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8-K/A - FORM 8-K AMENDMENT - DC Industrial Liquidating Trust | d8ka.htm |
EX-99.2 - PRO FORMA FINANCIAL INFORMATION - INDUSTRIAL INCOME TRUST INC - DC Industrial Liquidating Trust | dex992.htm |
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Industrial Income Trust Inc.
We have audited the accompanying statement of revenues and certain expenses of Bell Gardens for the year ended December 31, 2009. This financial statement is the responsibility of the Bell Gardens management. Our responsibility is to express an opinion on the financial statement based upon 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 financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K/A of Industrial Income Trust Inc., as described in Note 1. The presentation is not intended to be a complete presentation of Bell Gardens revenues and expenses. In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of Bell Gardens for the year ended December 31, 2009, on the basis of accounting described in Note 1.
/s/ Ehrhardt Keefe Steiner & Hottman PC |
November 02, 2010
Denver, Colorado
BELL GARDENS
STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES
For the Year Ended December 31, 2009 |
For the Six Months Ended June 30, 2010 |
|||||||
(unaudited) | ||||||||
Revenues |
||||||||
Rental revenue |
$ | 1,300,043 | $ | 672,335 | ||||
Reimbursement and other revenue |
194,337 | 109,477 | ||||||
Total revenues |
1,494,380 | 781,812 | ||||||
Certain expenses |
||||||||
Real estate taxes |
171,670 | 88,344 | ||||||
Operating expenses |
66,103 | 23,343 | ||||||
Insurance |
60,596 | 28,322 | ||||||
Management fees |
21,842 | 11,868 | ||||||
Total certain expenses |
320,211 | 151,877 | ||||||
Excess of revenues over certain expenses |
$ | 1,174,169 | $ | 629,935 | ||||
The accompanying notes are an integral part of these financial statements.
2
BELL GARDENS
NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
For the Year Ended December 31, 2009
and the Six Months Ended June 30, 2010 (unaudited)
1. Description of Business and Summary of Significant Accounting Policies
On August 25, 2010, Industrial Income Trust Inc. (the Company) acquired a 100% fee interest in three institutional quality warehouse / distribution properties located in the Bell Gardens Industrial Park aggregating approximately 263,000 square feet on 11.5 acres (Bell Gardens). The total acquisition cost of Bell Gardens was approximately $15.5 million, exclusive of additional transfer taxes, due diligence and closing costs. The Company funded the acquisition using proceeds from its public offering of common stock.
The accounting records of Bell Gardens are maintained on the accrual basis of accounting. The accompanying statements of revenues and certain expenses were prepared pursuant to Rule 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission, and exclude certain material items. Such material items include mortgage interest, depreciation and amortization, and other administrative costs not directly related to the future operations of Bell Gardens. These financial statements are not intended to be a complete presentation of Bell Gardens revenues and expenses and are not considered indicative of our future operating results. Accordingly, these financial statements are not representative of actual operations for the periods presented due to the exclusion of certain expenses which may not be comparable to the proposed future operations of Bell Gardens.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The future results of operations could be significantly impacted by the rental markets in which Bell Gardens is located, as well as by general overall economic conditions.
Interim Financial Information (unaudited)
In the opinion of management, the unaudited information for the six months ended June 30, 2010, included herein, contains all the adjustments necessary, which are of a normal recurring nature, to present fairly the revenues and certain expenses for the six months ended June 30, 2010. Results of interim periods are not necessarily indicative of results to be expected for the year.
2. Operating Leases
Bell Gardens revenues are primarily obtained from tenant rental payments as provided for under non-cancelable operating leases. Bell Gardens records rental revenue for the full term of the lease on a straight-line basis. In the case where the minimum rental payments increase over the life of the lease, Bell Gardens records a receivable due from the tenant for the difference between the amount of revenue recorded and the amount of cash received. This accounting treatment resulted in an increase in rental income of approximately $69,000 and approximately $2,800 for the year ended December 31, 2009 (audited), and for the six months ended June 30, 2010 (unaudited), respectively.
3
Approximate future minimum rentals under non-cancelable, in-place leases as of December 31, 2009, are as follows:
For the Year Ended: |
||||
2010 |
$ | 1,365,114 | ||
2011 |
1,450,368 | |||
2012 |
1,388,706 | |||
2013 |
567,600 | |||
2014 |
170,838 | |||
Thereafter |
28,712 | |||
Total |
$ | 4,971,338 | ||
Tenant reimbursements of operating expenses are included in reimbursement and other revenue in the accompanying statements of revenues and certain expenses.
As of December 31, 2009 and June 30, 2010, Bell Gardens had a weighted average occupancy rate of 85% and 100%, respectively, based on leased square footage. The following table exhibits those tenants who accounted for greater than 10% of the rental revenues for the year ended December 31, 2009, and the corresponding percentage of the future minimum revenues above:
Tenant |
Industry | Lease Expiration | % of 2009 Lease Payments |
% of Future Minimum Lease Payments |
||||||||
Energized Distribution, Inc. |
Food and Beverage Distributor | June 30, 2013 | 23 | % | 21 | % | ||||||
Kiwi Distributing, Inc |
Food and Beverage Distributor | September 30, 2013 | 23 | % | 24 | % | ||||||
JJD, Inc. |
Cold Storage Operator | November 30, 2012 | 49 | % | 37 | % |
Certain leases above contain tenant lease renewal options for various periods under varying terms that may or may not be similar to the existing leases.
4
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Industrial Income Trust Inc.
We have audited the accompanying statement of revenues and certain expenses of the Bay Area Portfolio for the year ended December 31, 2009. This financial statement is the responsibility of the Bay Area Portfolio management. Our responsibility is to express an opinion on the financial statement based upon 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 financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K/A of Industrial Income Trust Inc., as described in Note 1. The presentation is not intended to be a complete presentation of the Bay Area Portfolios revenues and expenses. In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of the Bay Area Portfolio for the year ended December 31, 2009, on the basis of accounting described in Note 1.
/s/ Ehrhardt Keefe Steiner & Hottman PC |
November 02, 2010
Denver, Colorado
5
BAY AREA PORTFOLIO
STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES
For the Year Ended December 31, 2009 |
For the Six Months Ended June 30, 2010 |
|||||||
(unaudited) | ||||||||
Revenues |
||||||||
Rental revenue |
$ | 4,248,631 | $ | 2,053,249 | ||||
Reimbursement and other revenue |
1,360,530 | 701,182 | ||||||
Total revenues |
5,609,161 | 2,754,431 | ||||||
Certain expenses |
||||||||
Real estate taxes |
1,029,838 | 516,974 | ||||||
Operating expenses |
178,661 | 84,299 | ||||||
Insurance |
170,159 | 95,170 | ||||||
Management fees |
102,121 | 49,356 | ||||||
Total certain expenses |
1,480,779 | 745,799 | ||||||
Excess of revenues over certain expenses |
$ | 4,128,382 | $ | 2,008,632 | ||||
The accompanying notes are an integral part of these financial statements.
6
BAY AREA PORTFOLIO
NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
For the Year Ended December 31, 2009
and the Six Months Ended June 30, 2010 (unaudited)
1. Description of Business and Summary of Significant Accounting Policies
On September 1, 2010, Industrial Income Trust Inc. (the Company) acquired a 100% fee interest in one building located in the Bayside Business Park aggregating approximately 246,000 square feet on 10.4 acres, and a 100% fee interest in three buildings located in the Pinole Point Business Park aggregating approximately 475,000 square feet on 30.0 acres (collectively the Bay Area Portfolio). The total acquisition cost of the Bay Area Portfolio was approximately $60.0 million, exclusive of additional transfer taxes, due diligence and closing costs. The Company funded the acquisition using proceeds from its public offering of common stock and debt financing.
The accounting records of the Bay Area Portfolio are maintained on the accrual basis of accounting. The accompanying statements of revenues and certain expenses were prepared pursuant to Rule 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission, and exclude certain material items. Such material items include mortgage interest, depreciation and amortization, and other administrative costs not directly related to the future operations of the Bay Area Portfolio. These financial statements are not intended to be a complete presentation of the Bay Area Portfolio revenues and expenses and are not considered indicative of our future operating results. Accordingly, these financial statements are not representative of actual operations for the periods presented due to the exclusion of certain expenses which may not be comparable to the proposed future operations of the Bay Area Portfolio.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The future results of operations could be significantly impacted by the rental markets in which the Bay Area Portfolio is located, as well as by general overall economic conditions.
Interim Financial Information (unaudited)
In the opinion of management, the unaudited information for the six months ended June 30, 2010, included herein, contains all the adjustments necessary, which are of a normal recurring nature, to present fairly the revenues and certain expenses for the six months ended June 30, 2010. Results of interim periods are not necessarily indicative of results to be expected for the year.
2. Operating Leases
The Bay Area Portfolio revenues are primarily obtained from tenant rental payments as provided for under non-cancelable operating leases. The Bay Area Portfolio records rental revenue for the full term of the lease on a straight-line basis. In the case where the minimum rental payments increase over the life of the lease, the Bay Area Portfolio records a receivable due from the tenant for the difference between the amount of revenue recorded and the amount of cash received. This accounting treatment resulted in an increase in rental income of approximately $14,500 and approximately $25,000 for the year ended December 31, 2009 (audited), and for the six months ended June 30, 2010 (unaudited), respectively.
7
Approximate future minimum rentals under non-cancelable, in-place leases as of December 31, 2009, are as follows:
For the Year Ended: |
||||
2010 |
$ | 4,083,375 | ||
2011 |
4,174,629 | |||
2012 |
3,231,581 | |||
2013 |
2,952,415 | |||
2014 |
2,760,426 | |||
Thereafter |
4,585,785 | |||
Total |
$ | 21,788,211 | ||
Tenant reimbursements of operating expenses are included in reimbursement and other revenue in the accompanying statements of revenues and certain expenses.
As of December 31, 2009 and June 30, 2010, the Bay Area Portfolio had a weighted average occupancy rate of 96% and 93%, respectively, based on leased square footage. The following table exhibits those tenants who accounted for greater than 10% of the rental revenues for the year ended December 31, 2009, and the corresponding percentage of the future minimum revenues above:
Tenant |
Industry |
Lease Expiration |
% of 2009 Lease Payments |
% of Future Minimum Lease Payments |
||||||||
Super Micro Computer |
Integrated computer manufacturor | July 31, 2015 | 36 | % | 42 | % | ||||||
Alan Ritchey, Inc. |
Mail transportor | January 31, 2012 | 30 | % | 11 | % | ||||||
Bio-Rad Laboratories, Inc. |
Biological equipment manufacturor and distributor | December 31, 2018 | 17 | % | 34 | % |
Certain leases above contain tenant lease renewal options for various periods under varying terms that may or may not be similar to the existing leases.
8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Industrial Income Trust Inc.
We have audited the accompanying statement of revenues and certain expenses of the Portland Portfolio for the year ended December 31, 2009. This financial statement is the responsibility of the Portland Portfolio management. Our responsibility is to express an opinion on the financial statement based upon 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 financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 audit provides a reasonable basis for our opinion.
The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K/A of Industrial Income Trust Inc., as described in Note 1. The presentation is not intended to be a complete presentation of the Portland Portfolios revenues and expenses. In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of the Portland Portfolio for the year ended December 31, 2009, on the basis of accounting described in Note 1.
/s/ Ehrhardt Keefe Steiner & Hottman PC |
November 02, 2010
Denver, Colorado
9
PORTLAND PORTFOLIO
STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES
For the Year Ended December 31, 2009 |
For the Six Months Ended June 30, 2010 |
|||||||
(unaudited) | ||||||||
Revenues |
||||||||
Rental revenue |
$ | 2,955,802 | $ | 1,469,438 | ||||
Reimbursement and other revenue |
810,426 | 400,242 | ||||||
Total revenues |
3,766,228 | 1,869,680 | ||||||
Certain expenses |
||||||||
Real estate taxes |
430,740 | 221,443 | ||||||
Operating expenses |
277,055 | 129,069 | ||||||
Insurance |
39,183 | 17,810 | ||||||
Management fees |
103,972 | 41,236 | ||||||
Total certain expenses |
850,950 | 409,558 | ||||||
Excess of revenues over certain expenses |
$ | 2,915,278 | $ | 1,460,122 | ||||
The accompanying notes are an integral part of these financial statements.
10
PORTLAND PORTFOLIO
NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
For the Year Ended December 31, 2009
and the Six Months Ended June 30, 2010 (unaudited)
1. Description of Business and Summary of Significant Accounting Policies
On September 30, 2010, Industrial Income Trust Inc. (the Company) acquired a 100% fee interest in 13 industrial buildings located in the Northeast submarket of Portland, Oregon aggregating approximately 475,000 square feet on 29.9 acres (collectively the Portland Portfolio). The total acquisition cost of the Portland Portfolio was approximately $28.0 million, exclusive of additional transfer taxes, due diligence and closing costs. The Company funded the acquisition using proceeds from its public offering of common stock and debt financing.
The accounting records of the Portland Portfolio are maintained on the accrual basis of accounting. The accompanying statements of revenues and certain expenses were prepared pursuant to Rule 3-14 of Regulation S-X promulgated by the Securities and Exchange Commission, and exclude certain material items. Such material items include mortgage interest, depreciation and amortization, and other administrative costs not directly related to the future operations of the Portland Portfolio. These financial statements are not intended to be a complete presentation of the Portland Portfolio revenues and expenses and are not considered indicative of our future operating results. Accordingly, these financial statements are not representative of actual operations for the periods presented due to the exclusion of certain expense which may not be comparable to the proposed future operations of the Portland Portfolio.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The future results of operations could be significantly impacted by the rental markets in which the Portland Portfolio is located, as well as by general overall economic conditions.
Interim Financial Information (unaudited)
In the opinion of management, the unaudited information for the six months ended June 30, 2010, included herein, contains all the adjustments necessary, which are of a normal recurring nature, to present fairly the revenues and certain expenses for the six months ended June 30, 2010. Results of interim periods are not necessarily indicative of results to be expected for the year.
2. Operating Leases
The Portland Portfolio revenues are primarily obtained from tenant rental payments as provided for under non-cancelable operating leases. The Portland Portfolio records rental revenue for the full term of the lease on a straight-line basis. In the case where the minimum rental payments increase over the life of the lease, the Portland Portfolio records a receivable due from the tenant for the difference between the amount of revenue recorded and the amount of cash received. This accounting treatment resulted in an increase in rental income of approximately $75,000 and approximately $63,000 for the year ended December 31, 2009 (audited), and for the six months ended June 30, 2010 (unaudited), respectively.
11
Approximate future minimum rentals under non-cancelable, in-place leases as of December 31, 2009, are as follows:
For the Year Ended: |
||||
2010 |
$ | 2,902,418 | ||
2011 |
2,724,851 | |||
2012 |
2,526,857 | |||
2013 |
1,203,078 | |||
2014 |
271,783 | |||
Thereafter |
73,880 | |||
Total |
$ | 9,702,867 | ||
Tenant reimbursements of operating expenses are included in reimbursement and other revenue in the accompanying statements of revenues and certain expenses.
As of December 31, 2009 and June 30, 2010, the Portland Portfolio had a weighted average occupancy rate of 98% and 96%, respectively, based on leased square footage. The following table exhibits those tenants who accounted for greater than 10% of the rental revenues for the year ended December 31, 2009, and the corresponding percentage of the future minimum revenues above:
Tenant |
Industry |
Lease Expiration |
% of 2009 Lease Payments |
% of Future Minimum Lease Payments |
||||||||
Vertis Inc. |
Advertising Producer | November 30, 2012 | 33 | % | 30 | % | ||||||
Johnstone Supply Inc. |
Wholesale Distributor | October 31, 2013 | 28 | % | 33 | % |
Certain leases above contain tenant lease renewal options for various periods under varying terms that may or may not be similar to the existing leases.
12