UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 12, 2011
INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland |
|
000-53945 |
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26-2875286 |
2901 Butterfield Road
Oak Brook, Illinois 60523
(Address of Principal Executive Offices)
(630) 218-8000
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Inland Diversified Real Estate Trust, Inc. (which may be referred to as the Registrant, the Company, we, our, and us) hereby amends its Current Report on Form 8-K filed on November 12, 2010 to provide the required financial information relating to our acquisition of two adjacent retail centers, a 272,358 square foot center known as Colonial Square Town Center and a 78,533 square foot center known as Shops at Village Walk, located in Fort Myers, Florida and together referred to as the Benderson Retail Portfolio, as described in that Current Report.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
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Page |
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Colonial Square Town Center |
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F-1 | |
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F-2 | |
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F-3 | |
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Shops at Village Walk |
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F-5 | |
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F-6 | |
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F-7 |
(b) Pro forma financial information
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Page |
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Pro Forma Consolidated Balance Sheet as of September 30, 2010 (unaudited) |
F-9 |
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Notes to Pro Forma Consolidated Balance Sheet as of September 30, 2010 (unaudited) |
F-11 |
F-12 | |
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F-14 | |
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F-15 | |
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F-17 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INLAND DIVERSIFIED REAL ESTATE TRUST, INC. | |
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Date: |
January 12, 2011 |
By: |
/s/ Steven T. Hippel |
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Name: |
Steven T. Hippel |
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Title |
Chief Accounting Officer |
Index to Financial Statements
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Page |
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Colonial Square Town Center |
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F-1 | |
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F-2 | |
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F-3 | |
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Shops at Village Walk |
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F-5 | |
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F-6 | |
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F-7 | |
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Pro Forma Financial Information |
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Pro Forma Consolidated Balance Sheet as of September 30, 2010 (unaudited) |
F-9 |
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Notes to Pro Forma Consolidated Balance Sheet as of September 30, 2010 (unaudited) |
F-11 |
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F-12 | |
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F-14 | |
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F-15 | |
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F-17 |
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KPMG LLP 303 East Wacker Drive Chicago, IL 60601-5212 |
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The Board of Directors
Inland Diversified Real Estate Trust, Inc.:
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses (Historical Summary) of Colonial Square (the Property) for the year ended December 31, 2009. This Historical Summary is the responsibility of management of Inland Diversified Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary 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 Historical Summary is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Propertys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for the inclusion in a Form 8-K/A of Inland Diversified Real Estate Trust, Inc., to be filed with the Securities and Exchange Commission, as described in note 2. It is not intended to be a complete presentation of the Propertys revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of Colonial Square for the year ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.
January 6, 2011
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KPMG LLP is a Delaware limited liability partnership, |
|
|
the U.S. member firm of KPMG International Cooperative |
|
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(KPMG International), a Swiss entity. |
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COLONIAL SQUARE
Historical Summary of Gross Income and
Direct Operating Expenses
Nine month period ended September 30, 2010 (unaudited) and
year ended December 31, 2009
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Nine months |
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| |
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ended |
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| |
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September 30, |
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Year ended |
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2010 |
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December 31, |
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(unaudited) |
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2009 |
| |
Gross income: |
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|
|
|
| |
Base rental income |
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$ |
1,736,194 |
|
2,023,552 |
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Operating expense, insurance, real estate tax and sales tax recoveries |
|
772,200 |
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811,251 |
| |
Total gross income |
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2,508,394 |
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2,834,803 |
| |
Direct operating expenses: |
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|
|
|
| |
Operating expenses |
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329,881 |
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438,227 |
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Insurance |
|
137,653 |
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184,393 |
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Real estate taxes |
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325,143 |
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347,573 |
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Sales tax expense |
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141,985 |
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160,139 |
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Total direct operating expenses |
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934,662 |
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1,130,332 |
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Excess of gross income over direct operating expenses |
|
$ |
1,573,732 |
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1,704,471 |
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See accompanying notes to historical summary of gross income and direct operating expenses.
COLONIAL SQUARE
Notes to Historical Summary of Gross Income and
Direct Operating Expenses
Nine month period ended September 30, 2010 (unaudited) and
year ended December 31, 2009
(1) Business
Colonial Square (the Property) is located in Fort Myers, Florida. The Property has approximately 217,000 square feet (unaudited) of gross leasable area and was approximately 83% leased at December 31, 2009. The Property is leased to a total of nine tenants. Inland Diversified Real Estate Trust, Inc. (IDRETI), through its wholly owned subsidiary, Inland Diversified Fort Myers Colonial Square, L.L.C., acquired the Property on November 5, 2010 from Colonial Square Associates, L.L.C., an unaffiliated third party.
(2) Basis of Presentation
The Historical Summary of Gross Income and Direct Operating Expenses (Historical Summary) has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission (SEC) Regulation S-X and for inclusion in the Form 8-K/A of IDRETI to be filed with the SEC and is not intended to be a complete presentation of the Propertys revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The unaudited Historical Summary for the nine months ended September 30, 2010 has been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. Accordingly, it does not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management of IDRETI, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The Historical Summary for the nine months ended September 30, 2010 is not necessarily indicative of the expected results for the entire year ended December 31, 2010.
(3) Gross Income
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate tax, and insurance expenses. Revenue related to these reimbursed expenses is recognized in the period the applicable expenses are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal options at various periods at various rental rates.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exist in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $115,885 (unaudited) for the nine month period ended September 30, 2010 and increased base rental income by $139,545 for the year ended December 31, 2009.
(Continued)
COLONIAL SQUARE
Notes to Historical Summary of Gross Income and
Direct Operating Expenses
Nine month period ended September 30, 2010 (unaudited) and
year ended December 31, 2009
Minimum rents to be received from tenants under operating leases, with remaining lease terms ranging from two to nineteen years, as of December 31, 2009, are as follows:
Year: |
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|
| |
2010 |
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$ |
2,314,925 |
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2011 |
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2,314,925 |
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2012 |
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2,308,491 |
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2013 |
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2,299,483 |
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2014 |
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2,012,411 |
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Thereafter |
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17,195,612 |
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$ |
28,445,847 |
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(4) Direct Operating Expenses
Direct operating expenses include only those expenses expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Expenses such as depreciation, amortization, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
The Property presents the state and county sales taxes due from the tenants and due to the respective state or county government on a gross basis. For the nine month period ended September 30, 2010 and the year ended December 31, 2009, the Property has recorded sales tax recovery revenue, which is included in operating expense, insurance, and real estate tax recoveries, and expense of $141,985 (unaudited) and $160,139, respectively, in the Historical Summary.
(5) Related-Party Transactions
For the year ended December 31, 2009, Benderson Development L.L.C., an affiliate of Colonial Square Associates, L.L.C., provided management services for the Property. The Property and Benderson Development L.L.C. established an agreement in which the Property would pay a management fee of 10% of rental income earned by the Property. The Property incurred management fees of approximately $155,793 (unaudited) and $191,560, which are included in operating expenses for the nine month period ended September 30, 2010 and the year ended December 31, 2009, respectively. These management fees may not be comparable to the management fees charged to the Property by IDRETI.
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KPMG LLP |
The Board of Directors
Inland Diversified Real Estate Trust, Inc.:
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses (Historical Summary) of Shops at Village Walk (the Property) for the year ended December 31, 2009. This Historical Summary is the responsibility of management of Inland Diversified Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary 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 Historical Summary is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Propertys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for the inclusion in a Form 8-K/A of Inland Diversified Real Estate Trust, Inc., to be filed with the Securities and Exchange Commission, as described in note 2. It is not intended to be a complete presentation of the Propertys revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of Shops at Village Walk for the year ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.
January 6, 2011
|
KPMG LLP is a Delaware limited liability partnership, |
|
|
the U.S. member firm of KPMG International Cooperative |
|
|
(KPMG International), a Swiss entity. |
|
SHOPS AT VILLAGE WALK
Historical Summary of Gross Income and
Direct Operating Expenses
Nine month period ended September 30, 2010 (unaudited) and
year ended December 31, 2009
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Nine months |
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| |
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ended |
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September 30, |
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Year ended |
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2010 |
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December 31, |
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(unaudited) |
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2009 |
| |
Gross income: |
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|
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| |
Base rental income |
|
$ |
751,088 |
|
169,740 |
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Operating expense, insurance, real estate tax, and sales tax recoveries |
|
107,515 |
|
47,060 |
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Total gross income |
|
858,603 |
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216,800 |
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Direct operating expenses: |
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|
|
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| |
Operating expenses |
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163,878 |
|
56,498 |
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Insurance |
|
44,423 |
|
59,117 |
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Real estate taxes |
|
100,562 |
|
32,180 |
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Sales tax expense |
|
48,600 |
|
12,272 |
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Total direct operating expenses |
|
357,463 |
|
160,067 |
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Excess of gross income over direct operating expenses |
|
$ |
501,140 |
|
56,733 |
|
See accompanying notes to historical summary of gross income and direct operating expenses.
SHOPS AT VILLAGE WALK
Notes to Historical Summary of Gross Income and
Direct Operating Expenses
Nine month period ended September 30, 2010 (unaudited) and
year ended December 31, 2009
(1) Business
Shops at Village Walk (the Property) is located in Fort Myers, Florida. The Property has approximately 78,500 square feet (unaudited) of gross leasable area. The Property commenced initial rental operations on October 15, 2009 and was approximately 71% leased at December 31, 2009. The Property is leased to a total of two tenants. Inland Diversified Real Estate Trust, Inc. (IDRETI), through its wholly owned subsidiary, Inland Diversified Fort Myers Village Walk, L.L.C., acquired the Property on November 5, 2010 from Shops at Village Walk, L.L.C., an unaffiliated third party.
(2) Basis of Presentation
The Historical Summary of Gross Income and Direct Operating Expenses (Historical Summary) has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission (SEC) Regulation S-X and for inclusion in the Form 8-K/A of IDRETI to be filed with the SEC and is not intended to be a complete presentation of the Propertys revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The unaudited Historical Summary for the nine months ended September 30, 2010 has been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. Accordingly, it does not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management of IDRETI, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The Historical Summary for the nine months ended September 30, 2010 is not necessarily indicative of the expected results for the entire year ended December 31, 2010.
(3) Gross Income
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate tax, and insurance expenses. Revenue related to these reimbursed expenses is recognized in the period the applicable expenses are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal options at various periods at various rental rates.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exist in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $16,364 (unaudited) for the nine month period ended September 30, 2010 and increased base rental income by $454 for the year ended December 31, 2009.
(Continued)
SHOPS AT VILLAGE WALK
Notes to Historical Summary of Gross Income and
Direct Operating Expenses
Nine month period ended September 30, 2010 (unaudited) and
year ended December 31, 2009
Minimum rents to be received from tenants under operating leases, with remaining lease terms ranging from five to twenty years, as of December 31, 2009, are as follows:
Year: |
|
|
| |
2010 |
|
$ |
1,001,450 |
|
2011 |
|
1,044,603 |
| |
2012 |
|
1,044,603 |
| |
2013 |
|
1,044,603 |
| |
2014 |
|
1,044,603 |
| |
Thereafter |
|
12,238,884 |
| |
|
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$ |
17,418,746 |
|
(4) Direct Operating Expenses
Direct operating expenses include only those expenses expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Expenses such as depreciation, amortization, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
The Property presents the state and county sales taxes due from the tenants and due to the respective state or county government on a gross basis. For the nine month period ended September 30, 2010 and the year ended December 31, 2009, the Property has recorded sales tax recovery revenue, which is included in operating expense, insurance, and real estate tax recoveries, and expense of $48,600 (unaudited) and $12,272, respectively, in the Historical Summary.
(5) Related-Party Transactions
For the year ended December 31, 2009, Benderson Development L.L.C., an affiliate of Shops at Village Walk, L.L.C., provided management services for the Property. The Property and Benderson Development L.L.C. established an agreement in which the Property would pay a management fee of 10% of rental income earned by the Property. The Property incurred management fees of approximately $69,239 (unaudited) and $17,195, which are included in operating expenses for the nine month period ended September 30, 2010 and the year ended December 31, 2009, respectively. These management fees may not be comparable to the management fees charged to the Property by IDRETI.
Inland Diversified Real Estate Trust, Inc.
Pro Forma Consolidated Balance Sheet
September 30, 2010
(unaudited)
The following unaudited Pro Forma Consolidated Balance Sheet is presented as if the acquisitions or financings had occurred on September 30, 2010.
This unaudited Pro Forma Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been at September 30, 2010, nor does it purport to represent our future financial position. Pro forma adjustments have been made for the significant properties that were purchased or financed subsequent to September 30, 2010. The pro forma adjustments were made for Colonial Square Town Center and Shops at Village Walk.
The Company does not consider any potential property acquisitions to be probable under Rule 3-14 of Regulation S-X.
Inland Diversified Real Estate Trust, Inc.
Pro Forma Consolidated Balance Sheet
September 30, 2010
(unaudited)
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Pro Forma |
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| |||
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Historical |
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Adjustments |
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|
| |||
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(A) |
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(B) |
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Pro Forma |
| |||
Assets |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
| |||
Net investment properties (C) |
|
$ |
209,505,141 |
|
$ |
34,489,375 |
|
$ |
243,994,516 |
|
Cash and cash equivalents (E) |
|
51,321,863 |
|
46,036,482 |
|
97,358,345 |
| |||
Restricted cash and escrows |
|
3,144,853 |
|
|
|
3,144,853 |
| |||
Investment in marketable securities |
|
3,972,663 |
|
|
|
3,972,663 |
| |||
Investment in unconsolidated entities |
|
187,136 |
|
|
|
187,136 |
| |||
Accounts and rents receivable |
|
1,291,083 |
|
|
|
1,291,083 |
| |||
Aquired lease intangibles, net (C) (D) |
|
52,066,590 |
|
13,519,266 |
|
65,585,856 |
| |||
Deferred costs, net (F) |
|
1,823,246 |
|
50,000 |
|
1,873,246 |
| |||
Other assets |
|
837,522 |
|
|
|
837,522 |
| |||
Total assets |
|
$ |
324,150,097 |
|
$ |
94,095,123 |
|
$ |
418,245,220 |
|
|
|
|
|
|
|
|
| |||
Liabilities and Equity |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
| |||
Mortgages payable (C) |
|
$ |
136,691,516 |
|
$ |
25,000,000 |
|
$ |
161,691,516 |
|
Accrued offering expense |
|
223,250 |
|
|
|
223,250 |
| |||
Accounts payable and accrued expenses |
|
1,285,993 |
|
|
|
1,285,993 |
| |||
Distributions payable |
|
910,679 |
|
|
|
910,679 |
| |||
Accrued real estate taxes payable |
|
1,985,539 |
|
|
|
1,985,539 |
| |||
Advance rent and other liabilities (C) (G) |
|
1,797,494 |
|
9,330,366 |
|
11,127,860 |
| |||
Intangible liabilities, net (C) (D) |
|
7,199,426 |
|
314,132 |
|
7,513,558 |
| |||
Due to related parties |
|
3,327,233 |
|
|
|
3,327,233 |
| |||
Total liabilities |
|
153,421,130 |
|
34,644,498 |
|
188,065,628 |
| |||
|
|
|
|
|
|
|
| |||
Stockholders equity: |
|
|
|
|
|
|
| |||
Preferred stock |
|
|
|
|
|
|
| |||
Common stock (H) |
|
19,451 |
|
6,313 |
|
25,764 |
| |||
Additional paid in capital, net of offering costs (H) |
|
172,720,348 |
|
59,444,312 |
|
232,164,660 |
| |||
Accumulated distributions and net loss (I) |
|
(6,437,728 |
) |
|
|
(6,437,728 |
) | |||
Accumulated other comprehensive income |
|
82,257 |
|
|
|
82,257 |
| |||
Total company stockholders equity |
|
166,384,328 |
|
59,450,625 |
|
225,834,953 |
| |||
Noncontrolling interests |
|
4,344,639 |
|
|
|
4,344,639 |
| |||
Total equity |
|
170,728,967 |
|
59,450,625 |
|
230,179,592 |
| |||
Total liabilities and equity |
|
$ |
324,150,097 |
|
$ |
94,095,123 |
|
$ |
418,245,220 |
|
See accompanying notes to pro forma consolidated balance sheet.
Inland Diversified Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Balance Sheet
September 30, 2010
(unaudited)
(A) The historical column represents the Companys Consolidated Balance Sheet as of September 30, 2010 as filed with the Securities and Exchange Commission on Form 10-Q.
(B) The pro forma adjustments column include adjustments related to our significant acquisitions which occurred after September 30, 2010 and are detailed below as follows:
|
|
Colonial |
|
Shops at |
|
Pro Forma |
| |||
Net investment properties |
|
$ |
24,269,375 |
|
$ |
10,220,000 |
|
$ |
34,489,375 |
|
|
|
|
|
|
|
|
| |||
Intangible assets, net |
|
$ |
10,975,565 |
|
$ |
2,543,701 |
|
$ |
13,519,266 |
|
|
|
|
|
|
|
|
| |||
Intangible liabilities, net |
|
$ |
200,974 |
|
$ |
113,158 |
|
$ |
314,132 |
|
|
|
|
|
|
|
|
| |||
Earnout liability |
|
$ |
7,432,450 |
|
$ |
1,897,916 |
|
$ |
9,330,366 |
|
|
|
|
|
|
|
|
| |||
Mortgages payable |
|
$ |
18,140,000 |
|
$ |
6,860,000 |
|
$ |
25,000,000 |
|
(C) The pro forma adjustments reflect the acquisition of the following properties by the Company. No pro forma adjustment has been made for prorations or other closing costs as the amounts are not significant.
The mortgages payable on these properties are cross collateralized.
Purchases |
|
Acquisition Price |
|
Mortgages Payable |
| ||
Colonial Square Town Center |
|
$ |
27,611,516 |
|
$ |
18,140,000 |
|
Shops at Village Walk |
|
10,752,627 |
|
6,860,000 |
| ||
|
|
$ |
38,364,143 |
|
$ |
25,000,000 |
|
Allocation of net investments in properties:
Land |
|
$ |
6,901,166 |
|
Building and improvements |
|
27,588,209 |
| |
Intangible assets, net |
|
13,519,266 |
| |
Intangible liabilities, net |
|
(314,132 |
) | |
Earnout liability |
|
(9,330,366 |
) | |
Total |
|
$ |
38,364,143 |
|
Allocations are preliminary and subject to change.
(D) Acquired intangibles represent above and below market leases and the difference between the property valued with existing in-place leases and the property valued as if vacant. The value of the acquired intangibles will be amortized over the lease term. Allocations are preliminary and subject to change.
(E) Pro forma cash proceeds of $46,036,482 represents the cash received from the issuance of equity and mortgage financings through December 23, 2010 less the pro forma net acquisition price of investments in real estate.
(F) Loan fees of $50,000 represent loan fees related to the mortgage debt financing as described in (C).
(G) The acquisitions described in (B) include earnout components to the purchase price, meaning the Company did not pay a portion of the purchase price of the properties at closing, although the Company owns the entire property. These earnout components are recorded at the estimated fair value at the date of the property acquisition. The Company is not obligated to pay these contingent purchase price amounts unless spaces which were vacant at the time of acquisition are later rented within the time limits and other agreed terms set forth in the acquisition agreements. The earnout payments are based on a predetermined formula applied to rental income received. The earnout agreements have a limited obligation period of three years from the date of acquisition.
(H) Additional offering proceeds of $59,450,625, net of additional offering costs of $5,602,938, are reflected as received as of September 30, 2010 based on offering proceeds actually received as of December 23, 2010. Offering costs consist principally of registration costs, printing and selling costs, including commissions.
(I) No pro forma adjustments have been made for the additional payment of distributions resulting from the additional proceeds raised by the Company.
Inland Diversified Real Estate Trust, Inc.
Pro Forma Consolidated Statement of Operations and Other Comprehensive Income
For the nine months ended September 30, 2010
(unaudited)
The following unaudited Pro Forma Consolidated Statement of Operations and Other Comprehensive Income is presented to give effect to the acquisitions or financings of the significant properties indicated in Note (B) of the Notes to the Pro Forma Consolidated Statement of Operations and Other Comprehensive Income as though they occurred on January 1, 2009 or the date significant operations commenced. Pro Forma adjustments have been made for the properties that were purchased or financed subsequent to December 31, 2009. The Pro Forma adjustments were made for Merrimack Village Center, Pleasant Hill Commons, Regal Court, Draper Crossing, Tradition Village Center, The Landing at Tradition, Temple Terrace, Kohls at Calvine Pointe, Lake City Commons, Colonial Square Town Center and Shops at Village Walk.
The Company does not consider any potential property acquisitions to be probable under Rule 3-14 of Regulation S-X.
This unaudited Pro Forma Consolidated Statement of Operations and Other Comprehensive Income is not necessarily indicative of what the actual results of operations would have been for the nine months ended September 30, 2010, nor does it purport to represent our future results of operations.
Inland Diversified Real Estate Trust, Inc.
Pro Forma Consolidated Statement of Operations and Other Comprehensive Income
For the nine months ended September 30, 2010
(unaudited)
|
|
|
|
Pro Forma |
|
|
| |||
|
|
Historical |
|
Adjustments |
|
|
| |||
|
|
(A) |
|
(B) |
|
Pro Forma |
| |||
|
|
|
|
|
|
|
| |||
Rental income (C) |
|
$ |
7,052,054 |
|
$ |
9,181,750 |
|
$ |
16,233,804 |
|
Tenant recovery income |
|
1,765,806 |
|
2,740,124 |
|
4,505,930 |
| |||
Other property income |
|
222,434 |
|
2,897 |
|
225,331 |
| |||
Total income |
|
9,040,294 |
|
11,924,771 |
|
20,965,065 |
| |||
|
|
|
|
|
|
|
| |||
General and administrative expenses |
|
1,390,203 |
|
|
|
1,390,203 |
| |||
Acquisition related costs |
|
1,573,555 |
|
|
|
1,573,555 |
| |||
Property operating expenses (D) |
|
1,542,068 |
|
2,421,588 |
|
3,963,656 |
| |||
Real estate taxes |
|
1,127,080 |
|
1,342,125 |
|
2,469,205 |
| |||
Depreciation and amortization (C) |
|
2,422,448 |
|
3,894,874 |
|
6,317,322 |
| |||
Total expenses |
|
8,055,354 |
|
7,658,587 |
|
15,713,941 |
| |||
|
|
|
|
|
|
|
| |||
Operating income |
|
984,940 |
|
4,266,184 |
|
5,251,124 |
| |||
|
|
|
|
|
|
|
| |||
Interest and dividend income |
|
224,332 |
|
|
|
224,332 |
| |||
Interest expense (E) |
|
(2,329,388 |
) |
(4,085,828 |
) |
(6,415,216 |
) | |||
Equity in losses of unconsolidated entities |
|
(1,364 |
) |
|
|
(1,364 |
) | |||
|
|
|
|
|
|
|
| |||
Net (loss) income |
|
(1,121,480 |
) |
180,356 |
|
(941,124 |
) | |||
|
|
|
|
|
|
|
| |||
Less: net income attributable to noncontrolling interests (F) |
|
(15,574 |
) |
(122,689 |
) |
(138,263 |
) | |||
|
|
|
|
|
|
|
| |||
Net (loss) income attributable to common stockholders |
|
$ |
(1,137,054 |
) |
$ |
57,667 |
|
$ |
(1,079,387 |
) |
|
|
|
|
|
|
|
| |||
Other comprehensive income: |
|
|
|
|
|
|
| |||
Unrealized gain on investment securities |
|
82,257 |
|
|
|
82,257 |
| |||
|
|
|
|
|
|
|
| |||
Comprehensive (loss) income |
|
$ |
(1,054,797 |
) |
$ |
57,667 |
|
$ |
(997,130 |
) |
|
|
|
|
|
|
|
| |||
Net (loss) income attributable to common stockholders per common share, basic and diluted (G) |
|
$ |
(0.11 |
) |
|
|
$ |
(0.04 |
) | |
Weighted average number of common shares outstanding, basic and diluted (G) |
|
10,521,564 |
|
|
|
25,764,281 |
|
See accompanying notes to pro forma consolidated statement of operations and other comprehensive income.
Inland Diversified Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations and Other Comprehensive Income
For the nine months ended September 30, 2010
(unaudited)
(A) The historical column represents the Companys Consolidated Statement of Operations and Other Comprehensive Income for the nine months ended September 30, 2010 as filed with the Securities and Exchange Commission on Form 10-Q.
(B) Total pro forma adjustments for significant acquisitions consumated through the date of this filing are as though the properties were acquired January 1, 2009.
Total income, property operating expenses, real estate taxes and interest expense for the nine months ended September 30, 2010 is based on information provided by the seller and outstanding mortgages payable for the following properties:
Merrimack Village Center |
The Landing at Tradition |
Shops at Village Walk |
Pleasant Hill Commons |
Temple Terrace |
|
Regal Court |
Kohls at Calvine Pointe |
|
Draper Crossing |
Lake City Commons |
|
Tradition Village Center |
Colonial Square Town Center |
|
Colonial Square Town Center and Shops at Village Walk properties were in a lease up phase during 2010 and not fully stabilized. Therefore, these properties had a pro forma net loss.
The pro forma adjustments for the nine months ended September 30, 2010 are composed of the following adjustments:
|
|
Merrimack |
|
Pleasant Hill |
|
Regal Court |
|
Draper Crossing |
|
Tradition Village |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Rental income |
|
$ |
|
|
138,584 |
|
1,350,846 |
|
956,417 |
|
$ |
830,828 |
|
Tenant recovery income |
|
|
|
46,749 |
|
265,749 |
|
149,764 |
|
386,512 |
| ||
Other property income |
|
|
|
480 |
|
|
|
2,417 |
|
|
| ||
Total income |
|
|
|
185,813 |
|
1,616,595 |
|
1,108,598 |
|
1,217,340 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Property operating expenses |
|
|
|
37,670 |
|
184,447 |
|
139,590 |
|
292,558 |
| ||
Real estate taxes |
|
|
|
20,864 |
|
169,741 |
|
112,242 |
|
146,853 |
| ||
Depreciation and amortization |
|
|
|
55,826 |
|
449,043 |
|
406,032 |
|
251,068 |
| ||
Total expenses |
|
|
|
114,360 |
|
803,231 |
|
657,864 |
|
690,479 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Operating income |
|
|
|
71,453 |
|
813,364 |
|
450,734 |
|
526,861 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Interest expense |
|
41,531 |
|
153,364 |
|
699,082 |
|
362,650 |
|
295,051 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Net income (loss) |
|
$ |
(41,531 |
) |
(81,911 |
) |
114,282 |
|
88,084 |
|
$ |
231,810 |
|
|
|
The Landing at |
|
Temple Terrace |
|
Kohls at Calvine |
|
Lake City |
|
Colonial Square |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Rental income |
|
$ |
2,285,842 |
|
254,484 |
|
723,509 |
|
488,437 |
|
$ |
1,411,532 |
|
Tenant recovery income |
|
795,735 |
|
34,838 |
|
|
|
181,062 |
|
772,200 |
| ||
Other property income |
|
|
|
|
|
|
|
|
|
|
| ||
Total income |
|
3,081,577 |
|
289,322 |
|
723,509 |
|
669,499 |
|
2,183,732 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Property operating expenses |
|
764,772 |
|
56,083 |
|
26,815 |
|
126,750 |
|
566,604 |
| ||
Real estate taxes |
|
359,692 |
|
45,250 |
|
|
|
61,778 |
|
325,143 |
| ||
Depreciation and amortization |
|
658,992 |
|
23,148 |
|
261,965 |
|
189,903 |
|
1,215,169 |
| ||
Total expenses |
|
1,783,456 |
|
124,481 |
|
288,780 |
|
378,431 |
|
2,106,916 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Operating income |
|
1,298,121 |
|
164,841 |
|
434,729 |
|
291,068 |
|
76,816 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Interest expense |
|
863,901 |
|
|
|
414,214 |
|
208,091 |
|
760,370 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Net income (loss) |
|
$ |
434,220 |
|
164,841 |
|
20,515 |
|
82,977 |
|
$ |
(683,554 |
) |
|
|
Shops at Village |
|
Total Pro Forma |
| ||
|
|
|
|
|
| ||
Rental income |
|
$ |
741,271 |
|
$ |
9,181,750 |
|
Tenant recovery income |
|
107,515 |
|
2,740,124 |
| ||
Other property income |
|
|
|
2,897 |
| ||
Total income |
|
848,786 |
|
11,924,771 |
| ||
|
|
|
|
|
| ||
Property operating expenses |
|
226,299 |
|
2,421,588 |
| ||
Real estate taxes |
|
100,562 |
|
1,342,125 |
| ||
Depreciation and amortization |
|
383,728 |
|
3,894,874 |
| ||
Total expenses |
|
710,589 |
|
7,658,587 |
| ||
|
|
|
|
|
| ||
Operating income |
|
138,197 |
|
4,266,184 |
| ||
|
|
|
|
|
| ||
Interest expense |
|
287,574 |
|
4,085,828 |
| ||
|
|
|
|
|
| ||
Net income (loss) |
|
$ |
(149,377 |
) |
$ |
180,356 |
|
(C) Investment properties will be depreciated on a straight-line basis based upon estimated useful lives of 30 years for buildings and improvements and 15 years for site improvements. The portion of the purchase price allocated to above or below market lease intangibles will be amortized on a straight-line basis over the life of the related leases as an adjustment to rental income. In-place lease intangibles will be amortized on a straight-line basis over the life of the related leases as a component of amortization expense. The purchase price allocation for pro forma financial statement purposes are preliminary and may be subject to change.
(D) Management fees are calculated as 4.5% of gross revenues pursuant to the new management agreements and are included in property operating expenses. For the nine months ended September 30, 2010, pro forma property operating expenses included incremental management fees of $153,679 such that management fees represent the anticipated ongoing cost to the Company.
(E) The pro forma adjustments relating to incremental interest expense were based on the following debt terms:
|
|
Principal Balance |
|
Interest Rate |
|
Maturity Date |
| |
Merrimack Village Center |
|
$ |
5,445,000 |
|
6.50 |
% |
March 1, 2015 |
|
Pleasant Hill Commons |
|
6,800,000 |
|
6.00 |
% |
June 1, 2017 |
| |
Regal Court |
|
30,400,000 |
|
5.80 |
% |
June 1, 2015 |
| |
Draper Crossing |
|
14,984,078 |
|
7.33 |
% |
December 1, 2011 |
| |
Tradition Village Center |
|
14,000,000 |
|
4.52 |
% |
June 1, 2015 |
| |
The Landing at Tradition |
|
41,000,000 |
|
4.52 |
% |
June 1, 2015 |
| |
Kohls at Calvine Pointe |
|
10,500,000 |
|
5.70 |
% |
September 1, 2020 |
| |
Lake City Commons |
|
5,200,000 |
|
5.70 |
% |
September 1, 2020 |
| |
Colonial Square Town Center |
|
18,140,000 |
|
5.50 |
% |
January 1, 2018 |
| |
Shops at Village Walk |
|
6,860,000 |
|
5.50 |
% |
January 1, 2018 |
| |
|
|
$ |
153,329,078 |
|
|
|
|
|
The Draper Crossing loan was assumed at acquisition as such, the loan premium of $280,323 is amortized into interest expense over the remaining life of the loan.
(F) The Company, through Inland Diversified/Vlass Temple Terrace JV, LLC, its joint venture with Vlass Temple Terrace, LLC, acquired Temple Terrace. The Company and Vlass have a 49% and 51% ownership interest, respectively, in Inland Diversified/Vlass Temple Terrace JV, LLC. The Company consolidates Temple Terrace and has recorded the Vlass ownership interests as noncontrolling interest. Net income of the joint venture is allocated to the noncontrolling interest based on contributions as of September 30, 2010 pursuant to the terms of the joint venture agreement.
(G) The pro forma weighted average shares of common stock outstanding for the nine months ended September 30, 2010 was calculated assuming all shares sold through December 23, 2010 were issued on January 1, 2009.
Inland Diversified Real Estate Trust, Inc.
Pro Forma Consolidated Statement of Operations and Other Comprehensive Income
For the year ended December 31, 2009
(unaudited)
The following unaudited Pro Forma Consolidated Statement of Operations and Other Comprehensive Income is presented to give effect to the acquisitions or financings of the significant properties indicated in Note (B) of the Notes to the Pro Forma Consolidated Statement of Operations and Other Comprehensive Income as though they occurred on January 1, 2009 or the date significant operations commenced. Pro Forma adjustments have been made for the properties that were purchased or financed subsequent to January 1, 2009. The Pro Forma adjustments were made for Merrimack Village Center, Pleasant Hill Commons, Regal Court, Draper Crossing, Tradition Village Center, The Landing at Tradition, Temple Terrace, Kohls at Calvine Pointe, Lake City Commons, Colonial Square Town Center and Shops at Village Walk.
The Company does not consider any potential property acquisitions to be probable under Rule 3-14 of Regulation S-X.
This unaudited Pro Forma Consolidated Statement of Operations and Other Comprehensive Income is not necessarily indicative of what the actual results of operations would have been for the year ended December 31, 2009, nor does it purport to represent our future results of operations.
Inland Diversified Real Estate Trust, Inc.
Pro Forma Consolidated Statement of Operations and Other Comprehensive Income
For the Year ended December 31, 2009
(unaudited)
|
|
Historical |
|
Pro Forma |
|
Pro Forma |
| |||
|
|
|
|
|
|
|
| |||
Rental income (C) |
|
$ |
64,175 |
|
$ |
19,560,088 |
|
$ |
19,624,263 |
|
Tenant recovery income |
|
32,068 |
|
6,038,032 |
|
6,070,100 |
| |||
Other property income |
|
|
|
21,661 |
|
21,661 |
| |||
Total income |
|
96,243 |
|
25,619,781 |
|
25,716,024 |
| |||
|
|
|
|
|
|
|
| |||
General and administrative expenses |
|
60,042 |
|
|
|
60,042 |
| |||
Acquisition related costs |
|
273,378 |
|
|
|
273,378 |
| |||
Property operating expenses (D) |
|
21,838 |
|
5,268,727 |
|
5,290,565 |
| |||
Real estate taxes |
|
12,335 |
|
3,009,421 |
|
3,021,756 |
| |||
Depreciation and amortization (C) |
|
28,619 |
|
8,237,412 |
|
8,266,031 |
| |||
Total expenses |
|
396,212 |
|
16,515,560 |
|
16,911,772 |
| |||
|
|
|
|
|
|
|
| |||
Operating (loss) income |
|
(299,969 |
) |
9,104,221 |
|
8,804,252 |
| |||
|
|
|
|
|
|
|
| |||
Interest and dividend income |
|
3,036 |
|
|
|
3,036 |
| |||
Interest expense (E) |
|
|
|
(8,541,295 |
) |
(8,541,295 |
) | |||
|
|
|
|
|
|
|
| |||
Net (loss) income |
|
(296,933 |
) |
562,926 |
|
265,993 |
| |||
|
|
|
|
|
|
|
| |||
Less: net income attributable to noncontrolling interests (F) |
|
|
|
(223,831 |
) |
(223,831 |
) | |||
|
|
|
|
|
|
|
| |||
Net (loss) income attributable to common stockholders |
|
$ |
(296,933 |
) |
$ |
339,095 |
|
$ |
42,162 |
|
|
|
|
|
|
|
|
| |||
Other comprehensive income: |
|
|
|
|
|
|
| |||
Unrealized gain on investment securities |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
| |||
Comprehensive (loss) income |
|
$ |
(296,933 |
) |
$ |
339,095 |
|
$ |
42,162 |
|
|
|
|
|
|
|
|
| |||
Net income (loss) attributable to common stockholders per common share, basic and diluted (G) |
|
$ |
(0.81 |
) |
|
|
$ |
0.00 |
| |
Weighted average number of common shares outstanding, basic and diluted (G) |
|
367,888 |
|
|
|
19,450,808 |
|
See accompanying notes to pro forma consolidated statement of operations and other comprehensive income.
Inland Diversified Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations and Other Comprehensive Income
For the Year ended December 31, 2009
(unaudited)
(A) The historical column represents the Companys Consolidated Statement of Operations and Other Comprehensive Income for the year ended December 31, 2009 as filed with the Securities and Exchange Commission on Form 10-K.
(B) Total pro forma adjustments for significant acquisitions consummated as of the date of this filing are as though the properties were acquired January 1, 2009.
Total income, property operating expenses, real estate taxes and interest expense for the year ended December 31, 2009 is based on information provided by the seller and outstanding mortgages payable for the following properties:
Merrimack Village Center |
|
The Landing at Tradition |
|
Shops at Village Walk |
Pleasant Hill Commons |
|
Temple Terrace |
|
|
Regal Court |
|
Kohls at Calvine Pointe |
|
|
Draper Crossing |
|
Lake City Commons |
|
|
Tradition Village Center |
|
Colonial Square Town Center |
|
|
Colonial Square Town Center and Shops at Village Walk properties were in a lease up phase during 2009 and not fully stabilized. Therefore, these properties had a pro forma net loss.
The pro forma adjustments for the year ended December 31, 2009 are composed of the following adjustments:
|
|
Merrimack |
|
Pleasant Hill |
|
Regal Court |
|
Draper Crossing |
|
Tradition Village |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Rental income |
|
$ |
942,447 |
|
1,059,976 |
|
3,571,209 |
|
2,387,680 |
|
$ |
1,785,783 |
|
Tenant recovery income |
|
318,892 |
|
355,488 |
|
871,454 |
|
473,021 |
|
806,318 |
| ||
Other property income |
|
14,210 |
|
3,651 |
|
|
|
3,800 |
|
|
| ||
Total income |
|
1,275,549 |
|
1,419,115 |
|
4,442,663 |
|
2,864,501 |
|
2,592,101 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Property operating expenses |
|
270,467 |
|
291,550 |
|
614,482 |
|
354,766 |
|
745,107 |
| ||
Real estate taxes |
|
209,982 |
|
158,653 |
|
459,448 |
|
297,765 |
|
359,359 |
| ||
Depreciation and amortization |
|
314,807 |
|
334,958 |
|
1,347,128 |
|
974,477 |
|
602,564 |
| ||
Total expenses |
|
795,256 |
|
785,161 |
|
2,421,058 |
|
1,627,008 |
|
1,707,030 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Operating income |
|
480,293 |
|
633,954 |
|
2,021,605 |
|
1,237,493 |
|
885,071 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Interest expense |
|
373,531 |
|
431,768 |
|
1,843,348 |
|
906,597 |
|
674,720 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Net income (loss) |
|
$ |
106,762 |
|
202,186 |
|
178,257 |
|
330,896 |
|
$ |
210,351 |
|
|
|
The Landing at |
|
Temple Terrace |
|
Kohls at Calvine |
|
Lake City |
|
Colonial Square |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Rental income |
|
$ |
5,230,895 |
|
482,573 |
|
1,427,372 |
|
924,833 |
|
$ |
1,590,668 |
|
Tenant recovery income |
|
1,899,595 |
|
112,200 |
|
|
|
342,753 |
|
811,251 |
| ||
Other property income |
|
|
|
|
|
|
|
|
|
|
| ||
Total income |
|
7,130,490 |
|
594,773 |
|
1,427,372 |
|
1,267,586 |
|
2,401,919 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Property operating expenses |
|
1,688,095 |
|
156,275 |
|
53,041 |
|
255,731 |
|
718,765 |
| ||
Real estate taxes |
|
910,790 |
|
112,168 |
|
|
|
121,503 |
|
347,573 |
| ||
Depreciation and amortization |
|
1,581,581 |
|
46,296 |
|
523,931 |
|
379,808 |
|
1,620,225 |
| ||
Total expenses |
|
4,180,466 |
|
314,739 |
|
576,972 |
|
757,042 |
|
2,686,563 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Operating income |
|
2,950,024 |
|
280,034 |
|
850,400 |
|
510,544 |
|
(284,644 |
) | ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Interest expense |
|
1,975,551 |
|
|
|
622,153 |
|
312,549 |
|
1,016,598 |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Net income (loss) |
|
$ |
974,473 |
|
280,034 |
|
228,247 |
|
197,995 |
|
$ |
(1,301,242 |
) |
|
|
Shops at Village |
|
Total Pro Forma |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Rental income |
|
$ |
156,652 |
|
$ |
19,560,088 |
|
|
|
|
|
|
|
Tenant recovery income |
|
47,060 |
|
6,038,032 |
|
|
|
|
|
|
| ||
Other property income |
|
|
|
21,661 |
|
|
|
|
|
|
| ||
Total income |
|
203,712 |
|
25,619,781 |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Property operating expenses |
|
120,448 |
|
5,268,727 |
|
|
|
|
|
|
| ||
Real estate taxes |
|
32,180 |
|
3,009,421 |
|
|
|
|
|
|
| ||
Depreciation and amortization |
|
511,637 |
|
8,237,412 |
|
|
|
|
|
|
| ||
Total expenses |
|
664,265 |
|
16,515,560 |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Operating income |
|
(460,553 |
) |
9,104,221 |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Interest expense |
|
384,480 |
|
8,541,295 |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Net income (loss) |
|
$ |
(845,033 |
) |
$ |
562,926 |
|
|
|
|
|
|
|
(C) Investment properties will be depreciated on a straight-line basis based upon estimated useful lives of 30 years for buildings and improvements and 15 years for site improvements. The portion of the purchase price allocated to above or below market lease intangibles will be amortized on a straight-line basis over the life of the related leases as an adjustment to rental income. In-place lease intangibles will be amortized on a straight-line basis over the life of the related leases as a component of amortization expense. The purchase price allocations for pro forma financial statement purposes are preliminary and may be subject to change.
(D) Management fees are calculated as 4.5% of gross revenues pursuant to the new management agreements and are included in property operating expenses. For the year ended December 31, 2009, pro forma property operating expenses included incremental management fees of $466,452 such that management fees represent the anticipated ongoing cost to the Company.
(E) The pro forma adjustments relating to incremental interest expense were based on the following debt terms:
|
|
Principal Balance |
|
Interest Rate |
|
Maturity Date |
| |
Merrimack Village Center |
|
$ |
5,445,000 |
|
6.50 |
% |
March 1, 2015 |
|
Pleasant Hill Commons |
|
6,800,000 |
|
6.00 |
% |
June 1, 2017 |
| |
Regal Court |
|
30,400,000 |
|
5.80 |
% |
June 1, 2015 |
| |
Draper Crossing |
|
15,036,750 |
|
7.33 |
% |
December 1, 2011 |
| |
Tradition Village Center |
|
14,000,000 |
|
4.52 |
% |
June 1, 2015 |
| |
The Landing at Tradition |
|
41,000,000 |
|
4.52 |
% |
June 1, 2015 |
| |
Kohls at Calvine Pointe |
|
10,500,000 |
|
5.70 |
% |
September 1, 2020 |
| |
Lake City Commons |
|
5,200,000 |
|
5.70 |
% |
September 1, 2020 |
| |
Colonial Square Town Center |
|
18,140,000 |
|
5.50 |
% |
January 1, 2018 |
| |
Shops at Village Walk |
|
6,860,000 |
|
5.50 |
% |
January 1, 2018 |
| |
|
|
$ |
153,381,750 |
|
|
|
|
|
The Draper Crossing loan was assumed at acquisition as such the loan premium of $280,323 is amortized into interest expense over the remaining life of the loan.
(F) The Company, through Inland Diversified/Vlass Temple Terrace JV, LLC, its joint venture with Vlass Temple Terrace, LLC, acquired Temple Terrace. The Company and Vlass have a 49% and 51% ownership interest, respectively, in Inland Diversified/Vlass Temple Terrace JV, LLC. The Company consolidates Temple Terrace and has recorded the Vlass ownership interests as noncontrolling interest. Net income of the joint venture is allocated to the noncontrolling interest based on contributions as of September 30, 2010 pursuant to the terms of the joint venture agreement.
(G) The pro forma weighted average shares of common stock outstanding for the year ended December 31, 2009 was calculated assuming all shares sold through December 23, 2010 to purchase each of the properties were issued on January 1, 2009.