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8-K/A - FORM 8-K AMENDMENT - DC Industrial Liquidating Trustd8ka.htm
EX-99.2 - PRO FORMA FINANCIAL INFORMATION - INDUSTRIAL INCOME TRUST INC - DC Industrial Liquidating Trustdex992.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.

 

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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.

 

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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

 

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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.

 

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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.

 

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