate swaps:
| | | | | | | | | | | | | | | | | | | | | | |
| | 2014(d) | | 2015 | | 2016 | | 2017 | | 2018 | | Thereafter | | Total | |
---|
Fixed rate debt: | | | | | | | | | | | | | | | | | | | | | | |
Mortgages payable(a) | | $ | 7,638 | | $ | 96,016 | | $ | 48,806 | | $ | 97,715 | | $ | 125,131 | | $ | 624,513 | | $ | 999,819 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Total fixed rate debt | | | 7,638 | | | 96,016 | | | 48,806 | | | 97,715 | | | 125,131 | | | 624,513 | | | 999,819 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Variable rate debt: | | | | | | | | | | | | | | | | | | | | | | |
Mortgages payable(a) | | | — | | | 50,140 | | | 2,233 | | | 23,077 | | | 5,180 | | | 103,807 | | | 184,437 | |
Credit Facility | | | — | | | 52,500 | | | — | | | — | | | — | | | — | | | 52,500 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Total variable debt | | | — | | | 102,640 | | | 2,233 | | | 23,077 | | | 5,180 | | | 103,807 | | | 236,937 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Total debt(b) | | $ | 7,638 | | $ | 198,656 | | $ | 51,039 | | $ | 120,792 | | $ | 130,311 | | $ | 728,320 | | $ | 1,236,756 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Mortgages payable related to investment properties held for sale(c) | | $ | 341 | | $ | 10,090 | | $ | 1,002 | | $ | 21,596 | | $ | 47,205 | | $ | 162,447 | | $ | 242,681 | |
Weighted average interest rate on debt: | | | | | | | | | | | | | | | | | | | | | | |
Fixed rate debt | | | 5.84 | % | | 5.26 | % | | 4.84 | % | | 4.47 | % | | 5.23 | % | | 4.52 | % | | 4.70 | % |
Variable rate debt | | | — | | | 2.03 | % | | 2.66 | % | | 2.59 | % | | 2.52 | % | | 2.55 | % | | 2.33 | % |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Total | | | 5.84 | % | | 3.59 | % | | 4.75 | % | | 4.11 | % | | 5.12 | % | | 4.24 | % | | 4.25 | % |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Weighted average interest rate on mortgages payable related to investment properties held for sale(c) | | | 5.17 | % | | 5.02 | % | | 5.15 | % | | 4.15 | % | | 5.16 | % | | 4.45 | % | | 4.59 | % |
- (a)
- Excludes net mortgage premiums of $1,176, associated with debt assumed at acquisition, net of accumulated amortization as of December 31, 2013.
- (b)
- Excludes securities margin payable of $10,341 which is due upon the sale of marketable securities, and currently has an interest rate of 0.51% per annum, as of December 31, 2013.
- (c)
- As part of the Tranche I Closing of the Net Lease Properties on January 31, 2014, the Company repaid mortgage debt with a principal balance of $74,964 and a weighted average interest rate of 4.25% as of December 31, 2013. Some of the proceeds were used to subsequently repay the outstanding balance on the Credit Facility.
- (d)
- On March 10, 2014, the Company repaid the outstanding mortgage loan balance of $6,720 secured by Publix Shopping Center property located in St. Cloud, Florida.
The principal amount of our mortgage loans outstanding as of December 31, 2013 and 2012 was $1,184,256 and $1,156,582, respectively, and had a weighted average stated interest rate of 4.30% and 4.32% per annum, respectively, which includes effects of interest rate swaps. All of the Company's mortgage loans are secured by first mortgages on the real estate assets.
On February 20, 2013, the Company entered into a $14,750 loan secured by a first mortgage on The Corner located in Tucson, Arizona. This loan bears interest at a fixed rate equal to 4.10% per annum, and matures on March 1, 2023.
32
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(10) Mortgages, Credit Facility, and Securities Margins Payable (Continued)
On September 26, 2013, the Company entered into an $8,375 loan secured by a first mortgage on Copps Grocery Store located in Stevens Point, Wisconsin. This loan bears interest at a fixed rate equal to 3.95% per annum, and matures on September 26, 2018.
The mortgage loans may require compliance with certain covenants, such as debt service ratios, investment restrictions and distribution limitations. As of December 31, 2013, all of the mortgages were current in payments and the Company was in compliance with such covenants.
On November 1, 2012, the Company entered into an amended and restated credit agreement (as amended the "Credit Facility"), under which the Company may borrow, on an unsecured basis, up to $105,000. The Company has the right, provided that no default has occurred and is continuing, to increase the facility amount up to $200,000 with approval from the lending group. The obligations under the Credit Facility will mature on October 31, 2015, which may be extended to October 31, 2016 subject to satisfaction of certain conditions. The Company has the right to terminate the facility at any time, upon one business day notice and the repayment of all of its obligations thereunder. Borrowings under the Credit Facility bear interest at a base rate applicable to any particular borrowing (e.g., LIBOR) plus a graduated spread that varies with the Company's leverage ratio. The Company generally will be required to make monthly interest-only payments, except that we may be required to make partial principal payments in order to comply with certain debt covenants set forth in the Credit Facility. On December 31, 2013, the interest rate was 2.14% per annum. The Company is also required to pay, on a quarterly basis, an amount up to 0.35% per annum on the average daily unused funds remaining under the Credit Facility. The Credit Facility requires compliance with certain covenants which may restrict the availability of funds under the Credit Facility. Our performance of the obligations under the Credit Facility, including the payment of any outstanding indebtedness thereunder, is secured by a guaranty by certain of our subsidiaries owning unencumbered properties. The amount outstanding on the Credit Facility was $52,500 and $73,500 as of December 31, 2013 and 2012, respectively.
The Company has purchased a portion of its marketable securities through margin accounts. As of December 31, 2013 and 2012, the Company had a payable of $10,341 and $17,872, respectively, for securities purchased on margin. The debt bears a variable interest rate. As of December 31, 2013 and December 31, 2012, the interest rate was 0.51% and 0.56% per annum, respectively. The securities margin payable is due upon the sale of any marketable securities.
Interest Rate Swap Agreements
The Company entered into interest rate swaps to fix the floating LIBOR based debt under certain variable rate loans to a fixed rate to manage the risk exposed to interest rate fluctuations. The Company will generally match the maturity of the underlying variable rate debt with the maturity date on the interest swap.
33
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(10) Mortgages, Credit Facility, and Securities Margins Payable (Continued)
The following table summarizes the Company's interest rate swap contracts outstanding as of December 31, 2013:
| | | | | | | | | | | | | | | | | | | | |
Date Entered | | Effective Date | | Maturity Date | | Pay Fixed Rate | | Receive Floating Rate Index | | Notional Amount | | Fair Value as of December 31, 2013 | | Fair Value as of December 31, 2012 | |
---|
March 11, 2011(1) | | | April 5, 2011 | | November 5, 2015 | | | 5.01 | % | 1 month LIBOR | | $ | 9,350 | | $ | (322 | ) | $ | (489 | ) |
June 22, 2011 | | | June 24, 2011 | | June 22, 2016 | | | 4.47 | % | 1 month LIBOR | | | 13,359 | | | (457 | ) | | (678 | ) |
October 28, 2011 | | | November 1, 2011 | | October 21, 2016 | | | 3.75 | % | 1 month LIBOR | | | 10,837 | | | (240 | ) | | (387 | ) |
May 9, 2012 | | | May 9, 2012 | | May 9, 2017 | | | 3.38 | % | 1 month LIBOR | | | 10,150 | | | (66 | ) | | (211 | ) |
June 13, 2012(2) | | | June 10, 2011 | | December 10, 2018 | | | 5.17 | % | 1 month LIBOR | | | 49,391 | | | (3,041 | ) | | (5,428 | ) |
July 24, 2012(1) | | | July 26, 2012 | | July 20, 2017 | | | 3.09 | % | 1 month LIBOR | | | 4,677 | | | 23 | | | (44 | ) |
October 1, 2012 | | | April 1, 2014 | | March 29, 2019 | | | 3.85 | % | 1 month LIBOR | | | 45,000 | | | 977 | | | (315 | ) |
October 2, 2012 | | | October 4, 2012 | | October 1, 2017 | | | 3.73 | % | 1 month LIBOR | | | 24,750 | | | 132 | | | (299 | ) |
October 4, 2012(1) | | | October 4, 2012 | | October 3, 2019 | | | 3.15 | % | 1 month LIBOR | | | 10,808 | | | 402 | | | (109 | ) |
December 20, 2012 | | | December 20, 2012 | | December 20, 2017 | | | 3.36 | % | 1 month LIBOR | | | 9,900 | | | 87 | | | (118 | ) |
February 14, 2013(1)(3) | | | February 14, 2013 | | December 31, 2022 | | | 4.25 | % | 1 month LIBOR | | | 14,900 | | | 757 | | | — | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Total | | $ | 203,122 | | $ | (1,748 | ) | $ | (8,078 | ) |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
- (1)
- Interest rate swaps were settled as part of Tranche I Closing of the Net Lease Properties on January 31, 2014.
- (2)
- Assumed at the time of acquisition of Walgreens NE Portfolio with a then fair value of ($5,219).
- (3)
- On February 14, 2013, the Company entered into a floating-to-fixed interest rate swap agreement with a notional value of $14,900 and a maturity date of December 31, 2022 associated with the debt secured by a first mortgage on the Hasbro Office Building located in Providence, Rhode Island.
The Company has documented and designated these interest rate swaps as cash flow hedges. Based on the assessment of effectiveness using statistical regression, the Company determined that the interest rate swaps are effective. Effectiveness testing of the hedge relationship and measurement to quantify ineffectiveness is performed each fiscal quarter using the hypothetical derivative method. As these interest rate swaps qualify as cash flow hedges, the Company adjusts the cash flow hedges on a quarterly basis to their fair values with corresponding offsets to accumulated other comprehensive income. The Company does not offset derivative liabilities with derivative assets relating to its cash flow hedges. The Company has recorded an accumulated net unrealized gain (loss) of $2,125 and $(3,282) on the consolidated balance sheet as of December 31, 2013 and 2012, respectively. The interest rate swaps have been and are expected to remain highly effective for the term of the hedge. Effective amounts are reclassified to interest expense as the related hedged expense is incurred. Any ineffectiveness on the hedges is reported in other income/expense. For the years ended December 31, 2013 and 2012, the Company had $58 and $(66), respectively of ineffectiveness on its cash flow hedges. Amounts related to the swaps expected to be reclassified from accumulated other comprehensive income to interest expense in the next twelve months total $2,239.
34
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(10) Mortgages, Credit Facility, and Securities Margins Payable (Continued)
The table below presents the fair value of the Company's cash flow hedges as well as their classification on the consolidated balance sheets as of December 31, 2013 and 2012.
| | | | | | | | | | | |
| | December 31, 2013 | | December 31, 2012 | |
---|
| | Balance Sheet Location | | Fair Value | | Balance Sheet Location | | Fair Value | |
---|
Derivatives designated as cash flow hedges: | | | | | | | | | | | |
Interest rate swaps(1) | | Other liabilities | | $ | (4,127 | ) | Other liabilities | | $ | (8,078 | ) |
Interest rate swaps(2) | | Other assets | | | 2,379 | | Other assets | | | — | |
- (1)
- Includes $(3,364) and $(6,055) relating to assets held for sale as of December 31, 2013 and 2012, respectively.
- (2)
- Includes $1,182 relating to assets held for sale as of December 31, 2013.
The table below presents the effect of the Company's derivative financial instruments (including amounts related to discontinued operations) on the consolidated statements of operations and other comprehensive income for the years ended December 31, 2013, 2012 and 2011:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| |
| |
| |
| |
| |
| |
| |
| | Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion) | |
---|
| |
| |
| |
| |
| | Amount of (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | |
| |
---|
| | Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) | | Location of (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | |
| |
---|
| | Location of Gain(Loss) Recognized in Income on Derivative (Ineffective Portion) | |
---|
Derivatives in Cash Flow Hedging Relationships | |
---|
| 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 | | 2013 | | 2012 | | 2011 | |
---|
| |
| |
| |
---|
Interest rate swaps | | $ | 3,936 | | $ | (2,727 | ) | $ | (1,581 | ) | Interest Expense | | $ | (1,471 | ) | $ | (738 | ) | $ | (288 | ) | Other Expense | | $ | 58 | | $ | (66 | ) | $ | — | |
(11) Redeemable Noncontrolling Interests
Certain of the Company's consolidated joint ventures have issued units to noncontrolling interest holders that are redeemable at the noncontrolling interest holder's option for cash, or for shares of the Company's common stock at the Company's option. If the noncontrolling interest holder seeks redemption of its units for the Company's shares, the joint ventures may redeem the units through issuance of common stock by the Company on a one-for-one basis or through cash settlement at the redemption price. These redeemable noncontrolling interests will become redeemable at future dates generally no earlier than in 2015 but generally no later than 2022 based on certain redemption criteria. The redeemable noncontrolling interests are not mandatorily redeemable.
35
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(11) Redeemable Noncontrolling Interests (Continued)
The following table summarizes the redeemable noncontrolling interests as of December 31, 2013.
| | | | | | | | | | | | | | |
Joint Venture | | Number of Redeemable Noncontrolling Interests Units Outstanding(1) | | Redeemable Noncontrolling Interests at Issuance | | Carrying Value of Redeemable Noncontrolling Interests | | Preferred Return per Annum | | Notes |
---|
Kohl's Cumming | | | 141,602 | | $ | 1,416 | | $ | 1,416 | | | 5.00 | % | (2)(3) |
City Center | | | 2,656,450 | | | 26,565 | | | 26,758 | | | 4.00 | % | (3)(4) |
Crossing at Killingly | | | 960,802 | | | 9,608 | | | 9,776 | | | 3.50 | % | (3)(5) |
Territory Portfolio | | | 3,000,000 | | | 30,000 | | | 30,000 | | | 4.00 | % | (6) |
| | | | | | | | | | | |
| | | | | | | | | | | | | | |
Total | | | 6,758,854 | | $ | 67,589 | | $ | 67,950 | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | |
- (1)
- Redeemable noncontrolling interest units had a fair value of $10.00 each at the time of issuance.
- (2)
- As part of the Tranche I Closing of the Net Leased Properties on January 31, 2014, the Company's ownership interest in the Kohl's Cumming joint venture, a consolidated subsidiary, was sold and the redeemable noncontrolling interests was derecognized.
- (3)
- If the unit holder elects shares and the joint venture pays the redemption price in cash, the redemption value will be greater of i) $10.00 per unit, plus any accumulated, accrued and unpaid distributions to and including the date of redemption or ii) the Company's share price per share.
- (4)
- Preferred return started on June 7, 2013, upon fulfillment of the deferred investment property acquisition obligations.
- (5)
- Preferred return will increase to 5.50% per annum on October 3, 2015. The joint venture may issue up to an additional 298,121 redeemable noncontrolling interest units to settle its earnout liability included in the Company's investment property acquisition obligation on the consolidated balance sheet (note 16).
- (6)
- If the unit holder elects shares and the joint venture pays the redemption price in cash, the redemption value will be $10.00 per unit plus 50% of the excess of the Company's share price per share over $10.00 per unit.
36
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(11) Redeemable Noncontrolling Interests (Continued)
Below is a table reflecting the activity of the consolidated redeemable noncontrolling interests as of and for the years ended December 31, 2013.
| | | | | | | |
| | Redeemable Noncontrolling Interests | |
---|
| | 2013 | | 2012 | |
---|
Balance at beginning of period | | $ | 47,215 | | $ | — | |
Issuance of redeemable noncontrolling interests(1) | | | 20,473 | | | 47,115 | |
Net income attributable to redeemable noncontrolling interests | | | 2,440 | | | 209 | |
Payment of preferred return | | | (2,178 | ) | | (109 | ) |
| | | | | |
| | | | | | | |
Balance at close of period | | $ | 67,950 | | $ | 47,215 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
- (1)
- On June 7, 2013, the Company issued 2,047,300 redeemable noncontrolling interest units to settle the earnout obligation related to the City Center joint venture.
(12) Accumulated Other Comprehensive Income (Loss)
The following table indicates the changes and reclassifications affecting accumulated other comprehensive income (loss) by component for the year ended December 31, 2013.
| | | | | | | | | | |
| | Gain (Loss) on Cash Flow Hedges | | Unrealized Gains and (Losses) on Available-for-sale Securities | | Total | |
---|
Accumulated other comprehensive income (loss)—January 1, 2013 | | $ | (3,282 | ) | $ | 2,999 | | $ | (283 | ) |
Activity for current-period: | | | | | | | | | | |
Other comprehensive income (loss) before reclassifications | | | 3,936 | | | (1,780 | ) | | 2,156 | |
Amounts reclassified from other comprehensive income (loss) into income | | | 1,471 | (1) | | (641) | (2) | | 830 | |
| | | | | | | |
| | | | | | | | | | |
Net current-period other comprehensive income (loss) | | | 5,407 | | | (2,421 | ) | | 2,986 | |
| | | | | | | |
| | | | | | | | | | |
Accumulated other comprehensive income—December 31, 2013 | | $ | 2,125 | | $ | 578 | | $ | 2,703 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
- (1)
- Included in interest expense on the consolidated statements of operations and other comprehensive income.
- (2)
- Included in realized gain on sale of marketable securities on the consolidated statements of operations and other comprehensive income.
37
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(13) Income Taxes
The Company had no uncertain tax positions as of December 31, 2013 and 2012. The Company expects no significant increases or decreases in uncertain tax positions due to changes in tax positions within one year of December 31, 2013. The Company has no interest or penalties relating to income taxes recognized in the consolidated statements of operations and other comprehensive income for the years ended December 31, 2013, 2012 and 2011. As of December 31, 2013, returns for the calendar years 2010, 2011 and 2012 remain subject to examination by the U.S. tax jurisdiction and various state and local tax returns remain subject to examination for the years 2009, 2010, 2011 and 2012 by the state and local tax jurisdictions.
(14) Distributions
The Company has paid distributions based on daily record dates, payable monthly in arrears. The distributions that the Company has paid are equal to a daily amount equal to $0.00164384, which if paid each day for a 365-day period, would equal to $0.60 per share or a 6.0% annualized rate based on a purchase price of $10.00 per share. During for the years ended December 31, 2013, 2012 and 2011, the Company declared cash distributions, totaling $70,002, $54,687 and $25,263, respectively.
(15) Earnings (Loss) per Share
Basic earnings (loss) per share ("EPS") are computed by dividing net (loss) income attributable to common stockholders by the weighted average number of common shares outstanding for the period (the "common shares"). Diluted EPS is computed by dividing net (loss) income attributable to common stockholders by the common shares plus potential common shares issuable upon exercising options or other contracts. As of December 31, 2013 and 2012, the Company's only potentially dilutive common share equivalents outstanding were the redeemable noncontrolling interests that could be converted to 6,758,854 and 4,721,554 common shares, respectively, at future dates. As of December 31, 2013, our consolidated joint venture may issue up to an additional 298,121 redeemable noncontrolling interest units to settle its earnout liability included in the Company's investment property acquisition obligation on the consolidated balance sheet (note 16). Such common share equivalents were excluded as they were antidilutive.
38
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(16) Commitments and Contingencies
Thirteen of the Company's properties have earnout components related to property acquisitions. The maximum potential earnout payment was $32,906 at December 31, 2013. The table below presents the change in the Company's earnout liability for the years ended December 31, 2013, 2012 and 2011.
| | | | | | | |
| | For the Year Ended December 31, | |
---|
| | 2013 | | 2012 | |
---|
Earnout liability—beginning of period, fair value | | $ | 70,580 | | $ | 25,290 | |
Increases: | | | | | | | |
Acquisitions | | | — | | | 57,990 | |
Amortization expense | | | 2,230 | | | 2,477 | |
Decreases: | | | | | | | |
Payments to settle earnouts | | | (18,513 | ) | | (16,026 | ) |
Payments to settle earnouts in units(1) | | | (20,473 | ) | | — | |
Partial repayment of note receivable in settlement of earnout | | | (1,676 | ) | | — | |
Other: | | | | | | | |
Fair value adjustment of earnout liability | | | (2,945 | ) | | 849 | |
| | | | | |
| | | | | | | |
Earnout liability—end of period, fair value | | $ | 29,203 | | $ | 70,580 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
- (1)
- On June 7, 2013, the Company issued 2,047,300 redeemable noncontrolling interest units with a fair value of $20,473 to settle the earnout obligation related to the City Center joint venture.
The Company has provided a partial guarantee on certain financial obligations of our subsidiaries with an outstanding principal balance of $284,482. As of December 31, 2013, these guarantees totaled to an aggregate recourse amount of $95,499.
As of December 31, 2013, our consolidated joint ventures had $67,950 in redeemable noncontrolling interests that will become redeemable at future dates generally no earlier than in 2015 but generally no later than 2022 based on certain redemption criteria. The Kohl's Cumming redeemable noncontrolling interest units were transferred as part of Tranche I Closing of the Net Lease Properties on January 31, 2014. The redeemable noncontrolling interests are not mandatorily redeemable. At the noncontrolling interest holders' option, the Company may be required to pay cash, but if the noncontrolling interest holder elects to redeem its interest for the Company's stock, the Company at its option, may pay cash, issue common stock, or a mixture of both. See additional information relating to these redeemable noncontrolling interests in note 11.
The Company may be subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material adverse effect on the consolidated financial statements of the Company.
39
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(17) Segment Reporting
The Company has one reportable segment as defined by U.S. GAAP for the years ended December 31, 2013 and 2012.
(18) Subsequent Events
The Company has evaluated events and transactions that have occurred subsequent to December 31, 2013 for potential recognition and disclosure in these consolidated financial statements.
The Company's board of directors declared distributions payable to stockholders of record each day beginning on the close of business on January 1, 2013 through the close of business on March 31, 2013. Distributions were declared in a daily amount equal to $0.00164384 per share, which if paid each day for a 365-year period, would equate to $0.60 or a 6.0% annualized rate based on a purchase price of $10.00 per share. Distributions were and will continue to be paid monthly in arrears, as follows:
- •
- In January 2014, total distributions declared for the month of December 2013 were paid cash in the amount equal to $6,009.
- •
- In February 2014, total distributions declared for the month of January 2014 were paid cash in the amount equal to $6,003.
- •
- In March 2014, total distributions declared for the month of February 2014 were paid cash in the amount equal to $5,422.
On December 16, 2013, the Company entered into the Purchase and Sale Agreements with Realty Income. On January 31, 2014, the Company completed the Tranche I Closing, resulting in the sale to Realty Income of a total of 46 of the Net Lease Properties for an aggregate cash purchase price of approximately $201,955. See Note 1 to these consolidated financial statements.
On February 9, 2014, the Company entered into the Merger Agreement with Kite and Merger Sub and the Master Agreement with the Business Manager. See Note 1 to these consolidated financial statements.
On March 10, 2014, the Company repaid the outstanding mortgage loan balance of $6,720 secured by Publix Shopping Center property located in St. Cloud, Florida.
40
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands, except per share data)
(19) Quarterly Supplemental Financial Information (unaudited)
The following represents the results of operations, for each quarterly period, during 2013 and 2012.
| | | | | | | | | | | | | |
| | 2013 | |
---|
| | December 31 | | September 30 | | June 30 | | March 31 | |
---|
Total income as previously reported | | $ | 48,978 | | $ | 55,376 | | $ | 53,540 | | $ | 56,487 | |
Reclassified to discontinued operations(1) | | | — | | | (9,514 | ) | | (9,272 | ) | | (9,787 | ) |
| | | | | | | | | |
| | | | | | | | | | | | | |
Adjusted total income | | $ | 48,978 | | $ | 45,862 | | $ | 44,268 | | $ | 46,700 | |
Net income (loss) attributable to common stockholders | | $ | 768 | | $ | 227 | | $ | (1,483 | ) | $ | 205 | |
Net income (loss) attributable to common stockholders per common share, basic and diluted(2) | | $ | 0.01 | | $ | 0.00 | | $ | (0.01 | ) | $ | 0.00 | |
Weighted average number of common shares outstanding, basic and diluted(2) | | | 117,895,702 | | | 117,107,314 | | | 116,255,280 | | | 115,380,042 | |
| | | | | | | | | | | | | |
| | 2012 | |
---|
| | December 31 | | September 30 | | June 30 | | March 31 | |
---|
Total income as previously reported | | $ | 44,308 | | $ | 35,794 | | $ | 29,179 | | $ | 24,205 | |
Reclassified to discontinued operations(1) | | | (8,572 | ) | | (6,674 | ) | | (2,827 | ) | | (2,049 | ) |
| | | | | | | | | |
| | | | | | | | | | | | | |
Adjusted total income | | $ | 35,736 | | $ | 29,120 | | $ | 26,352 | | $ | 22,156 | |
Net (loss) income attributable to common stockholders | | $ | (306 | ) | $ | 1,594 | | $ | 990 | | $ | 338 | |
Net (loss) income attributable to common stockholders per common share, basic and diluted(2) | | $ | 0.00 | | $ | 0.02 | | $ | 0.01 | | $ | 0.01 | |
Weighted average number of common shares outstanding, basic and diluted(2) | | | 114,436,422 | | | 104,419,606 | | | 81,159,713 | | | 64,164,709 | |
- (1)
- Represents income that has been reclassified to discontinued operations since previously reported amounts in Form 10-Q or 10-K.
- (2)
- Quarterly income per common share amounts may not total the annual amounts due to rounding and the changes in the number of weighted common shares outstanding.
41
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2013
(Dollars in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | Initial Cost(A) | |
| | Gross amount at which carried at end of period(B) | |
| |
| |
---|
| | Encumbrance | | Land | | Buildings and Improvements | | Cost Capitalized Subsequent to Acquisition(C) | | Land and Improvements | | Buildings and Improvements | | Total(D) | | Accumulated Depreciation(E)(F) | | Date Constructed | | Date of Acquisition | |
---|
Retail | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Merrimack Village Center | | | 5,445 | | | 2,500 | | | 5,654 | | | 99 | | | 2,500 | | | 5,753 | | | 8,253 | | | 825 | | | 2007 | | | 2009 | |
Merrimack, NH | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pleasant Hill Commons | | | 6,800 | | | 5,000 | | | 5,200 | | | 47 | | | 5,000 | | | 5,247 | | | 10,247 | | | 783 | | | 2008 | | | 2010 | |
Kissimmee, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Regal Court | | | 23,900 | | | 6,500 | | | 31,306 | | | 278 | | | 6,500 | | | 31,584 | | | 38,084 | | | 4,308 | | | 2008 | | | 2010 | |
Shreveport, LA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Draper Crossing | | | — | | | 8,500 | | | 11,665 | | | 361 | | | 8,500 | | | 12,026 | | | 20,526 | | | 1,614 | | | 2001 | | | 2010 | |
Draper, UT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tradition Village Center | | | 8,750 | | | 4,400 | | | 12,702 | | | 25 | | | 4,400 | | | 12,727 | | | 17,127 | | | 1,610 | | | 2006 | | | 2010 | |
Port St. Lucie, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Landing At Tradition | | | 28,750 | | | 21,090 | | | 25,185 | | | 147 | | | 21,090 | | | 25,332 | | | 46,422 | | | 3,226 | | | 2007 | | | 2010 | |
Port St. Lucie, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Temple Terrace | | | — | | | 3,500 | | | 825 | | | 3,767 | | | 3,500 | | | 4,592 | | | 8,092 | | | 574 | | | 1969 | | | 2010 | |
Temple Terrace, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kohl's at Calvine Pointe | | | 10,500 | | | 3,437 | | | 9,263 | | | — | | | 3,437 | | | 9,263 | | | 12,700 | | | 1,291 | | | 2007 | | | 2010 | |
Elk Grove, CA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lake City Commons | | | 5,200 | | | 1,584 | | | 7,570 | | | 43 | | | 1,584 | | | 7,613 | | | 9,197 | | | 990 | | | 2008 | | | 2010 | |
Lake City, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Publix Shopping Center | | | 6,749 | | | 2,065 | | | 6,009 | | | 242 | | | 2,065 | | | 6,251 | | | 8,316 | | | 770 | | | 2003 | | | 2010 | |
St. Cloud, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kohl's Bend River Promenade | | | 9,350 | | | 5,440 | | | 7,765 | | | — | | | 5,440 | | | 7,765 | | | 13,205 | | | 991 | | | 2009 | | | 2010 | |
Bend, OR | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Whispering Ridge | | | 5,000 | | | 2,101 | | | 6,445 | | | — | | | 2,101 | | | 6,445 | | | 8,546 | | | 760 | | | 2008 | | | 2010 | |
Omaha, NE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bell Oaks Shopping Center | | | 6,548 | | | 1,800 | | | 9,058 | | | — | | | 1,800 | | | 9,058 | | | 10,858 | | | 1,075 | | | 2008 | | | 2010 | |
Newburgh, IN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Colonial Square Town Center | | | 18,140 | | | 4,900 | | | 19,360 | | | 283 | | | 4,900 | | | 19,643 | | | 24,543 | | | 2,379 | | | 2010 | | | 2010 | |
Fort Myers, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shops At Village Walk | | | 6,860 | | | 1,645 | | | 7,840 | | | — | | | 1,645 | | | 7,840 | | | 9,485 | | | 886 | | | 2009 | | | 2010 | |
Fort Myers, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lima Marketplace | | | 8,383 | | | 4,765 | | | 12,452 | | | 1 | | | 4,765 | | | 12,454 | | | 17,219 | | | 1,381 | | | 2008 | | | 2010 | |
Fort Wayne, IN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General—Ariton | | | 391 | | | 35 | | | 704 | | | — | | | 35 | | | 704 | | | 739 | | | 78 | | | 2010 | | | 2010 | |
Ariton, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General—Collins | | | 465 | | | 142 | | | 720 | | | — | | | 142 | | | 720 | | | 862 | | | 76 | | | 2010 | | | 2010 | |
Collins, GA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General—Decatur | | | 450 | | | 171 | | | 676 | | | — | | | 171 | | | 676 | | | 847 | | | 75 | | | 2010 | | | 2010 | |
Decatur, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
42
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | Initial Cost(A) | |
| | Gross amount at which carried at end of period(B) | |
| |
| |
---|
| | Encumbrance | | Land | | Buildings and Improvements | | Cost Capitalized Subsequent to Acquisition(C) | | Land and Improvements | | Buildings and Improvements | | Total(D) | | Accumulated Depreciation(E)(F) | | Date Constructed | | Date of Acquisition | |
---|
Dollar General—Dublin | | | 606 | | | 258 | | | 876 | | | — | | | 258 | | | 876 | | | 1,134 | | | 97 | | | 2010 | | | 2010 | |
Dublin, GA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General—Duncanville | | | 430 | | | 78 | | | 733 | | | — | | | 78 | | | 733 | | | 811 | | | 81 | | | 2010 | | | 2010 | |
Duncanville, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General—Excel | | | 455 | | | 49 | | | 810 | | | — | | | 49 | | | 810 | | | 859 | | | 85 | | | 2010 | | | 2010 | |
Frisco City, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General—Lagrange | | | 554 | | | 197 | | | 838 | | | — | | | 197 | | | 838 | | | 1,035 | | | 93 | | | 2011 | | | 2010 | |
LaGrange, GA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General—Milledgeville | | | 423 | | | 139 | | | 650 | | | — | | | 139 | | | 650 | | | 789 | | | 69 | | | 2010 | | | 2010 | |
Milledgeville, GA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General—Uriah | | | 391 | | | 19 | | | 727 | | | — | | | 19 | | | 727 | | | 746 | | | 77 | | | 2010 | | | 2010 | |
Uriah, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Waxahachie Crossing | | | 7,750 | | | 1,752 | | | 13,190 | | | 75 | | | 1,752 | | | 13,265 | | | 15,017 | | | 1,388 | | | 2010 | | | 2011 | |
Waxahachie, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Village at Bay Park | | | 9,183 | | | 5,068 | | | 8,956 | | | 45 | | | 5,068 | | | 9,002 | | | 14,070 | | | 954 | | | 2005 | | | 2011 | |
Ashwaubenon, WI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Northcrest Shopping Center | | | 15,780 | | | 3,907 | | | 26,974 | | | — | | | 3,907 | | | 26,974 | | | 30,881 | | | 2,689 | | | 2008 | | | 2011 | |
Charlotte, NC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Prattville Town Center | | | 15,930 | | | 2,463 | | | 23,553 | | | — | | | 2,463 | | | 23,553 | | | 26,016 | | | 2,351 | | | 2007 | | | 2011 | |
Prattville, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Landstown Commons | | | 50,140 | | | 9,751 | | | 68,167 | | | 394 | | | 9,751 | | | 68,561 | | | 78,312 | | | 6,673 | | | 2007 | | | 2011 | |
Virginia Beach, VA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Silver Springs Pointe | | | 8,800 | | | 3,032 | | | 12,126 | | | — | | | 3,032 | | | 12,126 | | | 15,158 | | | 1,230 | | | 2001 | | | 2011 | |
Oklahoma City, OK | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Copps Grocery Store | | | 3,480 | | | 892 | | | 4,642 | | | — | | | 892 | | | 4,642 | | | 5,534 | | | 460 | | | 2000 | | | 2011 | |
Neenah, WI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
University Town Center (2 properties) | | | 18,690 | | | 11,046 | | | 54,148 | | | 164 | | | 11,046 | | | 54,312 | | | 65,358 | | | 3,534 | | | 2009/2012/2013 | | | 2009/2012/2013 | |
Norman, OK | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pick N Save Grocery Store | | | 4,490 | | | 923 | | | 5,993 | | | — | | | 923 | | | 5,993 | | | 6,916 | | | 597 | | | 2009 | | | 2011 | |
Burlington, WI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walgreens—Lake Mary | | | 5,080 | | | 1,743 | | | 7,031 | | | — | | | 1,743 | | | 7,031 | | | 8,774 | | | 670 | | | 2009 | | | 2011 | |
Lake Mary, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walgreens Plaza | | | 4,650 | | | 1,031 | | | 7,320 | | | — | | | 1,031 | | | 7,320 | | | 8,351 | | | 701 | | | 2010 | | | 2011 | |
Jacksonville, NC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walgreens—Heritage Square | | | 4,460 | | | 1,224 | | | 6,504 | | | 24 | | | 1,224 | | | 6,528 | | | 7,752 | | | 620 | | | 2010 | | | 2011 | |
Conyers, GA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Perimeter Woods | | | 33,330 | | | 9,010 | | | 44,081 | | | 33 | | | 9,010 | | | 44,114 | | | 53,124 | | | 4,007 | | | 2008 | | | 2011 | |
Charlotte, NC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Draper Peaks | | | 23,905 | | | 11,144 | | | 28,566 | | | 416 | | | 11,144 | | | 28,981 | | | 40,126 | | | 2,689 | | | 2007 | | | 2011 | |
Draper, UT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shoppes At Prairie Ridge | | | 15,591 | | | 4,556 | | | 20,388 | | | 2 | | | 4,556 | | | 20,390 | | | 24,946 | | | 1,903 | | | 2009 | | | 2011 | |
Pleasant Prairie, WI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fairgrounds Crossing | | | 13,453 | | | 6,163 | | | 14,356 | | | 84 | | | 6,163 | | | 14,440 | | | 20,603 | | | 1,352 | | | 2011 | | | 2011 | |
Hot Springs, AR | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mullins Crossing | | | 21,339 | | | 5,683 | | | 30,263 | | | — | | | 5,683 | | | 30,263 | | | 35,946 | | | 2,486 | | | 2005 | | | 2011 | |
Evans, GA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
43
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | Initial Cost(A) | |
| | Gross amount at which carried at end of period(B) | |
| |
| |
---|
| | Encumbrance | | Land | | Buildings and Improvements | | Cost Capitalized Subsequent to Acquisition(C) | | Land and Improvements | | Buildings and Improvements | | Total(D) | | Accumulated Depreciation(E)(F) | | Date Constructed | | Date of Acquisition | |
---|
Fox Point | | | 10,837 | | | 3,502 | | | 11,581 | | | 20 | | | 3,502 | | | 11,601 | | | 15,103 | | | 988 | | | 2008 | | | 2011 | |
Neenah, WI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Harvest Square | | | 6,800 | | | 2,317 | | | 8,529 | | | 141 | | | 2,317 | | | 8,670 | | | 10,987 | | | 666 | | | 2008 | | | 2011 | |
Harvest, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Palm Coast Landing | | | 22,550 | | | 3,950 | | | 31,002 | | | — | | | 3,950 | | | 31,002 | | | 34,952 | | | 2,188 | | | 2010 | | | 2011 | |
Palm Coast, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General—Sycamore | | | 461 | | | 215 | | | 577 | | | — | | | 215 | | | 577 | | | 792 | | | 41 | | | 2011 | | | 2011 | |
Sycamore, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Market—Port St. Joe | | | 2,017 | | | 793 | | | 2,170 | | | — | | | 793 | | | 2,170 | | | 2,963 | | | 163 | | | 2011 | | | 2012 | |
Port St. Joe, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hamilton Crossing | | | 15,637 | | | 2,825 | | | 24,287 | | | — | | | 2,825 | | | 24,287 | | | 27,112 | | | 1,571 | | | 2008 | | | 2012 | |
Alcoa, TN | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Buffalo | | | — | | | 240 | | | 977 | | | — | | | 240 | | | 977 | | | 1,217 | | | 63 | | | 2011 | | | 2012 | |
Buffalo, NY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shoppes at Branson Hills | | | 29,964 | | | 10,798 | | | 36,434 | | | — | | | 10,798 | | | 36,434 | | | 47,232 | | | 2,335 | | | 2005 | | | 2012 | |
Branson, MO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shoppes at Hawk Ridge | | | 4,950 | | | 2,709 | | | 5,416 | | | 50 | | | 2,709 | | | 5,466 | | | 8,175 | | | 359 | | | 2008 | | | 2012 | |
Lake St. Louis, MO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bayonne Crossing | | | 45,000 | | | 20,911 | | | 48,066 | | | — | | | 20,911 | | | 48,066 | | | 68,977 | | | 3,118 | | | 2011 | | | 2012 | |
Bayonne, NJ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Eastside Junction | | | 6,270 | | | 1,856 | | | 8,805 | | | 93 | | | 1,856 | | | 8,898 | | | 10,754 | | | 537 | | | 2008 | | | 2012 | |
Athens, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shops at Julington Creek | | | 4,785 | | | 2,247 | | | 5,578 | | | — | | | 2,247 | | | 5,578 | | | 7,825 | | | 345 | | | 2011 | | | 2012 | |
Jacksonville, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Lillian | | | — | | | 318 | | | 575 | | | — | | | 318 | | | 575 | | | 893 | | | 34 | | | 2012 | | | 2012 | |
Lillian, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Market—Slocomb | | | 1,417 | | | 608 | | | 1,898 | | | — | | | 608 | | | 1,898 | | | 2,506 | | | 118 | | | 2012 | | | 2012 | |
Slocomb, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Clanton | | | — | | | 389 | | | 656 | | | — | | | 389 | | | 656 | | | 1,045 | | | 39 | | | 2012 | | | 2012 | |
Clanton, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BB&T—Plantation | | | 1,295 | | | 610 | | | 1,483 | | | — | | | 610 | | | 1,483 | | | 2,093 | | | 89 | | | 2001 | | | 2012 | |
Plantation, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BB&T—Wilmington | | | 1,024 | | | 776 | | | 1,177 | | | — | | | 776 | | | 1,177 | | | 1,953 | | | 69 | | | 1990 | | | 2012 | |
Wilmington, NC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
KeyBank—Beachwood | | | 1,145 | | | 1,146 | | | 601 | | | — | | | 1,146 | | | 601 | | | 1,747 | | | 38 | | | 1979 | | | 2012 | |
Beachwood, OH | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
KeyBank—Euclid | | | 612 | | | 260 | | | 912 | | | — | | | 260 | | | 912 | | | 1,172 | | | 53 | | | 1965 | | | 2012 | |
Euclid, OH | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
KeyBank—Mentor | | | 921 | | | 680 | | | 914 | | | — | | | 680 | | | 914 | | | 1,594 | | | 54 | | | 1976 | | | 2012 | |
Mentor, OH | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
KeyBank—Pepper Pike | | | 860 | | | 957 | | | 689 | | | — | | | 957 | | | 689 | | | 1,646 | | | 40 | | | 1974 | | | 2012 | |
Pepper Pike, OH | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
KeyBank—Shaker Heights | | | 932 | | | 736 | | | 1,047 | | | — | | | 736 | | | 1,047 | | | 1,783 | | | 61 | | | 1957 | | | 2012 | |
Shaker Heights, OH | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
44
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | Initial Cost(A) | |
| | Gross amount at which carried at end of period(B) | |
| |
| |
---|
| | Encumbrance | | Land | | Buildings and Improvements | | Cost Capitalized Subsequent to Acquisition(C) | | Land and Improvements | | Buildings and Improvements | | Total(D) | | Accumulated Depreciation(E)(F) | | Date Constructed | | Date of Acquisition | |
---|
Regions Bank—Acworth | | | 1,043 | | | 570 | | | 1,068 | | | — | | | 570 | | | 1,068 | | | 1,638 | | | 64 | | | 2004 | | | 2012 | |
Acworth, GA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Regions Bank—Alpharetta | | | 1,522 | | | 698 | | | 1,365 | | | — | | | 698 | | | 1,365 | | | 2,063 | | | 84 | | | 2003 | | | 2012 | |
Alpharetta, GA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Marbury | | | — | | | 231 | | | 685 | | | — | | | 231 | | | 685 | | | 916 | | | 41 | | | 2012 | | | 2012 | |
Marbury, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Gilbertown | | | — | | | 123 | | | 1,008 | | | — | | | 123 | | | 1,008 | | | 1,131 | | | 56 | | | 2012 | | | 2012 | |
Gilbertown, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
South Elgin Commons | | | — | | | 3,771 | | | 18,684 | | | — | | | 3,771 | | | 18,684 | | | 22,455 | | | 1,098 | | | 2011 | | | 2012 | |
Elgin, IL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walgreens—Berlin | | | 4,840 | | | 2,000 | | | 4,155 | | | — | | | 2,000 | | | 4,155 | | | 6,155 | | | 245 | | | 2007 | | | 2012 | |
Berlin, CT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walgreens—Brandford | | | 5,285 | | | 2,200 | | | 4,500 | | | — | | | 2,200 | | | 4,500 | | | 6,700 | | | 266 | | | 2007 | | | 2012 | |
Brandford, CT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walgreens—Brockton | | | 6,421 | | | 3,500 | | | 4,424 | | | — | | | 3,500 | | | 4,424 | | | 7,924 | | | 263 | | | 2007 | | | 2012 | |
Brockton, MA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walgreens—Derry | | | 4,988 | | | 1,750 | | | 4,363 | | | — | | | 1,750 | | | 4,363 | | | 6,113 | | | 258 | | | 2007 | | | 2012 | |
Derry, NH | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walgreens—Dover | | | 4,742 | | | 1,800 | | | 4,043 | | | — | | | 1,800 | | | 4,043 | | | 5,843 | | | 240 | | | 2008 | | | 2012 | |
Dover, NH | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walgreens—Ledgewood | | | 6,223 | | | 2,600 | | | 5,352 | | | — | | | 2,600 | | | 5,352 | | | 7,952 | | | 316 | | | 2007 | | | 2012 | |
Ledgewood, NJ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walgreens—Melrose | | | 6,026 | | | 3,000 | | | 4,435 | | | — | | | 3,000 | | | 4,435 | | | 7,435 | | | 249 | | | 2007 | | | 2012 | |
Melrose, MA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walgreens—Mount Ephraim | | | 6,223 | | | 2,600 | | | 5,581 | | | — | | | 2,600 | | | 5,581 | | | 8,181 | | | 311 | | | 2007 | | | 2012 | |
Mount Ephraim, NJ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Walgreens—Sewell | | | 4,643 | | | 2,200 | | | 4,918 | | | — | | | 2,200 | | | 4,918 | | | 7,118 | | | 283 | | | 2008 | | | 2012 | |
Sewell, NJ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Saxon Crossing | | | 11,400 | | | 3,455 | | | 14,555 | | | — | | | 3,455 | | | 14,555 | | | 18,010 | | | 814 | | | 2009 | | | 2012 | |
Orange City, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Enterprise | | | — | | | 220 | | | 768 | | | — | | | 220 | | | 768 | | | 988 | | | 43 | | | 2012 | | | 2012 | |
Enterprise, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Odenville | | | — | | | 197 | | | 613 | | | — | | | 197 | | | 613 | | | 810 | | | 33 | | | 2012 | | | 2012 | |
Odenville, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BP—Gordonsville | | | 707 | | | 840 | | | 322 | | | — | | | 840 | | | 322 | | | 1,162 | | | 17 | | | 1997 | | | 2012 | |
Gordonsville, VA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BP—Fontaine | | | 1,476 | | | 1,043 | | | 1,374 | | | — | | | 1,043 | | | 1,374 | | | 2,417 | | | 73 | | | 1989 | | | 2012 | |
Charlottesville, VA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BP—Monticello | | | 1,030 | | | 399 | | | 1,285 | | | — | | | 399 | | | 1,285 | | | 1,684 | | | 68 | | | 1995 | | | 2012 | |
Charlottesville, VA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BP—Seminole | | | 1,695 | | | 945 | | | 1,833 | | | — | | | 945 | | | 1,833 | | | 2,778 | | | 97 | | | 1992 | | | 2012 | |
Charlottesville, VA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
45
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | Initial Cost(A) | |
| | Gross amount at which carried at end of period(B) | |
| |
| |
---|
| | Encumbrance | | Land | | Buildings and Improvements | | Cost Capitalized Subsequent to Acquisition(C) | | Land and Improvements | | Buildings and Improvements | | Total(D) | | Accumulated Depreciation(E)(F) | | Date Constructed | | Date of Acquisition | |
---|
Citgo—Gordonsville | | | 3,727 | | | 2,250 | | | 3,796 | | | — | | | 2,250 | | | 3,796 | | | 6,046 | | | 201 | | | 2003 | | | 2012 | |
Gordonsville, VA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BJ's at Ritchie Station | | | 17,820 | | | 4,486 | | | 24,827 | | | — | | | 4,486 | | | 24,827 | | | 29,313 | | | 1,238 | | | 2010 | | | 2012 | |
Capital Heights, MD | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Market—Candler | | | — | | | 398 | | | 2,497 | | | — | | | 398 | | | 2,497 | | | 2,895 | | | 132 | | | 2012 | | | 2012 | |
Candler, NC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shops at Moore | | | 21,300 | | | 6,674 | | | 28,206 | | | — | | | 6,674 | | | 28,206 | | | 34,880 | | | 1,482 | | | 2010 | | | 2012 | |
Moore, OK | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Kohl's—Cumming | | | 4,675 | | | 2,750 | | | 5,478 | | | — | | | 2,750 | | | 5,478 | | | 8,228 | | | 286 | | | 2000 | | | 2012 | |
Cumming, GA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Market—Vienna | | | 1,417 | | | 635 | | | 1,883 | | | — | | | 635 | | | 1,883 | | | 2,518 | | | 93 | | | 2012 | | | 2012 | |
Vienna, GA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Centre Point Commons | | | 14,410 | | | 2,842 | | | 21,938 | | | — | | | 2,842 | | | 21,938 | | | 24,780 | | | 1,026 | | | 2007 | | | 2012 | |
Bradenton, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Borger | | | 589 | | | 214 | | | 680 | | | — | | | 214 | | | 680 | | | 894 | | | 34 | | | 2010 | | | 2012 | |
Borger, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Brookshire | | | 863 | | | 347 | | | 960 | | | — | | | 347 | | | 960 | | | 1,307 | | | 48 | | | 2010 | | | 2012 | |
Brookshire, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Bullard | | | 600 | | | 159 | | | 747 | | | — | | | 159 | | | 747 | | | 906 | | | 37 | | | 2009 | | | 2012 | |
Bullard, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Cisco | | | 531 | | | 40 | | | 757 | | | — | | | 40 | | | 757 | | | 797 | | | 38 | | | 2010 | | | 2012 | |
Cisco, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Glen Rose | | | 903 | | | 297 | | | 1,087 | | | — | | | 297 | | | 1,087 | | | 1,384 | | | 54 | | | 2010 | | | 2012 | |
Glen Rose, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Hamilton | | | 626 | | | 147 | | | 807 | | | — | | | 147 | | | 807 | | | 954 | | | 40 | | | 2010 | | | 2012 | |
Hamilton, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Itasca | | | 543 | | | 30 | | | 784 | | | — | | | 30 | | | 784 | | | 814 | | | 39 | | | 2010 | | | 2012 | |
Itasca, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Joaquin | | | 656 | | | 50 | | | 935 | | | — | | | 50 | | | 935 | | | 985 | | | 47 | | | 2010 | | | 2012 | |
Joaquin, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Llano | | | 804 | | | 207 | | | 1,019 | | | — | | | 207 | | | 1,019 | | | 1,226 | | | 51 | | | 2010 | | | 2012 | |
Llano, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Memphis | | | 461 | | | 29 | | | 654 | | | — | | | 29 | | | 654 | | | 683 | | | 33 | | | 2009 | | | 2012 | |
Memphis, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Mt. Vernon | | | 641 | | | 60 | | | 919 | | | — | | | 60 | | | 919 | | | 979 | | | 46 | | | 2010 | | | 2012 | |
Mt. Vernon, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Pineland | | | 703 | | | 108 | | | 950 | | | — | | | 108 | | | 950 | | | 1,058 | | | 47 | | | 2009 | | | 2012 | |
Pineland, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Rockdale | | | 592 | | | 117 | | | 784 | | | — | | | 117 | | | 784 | | | 901 | | | 39 | | | 2010 | | | 2012 | |
Rockdale, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Sealy | | | 723 | | | 348 | | | 745 | | | — | | | 348 | | | 745 | | | 1,093 | | | 37 | | | 2010 | | | 2012 | |
Sealy, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
46
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | Initial Cost(A) | |
| | Gross amount at which carried at end of period(B) | |
| |
| |
---|
| | Encumbrance | | Land | | Buildings and Improvements | | Cost Capitalized Subsequent to Acquisition(C) | | Land and Improvements | | Buildings and Improvements | | Total(D) | | Accumulated Depreciation(E)(F) | | Date Constructed | | Date of Acquisition | |
---|
Dollar General Store—Van Horn | | | 707 | | | 48 | | | 1,022 | | | — | | | 48 | | | 1,022 | | | 1,070 | | | 51 | | | 2010 | | | 2012 | |
Van Horn, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lake City Commons II | | | — | | | 511 | | | 2,130 | | | — | | | 511 | | | 2,130 | | | 2,641 | | | 105 | | | 2011 | | | 2012 | |
Lake City, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pathmark—Seaford | | | 13,839 | | | 2,440 | | | 17,000 | | | — | | | 2,440 | | | 17,000 | | | 19,440 | | | 854 | | | 1968 | | | 2012 | |
Seaford, NY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pathmark—Upper Darby | | | 8,835 | | | 1,750 | | | 11,834 | | | — | | | 1,750 | | | 11,834 | | | 13,584 | | | 588 | | | 1978 | | | 2012 | |
Upper Darby, PA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Pathmark—Wilmington | | | 4,794 | | | 1,348 | | | 6,622 | | | — | | | 1,348 | | | 6,622 | | | 7,970 | | | 326 | | | 1981 | | | 2012 | |
Wilmington, DE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Schnucks—Arsenal | | | — | | | 1,403 | | | 4,722 | | | — | | | 1,403 | | | 4,722 | | | 6,125 | | | 234 | | | 1984 | | | 2012 | |
St. Louis, MO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Schnucks—Festus | | | — | | | 1,507 | | | 5,584 | | | — | | | 1,507 | | | 5,584 | | | 7,091 | | | 276 | | | 1984 | | | 2012 | |
Festus, MO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Schnucks—Grand | | | — | | | 1,536 | | | 5,632 | | | — | | | 1,536 | | | 5,632 | | | 7,168 | | | 264 | | | 1989 | | | 2012 | |
St. Louis, MO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Anson | | | 608 | | | 109 | | | 816 | | | — | | | 109 | | | 816 | | | 925 | | | 38 | | | 2009 | | | 2012 | |
Anson, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—East Bernard | | | 577 | | | 76 | | | 799 | | | — | | | 76 | | | 799 | | | 875 | | | 37 | | | 2009 | | | 2012 | |
East Bernard, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
City Center | | | 93,000 | | | 11,617 | | | 136,439 | | | — | | | 11,617 | | | 136,439 | | | 148,056 | | | 6,005 | | | 2004 | | | 2012 | |
White Plains, NY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Miramar Square | | | 31,625 | | | 14,940 | | | 34,784 | | | — | | | 14,940 | | | 34,784 | | | 49,724 | | | 1,626 | | | 2008 | | | 2012 | |
Miramar, FL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Crossing at Killingly Commons | | | 33,000 | | | 15,281 | | | 39,212 | | | — | | | 15,281 | | | 39,212 | | | 54,493 | | | 1,819 | | | 2010 | | | 2012 | |
Dayville, CT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Wheatland Town Center | | | 15,080 | | | 3,684 | | | 32,973 | | | — | | | 3,684 | | | 32,973 | | | 36,657 | | | 1,450 | | | 2012 | | | 2012 | |
Dallas, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Hertford | | | — | | | 193 | | | 1,077 | | | — | | | 193 | | | 1,077 | | | 1,270 | | | 47 | | | 2012 | | | 2012 | |
Hertford, NC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Market—Resaca | | | 1,635 | | | 634 | | | 2,203 | | | — | | | 634 | | | 2,203 | | | 2,837 | | | 103 | | | 2012 | | | 2012 | |
Resaca, GA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Landings at Ocean Isle Beach | | | — | | | 2,587 | | | 5,497 | | | 8 | | | 2,587 | | | 5,505 | | | 8,092 | | | 244 | | | 2009 | | | 2012 | |
Ocean Isle Beach, NC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Corner | | | 14,750 | | | 3,521 | | | 20,429 | | | — | | | 3,521 | | | 20,429 | | | 23,950 | | | 844 | | | 2010 | | | 2012 | |
Tucson, AZ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Remlap | | | — | | | 124 | | | 682 | | | — | | | 124 | | | 682 | | | 806 | | | 30 | | | 2012 | | | 2012 | |
Remlap, AZ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Market—Canton | | | — | | | 629 | | | 2,329 | | | — | | | 629 | | | 2,329 | | | 2,958 | | | 89 | | | 2012 | | | 2012 | |
Canton, MS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cannery Corner | | | — | | | 3,322 | | | 10,557 | | | — | | | 3,322 | | | 10,557 | | | 13,879 | | | 376 | | | 2008 | | | 2012 | |
North Las Vegas, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
47
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| | Initial Cost(A) | |
| | Gross amount at which carried at end of period(B) | |
| |
| |
---|
| | Encumbrance | | Land | | Buildings and Improvements | | Cost Capitalized Subsequent to Acquisition(C) | | Land and Improvements | | Buildings and Improvements | | Total(D) | | Accumulated Depreciation(E)(F) | | Date Constructed | | Date of Acquisition | |
---|
Centennial Center | | | 70,455 | | | 9,824 | | | 111,444 | | | 10 | | | 9,824 | | | 111,454 | | | 121,278 | | | 3,918 | | | 2002 | | | 2012 | |
Las Vegas, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Centennial Gateway | | | 29,978 | | | 6,758 | | | 39,834 | | | — | | | 6,758 | | | 39,834 | | | 46,592 | | | 1,403 | | | 2005 | | | 2012 | |
Las Vegas, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Eastern Beltway | | | 34,100 | | | 5,467 | | | 52,095 | | | — | | | 5,467 | | | 52,089 | | | 57,562 | | | 1,830 | | | 1998 | | | 2012 | |
Las Vegas, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Eastgate | | | 14,407 | | | 3,794 | | | 19,775 | | | — | | | 3,794 | | | 19,775 | | | 23,569 | | | 697 | | | 1998 | | | 2012 | |
Henderson, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Lowe's Plaza | | | — | | | 1,805 | | | 3,103 | | | — | | | 1,805 | | | 3,103 | | | 4,908 | | | 110 | | | 2007 | | | 2012 | |
Las Vegas, NV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dollar General Store—Samson | | | — | | | 269 | | | 1,069 | | | — | | | 269 | | | 1,069 | | | 1,338 | | | 30 | | | 2012 | | | 2013 | |
Samson, AL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Copps Grocery—Stevens Point | | | 8,375 | | | 1,378 | | | 11,507 | | | — | | | 1,378 | | | 11,507 | | | 12,885 | | | 107 | | | 2012 | | | 2013 | |
Stevens Point, WI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Office | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Siemens' Building | | | 10,250 | | | 4,426 | | | 9,880 | | | 405 | | | 4,426 | | | 10,285 | | | 14,711 | | | 1,274 | | | 2009 | | | 2010 | |
Buffalo Grove, IL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Time Warner Cable Division HQ | | | 9,100 | | | 682 | | | 15,408 | | | — | | | 682 | | | 15,408 | | | 16,090 | | | 1,673 | | | 2000 | | | 2010 | |
East Syracuse, NY | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Elementis Worldwide Global HQ | | | 9,625 | | | 1,089 | | | 12,327 | | | — | | | 1,089 | | | 12,327 | | | 13,416 | | | 694 | | | 2012 | | | 2012 | |
East Windsor, NJ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hasbro Office Building | | | 14,900 | | | 3,400 | | | 21,635 | | | 84 | | | 3,400 | | | 21,719 | | | 25,119 | | | 766 | | | 2012 | | | 2012 | |
Providence, RI | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Multi-Family | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Crossings At Hillcroft | | | 11,370 | | | 1,240 | | | 17,362 | | | — | | | 1,240 | | | 17,362 | | | 18,602 | | | 1,986 | | | 2007 | | | 2010 | |
Houston, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
One Webster | | | 12,925 | | | 3,462 | | | 19,243 | | | — | | | 3,462 | | | 19,243 | | | 22,705 | | | 1,068 | | | 2011 | | | 2012 | |
Chelsea, MA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Industrial | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Siemens Gas Turbine Service Division | | | 9,790 | | | 2,786 | | | 13,837 | | | — | | | 2,786 | | | 13,837 | | | 16,623 | | | 766 | | | 2012 | | | 2012 | |
Deer Park, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
FedEx Distribution Centers | | | 21,615 | | | 5,820 | | | 30,518 | | | — | | | 5,820 | | | 30,518 | | | 36,338 | | | 1,937 | | | 2009 | | | 2012 | |
Houston, TX | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TOTAL(G): | | $ | 1,184,256 | | $ | 394,336 | | $ | 1,661,829 | | $ | 7,341 | | $ | 394,336 | | $ | 1,669,165 | | $ | 2,063,508 | | $ | 115,099 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
48
Notes:
- (A)
- The initial cost to the Company represents the original purchase price of the property, including estimated earnouts and other amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
- (B)
- The aggregate cost of real estate owned at December 31, 2013 for federal income tax purposes was approximately $1,973,643. (unaudited).
- (C)
- Does not include construction in progress.
- (D)
- Reconciliation of real estate owned:
| | | | | | | |
| | Year ended December 31, | |
---|
| | 2013 | | 2012 | |
---|
Balance at beginning of period | | $ | 2,039,182 | | $ | 802,646 | |
Acquisitions | | | 22,420 | | | 1,235,302 | |
Improvements | | | 1,906 | | | 1,234 | |
| | | | | |
| | | | | | | |
Balance at close of period | | $ | 2,063,508 | | $ | 2,039,182 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
- (E)
- Reconciliation of accumulated depreciation:
| | | | | | | |
| | Year ended December 31, | |
---|
| | 2013 | | 2012 | |
---|
Balance at beginning of period | | $ | 54,843 | | $ | 20,044 | |
Depreciation expense | | | 60,256 | | | 34,799 | |
| | | | | |
| | | | | | | |
Balance at close of period | | $ | 115,099 | | $ | 54,843 | |
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | |
- (F)
- Depreciation is computed based upon the following estimated lives:
| | |
Buildings and improvements | | 15 - 30 years |
Tenant improvements | | Shorter of life of asset or term of the lease |
- (G)
- Amounts in this table may not tie to the total due to rounding.
49
QuickLinks
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.INDEXINLAND DIVERSIFIED REAL ESTATE TRUST, INC. Consolidated Statements of Cash Flows (Continued) (Dollars in thousands)