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): June 30, 2011

 

INLAND DIVERSIFIED REAL ESTATE TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)

 

Maryland
(State or Other
Jurisdiction of
Incorporation)

 

000-53945
(Commission File
Number)

 

26-2875286
(IRS Employer
Identification No.)

 

2901 Butterfield Road
Oak Brook, Illinois 60523
(Address of Principal Executive Offices)

 

(630) 218-8000
(Registrant’s Telephone Number, Including Area Code)

 

N/A
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

£            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

£            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

£            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

£            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 

 



 

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 the following Current Reports on Form 8-K to provide the required financial information.

 

·                                          Current Report on Form 8-K filed on May 5, 2011 to provide the required financial information relating to our acquisition of University Town Center, located in Norman, Oklahoma, as described in that Current Report;

 

·                                          Current Report on Form 8-K filed on June 7, 2011 to provide the required financial information relating to our acquisition of Perimeter Woods Shopping Center, located in Charlotte, North Carolina, as described in that Current Report; and

 

·                                          Current Report on Form 8-K filed on June 23, 2011 to provide the required financial information relating to our acquisition of Draper Peaks Shopping Center, located in Draper, Utah, as described in that Current Report.

 

Item 9.01.  Financial Statements and Exhibits

 

(a)           Financial statements of businesses acquired

 

 

Page

 

 

University Town Center

 

 

 

Independent Auditors’ Report

F-1

 

 

Historical Summary of Gross Income and Direct Operating Expenses for the three month period ended March 31, 2011 (unaudited) and the year ended December 31, 2010

F-2

 

 

Notes to Historical Summary of Gross Income and Direct Operating Expenses for the three month period ended March 31, 2011 (unaudited) and the year ended December 31, 2010

F-3

 

 

Perimeter Woods

 

 

 

Independent Auditors’ Report

F-5

 

 

Historical Summary of Gross Income and Direct Operating Expenses for the three month period ended March 31, 2011 (unaudited) and the year ended December 31, 2010

F-6

 

 

Notes to Historical Summary of Gross Income and Direct Operating Expenses for the three month period ended March 31, 2011 (unaudited) and the year ended December 31, 2010

F-7

 

 

Draper Peaks

 

 

 

Independent Auditors’ Report

F-9

 

 

Historical Summary of Gross Income and Direct Operating Expenses for the three month period ended March 31, 2011 (unaudited) and the year ended December 31, 2010

F-10

 

2



 

Notes to Historical Summary of Gross Income and Direct Operating Expenses for the three month period ended March 31, 2011 (unaudited) and the year ended December 31, 2010

F-11

 

(b)           Pro forma financial information

 

 

Page

 

 

Pro Forma Consolidated Balance Sheet as of March 31, 2011 (unaudited)

F-13

 

 

Notes to Pro Forma Consolidated Balance Sheet as of March 31, 2011 (unaudited)

F-15

 

 

Pro Forma Consolidated Statement of Operations and Other Comprehensive Income for the quarter ended March 31, 2011 (unaudited)

F-16

 

 

Notes to Pro Forma Consolidated Statement of Operations and Other Comprehensive Income for the quarter ended March 31, 2011 (unaudited)

F-18

 

 

Pro Forma Consolidated Statement of Operations and Other Comprehensive Income for the year ended December 31, 2010 (unaudited)

F-19

 

 

Notes to Pro Forma Consolidated Statement of Operations and Other Comprehensive Income for the year ended December 31, 2010 (unaudited)

F-21

 

3



 

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.

 

 

 

INLAND DIVERSIFIED REAL ESTATE TRUST, INC.

 

 

 

 

Date:

June 30, 2011

By:

/s/ Steven T. Hippel

 

 

Name:

Steven T. Hippel

 

 

Title

Chief Accounting Officer

 

4



 

Index to Financial Statements

 

 

Page

 

 

University Town Center

 

 

 

Independent Auditors’ Report

F-1

 

 

Historical Summary of Gross Income and Direct Operating Expenses for the three month period ended March 31, 2011 (unaudited) and the year ended December 31, 2010

F-2

 

 

Notes to Historical Summary of Gross Income and Direct Operating Expenses for the three month period ended March 31, 2011 (unaudited) and the year ended December 31, 2010

F-3

 

 

Perimeter Woods

 

 

 

Independent Auditors’ Report

F-5

 

 

Historical Summary of Gross Income and Direct Operating Expenses for the three month period ended March 31, 2011 (unaudited) and the year ended December 31, 2010

F-6

 

 

Notes to Historical Summary of Gross Income and Direct Operating Expenses for the three month period ended March 31, 2011 (unaudited) and the year ended December 31, 2010

F-7

 

 

Draper Peaks

 

 

 

Independent Auditors’ Report

F-9

 

 

Historical Summary of Gross Income and Direct Operating Expenses for the three month period ended March 31, 2011 (unaudited) and the year ended December 31, 2010

F-10

 

 

Notes to Historical Summary of Gross Income and Direct Operating Expenses for the three month period ended March 31, 2011 (unaudited) and the year ended December 31, 2010

F-11

 

 

Pro Forma Financial Information

 

 

 

Pro Forma Consolidated Balance Sheet as of March 31, 2011 (unaudited)

F-13

 

 

Notes to Pro Forma Consolidated Balance Sheet as of March 31, 2011 (unaudited)

F-15

 

 

Pro Forma Consolidated Statement of Operations and Other Comprehensive Income for the quarter ended March 31, 2011 (unaudited)

F-16

 

 

Notes to Pro Forma Consolidated Statement of Operations and Other Comprehensive Income for the quarter ended March 31, 2011 (unaudited)

F-18

 

 

Pro Forma Consolidated Statement of Operations and Other Comprehensive Income for the year ended December 31, 2010 (unaudited)

F-19

 

 

Notes to Pro Forma Consolidated Statement of Operations and Other Comprehensive Income for the year ended December 31, 2010 (unaudited)

F-21

 

5



 

Independent Auditors’ Report

 

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 University Town Center (the Property) for the year ended December 31, 2010. 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 Property’s 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 Property’s 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 University Town Center for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

 

/s/ KPMG LLP

 

 

June 21, 2011

 

F-1



 

UNIVERSITY TOWN CENTER

 

Historical Summary of Gross Income and

Direct Operating Expenses

 

Three month period ended March 31, 2011 (unaudited)

and year ended December 31, 2010

 

 

 

Three months

 

 

 

 

 

ended

 

 

 

 

 

March 31,

 

Year ended

 

 

 

2011

 

December 31,

 

 

 

(unaudited)

 

2010

 

 

 

 

 

 

 

Gross income:

 

 

 

 

 

Base rental income

 

$

644,506

 

$

2,264,255

 

Operating expense, insurance, and real estate tax recoveries

 

100,995

 

436,959

 

Total gross income

 

745,501

 

2,701,214

 

Direct operating expenses:

 

 

 

 

 

Operating expenses

 

90,921

 

345,354

 

Insurance

 

15,768

 

63,521

 

Real estate taxes

 

62,545

 

250,179

 

Total direct operating expenses

 

169,234

 

659,054

 

Excess of gross income over direct operating expenses

 

$

576,267

 

$

2,042,160

 

 

See accompanying notes to historical summary of gross income and direct operating expenses.

 

F-2



 

UNIVERSITY TOWN CENTER

 

Notes to Historical Summary of Gross Income and

Direct Operating Expenses

 

Three month period ended March 31, 2011 (unaudited)

and year ended December 31, 2010

 

(1)                     Business

 

University Town Center (the Property) is located in Norman, Oklahoma. The Property has approximately 159,000 square feet (unaudited) of gross leasable area and was approximately 98% leased at December 31, 2010. The Property is leased to a total of 30 tenants. Inland Diversified Real Estate Trust, Inc. (IDRETI), through its wholly owned subsidiary Inland Diversified Norman University, L.L.C., acquired the Property on April 29, 2011 from UTC I, LLC, 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 Property’s 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 three months ended March 31, 2011 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 three months ended March 31, 2011 is not necessarily indicative of the expected results for the entire year ended December 31, 2011.

 

(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 $56,589 (unaudited) for the three month period ended March 31, 2011 and increased base rental income by $92,212 for the year ended December 31, 2010.

 

F-3



 

UNIVERSITY TOWN CENTER

 

Notes to Historical Summary of Gross Income and
Direct Operating Expenses

 

Three month period ended March 31, 2011 (unaudited)
and year ended December 31, 2010

 

Minimum rents to be received from tenants under operating leases, with remaining lease terms ranging from two to twelve years, as of December 31, 2010, are as follows:

 

Year:

 

 

 

2011

 

$

2,351,667

 

2012

 

2,388,990

 

2013

 

2,205,220

 

2014

 

1,881,142

 

2015

 

1,662,701

 

Thereafter

 

4,304,630

 

Total

 

$

14,794,350

 

 

(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 and interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.

 

(5)                     Related-Party Transactions

 

Collett & Associates (Collett), an affiliate of UTC I, LLC, provided property management services to the Property. Collett established an agreement with the Property in which the Property would pay a management fee of 4% of collected revenue earned by the Property. The Property incurred management fees of $30,818 (unaudited) and $106,522, which are included in operating expenses for the three month period ended March 31, 2011 and the year ended December 31, 2010, respectively. These management fees may not be comparable to the management fees charged to the Property by IDRETI.

 

(6)                     Subsequent Events

 

Subsequent to December 31, 2010 and through June 21, 2011, the date through which management evaluated subsequent events and on which date the Historical Summary was issued, management did not identify any subsequent events requiring additional disclosure.

 

F-4



 

Independent Auditors’ Report

 

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 Perimeter Woods (the Property) for the year ended December 31, 2010. 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 Property’s 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 Property’s 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 Perimeter Woods for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

 

 

/s/ KPMG LLP

 

 

June 23, 2011

 

F-5



 

PERIMETER WOODS

 

Historical Summary of Gross Income and

Direct Operating Expenses

 

Three month period ended March 31, 2011 (unaudited)

and year ended December 31, 2010

 

 

 

Three months

 

 

 

 

 

ended

 

 

 

 

 

March 31,

 

Year ended

 

 

 

2011

 

December 31,

 

 

 

(unaudited)

 

2010

 

Gross income:

 

 

 

 

 

Base rental income

 

$

1,133,435

 

$

4,461,227

 

Operating expense, insurance, and real estate tax recoveries

 

109,595

 

469,001

 

Total gross income

 

1,243,030

 

4,930,228

 

Direct operating expenses:

 

 

 

 

 

Operating expenses

 

117,562

 

433,678

 

Insurance

 

7,055

 

28,219

 

Interest expense

 

679,016

 

2,739,427

 

Real estate taxes

 

44,275

 

156,744

 

Total direct operating expenses

 

847,908

 

3,358,068

 

Excess of gross income over direct operating expenses

 

$

395,122

 

$

1,572,160

 

 

See accompanying notes to historical summary of gross income and direct operating expenses.

 

F-6



 

PERIMETER WOODS

 

Notes to Historical Summary of Gross Income and
Direct Operating Expenses

 

Three Month Period ended March 31, 2011 (Unaudited)
and Year ended December 31, 2010

 

(1)                     Business

 

Perimeter Woods (the Property) is located in Charlotte, North Carolina. The Property has approximately 300,000 square feet (unaudited) of gross leasable area and was approximately 98% leased at December 31, 2010. The Property is leased to a total of ten tenants. Inland Diversified Real Estate Trust, Inc. (IDRETI), through its wholly owned subsidiary, Inland Diversified Charlotte Perimeter Woods, L.L.C., acquired the Property on June 1, 2011 from Perimeter Woods Development, 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 Property’s 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 three months ended March 31, 2011 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 three months ended March 31, 2011 is not necessarily indicative of the expected results for the entire year ended December 31, 2011.

 

(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 $41,624 (unaudited) for the three months ended March 31, 2011 and increased base rental income by $165,263 for the year ended December 31, 2010.

 

F-7



 

PERIMETER WOODS

 

Notes to Historical Summary of Gross Income and
Direct Operating Expenses

 

Three Month Period ended March 31, 2011 (Unaudited)
and Year ended December 31, 2010

 

Minimum rents to be received from tenants under operating leases, with remaining lease terms ranging from three to twelve years, as of December 31, 2010, are as follows:

 

Year:

 

 

 

2011

 

$

4,368,384

 

2012

 

4,387,744

 

2013

 

4,349,079

 

2014

 

4,370,916

 

2015

 

4,321,245

 

Thereafter

 

32,841,979

 

 

 

$

54,639,347

 

 

(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, and professional fees are excluded from the Historical Summary.

 

(5)                     Interest Expense

 

Inland Diversified Charlotte Perimeter Woods, L.L.C. assumed the mortgage loan secured by the Property in connection with the acquisition. This mortgage loan had an original balance of $46,500,000. The mortgage loan balance is approximately $45,011,000 (unaudited) and $45,170,000, as of March 31, 2011 and December 31, 2010, respectively. At the time of the closing, Perimeter Woods Development, L.L.C. made a payment to reduce the principal balance to $39,390,000. The loan bears an interest rate of 6.02%, and has a maturity date of September 1, 2018. The loan is an amortizing loan through June 30, 2012, at which time a payment is required to reduce the principal balance to $33,330,000, after which the loan is interest-only.

 

(6)                     Related-Party Transactions

 

Collett & Associates (Collett), an affiliate of Perimeter Woods Development, L.L.C., provided property management services to the Property. Collett established an agreement with the Property in which the Property would pay a management fee of 4% of collected revenue earned by the Property. The Property incurred management fees of $54,141 (unaudited) and $182,673, which are included in operating expenses for the three month period ended March 31, 2011 and the year ended December 31, 2010, respectively. These management fees may not be comparable to the management fees charged to the Property by IDRETI.

 

(7)                     Subsequent Events

 

Subsequent to December 31, 2010 and through June 23, 2011, the date through which management evaluated subsequent events and on which date the Historical Summary was issued, management did not identify any subsequent events requiring additional disclosure.

 

F-8



 

Independent Auditors’ Report

 

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 Draper Peaks (the Property) for the year ended December 31, 2010. 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 Property’s 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 Property’s 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 Draper Peaks for the year ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

 

 

/s/ KPMG LLP

 

 

June 21, 2011

 

F-9



 

DRAPER PEAKS

 

Historical Summary of Gross Income and

Direct Operating Expenses

 

Three month period ended March 31, 2011 (unaudited)

and year ended December 31, 2010

 

 

 

Three months

 

 

 

 

 

ended

 

Year ended

 

 

 

March 31, 2011

 

December 31,

 

 

 

(unaudited)

 

2010

 

Gross income:

 

 

 

 

 

Base rental income

 

$

867,843

 

$

3,604,965

 

Operating expense, insurance, and real estate tax recoveries

 

192,867

 

899,150

 

Other income

 

2,387

 

9,547

 

Total gross income

 

1,063,097

 

4,513,662

 

Direct operating expenses:

 

 

 

 

 

Operating expenses

 

118,444

 

559,750

 

Insurance

 

15,000

 

50,085

 

Real estate taxes

 

134,120

 

536,830

 

Total direct operating expenses

 

267,564

 

1,146,665

 

Excess of gross income over direct operating expenses

 

$

795,533

 

$

3,366,997

 

 

See accompanying notes to historical summary of gross income and direct operating expenses.

 

F-10



 

DRAPER PEAKS

 

Notes to Historical Summary of Gross Income and

Direct Operating Expenses

 

Three month period ended March 31, 2011 (unaudited)

and year ended December 31, 2010

 

(1)       Business

 

Draper Peaks (the Property) is located in Draper, Utah. The Property has approximately 230,000 square feet (unaudited) of gross leasable area and was approximately 89% leased at December 31, 2010. The Property is leased to a total of 42 tenants. Inland Diversified Real Estate Trust, Inc. (IDRETI), through its wholly owned subsidiary Inland Diversified Draper Peaks, L.L.C., acquired the Property on June 17, 2011 from Draper Peaks, 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 Property’s 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 three months ended March 31, 2011 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 three months ended March 31, 2011 is not necessarily indicative of the expected results for the entire year ended December 31, 2011.

 

(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 decreased base rental income by $21,111 (unaudited) for the three month period ended March 31, 2011 and increased base rental income by $90,689 for the year ended December 31, 2010.

 

F-11



 

DRAPER PEAKS

 

Notes to Historical Summary of Gross Income and

Direct Operating Expenses

 

Three month period ended March 31, 2011 (unaudited)

and year ended December 31, 2010

 

Minimum rents to be received from tenants under operating leases, with remaining lease terms ranging from one to twelve years, as of December 31, 2010, are as follows:

 

Year:

 

 

 

2011

 

$

3,437,522

 

2012

 

3,163,274

 

2013

 

2,728,791

 

2014

 

2,163,171

 

2015

 

1,853,883

 

Thereafter

 

4,898,673

 

Total

 

$

18,245,314

 

 

(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 and interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.

 

(5)       Mortgage Loans

 

The Property was encumbered by two mortgage loans. The mortgage loans had an aggregate original principal balance of $44,000,000. As of March 31, 2011 and December 31, 2010, the aggregate balance was approximately $39,700,000 (unaudited) and $40,000,000, respectively. As a condition of the Property acquisition, Draper Peaks, L.L.C. was required to make a principal payment of approximately $14,300,000. At the Property acquisition closing, Inland Diversified Draper Peaks, L.L.C. assumed the mortgage loans. Due to the principal payment, the historical interest expense was not expected to be comparable to the proposed future interest expense of the Property; as such, the historical interest expense has been excluded from the Historical Summary.

 

(6)       Related-Party Transactions

 

The Boyer Company, L.C. (Boyer) and Arbor Commercial Real Estate, L.C. (Arbor), affiliates of Draper Peaks, L.L.C., provided property management services to the Property. Boyer and Arbor established agreements with the Property in which the Property would pay a management fee of 4% of collected revenue earned by the Property. Boyer and Arbor share the management fee equally. The Property incurred management fees of $43,500 (unaudited) and $168,722 and which are included in operating expenses for the three month period ended March 31, 2011 and the year ended December 31, 2010, respectively. These management fees may not be comparable to the management fees charged to the Property by IDRETI.

 

(7)       Subsequent Events

 

Subsequent to December 31, 2010 and through June 21, 2011, the date through which management evaluated subsequent events and on which date the Historical Summary was issued, management did not identify any subsequent events requiring additional disclosure.

 

F-12



 

Inland Diversified Real Estate Trust, Inc.

Pro Forma Consolidated Balance Sheet

March 31, 2011

(unaudited)

 

The following unaudited pro forma Consolidated Balance Sheet is presented as if the acquisitions or financings had occurred on March 31, 2011.

 

This unaudited pro forma Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been at March 31, 2011, 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 March 31, 2011. The pro forma adjustments were made for Northcrest Shopping Center, Prattville Town Center, University Town Center, Perimeter Woods and Draper Peaks.

 

The Company does not consider any potential property acquisitions to be probable under Rule 3-14 of Regulation S-X.

 

F-13



 

Inland Diversified Real Estate Trust, Inc.

Pro Forma Consolidated Balance Sheet

March 31, 2011

(unaudited)

 

 

 

 

 

Pro Forma

 

 

 

 

 

Historical

 

Adjustments

 

 

 

 

 

(A)

 

(B)

 

Pro Forma

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment properties (C) 

 

$

475,514,264

 

$

124,778,173

 

$

600,292,437

 

Cash and cash equivalents (E) 

 

35,403,891

 

56,251,626

 

91,655,517

 

Restricted cash and escrows

 

9,999,591

 

 

9,999,591

 

Investment in marketable securities

 

7,429,305

 

 

7,429,305

 

Investment in unconsolidated entities

 

80,461

 

 

80,461

 

Accounts and rents receivable, net

 

3,231,583

 

 

3,231,583

 

Acquired lease intangibles, net (C) (D) 

 

97,473,058

 

15,299,190

 

112,772,248

 

Deferred costs, net

 

4,899,455

 

 

4,899,455

 

Other assets

 

1,158,402

 

 

1,158,402

 

Total assets

 

$

635,190,010

 

$

196,328,989

 

$

831,518,999

 

 

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgages, credit facility and securities margin payable (C) 

 

$

292,592,465

 

$

123,085,106

 

$

415,677,571

 

Accrued offering expenses

 

244,650

 

 

244,650

 

Accounts payable and accrued expenses (F) 

 

1,806,332

 

35,797

 

1,842,129

 

Distributions payable

 

1,671,918

 

 

1,671,918

 

Accrued real estate taxes payable

 

2,065,824

 

 

2,065,824

 

Deferred investment property acquisition obligations (C) (G) 

 

22,317,114

 

8,542,627

 

30,859,741

 

Other liabilities

 

2,767,313

 

 

2,767,313

 

Acquired below market lease intangibles, net (C) (D) 

 

12,303,468

 

2,477,855

 

14,781,323

 

Due to related parties

 

2,954,248

 

 

2,954,248

 

Total liabilities

 

338,723,332

 

134,141,385

 

472,864,717

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

Common stock (H) 

 

34,357

 

6,578

 

40,935

 

Additional paid in capital, net of offering costs (H) 

 

306,791,781

 

62,181,026

 

368,972,807

 

Accumulated distributions and net loss (I) 

 

(15,136,974

)

 

(15,136,974

)

Accumulated other comprehensive income

 

313,820

 

 

313,820

 

Total company stockholders’ equity

 

292,002,984

 

62,187,604

 

354,190,588

 

Noncontrolling interests

 

4,463,694

 

 

4,463,694

 

Total equity

 

296,466,678

 

62,187,604

 

358,654,282

 

Total liabilities and equity

 

$

635,190,010

 

$

196,328,989

 

$

831,518,999

 

 

See accompanying notes to pro forma consolidated balance sheet.

 

F-14



 

Inland Diversified Real Estate Trust, Inc.

Notes to Pro Forma Consolidated Balance Sheet

March 31, 2011

(unaudited)

 

(A)                  The historical column represents the Company’s Consolidated Balance Sheet as of March 31, 2011 as filed with the Securities and Exchange Commission on Form 10-Q.

 

(B)                    The pro forma adjustments column includes adjustments related to our significant acquisitions or mortgage financings which occurred after March 31, 2011 and are detailed below as follows:

 

 

 

Northcrest
Shopping
Center

 

Prattville Town
Center

 

University Town
Center

 

Net investment properties

 

$

 

$

 

$

31,977,000

 

 

 

 

 

 

 

 

 

Intangible assets, net

 

$

 

$

 

$

2,856,329

 

 

 

 

 

 

 

 

 

Intangible liabilities, net

 

$

 

$

 

$

849,515

 

 

 

 

 

 

 

 

 

Deferred investment property acquisition obligations

 

$

 

$

 

$

1,703,460

 

 

 

 

 

 

 

 

 

Mortgages, credit facility and securities margin payable

 

$

18,720,000

 

$

18,890,000

 

$

22,180,000

 

 

 

 

Perimeter
Woods

 

Draper Peaks

 

Pro Forma
Adjustments

 

Net investment properties

 

$

53,091,000

 

$

39,710,173

 

$

124,778,173

 

 

 

 

 

 

 

 

 

Intangible assets, net

 

$

4,763,349

 

$

7,679,512

 

$

15,299,190

 

 

 

 

 

 

 

 

 

Intangible liabilities, net

 

$

97,765

 

$

1,530,575

 

$

2,477,855

 

 

 

 

 

 

 

 

 

Deferred investment property acquisition obligations

 

$

2,431,843

 

$

4,407,324

 

$

8,542,627

 

 

 

 

 

 

 

 

 

Mortgages, credit facility and securities margin payable

 

$

39,390,000

 

$

23,905,106

 

$

123,085,106

 

 

(C)                    The pro forma adjustments reflect the acquisition or mortgage financing of the following properties by the Company.  No pro forma adjustment have been made for prorations as the amounts are not significant.

 

 

 

Net assets

 

Mortgages, credit facility,

 

Property

 

acquired

 

and securities margin payable

 

Northcrest Shopping Center

 

$

 

$

18,720,000

 

Prattville Town Center

 

 

18,890,000

 

University Town Center

 

32,280,354

 

22,180,000

 

Perimeter Woods

 

55,324,741

 

39,390,000

 

Draper Peaks

 

41,451,786

 

23,905,106

 

 

 

$

129,056,881

 

$

123,085,106

 

 

 

 

 

 

 

Allocation of net investments in properties:

 

 

 

 

 

Land

 

$

25,624,764

 

 

 

Building and improvements

 

99,153,409

 

 

 

Acquired lease intangible assets, net

 

15,299,190

 

 

 

Acquired lease intangible liabilities, net

 

(2,477,855

)

 

 

Deferred investment property acquisition obligations

 

(8,542,627

)

 

 

Total

 

$

129,056,881

 

 

 

 

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 $56,251,626 represents the cash received from the issuance of equity and mortgage financings through June 17, 2011 less the pro forma net acquisition price of investments in real estate.

 

(F)                     Estimated accrued acquisition related costs for the property acquisitions included in (B).

 

(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 $62,187,604, net of additional offering costs of $6,068,702, are reflected as received as of March 31, 2011 based on offering proceeds actually received as of June 17, 2011.  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.

 

F-15



 

Inland Diversified Real Estate Trust, Inc.

Pro Forma Consolidated Statement of Operations and Other Comprehensive Income

For the quarter ended March 31, 2011

(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 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, 2010. Pro forma adjustments have been made for significant properties that were purchased or financed subsequent to December 31, 2010.  The pro forma adjustments were made for Northcrest Shopping Center, Prattville Town Center, Landstown Commons, University Town Center, Perimeter Woods and Draper Peaks.

 

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 three months ended March 31, 2011, nor does it purport to represent our future results of operations.

 

F-16



 

Inland Diversified Real Estate Trust, Inc.

Pro Forma Consolidated Statement of Operations and Other Comprehensive Income

For the three months ended March 31, 2011

(unaudited)

 

 

 

 

 

Pro Forma

 

 

 

 

 

Historical

 

Adjustments

 

 

 

 

 

(A)

 

(B)

 

Pro Forma

 

 

 

 

 

 

 

 

 

Rental income (C)

 

$

8,921,156

 

$

4,952,062

 

$

13,873,218

 

Tenant recovery income

 

2,375,528

 

765,778

 

3,141,306

 

Other property income

 

311,615

 

2,387

 

314,002

 

Total income

 

11,608,299

 

5,720,227

 

17,328,526

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

476,953

 

 

476,953

 

Acquisition related costs (D)

 

756,186

 

(333,153

)

423,033

 

Property operating expenses (E)

 

2,096,996

 

1,481,080

 

3,578,076

 

Real estate taxes

 

1,496,167

 

398,198

 

1,894,365

 

Depreciation and amortization (C)

 

4,246,292

 

2,758,377

 

7,004,669

 

Business management fee - related party

 

 

 

 

Total expenses

 

9,072,594

 

4,304,502

 

13,377,096

 

 

 

 

 

 

 

 

 

Operating income

 

2,535,705

 

1,415,725

 

3,951,430

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

133,433

 

 

133,433

 

Realized loss on sale of marketable securities

 

(3,812

)

 

(3,812

)

Interest expense (F)

 

(2,711,416

)

(2,559,319

)

(5,270,735

)

Equity in loss of unconsolidated entities

 

(46,900

)

 

(46,900

)

 

 

 

 

 

 

 

 

Net loss

 

(92,990

)

(1,143,594

)

(1,236,584

)

 

 

 

 

 

 

 

 

Less: net income attributable to noncontrolling interests

 

(61,367

)

 

(61,367

)

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(154,357

)

$

(1,143,594

)

$

(1,297,951

)

 

 

 

 

 

 

 

 

Net loss income attributable to common stockholders per common share, basic and diluted (G)

 

$

(0.01

)

 

 

$

(0.03

)

Weighted average number of common shares outstanding, basic and diluted (G)

 

30,128,389

 

 

 

40,935,355

 

 

 

 

 

 

 

 

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(92,990

)

$

(1,143,594

)

$

(1,236,584

)

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

Unrealized gain on marketable securities

 

168,431

 

 

168,431

 

Unrealized loss on derivatives

 

(22,564

)

 

(22,564

)

Loss reclassified into earnings from other comprehensive income

 

3,812

 

 

3,812

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

56,689

 

(1,143,594

)

(1,086,905

)

Less: comprehensive income attributable to noncontrolling interests

 

(61,367

)

 

(61,367

)

Comprehensive loss attributable to common stockholders

 

$

(4,678

)

$

(1,143,594

)

$

(1,148,272

)

 

See accompanying notes to pro forma consolidated statement of operations and other comprehensive income.

 

F-17



 

Inland Diversified Real Estate Trust, Inc.

Notes to Pro Forma Consolidated Statement of Operations and Other Comprehensive Income

For the three months ended March 31, 2011

(unaudited)

 

(A)                  The historical column represents the Company’s Consolidated Statement of Operations and Other Comprehensive Income for the three months ended March 31, 2011 as filed with the Securities and Exchange Commission on Form 10-Q.

 

(B)                    Total pro forma adjustments for significant acquisitions consummated through the date of this filing are as though the properties were acquired January 1, 2010.

 

Total income, property operating expenses and real estate taxes for the three months March 31, 2011 is based on information provided by the sellers for Northcrest Shopping Center, Prattville Town Center, Landstown Commons, University Town Center, Perimeter Woods and Draper Peaks.

 

The pro forma adjustments for the three months ended March 31, 2011 are composed of the following adjustments:

 

 

 

Northcrest
Shopping
Center

 

Prattville Town
Center

 

Landstown
Commons

 

University
Town Center

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

402,274

 

$

401,517

 

$

1,535,418

 

$

647,907

 

Tenant recovery income

 

49,339

 

57,067

 

255,915

 

100,995

 

Other property income

 

 

 

 

 

Total income

 

451,613

 

458,584

 

1,791,333

 

748,902

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

68,731

 

64,521

 

286,725

 

109,419

 

Real estate taxes

 

15,407

 

23,365

 

118,486

 

62,545

 

Depreciation and amortization

 

290,231

 

237,506

 

845,928

 

345,542

 

Total expenses

 

374,369

 

325,392

 

1,251,139

 

517,506

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

77,244

 

133,192

 

540,194

 

231,396

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

260,690

 

263,989

 

729,905

 

309,738

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(183,446

)

$

(130,797

)

$

(189,711

)

$

(78,342

)

 

 

 

Perimeter
Woods

 

Draper Peaks

 

Total Pro Forma
Adjustments

 

 

 

 

 

 

 

 

 

Rental income

 

$

1,118,753

 

$

846,193

 

$

4,952,062

 

Tenant recovery income

 

109,595

 

192,867

 

765,778

 

Other property income

 

 

2,387

 

2,387

 

Total income

 

1,228,348

 

1,041,447

 

5,720,227

 

 

 

 

 

 

 

 

 

Property operating expenses

 

813,901

 

137,783

 

1,481,080

 

Real estate taxes

 

44,275

 

134,120

 

398,198

 

Depreciation and amortization

 

490,927

 

548,243

 

2,758,377

 

Total expenses

 

1,349,103

 

820,146

 

4,637,655

 

 

 

 

 

 

 

 

 

Operating income

 

(120,755

)

221,301

 

1,082,572

 

 

 

 

 

 

 

 

 

Interest expense

 

648,788

 

346,209

 

2,559,319

 

 

 

 

 

 

 

 

 

Net loss

 

$

(769,543

)

$

(124,908

)

$

(1,476,747

)

 

(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)                   Reduction of acquisition costs associated with the property acquisitions included in (B).  The pro forma Consolidated Statement of Operations and Other Comprehensive Income assumes the acquisition of these properties took place on January 1, 2010.

 

(E)                     Management fees are calculated as 4.5% of gross revenues pursuant to the new management agreements and are also included in property operating expenses.

 

(F)                     The pro forma adjustments relating to incremental interest expense were based on the following debt terms:

 

 

 

Principal Balance

 

Interest Rate

 

Maturity Date

 

Northcrest Shopping Center

 

$

18,720,000

 

5.48

%

May 1, 2021

 

Prattville Town Center

 

18,890,000

 

5.48

%

May 1, 2021

 

Landstown Commons - mortgage

 

68,375,000

 

3.24

%

March 24, 2012

 

Landstown Commons - credit facility

 

21,000,000

 

4.50

%

October 31, 2012

 

University Town Center

 

22,180,000

 

5.48

%

June 1, 2021

 

Perimeter Woods

 

39,390,000

 

6.02

%

September 1, 2018

 

Draper Peaks

 

23,905,106

 

5.74

%

October 1, 2015

 

 

 

$

212,460,106

 

 

 

 

 

 

(G)                    The pro forma weighted average shares of common stock outstanding for the three months ended March 31, 2011 was calculated assuming all shares sold through June 17, 2011 were issued on January 1, 2010.

 

F-18



 

Inland Diversified Real Estate Trust, Inc.

Pro Forma Consolidated Statement of Operations and Other Comprehensive Income

For the year ended December 31, 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 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, 2010.  Pro Forma adjustments have been made for the significant properties that were purchased or financed subsequent to December 31, 2010.  The pro forma adjustments were made for Northcrest Shopping Center, Prattville Town Center, Landstown Commons, University Town Center, Perimeter Woods and Draper Peaks.

 

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, 2010, nor does it purport to represent our future results of operations.

 

F-19



 

Inland Diversified Real Estate Trust, Inc.

Pro Forma Consolidated Statement of Operations and Other Comprehensive Income

For the year ended December 31, 2010

(unaudited)

 

 

 

 

 

Pro Forma

 

 

 

 

 

Historical

 

Adjustments

 

 

 

 

 

(A)

 

(B)

 

Pro Forma

 

 

 

 

 

 

 

 

 

Rental income (C)

 

$

14,323,524

 

$

21,242,933

 

$

35,566,457

 

Tenant recovery income

 

3,282,089

 

3,493,394

 

6,775,483

 

Other property income

 

592,839

 

9,547

 

602,386

 

Total income

 

18,198,452

 

24,745,874

 

42,944,326

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

1,872,417

 

 

1,872,417

 

Acquisition related costs (D)

 

1,953,181

 

333,153

 

2,286,334

 

Property operating expenses (E)

 

3,321,058

 

6,316,772

 

9,637,830

 

Real estate taxes

 

2,261,995

 

1,669,907

 

3,931,902

 

Depreciation and amortization (C)

 

5,669,357

 

12,088,981

 

17,758,338

 

Business management fee - related party

 

602,802

 

 

602,802

 

Total expenses

 

15,680,810

 

20,408,813

 

36,089,623

 

 

 

 

 

 

 

 

 

Operating income

 

2,517,642

 

4,337,061

 

6,854,703

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

358,243

 

 

358,243

 

Realized loss on sale of marketable securities

 

(2,532

)

 

(2,532

)

Interest expense (F)

 

(4,522,070

)

(11,000,997

)

(15,523,067

)

Equity in income of unconsolidated entities

 

1,361

 

 

1,361

 

 

 

 

 

 

 

 

 

Net loss

 

(1,647,356

)

(6,663,936

)

(8,311,292

)

 

 

 

 

 

 

 

 

Less: net income attributable to noncontrolling interests

 

(95,633

)

 

(95,633

)

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(1,742,989

)

$

(6,663,936

)

$

(8,406,925

)

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders per common share, basic and diluted (G)

 

$

(0.13

)

 

 

$

(0.21

)

Weighted average number of common shares outstanding, basic and diluted (G)

 

13,671,936

 

 

 

40,935,355

 

 

 

 

 

 

 

 

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(1,647,356

)

$

(6,663,936

)

$

(8,311,292

)

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

Unrealized gain on marketable securities

 

161,609

 

 

161,609

 

Loss reclassified into earnings from other comprehensive income

 

2,532

 

 

2,532

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

(1,483,215

)

(6,663,936

)

(8,147,151

)

Less: comprehensive income attributable to noncontrolling interests

 

(95,633

)

 

(95,633

)

Comprehensive loss attributable to common stockholders

 

$

(1,578,848

)

$

(6,663,936

)

$

(8,242,784

)

 

See accompanying notes to pro forma consolidated statement of operations and other comprehensive income.

 

F-20



 

Inland Diversified Real Estate Trust, Inc.

Notes to Pro Forma Consolidated Statement of Operations and Other Comprehensive Income

For the year ended December 31, 2010

(unaudited)

 

(A)                  The historical column represents the Company’s Consolidated Statement of Operations and Other Comprehensive Income for the year December 31, 2010 as filed with the Securities and Exchange Commission on Form 10-K.

 

(B)                    Total pro forma adjustments for significant acquisitions consummated through the date of this filing are as though the properties were acquired January 1, 2010.

 

Total income, property operating expenses and real estate taxes for the year ended December 31, 2010 is based on information provided by the sellers for Northcrest Shopping Center, Prattville Town Center, Landstown Commons, University Town Center, Perimeter Woods and Draper Peaks.

 

The pro forma adjustments for the year ended December 31, 2010 are composed of the following adjustments:

 

 

 

Northcrest
Shopping
Center

 

Prattville Town
Center

 

Landstown
Commons

 

University
Town Center

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

2,121,791

 

$

2,111,671

 

$

6,810,741

 

$

2,277,860

 

Tenant recovery income

 

260,995

 

301,878

 

1,125,411

 

436,959

 

Other property income

 

 

 

 

 

Total income

 

2,382,786

 

2,413,549

 

7,936,152

 

2,714,819

 

 

 

 

 

 

 

 

 

 

 

Property operating expenses

 

363,573

 

341,309

 

1,303,243

 

423,908

 

Real estate taxes

 

81,502

 

123,597

 

521,055

 

250,179

 

Depreciation and amortization

 

1,741,385

 

1,425,036

 

3,383,712

 

1,382,168

 

Total expenses

 

2,186,460

 

1,889,942

 

5,208,010

 

2,056,255

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

196,326

 

523,607

 

2,728,142

 

658,564

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

1,056,996

 

1,070,267

 

3,582,940

 

1,255,817

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(860,670

)

$

(546,660

)

$

(854,798

)

$

(597,253

)

 

 

 

Perimeter
Woods

 

Draper Peaks

 

Total Pro Forma
Adjustments

 

 

 

 

 

 

 

 

 

Rental income

 

$

4,402,503

 

$

3,518,367

 

$

21,242,933

 

Tenant recovery income

 

469,001

 

899,150

 

3,493,394

 

Other property income

 

 

9,547

 

9,547

 

Total income

 

4,871,504

 

4,427,064

 

24,745,874

 

 

 

 

 

 

 

 

 

Property operating expenses

 

3,240,511

 

644,228

 

6,316,772

 

Real estate taxes

 

156,744

 

536,830

 

1,669,907

 

Depreciation and amortization

 

1,963,708

 

2,192,972

 

12,088,981

 

Total expenses

 

5,360,963

 

3,374,030

 

20,075,660

 

 

 

 

 

 

 

 

 

Operating income

 

(489,459

)

1,053,034

 

4,670,214

 

 

 

 

 

 

 

 

 

Interest expense

 

2,631,085

 

1,403,892

 

11,000,997

 

 

 

 

 

 

 

 

 

Net loss

 

$

(3,120,544

)

$

(350,858

)

$

(6,330,783

)

 

(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)                   Increase of acquisition costs associated with the property acquisitions included in (B).  The pro forma Consolidated Statement of Operations and Other Comprehensive Income assumes the acquisition of these properties took place on January 1, 2010.

 

(E)                     Management fees are calculated as up to 4.5% of gross revenues pursuant to the new management agreements and are also included in property operating expenses.

 

(F)                     The pro forma adjustments relating to incremental interest expense were based on the following debt terms:

 

 

 

Principal Balance

 

Interest Rate

 

Maturity Date

 

Northcrest Shopping Center

 

$

18,720,000

 

5.48

%

May 1, 2021

 

Prattville Town Center

 

18,890,000

 

5.48

%

May 1, 2021

 

Landstown Commons - mortgage

 

68,375,000

 

3.24

%

March 24, 2012

 

Landstown Commons - credit facility

 

21,000,000

 

4.50

%

October 31, 2012

 

University Town Center

 

22,180,000

 

5.48

%

June 1, 2021

 

Perimeter Woods

 

39,390,000

 

6.02

%

September 1, 2018

 

Draper Peaks

 

23,905,106

 

5.74

%

October 1, 2015

 

 

 

$

212,460,106

 

 

 

 

 

 

(G)                    The pro forma weighted average shares of common stock outstanding for the year ended December 31, 2010 was calculated assuming all shares sold through June 17, 2011 were issued on January 1, 2010.

 

F-21