Table of Contents

 

 

 

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
(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:

 

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))

 

 

 



Table of Contents

 

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

 

 

Page

 

 

Colonial Square Town Center

 

 

 

Independent Auditors’ Report

F-1

 

 

Historical Summary of Gross Income and Direct Operating Expenses for the nine month period ended September 30, 2010 (unaudited) and year ended December 31, 2009

F-2

 

 

Notes to Historical Summary of Gross Income and Direct Operating Expenses for the nine month period ended September 30, 2010 (unaudited) and year ended December 31, 2009

F-3

 

 

Shops at Village Walk

 

 

 

Independent Auditors’ Report

F-5

 

 

Historical Summary of Gross Income and Direct Operating Expenses for the nine month period ended September 30, 2010 (unaudited) and year ended December 31, 2009

F-6

 

 

Notes to Historical Summary of Gross Income and Direct Operating Expenses for the nine month period ended September 30, 2010 (unaudited) and year ended December 31, 2009

F-7

 

(b)                                 Pro forma financial information

 

 

Page

 

 

Pro Forma Consolidated Balance Sheet as of September 30, 2010 (unaudited)

F-9

 

 

Notes to Pro Forma Consolidated Balance Sheet as of September 30, 2010 (unaudited)

F-11

 

2




Table of Contents

 

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:

January 12, 2011

By:

/s/ Steven T. Hippel

 

 

Name:

Steven T. Hippel

 

 

Title

Chief Accounting Officer

 

4



Table of Contents

 

Index to Financial Statements

 

 

Page

 

 

Colonial Square Town Center

 

 

 

Independent Auditors’ Report

F-1

 

 

Historical Summary of Gross Income and Direct Operating Expenses for the nine month period ended September 30, 2010 (unaudited) and year ended December 31, 2009

F-2

 

 

Notes to Historical Summary of Gross Income and Direct Operating Expenses for the nine month period ended September 30, 2010 (unaudited) and year ended December 31, 2009

F-3

 

 

Shops at Village Walk

 

 

 

Independent Auditors’ Report

F-5

 

 

Historical Summary of Gross Income and Direct Operating Expenses for the nine month period ended September 30, 2010 (unaudited) and year ended December 31, 2009

F-6

 

 

Notes to Historical Summary of Gross Income and Direct Operating Expenses for the nine month period ended September 30, 2010 (unaudited) and year ended December 31, 2009

F-7

 

 

Pro Forma Financial Information

 

 

 

Pro Forma Consolidated Balance Sheet as of September 30, 2010 (unaudited)

F-9

 

 

Notes to Pro Forma Consolidated Balance Sheet as of September 30, 2010 (unaudited)

F-11

 

 

Pro Forma Consolidated Statement of Operations and Other Comprehensive Income for the nine months ended September 30, 2010 (unaudited)

F-12

 

 

Notes to Pro Forma Consolidated Statement of Operations and Other Comprehensive Income for the nine months ended September 30, 2010 (unaudited)

F-14

 

 

Pro Forma Consolidated Statement of Operations and Other Comprehensive Income for the year ended December 31, 2009 (unaudited)

F-15

 

 

Notes to Pro Forma Consolidated Statement of Operations and Other Comprehensive Income for the year ended December 31, 2009 (unaudited)

F-17

 

5


 


Table of Contents

 

 

 

 

KPMG LLP

303 East Wacker Drive

Chicago, IL 60601-5212

 

 

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 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 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 Colonial Square 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.

 

 

F-1



Table of Contents

 

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

 

 

 

Nine months

 

 

 

 

 

ended

 

 

 

 

 

September 30,

 

Year ended

 

 

 

2010

 

December 31,

 

 

 

(unaudited)

 

2009

 

Gross income:

 

 

 

 

 

Base rental income

 

$

1,736,194

 

2,023,552

 

Operating expense, insurance, real estate tax and sales tax recoveries

 

772,200

 

811,251

 

Total gross income

 

2,508,394

 

2,834,803

 

Direct operating expenses:

 

 

 

 

 

Operating expenses

 

329,881

 

438,227

 

Insurance

 

137,653

 

184,393

 

Real estate taxes

 

325,143

 

347,573

 

Sales tax expense

 

141,985

 

160,139

 

Total direct operating expenses

 

934,662

 

1,130,332

 

Excess of gross income over direct operating expenses

 

$

1,573,732

 

1,704,471

 

 

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

 

F-2



Table of Contents

 

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 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 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)

 

F-3



Table of Contents

 

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:

 

 

 

2010

 

$

2,314,925

 

2011

 

2,314,925

 

2012

 

2,308,491

 

2013

 

2,299,483

 

2014

 

2,012,411

 

Thereafter

 

17,195,612

 

 

 

$

28,445,847

 

 

(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.

 

F-4



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KPMG LLP
303 East Wacker Drive
Chicago, IL 60601-5212

 

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 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 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 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.

 

 

F-5



Table of Contents

 

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

 

 

 

Nine months

 

 

 

 

 

ended

 

 

 

 

 

September 30,

 

Year ended

 

 

 

2010

 

December 31,

 

 

 

(unaudited)

 

2009

 

Gross income:

 

 

 

 

 

Base rental income

 

$

751,088

 

169,740

 

Operating expense, insurance, real estate tax, and sales tax recoveries

 

107,515

 

47,060

 

Total gross income

 

858,603

 

216,800

 

Direct operating expenses:

 

 

 

 

 

Operating expenses

 

163,878

 

56,498

 

Insurance

 

44,423

 

59,117

 

Real estate taxes

 

100,562

 

32,180

 

Sales tax expense

 

48,600

 

12,272

 

Total direct operating expenses

 

357,463

 

160,067

 

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.

 

F-6



Table of Contents

 

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 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 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)

 

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Table of Contents

 

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

 

 

 

$

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.

 

F-8



Table of Contents

 

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.

 

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Inland Diversified Real Estate Trust, Inc.

Pro Forma Consolidated Balance Sheet

September 30, 2010

(unaudited)

 

 

 

 

 

Pro Forma

 

 

 

 

 

Historical

 

Adjustments

 

 

 

 

 

(A)

 

(B)

 

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.

 

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Inland Diversified Real Estate Trust, Inc.

Notes to Pro Forma Consolidated Balance Sheet

September 30, 2010

(unaudited)

 

(A)                     The historical column represents the Company’s 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
Square Town
Center

 

Shops at
Village Walk

 

Pro Forma
Adjustments

 

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.

 

F-11



Table of Contents

 

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, Kohl’s 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.

 

F-12



Table of Contents

 

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.

 

F-13



Table of Contents

 

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 Company’s 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

Kohl’s 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
Village Center

 

Pleasant Hill
Commons

 

Regal Court

 

Draper Crossing

 

Tradition Village
Center

 

 

 

 

 

 

 

 

 

 

 

 

 

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
Tradition

 

Temple Terrace

 

Kohl’s at Calvine
Pointe

 

Lake City
Commons

 

Colonial Square
Town Center

 

 

 

 

 

 

 

 

 

 

 

 

 

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
Walk

 

Total Pro Forma
Adjustments

 

 

 

 

 

 

 

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

 

Kohl’s 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.

 

F-14


 


Table of Contents

 

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, Kohl’s 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.

 

F-15



Table of Contents

 

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
(A)

 

Pro Forma
Adjustments
(B)

 

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.

 

F-16


 

 


Table of Contents

 

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 Company’s 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

 

Kohl’s 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
Village Center

 

Pleasant Hill
Commons

 

Regal Court

 

Draper Crossing

 

Tradition Village
Center

 

 

 

 

 

 

 

 

 

 

 

 

 

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
Tradition

 

Temple Terrace

 

Kohl’s at Calvine
Pointe

 

Lake City
Commons

 

Colonial Square
Town Center

 

 

 

 

 

 

 

 

 

 

 

 

 

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
Walk

 

Total Pro Forma
Adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Kohl’s 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.

 

F-17