Delaware
|
1-35278
|
90-0750824
|
||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1114 Avenue of the Americas, Suite 2800 New York, New York
|
10036
|
|
(Address of principal executive offices) | (Zip Code) |
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Description
|
|
Chesterfield Towne Center
|
|
Independent Auditors' Report
|
|
Combined Historical Summaries of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2013 (unaudited) and the year ended December 31, 2012
|
|
Notes to the Combined Historical Summaries of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2013 (unaudited) and the year ended December 31, 2012
|
|
The Centre at Salisbury
|
|
Independent Auditors' Report
|
|
Combined Historical Summaries of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2013 (unaudited) and the year ended December 31, 2012
|
|
Notes to the Combined Historical Summaries of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2013 (unaudited) and the year ended December 31, 2012
|
Description
|
|
Pro Forma Consolidated Balance Sheet as of September 30, 2013 (unaudited)
|
|
Notes to the Pro Forma Consolidated Balance Sheet as of September 30, 2013 (unaudited)
|
|
Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2013 (unaudited)
|
|
Notes to the Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2013 (unaudited)
|
|
Pro Forma Consolidated and Combined Statement of Operations for the year ended December 31, 2012 (unaudited)
|
|
Notes to the Pro Forma Consolidated and Combined Statement of Operations for the year ended December 31, 2012 (unaudited)
|
Exhibit Number
|
Description
|
|
23.1
|
Consent of Deloitte & Touche LLP
|
|
23.2
|
Consent of Deloitte & Touche LLP
|
ROUSE PROPERTIES, INC.
|
||
By:
|
/s/ John Wain
|
|
Name: John Wain
|
||
Title: Chief Financial Officer
|
||
Date: February 14, 2014
|
Exhibit Number
|
Description
|
|
23.1
|
Consent of Deloitte & Touche LLP
|
|
23.2
|
Consent of Deloitte & Touche LLP
|
Description
|
Page
|
|
Chesterfield Towne Center
|
||
Independent Auditors' Report
|
F-2 | |
Combined Historical Summaries of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2013 (unaudited) and the year ended December 31, 2012
|
F-3 | |
Notes to the Combined Historical Summaries of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2013 (unaudited) and the year ended December 31, 2012
|
F-4 | |
The Centre at Salisbury
|
||
Independent Auditors' Report
|
F-6 | |
Combined Historical Summaries of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2013 (unaudited) and the year ended December 31, 2012
|
F-7 | |
Notes to the Combined Historical Summaries of Gross Income and Direct Operating Expenses for the nine months ended September 30, 2013 (unaudited) and the year ended December 31, 2012
|
F-8
|
Description
|
Page
|
|
Pro Forma Consolidated Balance Sheet as of September 30, 2013 (unaudited)
|
F-10 | |
Notes to the Pro Forma Consolidated Balance Sheet as of September 30, 2013 (unaudited)
|
F-12 | |
Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2013 (unaudited)
|
F-13 | |
Notes to the Pro Forma Consolidated Statement of Operations for the nine months ended September 30, 2013 (unaudited)
|
F-15 | |
Pro Forma Consolidated and Combined Statement of Operations for the year ended December 31, 2012 (unaudited)
|
F-17 | |
Notes to the Pro Forma Consolidated and Combined Statement of Operations for the year ended December 31, 2012 (unaudited)
|
F-19
|
Nine Months ended
September 30, 2013
(Unaudited)
|
Year Ended
December 31, 2012
|
|||||||
Gross income:
|
||||||||
Minimum rents
|
$
|
8,459,853
|
$
|
11,061,388
|
||||
Tenant recoveries
|
4,635,899
|
5,829,016
|
||||||
Overage rents
|
23,449
|
149,532
|
||||||
Other
|
299,131
|
614,118
|
||||||
Total gross income
|
13,418,332
|
17,654,054
|
||||||
Direct operating expenses:
|
||||||||
Real estate taxes
|
877,963
|
1,164,092
|
||||||
Property operating expenses
|
3,190,361
|
4,293,029
|
||||||
Interest
|
3,958,121
|
1,536,853
|
||||||
Total direct operating expenses
|
8,026,445
|
6,993,974
|
||||||
Excess of gross income over direct operating expenses
|
$
|
5,391,887
|
$
|
10,660,080
|
(2)
|
Basis of Presentation
|
(3)
|
Gross Income
|
Year
|
Amount
|
||||
2013
|
$
|
9,395,779
|
|||
2014
|
7,858,468
|
||||
2015
|
6,434,558
|
||||
2016
|
6,181,643
|
||||
2017
|
5,595,807
|
||||
Thereafter
|
15,262,976
|
||||
Total
|
$
|
50,729,231
|
(4)
|
Direct Operating Expenses
|
(5)
|
Related-Party Transactions
|
(6)
|
Interest Expense
|
Year
|
Amount
|
||||
2013
|
$
|
277,593
|
|||
2014
|
1,712,366
|
||||
2015
|
1,795,408
|
||||
2016
|
1,882,477
|
||||
2017
|
1,973,770
|
||||
Thereafter
|
102,358,386
|
||||
Total
|
$
|
110,000,000
|
|
Subsequent to December 31, 2012 and through February 13, 2014, the date through which management evaluated subsequent events and on which date the Historical Summaries were issued, management did not identify any subsequent events requiring additional disclosure.
|
Nine Months ended
September 30, 2013
(Unaudited)
|
Year Ended
December 31, 2012
|
|||||||
Gross income:
|
||||||||
Minimum rents
|
$
|
6,953,552
|
$
|
9,507,562
|
||||
Tenant recoveries
|
3,549,223
|
4,824,362
|
||||||
Overage rents
|
35,259
|
180,484
|
||||||
Other
|
229,210
|
379,344
|
||||||
Total gross income
|
10,767,244
|
14,891,752
|
||||||
Direct operating expenses:
|
||||||||
Real estate taxes
|
1,368,334
|
1,734,672
|
||||||
Property operating expenses
|
2,462,659
|
3,356,734
|
||||||
Interest
|
5,048,490
|
6,768,306
|
||||||
Total direct operating expenses
|
8,879,483
|
11,859,712
|
||||||
Excess of gross income over direct operating expenses
|
$
|
1,887,761
|
$
|
3,032,040
|
(2)
|
Basis of Presentation
|
(3)
|
Gross Income
|
Year
|
Amount
|
||||
2013
|
$
|
8,855,864
|
|||
2014
|
7,596,974
|
||||
2015
|
6,630,024
|
||||
2016
|
5,237,922
|
||||
2017
|
3,651,593
|
||||
Thereafter
|
7,955,534
|
||||
Total
|
$
|
39,927,911
|
(4)
|
Direct Operating Expenses
|
(5)
|
Related-Party Transactions
|
(6)
|
Interest Expense
|
(7)
|
Commitments and Contingencies
|
|
Litigation
|
(8)
|
Subsequent Events
|
|
Subsequent to December 31, 2012 and through February 13, 2014, the date through which management evaluated subsequent events and on which date the Historical Summaries were issued, management did not identify any subsequent events requiring additional disclosure.
|
Historical (A)
|
Pro Forma
Adjustments (B)
|
Pro Forma
|
||||||||||
(In thousands)
|
||||||||||||
Assets:
|
||||||||||||
Investment in real estate:
|
||||||||||||
Land
|
$
|
314,728
|
$
|
42,126
|
$
|
356,854
|
||||||
Buildings and equipment (C)
|
1,334,746
|
251,525
|
1,586,271
|
|||||||||
Less accumulated depreciation
|
(135,229
|
)
|
—
|
(135,229
|
)
|
|||||||
Net investment in real estate
|
1,514,245
|
293,651
|
1,807,896
|
|||||||||
Cash and cash equivalents
|
5,841
|
—
|
5,841
|
|||||||||
Restricted cash
|
50,898
|
1,110
|
52,008
|
|||||||||
Demand deposit from affiliate (D)
|
42,565
|
(12,837
|
)
|
29,728
|
||||||||
Accounts receivable, net
|
24,643
|
—
|
24,643
|
|||||||||
Deferred expenses, net
|
41,488
|
3,805
|
45,293
|
|||||||||
Prepaid expenses and other assets, net (C)
|
75,966
|
9,010
|
84,976
|
|||||||||
Total assets
|
$
|
1,755,646
|
$
|
294,739
|
$
|
2,050,385
|
||||||
Liabilities:
|
||||||||||||
Mortgages, notes and loans payable
|
$
|
1,177,305
|
$
|
279,745
|
$
|
1,457,050
|
||||||
Accounts payable and accrued expenses, net (C)
|
92,702
|
14,994
|
107,696
|
|||||||||
Total liabilities
|
1,270,007
|
294,739
|
1,564,746
|
|||||||||
Commitments and contingencies
|
—
|
—
|
||||||||||
Equity:
|
||||||||||||
Preferred stock: $0.01 par value; 50,000,000 shares authorized, 0 issued and outstanding at September 30, 2013 and December 31, 2012
|
—
|
—
|
—
|
|||||||||
Common stock: $0.01 par value; 500,000,000 shares authorized, 49,645,796 issued and 49,641,636 outstanding at September 30, 2013 and 49,246,087 issued and 49,235,528 outstanding at December 31, 2012
|
497
|
—
|
497
|
|||||||||
Class B common stock: $0.01 par value; 1,000,000 shares authorized, 0 and 359,056 issued and 0 and 359,056 outstanding at September 30, 2013 and December 31, 2012
|
—
|
—
|
—
|
|||||||||
Additional paid-in capital
|
571,465
|
—
|
571,465
|
|||||||||
Accumulated deficit
|
(86,434
|
)
|
—
|
(86,434
|
)
|
|||||||
Total stockholders' equity
|
485,528
|
—
|
485,528
|
|||||||||
Non-controlling interest
|
111
|
—
|
111
|
|||||||||
Total equity
|
485,639
|
—
|
485,639
|
|||||||||
Total liabilities and equity
|
$
|
1,755,646
|
$
|
294,739
|
$
|
2,050,385
|
(A)
|
The historical column represents the Company’s Consolidated Balance Sheet as of September 30, 2013 as filed with the Securities and Exchange Commission on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
|
(B)
|
The pro forma adjustments column includes adjustments related to our significant acquisitions or mortgage financings which occurred after September 30, 2013 and are detailed below as follows:
|
Chesterfield Towne Center
|
The Centre at
Salisbury
|
Revolver Draw
|
Total Pro Forma Adjustments
|
|||||||||||||
(In Thousands)
|
||||||||||||||||
Land
|
$
|
19,546
|
$
|
22,580
|
$
|
—
|
$
|
42,126
|
||||||||
Buildings and equipment
|
146,149
|
105,376
|
—
|
251,525
|
||||||||||||
Restricted cash
|
360
|
750
|
—
|
1,110
|
||||||||||||
Deferred expenses
|
2,421
|
1,384
|
—
|
3,805
|
||||||||||||
Prepaid expenses and other assets
|
4,967
|
4,043
|
—
|
9,010
|
||||||||||||
Mortgage, notes, and loans payable (1)
|
110,988
|
113,757
|
55,000
|
279,745
|
||||||||||||
Account payable and accrued liabilities
|
8,613
|
6,381
|
—
|
14,994
|
(C)
|
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.
|
(D)
|
Pro forma demand deposit with affiliate of $(12.8) million represents the net proceeds used to acquire Chesterfield Towne Center and the The Centre at Salisbury.
|
Historical (A)
|
Pro Forma
Adjustments (B)
|
Pro Forma
|
||||||||||
(In thousands, except per share amounts)
|
||||||||||||
Revenues:
|
||||||||||||
Minimum rents (C)
|
$
|
119,296
|
$
|
15,877
|
$
|
135,173
|
||||||
Tenant recoveries
|
50,254
|
8,185
|
58,439
|
|||||||||
Overage rents
|
2,479
|
58
|
2,537
|
|||||||||
Other
|
4,161
|
528
|
4,689
|
|||||||||
Total revenues
|
176,190
|
24,648
|
200,838
|
|||||||||
Expenses:
|
||||||||||||
Real estate taxes
|
18,300
|
2,246
|
20,546
|
|||||||||
Property maintenance costs
|
8,361
|
1,554
|
9,915
|
|||||||||
Marketing
|
2,032
|
316
|
2,348
|
|||||||||
Other property operating costs
|
43,831
|
3,606
|
47,437
|
|||||||||
Provision for doubtful accounts
|
364
|
177
|
541
|
|||||||||
General and administrative
|
15,675
|
—
|
15,675
|
|||||||||
Depreciation and amortization (C)
|
47,418
|
9,044
|
56,462
|
|||||||||
Other
|
2,052
|
—
|
2,052
|
|||||||||
Total expenses
|
138,033
|
16,943
|
154,976
|
|||||||||
Operating income
|
38,157
|
7,705
|
45,862
|
|||||||||
Interest income
|
492
|
—
|
492
|
|||||||||
Interest expense (D)
|
(59,305
|
)
|
(10,100
|
)
|
(69,405
|
)
|
||||||
Loss before income taxes and discontinued operations
|
(20,656
|
)
|
(2,395
|
)
|
(23,051
|
)
|
||||||
Provision for income taxes
|
(235
|
)
|
—
|
(235
|
)
|
|||||||
Loss from continuing operations
|
(20,891
|
)
|
(2,395
|
)
|
(23,286
|
)
|
||||||
Discontinued operations:
|
||||||||||||
Loss from discontinued operations
|
(23,158
|
)
|
—
|
(23,158
|
)
|
|||||||
Gain on extinguishment of debt
|
13,995
|
—
|
13,995
|
|||||||||
Discontinued operations, net
|
(9,163
|
)
|
—
|
(9,163
|
)
|
|||||||
Net loss
|
$
|
(30,054
|
)
|
$
|
(2,395
|
)
|
$
|
(32,449
|
)
|
|||
Loss from continuing operations per share - Basic and Diluted
|
$
|
(0.42
|
)
|
$
|
(0.05
|
)
|
$
|
(0.47
|
)
|
|||
Net loss per share - Basic and Diluted
|
$
|
(0.61
|
)
|
$
|
(0.05
|
)
|
$
|
(0.66
|
)
|
|||
Dividends declared per share
|
$
|
0.39
|
$
|
—
|
$
|
0.39
|
(A)
|
The historical column represents the Company's Consolidated Statement of Operations for the nine months ended September 30, 2013 as filed with the Securities and Exchange Commission on its quarterly report on Form 10-Q for the quarter ended September 30, 2013.
|
(B)
|
Total pro forma adjustments for significant acquisitions consummated through the date of this filing are as though the properties were acquired on January 1, 2012.
|
|
Total revenues and expenses for the nine months ended September 30, 2013 are based on information provided by the sellers for Chesterfield Towne Center and the The Centre at Salisbury. Both Chesterfield Towne Center and the The Centre at Salisbury were purchased on December 11, 2013 and, as such, the pro forma adjustments represent the period from January 1, 2013 to September 30, 2013. Furthermore, the Company drew down on its revolver as a result of the acquisitions and therefore reflected the adjustment associated with this transaction.
|
|
The pro forma adjustments for the nine months ended September 30, 2013 are composed of the following adjustments:
|
Chesterfield Towne
Center
|
The Centre at
Salisbury
|
Revolver Draw
|
Total Pro Forma
Adjustments
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Revenues:
|
||||||||||||||||
Minimum rents
|
$
|
8,850
|
$
|
7,027
|
$
|
—
|
$
|
15,877
|
||||||||
Tenant recoveries
|
4,636
|
3,549
|
—
|
8,185
|
||||||||||||
Overage rents
|
23
|
35
|
—
|
58
|
||||||||||||
Other
|
299
|
229
|
—
|
528
|
||||||||||||
Total revenues
|
13,808
|
10,840
|
—
|
24,648
|
||||||||||||
Expenses:
|
||||||||||||||||
Real estate taxes
|
878
|
1,368
|
—
|
2,246
|
||||||||||||
Property maintenance costs
|
810
|
744
|
—
|
1,554
|
||||||||||||
Marketing
|
185
|
131
|
—
|
316
|
||||||||||||
Other property operating costs
|
2,135
|
1,471
|
—
|
3,606
|
||||||||||||
Provision for doubtful accounts
|
60
|
117
|
—
|
177
|
||||||||||||
General and administrative
|
—
|
—
|
—
|
—
|
||||||||||||
Depreciation and amortization
|
5,123
|
3,921
|
—
|
9,044
|
||||||||||||
Other
|
—
|
—
|
—
|
—
|
||||||||||||
Total expenses
|
9,191
|
7,752
|
—
|
16,943
|
||||||||||||
Operating income
|
4,617
|
3,088
|
—
|
7,705
|
||||||||||||
Interest income
|
—
|
—
|
—
|
—
|
||||||||||||
Interest expense
|
(4,013
|
)
|
(5,064
|
)
|
(1,023
|
)
|
(10,100
|
)
|
||||||||
Loss before income taxes
|
604
|
(1,976
|
)
|
(1,023
|
)
|
(2,395
|
)
|
|||||||||
Provision for income taxes
|
—
|
—
|
—
|
—
|
||||||||||||
Net loss
|
$
|
604
|
$
|
(1,976
|
)
|
(1,023
|
)
|
$
|
(2,395
|
)
|
(C)
|
Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives:
|
Years
|
|
Buildings and improvements
|
40
|
Equipment and fixtures
|
5 - 10
|
Tenant improvements
|
Shorter of useful life or applicable lease term
|
|
The portion of the purchase price allocated to above and 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.
|
(D)
|
The pro forma adjustments relating to incremental interest expense were based on the following debt terms (amounts in thousands):
|
Principal Balance
|
Interest Rate
|
Maturity Date
|
Market Rate
Adjustment
|
|||||
Chesterfield Towne Center
|
$109,737
|
4.75%
|
October 2022
|
$1,251
|
||||
The Centre at Salisbury
|
115,000
|
5.79
|
May 2016
|
(1,243)
|
||||
Revolver Draw
|
55,000
|
2.48
|
November 2017
|
—
|
Historical (A)
|
Pro Forma
Adjustments (B)
|
Pro Forma
|
||||||||||
(In thousands, except per share amounts)
|
||||||||||||
Revenues:
|
||||||||||||
Minimum rents (C)
|
$
|
154,401
|
$
|
21,188
|
$
|
175,589
|
||||||
Tenant recoveries
|
68,181
|
10,653
|
78,834
|
|||||||||
Overage rents
|
6,050
|
330
|
6,380
|
|||||||||
Other
|
5,342
|
993
|
6,335
|
|||||||||
Total revenues
|
233,974
|
33,164
|
267,138
|
|||||||||
Expenses:
|
||||||||||||
Real estate taxes
|
23,447
|
2,899
|
26,346
|
|||||||||
Property maintenance costs
|
14,084
|
2,108
|
16,192
|
|||||||||
Marketing
|
3,787
|
483
|
4,270
|
|||||||||
Other property operating costs
|
61,110
|
5,025
|
66,135
|
|||||||||
Provision for doubtful accounts
|
1,919
|
34
|
1,953
|
|||||||||
General and administrative
|
20,652
|
—
|
20,652
|
|||||||||
Depreciation and amortization (C)
|
71,090
|
12,060
|
83,150
|
|||||||||
Other
|
9,965
|
1,234
|
11,199
|
|||||||||
Total expenses
|
206,054
|
23,843
|
229,897
|
|||||||||
Operating income
|
27,920
|
9,321
|
37,241
|
|||||||||
Interest income
|
755
|
—
|
755
|
|||||||||
Interest expense (D)
|
(96,889
|
)
|
(13,465
|
)
|
(110,354
|
)
|
||||||
Loss before income taxes
|
(68,214
|
)
|
(4,144
|
)
|
(72,358
|
)
|
||||||
Provision for income taxes
|
(445
|
)
|
—
|
(445
|
)
|
|||||||
Net loss
|
$
|
(68,659
|
)
|
$
|
(4,144
|
)
|
$
|
(72,803
|
)
|
|||
Net loss per share - Basic and Diluted
|
$
|
(1.49
|
)
|
$
|
(0.09
|
)
|
$
|
(1.58
|
)
|
|||
Dividends declared per share
|
$
|
0.21
|
$
|
—
|
$
|
0.21
|
(A)
|
The historical column represents the Company's Consolidated and Combined Statement of Operations for the year ended December 31, 2012 as filed with the Securities and Exchange Commission on its Annual Report on Form 10-K for the year ended December 31, 2012.
|
(B)
|
Total pro forma adjustments for significant acquisitions consummated through the date of this filing are as though the properties were acquired on January 1, 2012.
|
|
Total revenues and expenses for the year ended December 31, 2012 are based on information provided by the sellers for Chesterfield Towne Center and the The Centre at Salisbury. Both Chesterfield Towne Center and the The Centre at Salisbury were purchased on December 11, 2013 and, as such, the pro forma adjustments represent the period from January 1, 2012 to December 31, 2012. Furthermore, the Company drew down on its revolver as a result of the acquisitions and therefore reflected the adjustment associated with this transaction.
|
|
The pro forma adjustments for the year ended December 31, 2012 are composed of the following adjustments:
|
Chesterfield Towne
Center
|
The Centre at
Salisbury
|
Revolver Draw
|
Total Pro Forma
Adjustments
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Revenues:
|
||||||||||||||||
Minimum rents
|
$
|
11,582
|
$
|
9,606
|
$
|
—
|
$
|
21,188
|
||||||||
Tenant recoveries
|
5,829
|
4,824
|
—
|
10,653
|
||||||||||||
Overage rents
|
150
|
180
|
—
|
330
|
||||||||||||
Other
|
614
|
379
|
—
|
993
|
||||||||||||
Total revenues
|
18,175
|
14,989
|
—
|
33,164
|
||||||||||||
Expenses:
|
||||||||||||||||
Real estate taxes
|
1,164
|
1,735
|
—
|
2,899
|
||||||||||||
Property maintenance costs
|
1,080
|
1,028
|
—
|
2,108
|
||||||||||||
Marketing
|
275
|
208
|
—
|
483
|
||||||||||||
Other property operating costs
|
2,963
|
2,062
|
—
|
5,025
|
||||||||||||
Provision for doubtful accounts
|
(25
|
)
|
59
|
—
|
34
|
|||||||||||
General and administrative
|
—
|
—
|
—
|
—
|
||||||||||||
Depreciation and amortization
|
6,831
|
5,229
|
—
|
12,060
|
||||||||||||
Other (1)
|
545
|
689
|
—
|
1,234
|
||||||||||||
Total expenses
|
12,833
|
11,010
|
—
|
23,843
|
||||||||||||
Operating income
|
5,342
|
3,979
|
—
|
9,321
|
||||||||||||
Interest income
|
—
|
—
|
—
|
—
|
||||||||||||
Interest expense
|
(5,312
|
)
|
(6,789
|
)
|
(1,364
|
)
|
(13,465
|
)
|
||||||||
Loss before income taxes
|
30
|
(2,810
|
)
|
(1,364
|
)
|
(4,144
|
)
|
|||||||||
Provision for income taxes
|
—
|
—
|
—
|
|||||||||||||
Net loss
|
$
|
30
|
$
|
(2,810
|
)
|
$
|
(1,364
|
)
|
$
|
(4,144
|
)
|
|||||
Years
|
|
Buildings and improvements
|
40
|
Equipment and fixtures
|
5 - 10
|
Tenant improvements
|
Shorter of useful life or applicable lease term
|
|
The portion of the purchase price allocated to above and 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.
|
(D)
|
The pro forma adjustments relating to incremental interest expense were based on the following debt terms (amounts in thousands):
|
Principal Balance
Assumed
|
Interest Rate
|
Maturity Date
|
Market Rate
Adjustment
|
|||||
Chesterfield Towne Center
|
$109,737
|
4.75%
|
October 2022
|
$1,251
|
||||
The Centre at Salisbury
|
115,000
|
5.79%
|
May 2016
|
(1,243)
|
||||
Revolver Draw
|
55,000
|
2.48%
|
November 2017
|
—
|