UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 17, 2022
INLAND REAL ESTATE INCOME TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
| Maryland |
| 000-55146 |
| 45-3079597 |
|
| (State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
|
2901 Butterfield Road
Oak Brook, Illinois 60523
(Address of Principal Executive Offices)
(630) 218-8000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
| Trading Symbol(s) |
| Name of each exchange on which registered: |
None |
| None |
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
On May 20, 2022, Inland Real Estate Income Trust, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report that on May 17, 2022, the Company acquired eight properties from certain subsidiaries of Inland Retail Property Fund LP (the “Sellers”) pursuant to a previously disclosed purchase and sale agreement dated May 5, 2022, by and between the Company and the Sellers.
This amendment (the “Amendment”) to the Original Report is being filed to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K.
This Amendment should be read in conjunction with the Original Report.
Item 9.01 Financial Statements and Exhibits.
These financial statements and exhibits are being filed solely to provide the required audited statements of revenues and certain operating expenses under Rule 3-14 of Regulation S-X with respect to the portfolio of eight properties (collectively identified as the “Inland Retail Property Fund Portfolio” or the “Properties”) acquired by the Company on May 17, 2022.
The performance of the Properties and their effect on the Company’s future results may be materially different from the historical financial results of the Properties and the Company’s pro forma financial information contained in this report due to various factors, including but not limited to those discussed under Item 1A. Risk Factors in our annual report on Form 10-K for the year ended December 31, 2021 and subsequent quarterly reports on Form 10-Q.
(a) Financial Statements of Properties Acquired.
| • | Combined Statement of Revenues and Certain Operating Expenses for the Inland Retail Property Fund Portfolio for the three months ended March 31, 2022 (Unaudited). |
| • | Combined Statement of Revenues and Certain Operating Expenses for the Inland Retail Property Fund Portfolio for the year ended December 31, 2021. |
| • | Notes to Combined Statements of Revenues and Certain Operating Expenses for the three months ended March 31, 2022 (Unaudited) and for the year ended December 31, 2021. |
(b) Pro Forma Financial Information.
| • | Unaudited pro forma condensed consolidated balance sheet as of March 31, 2022. |
| • | Notes to unaudited pro forma condensed consolidated balance sheet as of March 31, 2022. |
| • | Unaudited pro forma condensed consolidated statement of operations and comprehensive income for the three months ended March 31, 2022. |
| • | Notes to unaudited pro forma condensed consolidated statement of operations and comprehensive income for the three months ended March 31, 2022. |
| • | Unaudited pro forma condensed consolidated statement of operations and comprehensive income for the year ended December 31, 2021. |
| • | Notes to unaudited pro forma condensed consolidated statement of operations and comprehensive income for the year ended December 31, 2021. |
(d) Exhibits
Exhibit No |
| Description |
23.1 |
| |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Independent Auditors’ Report
To the Stockholders and Board of Directors
Inland Real Estate Income Trust, Inc.:
We have audited the accompanying Combined Statement of Revenue and Certain Operating Expenses of the Inland Retail Property Fund Portfolio for the year ended December 31, 2021, and the related notes (the Statement).
Management’s Responsibility for the Statement
Management is responsible for the preparation and fair presentation of the Statement in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Statement that is free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statement. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the Statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the Statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Statement.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the Statement referred to above presents fairly, in all material respects, the revenues and certain operating expenses described in Note 2 of the Statement for the year ended December 31, 2021, in accordance with U.S. generally accepted accounting principles.
Emphasis of Matter
We draw attention to Note 2 to the Statement, which describes that the Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the filing of Form 8-K of Inland Real Estate Income Trust, Inc.) and is not intended to be a complete presentation of the Inland Retail Property Fund Portfolio’s revenues and expenses. Our opinion is not modified with respect to this matter.
/s/ KPMG LLP
Chicago, Illinois
July 29, 2022
Inland Retail Property Fund Portfolio
Combined Statements of Revenues and Certain Operating Expenses for the Three Months Ended March 31, 2022 (Unaudited) and for the Year Ended December 31, 2021
(in thousands)
|
| Three months ended March 31, 2022 (unaudited) |
|
| Year ended December 31, 2021 |
| ||
Revenues: |
|
|
|
|
|
|
|
|
Rental income |
| $ | 5,839 |
|
| $ | 23,626 |
|
Other property income |
|
| 33 |
|
|
| 323 |
|
Total revenues |
|
| 5,872 |
|
|
| 23,949 |
|
Certain operating expenses: |
|
|
|
|
|
|
|
|
Property operating expenses |
|
| 963 |
|
|
| 3,907 |
|
Real estate tax expense |
|
| 1,151 |
|
|
| 4,471 |
|
Total certain operating expenses |
|
| 2,114 |
|
|
| 8,378 |
|
Revenues in excess of certain operating expenses |
| $ | 3,758 |
|
| $ | 15,571 |
|
See accompanying notes to the combined statements of revenues and certain operating expenses.
Inland Retail Property Fund, LP
Notes to Combined Statements of Revenues and Certain Operating Expenses for the Three Months Ended March 31, 2022 (Unaudited) and for the Year Ended December 31, 2021
(Dollar amounts stated in thousands)
NOTE 1 – ORGANIZATION
On May 17, 2022, Inland Real Estate Income Trust, Inc. (the “Company”) acquired eight properties (properties collectively referred to as “Inland Retail Property Fund Portfolio” or the “Properties”) from subsidiaries of Inland Retail Property Fund, LP (collectively, the “Seller”). The Properties are leased primarily to grocery, retail and restaurant tenants. More specifically, seven of the Properties are grocery-anchored. The Properties are located across seven states and aggregate approximately 686,851 square feet. As of March 31, 2022, those leases had a weighted average remaining lease term of 6.3 years. Inland Retail Property Fund, LP is a fund managed by an affiliate of the Company’s sponsor and business manager. Because the sale of the Properties was a related party transaction, it was approved by all of the Company’s independent directors.
The Company acquired the Properties for an aggregate purchase price of $278,153, excluding closing costs. The Company funded the acquisition of the Properties with $5,563 of cash on hand and funds from additional term loans borrowed under its credit facility totaling $300,000.
The following table lists information about the Properties as of May 17, 2022:
Property |
| Location |
| Square Footage |
|
| Physical Occupancy |
|
| Economic Occupancy |
| |
Northpark Village Square |
| Valencia, California |
|
| 87,103 |
|
| 98.6% |
|
| 98.6% |
|
Rusty Leaf Plaza |
| Orange, California |
|
| 59,188 |
|
| 97.0% |
|
| 97.0% |
|
CityPlace |
| Woodbury, Minnesota |
|
| 174,813 |
|
| 95.2% |
|
| 95.2% |
|
Northville Park Place |
| Northville, Michigan |
|
| 78,421 |
|
| 100.0% |
|
| 100.0% |
|
Denton Village |
| Denton, Texas |
|
| 48,280 |
|
| 100.0% |
|
| 100.0% |
|
Lower Makefield Shopping Center |
| Yardley, Pennsylvania |
|
| 74,953 |
|
| 97.6% |
|
| 97.6% |
|
New Town Village |
| Owings Mills, Maryland |
|
| 117,593 |
|
| 46.8% |
|
| 46.8% |
|
Olde Ivy Village |
| Smyrna, Georgia |
|
| 46,500 |
|
| 93.7% |
|
| 93.7% |
|
NOTE 2 – BASIS OF PRESENTATION
The combined statements of revenues and certain operating expenses (the “Statements”) have been prepared on the accrual basis of accounting. The Statements have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and with the provisions of SEC Rule 3-14 of Regulation S-X, which requires certain information with respect to real estate operations to be included with certain filings with the SEC.
The Statements are not intended to be a complete presentation of the revenues and expenses for the Properties. The Statements exclude certain expenses such as interest, depreciation and amortization, non-recurring professional fees, and other revenues and expenses not directly related or comparable to, or expected to be incurred in, the future operations of the Properties. All intercompany transactions and balances, if any, have been eliminated in combination.
The Company is not aware of any other material factors relating to the Properties that would cause this financial information not to be indicative of future operating results.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
The Properties are leased to tenants under agreements that are classified as operating leases. The Properties recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term. In addition to minimum lease payments, some leases provide for the reimbursement of the tenant’s pro rata share of certain operating expenses incurred by the landlord as recoveries, including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees and certain capital repairs.
Expense Recognition
Property operating expenses represent the direct expenses of operating the Properties and include repairs and maintenance, insurance, and other property expenses that are expected to continue in the ongoing operations of the Properties. Expenditures for maintenance and repairs are charged to operations as incurred.
Use of Estimates
The preparation of the Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of revenues and certain expenses during the reporting period presented. The estimates, judgments and assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from those estimates, judgments and assumptions.
NOTE 4 – LEASES
Space is leased to tenants pursuant to lease agreements. Tenant leases typically provide for minimum rent, percentage rent, and other charges to cover certain operating costs. Minimum future rentals under non-cancelable operating leases greater than one year in effect at December 31, 2021, under which the Properties are lessor, are as follows:
|
| Lease Payments |
| |
2022 |
| $ | 15,996 |
|
2023 |
|
| 15,916 |
|
2024 |
|
| 15,001 |
|
2025 |
|
| 13,892 |
|
2026 |
|
| 11,838 |
|
Thereafter |
|
| 41,162 |
|
Total |
| $ | 113,805 |
|
NOTE 5 – COMMITMENTS AND CONTINGENCIES
The Properties are presently not subject to material litigation nor, to management’s knowledge, is any material litigation threatened against the Properties.
NOTE 6 – SUBSEQUENT EVENTS
In preparing the Statements, the Company has evaluated events and transactions occurring through July 29, 2022, the date the Statements were available to be issued, and management did not identify any subsequent events requiring additional disclosure.
Inland Real Estate Income Trust, Inc.
Pro Forma Condensed Consolidated Financial Statements
The following unaudited pro forma condensed consolidated financial statements have been prepared to comply with Article 11 of Regulation S-X, as promulgated by the SEC. These unaudited pro forma condensed consolidated financial statements of the Company have been prepared from and should be read in conjunction with the condensed consolidated financial statements and notes thereto presented in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022 and Annual Report on Form 10-K for the year ended December 31, 2021. These unaudited pro forma condensed consolidated financial statements are presented as if the acquisitions of the properties (as described below) were completed, along with the pro forma adjustments associated with the acquisitions, as of March 31, 2022 for purposes of the unaudited pro forma condensed consolidated balance sheet, and as of January 1, 2021 for purposes of the unaudited pro forma condensed consolidated statements of operations. Our pro forma condensed consolidated financial statements are presented for informational purposes only and are based on information and assumptions we consider appropriate and reasonable, and do not purport to (i) represent our financial position had the acquisitions reflected in these unaudited pro forma condensed consolidated financial statements occurred on March 31, 2022, (ii) represent the results of our operations had the acquisitions and other adjustments described in these unaudited pro forma condensed consolidated financial statements occurred on January 1, 2021 or (iii) project or forecast our financial position or results of operations as of any future date or for any future period, as applicable. The unaudited pro forma condensed consolidated financial statements include all adjustments that are normal and recurring in management’s opinion.
Acquisition of Properties
On May 17, 2022, the Company acquired eight properties (collectively, the “Inland Retail Properties Fund Portfolio”, or the “Properties”) from certain subsidiaries of Inland Retail Property Fund, LP (collectively, the “Seller”) pursuant to the previously disclosed purchase and sale agreement among the Company and the Seller. The acquisition of the Properties is referred to herein as the “Transaction.” The Properties are leased primarily to grocery, retail and restaurant tenants. More specifically, seven of the Properties are grocery-anchored. The Properties are located across seven states and aggregate approximately 686,851 square feet. As of March 31, 2022, those leases had a weighted average remaining lease term of 6.3 years. Inland Retail Property Fund, LP is a fund managed by an affiliate of the Company’s sponsor and business manager. Thus, because the Transaction was a related party transaction, it was approved by all of the Company’s independent directors.
The Company acquired the Properties for an aggregate purchase price of $278,153, excluding closing costs. The Company funded the acquisition of the Properties with $5,563 of cash on hand and funds from additional term loans under the Second Amended and Restated Credit Agreement, dated as of February 3, 2022, amended on May 17, 2022 by the First Amendment to Credit Agreement and Agreement Regarding Incremental Term Loans (collectively, the “Credit Agreement”) totaling $300,000.
Inland Real Estate Income Trust, Inc.
Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2022
(Unaudited, in thousands except share and per share data)
|
| Inland Real Estate Income Trust, Inc. Historical (a) |
|
| The Properties |
|
| Pro Forma Total |
| |||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Investment properties held and used: |
|
|
|
|
|
|
|
|
|
|
|
|
Land |
| $ | 267,946 |
|
| $ | 62,510 |
| (b) | $ | 330,456 |
|
Building and other improvements |
|
| 994,632 |
|
|
| 192,730 |
| (b) |
| 1,187,362 |
|
Total |
|
| 1,262,578 |
|
|
| 255,240 |
|
|
| 1,517,818 |
|
Less accumulated depreciation |
|
| (255,024 | ) |
|
| — |
|
|
| (255,024 | ) |
Net investment properties held and used |
|
| 1,007,554 |
|
|
| 255,240 |
|
|
| 1,262,794 |
|
Cash and cash equivalents |
|
| 9,174 |
|
|
| 18,845 |
| (c) |
| 28,019 |
|
Restricted cash |
|
| 6,067 |
|
|
| — |
|
|
| 6,067 |
|
Accounts and rent receivable |
|
| 18,134 |
|
|
| — |
|
|
| 18,134 |
|
Acquired lease intangible assets, net |
|
| 55,324 |
|
|
| 33,285 |
| (b) |
| 88,609 |
|
Operating lease right-of-use asset, net |
|
| 14,463 |
|
|
| — |
|
|
| 14,463 |
|
Other assets |
|
| 13,375 |
|
|
| — |
|
|
| 13,375 |
|
Total assets |
| $ | 1,124,091 |
|
| $ | 307,370 |
|
| $ | 1,431,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Mortgages and credit facility payable, net |
| $ | 592,223 |
|
| $ | 297,716 |
| (d) | $ | 889,939 |
|
Accounts payable and accrued expenses |
|
| 8,713 |
|
|
| — |
|
|
| 8,713 |
|
Operating lease liability |
|
| 24,489 |
|
|
| — |
|
|
| 24,489 |
|
Distributions payable |
|
| 4,894 |
|
|
| — |
|
|
| 4,894 |
|
Acquired intangible liabilities, net |
|
| 37,041 |
|
|
| 9,654 |
| (b) |
| 46,695 |
|
Due to related parties |
|
| 2,829 |
|
|
| — |
|
|
| 2,829 |
|
Other liabilities |
|
| 7,720 |
|
|
| — |
|
|
| 7,720 |
|
Total liabilities |
|
| 677,909 |
|
|
| 307,370 |
|
|
| 985,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $.001 par value, 40,000,000 shares authorized, none outstanding |
|
| — |
|
|
| — |
|
|
| — |
|
Common stock, $.001 par value, 1,460,000,000 shares authorized, 36,079,247 shares issued and outstanding |
|
| 36 |
|
|
| — |
|
|
| 36 |
|
Additional paid in capital |
|
| 812,177 |
|
|
| — |
|
|
| 812,177 |
|
Accumulated distributions and net loss |
|
| (372,029 | ) |
|
| — |
|
|
| (372,029 | ) |
Accumulated other comprehensive loss |
|
| 5,998 |
|
|
| — |
|
|
| 5,998 |
|
Total stockholders’ equity |
|
| 446,182 |
|
|
| — |
|
|
| 446,182 |
|
Total liabilities and stockholders’ equity |
| $ | 1,124,091 |
|
| $ | 307,370 |
|
| $ | 1,431,461 |
|
Inland Real Estate Income Trust, Inc.
Notes to Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2022
(Unaudited, in thousands)
(a) | Historical unaudited financial information obtained from Inland Real Estate Income Trust Inc.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022. |
(b) | The Company records the assets acquired and liabilities assumed related to the acquisition at fair value in accordance with Accounting Standards Codification Section 805, Business Combinations (as disclosed in the Company’s Annual Report on Form 10-K), as if the acquisitions were completed on March 31, 2022. The Properties qualified as asset acquisitions. |
(c) | Reflects the total cash paid for the acquisition of the Properties, net of proceeds of $300,000 from the additional term loans on the Company’s Credit Facility. |
(d) | Reflects the additional term loans on the Company’s Credit Facility net of loan fees paid that were used to fund the acquisition of the Properties. |
Inland Real Estate Income Trust, Inc.
Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the Three Months Ended March 31, 2022
(Unaudited, in thousands, except share and per share data)
|
| Inland Real Estate Income Trust, Inc. Historical (a) |
|
| The Properties (b) |
|
| Pro Forma Adjustments |
|
| Inland Real Estate Income Trust, Inc. Pro Forma |
| ||||
Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income |
| $ | 29,113 |
|
| $ | 5,839 |
|
| $ | (9 | ) | (c) | $ | 34,943 |
|
Other property income |
|
| 30 |
|
|
| 33 |
|
|
| — |
|
|
| 63 |
|
Total income |
|
| 29,143 |
|
|
| 5,872 |
|
|
| (9 | ) |
|
| 35,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses |
|
| 5,593 |
|
|
| 963 |
|
|
| 21 |
| (e) |
| 6,577 |
|
Real estate tax expense |
|
| 3,730 |
|
|
| 1,151 |
|
|
| — |
|
|
| 4,881 |
|
General and administrative expenses |
|
| 1,412 |
|
|
| — |
|
|
| — |
|
|
| 1,412 |
|
Business management fee |
|
| 2,244 |
|
|
| — |
|
|
| 453 |
| (f) |
| 2,697 |
|
Depreciation and amortization |
|
| 11,854 |
|
|
| — |
|
|
| 3,059 |
| (d) |
| 14,913 |
|
Total expenses |
|
| 24,833 |
|
|
| 2,114 |
|
|
| 3,533 |
|
|
| 30,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| (5,567 | ) |
|
| — |
|
|
| (2,959 | ) | (g) |
| (8,526 | ) |
Interest and other income |
|
| (1 | ) |
|
| — |
|
|
| — |
|
|
| (1 | ) |
Net income (loss) |
| $ | (1,258 | ) |
| $ | 3,758 |
|
| $ | (6,501 | ) |
| $ | (4,001 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share, basic and diluted |
| $ | (0.03 | ) |
| $ | — |
|
| $ | — |
|
| $ | (0.11 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, basic and diluted |
|
| 36,084,505 |
|
|
| — |
|
|
| — |
|
|
| 36,084,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
| $ | (1,258 | ) |
| $ | 3,758 |
|
| $ | (6,501 | ) |
| $ | (4,001 | ) |
Unrealized gain on derivatives |
|
| 11,999 |
|
|
| — |
|
|
| — |
|
|
| 11,999 |
|
Reclassification adjustment for amounts included in net loss |
|
| 1,468 |
|
|
| — |
|
|
| — |
|
|
| 1,468 |
|
Comprehensive income (loss) |
| $ | 12,209 |
|
| $ | 3,758 |
|
| $ | (6,501 | ) |
| $ | 9,466 |
|
Inland Real Estate Income Trust, Inc.
Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the Three Months Ended March 31, 2022
(Unaudited, in thousands, except share and per share data)
(a) | Historical unaudited financial information obtained from Inland Real Estate Income Trust Inc.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022. |
(b) | Reflects operating results attributable to the Properties for the three months ended March 31, 2022. |
(c) | The Company recognizes rental revenue for operating leases on a straight-line basis over the life of the related lease, including any rent steps or abatement provisions. An adjustment in the amount of $106 is made to reflect rental revenue on a straight-line basis as if the Company had acquired the Property as of January 1, 2021. In addition, the Company records acquired above-market and below-market leases at their fair value and recognizes the related amortization over the weighted average lives of the related leases as an adjustment to rental revenue. As such, an adjustment in the amount of $(115) is made to reflect rental revenue as if the Company had acquired the Properties as of January 1, 2021. |
(d) | Reflects depreciation and amortization expense on the Properties during the three months ended March 31, 2022. The Company records depreciation and amortization on a straight-line basis over the estimated useful lives, ranging between 13 months and 30 years. For the three months ended March 31, 2022, total depreciation expense and total amortization expense for the properties were $1,893 and $1,166, respectively. |
(e) | Reflects the pro forma adjustment for the three months ended March 31, 2022 for an adjustment to property management fees. |
(f) | Reflects an adjustment to the business management fee for the Company to account for the additional properties under management following the acquisition. |
(g) | Reflects the pro forma interest expense, using a weighted average interest rate of 3.8% per annum, for the three months ended March 31, 2022 on the $300,000 of term loans added to the Company’s Credit Facility, which were used to partially fund the acquisition of the Properties. |
Inland Real Estate Income Trust, Inc.
Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the Year Ended December 31, 2021
(Unaudited, in thousands, except share and per share data)
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| Inland Real Estate Income Trust, Inc. Historical (a) |
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| The Properties (b) |
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| Pro Forma Adjustments |
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| Inland Real Estate Income Trust, Inc. Pro Forma |
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Income: |
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Rental income |
| $ | 118,957 |
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| $ | 23,626 |
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| $ | (46 | ) | (c) | $ | 142,537 |
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Other property income |
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| 183 |
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| 323 |
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| — |
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| 506 |
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Total income |
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| 119,140 |
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| 23,949 |
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| (46 | ) |
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| 143,043 |
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Expenses: |
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Property operating expenses |
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| 21,649 |
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| 3,907 |
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| 89 |
| (e) |
| 25,645 |
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Real estate tax expense |
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| 14,388 |
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| 4,471 |
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|
| — |
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| 18,859 |
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General and administrative expenses |
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| 4,784 |
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| — |
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| — |
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| 4,784 |
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Business management fee |
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| 8,950 |
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| — |
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| 1,813 |
| (f) |
| 10,763 |
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Depreciation and amortization |
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| 48,906 |
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| — |
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| 12,426 |
| (d) |
| 61,332 |
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Total expenses |
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| 98,677 |
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| 8,378 |
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| 14,328 |
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| 121,383 |
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Other Income (Expense): |
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Interest expense |
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| (23,240 | ) |
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| — |
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| (11,969 | ) | (g) |
| (35,209 | ) |
Interest and other income |
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| 274 |
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|
| — |
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| — |
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| 274 |
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Net income (loss) |
| $ | (2,503 | ) |
| $ | 15,571 |
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| $ | (26,343 | ) |
| $ | (13,275 | ) |
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Net loss per common share, basic and diluted |
| $ | (0.07 | ) |
| $ | — |
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| $ | — |
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| $ | (0.37 | ) |
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Weighted average number of common shares outstanding, basic and diluted |
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| 36,031,088 |
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| — |
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| — |
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| 36,031,088 |
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Comprehensive income (loss): |
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Net income (loss) |
| $ | (2,503 | ) |
| $ | 15,571 |
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| $ | (26,343 | ) |
| $ | (13,275 | ) |
Unrealized gain on derivatives |
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| 2,445 |
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| — |
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| — |
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| 2,445 |
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Reclassification adjustment for amounts included in net loss |
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| 7,654 |
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| — |
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| — |
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| 7,654 |
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Comprehensive income (loss) |
| $ | 7,596 |
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| $ | 15,571 |
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| $ | (26,343 | ) |
| $ | (3,176 | ) |
Inland Real Estate Income Trust, Inc.
Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the Year Ended December 31, 2021
(Unaudited, in thousands, except share and per share data)
(a) | Historical unaudited financial information obtained from Inland Real Estate Income Trust Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021. |
(b) | Reflects operating results attributable to the Properties for the year ended December 31, 2021. |
(c) | The Company recognizes rental revenue for operating leases on a straight-line basis over the life of the related lease, including any rent steps or abatement provisions. An adjustment in the amount of $413 is made to reflect rental revenue on a straight-line basis as if the Company had acquired the Property as of January 1, 2021. In addition, the Company records acquired above-market and below-market leases at their fair value and recognizes the related amortization over the weighted average lives of the related leases as an adjustment to rental revenue. As such, an adjustment in the amount of $(459) is made to reflect rental revenue as if the Company had acquired the Properties as of January 1, 2021. |
(d) | Reflects depreciation and amortization expense on the Properties during the year ended December 31, 2021. The Company records depreciation and amortization on a straight-line basis over the estimated useful lives, ranging between 5 months and 30 years. For the year ended December 31, 2021, total depreciation expense and total amortization expense for the properties were $7,571 and $4,855, respectively. |
(e) | Reflects the pro forma adjustment for the year ended December 31, 2021 for an adjustment to property management fees. |
(f) | Reflects an adjustment to the business management fee for the Company to account for the additional properties under management following the acquisition. |
(g) | Reflects the pro forma interest expense, using a weighted average interest rate of 3.8% per annum, for the year ended December 31, 2021 on the $300,000 of term loans added to the Company’s Credit Facility, which were used to partially fund the acquisition of the Properties. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| INLAND REAL ESTATE INCOME TRUST, INC. |
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Date: July 29, 2022 |
| By: | /s/ Catherine L. Lynch |
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| Name: | Catherine L. Lynch |
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| Title | Chief Financial Officer |
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