.
2901 Butterfield Road · Oak Brook, IL 60523
Phone: 800.826.8228
www.inlandamerican.com
P ORTFOLIO
caPTuRIng The RecOveRy cycLe: a FOcus On gROwTh, a c OmmITmenT TO vaLue cReaTIOn
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The companies depicted in the photographs herein may have proprietary interests in their trade names and trademarks and nothing herein shall be
considered to be an endorsement, authorization or approval of Inland American Real Estate Trust, Inc. (“Inland American”) by the companies. Further,
none of these companies are affiliated with Inland American or any other company previously sponsored by Inland Real Estate Investment Corporation
in any manner. The Inland name and logo are registered trademarks being used under license.
.
a nnua
L R e PORT
2012
RRD6744_Cov.r3.indd 1-3
5/10/13 11:39 AM
InLand ameRIcan ReaL esT
a Te TRusT
, Inc.
total assets: $12.7 billion*
$2.4 billion total distributions since inception
InLand ameRIcan ReaL esT aTe TRusT , Inc.
corporate proFile
lodging
• $3.3 Billion in Assets
• 16,345 Properties
• RevPAR Increase: 5.6% in 2012
Inland American Real Estate Trust, Inc., a diversified REIT, was formed to acquire and develop primarily
the following types of commercial real estate in the United States: retail properties, industrial/distribution
buildings, lodging facilities, multi-family, office and triple-net, single-use properties. Inland American
acquires these assets directly by purchasing the property or indirectly by purchasing interests, including
controlling interests in REITs and real estate operating companies such as real estate management or
development companies.
32%
retail
• $4.1 Billion in Assets
• 585 Properties
• 22.3 Million sq. ft.
• 93% Economic
Occupancy
26%
15%
12%
8%
7%
other/non-core assets
• $1.5 Billion in Assets
oFFice
• $1.9 Billion in Assets
• 42 Properties
• 10.2 Million sq. ft.
• 93% Economic Occupancy
industrial
• $1.0 Billion in Assets
• 53 Properties
• 13.1 Million sq. ft.
• 97% Economic Occupancy
multi-Family
• $0.9 Billion in Assets
• 26 Properties
• 5,311 Conventional Apartment Units
• 5,212 Student Housing Beds
• Portfolio 92% Occupied
*Based on undepreciated values
RRD6744.indd 4-6
legal counsel
Shefsky & Froelich Ltd.
111 East Wacker Drive
Suite 2800
Chicago, IL 60601
transFer agent
DST Systems, Inc.
333 W. 11th St.
Kansas City, MO 64105
888.DST.INFO
independent auditors
memberships
KPMG LLP
303 East Wacker Drive
Chicago, IL 60601
investor relations
If you have any questions, please contact Dan Lombardo, Vice President of Investor Relations, at
630.586.6314 or by email at custserv@inland-investments.com.
F
5/7/13 11:38 AM
Inland amerIcan
is evolving.
Our long-term strategy has been constructed
to bear the weight of a changing economy and
shifting markets. As we enhance our portfolio
of commercial real estate through strategic
management, we are creating a stronger, more
focused and proactive company. Inland American is
evolving and we are excited by the possibilities.
.
RRD6744.indd 1
1
5/7/13 11:41 AM
to our stockholders
Inland American had an active and productive year in 2012. This past year, we articulated our long-term strategic
plan to refine our diversified portfolio of assets to focus on the retail, lodging and student housing sectors. As
we continue to implement this strategy, we will rotate capital out of our other asset classes – such as office
and industrial – to enhance and expand our strategic holdings. We believe this strategy presents the best
opportunity to capitalize on current market trends in commercial real estate.
In addition to executing our strategy, we have not lost sight of the importance of maintaining our sustainable
distribution to stockholders. Our dedicated, experienced management team continues to focus on operational
excellence, which supports our ability to maintain our distributions.
A key outcome of our strategy, of course, is to explore liquidity options for our portfolio to capture and return
value to our shareholders, and we are optimistic that we will be able to make significant steps in that direction
in the coming year. As we hit significant milestones and objectives throughout the year, we will increase our
communications and outreach to our stockholders and the investment community to inform you of our progress.
2012 Accomplishments & highlights
As the largest non-listed REIT in the industry,
we ended 2012 with over $12.7 billion
in assets. Our portfolio consists of 794
properties, totaling 45.6 million square feet
of retail, office and industrial space, 5,311
conventional apartment units, 5,212 student
housing beds and 16,345 hotel rooms. Funds
from operations equaled $477 million, or
$0.54 per share, while our distribution per
share to our stockholders for the year was
$0.50. Including the distributions from 2012,
Inland American has now distributed $2.4
billion to our stockholders since inception.
sAme-store net operAting income
$680 million
lodging
$170 million
6.7%
retAil
$254 million
1.5%
office
$132 million
0.1%
industriAl
$77 million
1.5%
multi-fAmily
$47 million
9.2%
2
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to our stockholders
other key finAnciAl And portfolio highlights include:
• Same-store net operating income (NOI) grew 3.0% over 2011 to $680 million, primarily driven by increases
in our multi-family and lodging sectors.
• We completed and opened our new premier student housing community at the University of Central
Florida, which won the Best in American Living award from the National Association of Home Builders.
• We maintained strong occupancy levels in each of our asset classes throughout the portfolio.
• We acquired 13 properties totaling $727 million – 7 upper-upscale hotels, 4 necessity-based retail properties
and 2 student housing assets.
portfolio evolution
Inland American was launched as a diversified real estate investment trust (REIT) in 2005. The company’s
portfolio diversity and quality commercial real estate assets supported a stable operational performance and
distribution during the unprecedented and turbulent economic recession and the ongoing sluggish recovery.
That change in market dynamics has produced negative effects on most asset classes and pricing, but it has also
created for us opportunities for value creation and long-term growth in lodging, student housing and retail.
current portfolio
projected portfolio
lodging
retAil
student
housing
The lodging segment has experienced significant improvement in RevPAR growth – or the revenue generated
per available room -- since 2009, and occupancy levels are close to historically high averages for the industry.
These fundamentals are allowing managers to increase rates more aggressively, further improving performance
of the properties. Even with this improved performance, our acquisition team is finding hotels at attractive prices
that fit our investment strategies. This dynamic is providing us an opportunity to invest in luxury, upper-upscale
and urban upscale properties in top-25 markets. Long term, we believe our investment in these properties will
increase our company’s financial returns and provide a potential increase in share valuation in the future.
RRD6744.indd 3
3
5/7/13 11:42 AM
retaillodgingofficeindustrialmulti-family
Inland American has also made great strides in growing its student housing portfolio in 2012. We opened two
successful student housing properties in Florida and Arizona. Our newest, the University of Central Florida in
Orlando, was completed on time, under budget and the property was 100 percent pre-leased prior to opening.
Acquisitions will also be a part of our expansion in this asset group, as shown by our two purchases late in
2012. With just a handful of dedicated student housing developers and operators currently in the industry and
our track record of building and managing properties, exciting opportunities exist for us to partner with large
universities to help supply their housing needs. Going forward, our goal is to double or triple the size of our
current student housing portfolio from its current size of $386 million and become a major owner/operator in
this space.
The other asset class we will focus on is retail -- in particular multi-tenant retail. These retail assets are a bread-
and-butter asset class, as they provide a stable underlying performance for our portfolio. Regardless of economic
conditions or trends in retail, consumers will always need to make frequent trips to every day retail centers to visit
the grocery store, dry cleaners, discount retailers and hair salons. This recurring shopper provides retailers with
demand for their products and services, making these high-traffic locations more desirable for retail companies.
In turn, these properties allow us to maintain high occupancy levels and furnish us the ability to increase rents on
renewals or new leases. Furthermore, the current low supply growth for new retail assets is causing national and
regional retailers to put a premium on retail space in leading markets, making us bullish on the multi-tenant sector
of our portfolio compared to our single-tenant bank branches.
As part of our long-term strategy to refine our portfolio, we are rotating out of less attractive market segments
such as office and industrial, and purchasing high-quality properties in our targeted asset classes. Due to our size,
the complexity of our portfolio and real estate market cycles, our long-term strategy will obviously take some
time to execute. However, in 2012, we did make strides on this strategy and we will continue to execute in 2013.
2012 strAtegy execution
sold:
143 single tenAnt retAil properties
(BAnk BrAnches) @ $216 million
Acquired:
4 multi-tenAnt retAil
properties @ $104 million
sold:
4 ApArtment properties
(1,602 units) @ $160 million
Acquired:
2 student housing properties
(1,264 Beds) @ $95 million
opened:
2 student housing properties
(1,302 Beds) @ $77 million
sold:
13 limited service hotels
(1,764 rooms) @ $132 million
Acquired:
7 upper-upscAle hotels
(2,624 rooms) @ $525 million
4
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confident in our strAtegic plAn
The economic recovery continues to meander along at a slower-than-normal pace, plagued by a myriad of
ongoing global and domestic economic issues. Unlike past recoveries, this economic recovery has been mired
in uncertainty, preventing most markets from registering any kind of broad valuation improvement, and may still
negatively affect our estimated share value in 2013.
Still, we are cautiously optimistic about 2013 and its possibilities. Low interest rates seem to be hanging around
for a while longer, new supply is still estimated to be at low levels, and modest job creation may be enough to
coax higher occupancy and rent levels throughout the different asset classes. All these factors may be enough
to build the stepping stones for a more robust recovery.
Regardless of what direction the economy may take, we are very confident in our strategic plan for Inland
American, and our ability to control and leverage our asset base to take advantage of the opportunities the
market presents. Further, if our disposition strategy is successful as contemplated by our business plan, we
will also be able to more fully evaluate, consider and implement a strategy or strategies for providing our
stockholders with a liquidity event or events. As we further execute on our plan, we look forward to updating
you on our progress.
On behalf of the Board of Directors, our senior management team and our employees, we believe it is
important for you to understand that we remain dedicated to fulfill our commitments to our stockholders. We
work hard every day to accomplish these tasks. Thank you again for your support and confidence.
Robert D. Parks
Chairman of the Board
Thomas P. McGuinness
President
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why student housing?
in one word – opportunity
University House at Fullerton will serve students at
California State University, Fullerton with 1,198 beds
to open in the fall of 2013.
Opportunity from a growing student population.
Opportunity from an outdated and tired supply.
Opportunity due to limited players in the sector with
Inland American’s operational and development
experience.
College enrollment is increasing and many of the
student housing facilities in the country are in need
of replacement. At the same time, budget constraints
for universities continue as states tighten their belts.
A recent student housing study showed that 37 states
will spend less on education in 2013 than in 20081,
while college enrollment is projected to grow by 13%
between 2009 and 20202. Adding to the opportunity is
the significant number of on-campus residence halls
built in the ‘50s and ‘60s that need to be replaced
due to obsolescence.
1 & 2 - Source: U.S. Department of Education
6
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5/7/13 11:42 AM
University House at University of Central Florida with
995 beds opened in the fall of 2012 at 100% occupancy.
94%
of All Beds in the
student housing
portfolio Are filled
$680
rent per Bed/month
With just a handful of dedicated student housing
developers and operators, and Inland American’s
excellent track record of building and managing these
facilities, Inland American sees the student housing
sector full of opportunities. Their team of student
housing specialists provide large universities with the
confidence that their ability and expertise will help
supply top universities with their housing needs.
Disciplined portfolio growth through acquisitions and
developments is needed for Inland American’s student
housing segment. The capital for this growth will
partly be fueled by the company’s dispositions of their
conventional multi-family assets. Currently with the
aggressive valuations Inland American is receiving for
their apartment assets and the anticipated increase in
supply in several of its markets, the company believes
this is the appropriate time to sell these assets.
RRD6744.indd 7
7
5/7/13 11:42 AM
why lodging?
positive long-term performance fundamentals
portfolio revpar
Since July 2007, when Inland American made its first
hotel purchase, the company has built an impressive
$3.3 billion portfolio containing 16,345 rooms. While
performance of the lodging industry suffered during
the recession, a true recovery can now be seen in the
industry’s occupancy and operating income. Lodging
fundamentals have seen three consecutive years of
improvement off their 2009 lows, and the company
believes additional growth is in store for the sector as
RevPAR and margins for the industry still have not hit
their 2007 peaks. The backbone of these improvements
has been the correlation between increasing demand
versus the lack of new supply, particularly in the luxury
and upper-upscale segments where barriers-to-entry
are greater. Inland American has been able to steadily
improve both the quality and performance of their
portfolio since 2009, which will allow the company to
continue to harvest the benefits of the recovery.
685 room Marriott San Francisco Airport
Waterfront in Burlingame, CA
8
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247 room AAA Four Diamond Marriott
Grand Bohemian Hotel in Orlando
One point that can’t be ignored: despite performance
metrics that are expected to continue to improve
in the next few years, hotels can still be acquired at
attractive prices. These conditions present a buying
opportunity for Inland American on assets that
complement their portfolio strategy.
Inland American believes the continued transformation
of their lodging portfolio by selling certain limited-
service hotels in suburban markets and recycling
that capital into more urban upper-upscale properties
will provide the company’s investors the best blend
of current cash flows and an opportunity for capital
appreciation.
property types
By BrAnd
54% upscAle
40% upper-upscAle
6% midscAle
61% mArriott
27% hilton
5% hyAtt
7% other
54%
40%
6%
By rooms
RRD6744.indd 9
other
By rooms
9
5/7/13 11:42 AM
why multi-tenAnt retAil?
our mAnAgement expertise And dominAnt centers
The retail industry is changing faster than ever these
days. Over the past decade, technology and the
Internet have affected several brick-and-mortar retail
concepts such as electronics, books and video rentals.
At Inland American, they believe there will always be a
need for consumers to head out to their local grocery
store for basic essentials. That continued consumer
in-store shopping experience is why the company
believes investing in multi-tenant properties makes
sense for their portfolio and investors.
Pavilion LaQuinta - 166,043 sq. ft. center, LaQuinta, CA
10
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5/7/13 11:42 AM
% of gross leAsABle
AreA By type
89.4%
10.6%
multi-tenAnt 89.4%
single-tenAnt 10.6%
Adding to Inland American’s outlook is the supply-
and-demand equation. The slow pace of development
puts additional emphasis on the dominant centers in a
market; meaning when a significant economic recovery
does transpire, these centers offer an opportunity to
maximize rental rates for vacant spaces and renewals.
Inland American sees a tremendous value-add by
repositioning the single-tenant portion of their retail
portfolio into multi-tenant, necessity-based centers,
especially in major south and southeastern markets.
inlAnd AmericAn retAil properties By stAte
WASHINGTON
OREGON
MONTANA
NORTH DAKOTA
MINNESOTA
IDAHO
SOUTH DAKOTA
WISCONSIN
VT
NH
NEW YORK
NEVADA
UTAH
CALIFORNIA
WYOMING
NEBRASKA
IOWA
COLORADO
KANSAS
MISSOURI
ARIZONA
NEW MEXICO
OKLAHOMA
ARKANSAS
TEXAS
5.6 MILLION SQ. FT.
LOUISIANA
MICHIGAN
ILLINOIS
INDIANA
OHIO
KENTUCKY
TENNESSEE
PENNSYLVANIA
WEST
VIRGINIA
VIRGINIA
N. CAROLINA
S. CAROLINA
MISSISSIPPI
ALABAMA
GEORGIA
FLORIDA
RRD6744.indd 11
MAINE
MASSACHUSETTS
RHODE ISLAND
CONNECTICUT
NEW JERSEY
DELAWARE
WASHINGTON D.C.
MARYLAND
11
5/7/13 11:42 AM
Centerpiece of Greeley - 151,544 sq. ft. center, Colorado Springs, CO
Also, multi-tenant properties provide the ability to focus on strategic leasing targets that
create or enhance tenant mix and synergy. They create opportunities for smart marketing
initiatives that increase sales, drive traffic and enhance customer engagement and
retention in the midst of a competitive retail environment. By tailoring the company’s
retail portfolio to maximize the positive momentum that multi-tenant and necessity-based
properties are forecasted to generate, Inland American sees a bright future for their
tenants, the industry and the company.
12
RRD6744.indd 12
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 000-51609
Inland American Real Estate Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
2901 Butterfield Road, Oak Brook, Illinois
(Address of principal executive offices)
34-2019608
(I.R.S. Employer
Identification No.)
60523
(Zip Code)
630-218-8000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $0.001 par value per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to the filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. (See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act).
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
There is no established market for the registrant’s shares of common stock. The aggregate market value of the registrant’s common stock held
by non-affiliates of the registrant as of June 30, 2012 (the last business day of the registrant’s most recently completed second quarter) was
approximately $6,327,641,846, based on the estimated per share value of $7.22, as established by the registrant on December 29, 2011.
As of March 1, 2013, there were 892,531,979 shares of the registrant’s common stock outstanding.
INLAND AMERICAN REAL ESTATE TRUST, INC.
TABLE OF CONTENTS
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Part I
Part II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Consolidated Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Part III
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 15.
Exhibits and Financial Statement Schedules
Signatures
Part IV
Page
1
5
25
25
30
31
31
35
38
60
62
184
184
184
184
188
190
191
193
194
196
This Annual Report on Form 10-K includes references to certain trademarks. Courtyard by Marriott®, Marriott®, Marriott
Suites®, Residence Inn by Marriott® and SpringHill Suites by Marriott® trademarks are the property of Marriott International,
Inc. (“Marriott”) or one of its affiliates. Doubletree®, Embassy Suites®, Hampton Inn®, Hilton Garden Inn®, Hilton Hotels® and
Homewood Suites by Hilton® trademarks are the property of Hilton Hotels Corporation (“Hilton”) or one or more of its
affiliates. Hyatt Place® trademark is the property of Hyatt Corporation (“Hyatt”). Intercontinental Hotels ® trademark is the
property of IHG. Wyndham ® and Baymont Inn & Suites ® trademarks are the property of Wyndham Worldwide. Comfort Inn ®
trademark is the property of Choice Hotels International. Fairmont Hotels and Resorts is a trademark. The Aloft service name is
the property of Starwood. For convenience, the applicable trademark or service mark symbol has been omitted but will be
deemed to be included wherever the above-referenced terms are used.
PART I
Item 1. Business
General
Inland American Real Estate Trust, Inc., a Maryland corporation, was incorporated in October 2004. We have elected to be
taxed, and currently qualify, as a real estate investment trust (“REIT”) for federal tax purposes. We acquire, own, operate and
develop a diversified portfolio of commercial real estate, including retail, multi-family, industrial, lodging, and office
properties, located in the United States. In addition, we own assets through joint ventures in which we do not own a controlling
interest, as well as properties in development. We also invest in marketable securities and other assets.
As of December 31, 2012, our portfolio was comprised of 794 properties representing 45.6 million square feet of retail, office
and industrial space, 5,311 multi-family units, 5,212 student housing beds and 16,345 hotel rooms. We believe that a diversified
portfolio balances our risk exposure compared to a portfolio with a single asset class. During the economic recession and
ongoing sluggish recovery, we believe that a diversified portfolio like ours provides our stockholders with significant benefits
and reduces their risk relative to a portfolio concentrated on one property sector or properties located in one geographical area
or region. Because we believe that most real estate markets are cyclical in nature, we plan to maintain our diversified portfolio
but focus on three specific real estate segments, lodging, student housing and multi-tenant retail. We believe our diversity and
size will allow us to continue to effectively deploy capital into sectors and locations where the underlying investment
fundamentals are relatively strong. The following chart depicts the allocation of our real estate assets for each segment, as of
December 31, 2012, based on undepreciated assets within our property portfolio.
Strategy and Objectives
We have defined our long-term portfolio strategy by focusing our diversified assets in three specific real estate asset classes -
retail, lodging and student housing. We believe this strategy presents the best opportunity to capitalize on current market trends
in commercial real estate and realize income growth in these sectors. A key outcome of our strategy will be an opportunity to
explore multiple liquidity events by segment.
Also part of our strategy is to improve the overall quality of our retail, lodging and student housing segments for long-term
growth through selective asset acquisition and sales. We continue to use our expertise to capitalize on opportunities in the real
estate industry. We believe our capacity to identify and react to investment opportunities is one of our biggest strengths. This
strategy will take time as we dispose of less strategic assets and rotate capital into our targeted segments. Our focus has been,
and will continue to be, maximizing stockholder value over the long-term.
During the execution of our strategy, we will focus on maintaining a stable income stream to provide a sustainable monthly
distribution to our shareholders.
1
Our three objectives in the execution of our strategy are:
•
Sustaining a monthly stockholder distribution while maintaining capital preservation
• Tailoring our portfolio to lodging, student housing and retail by expanding and enhancing these growth portfolios
•
Positioning for stockholder liquidity through multiple liquidity events by segment type
2012 Highlights
Distributions
We have paid a monthly cash distribution to our stockholders which totaled in the aggregate $439.2 million for the year ended
December 31, 2012, which was equal to $0.50 per share for 2012, assuming that a share was outstanding the entire year. The
distributions paid for the year ended December 31, 2012 were funded from cash flow from operations, distributions from
unconsolidated joint ventures and gains on sale of properties.
Investing Activities
Our acquisition and disposition activities in 2012 highlight our move to divesting of less strategic assets and redeploying the
capital into our long-term strategic segments, lodging, student housing and multi-tenant retail. We acquired seven upper upscale
lodging properties consisting of 2,624 rooms for $525.1 million. We acquired two student housing properties and placed two
student housing properties into service for a total of 2,566 beds for $171.9 million. In addition, we acquired two multi-tenant
retail properties and expanded two existing multi-tenant retail properties consisting of 554,026 square feet for $106.9 million.
As part of our strategy to realign our asset segments with higher performing assets, we sold 166 properties for a gross
disposition price of $603.5 million, including 143 bank branches (142 retail branches and one office branch), four retail
properties, thirteen midscale lodging properties, two industrial properties, and four multi-family properties.
Financing Activities
We successfully refinanced our 2012 maturities of approximately $671.4 million and placed debt on new and existing
properties. We were able to obtain favorable rates while still maintaining a manageable debt maturity schedule for future years.
As of December 31, 2012, we had mortgage debt of approximately $5.9 billion and have a weighted average interest rate of
5.1% per annum. Our debt maturities for 2013 are $882.9 million.
Operating Results
We experienced organic growth in our lodging and multi-family segments as our same store net operating income results
increased 6.7% and 9.2%, respectively, from the year ended December 31, 2011 to 2012. These increases are due to high
occupancy and RevPAR and rental rate increases, in the lodging and multi-family segments, respectively. Our retail and
industrial segments improved slightly due to maintaining occupancy rates and contractual rental rates. Our office segment
remained unchanged as compared to the prior year with a stable occupancy rate.
The following table represents our same store net operating income for the years ended December 31, 2012 and 2011. Net
operating income is calculated in Item 7 of this Annual Report on Form 10-K.
Retail
Lodging
Office
Industrial
Multi-family
2012 Net
operating
income
2011 Net
operating
income
$
$
254,082
169,532
132,229
77,094
46,949
679,886
$
$
250,385
158,817
132,050
75,988
42,984
660,224
$
$
Increase
(decrease)
Increase
(decrease)
3,697
10,715
179
1,106
3,965
19,662
1.5%
6.7%
0.1%
1.5%
9.2%
3.0%
Economic
Occupancy
as of
December 31,
2012
Economic
Occupancy
as of
December 31,
2011
93%
73%
93%
97%
93%
94%
72%
93%
98%
93%
In 2013, we expect similar increases in operating results compared to 2012 in our lodging and multi-family portfolios due to the
growth projected in these segments. As occupancy rates increase close to peak levels in lodging and multi-family, the ability to
increase rooms rates and rental rates, respectively, will help grow our revenue for each segment in 2013. We believe that our
2
stable occupancy in our retail, office, and industrial portfolios will result in consistent operating performances in these
segments.
Effective July 1, 2012, the Company entered into new master management agreements with its property managers, and the
subsidiaries of the Company that directly own its properties entered into new property management agreements with the
property managers. Each agreement has an initial term ending December 31, 2013, which term will automatically be renewed
until June 30, 2015 unless either party to the agreement provides written notice of cancellation before June 30, 2013. Under the
agreements, the Company will pay the property managers monthly management fees by property type, as follows: (i) for any
bank branch facility (office or retail), 2.50% of the gross income generated by the property; (ii) for any multi-tenant industrial
property, 4.00% of the gross income generated by the property; (iii) for any multi-family property, 3.75% of the gross income
generated by the property; (iv) for any multi-tenant office property, 3.75% of the gross income generated by the property;
(v) for any multi-tenant retail property, 4.50% of the gross income generated by the property; (vi) for any single-tenant
industrial property, 2.25% of the gross income generated by the property; (vii) for any single-tenant office property, 2.90% of
the gross income generated by the property; and (viii) for any single-tenant retail property, 2.90% of the gross income
generated by the property.
Segment Data
We have five business segments: Retail, Lodging, Office, Industrial, and Multi-family. We evaluate segment performance
primarily based on net operating income. Net operating income of the segments does not include interest expense, depreciation
and amortization, general and administrative expenses, or interest and other investment income from corporate investments.
The non-segmented assets include our cash and cash equivalents, investment in marketable securities, construction in progress,
and investment in unconsolidated entities. Information related to our business segments, including a measure of profits or loss
and revenues from external customers for each of the last three fiscal years and total assets for each of the last two fiscal years,
is set forth in Note 14 to our consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
Significant Tenants
For the year ended December 31, 2012, we generated more than 18% of our rental revenue (excluding lodging, multi-family,
and development properties) from two tenants, SunTrust Banks, Inc. and AT&T, Inc. SunTrust Banks, Inc. leases multiple
properties that we own and that are located throughout the United States. These properties collectively generated
approximately 10% of our rental revenue for the year ended December 31, 2012. For the year ended December 31, 2012,
approximately 8% of our rental revenue was generated by three properties leased to AT&T, Inc.
Tax Status
We have elected to be taxed as a REIT, under Sections 856 through 860 of the Internal Revenue Code of 1986 as amended (the
“Code”) beginning with the tax year ended December 31, 2005. Because we qualify for taxation as a REIT, we generally will
not be subject to federal income tax on taxable income that is distributed to stockholders. If we fail to qualify as a REIT in any
taxable year, without the benefit of certain relief provisions, we will be subject to federal and state income tax on our taxable
income at regular corporate rates. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes
on our income, property or net worth, respectively, and to Federal income and excise taxes on our undistributed income.
Competition
The commercial real estate market is highly competitive. We compete for tenants in all of our markets with other owners and
operators of commercial properties. We compete based on a number of factors that include location, rental rates, security,
suitability of the property’s design to tenants’ needs and the manner in which the property is operated and marketed. The
number of competing properties in a particular market could have a material effect on a property’s occupancy levels, rental
rates and operating income.
We compete with many third parties engaged in real estate investment activities including other REITs, including other REITs
sponsored by our sponsor, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance
companies, mutual funds, institutional investors, investment banking firms, lenders, hedge funds, governmental bodies and
other entities. There are also other REITs with investment objectives similar to ours and others may be organized in the future.
In addition, these same entities seek financing through the same channels that we do. Therefore, we compete for funding in a
market where funds for real estate investment may decrease, or grow less than the underlying demand.
3
Employees
As of December 31, 2012, we have 88 full-time individuals employed primarily by our multi-family subsidiaries.
We do not employ our executive officers and they do not receive any compensation from us for their services as such officers.
Our executive officers are officers of one or more of The Inland Group, Inc.’s affiliated entities, including our business
manager, and are compensated by these entities, in part, for their services rendered to us. We do not reimburse the business
manager for any compensation paid to persons serving as one of our executive officers or as an executive officer of the business
manger or property managers. For the purposes of reimbursement, our secretary is not considered an “executive officer.”
We have entered into a business management agreement with Inland American Business Manager & Advisor, Inc. pursuant to
which it serves as our business manager, with responsibility for overseeing and managing our day-to-day operations. We have
also entered into property management agreements with each of our property managers. We pay fees to our business manager
and our property managers in consideration for the services they perform for us pursuant to these agreements. Except as noted
above, we also reimburse these entities for the expenses they incur in performing services for us including the compensation
expenses for persons providing services to us.
Conflicts of Interest
Our governing documents require a majority of our directors to be independent. Further, any transactions between The Inland
Group, Inc. or its affiliates, including our business manager and property managers, and us must be approved by a majority of
our independent directors.
Environmental Matters
Compliance with federal, state and local environmental laws has not had a material adverse effect on our business, assets, or
results of operations, financial condition and ability to pay distributions, and we do not believe that our existing portfolio will
require us to incur material expenditures to comply with these laws and regulations. However, we cannot predict the impact of
unforeseen environmental contingencies or new or changed laws or regulations on our properties.
Seasonality
The lodging segment is seasonal in nature, reflecting higher revenue and operating income during the second and third quarters.
This seasonality can be expected to cause fluctuations in our net operating income for the lodging segment. None of our other
segments are seasonal in nature.
Access to Company Information
We electronically file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
all amendments to those reports with the Securities and Exchange Commission (“SEC”). The public may read and copy any of
the reports that are filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by calling the SEC at (800)-SEC-0330. The SEC
maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information
regarding issuers that file electronically.
We make available, free of charge, by responding to requests addressed to our customer relations group, the Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports on our
website, www.inland-american.com. These reports are available as soon as reasonably practicable after such material is
electronically filed or furnished to the SEC.
Certifications
We have filed with the Securities and Exchange Commission the principal executive officer and principal financial officer
certifications required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached as Exhibits 31.1 and 31.2
to this Annual Report on Form 10-K.
4
Item 1A. Risk Factors
The occurrence of any of the risks discussed below could have a material adverse effect on our business, financial condition,
results of operations and ability to pay distributions to our stockholders.
Risks Related to Our Business
Disruptions in the financial markets or economic conditions could adversely affect our ability to refinance or secure
additional debt financing at attractive terms
Credit markets are subject to rapid changes from macro economic factors, including rising interest rates, perceptions of the overall
health in the US economy and real estate in particular, and the health and regulatory environment in which our lenders operate
and the overall availability of lending sources.
In addition, disruptions in the financial markets or economic conditions may negatively impact commercial real estate fundamentals
which could have various negative impacts on the value of our investments including:
•
•
a decrease in the values of our investments in commercial properties, below the amounts paid for these
investments; or
a decrease in revenues from our properties, due to lower occupancy and rental rates, which may make it more
difficult for us to pay distributions or meet our debt service obligations on debt financing.
Our ongoing strategy depends, in part, upon future acquisitions, and we may not be successful in identifying and
consummating these transactions.
Our long-term business strategic plan is to refine our diversified portfolio of assets and to focus on the retail, lodging, and student
housing sectors. As we continue to execute on this strategy, we will rotate capital out of our other asset classes - such as multi-
family, office and industrial - to enhance and expand our strategic holdings. There is no assurance we will be able to sell assets
at acceptable prices or identify suitable replacement assets on satisfactory terms, if at all. We may also face delays in reinvesting
net sales proceeds in new assets which would impact the return we earn on our assets.
We face significant competition for attractive investment opportunities from an indeterminate number of other real estate investors,
including investors with significant capital resources such as domestic and foreign corporations and financial institutions, publicly
traded and privately held REITs, private institutional investment funds, investment banking firms, life insurance companies and
pension funds. As a result of competition, we may be unable to acquire additional properties as we desire or the purchase price
may be significantly elevated.
In light of current market conditions and real estate values, we may face significant competition to acquire stabilized properties,
or have to accept lease-up risk associated with properties that have lower occupancy. As market conditions and real estate
values recover, more properties may become available for acquisition, but we can provide no assurances that these properties
will meet our investment objectives or that we will be successful in acquiring these properties. If we are unable to acquire
sufficient debt financing at suitable rates or at all, we may be unable to acquire as many additional properties as we anticipate.
Our ongoing strategy involves the disposition of properties; however, we may be unable to sell a property at acceptable terms
and conditions, if at all.
As we execute on our long-term strategy we will rotate capital out of certain asset classes, such as multi-family, office and industrial
to reinvest into retail, lodging or student housing. Besides executing on our strategy, it may make economic sense to sell properties
in any asset class when we believe the value of the leases in place at a property will significantly decline over the remaining lease
term, or when the property has limited or no equity with a near-term debt maturity, or when a property has equity but the projected
returns do not justify further investment, or when the equity in a property can be redeployed in the portfolio in order to achieve
better returns or strategic goals. As we engage to sell these properties, general economic conditions along with property specific
issues, such as vacancies, lease terminations and debt defeasance, may negatively affect the value of our properties and therefore
reducing our return on the investment or prevent us from selling the property on acceptable terms. Real estate investments often
cannot be sold quickly. As a result economic conditions may prevent potential purchasers from obtaining financing on acceptable
terms, if at all, thereby delaying our ability to sell our properties.
5
We are the subject of an ongoing investigation by the SEC and have received two related derivative demands by stockholders
to conduct investigations. The SEC's investigation, the derivative demands, or both could have a material adverse impact on
our business.
We have learned that the SEC is conducting a non-public, formal, fact-finding investigation (the “Investigation”) to determine
whether there have been violations of certain provisions of the federal securities laws related to the business management fees,
property management fees, transactions with affiliates, timing and amount of distributions paid to investors, determination of
property impairments, and any decision regarding whether the Company might become a self-administered REIT.
Our business manager offered to the extent allowed by law or governmental regulation to reduce its business management fee in
an aggregate amount necessary to reimburse us for any costs, fees, fines, or assessments, if any, that we may incur as a result of
the pending Investigation, other than legal fees incurred by us or fees and costs otherwise covered by insurance. The business
manager also offered to waive its reimbursement of legal fees or costs that the business manager incurs in connection with the
Investigation. In the event that the business management agreement is terminated or expires in accordance with its terms prior to
the conclusion of the pending Investigation or prior to us realizing the full benefit of the business manager's offer to reduce its
business management fee in the event that we realize costs, fees, fines or assessments in connection with the Investigation, then
we will be required to pay any such costs, fees, fines or assessments. In the event of a termination of the business management
agreement, we may not be able to execute our business plan and may suffer losses, which could materially decrease cash available
for distribution to our stockholders and have a material adverse impact on our business and financial condition.
We have also received two related demands (“Derivative Demands”) by stockholders to conduct investigations regarding claims
that the officers, the board of directors, the business manager, and the affiliates of the business manager (the “Inland American
Parties”) breached their fiduciary duties to us in connection with the matters that we disclosed are subject to the Investigation.
The first demand claims that the Inland American Parties (i) falsely reported the value of our common stock until September 2010;
(ii) caused us to purchase shares of our common stock from stockholders at prices in excess of their value; and (iii) disguised
returns of capital paid to stockholders as REIT income resulting in the payment of fees to the business manager for which it was
not entitled. The three stockholders in that demand contend that legal proceedings should seek recovery of damages in an unspecified
amount allegedly sustained by us. The second demand by another shareholder makes similar claims and further alleges that the
Inland American Parties (i) caused us to engage in transactions that unduly favored related parties, (ii) falsely disclosed the timing
and amount of distributions, and (iii) falsely disclosed whether we might become a self-administered REIT. A special litigation
committee has been formed by the board to investigate the matters related to the Investigation and the Derivative Demands. That
investigation is ongoing.
We cannot reasonably estimate the timing or outcome of either the Investigation or the investigation by the special litigation
committee, nor can we predict whether or not any of these items may have a material adverse effect on our business. These items
may cause us to incur significant legal expense, both directly and as the result of any indemnification obligations. In addition, the
Investigation and the Derivative Demands may also divert management's attention from our ordinary business operations or may
also limit our ability to obtain financing to fund our on-going operating requirements, which could cause our business to suffer.
Adverse findings by the SEC or the special litigation committee, future litigation related thereto, or the incurrence of costs, fees,
fines or penalties that are not reimbursed by our business manager by reducing its business management fee or reimbursed by
insurance policies, could have a material adverse impact on our business.
We depend on our business manager and our property managers and may not find a suitable replacement if our business
management agreement or the property management agreements are terminated.
Most of our officers and our staff are employees of the business manager. We rely on our business manager and our property
managers, to design and implement our operating policies and strategies. The agreement with the business manager is terminable
upon 60 days' notice by either party or whose term expires July 31, 2013. The agreement with the property manager has a term
until December 31, 2013 and will extend for an additional eighteen months unless terminated on or before June 30, 2013. If we,
or they, terminate the agreements, or permit them to expire in accordance with their terms, we may not be able to execute our
business plan and may suffer losses.
If we lose or are unable to obtain key personnel, our ability to implement our investment strategies could be delayed or
hindered.
Our success depends to a significant degree upon the contributions of our executive officers and other key personnel of our business
manager and property managers. If any of the key personnel of our business manager or property managers were to cease their
6
affiliation with our business manager or property managers, respectively, our operating results could suffer. Further, we do not
separately maintain “key person” life insurance that would provide us with proceeds in the event of death or disability of these
persons. We believe our future success depends, in part, upon the ability of our business manager and property managers to hire
and retain highly skilled managerial, operational and marketing personnel. Competition for such personnel is intense, and we
cannot assure you that our business manager or property managers will be successful in attracting and retaining skilled personnel.
We may internalize or partially internalize our management functions and your interests could be diluted.
We may internalize some or all of the functions performed for us by our business manager and/or property managers and the
method by which we could internalize these functions could take many forms. For example, we could acquire the business manager
and/or property managers through a merger or by purchasing their stock or assets and the consideration we would pay may be
cash, shares of our common stock or promissory notes. Issuing shares of common stock would reduce the percentage ownership
of our existing stockholders and issuing notes or incurring debt could reduce our cash flow from operating activities or our ability
to borrow additional funds.
Internalization transactions involving the acquisition of advisors affiliated with entity sponsors have also, in some cases, been the
subject of litigation. Even if these claims are without merit, we could be forced to spend significant amounts of money defending
claims.
If we internalize some or all of our management functions, the nature of our costs will change.
If we internalize our management functions, we will likely become directly responsible for the expenses currently paid by the
business manager or property manager. Although we currently reimburse our business manager and property managers for
most of the general and administrative expenses they incur on our behalf, we cannot be certain that once we internalize these
functions our costs will not be higher than the amounts would be if we did not internalize. Further, although we would no
longer be required to pay fees for the functions that are internalized, we would expect to incur additional compensation and
benefits costs of our officers that are now paid by our business manager and its affiliates and which we do not reimburse. We
may also issue equity awards to officers, employees and consultants. Although we would expect that the total compensation
and benefits paid to our executive officers will be less than the fees we no longer would have to pay, there is no assurance of
this outcome.
If we internalize some or all of our management functions, we could have difficulty integrating these functions as a stand-alone
entity, and we may fail to properly identify the appropriate mix of personnel and capital needs to operate as a stand-alone entity.
An inability to manage an internalization transaction effectively could, therefore, result in our incurring additional costs and/or
experiencing other difficulties. Such difficulties could cause us to incur additional costs, and our management's attention could
be diverted from most effectively managing our business and properties.
There is no assurance that we will reach an agreement with our business manager or property managers on the terms of an
internalization transaction.
Our business manager and property managers are not obligated to enter into an internalization transaction with us or to do so at
any particular price. Our independent directors, as a whole, or a committee thereof, would have to negotiate the specific terms
and conditions of any agreement or agreements to acquire these entities, including the actual purchase price. There is no assurance
that we will be able to enter into an agreement with the business manager and/or property managers on mutually acceptable terms
and in that case, we would have to seek alternative courses of actions to internalize our management functions.
If we seek to internalize our management functions, other than by acquiring our business manager and/or property
managers, we could incur greater costs and lose key personnel.
We may decide to pursue an internalization by hiring our own group of executives and other employees or entering into an agreement
with a third party, such as a merger, instead of by acquiring our business manager and property managers. The costs that we would
incur in this case are uncertain and may be substantial. In addition, certain key personnel of the business manager and/or property
managers have employment agreements with those entities, which could restrict our ability to retain such personnel if we do not
acquire the business manager and property managers. Further, we would lose the benefit of the experience of the business manager
and property managers.
7
The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay
distributions and make additional investments.
We have deposited our cash and cash equivalents in several banking institutions in an attempt to minimize exposure to the failure
or takeover of any one of these entities. However, the Federal Insurance Deposit Corporation, or “FDIC,” generally only insures
limited amounts per depositor per insured bank. At December 31, 2012 we had cash and cash equivalents and restricted cash
deposited in interest bearing transaction accounts at certain financial institutions exceeding these federally insured levels. If any
of the banking institutions in which we have deposited funds ultimately fails, we may lose our deposits over the federally insured
levels. The loss of our deposits could reduce the amount of cash we have available to distribute or invest.
Risks Related to our Real Estate Assets
There are inherent risks with real estate investments.
Investments in real estate assets are subject to varying degrees of risk. For example, an investment in real estate cannot generally
be quickly converted to cash, limiting our ability to promptly vary our portfolio in response to changing economic, financial and
investment conditions. Investments in real estate assets also are subject to adverse changes in general economic conditions which,
for example, reduce the demand for rental space.
Among the factors that could impact our real estate assets and the value of an investment in us are:
•
•
•
•
•
•
•
•
•
•
•
local conditions such as an oversupply of space or reduced demand for real estate assets of the type that we own
or seek to acquire, including, with respect to our lodging facilities, quick changes in supply of and demand for
rooms that are rented or leased on a day-to-day basis;
inability to collect rent from tenants;
vacancies or inability to rent space on favorable terms;
inflation and other increases in operating costs, including insurance premiums, utilities and real estate taxes;
increases in energy costs or airline fares or terrorist incidents which impact the propensity of people to travel
and therefore impact revenues from our lodging facilities, although operating costs cannot be adjusted as quickly;
adverse changes in the federal, state or local laws and regulations applicable to us, including those affecting
rents, zoning, prices of goods, fuel and energy consumption, water and environmental restrictions;
the relative illiquidity of real estate investments;
changing market demographics;
an inability to acquire and finance, or refinance, properties on favorable terms, if at all;
acts of God, such as earthquakes, floods or other uninsured losses;
changes or increases in interest rates and availability of financing locally or world-wide.
In addition, periods of economic slowdown or recession, or declining demand for real estate, or the public perception that any of
these events may occur, could result in a general decline in rents or increased defaults under existing leases. We have experienced
these impacts in the last few years. There is no assurance that conditions will improve or that these impacts will not occur in the
future.
We depend on tenants for our revenue, and accordingly, lease terminations, tenant default, and bankruptcies could
adversely affect the income produced by our properties.
The success of our investments depends on the financial stability of our tenants. Certain economic conditions may adversely affect
one or more of our tenants. For example, business failures and downsizings can affect the tenants of our office and industrial
properties. Reduced consumer demand for retail products and services may affect the tenants of our retail properties. In addition,
our retail shopping center properties typically are anchored by large, nationally recognized tenants, any of which may experience
a downturn in their business that may weaken significantly their financial condition. Further, mergers or consolidations among
large retail establishments could result in the closure of existing stores or duplicate or geographically overlapping store locations,
which could include tenants at our retail properties.
As a result of these factors, our tenants may delay lease commencements, decline to extend or renew their leases upon expiration,
fail to make rental payments when due, or declare bankruptcy. Any of these actions could result in the termination of the tenants'
leases, the expiration of existing leases without renewal, or the loss of rental income attributable to the terminated or expired
leases. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as a landlord and may
incur substantial costs in protecting our investment and re-leasing our property. Specifically, a bankruptcy filing by, or relating to,
one of our tenants or a lease guarantor would bar efforts by us to collect pre-bankruptcy debts from that tenant or lease guarantor,
8
or its property, unless we receive an order permitting us to do so from the bankruptcy court. In addition, we cannot evict a tenant
solely because of bankruptcy. The bankruptcy of a tenant or lease guarantor could delay our efforts to collect past due balances
under the relevant leases, and could ultimately preclude collection of these sums. If a lease is assumed by the tenant in bankruptcy,
all pre-bankruptcy balances due under the lease must be paid to us in full. If, however, a lease is rejected by a tenant in bankruptcy,
we would have only a general, unsecured claim for damages. An unsecured claim would only be paid to the extent that funds are
available and only in the same percentage as is paid to all other holders of general, unsecured claims. Restrictions under the
bankruptcy laws further limit the amount of any other claims that we can make if a lease is rejected. As a result, it is likely that
we would recover substantially less than the full value of the remaining rent during the term.
Geographic concentration also exposes us to risks of oversupply and competition in these markets. Significant increases in the
supply of certain property types, including hotels, without corresponding increases in demand could have a material adverse
effect on our financial condition, results of operations and our ability to pay distributions.
As of December 31, 2012, approximately, 4%, 5%, 7% and 12% of our base rental income of our consolidated portfolio, excluding
our lodging facilities, was generated by a certain property located in the Minneapolis, Dallas, Chicago and Houston metropolitan
areas, respectively. Additionally, at December 31, 2012, forty-four of our lodging facilities, or approximately 50% of our lodging
portfolio, were located in Washington D.C. and the ten eastern seaboard states ranging from Connecticut to Florida, including
seven hotels in North Carolina and seventeen properties in Texas.
Two of our tenants generated a significant portion of our revenue, and rental payment defaults by these significant tenants
could adversely affect our results of operations.
For the year ended December 31, 2012, approximately 10% of our rental revenue was generated by over 400 retail banking
properties leased to SunTrust Banks, Inc.. Also, for the year ended December 31, 2012, approximately 8% of our rental revenue
was generated by three properties leased to AT&T, Inc. The leases for two of the AT&T properties, with approximately 1.7 million
and 1.5 million square feet, expire in 2016 and 2017, respectively. As a result of the concentration of revenue generated from these
properties, if either SunTrust or AT&T were to cease paying rent or fulfilling its other monetary obligations, we could have
significantly reduced rental revenues or higher expenses until the defaults were cured or the properties were leased to a new tenant
or tenants.
Leases representing approximately 5.8% of the rentable square feet of our retail, office, and industrial portfolio are
scheduled to expire in 2013. We may be unable to renew leases or lease vacant space at favorable rates or at all.
As of December 31, 2012, leases representing approximately 5.8% of the 45,552,250 rentable square feet of our retail, office, and
industrial portfolio were scheduled to expire in 2013 and an additional 5.9% of the square footage of our retail, office, and industrial
portfolio was available for lease. We may be unable to extend or renew any of these leases, or we may be able to lease these spaces
only at rental rates equal to or below existing rental rates. In addition, some of our tenants have leases that include early termination
provisions that permit the lessee to terminate all or a portion of its lease with us after a specified date or upon the occurrence of
certain events with little or no liability to us. We may be required to offer substantial rent abatements, tenant improvements, early
termination rights or below-market renewal options to retain these tenants or attract new ones. Portions of our properties may
remain vacant for extended periods of time. Further, some of our leases currently provide tenants with options to renew the terms
of their leases at rates that are less than the current market rate or to terminate their leases prior to the expiration date thereof. If
we are unable to obtain new rental rates that are on average comparable to our asking rents across our portfolio, then our ability
to generate cash flow growth will be negatively impacted.
We may be required to make significant capital expenditures to improve our properties in order to retain and attract tenants.
We expect that, upon the expiration of leases at our properties, we may be required to provide rent or other concessions to tenants,
accommodate requests for renovations, build-to-suit remodeling and other improvements or provide additional services to our
tenants. As a result, we may have to pay for significant leasing costs or tenant improvements in order to retain tenants whose leases
are expiring and to attract new tenants in sufficient numbers. Additionally, we may need to raise capital to fund these expenditures.
If we are unable to do so, or if capital is otherwise unavailable, we may be unable to fund the required expenditures. This could
result in non-renewals by tenants upon expiration of their leases or the ability to attract new tenants, which would result in declines
in revenues from operations.
9
We face significant competition in the leasing market, which may decrease or prevent increases in the occupancy and rental
rates of our properties.
We own properties located throughout the United States. We compete with numerous developers, owners and operators of
commercial properties, many of which own properties similar to, and in the same market areas as, our properties. If our competitors
offer space at rental rates below current market rates, or below the rental rates we currently charge our tenants, we may lose existing
or potential tenants and we may be pressured to reduce our rental rates below those we currently charge in order to attract new
tenants and retain existing tenants when their leases expire. Also, if our competitors develop additional properties in locations near
our properties, there may be increased competition for creditworthy tenants, which may require us to make capital improvements
to properties that we would not have otherwise made.
Acts of God, such as earthquakes, floods or other uninsured losses may make us susceptible to adverse economic
developments from the effects of these natural disasters in those areas.
Because our properties are concentrated in certain geographic areas, our operating results are likely to be impacted by economic
changes affecting the real estate markets in those areas. Adverse events such as hurricanes, floods, wildfires, earthquakes, blizzards
or other natural disasters, could cause a loss of revenues at our real estate properties. Elements such as water, wind, hail, or fire
damage can increase or accelerate wear on our properties' weatherproofing, and mechanical, electrical and other systems, and
cause mold issues. As a result, we may incur additional operating costs and expenditures for capital improvements at these properties.
To qualify as a REIT, we must rely on third parties to operate our hotels.
To continue qualifying as a REIT, we may not, among other things, operate any hotel, or directly participate in the decisions
affecting the daily operations of any hotel. Thus, we have retained third party managers to operate our hotel properties. We do not
have the authority to directly control any particular aspect of the daily operations of any hotel, such as setting room rates. Thus,
even if we believe our hotels are being operated in an inefficient or sub-optimal manner, we may not be able to require an immediate
change to the method of operation. Our only alternative for changing the operation of our hotels may be to replace the third party
manager of one or more hotels in situations where the applicable management agreement permits us to terminate the existing
manager. Certain of these agreements may not be terminated without cause, which generally requires fraud, misrepresentation and
other illegal acts. Even if we terminate or replace any manager, there is no assurance that we will be able to find another manager
or that we will be able to enter into new management agreements favorable to us. Any change of hotel management would disrupt
operations, which could have an adverse material effect on our operating results and financial condition.
Conditions of franchise agreements could adversely affect us.
Our lodging properties are operated pursuant to agreements with nationally recognized franchisors including Marriott International,
Inc., Hilton Hotels Corporation, Intercontinental Hotels Group PLC, Hyatt Corporation, and Wyndham Worldwide Corporation.
These agreements generally contain specific standards for, and restrictions and limitations on, the operation and maintenance of
a hotel in order to maintain uniformity within the particular franchisor's system. These standards are subject to change, in some
cases at the discretion of the franchisor, and may restrict our ability to make improvements or modifications to a hotel without the
consent of the franchisor. Conversely, these standards may require us to make certain improvements or modifications to a hotel,
even if we do not believe the capital improvements are necessary or desirable or will result in an acceptable return on our investment.
These agreements also permit the franchisor to terminate the agreement in certain cases such as a failure to pay royalties and fees
or to perform covenants continued in the franchise agreement, bankruptcy, abandonment of the franchise, commission of a felony,
assignment of the franchise without the consent of the franchisor or failure to comply with applicable law or maintain applicable
standards in the operation and condition of the relevant hotel. If a franchise license terminates due to our failure to comply with
the terms and conditions of the agreement, we may be liable to the franchisor for a termination payment. These payments vary.
Also, these franchise agreements do not renew automatically. If we were to lose a franchise agreement, there is no assurance that
we would be able to enter into an agreement with a different franchisor. Loss of a franchise agreement could have a material
adverse effect on our results of operations and financial condition.
Actions of our joint venture partners could negatively impact our performance.
As of December 31, 2012 we had entered into joint venture agreements with nine entities to fund investment is in office, industrial/
distribution, retail, lodging, and mixed use properties. The carrying value of our investment in these joint ventures, which we do
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not consolidate for financial reporting purposes, was $253.4 million. For the year ended December 31, 2012, we recorded income
of $1.6 million and impairments and losses of $12.3 million associated with these ventures.
With respect to these investments, we are not in a position to exercise sole decision-making authority regarding the property, or
the joint venture. Consequently, our joint venture investments may involve risks not otherwise present with other methods of
investing in real estate. For example, our venture partner may have economic or business interests or goals which are or which
become inconsistent with our business interests or goals or may take action contrary to our instructions or requests or contrary
to our policies or objectives. We have experienced these events from time to time with our current or former venture partners,
which in some cases has resulted in litigation. An adverse outcome in any lawsuit could have a material effect on our results of
operations and forward condition. In addition, any litigation increases our expenses and prevents our officers and directors from
focusing their time and effort on other aspects of our business. Our relationships with our venture partners are contractual in
nature. These agreements may restrict our ability to sell our interest when we desire or on advantageous terms and, on the other
hand, may be terminated or dissolved under the terms of the agreements and, in each event, we may not continue to own or
operate the interests or assets underlying the relationship or may need to purchase these interests or assets at an above-market
price to continue ownership.
Credit market disruptions and certain economic trends may increase the likelihood of a commercial developer defaulting on
its obligations with respect to our development projects, including projects where we have notes receivable, or becoming
bankrupt or insolvent.
We have invested in, and may continue to invest in, projects that are in various stages of pre-development and development.
Investing in properties in pre-development or under development, and in lodging facilities in particular, which typically must be
renovated or otherwise improved on a regular basis, including renovations and improvements required by existing franchise
agreements, subjects us to uncertainties such as the ability to achieve desired zoning for development, environmental concerns of
governmental entities or community groups, ability to control construction costs or to build in conformity with plans, specifications
and timetables. In many cases, developers may not have adequate capital to address downturns in the market. Further, the
developers of the projects in which we have invested are exposed to risks not only with respect to our projects, but also other
projects in which they are involved. A default by a developer in respect to one of our development project investments, or the
bankruptcy, insolvency or other failure of a developer for one of these projects, may require that we determine whether we want
to assume the senior loan, fund monies beyond what we are contractually obligated to fund, take over development of the project,
find another developer for the project, or sell our interest in the project. Developer failures could give tenants the right to terminate
pre-construction leases, delay efforts to complete or sell the development project and could ultimately preclude us from realizing
our anticipated returns. These events could cause a decrease in the value of our development assets and compel us to seek additional
sources of funding, which may or may not be available, in order to hold and complete the development project.
Generally, under bankruptcy law and the bankruptcy guarantees we have required of certain of our joint venture development
partners, we may seek recourse from the developer-guarantor to complete our development project with a substitute developer
partner. However, in the event of a bankruptcy by the developer-guarantor, we cannot provide assurance that the developer or its
trustee will satisfy its obligations. The bankruptcy of any developer or the failure of the developer to satisfy its obligations would
likely cause us to have to complete the development or find a replacement developer, which could result in delays and increased
costs. We cannot provide assurance that we would be able to complete the development on terms as favorable as when we first
entered into the project. If we are not able to, or elect not to, the development costs ordinarily would be charged against income
for the then-current period if we determine our costs are not recoverable.
Sale leaseback transactions may be recharacterized in a manner unfavorable to us.
From time to time we have entered into a sale leaseback transaction where we purchase a property and then lease the property to
the seller. These transactions could, however, be characterized as a financing instead of a sale in the case of the seller's bankruptcy.
In this case, we would not be treated as the owner of the property but rather as a creditor with no interest in the property itself.
The seller may have the ability in a bankruptcy proceeding to restructure the financing by imposing new terms and conditions.
The transaction also may be recharacterized as a joint venture. In this case, we would be treated as a joint venturer with liability,
under some circumstances, for debts incurred by the seller relating to the property.
Our investments in equity and debt securities have materially impacted, and may in the future materially impact, our results.
As of December 31, 2012, we owned investment in real estate related equity and debt securities with an aggregate market value
of $327.7 million. For the year ended December 31, 2012, we realized gains on sale of securities of $4.3 million, impairments of
$1.9 million, and gross unrealized losses of $2.0 million. Real estate related equity securities are always unsecured and subordinated
to other obligations of the issuer. Investments in real estate-related equity securities are subject to numerous risks including: (1)
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limited liquidity in the secondary trading market in the case of unlisted or thinly traded securities; (2) substantial market price
volatility resulting from, among other things, changes in prevailing interest rates in the overall market or related to a specific
issuer, as well as changing investor perceptions of the market as a whole, REIT or real estate securities in particular or the specific
issuer in question; (3) subordination to the liabilities of the issuer; (4) the possibility that earnings of the issuer may be insufficient
to meet its debt service obligations or to pay distributions; and (5) with respect to investments in real estate-related preferred equity
securities, the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that
could cause the issuer to redeem the securities. In addition, investments in real estate-related securities involve special risks relating
to the particular issuer of the securities, including the financial condition and business outlook of the issuer. Issuers of real estate-
related securities generally invest in real estate or real estate-related assets and are subject to the inherent risks associated with
real estate-related investments discussed herein. In fact, many of the entities that we have invested in have reduced the dividends
paid on their securities. The stock prices for some of these entities have declined since our initial purchase, and in certain cases
we have sold these investments at a loss.
Any mortgage loans that we originate or purchase are subject to the risks of delinquency and foreclosure.
We may originate and purchase mortgage loans. Mortgage loans are subject to risks of delinquency and foreclosure, and risks of
loss. The ability of a borrower to repay a loan secured by an income-producing property depends primarily upon the successful
operation of the property rather than upon the existence of independent income or assets of the borrower. If the net operating
income of the property is reduced, the borrower's ability to repay the loan may be impaired. A property's net operating income can
be affected by the any of the potential issues associated with real estate-related investments as discussed herein. We bear the risks
of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the
mortgage loan. In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to that borrower will be deemed to
be collateralized only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the
bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or
debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a mortgage loan can be an expensive
and lengthy process that could have a substantial negative effect on our anticipated return on the foreclosed mortgage loan. We
may also be forced to foreclose on certain properties, be unable to sell these properties and be forced to incur substantial expenses
to improve operations at the property.
We may make a mortgage loan to affiliates of, or entities sponsored by, our sponsor.
If we have excess working capital, we may, from time to time, and subject to the conditions in our articles, make a mortgage loan
to affiliates of, or entities sponsored by, our sponsor. These loan arrangements will not be negotiated at arm's length and may
contain terms and conditions that are not in our best interest and would not otherwise be applicable if we entered into arrangements
with a third-party borrower not affiliated with these entities.
An increase in real estate taxes may decrease our income from properties.
From time to time, the amount we pay for property taxes increases as either property values increase or assessment rates are
adjusted. Increases in a property's value or in the assessment rate result in an increase in the real estate taxes due on that property.
If we are unable to pass the increase in taxes through to our tenants, our net operating income for the property will decrease.
Uninsured losses or premiums for insurance coverage may adversely affect a stockholder's returns.
We attempt to adequately insure all of our properties against casualty losses. There are types of losses, generally catastrophic in
nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters that are
uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments.
Risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and
casualty claims. Additionally, mortgage lenders sometimes require commercial property owners to purchase specific coverage
against terrorism as a condition for providing mortgage loans. These policies may not be available at a reasonable cost, if at all,
which could inhibit our ability to finance or refinance our properties. In such instances, we may be required to provide other
financial support, either through financial assurances or self-insurance, to cover potential losses. If we incur any casualty losses
not fully covered by insurance, the value of our assets will be reduced by the amount of the uninsured loss. In addition, other than
any reserves we may establish, we have no designated source of funding to repair or reconstruct any uninsured damaged property.
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Terrorist attacks and other acts of violence or war may affect the markets in which we operate our operations and our
profitability.
We own estate assets located in areas that are susceptible to attack. These attacks may directly impact the value of our assets
through damage, destruction, loss or increased security costs. Although we may obtain terrorism insurance, we may not be able
to obtain sufficient coverage to fund any losses we may incur. Risks associated with potential acts of terrorism could sharply
increase the premiums we pay for coverage against property and casualty claims. Further, certain losses resulting from these types
of events are uninsurable or not insurable at reasonable costs.
More generally, any terrorist attack, other act of violence or war, including armed conflicts, could result in increased volatility in
or damage to, the United States and worldwide financial markets and economy. Any terrorist incident may, for example, deter
people from traveling, which could affect the ability of our hotels to generate operating income and therefore our ability to pay
distributions. Additionally, increased economic volatility could adversely affect our tenants' ability to pay rent on their leases or
our ability to borrow money or issue capital stock at acceptable prices.
The cost of complying with environmental and other governmental laws and regulations may adversely affect us.
All real property and the operations conducted on real property are subject to federal, state and local laws and regulations
(including those of foreign jurisdictions) relating to environmental protection and human health and safety. These laws and
regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-
ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, and the
remediation of contamination associated with disposals. We also are required to comply with various local, state and federal
fire, health, life-safety and similar regulations. Some of these laws and regulations may impose joint and several liabilities on
tenants or owners for the costs of investigating or remediating contaminated properties. These laws and regulations often
impose liability whether or not the owner knew of, or was responsible for, the presence of the hazardous or toxic substances.
The cost of removing or remediating could be substantial. In addition, the presence of these substances, or the failure to
properly remediate these substances, may adversely affect our ability to sell or rent a property or to use the property as
collateral for borrowing.
Environmental laws and regulations also may impose restrictions on the manner in which properties may be used or businesses
may be operated, and these restrictions may require substantial expenditures by us. Environmental laws and regulations provide
for sanctions in the event of noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private
parties. Third parties may seek recovery from owners of real properties for personal injury or property damage associated with
exposure to released hazardous substances. Compliance with new or more stringent laws or regulations or stricter interpretations
of existing laws may require material expenditures by us. For example, various federal, regional and state laws and regulations
have been implemented or are under consideration to mitigate the effects of climate change caused by greenhouse gas emissions.
Among other things, “green” building codes may seek to reduce emissions through the imposition of standards for design,
construction materials, water and energy usage and efficiency, and waste management. We are not aware of any such existing
requirements that we believe will have a material impact on our current operations. However, future requirements could increase
the costs of maintaining or improving our existing properties or developing new properties.
Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of
remediating the problem.
The presence of mold at any of our properties could require us to undertake a costly program to remediate, contain or remove the
mold. Mold growth may occur when moisture accumulates in buildings or on building materials. Some molds may produce airborne
toxins or irritants. Concern about indoor exposure to mold has been increasing because exposure to mold may cause a variety of
adverse health effects and symptoms, including allergic or other reactions. The presence of mold could expose us to liability from
our tenants, their employees and others if property damage or health concerns arise.
We may incur significant costs to comply with the Americans With Disabilities Act.
Our properties generally are subject to the Americans With Disabilities Act of 1990, as amended. Under this act, all places of
public accommodation are required to comply with federal requirements related to access and use by disabled persons. The act
has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that
buildings and services be made accessible and available to people with disabilities. The act's requirements could require us to
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remove access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of
damages.
Risks Associated with Debt Financing
Borrowings may reduce the funds available for distribution and increase the risk of loss since defaults may cause us to lose
the properties securing the loans.
We have acquired, and may continue to acquire, real estate assets by using either existing financing or borrowing new monies.
Our articles permit us to borrow up to 300% of our net assets. In addition, we may obtain loans secured by some or all of our
properties or other assets to fund additional acquisitions or operations including to satisfy the requirement that we distribute at
least 90% of our annual “REIT taxable income” (subject to certain adjustments) to our stockholders, or as is otherwise necessary
or advisable to assure that we qualify as a REIT for federal income tax purposes. Payments required on any amounts we borrow
reduce the funds available for, among other things, distributions to our stockholders because cash otherwise available for distribution
is required to pay principal and interest associated with amounts we borrow.
Defaults on loans secured by a property we own may result in us losing the property or properties securing the loan that is in
default as a result of foreclosure actions initiated by a lender. For tax purposes, a foreclosure would be treated as a sale of the
property for a purchase price equal to the outstanding balance of the debt secured by the property. If the outstanding balance of
the debt exceeds our tax basis in the property, we would recognize taxable gain on the foreclosure but would not receive any cash
proceeds. We also may fully or partially guarantee any monies that subsidiaries borrow to purchase or operate real estate assets.
In these cases, we will be responsible to the lender for repaying the loans if the subsidiary is unable to do so. If any mortgage
contains cross-collateralization or cross-default provisions, more than one property may be affected by a default.
Lenders may restrict certain aspects of our operations, which could, among other things, limit our ability to make
distributions.
The terms and conditions contained in any of our loan documents may require us to maintain cash reserves; limit the aggregate
amount we may borrow on a secured and unsecured basis; require us to satisfy restrictive financial covenants; prevent us from
entering into certain business transactions, such as a merger, sale of assets or other business combination; restrict our leasing
operations; or require us to obtain consent from the lender to complete transactions or make investments that are ordinarily approved
only by our board of directors. In addition, secured lenders typically restrict our ability to discontinue insurance coverage on a
mortgaged property even though we may believe that the insurance premiums paid to insure against certain losses, such as losses
due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, are greater than the potential
risk of loss
Interest-only indebtedness may increase our risk of default.
We have obtained, and continue to incur interest related to, interest-only mortgage indebtedness. During the interest only period,
the amount of each scheduled payment is less than that of a traditional amortizing mortgage loan. The principal balance of the
mortgage loan is not reduced (except in the case of prepayments) because there are no scheduled monthly payments of principal
during this period. After the interest-only period, we are required either to make scheduled payments of amortized principal and
interest or to make a lump-sum or “balloon” payment at maturity. These required principal or balloon payments increase the amount
of our scheduled payments and may increase our risk of default under the related mortgage loan if we are unable to fund the lump-
sum or balloon amount.
Increases in interest rates could increase the amount of our debt payments.
As of December 31, 2012, approximately $1.3 billion of our total indebtedness bore interest at variable rates. Increases in interest
rates on variable rate debt that has not otherwise been hedged through the use of swap agreements reduce the funds available for
other needs, including distribution to our stockholders. As fixed rate debt matures, we may not be able to borrow at rates equal to
or lower than the rates on the expiring debt. In addition, if rising interest rates cause us to need additional capital to repay
indebtedness, we may be forced to sell one or more of our properties or investments in real estate at times which may not permit
us to realize the return on the investments we would have otherwise realized.
To hedge against interest rate fluctuations, we use derivative financial instruments, which may be costly and ineffective.
From time to time, we use derivative financial instruments to hedge exposures to changes in interest rates on certain loans secured
by our assets. Our derivative instruments currently consist of interest rate swap contracts but may, in the future, include, interest
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rate cap or floor contracts, futures or forward contracts, options or repurchase agreements. Our actual hedging decisions are
determined in light of the facts and circumstances existing at the time of the hedge. There is no assurance that our hedging strategy
will achieve our objectives. We may be subject to costs, such as transaction fees or breakage costs, if we terminate these
arrangements.
To the extent that we use derivative financial instruments to hedge against interest rate fluctuations, we are exposed to credit risk,
basis risk and legal enforceability risks. In this context, credit risk is the failure of the counterparty to perform under the terms of
the derivative contract. Basis risk occurs when the index upon which the contract is based is more or less variable than the index
upon which the hedged asset or liability is based, thereby making the hedge less effective. Finally, legal enforceability risks
encompass general contractual risks including the risk that the counterparty will breach the terms of, or fail to perform its obligations
under, the derivative contract. A counterparty could fail, shut down, file for bankruptcy or be unable to pay out contracts. The
business failure of a hedging counterparty with whom we enter into a hedging transaction will most likely result in a default.
Default by a party with whom we enter into a hedging transaction may result in the loss of unrealized profits and force us to cover
our resale commitments, if any, at the then current market price. Although generally we will seek to reserve the right to terminate
our hedging positions, it may not always be possible to dispose of or close out a hedging position without the consent of the
hedging counterparty, and we may not be able to enter into an offsetting contract to cover our risk. We cannot provide assurance
that a liquid secondary market will exist for hedging instruments purchased or sold, and we may be required to maintain a position
until exercise or expiration, which could result in losses.
Further, the REIT provisions of the Code may limit our ability to hedge the risks inherent to our operations. We may be unable to
manage these risks effectively.
We may be contractually obligated to purchase property even if we are unable to secure financing for the acquisition.
We typically finance a portion of the purchase price for each property that we acquire. However, to ensure that our offers are as
competitive as possible, we generally do not enter into contracts to purchase property that include financing contingencies. Thus,
we may be contractually obligated to purchase a property even if we are unable to secure financing for the acquisition. In this
event, we may choose to close on the property by using cash on hand, which would result in less cash available for other purposes
including funding operating costs or paying distributions to our stockholders. Alternatively, we may choose not to close on the
acquisition of the property and default on the purchase contract. If we default on any purchase contract, we could lose our earnest
money and become subject to liquidated or other contractual damages and remedies.
Risks Related to Our Common Stock
Since Inland American shares are not currently traded on a national stock exchange, there is no established public market
for our shares and you may not be able to sell your shares.
There is no established public market for our shares and no assurance that one may develop. Our charter does not require our
directors to seek stockholder approval to liquidate our assets by a specified date, nor does our charter require our directors to list
our shares for trading on a national exchange by a specified date. There is no assurance the board will pursue a listing or other
liquidity event. In addition, even if our board decides to seek a listing of our shares of common stock, there is no assurance that
we will satisfy the listing requirements or that our shares will be approved for listing. If and when a listing occurs there is no
guarantee you will be able to sell your common shares at a price equal to your initial investment value.
Our stockholders may not be able to sell some or all of their shares under our share repurchases program.
Our share repurchase program contains numerous restrictions that limit our stockholders' ability to sell their shares, including
those relating to the number of shares of our common stock that we can repurchase at any given time and limiting the funds we
will use to repurchase shares pursuant to the program. Under the program, we may repurchase shares of our common stock, on a
quarterly basis only, from the beneficiary of a stockholder that has died or from stockholders that have a “qualifying disability”
or are confined to a “long-term care facility” (together, referred to herein as “hardship repurchases”). Our program does not permit
us to accept shares for repurchase for any other reason, further, we are authorized to repurchase shares at a price per share equal
to 100% of the most recently disclosed estimated per share value of our common stock, which currently is equal to $6.93 per share.
Our obligation to repurchase any shares under the program is further conditioned upon our having sufficient funds available to
complete the repurchase. For 2013, our board has reserved $10.0 million per calendar quarter for the purpose of funding repurchases
associated with death and $15.0 million per calendar quarter for the purpose of funding hardship repurchases. If the funds reserved
for either category of repurchase under the program are insufficient to repurchase all of the shares for which repurchase requests
have been received for a particular quarter, or if the number of shares accepted for repurchase would cause us to exceed the 5.0%
limit set forth therein, we will repurchase the shares in the following order: (1) for death repurchases, we will repurchase shares
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in chronological order, based upon the beneficial owner's date of death; and (2) for hardship repurchases, we will repurchase shares
on a pro rata basis, up to, but not in excess of, the limits described herein; provided, that in the event that the repurchase would
result in a stockholder owning less than 150 shares, we will repurchase all of that stockholder's shares. Further, we have no
obligation to repurchase shares if the repurchase would violate the restrictions on distributions under Maryland law, which prohibits
distributions that would cause a corporation to fail to meet statutory tests of solvency.
Since the repurchase price is equal to our estimated per share value of our common stock, a stockholder may receive less than the
amount of their investment in the shares. Moreover, our directors have the discretion to suspend or terminate the program upon
30 days' notice. Therefore, our stockholders may not have the opportunity to make a repurchase request prior to a potential
termination of the share repurchase program and our stockholders may not be able to sell any of their shares of common stock
back to us. As a result of these restrictions and circumstances, the ability of our stockholders to sell their shares should they require
liquidity is significantly restricted.
The estimated value of our common stock is based on a number of assumptions and estimates that may not be accurate or
complete and is also subject to a number of limitations.
On December 19, 2012, we announced an estimated value of our common stock equal to $6.93 per share. As with any methodology
used to estimate value, the methodology employed by our business manager and reviewed by Real Globe Advisors, LLC was
based upon a number of estimates and assumptions that may not be accurate or complete. Further, different parties using different
assumptions and estimates could derive a different estimated value per share, which could be significantly different from our
estimated value per share. The estimated value per share may not represent current market values or fair values as determined in
accordance with U.S. generally accepted accounting principles (or “GAAP”). Real properties are currently carried at their amortized
cost basis in the Company's financial statements. The estimated value of our real estate assets used in our analysis does not
necessarily represent the value we would receive or accept if the assets were marketed for sale. The market for commercial real
estate can fluctuate and values are expected to change in the future. Further, acquisitions and dispositions of properties will have
an effect on the value of our estimated price per share, which is not reflected in the current estimated price. Moreover, the estimated
per share value of the Company's common stock does not reflect a liquidity discount for the fact that the shares are not currently
traded on a national securities exchange, a discount for the non-assumability or prepayment obligations associated with certain
of the Company's loans and other costs that may be incurred, including any costs of sale of its assets. Accordingly, with respect
to the estimated value per share, we can give no assurance that:
•
•
•
•
a stockholder would be able to resell his or her shares at this estimated value;
a stockholder would ultimately realize distributions per share equal to our estimated value per share upon
liquidation of our assets and settlement of our liabilities or a sale of the Company;
our shares would trade at a price equal to or greater than the estimated value per share if we listed them on a
national securities exchange; or
the methodology used to estimate our value per share would be acceptable to FINRA or that the estimated value
per share will satisfy the applicable annual valuation requirements under the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”)
with respect to employee benefit plans subject to ERISA and other retirement plans or accounts subject to Section
4975 of the Code.
There is no assurance that we will be able to continue paying cash distributions or that distributions will increase over time.
We pay regular monthly cash distributions to our stockholders. However, there are many factors that can affect the availability
and timing of cash distributions such as our ability to earn positive yields on our real estate assets, the yields on securities of other
entities in which we invest, our operating expense levels, as well as many other variables. Our long-term portfolio strategy may
also affect our ability to pay our cash distributions if we are not able to reinvest the capital we receive from our properties
dispositions, in a reasonable amount of time, into assets that generate cash flow yields similar to or greater than the properties
sold. There is no assurance that we will be able to continue paying distributions at the current level or that the amount of distributions
will increase, or not decrease, over time. Even if we are able to continue paying distributions, the actual amount and timing of
distributions is determined by our board of directors in its discretion and typically depends on the amount of funds available for
distribution, which depends on items such as current and projected cash requirements and tax considerations. As a result, our
distribution rate and payment frequency may vary from time to time.
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Funding distributions from sources other than cash flow from operating activities may negatively impact our ability to
sustain or pay future distributions and will result in us having less cash available for other uses, such as property
purchases.
If our cash flow from operating activities is not sufficient to fully fund the payment of distributions, the level of our distributions
may not be sustainable and some or all of our distributions will be paid from other sources. In addition, from time to time, our
business manager has determined, in its sole discretion, to either forgo or defer a portion of the business management fee, which
has had the effect of increasing cash flow from operations for the relevant period because we have not had to use that cash to pay
any fee or reimbursement which was foregone or deferred during the relevant period. For the year ended December 31, 2012, we
paid our business manager a net business management fee of $39.9 million, or approximately 0.35% of our average invested assets
on an annual basis, as well as an investment advisory fee of approximately $1.8 million, both of which together are less than the
1% fee that the business manager could have requested under the express terms of the business manager agreement. Our business
manager did not forgo or defer any portion of its fee for the year ended December 31, 2012. There is no assurance that, in the
future, our business manager will forgo or defer any portion of its business management fee. Further, we would need to use cash
at some point in the future to pay any fee or reimbursement that is deferred. We also may use cash from financing activities,
components of which may include borrowings (including borrowings secured by our assets), as well as proceeds from the sales
of our properties, to fund distributions. To the extent distributions are paid from these sources or gains on sales of assets, we will
have less money available for other uses, such as cash needed to refinance existing indebtedness or for the purchase of new assets.
Risks Related to Conflicts of Interest
There are conflicts of interest between us and affiliates of our sponsor that may affect our acquisition of properties and
financial performance.
During the ten years ended December 31, 2012 our sponsor and Inland Private Capital Corporation (“IPCC”) sponsored, in the
aggregate, three other REITs and 107 real estate exchange private placement limited partnerships and limited liability
companies. Two of the REITs, Inland Diversified Real Estate Trust, Inc. and Inland Real Estate Income Trust, Inc., are
managed by affiliates of our business manager. Inland Real Estate Corporation (or IRC) and Retail Properties of America, Inc.,
(or RPAI) are self-managed, but our sponsor and its affiliates continue to hold a significant investment in these entities. We may
be seeking to buy real estate assets at the same time as certain of these other programs. Further, certain programs sponsored by
our sponsor or IPCC own and manage the type of properties that we own, and in the same geographical areas in which we own
them. Therefore, our properties may compete for tenants with other properties owned and managed by these other programs.
Persons performing services for our property managers may face conflicts of interest when evaluating tenant leasing
opportunities for our properties and other properties owned and managed by these programs, and these conflicts of interest may
have an adverse impact on our ability to attract and retain tenants.
Our sponsor may face a conflict of interest in allocating personnel and resources between its affiliates, our business
manager and our property managers.
We rely, to a great extent, on persons performing services for our business manager and property managers and their affiliates to
manage our day-to-day operations. Some of these persons also provide services to one or more investment programs previously
sponsored by our sponsor. Some of these persons also have ownership interests in these affiliates. These individuals face competing
demands for their time and service and may have conflicts in allocating their time between our business and assets and the business
and assets of our sponsor, its affiliates and the other programs formed and organized by our sponsor. In addition, if another
investment program sponsored by our sponsor decides to internalize its management functions, it may do so by hiring and retaining
certain of the persons currently performing services for our business manager and property managers, and if it did so, would likely
not allow these persons to perform services for us.
We do not have arm's-length agreements with our business manager, our property managers or any other affiliates of our
sponsor.
None of the agreements and arrangements with our business manager, our property managers or any other affiliates of our sponsor
was negotiated at arm's-length. These agreements may contain terms and conditions that are not in our best interest and would not
otherwise be applicable if we entered into arm's length agreements with third parties.
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Our business manager and its affiliates face conflicts of interest caused by their compensation arrangements with us, which
could result in actions that are not in the long-term best interests of our stockholders.
We pay significant fees to our business manager, property managers and other affiliates of our sponsor for services provided to
us. Most significantly, our business manager receives fees based on the aggregate book value, including acquired intangibles, of
our invested assets. Further, our property managers receive fees based on the gross income from properties under management.
Other parties related to, or affiliated with, our business manager or property managers may also receive fees or cost reimbursements
from us. These compensation arrangements may cause these entities to take or not take certain actions. For example, these
arrangements may provide an incentive for our business manager to borrow more money than prudent to increase the amount we
can invest or defer the sale of properties and distribution of proceeds to stockholders to increase management fees. Ultimately,
the interests of these parties in receiving fees may conflict with the interest of our stockholders in earning income on their investment
in our common stock.
While we have developed our own internal acquisition staff, we utilize entities affiliated with our sponsor to identify real
estate assets.
We continue to utilize Inland Real Estate Acquisitions, Inc. (“IREA”) and other affiliates of our sponsor to identify investment
opportunities for us. Other public or private programs sponsored by our sponsor or IPCC also rely on these entities to identify
potential investments. These entities have, in some cases, rights of first refusal or other pre-emptive rights to the properties that
IREA identifies. Our right to acquire properties identified by IREA is subject to the exercise of any prior rights vested in these
entities. We may not, therefore, be presented with opportunities to acquire properties that we otherwise would be interested in
acquiring.
Risks Related to Our Organization and Structure
Stockholders have limited control over changes in our policies and operations.
Our board of directors determines our major policies, including our investment policies and strategies, and policies regarding
financing, debt capitalization, REIT qualification and distributions. Our board of directors may amend or revise certain of these
and other policies without a vote of the stockholders.
Stockholders' interest in us will be diluted if we issue additional shares.
Stockholders do not have preemptive rights to any shares issued by us in the future. Our articles authorize us to issue up to 1.5
billion shares of capital stock, of which 1.46 billion shares are designated as common stock and 40 million are designated as
preferred stock. Future issuances of common stock, including issuances through our distribution reinvestment plan (“DRP”),
reduce the percentage of our shares owned by our current stockholders who do not participate in future stock issuances. Stockholders
are generally not entitled to vote on whether or not we issue additional shares. In addition, depending on the terms and pricing of
an additional offering of our shares and the value of our properties, our stockholders may experience dilution in the book value
and value of their shares. Further, our board could authorize the issuance of stock with terms and conditions that could subordinate
the rights of the holders of our current common stock or have the effect of delaying, deferring or preventing a change in control
in us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that
might provide a premium price for our stockholders.
Stockholders' returns may be reduced if we are required to register as an investment company under the Investment
Company Act.
We are not registered, and do not intend to register our company or any of our subsidiaries, as an investment company under the
Investment Company Act of 1940, as amended (the “Investment Company Act”). If we or any of our subsidiaries become obligated
to register as an investment company, the registered entity would have to comply with regulation under the Investment Company
Act with respect to capital structure (including the registered entity's ability to use borrowings), management, operations,
transactions with affiliated persons (as defined in the Investment Company Act) and portfolio composition, including disclosure
requirements and restrictions with respect to diversification and industry concentration, and other matters. Compliance with the
Investment Company Act would limit our ability to make certain investments and require us to significantly restructure our
operations and business plan. The costs we would incur and the limitations that would be imposed on us as a result of such
compliance and restructuring would negatively affect the value of our common stock, our ability to make distributions and the
sustainability of our business and investment strategies.
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We believe that neither we nor any subsidiaries we own fall within the definition of an investment company under Section 3(a)
(1) of the Investment Company Act because we primarily engage in the business of investing in real property, through our wholly
or majority owned subsidiaries, each of which has at least 60% of their assets in real property. The company conducts its operations,
directly and through wholly or majority-owned subsidiaries, so that none of the company and its subsidiaries is registered or will
be required to register as an investment company under the Investment Company Act. Section 3(a)(1) of the Investment Company
Act, in relevant part, defines an investment company as (i) any issuer that is, or holds itself out as being, engaged primarily in the
business of investing, reinvesting or trading in securities., or (ii) any issuer that is engaged, or proposes to engage, in the business
of investing, reinvesting, owning, holding or trading in securities and owns, or proposes to acquire, “investment securities” having
a value exceeding 40% of the value of its total assets (exclusive of government securities and cash items) on an unconsolidated
basis, which we refer to as the “40% test.” The term “investment securities” generally includes all securities except government
securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the
exemption from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
We and our subsidiaries are primarily engaged in the business of investing in real property and, as such, fall outside of the definition
of an investment company under Section 3(a)(1)(A) of the Investment Company Act. We also conduct our operations and the
operations of our subsidiaries so that each complies with the 40% test.
Accordingly, we believe that neither we nor any of our wholly and majority-owned subsidiaries are considered investment
companies under either Section 3(a)(1)(A) or Section 3(a)(1)(C) of the Investment Company Act. If we or any of our wholly or
majority-owned subsidiaries would ever inadvertently fall within one of the definitions of “investment company,” we intend to
rely on the exemption provided by Section 3(c)(5)(C) of the Investment Company Act. To rely upon Section 3(c)(5)(C) of the
Investment Company Act as it has been interpreted by the SEC staff, an entity would have to invest at least 55% of its total assets
in “mortgage and other liens on and interests in real estate,” which we refer to as “qualifying real estate investments” and maintain
an additional 25% of its total assets in qualifying real estate investments or other real estate-related assets. The remaining 20%
of the entity's assets can consist of miscellaneous assets. These criteria may limit what we buy, sell and hold.
We classify our assets for purposes of Section 3(c)(5)(C) based in large measure upon no-action letters issued by the SEC staff
and other interpretive guidance provided by the SEC and its staff. The no-action positions are based on factual situations that may
be substantially different from the factual situations we may face, and a number of these no-action positions were issued more
than twenty years ago. Pursuant to this guidance, and depending on the characteristics of the specific investments, certain mortgage-
backed securities, other mortgage-related instruments, joint venture investments and the equity securities of other entities may not
constitute qualifying real estate assets, and therefore, we may limit our investments in these types of assets. The SEC or its staff
may not concur with the way we classify our assets. Future revisions to the Investment Company Act or further guidance from
the SEC or its staff may cause us to no longer be in compliance with the exemption from the definition of an “investment company”
provided by Section 3(c)(5)(C) and may force us to re-evaluate our portfolio and our investment strategy. For example, on August
31, 2011 the SEC issued a concept release and request for comments regarding the Section 3(c)(5)(C) exemption (Release No.
IC-29778) in which it contemplated the possibility of issuing new rules or providing new interpretations of the exemption that
might, among other things, define the phrase “liens on and other interests in real estate” or consider sources of income in determining
a company's “primary business.” To the extent that the SEC or its staff provides more specific or different guidance, we may be
required to adjust our strategy accordingly. Any additional guidance from the SEC or its staff could provide additional flexibility
to us, or it could further inhibit our ability to pursue the strategies we have chosen.
A change in the value of any of our assets could cause us to fall within the definition of “investment company” and negatively
affect our ability to be free from registration and regulation under the Investment Company Act. To avoid being required to register
the company or any of its subsidiaries as an investment company under the Investment Company Act, we may be unable to sell
assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. Sales may be required
during adverse market conditions, and we could be forced to accept a price below that which we would otherwise consider
acceptable. In addition, we may have to acquire additional income or loss generating assets that we might not otherwise have
acquired or may have to forgo opportunities to acquire interests in companies that we would otherwise want to acquire and would
be important to our investment strategy. Any such selling, acquiring or holding of assets driven by Investment Company Act
considerations could negatively affect the value of our common stock, our ability to make distributions and the sustainability of
our business and investment strategies.
If we or our subsidiaries were required to register as an investment company but failed to do so, we or the applicable subsidiary
would be prohibited from engaging in our or its business, and criminal and civil actions could be brought against us or the applicable
subsidiary. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint a
receiver to take control of us and liquidate our business.
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Maryland law and our organizational documents limit a stockholder's right to bring claims against our officers and
directors.
Subject to the limitations set forth in our articles, a director will not have any liability for monetary damages under Maryland law
so long as he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interest,
and with the care that an ordinary prudent person in a like position would use under similar circumstances. In addition, our articles,
in the case of our directors, officers, employees and agents, and the business management agreement and the property management
agreements, in the case of our business manager and property managers, respectively, require us to indemnify these persons for
actions taken by them in good faith and without negligence or misconduct, or, in the case of our independent directors, actions
taken in good faith without gross negligence or willful misconduct. As a result, we and our stockholders may have more limited
rights against these persons than might otherwise exist under common law. In addition, we may be obligated to fund the defense
costs incurred by these persons in some cases.
Our board of directors may, in the future, adopt certain measures under Maryland law without stockholder approval that
may have the effect of making it less likely that stockholders would receive a “control premium” for their shares.
Corporations organized under Maryland law are permitted to protect themselves from unsolicited proposals or offers to acquire
the company. Although we are not subject to these provisions, our stockholders could approve an amendment to our articles
eliminating this restriction. If we do become subject to these provisions, our board of directors would have the power under
Maryland law to, among other things, amend our articles without stockholder approval to:
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stagger our board of directors into three classes;
require a two-thirds vote of stockholders to remove directors;
empower only remaining directors to fill any vacancies on the board;
provide that only the board can fix the size of the board;
provide that all vacancies on the board, regardless of how the vacancy was created, may be filled only by the
affirmative vote of a majority of the remaining directors in office; and
require that special stockholders meetings be called only by holders of a majority of the voting shares entitled
to be cast at the meeting.
These provisions may discourage an extraordinary transaction, such as a merger, tender offer or sale of all or substantially all of
our assets, all of which might provide a premium price for a stockholder's shares.
Further, under the Maryland Business Combination Act, we may not engage in any merger or other business combination with an
“interested stockholder” or any affiliate of that interested stockholder for a period of five years after the most recent purchase of
stock by the interested stockholder. After the five-year period ends, any merger or other business combination with the interested
stockholder must be recommended by our board of directors and approved by the affirmative vote of at least:
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80% of all votes entitled to be cast by holders of outstanding shares of our voting stock; and
two-thirds of all of the votes entitled to be cast by holders of outstanding shares of our voting stock other than
those shares owned or held by the interested stockholder unless, among other things, our stockholders receive
a minimum payment for their common stock equal to the highest price paid by the interested stockholder for its
common stock.
Our articles exempt any business combination involving us and The Inland Group or any affiliate of The Inland Group, including
our business manager and property managers, from the provisions of this law.
Our articles place limits on the amount of common stock that any person may own without the prior approval of our board
of directors.
To qualify as a REIT, no more than 50% of the outstanding shares of our common stock may be beneficially owned, directly or
indirectly, by five or fewer individuals at any time during the last half of each taxable year. Our articles prohibit any persons or
groups from owning more than 9.8% of our common stock without the prior approval of our board of directors. These provisions
may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction such as
a merger, tender offer or sale of all or substantially all of our assets that might involve a premium price for holders of our common
stock. Further, any person or group attempting to purchase shares exceeding these limits could be compelled to sell the additional
shares and, as a result, to forfeit the benefits of owning the additional shares.
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Our articles permit our board of directors to issue preferred stock on terms that may subordinate the rights of the holders of
our current common stock or discourage a third party from acquiring us.
Our board of directors is permitted, subject to certain restrictions set forth in our articles, to issue up to forty million shares of
preferred stock without stockholder approval. Further, subject to certain restrictions set forth in our articles, our board may classify
or reclassify any unissued preferred stock and establish the preferences, conversions or other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications, and terms or conditions of redemption of any preferred stock.
Thus, our board of directors could authorize us to issue shares of preferred stock with terms and conditions that could subordinate
the rights of the holders of our common stock or have the effect of delaying, deferring or preventing a change in control of us,
including an extraordinary transaction such as a merger, tender offer or sale of all or substantially all of our assets, that might
provide a premium price for holders of our common stock.
Maryland law limits, in some cases, the ability of a third party to vote shares acquired in a “control share acquisition.”
Under the Maryland Control Share Acquisition Act, persons or entities owning “control shares” of a Maryland corporation acquired
in a “control share acquisition” have no voting rights with respect to those shares except to the extent approved by a vote of two-
thirds of the corporation's disinterested stockholders. Shares of stock owned by the acquirer or by officers or directors who are
employees of the corporation, are not considered disinterested for these purposes. “Control shares” are shares of stock that, taken
together with all other shares of stock the acquirer previously acquired, would entitle the acquirer to exercise voting power in
electing directors within one of the following ranges of voting power:
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one-tenth or more but less than one-third of all voting power;
one-third or more but less than a majority of all voting power; or
a majority or more of all voting power.
Control shares do not include shares of stock the acquiring person is entitled to vote as a result of having previously obtained
stockholder approval. A “control share acquisition” means the acquisition of control shares, subject to certain exceptions. The
Control Share Acquisition Act does not apply to (1) shares acquired in a merger, consolidation or share exchange if the
corporation is a party to the transaction or (2) acquisitions approved or exempted by our articles or bylaws. Our articles exempt
transactions between us and The Inland Group and its affiliates, including our business manager and property managers, from
the limits imposed by the Control Share Acquisition Act. This statute could have the effect of discouraging offers from third
parties to acquire us and increase the difficulty of successfully completing this type of offer by anyone other than The Inland
Group and its affiliates.
Federal Income Tax Risks
If we fail to qualify as a REIT, we will have less cash to distribute to our stockholders.
Our qualification as a REIT depends on our ability to meet requirements regarding our organization and ownership, distributions
of our income, the nature and diversification of our income and assets as well as other tests imposed by the Internal Revenue Code
of 1986, as amended (the “Code”). We cannot assure you that our actual operations for any one taxable year will satisfy these
requirements. Further, new legislation, regulations, administrative interpretations or court decisions could significantly affect our
ability to qualify as a REIT and/or the federal income tax consequences of our qualification as a REIT. If we were to fail to qualify
as a REIT and did not qualify for certain statutory relief provisions:
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we would not be allowed to deduct distributions paid to stockholders when computing our taxable income;
we would be subject to federal, state and local income tax (including any applicable alternative minimum tax)
on our taxable income at regular corporate rates;
we would be disqualified from being taxed as a REIT for the four taxable years following the year during which
we failed to qualify, unless we qualify for certain statutory relief provisions;
we would have less cash to pay distributions to stockholders; and
we may be required to borrow additional funds or sell some of our assets in order to pay the corporate tax
obligations we may incur as a result of being disqualified.
In addition, if we were to fail to qualify as a REIT, all distributions to stockholders that we did pay would be subject to tax as
regular corporate dividends to the extent of our current and accumulated earnings and profits. This means that our U.S. stockholders
who are taxed at individual rates would be taxed on our dividends at long-term capital gains rates of up to 20% and that our
corporate stockholders generally would be entitled to the dividends received deduction with respect to such dividends, subject, in
each case, to applicable limitations under the Code.
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We are seeking closing agreements with the Internal Revenue Service (the “IRS”) granting us relief for potential failures to
satisfy certain REIT qualification requirements, and we may have to pay a significant penalty even if the IRS grants our
requests.
A REIT is subject to a number of organizational and operational requirements, including a requirement that it currently distributes
at least 90% of its REIT taxable income (subject to certain adjustments) to its stockholders (the “90% Distribution Test”). We have
identified certain distribution and stockholder reimbursement practices that may have caused certain dividends paid by the
consolidated Inland American REIT and MB REIT (Florida), Inc. (“MB REIT”) to be treated as preferential dividends, which
cannot be used to satisfy the 90% Distribution Requirement. We have also identified the ownership of certain assets by the Inland
American REIT and MB REIT that may have violated a REIT qualification requirement that prohibits a REIT from owning
"securities" of any one issuer in excess of 5% of the REIT's total assets at the end of any calendar quarter (the "5% Securities
Test"). In order to provide greater certainty with respect to the qualification of the Inland American REIT and MB REIT as REITs
for federal income tax purposes, management concluded that it was in our best interest and the best interest of our stockholders
to request closing agreements from the Internal Revenue Service ("IRS") for both the Inland American REIT and MB REIT with
respect to such matters. Accordingly, on October 31, 2012, MB REIT filed a request for a closing agreement with the IRS.
Additionally, we filed a separate request for a closing agreement on behalf of the Inland American REIT on March 7, 2013.
We identified certain aspects of the calculation of certain dividends on MB REIT's preferred stock and also aspects of the operation
of certain "set aside" provisions with respect to accrued but unpaid dividends on certain classes of MB REIT's preferred stock that
may have caused certain dividends to be treated as preferential dividends. In the case of the Inland American REIT, management
identified certain aspects of the operation of the dividend reinvestment plan and distribution procedures and also certain
reimbursements of stockholder expenses that may have caused certain dividends to be treated as preferential dividends. If these
practices resulted in preferential dividends, the Inland American REIT and MB REIT would not have satisfied the 90% Distribution
Requirement and thus may not have qualified as REITs, which would result in substantial corporate tax liability for the years in
which the Inland American REIT or MB REIT failed to qualify as REITs.
In addition, the Inland American REIT and MB REIT made certain overnight investments in bank commercial paper. While the
Code does not provide a specific definition of “cash item”, we believe that overnight commercial paper should be treated as a
“cash item”, which is not treated as a “security” for purposes of the 5% Securities Test. If treated as a "security", the bank commercial
paper would appear to have represented more than 5% of the respective REIT's total assets at the end of certain calendar quarters.
In the event this commercial paper is treated as a "security", we anticipate that we would be required to pay corporate income tax
on the income earned with respect to the portion of the commercial paper that violated the 5% Securities Test.
We can provide no assurance that the IRS will accept the Inland American REIT's or MB REIT's closing agreement requests. Even
if the IRS accepts those requests, the Inland American and MB REIT may be required to pay a penalty which could be significant.
To maintain REIT status, we may be forced to borrow funds or dispose of assets during unfavorable market conditions to
make distributions to our stockholders, which could increase our operating costs and decrease the value of an investment in
our company.
To qualify as a REIT, we must distribute 90% of our REIT taxable income (which is determined without regard to the dividends-
paid deduction or net capital gain) to our stockholders each year. At times, we may not have sufficient funds to satisfy these
distribution requirements and may need to borrow funds or dispose of assets to make these distributions and maintain our REIT
status and avoid the payment of income and excise taxes. Our inability to satisfy the distribution requirements with operating cash
flow could result from (1) differences in timing between the actual receipt of cash and inclusion of income for federal income tax
purposes; (2) the effect of non-deductible capital expenditures; (3) the creation of reserves; or (4) required debt amortization
payments. We may need to borrow funds at times when market conditions are unfavorable. Further, if we are unable to borrow
funds when needed for this purpose, we would have to find alternative sources of funding or risk losing our status as a REIT.
Even if we qualify as a REIT, we may face other tax liabilities that reduce our cash flows.
Even if we qualify for taxation as a REIT, we may be subject to certain federal, state and local taxes on our income and assets.
For example:
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We will be subject to tax on any undistributed income. We will be subject to a 4% nondeductible excise tax on
the amount, if any, by which distributions we pay in any calendar year plus amounts retained for which federal
income tax was paid are less than the sum of 85% of our ordinary income, 95% of our capital gain net income
and 100% of our undistributed income from prior years.
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If we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the
ordinary course of business or other non-qualifying income from foreclosure property, we must pay a tax on
that income at the highest corporate income tax rate.
If we sell a property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary
course of business, our gain would be subject to the 100% “prohibited transactions” tax.
Our taxable REIT subsidiaries are subject to regular corporate federal, state and local taxes.
We will be subject to a 100% penalty tax on transactions with a taxable REIT subsidiary that are not conducted
on an arm's-length basis.
Any of these taxes would decrease cash available for distributions to our stockholders.
The prohibited transactions tax may limit our ability to dispose of our properties.
A REIT's net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other
dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business.
We may be subject to the prohibited transactions tax equal to 100% of net gain upon a disposition of a property. As part of our
plan to refine our portfolio, we have selectively disposed of certain of our properties in the past and intend to make additional
dispositions in the future. Although a safe harbor to the characterization of the sale of property by a REIT as a prohibited transaction
is available, not all of our past dispositions have qualified for that safe harbor and some or all of our future dispositions may not
qualify for that safe harbor. We believe that our past dispositions will not be treated as prohibited transactions, and we intend to
avoid disposing of property that may be characterized as held primarily for sale to customers in the ordinary course of business.
Consequently, we may choose not to engage in certain sales of our properties or may conduct such sales through a taxable REIT
subsidiary, which would be subject to federal, state and local income taxation.
We may fail to qualify as a REIT if the IRS successfully challenges the valuation of our common stock used for purposes of
our DRP.
In order to satisfy the 90% Distribution Requirement, the dividends we pay must not be “preferential.” A dividend determined to
be preferential will not qualify for the dividends paid deduction. To avoid paying preferential dividends, we must treat every
stockholder of a class of stock with respect to which we make a distribution the same as every other stockholder of that class, and
we must not treat any class of stock other than according to its dividend rights as a class. For example, if certain stockholders
receive a distribution that is more or less than the distributions received by other stockholders of the same class, the distribution
will be preferential. If any part of a distribution is preferential, none of that distribution will be applied towards satisfying the 90%
Distribution Requirement.
Stockholders participating in our DRP receive distributions in the form of shares of our common stock rather than in cash. Currently,
the purchase price per share under our DRP is equal to 100% of the “market price” of a share of our common stock. Because our
common stock is not yet listed for trading, for these purposes, “market price” means the fair market value of a share of our common
stock, as estimated by us. In the past, our DRP has offered participants the opportunity to acquire newly-issued shares of our
common stock at a discount to the “market price.” Pursuant to an IRS ruling, the prohibition on preferential dividends does not
prohibit a REIT from offering shares under a distribution reinvestment plan at discounts of up to 5% of fair market value, but a
discount in excess of 5% of the fair market value of the shares would be considered a preferential dividend. Any discount we have
offered in the past was intended to fall within the safe harbor for such discounts set forth in the ruling published by the IRS.
However, the fair market value of our common stock has not been susceptible to a definitive determination. If the purchase price
under our DRP is deemed to have been at more than a 5% discount at any time, we would be treated as having paid one or more
preferential dividends. Similarly, we would be treated as having paid one or more preferential dividends if the IRS successfully
asserted that the value of the common stock distributions paid to stockholders participating in our DRP exceeded on a per-share
basis the cash distribution paid to our other stockholders, which could occur if the IRS successfully asserted that the fair market
value of our common stock exceeded the “market value” used for purposes of calculating the distributions under our DRP. If we
are determined to have paid preferential dividends as a result of our DRP, we would likely fail to qualify as a REIT.
Complying with the REIT requirements may force us to liquidate otherwise attractive investments.
To maintain qualification as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets
consists of cash, cash items, government securities and qualified real estate assets, including shares of stock in other REITs, certain
mortgage loans and mortgage-backed securities. The remainder of our investment in securities (other than governmental securities,
qualified real estate assets and securities of taxable REIT subsidiaries) generally cannot include more than 10% of the outstanding
voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition,
in general, no more than 5% of the value of our assets (other than government securities, qualified real estate assets and securities
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of taxable REIT subsidiaries) can consist of the securities of any one issuer, and no more than 25% of the value of our total securities
can be represented by securities of one or more taxable REIT subsidiaries. If we fail to comply with these requirements at the end
of any calendar quarter, we must correct the failure within thirty days after the end of the calendar quarter to avoid losing our
REIT status and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments
in order to maintain our REIT status.
If our leases are not respected as true leases for federal income tax purposes, we would fail to qualify as a REIT.
To qualify as a REIT, we must satisfy two gross income tests, pursuant to which specified percentages of our gross income must
be passive income such as rent. For the rent we receive under our lease to be treated as qualifying income for purposes of the gross
income tests, the leases must be respected as true leases for federal income tax purposes and must not be treated as service contracts,
joint ventures or some other type of arrangement. There are no controlling Treasury regulations, published rulings or judicial
decisions involving leases with terms substantially the same as our hotel leases that discuss whether such leases constitute true
leases for federal income tax purposes. We believe that all of our leases, including our hotel leases, will be respected as true leases
for federal income tax purposes. There can be no assurance, however, that the IRS will agree with this characterization. If a
significant portion of our leases were not respected as true leases for federal income tax purposes, we would not be able to satisfy
either of the two gross income tests and each would likely lose its REIT status.
If MB REIT failed to qualify as a REIT, we would likely fail to qualify as a REIT.
We own 100% of the common stock of MB REIT, which owns a significant portion of our properties and has elected to be taxed
as a REIT for federal income tax purposes. MB REIT is subject to the various REIT qualification requirements and other limitations
that apply to us. We believe that MB REIT has operated and will continue to operate in a manner to permit it to qualify for taxation
as a REIT for federal income tax purposes. However, if MB REIT were to fail to qualify as a REIT, then (1) MB REIT would
become subject to regular corporation income tax and (2) our ownership of shares MB REIT would cease to be a qualifying real
estate asset for purposes of the 75% asset test applicable to REITs and would become subject to the 5% asset test, the 10% vote
test, and the 10% value test generally applicable to our ownership in corporations other than REITs, qualified REIT subsidiaries
and taxable REIT subsidiaries. If MB REIT were to fail to qualify as a REIT, we would not satisfy the 5% asset test, the 10% value
test, or the 10% vote test, in which event we would fail to qualify as a REIT unless we qualified for certain statutory relief provisions.
If our hotel managers do not qualify as “eligible independent contractors,” we would fail to qualify as a REIT.
Rent paid by a lessee that is a “related party tenant” of ours will not be qualifying income for purposes of the two gross income
tests applicable to REITs. We lease our hotels to our certain of our taxable REIT subsidiaries. A taxable REIT subsidiary will not
be treated as a “related party tenant,” and will not be treated as directly operating a lodging facility, which is prohibited, to the
extent that hotels that our taxable REIT subsidiaries lease are managed by an “eligible independent contractor.”
We believe that the rent paid by our taxable REIT subsidiaries that lease our hotels is qualifying income for purposes of the REIT
gross income tests and that our taxable REIT subsidiaries qualify to be treated as “taxable REIT subsidiaries” for federal income
tax purposes, but there can be no assurance that the IRS will not challenge this treatment or that a court would not sustain such a
challenge. If the IRS successfully challenged this treatment, we would likely fail to satisfy the asset tests applicable to REITs and
a significant portion of our income would fail to qualify for the gross income tests. If we failed to satisfy either the asset or gross
income tests, we would likely lose our REIT qualification for federal income tax purposes, unless we qualified for certain statutory
relief provisions.
If our hotel managers do not qualify as “eligible independent contractors,” we may fail to qualify as a REIT. Each of the hotel
management companies that enters into a management contract with our taxable REIT subsidiaries that lease our hotels must
qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to us by taxable REIT subsidiaries
to be qualifying income for gross income tests. Among other requirements, in order to qualify as an eligible independent contractor,
(1) a manager must be actively engaged in the trade or business of operating hotels for third parties at the time the manger enters
into a management contract with a taxable REIT subsidiary lessee and (2) the manager must not own more than 35% of our
outstanding shares (by value) and no person or group of persons can own more than 35% of our outstanding shares and the
ownership interests of the manager. Although we believe that all of our hotel managers qualify as eligible independent contractors,
no complete assurance can be provided that the IRS will not successfully challenge that position.
Complying with REIT requirements may limit our ability to hedge effectively.
The REIT provisions of the Code may limit our ability to hedge the risks inherent to our operations. Under current law, any income
that we generate from derivatives or other transactions intended to hedge our interest rate risk with respect to borrowings made
24
to acquire or carry real estate assets generally will not constitute gross income for purposes of the two gross income tests applicable
to REITs, so long as we clearly identify any such transactions as hedges for tax purposes before the close of the day on which they
are acquired or entered into and we satisfy other identification requirements. In addition, any income from other hedging transactions
would generally not constitute gross income for purposes of both the gross income tests. Accordingly, we may have to limit the
use of hedging techniques that might otherwise be advantageous, which could result in greater risks associated with interest rate
or other changes than we would otherwise incur.
Legislative or regulatory action could adversely affect you.
Changes to the tax laws are likely to occur, and these changes may adversely affect the taxation of our stockholders. Any such
changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets.
Future legislation might result in a REIT having fewer tax advantages, and it could become more advantageous for a company
that invests in real estate to elect to be taxed, for federal income tax purposes, as a corporation. As a result, our charter provides
our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause
us to be taxed as a corporation, without the vote of our stockholders. Our board of directors has fiduciary duties to us and our
stockholders and could only cause changes in our tax treatment if it determines in good faith that such changes are in the best
interest of our stockholders. You are urged to consult with your own tax advisor with respect to the status of legislative, regulatory
or administrative developments and proposals and their potential effect on an investment in our stock.
The taxation of dividends may adversely affect the value of our stock.
The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are taxed at individual rates
is 20%. Dividends payable by REITs, however, are generally not eligible for the reduced rates on qualified dividend income. The
more favorable rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates
to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay
dividends, which could adversely affect the value of the shares of REITs, including our stock.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We own interests in retail, lodging, office, industrial, and multi-family properties. As of December 31, 2012, we, directly or
indirectly, including through joint ventures in which we have a controlling interest, owned an interest in 706 properties,
excluding our lodging and development properties, located in 38 states and the District of Columbia. In addition, we, through
our wholly-owned subsidiaries, Inland American Winston Hotels, Inc., Inland American Orchard Hotels, Inc., Inland American
Urban Hotels, Inc., and Inland American Lodging Corporation, own 88 lodging properties in 27 states and the District of
Columbia. (Dollar amounts stated in thousands, except for revenue per available room, average daily rate and average rent per
square foot).
General
The following table sets forth information regarding the ten largest individual tenants in descending order based on annualized
rent paid in 2012 but excluding our lodging, multi-family, and development properties. Annualized rent is computed as
revenue for the last month of the period multiplied by twelve months. Average rent per square foot is computed as annualized
rent divided by the total occupied square footage at the end of the period. Annualized rent includes rent abatements, lease
inducements and straight-line rent GAAP adjustments. Physical occupancy is defined as the percentage of total gross leasable
area actually used or occupied by a tenant. Economic occupancy is defined as the percentage of total gross leasable area for
which a tenant is obligated to pay rent under the terms of its lease agreement, regardless of the actual use or occupation by that
tenant of the area being leased.
25
Tenant Name
SunTrust Banks, Inc.
Type
Retail / Office
AT&T, Inc.
Sanofi-Aventis
Office
Office
United Healthcare Services Office
C&S Wholesalers
Industrial
Atlas Cold Storage
Stop N Shop
The Geo Group, Inc.
Best Buy
Ross Dress for Less
Industrial
Retail
Industrial
Retail
Retail
2012
Annualized
Rental
Income ($)
% of Total
Income
Square
Footage
% of Total
Square
Footage
55,085
44,327
18,034
17,532
15,998
14,342
10,604
9,850
9,033
8,717
10.19%
8.20%
3.34%
3.24%
2.96%
2.65%
1.96%
1.82%
1.67%
1.61%
2,234,163
3,404,451
736,572
1,210,670
3,031,295
1,896,815
601,652
301,029
641,839
831,741
5.21%
7.93%
1.72%
2.82%
7.06%
4.42%
1.40%
0.70%
1.50%
1.94%
The following sections set forth certain summary information about the character of the properties that we owned at
December 31, 2012. Certain of the Company’s properties are encumbered by mortgages, totaling $5,894,443. Additional detail
about the properties can be found on Schedule III – Real Estate and Accumulated Depreciation.
Retail Segment
As of December 31, 2012, our retail segment consisted of 585 properties. Our retail segment is centered on 150 multi-tenant
properties with an average of approximately 135,000 square feet of total space, located in stable communities, primarily in the
southwest and southeast regions of the country. Our retail tenants are largely necessity-based retailers such as grocery and
pharmacy, as well as moderate-fashion shoes and clothing retailers, and services such as banking. We own the following types
of retail centers:
• The majority of our single tenant retail properties are bank branches operated by SunTrust Banks, Inc. The bank
branches typically offer a wide range of face-to-face or automated banking services to their customers and are often
located on corners or out parcels. Typically, these tenants pay rents with contractual increases over time and bear
virtually all expenses associated with operating the facility.
• Community or neighborhood centers are generally open air and designed for tenants that offer a larger array of apparel
and other soft goods. Typically, these centers contain anchor stores and other national retail tenants. Our neighborhood
shopping centers are generally in-line strip centers with a grocery store anchor, a drugstore, and other small retailers.
Tenants of these centers typically offer necessity-based products.
•
Power centers consist of several anchors, such as department stores, off-price stores, warehouse clubs or stores that
offer a large selection of merchandise. Typically, the number of specialty tenants is limited.
We have not experienced bankruptcies or receivable write-offs in our retail portfolio that have materially impacted our result of
operations. Our multi-tenant retail business is not highly dependent on specific retailers or specific retail industries, which we
believe shields the portfolio from significant revenue variances over time.
The following table reflects the types of properties within our retail segment as of December 31, 2012.
Retail Properties
Bank Branch
Community & Neighborhood Center
Power Center
Number of
Properties
Total Gross
Leasable
Area (Sq.Ft.)
435
101
49
585
2,351,816
9,762,429
10,150,058
22,264,303
% of
Economic
Occupancy
as of
December 31,
2012
Total # of
Financially
Active Leases
as of
December 31,
2012
Sum of
Annualized
Rent ($)
Average Rent
PSF ($)
99%
92%
92%
93%
434
1,311
1,006
2,751
58,045
129,034
122,453
309,532
24.98
14.22
13.17
14.95
26
The following table represents lease expirations for the retail segment:
Lease Expiration Year
Number of
Expiring Leases
GLA of
Expiring Leases
(Sq. Ft.)
Annualized
Rent of
Expiring Leases
($000)
Percent of Total
GLA
Percent of Total
Annualized
Rent
Expiring Rent/
Square Foot ($)
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
416
327
359
320
625
289
87
64
64
61
1,290,146
2,083,316
2,385,015
1,932,328
3,225,891
2,214,786
1,439,213
996,004
681,484
865,229
Thereafter
139
2,751
3,584,419
20,697,831
20,563
29,716
29,927
27,408
67,818
38,989
17,490
13,782
9,955
12,107
42,499
310,254
6.2%
10.1%
11.5%
9.3%
15.6%
10.7%
7.0%
4.8%
3.3%
4.2%
17.3%
100%
6.6%
9.6%
9.7%
8.8%
21.9%
12.6%
5.6%
4.4%
3.2%
3.9%
13.7%
100%
15.94
14.26
12.55
14.18
21.02
17.60
12.15
13.84
14.61
13.99
11.86
14.99
We have staggered our lease expirations so that we can manage lease rollover. The percentage of leases expiring each year over
the next ten years, as a percentage of annualized rent, averages approximately 9%. In 2017 and 2018, the percentage of leases
expiring is higher than average. Of the leases expiring in 2017 and 2018, 52% and 44%, respectively, relate to our large
portfolio of bank branches. We believe this is a manageable percentage of lease rollover.
Lodging Segment
Lodging facilities have characteristics different from those found in office, retail, industrial, and multi-family properties.
Revenue, operating expenses, and net income of lodging properties are directly tied to the daily hotel sales operation whereas
these other asset classes generate revenue from medium to long-term lease contracts. We believe lodging facilities have the
benefit of capturing increased revenue opportunities on a daily or weekly basis but are also subject to immediate decreases in
lodging revenue as a result of declines in daily rental rates and/or daily occupancy when demand is reduced. Due to seasonality,
we expect our lodging revenues to be greater during the second and third quarters with lower revenues in the first and fourth
quarters.
We follow two practices common for REITs that own lodging properties: 1) association with national franchise organizations
and 2) management of the properties by third-party hotel managers. We have aligned our portfolio with what we believe are the
top franchise enterprises in the lodging industry: Marriott, Hilton, Intercontinental, Hyatt, Wyndham, Fairmont and Starwood
Hotels. By entering into franchise agreements with these organizations, we believe our lodging operations benefit from
enhanced advertising, marketing, and sales programs through the franchisor (in this case, the organization) while the franchisee
(in this case, us) pays only a fraction of the overall cost for these programs. We believe effective TV, radio, print, on-line, and
other forms of advertisement are necessary to draw customers to our lodging facilities, thus, creating higher occupancy and
rental rates, and increased revenue. Additionally, by using the franchise system we are also able to benefit from the frequent
traveler rewards programs or “point awards” systems of the franchisor which we believe further bolsters occupancy and overall
daily rental rates.
The majority of our lodging facilities and these franchise enterprises are classified in the “upscale” or “upper-upscale” lodging
categories. The classifications are defined by Smith Travel Research, an independent provider of lodging industry statistical
data. The classification of a property is based on lodging industry standards, which take into consideration many factors such
as guest facilities and amenities, level of service and quality of accommodations.
27
The following table reflects the types of properties within our lodging segment as of December 31, 2012.
Number
of
Properties
Number of
Rooms
Average
Occupancy for
the Year ended
December 31,
2012
Average Revenue Per
Available Room for
the Year ended
December 31, 2012 ($)
Average Daily
Rate for the
Year 2012 ($)
1
18
62
7
88
545
5,968
8,888
944
16,345
61%
70%
75%
73%
73%
94
102
93
86
95
153
145
125
119
132
Lodging Properties
Luxury
Upper-Upscale
Upscale
Upper-Midscale
Office Segment
Our investments in office properties largely represent assets leased to and occupied by either a diverse group of tenants or to a
single tenant that fully occupies the leased space. Examples of our multi-tenant properties include Dulles Executive Plaza and
Worldgate Plaza, both located in metropolitan Washington D.C., with space leased to high-technology companies and federal
government contractors. Examples of our single tenant properties include three buildings leased and occupied by AT&T and
located in three distinct US office markets—Chicago, Illinois, St. Louis, Missouri, and Cleveland, Ohio. In addition, our single
tenant office portfolio includes bank offices leased on a net basis to SunTrust Banks, Inc., with locations in the east and
southeast regions of the country.
The following table reflects the types of properties within our office segment as of December 31, 2012.
Office Properties
Single-Tenant
Multi-Tenant
Number
of
Properties
Total Gross
Leasable Area
(Sq. Ft.)
% of Economic
Occupancy as of
December 31, 2012
Total # of
Financially
Active Leases as
of December 31, 2012
Sum of
Annualized
Rent ($)
Average Rent
PSF ($)
31
11
42
7,416,539
2,809,961
10,226,500
95%
88%
93%
30
235
265
98,023
48,234
146,257
13.22
17.17
14.30
28
The following table represents lease expirations for the office segment:
Lease Expiration Year
Number of
Expiring Leases
GLA of Expiring
Leases (Sq. Ft.)
Annualized
Rent of Expiring
Leases ($)
Percent of
Total GLA
Percent of Total
Annualized
Rent
Expiring
Rent/Square
Foot ($)
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Thereafter
39
47
46
37
25
23
10
5
12
6
15
265
603,670
165,344
400,062
2,563,098
1,858,187
519,760
753,210
425,102
1,310,978
100,669
786,817
9,486,897
9,010
2,513
7,261
39,216
23,430
11,082
9,894
3,971
19,343
2,178
18,964
146,861
6.4%
1.7%
4.2%
27.0%
19.6%
5.5%
7.9%
4.5%
13.8%
1.1%
8.3%
100%
6.1%
1.7%
4.9%
26.7%
16.0%
7.5%
6.7%
2.7%
13.2%
1.5%
12.9%
100%
14.93
15.20
18.15
15.30
12.61
21.32
13.14
9.34
14.75
21.63
24.10
15.48
The percentage of leases expiring each year over the next ten years, as a percentage of annualized rent, averages approximately
9%. In 2016 and 2017, 61% and 69%, respectively, of the lease expirations relate to two properties leased by AT&T. In 2016,
the lease expires for a property with approximately 1.7 million square feet, occupied by AT&T in Hoffman Estates, Illinois,
which is in the greater metro Chicago market. In 2017, the lease expires for a property with approximately 1.5 million square
feet, occupied by AT&T in St. Louis, Missouri. We believe this is a manageable percentage of lease rollover.
Industrial Segment
Our industrial segment is comprised of four types of properties: distribution centers, specialty distribution centers, charter
schools, and correctional facilities. Our distribution centers are warehouses or other specialized buildings which stock products
to be distributed to retailers, wholesalers or directly to consumers. Some properties are located in what we believe are active
and sought-after industrial markets, such as the O’Hare airport market of Chicago, Illinois. The specialty distribution centers
consist of refrigeration or air conditioned buildings which supply grocery stores in various locations across the country. The
charter schools and correctional facilities consist of ten properties under long-term triple net leases.
The following table reflects the types of properties within our industrial segment as of December 31, 2012.
Industrial Properties
Distribution Center
Specialty Distribution Center
Charter Schools
Correctional Facilities
Number
of
Properties
Total Gross
Leasable Area
(Sq. Ft.)
% of Economic
Occupancy as of
December 31,
2012
Total # of
Financially
Active Leases as of
December 31,
2012
Sum of
Annualized
Rent ($)
Average Rent
PSF ($)
32
11
8
2
53
10,385,577
1,896,815
321,710
457,345
13,061,447
96%
100%
100%
100%
97%
35
11
8
2
56
48,914
14,342
6,940
11,995
82,191
4.71
7.56
21.57
26.23
6.48
29
The following table represents lease expirations for the industrial segment:
Lease Expiration Year
Number of
Expiring Leases
GLA of Expiring
Leases (Sq. Ft.)
Annualized
Rent of Expiring
Leases ($)
Percent of
Total GLA
Percent of Total
Annualized Rent
Expiring
Rent/Square
Foot ($)
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Thereafter
5
4
4
4
4
1
1
1
4
8
20
56
747,458
454,423
885,506
1,367,801
888,749
175,052
43,500
301,029
1,049,486
2,402,681
4,361,306
12,676,991
4,651
2,563
3,749
4,877
5,162
646
130
9,850
5,849
15,253
28,972
81,701
5.9%
3.6%
7.0%
10.8%
7.0%
1.4%
0.3%
2.4%
8.3%
19.0%
34.4%
100%
5.7%
3.1%
4.6%
6.0%
6.3%
0.8%
0.2%
12.1%
7.2%
18.7%
35.5%
100%
6.22
5.64
4.23
3.57
5.81
3.69
2.99
32.72
5.57
6.35
6.64
6.44
The percentage of leases expiring each year over the next ten years, as a percentage of annualized rent, averages approximately
7%. We believe this is a manageable percentage of lease rollover.
Multi-family Segment
Our multi-family portfolio consists of conventional apartments and student housing. Our conventional apartment properties are
upscale with resident amenities such as business centers, fitness centers, swimming pools, landscaped grounds and clubhouse
facilities. The apartment buildings are typically three-story walk-up buildings offering one, two and three bedroom apartments
and are leased on per unit basis.
Our student housing portfolio consists of residential and mixed-use communities close to university campuses and in urban
infill locations. The student housing properties are high-end properties with amenities such as fitness centers, swimming pools,
multimedia lounges, and sports courts. Most of the properties are marketed under the "University House" brand. We are
increasing the size of our student housing portfolio through acquisitions and developments. In 2012, we acquired two
properties and placed-in-service two properties. The properties are leased on a per bed basis rather than per unit.
The following table reflects the types of properties within our multi-family segment as of December 31, 2012.
Multi-family Properties
Conventional (units)
Student Housing (beds)
Item 3. Legal Proceedings
Total Units /
Beds
5,311
5,212
% of Economic
Occupancy as of
December 31,
2012
90%
94%
Total #
of Units/
Beds
Occupied
4,776
4,887
Rent
per
Unit/
Bed ($)
$992
$680
Number
of
Properties
17
9
26
As previously disclosed, the SEC is conducting a non-public, formal, fact-finding investigation to determine whether there have
been violations of certain provisions of the federal securities laws regarding our business manager fees, property management
fees, transactions with our affiliates, timing and amount of distributions paid to our investors, determination of property
impairments, and any decision regarding whether we might become a self-administered REIT. We have not been accused of any
wrongdoing by the SEC. We also have been informed by the SEC that the existence of this investigation does not mean that the
SEC has concluded that anyone has broken the law or that the SEC has a negative opinion of any person, entity, or security. We
have been cooperating fully with the SEC.
We cannot reasonably estimate the timing of the investigation, nor can we predict whether or not the investigation might have a
material adverse effect on our business.
30
Inland American Business Manager & Advisor, Inc. has offered to reduce its business management fee in an aggregate amount
necessary to reimburse the Company for any costs, fees, fines or assessments, if any, which may result from the SEC
investigation, other than legal fees incurred by the Company, or fees and costs otherwise covered by insurance. The business
manager also offered to waive its reimbursement of legal fees or costs that the business manager incurs in connection with the
SEC investigation. On May 4, 2012, Inland American Business Manager & Advisor, Inc. forwarded a letter to the Company
that memorializes this arrangement.
A copy of Inland American Business Manager & Advisor, Inc.’s letter to the Company regarding these items was filed on May
7, 2012 with our Quarterly Report on Form 10-Q as of March 31, 2012 and is filed herewith as Exhibit 10.10.
We have also received two related demands by stockholders to conduct investigations regarding claims that the officers, the
board of directors, the business manager, and the affiliates of the business manager (the "Inland American Parties")breached
their fiduciary duties to us in connection with the matters that we disclosed are subject to the SEC investigation. The first
demand claims that the Inland American Parties (i) falsely reported the value of our common stock until September 2010; (ii)
caused us to purchase shares of our common stock from stockholders at prices in excess of their value; and (iii) disguised
returns of capital paid to stockholders as REIT income resulting in the payment of fees to the business manager for which it
was not entitled. The three stockholders in that demand contend that legal proceedings should seek recovery of damages in an
unspecified amount allegedly sustained by us. The second demand by another shareholder makes similar claims and further
alleges that the Inland American Parties (i) caused us to engage in transactions that unduly favored related parties, (ii) falsely
disclosed the timing and amount of distributions, and (iii) falsely disclosed whether we might become a self-administered
REIT. There has been no lawsuit filed, however, with regard to these matters.
The full Board of Directors has responded by authorizing the independent directors to investigate the claims contained in the
demand letters, as well as any other matters the independent directors see fit to investigate, including matters related to the SEC
investigation. Pursuant to this authority, the independent directors have formed a special litigation committee that is comprised
solely of independent directors to review and evaluate the matters referred by the full Board to the independent directors, and to
recommend to the full Board any further action as is appropriate. The special litigation committee intends to investigate these
claims with the assistance of independent legal counsel and will make a recommendation to the Board of Directors after the
committee has completed its investigation.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Market Information
We published an estimated per share value of our common stock to assist broker dealers that sold our common stock in our
initial and follow-on “best efforts” offerings to comply with the rules published by the Financial Industry Regulatory Authority
(“FINRA”). On December 19, 2012, we announced an estimated value of our common stock equal to $6.93 per share.
To estimate our per share value, our Business Manager relied this year solely on the net asset valuation method. Our Business
Manager began its analysis by estimating the value of the Company's real properties using a discounted cash flow of projected
net operating income less capital expenditures for each property, for the ten-year period ending December 31, 2022. In this
analysis, the Business Manager used a range of discount rates and exit capitalization rates for similar property types and that
the Business Manager believed fell within ranges that would be used by similar investors to value the Company's real
properties. The Business Manager then applied a sensitivity analysis to create a range of values and recommended a share
value number within that range, based upon a variety of facts and assumptions related to, among other things, the nature of our
operations, the markets in which our properties are located, and the general economic conditions in the United States. External
factors relied upon by our Business Manager to recommend a share price above the mid-point of the net asset valuation range
included trends showing declines in capitalization rates in retail and industrial segments, as well as the overall improving
economic conditions relative to real estate. Our Business Manager tempered its share price calculation, however, based on
uncertainties in the overall economy, including the fiscal cliff and current debt crisis.
31
To arrive at the total asset value, the Business Manager added the value of other assets and investments, such as cash,
marketable securities, joint ventures and land held for developments, to the value of the real properties described above. From
total asset value, the Business Manager then subtracted the total fair value of the Company's debt. This value was then divided
by the number of shares outstanding as of December 1, 2012 to arrive at a per share estimated value.
The Business Manager believes that the net asset value method used to estimate the per share value of our common stock and
our assets and liabilities is the most commonly used valuation methodology for a non-listed REIT. The value of our real estate
assets reflects an overall decline from original purchase price plus post-acquisition capital investments of 14%. We believe that
the assumptions used to estimate value are within the ranges used by sellers of similar properties including joint venture and
development assets. The estimated value may not, however, represent current market values or fair values as determined in
accordance with U.S. generally accepted accounting principles (or “GAAP”). Real properties are currently carried at their
amortized cost basis in the Company's financial statements. The estimated value of our real estate assets did not necessarily
represent the value we would receive or accept if the assets were marketed for sale. The market for commercial real estate can
fluctuate and values are expected to change in the future. Further, the estimated per share value of the Company's common
stock does not reflect a liquidity discount for the fact that the shares are not currently traded on a national securities exchange, a
discount for the non-assumability or prepayment obligations associated with certain of the Company's loans and other costs that
may be incurred, including any costs of sale of its assets.
As with any methodology used to estimate value, the methodology employed by our Business Manager was based upon a
number of estimates and assumptions that may not be accurate or complete. Further, different parties using different
assumptions and estimates could derive a different estimated value per share, which could be significantly different from our
estimated value per share. The estimated per share value established by us represents neither the fair value according to GAAP
of our assets less liabilities, nor the amount that our shares would trade at on a national securities exchange or the amount a
stockholder would obtain if he or she tried to sell his or her shares or if we liquidated our assets and distributed the proceeds
after paying all of our expenses and liabilities. Accordingly, with respect to the estimated value per share, we can give no
assurance that:
•
•
•
•
a stockholder would be able to resell his or her shares at this estimated value;
a stockholder would ultimately realize distributions per share equal to our estimated value per share upon
liquidation of our assets and settlement of our liabilities or a sale of the Company;
our shares would trade at a price equal to or greater than the estimated value per share if we listed them on a
national securities exchange; or
the methodology used to estimate our value per share would be acceptable to FINRA or that the estimated value
per share will satisfy the applicable annual valuation requirements under the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”)
with respect to employee benefit plans subject to ERISA and other retirement plans or accounts subject to
Section 4975 of the Code.
The estimated value per share was accepted by our board on December 18, 2012 and reflects the fact that the estimate was
calculated at a moment in time. The value of our shares will likely change over time and will be influenced by changes to the
value of our individual assets as well as changes and developments in the real estate and capital markets. We currently expect
to update our estimated value per share no later than December 31, 2013. Nevertheless, stockholders should not rely on the
estimated value per share in making a decision to buy or sell shares of our common stock.
Share Repurchase Program
Our board of directors adopted a share repurchase program, which became effective August 31, 2005 and was suspended as of
March 30, 2009. Our board later adopted an Amended and Restated Share Repurchase Program, which was effective from
April 11, 2011 through January 31, 2012. Our board subsequently adopted a Second Amended and Restated Share Repurchase
Program, which became effective as of February 1, 2012 (the “Second Amended Program”).
Under the Second Amended Program, we may repurchase shares of our common stock, on a quarterly basis, from the
beneficiary of a stockholder that has died or from stockholders that have a “qualifying disability” or are confined to a “long-
term care facility” (together, referred to herein as “hardship repurchases”). We are authorized to repurchase shares at a price per
share equal to 100% of the most recently disclosed estimated per share value of our common stock, which currently is equal to
32
$6.93 per share. Our obligation to repurchase any shares under the Second Amended Program is conditioned upon our having
sufficient funds available to complete the repurchase. Our board has initially reserved $10.0 million per calendar quarter for the
purpose of funding repurchases associated with death and $15.0 million per calendar quarter for the purpose of funding
hardship repurchases. In addition, notwithstanding anything to the contrary, at no time during any consecutive twelve month
period may the aggregate number of shares repurchased under the Second Amended Program exceed 5.0% of the aggregate
number of issued and outstanding shares of our common stock at the beginning of the twelve month period. For any calendar
quarter, if the number of shares accepted for repurchase would cause us to exceed the 5.0% limit, repurchases for death will
take priority over any hardship repurchases, in each case in accordance with the procedures, and subject to the funding limits,
described in the Second Amended Program and summarized herein.
If, on the other hand, the funds reserved for either category of repurchase under the Second Amended Program are insufficient
to repurchase all of the shares for which repurchase requests have been received for a particular quarter, or if the number of
shares accepted for repurchase would cause us to exceed the 5.0% limit, we will repurchase the shares in the following order:
•
•
for death repurchases, we will repurchase shares in chronological order, based upon the beneficial owner’s date of
death; and
for hardship repurchases, we will repurchase shares on a pro rata basis, up to, but not in excess of, the limits described
herein; provided, that in the event that the repurchase would result in a stockholder owning less than 150 shares, we
will repurchase all of that stockholder’s shares.
The Second Amended Program will immediately terminate if our shares are approved for listing on any national securities
exchange. We may amend or modify any provision of the Second Amended Program, or reject any request for repurchase, at
any time at our board’s sole discretion.
The table below outlines the shares of common stock we repurchased pursuant to the Second Amended Program during the
three months ended December 31, 2012:
As of month ended,
October 2012 (3)
November 2012
December 2012 (4)
Total Number of
Share Requests (2)
—
—
1,334,524
Total Number of
Shares Repurchased (2)
1,380,980
—
—
$
Average
Price Paid
per Share
7.22
N/A
N/A
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
Maximum
Number of Shares
That May Yet be
Purchased Under the
Plans or Programs
1,380,980
—
—
(1)
(1)
(1)
(1) A description of the Second Amended Program, including the date that the program was amended, the dollar amount
approved, the expiration date and the maximum number of shares that may be purchased thereunder is included in the
narrative preceding this table.
(2) Beginning in April 2012, shares were repurchased in the subsequent quarter that share requests were received.
(3) There were 1,380,980 share requests outstanding as of the month ended September 30, 2012, which were repurchased
in October 2013 at a price of $7.22 per share.
(4) All share requests outstanding as of the month ended December 31, 2012 were repurchased in January 2013 at a price
of $6.93 per share.
Stockholders
As of March 1, 2013, we had 185,430 stockholders of record.
Distributions
We have been paying monthly cash distributions since October 2005. During the years ended December 31, 2012 and 2011, we
declared cash distributions, which are paid monthly in arrears to stockholders, totaling $440.0 million and $429.6 million,
respectively, in each case equal to $0.50 per share on an annualized basis. During the years ended December 31, 2012 and
2011, we paid cash distributions of $439.2 million and $428.7 million, respectively. For Federal income tax purposes for the
years ended December 31, 2012 and 2011, 87% and 62% of the distributions paid constituted a return of capital in the
applicable year.
33
We intend to continue paying regular monthly cash distributions to our stockholders. However, there are many factors that can
affect the amount and timing of cash distributions to stockholders. There is no assurance that we will be able to continue paying
distributions at the current level or that the amount of distributions will increase, or not decrease further, over time. Even if we
are able to continue paying distributions, the actual amount and timing of distributions is determined by our board of directors
in its discretion and typically depends on the amount of funds available for distribution, which depends on items such as current
and projected cash requirements and tax considerations. As a result, our distribution rate and payment frequency may vary from
time to time.
Notification Regarding Payments of Distributions
Shareholders should be aware that the method by which a shareholder has chosen to receive his or her distributions affects the
timing of the shareholder's receipt of those distributions. Specifically, under our transfer agent's payment processing
procedures, distributions are paid in the following manner:
(1) those shareholders who have chosen to receive their distributions via ACH wire transfers receive their distributions
on the distribution payment date (as determined by our Board of Directors);
(2) those shareholders who have chosen to receive their distributions by paper check are typically mailed those checks
on the distribution payment date, but sometimes paper checks are mailed on the day following the distribution
payment date; and
(3) for those shareholders holding shares through a broker or other nominee, the distributions payments are wired, or
paper checks are mailed, to the broker or other nominee on the day following the distribution payment date.
All shareholders who hold shares directly in record name may change at any time the method through which they receive their
distributions from our transfer agent, and those shareholders will not have to pay any fees to us or our transfer agent to make
such a change. Also, all shareholders are eligible to participate at no cost in our DRP. Accordingly, each shareholder may
select the timing of receipt of distributions from our transfer agent by selecting the method above that corresponds to the
desired timing for receipt of the distributions. Because all shareholders may elect to have their distributions sent via ACH wire
on the distribution payment date or credited on the distribution payment date to their DRP, we will treat all of our shareholders,
regardless of the method by which they have chosen to receive their distributions, as having constructively received their
distributions from us on the distribution payment date for federal income tax purposes.
Shareholders who hold shares directly in record name and who would like to change their distribution payment method should
complete a “Change of Distribution Election Form.” Also, shareholders who would like to participate in our DRP should
complete the “Change of Distribution Election Form.” The form is available on our website under “Investor Relations-Forms.”
We note that the payment method for shareholders who hold shares through a broker or nominee is determined by the broker or
nominee. Similarly, the payment method for shareholders who hold shares in a tax-deferred account, such as an IRA, is
generally determined by the custodian for the account. Shareholders that currently hold shares through a broker or other
nominee and would like to receive distributions via ACH wire or paper check should contact their broker or other nominee
regarding their processes for transferring shares to record name ownership. Similarly, shareholders who hold shares in a tax
deferred account may need to hold shares outside of their tax-deferred accounts to change the method through which they
receive their distributions. Shareholders who hold shares through a tax-deferred account and who would like to change the
method through which they receive their distributions should contact their custodians regarding the transfer process and should
consult their tax advisor regarding the consequences of transferring shares outside of a tax-deferred account.
34
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information regarding our equity compensation plans as of December 31, 2012.
Equity Compensation Plan Information
Plan category
Equity compensation plans approved by security holders:
Independent Director Stock Option Plan
Equity compensation plans not approved by security holders
Total:
Number of securities to
be issued upon
exercise of outstanding
options,
warrants and rights (a)
Weighted-average
exercise price of
outstanding options,
warrants
and rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
shares reflected in
column (a))
29,000
$
— $
$
29,000
8.87
—
8.87
46,000
—
46,000
We have adopted an Independent Director Stock Option Plan, as amended, which, subject to certain conditions, provides for the
grant to each independent director of an option to purchase 3,000 shares following their becoming a director and for the grant
of additional options to purchase 500 shares on the date of each annual stockholder’s meeting. The options for the initial 3,000
shares are exercisable as follows: 1,000 shares on the date of grant and 1,000 shares on each of the first and second
anniversaries of the date of grant. All other options are exercisable on the second anniversary of the date of grant. The exercise
price for all options is equal to the fair value of our shares, as defined in the plan, on the date of each grant.
Recent Sales of Unregistered Securities
None.
Item 6. Selected Financial Data
The following table shows our consolidated selected financial data relating to our consolidated historical financial condition
and results of operations. Such selected data should be read in conjunction with Item 7, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes
appearing elsewhere in this report (dollar amounts are stated in thousands, except per share amounts).
35
Balance Sheet Data:
Total assets
Mortgages, notes and margins payable, net
Operating Data:
Total income
Total interest and dividend income
Net loss attributable to Company
Net loss per common share, basic and
diluted
Common Stock Distributions:
Distributions declared to common
stockholders
Distributions per weighted average
common share
Funds from Operations:
Funds from operations (a)
Cash Flow Data:
As of and for the year ended December 31,
2012
2011
2010
2009
2008
$ 10,759,884
$ 6,006,146
$ 10,919,190
$ 5,902,712
$ 11,391,502
$ 5,532,057
$ 11,328,211
$ 5,085,899
$ 11,136,866
$ 4,437,997
$
$ 1,058,574
$ 1,094,696
$ 1,227,873
$ 1,437,395
33,068
22,860
23,386
$
55,161
$
$
$
$
(397,960) $
(176,431) $
(316,253) $
(69,338) $
$
965,274
77,997
(365,178)
$
$
$
$
(0.08) $
(0.37) $
(0.21) $
(0.49) $
(0.54)
440,031
0.50
476,714
$
$
$
429,599
0.50
443,459
$
$
$
417,885
0.50
321,828
$
$
$
405,337
0.51
142,601
$
$
$
418,694
0.62
140,064
Cash flows provided by operating activities $
Cash flows used in investing activities
$
Cash flows provided by (used in) financing
activities
$
456,221
$
(118,162) $
397,949
$
(286,896) $
356,660
$
(380,685) $
369,031
384,365
$
(563,163) $ (2,484,825)
(335,443) $
(160,597) $
(208,759) $
(250,602) $ 2,636,325
Other Information:
Weighted average number of common
shares outstanding, basic and diluted
879,685,949
858,637,707
835,131,057
811,400,035
675,320,438
(a) We consider “Funds from Operations, or “FFO” a widely accepted and appropriate measure of performance for a REIT.
FFO provides a supplemental measure to compare our performance and operations to other REITs. Due to certain
unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts or
NAREIT, an industry trade group, has promulgated a standard known as FFO, which it believes reflects the operating
performance of a REIT. As defined by NAREIT, FFO means net income computed in accordance with GAAP,
excluding gains (or losses) from sales of property, plus depreciation and amortization and impairment charges on
depreciable property and after adjustments for unconsolidated partnerships and joint ventures in which we hold an
interest. In calculating FFO, impairment charges of depreciable real estate assets are added back even though the
impairment charge may represent a permanent decline in value due to decreased operating performance of the
applicable property. Further, because gains and losses from sales of property are excluded from FFO, it is consistent and
appropriate that impairments, which are often early recognition of losses on prospective sales of property, also be
excluded. If evidence exists that a loss reflected in the investment of an unconsolidated entity is due to the write-down
of depreciable real estate assets, these impairment charges are added back to FFO. The methodology is consistent with
the concept of excluding impairment charges of depreciable assets or early recognition of losses on sale of depreciable
real estate assets held by the Company.
FFO is neither intended to be an alternative to “net income” nor to “cash flows from operating activities” as determined
by GAAP as a measure of our capacity to pay distributions. We believe that FFO is a better measure of our properties’
operating performance because FFO excludes non-cash items from GAAP net income. FFO is calculated as follows (in
thousands):
36
Funds from Operations:
Net loss attributable to Company
$
(69,338) $
(316,253) $
(176,431)
Year ended December 31,
2012
2011
2010
Add: Depreciation and amortization related to investment
properties
Depreciation and amortization related to investment in
unconsolidated entities
Provision for asset impairment
Provision for asset impairment included in discontinued
operations
Impairment of investment in unconsolidated entities
Impairment reflected in equity in earnings of unconsolidated
entities
Gain on sale of property reflected in net income attributed to
noncontrolling interest
Loss from sales of investment in unconsolidated entities
Less: Gains from property sales and transfer of assets
Gains from property sales reflected in equity in earnings of
unconsolidated entities
Gains from sales of investment in unconsolidated entities
Noncontrolling interest share of depreciation and
amortization related to investment properties
Funds from operations
438,755
439,077
443,100
48,840
77,348
5,968
9,365
470
5,439
2,957
40,691
2,399
—
63,645
28,967
134,673
113,621
16,739
—
—
16,510
11,141
7,545
43,845
—
47,529
11,239
10,710
—
—
55,412
242
—
—
476,714
$
1,814
443,459
$
2,510
321,828
$
Below is additional information related to certain items that significantly impact the comparability of our Funds from
Operations and Net Loss or significant non-cash items from the periods presented (in thousands):
2012
Year ended December 31,
2011
2010
Gain on conversion of note receivable to equity interest
Payment from note receivable previously impaired
Impairment of notes receivable
Impairment on securities
(Gain) loss on consolidation of an investment
Straight-line rental income
Amortization of above/below market leases
Amortization of mark to market debt discounts
Gain on extinguishment of debt
Gain on extinguishment of debt reflected in equity in earnings of
unconsolidated entities
Acquisition Costs
$
$
$
$
$
$
$
$
$
$
$
1,899
— $
— $
— $
$
— $
(11,010) $
(2,271) $
6,488
$
(9,478) $
(2,176) $
$
1,644
24,356
(17,150) $
(2,422) $
— $
$
— $
(13,841) $
(1,326) $
7,973
$
(10,848) $
— $
$
1,680
—
—
111,896
1,856
(433)
(17,705)
(433)
6,203
(19,227)
—
1,805
37
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
elsewhere in this Form 10-K constitute “forward-looking statements” within the meaning of the Federal Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical, including statements
regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future and are typically
identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.”
Similarly, statements that describe or contain information related to matters such as management’s intent, belief or expectation
with respect to the Company’s financial performance, investment strategy and portfolio, cash flows, growth prospects, legal
proceedings, amount and timing of anticipated future cash distributions, and other matters are forward-looking statements.
These forward-looking statements are not historical facts but are the intent, belief or current expectations of the Company’s
management based on their knowledge and understanding of the business and industry, the economy and other future
conditions. These statements are not guarantees of future performance, and stockholders should not place undue reliance on
forward-looking statements. Actual results may differ materially from those expressed or forecasted in the forward-looking
statements due to a variety of risks, uncertainties and other factors, including but not limited to the factors listed and described
under “Risk Factors” in this Annual Report on Form 10-K . These factors include, but are not limited to: market and economic
volatility experienced by the U.S. economy or real estate industry as a whole, and the local economic conditions in the markets
in which the Company’s properties are located; the Company’s ability to refinance maturing debt or to obtain new financing on
attractive terms; the availability of cash flow from operating activities to fund distributions; future increases in interest rates;
and actions or failures by the Company’s joint venture partners, including development partners. The Company intends that
such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company undertakes no obligation to
update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes
to future operating results.
The following discussion and analysis relates to the years ended December 31, 2012, 2011 and 2010 and as of December 31,
2012 and 2011. You should read the following discussion and analysis along with our consolidated financial statements and the
related notes included in this report.
Overview
We continue to maintain a sustainable distribution rate funded by our operations. In 2012, we began disposing of assets we
determined less strategic and reinvesting the capital in real estate assets that we believe will produce attractive current yields
and long-term risk-adjusted returns to our stockholders. For our existing portfolio, our property managers for our non-lodging
properties actively seek to lease space at favorable rates, control expenses, and maintain strong tenant relationships. We oversee
the management of our lodging facilities through active engagement with our third party managers and franchisors to maximize
occupancy and daily rates as well as control expenses.
On a consolidated basis, essentially all of our revenues and cash flows from operations for the year ended December 31, 2012
were generated by collecting rental payments from our tenants, room revenues from lodging properties, distributions from
unconsolidated entities and dividend income earned from investments in marketable securities. Our largest cash expense relates
to the operation of our properties as well as the interest expense on our mortgages. Our property operating expenses include,
but are not limited to, real estate taxes, regular repair and maintenance, management fees, utilities and insurance (some of
which are recoverable). Our lodging operating expenses include, but are not limited to, rooms, food and beverage, utility,
administrative and marketing, payroll, franchise and management fees and repairs and maintenance expenses.
In 2012, we saw total net operating income increase from $678.5 million to $756.4 million for the year ended December 31,
2011 to 2012. The increase of $77.9 million or 11.5% was due to same store net operating income increase of approximately
3.0% or $19.7 million, significantly resulting from our increased lodging and multi-family operating performance. The
remainder of the increase is a result of a full year of operations of the retail and lodging properties acquired in late 2011 and the
property performance for the lodging properties acquired in early 2012.
In evaluating our financial condition and operating performance, management focuses on the following financial and non-
financial indicators, discussed in further detail herein:
• Cash flow from operations as determined in accordance with U.S. generally accepted accounting principles
(“GAAP”).
•
Funds from Operations (“FFO”), a supplemental non-GAAP measure to net income determined in accordance with
GAAP.
38
• Economic and physical occupancy and rental rates.
• Leasing activity and lease rollover.
• Managing operating expenses.
• Average daily room rate, revenue per available room, and average occupancy to measure our lodging properties.
• Debt maturities and leverage ratios.
• Liquidity levels.
During 2013, we will continue to execute on our strategy of disposing less strategic assets and deploying the capital into
segments we believe have opportunity for higher performance, which are multi-tenant retail, lodging, and student housing.
While we believe we will continue to see overall same store operating performance increases in 2013, we could see an increase
in disposition activity in 2013. This disposition activity could cause us to experience dilution in our operating performance
during the period we dispose of properties and prior to our reinvestment in other properties or used to repurchase our shares as
the proceeds from disposition will be held in cash pending reinvestment.
We expect to see increased same store operating performance in our lodging and multi-family segments in 2013. The lodging
industry is expected to have positive growth for 2013 and the rental growth is projected to continue for the multi-family
properties in 2013. Our retail, office and industrial portfolios are expected to maintain high occupancy and have limited lease
rollover in the next three years. We believe the retail and industrial segments same store income will be consistent with 2012
results. We do expect to see lower income in the office segment compared to 2012 results. We believe that our debt maturities
over the next five years are manageable and although we believe interest rates will rise in the future, we anticipate low interest
rates to continue in 2013. We believe we will be maintain our cash distribution in 2013 and anticipate distributions to be funded
by cash flow from operations as well as distributions from unconsolidated entities and gains on sales of properties.
Results of Operations
General
Consolidated Results of Operations
This section describes and compares our results of operations for the years ended December 31, 2012, 2011 and 2010. We
generate most of our net operating income from property operations. In order to evaluate our overall portfolio, management
analyzes the operating performance of all properties from period to period and properties we have owned and operated for the
same period during each year. Investment properties owned for the entire years ended December 31, 2012 and 2011 and
December 31, 2011 and 2010, respectively, are referred to herein as “same store” properties. Unless otherwise noted, all dollar
amounts are stated in thousands (except per share amounts, per square foot amounts, revenue per available room and average
daily rate).
Comparison of the years ended December 31, 2012, 2011 and 2010
Net loss attributable to Company
Net loss, per common share, basic and diluted
Year ended
December 31, 2012
Year ended
December 31, 2011
Year ended
December 31, 2010
(69,338)
(0.08)
(316,253)
(0.37)
(176,431)
(0.21)
Our net loss decreased from the years ended December 31, 2011 to 2012 primarily due to a decrease in one-time impairment
charges to unconsolidated entities and to various properties for the year ended December 31, 2012 compared to 2011.
Additionally, operating income increased from same store growth as our lodging and multi-family operating performance
increased and from a full year of operations for retail and lodging properties acquired in late 2011 and early 2012.
Our net loss increased from the years ended December 31, 2010 to 2011 primarily due to an increase in one-time impairment
charges to unconsolidated entities and to various properties for the year ended December 31, 2011 compared to 2010. This was
offset by an increase in operating income for the year ended December 31, 2011 due to a full year of operations for properties
acquired in 2011 and 2010, as well as one-time impairment charges to notes receivables for the year ended December 31, 2010.
A detailed discussion of our financial performance is outlined below.
39
Operating Income and Expenses:
Income:
Rental income
Tenant recovery income
Other property income
Lodging income
Operating Expenses:
Lodging operating expenses
Property operating expenses
Real estate taxes
Provision for asset impairment
General and administrative expenses
Business management fee
Year ended
December 31, 2012
Year ended
December 31, 2011
Year ended
December 31, 2010
2012 Increase
(decrease) from
2011
2011 Increase
(decrease) from
2010
$
622,954
$
594,946
$
560,350
$
28,008
$
34,596
98,770
15,244
700,427
454,417
128,096
98,495
77,348
36,814
39,892
90,213
16,462
526,252
335,372
127,676
86,292
28,967
31,032
40,000
85,263
14,544
434,539
275,398
119,005
80,370
—
36,665
36,000
8,557
(1,218)
174,175
119,045
420
12,203
48,381
5,782
(108)
4,950
1,918
91,713
59,974
8,671
5,922
28,967
(5,633)
4,000
Property Income and Operating Expenses
Rental income for non-lodging properties consists of basic monthly rent, straight-line rent adjustments, amortization of
acquired above and below market leases, other property, and percentage rental income recorded pursuant to tenant leases.
Tenant recovery income consists of reimbursements for real estate taxes, common area maintenance costs, management fees,
and insurance costs. Tenant recovery income generally fluctuates correspondingly with property operating expenses and real
estate taxes. Other property income for non-lodging properties consists of lease termination fees and other miscellaneous
property income. Property operating expenses for non-lodging properties consist of regular repair and maintenance,
management fees, utilities and insurance (some of which are recoverable from the tenant).
• There was a modest increase in property revenues in the year ended December 31, 2012 compared to 2011. The
increase was a result of the full year of operations for the seven properties added in 2011. Same store consolidated
property revenues amounted to $692,777 in 2012 and $684,011 in 2011, which resulted in a 1.3% increase.
Comparatively, same store operating expenses were $206,801 in 2012 and $205,279 in 2011, an increase of 1.4%.
• The increase in property revenues in the year ended December 31, 2011 compared to 2010 was again due to a full year
of operations for properties acquired in 2011 and 2010. Same store consolidated property revenues amounted to
$590,186 in 2011 compared to $590,259 in 2010, which was less than a 1% change. In correlation, same store property
operating expenses amounted to $177,419 in 2011 compared to $179,940 in 2010, which was a 1% change.
Lodging Income and Operating Expenses
Our lodging properties generate revenue through sales of rooms and associated food and beverage services. Lodging operating
expenses include the room maintenance, food and beverage, utilities, administrative and marketing, payroll, franchise and
management fees, and repairs and maintenance expenses.
• The $174,175 increase in lodging operating income for the year ended December 31, 2012 compared to 2011 was a
result of the addition of hotels acquired in 2012 as well as an increase in our same store properties' performance. We
acquired five hotels in the first quarter of 2012 and were able to obtain nine months of operating performance. This
accounted for approximately $148,305 of the increase. The remaining $25,870 of the increase was due to improved
same store revenues. The addition of upper upscale properties to our portfolio resulted in higher operating costs. The
increase in lodging expenses of $119,045 (35%) for 2012 was directly correlated to the percentage increase in
revenues (33%).
• Lodging income increased in the year ended December 31, 2011 primarily due to a full year of operations reflected in
2011 for hotels acquired in 2010 in addition to 2011 acquisition of three hotels. In general, the economy was better in
2011 than in prior years which contributed to the increase in hotel performance. As expected, lodging operating
expense increased correspondingly to lodging income.
40
Provision for Asset Impairment
•
•
For the year ended December 31, 2012, we identified certain properties which may have a reduction in the expected
holding period and reviewed the probability of these assets’ dispositions. As a result, we recorded a provision for asset
impairment of $77,348 for continuing operations and $5,968 for discontinued operations, to reduce the book value of
certain investment properties to their fair values.
For the years ended December 31, 2011 and 2010, we identified certain properties which may have a reduction in the
expected holding period and reviewed the probability of these assets’ dispositions. As a result, we recorded a provision
for asset impairment of $28,967 and $0 in continuing operations, respectively, to reduce the book value of certain
investment properties to their new fair values. We disposed of many of the properties impaired in 2011 and 2010 by
December 31, 2012. The related impairment charges of $134,673 and $47,529, respectively, are reflected in
discontinued operations.
General Administrative Expenses and Business Management Fee
After our stockholders have received a non-cumulative, non-compounded return of 5% per annum on their “invested capital,”
we pay our business manager an annual business management fee of up to 1% of the “average invested assets,” payable
quarterly in an amount equal to 0.25% of the average invested assets as of the last day of the immediately preceding quarter.
Once we have satisfied the minimum return on invested capital, the amount of the actual fee paid to the business manager is
requested by the business manager and approved by the board of directors up to the amount permitted by the agreement.
• We incurred a business management fee of $39,892, $40,000 and $36,000, which is equal to 0.35%, 0.35%, and 0.32%
of average invested assets for the years ended December 31, 2012, 2011 and 2010, respectively.
• The increase in general and administrative expenses for the year ended December 31, 2012 compared to 2011 was
primarily a result of an increase in legal costs and an increase in salary expense as a result of a shift in personnel from
our property managers to our business manager. For the year ended December 31, 2011, the decrease in general and
administrative expenses was primarily a result of a reduction in legal and consulting costs compared to 2010,
specifically due to the Lauth settlement and restructure and foreclosure of the Stan Thomas note.
Non-Operating Income and Expenses:
Year ended
December 31, 2012
Year ended
December 31, 2011
Year ended
December 31, 2010
2012 Increase
(decrease) from
2011
2011 Increase
(decrease) from
2010
Non-operating income and expenses:
Other income
Interest expense
Equity in income (loss) of unconsolidated
entities
Gain, (loss) and (impairment) of
investment in unconsolidated entities, net
Realized gain, (loss) and (impairment) on
securities, net
Income (loss) from discontinued
operations, net
Other Income
$
2,710
$
19,145
$
3,095
$
(16,435) $
(306,047)
1,998
(295,447)
(12,802)
(271,360)
(18,684)
10,600
14,800
(12,322)
(106,023)
(11,239)
(93,701)
16,050
24,087
5,882
(94,784)
(37,292)
4,319
51,981
(16,219)
(95,012)
21,073
27,041
20,538
146,993
(122,053)
• The significant decrease in other income for the year ended December 31, 2012 was primarily due to the gain
recognized on the conversion of a note receivable to equity of $17,150 in an unconsolidated entity for the year ended
December 31, 2011.
Interest Expense
• The increase in interest expense for the year ended December 31, 2012 compared to 2011 was primarily due to the
principal amount of mortgage debt financings during 2012 which increased from $5,812,595 to $5,894,443. The
increase in interest expense in 2011 over 2010 is a result of the increase in the principal amount of mortgage debt from
$5,508,668 to $5,812,595 as well as a $6,362 amortization of a mark to market mortgage discount as a result of two
property loans totaling $43,236 being in default, from 2010. Our weighted average interest rate on outstanding debt
was 5.1%, 5.2%, and 5.1% per annum for the years ended December 31, 2012, 2011 and 2010, respectively.
41
Equity in Income (Loss) of Unconsolidated Entities
•
•
•
For the year ended December 31, 2012, the equity in income of unconsolidated entities in 2012 was largely a result of
a $4,575 gain from our share of property sales and debt extinguishment in two unconsolidated entities offset by an
impairment charge recognized by one unconsolidated entity of which our portion was $470.
For the year ended December 31, 2011, the equity in loss of unconsolidated entities was largely a result of impairment
charges recognized by two unconsolidated entities of which our portion was a $16,739, offset by a $11,141 gain from
our share of property sales in two unconsolidated entities.
For the year ended December 31, 2010, the equity in loss of unconsolidated entities reflects impairments recognized
by one unconsolidated entity of which our portion was $10,710.
Gain, (Loss) and (Impairment) of Investment in Unconsolidated Entities, net
•
•
•
For the year ended December 31, 2012, we recorded an impairment of $9,365 on our investment in unconsolidated
entities related to the Net Lease Strategic Assets Fund LP joint venture, DR Stephens joint venture, and a lodging joint
venture. Additionally, we recorded losses on the sales of 100% of our equity in the Net Lease Strategic Assets Fund
LP joint venture of $1,556 and a lodging joint venture of $1,401.
For the year ended December 31, 2011, we recorded an impairment of $113,621 on our investment in unconsolidated
entities related to the Net Lease Strategic Assets Fund LP joint venture. The impairment was offset by a $7,545 gain
on our investment in unconsolidated entities due to the sale of 100% of our equity in the NRF Healthcare LLC joint
venture.
For the year ended December 31, 2010, we recorded an impairment of $11,239 on our investment in unconsolidated
entities related to a retail development center and two lodging developments.
Realized Gain, (Loss) and (Impairment) on Securities, net
•
•
•
For the year ended December 31, 2012, there was a $1,899 impairment charge for equity securities offset by a $6,218
net realized gain.
For the year ended December 31, 2011, the loss was primarily due to a $24,356 impairment charge on equity
securities, which was offset by an $8,137 realized gain.
For the year ended December 31, 2010, the loss was primarily due to a $1,857 impairment charge on equity securities,
which was offset by an $22,930 realized gain.
Discontinued Operations
•
•
•
For the year ended December 31, 2012 we recorded income of $51,981 from discontinued operations, which primarily
included a gain on sale of properties of $38,516, a gain on extinguishment of debt of $9,478, a gain on transfer of
assets of $2,175, and provision for asset impairment of $5,968.
For the year ended December 31, 2011, we recorded loss of $95,012 from discontinued operations, which primarily
included a gain on sale of properties of $11,964, a gain on extinguishment of debt of $10,848, a gain on transfer of
assets of $4,546, and provision for asset impairment of $134,673.
For the year ended December 31, 2010, we recorded income of $27,041 from discontinued operations, which
primarily included a gain on sale of properties of $55,412, a gain on extinguishment of debt of $19,227, and a
provision for asset impairment of $47,529.
Segment Reporting
An analysis of results of operations by segment is below. In order to evaluate our overall portfolio, management analyzes the
operating performance of all properties from period to period and properties we have owned and operated for the same period
during each year. A total of 765 and 728 of our investment properties satisfied the criteria of being owned for the entire years
ended December 31, 2012 and 2011 and December 31, 2011 and 2010, respectively, and are referred to herein as “same store”
properties. This same store analysis allows management to monitor the operations of our existing properties for comparable
periods to determine the effects of our new acquisitions on net income. The tables contained throughout summarize certain key
operating performance measures for the years ended December 31, 2012, 2011 and 2010. The rental rates reflected in retail,
office, industrial, and multi-family are inclusive of rent abatements, lease inducements and straight-line rent GAAP
adjustments, but exclusive of tenant improvements and lease commissions. For the year ended December 31, 2012, these costs
associated with leasing space were not material. Physical occupancy is defined as the percentage of total gross leasable area
actually used or occupied by a tenant. Economic occupancy is defined as the percentage of total gross leasable area for which a
42
tenant is obligated to pay rent under the terms of its lease agreement, regardless of the actual use or occupation by that tenant of
the area being leased.
Retail Segment
The composition of our retail segment has changed from 2010 to 2012 as we, over the three year period, acquired thirty-two
multi-tenant retail properties. The non-same store net operating income increased from $7,898 to $24,181 for the year ended
December 31, 2011 compared to 2012. This was a result of the full operations of properties acquired in the second half of
2011. Additionally, we disposed of 146 properties, including 142 retail bank branches. The net operating income associated
with these properties is reflected in discontinued operations on the consolidated statement of operations and other
comprehensive income. We anticipate continuing to divest in the remaining bank branches, which are mainly SunTrust Banks,
Inc.
Our retail segment net operating income on a same store basis grew slightly for the year ended December 31, 2012 compared to
the year ended December 31, 2011 up 1.5%, or $254,082 from $250,385, respectively. This was a result of the strong same
store economic occupancy percentage of 93% and 94% for 2012 and 2011, respectively and comparable lease rates year to year.
Also, in 2012, same store property operating expenses decreased $1,751 or 3.0%, which was due to decreased property
management fees and snow removal costs. Tenant recovery income increased on a same store basis by $2,637 or 4.5% because
of increased real estate taxes, which are fully recoverable. We expect our same store net operating income to have a slight
increase in the coming year.
Retail Properties
Physical occupancy
Economic occupancy
Rent per square foot
Investment in properties, undepreciated
Total Retail Properties
As of December 31,
2012
2011
2010
92%
93%
93%
94%
93%
94%
$
$
14.95
4,134,874
$
$
14.77
4,234,336
$
$
14.81
3,926,395
Comparison of Years Ended December 31, 2012 and 2011
The table below represents operating information for the retail segment and for the same store retail segment consisting of
properties acquired prior to January 1, 2011. The properties in the same store portfolio were owned for the entire years ended
December 31, 2012 and 2011.
43
For the year ended
December 31, 2012
For the year ended
December 31, 2011
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Same Store
Portfolio
Change
Favorable/
(Unfavorable)
Total Company
Change
Favorable/
(Unfavorable)
Amount
%
Amount
%
$ 274,976
$ 27,347
$ 302,323
$273,119
$ 11,330
$284,449
$
1,857
0.7 % $ 17,874
6.3 %
5,392
441
5,833
7,108
(174)
6,934
(1,716)
(24.1)%
(1,101)
(15.9)%
61,648
6,963
68,611
59,011
4,022
63,033
2,637
4.5 %
5,578
8.8 %
5,088
127
5,215
5,124
90
5,214
(36)
(0.7)%
1
— %
$ 347,104
$ 34,878
$ 381,982
$344,362
$ 15,268
$359,630
$
2,742
0.8 % $ 22,352
6.2 %
$ 56,301
$
6,659
$ 62,960
$ 58,052
$
3,899
$ 61,951
$
1,751
3.0 % $ (1,009)
36,721
4,038
40,759
35,925
3,471
39,396
(796)
(2.2)%
(1,363)
(1.6)%
(3.5)%
Retail
Revenues:
Rental Income
Straight Line
Income
Tenant Recovery
Income
Other Property
Income
Total Revenues
Expenses:
Property operating
expenses
Real estate taxes
Total operating expenses
Net operating income
$ 254,082
$ 24,181
$ 278,263
$250,385
$ 93,022
$ 10,697
$ 103,719
$ 93,977
$
$
7,370
$101,347
7,898
$258,283
$
$
955
3,697
1.0 % $ (2,372)
(2.3)%
1.5 % $ 19,980
7.7 %
Average occupancy for
the period
Number of Properties
93%
573
N/A
12
93%
585
94%
573
N/A
8
94%
581
Comparison of Years Ended December 31, 2011 and December 31, 2010
The table below represents operating information for the retail segment and for the same store retail segment consisting of
properties acquired prior to January 1, 2010. The properties in the same store portfolio were owned for the entire years ended
December 31, 2011 and 2010.
For the year ended
December 31, 2011
For the year ended
December 31, 2010
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Same Store
Portfolio
Change
Favorable/
(Unfavorable)
Total Company
Change Favorable/
(Unfavorable)
Amount
%
Amount
%
$222,922
$ 61,527
$284,449
$219,855
$ 39,848
$259,703
$
3,067
1.4 % $ 24,746
9.5 %
6,534
400
6,934
8,963
(283)
8,680
(2,429)
(27.1)%
(1,746)
(20.1)%
45,810
17,223
63,033
46,854
10,582
57,436
(1,044)
(2.2)%
5,597
9.7 %
4,180
1,034
5,214
3,728
1,036
4,764
$279,446
$ 80,184
$359,630
$279,400
$ 51,183
$330,583
$
452
46
12.1 %
450
— % $ 29,047
9.4 %
8.8 %
Retail
Revenues:
Rental income
Straight Line
Income
Tenant recovery
incomes
Other property
income
Total revenues
Expenses:
Property operating
expenses
$ 46,080
$ 15,871
$ 61,951
$ 44,417
$ 10,381
$ 54,798
$
(1,663)
(3.7)% $
(7,153)
Real estate taxes
28,038
Total operating expenses $ 74,118
Net operating income
$205,328
11,358
39,396
28,307
5,781
34,088
269
1.0 %
(5,308)
$ 27,229
$101,347
$ 72,724
$ 16,162
$ 88,886
$ 52,955
$258,283
$206,676
$ 35,021
$241,697
$
$
(1,394)
(1,348)
(1.9)% $ (12,461)
(0.7)% $ 16,586
Average occupancy for
the period
Number of Properties
94%
553
N/A
28
94%
581
94%
553
N/A
20
94%
573
44
(13.1)%
(15.6)%
(14.0)%
6.9 %
Lodging Segment
During 2012, we continued to execute our lodging portfolio strategy, to move out of certain midscale lodging assets and into
more urban, full service properties by acquiring seven upper upscale lodging assets and disposing of thirteen midscale lodging
assets. Refining the assets in our lodging portfolio coupled by the significant improvement in the lodging industry has driven
the increase in our operating performance for this sector. Our total net operating income for lodging has increased from
$136,959 to $167,318 to $214,910, for the years ended December 31, 2010, 2011 and 2012 respectively. In addition, revenue
per available room ("RevPAR") grew 5.5% from $90 as of December 31, 2011 to $95 as of December 31, 2012 because the
average daily rate ("ADR") grew 5.6% from $125 to $132 as well as occupancy increased from 72% to 73% for the same
period.
Significant growth of RevPAR has occurred in the lodging industry since 2010. RevPAR represents the product of the average
daily room rate charged and the average daily occupancy achieved but excludes other revenue generated by a hotel property,
such as food and beverage, parking, telephone and other guest service revenues. The lodging industry has seen a recovery in
business travelers and leisure transient and our operating managers have been able to push rates which has improved the
performance of our lodging segment. On a same store basis, net operating income increased 6.7% for the years ended
December 31, 2011 to December 31, 2012, from $158,817 to $169,532. The same store properties for the years ended
December 31, 2010 and December 31, 2011 also had an increase in net operating income of 11.0%, from $130,662 to
$145,044.
We are optimistic our lodging portfolio will continue its strong performance in 2013 with increases in RevPAR and ADR. We
believe business and leisure travel is forecasted to remain strong in 2013 with leisure demand continuing to be active, but price
sensitive and group travel demand to be flat although at a healthy level. We also expect supply growth to remain below
historical levels for the next couple of years, which will also help support the fundamentals for the lodging segment. We believe
our revenue per available room will increase consistent with industry expectations.
Lodging Properties
Revenue per available room
Average daily rate
Occupancy
Investment in properties, undepreciated, as of December 31
Total Lodging Properties
For the year ended December 31,
2011
2012
2010
$
$
$
95
132
73%
3,296,270
$
$
$
90
125
72%
2,711,281
$
$
$
84
119
70%
2,506,029
Comparison of Years Ended December 31, 2012 and 2011
The table below represents operating information for the lodging segment and for the same store portfolio for properties
acquired prior to January 1, 2011. The properties in the same store portfolio were owned for the entire years ended December
31, 2012 and 2011.
45
Lodging
For the year ended
December 31, 2012
For the year ended
December 31, 2011
Same Store
Portfolio
Change Favorable/
(Unfavorable)
Total Company
Change
Favorable/
(Unfavorable)
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Amount
%
Amount
%
Revenues:
Lodging operating
income
Expenses:
Lodging operating
expenses
$ 517,438
$ 182,989
$ 700,427
$491,568
$ 34,684
$ 526,252
$ 25,870
5.3 % $ 174,175
33.1 %
$ 323,528
$ 130,889
$ 454,417
$310,076
$ 25,295
$ 335,371
$ (13,452)
(4.3)% $(119,046)
(35.5)%
Real estate taxes
24,378
6,722
31,100
22,675
888
23,563
(1,703)
(7.5)%
(7,537)
(32.0)%
Total operating
expenses
$ 347,906
$ 137,611
$ 485,517
$332,751
$ 26,183
$ 358,934
$ (15,155)
(4.6)% $(126,583)
(35.3)%
Net operating income
$ 169,532
$ 45,378
$ 214,910
$158,817
$
8,501
$ 167,318
$ 10,715
6.7 % $ 47,592
28.4 %
Average occupancy for
the period
Number of Properties
73%
78
N/A
10
73%
88
72%
78
N/A
3
72%
81
Room Rev Par
Average Daily Rate
$
$
94
128
n/a
n/a
$
$
95
132
$
$
90
124
n/a
n/a
$
$
90
125
Comparison of Years Ended December 31, 2011 and December 31, 2010
The table below represents operating information for the lodging segment and for the same store portfolio of properties
acquired prior to January 1, 2010. The properties in the same store portfolio were owned for the entire years ended
December 31, 2011 and December 31, 2010.
Lodging
For the year ended
December 31, 2011
For the year ended
December 31, 2010
Same Store
Portfolio
Change
Favorable/
(Unfavorable)
Total
Company
Change
Favorable/
(Unfavorable)
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Amount
%
Amount
%
Revenues:
Lodging operating
income
Expenses:
Lodging operating
expenses
Real estate taxes
Total operating
expenses
Net operating income
Average occupancy for
the period
Number of Properties
$ 447,324
$ 78,928
$ 526,252
$413,492
$ 21,047
$434,539
$ 33,832
8.2 % $ 91,713
21.1 %
$ 281,972
$ 53,399
$ 335,371
$261,529
$ 13,869
$275,398
$ (20,443)
(7.8)% $ (59,973)
(21.8)%
20,308
3,255
23,563
21,301
881
22,182
993
4.7 %
(1,381)
(6.2)%
$ 302,280
$ 56,654
$ 358,934
$282,830
$ 14,750
$297,580
$ (19,450)
(6.9)% $ (61,354)
(17.1)%
$ 145,044
$ 22,274
$ 167,318
$130,662
$
6,297
$136,959
$ 14,382
11.0 % $ 30,359
22.2 %
73%
73
N/A
8
72%
81
71%
73
N/A
5
70%
78
Room Rev Par
Average Daily Rate
$
$
90
123
N/A $
N/A $
90
125
$
$
84
119
N/A $
N/A $
84
119
Office Segment
We had no acquisitions in our office portfolio in 2012, 2011 and 2010 and minimal dispositions during the same period. Our
office segment net operating income totaled $133,701 for the year ended December 31, 2010 to $132,050 for the year ended
December 31, 2011 and to $132,229 for the year ended December 31, 2012. The stability of net operating income was a result
46
of consistent occupancy and rental rates over the periods. We had slight decreases in straight-line rents due to contractual rent
changes as well as decreased termination income reflected in other property income when comparing the three periods. The
increase in real estate taxes was offset by an increase in tenant recovery income as generally the tenants are responsible for
reimbursement of real estate tax and lower property operating expenses due to decreased management fees and lower snow
removal costs.
We see market rates continuing to decrease from the current rates as office tenants continue to downsize not only their
workforce, but also the space they provide for their employees. The lease expirations reflected in 2016 and 2017 substantially
consist of two properties, AT&T in Hoffman Estates, Illinois, which is located in the greater metro Chicago market and AT&T
in St. Louis, Missouri. These leases represent 61% of the 2016 lease expirations or approximately 1.7 million square feet and
69% of the 2017 lease expirations or approximately 1.5 million square feet, respectively. In 2013, we expect our same store net
operating income to be slightly down to flat.
Office Properties
Physical occupancy
Economic occupancy
Rent per square foot
Investment in properties, undepreciated
Total Office Properties
As of December 31,
2012
2011
2010
92%
93%
92%
92%
94%
94%
$
$
15.42
1,924,468
$
$
15.13
1,925,736
$
$
15.09
1,929,763
Comparison of Years Ended December 31, 2012 and 2011
The table below represents operating information for the office segment and for the same store portfolio consisting of
properties acquired prior to January 1, 2011. The properties in the same store portfolio were owned for the years ended
December 31, 2012 and 2011.
Office
For the year ended
December 31, 2012
For the year ended
December 31, 2011
Same Store
Portfolio
Change Favorable/
(Unfavorable)
Total
Company
Change
Favorable/
(Unfavorable)
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Amount
%
Amount
%
Revenues:
Rental income
$143,019
$
— $143,019
$143,112
$
— $143,112
$
(93)
(0.1)% $
(93)
(0.1)%
Straight line
rental income
Tenant recovery
incomes
Other property
income
3,883
26,292
3,089
—
—
—
3,883
4,147
26,292
25,300
3,089
3,885
—
—
—
4,147
(264)
(6.4)%
(264)
(6.4)%
25,300
992
3.9 %
992
3.9 %
3,885
(796)
(20.5)%
(796)
(20.5)%
$176,283
$
— $176,283
$176,444
$
— $176,444
$
(161)
(0.1)% $
(161)
(0.1)%
Real estate taxes
14,091
$ 29,963
$ 44,054
$132,229
$
$
$
— $ 29,963
$ 31,052
—
14,091
13,342
— $ 44,054
$ 44,394
— $132,229
$132,050
$
$
$
— $ 31,052
$
1,089
3.5 % $
1,089
—
13,342
(749)
(5.6)%
(749)
— $ 44,394
— $132,050
$
$
340
179
0.8 % $
0.1 % $
340
179
3.5 %
(5.6)%
0.8 %
0.1 %
Total revenues
Expenses:
Property
operating
expenses
Total operating
expenses
Net operating income
Average occupancy for
the period
Number of Properties
93%
42
N/A
—
93%
42
93%
42
N/A
—
92%
42
47
Comparison of Years Ended December 31, 2011 and December 31, 2010
The table below represents operating information for the office segment and for the same store portfolio consisting of
properties acquired prior to January 1, 2010. The properties in the same store portfolio were owned for the years ended
December 31, 2011 and December 31, 2010.
Office
For the year ended
December 31, 2011
For the year ended
December 31, 2010
Same Store
Portfolio
Change
Favorable/
(Unfavorable)
Total Company
Change
Favorable/
(Unfavorable)
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Amount
%
Amount
%
Revenues:
Rental income
Straight line rental
income
Tenant recovery
incomes
Other property
income
Total revenues
Expenses:
Property operating
expenses
Real estate taxes
Total operating expenses
Net operating income
Average occupancy for
the period
Number of Properties
Industrial Segment
$139,165
$
3,947
$143,112
$140,922
$
981
$141,903
$ (1,757)
(1.2)% $
1,209
0.9 %
4,594
(447)
4,147
6,131
(376)
5,755
(1,537)
(25.1)%
(1,608)
(27.9)%
24,199
1,101
25,300
26,195
224
26,419
(1,996)
(7.6)%
(1,119)
(4.2)%
3,857
28
3,885
4,229
(2)
4,227
(372)
(8.8)%
(342)
(8.1)%
$171,815
$
4,629
$176,444
$177,477
$ 29,958
12,474
$ 42,432
$129,383
$
$
$
1,094
$ 31,052
$ 31,008
868
13,342
13,512
1,962
$ 44,394
$ 44,520
2,667
$132,050
$132,957
$
$
$
$
827
$178,304
$ (5,662)
(3.2)% $ (1,860)
(1.0)%
(115) $ 30,893
198
13,710
83
$ 44,603
$
$
1,050
1,038
2,088
3.4 % $
(159)
7.7 %
4.7 % $
368
209
744
$133,701
$ (3,574)
(2.7)% $ (1,651)
(0.5)%
2.8 %
0.5 %
(1.2)%
93%
39
N/A
3
92%
42
94%
39
N/A
3
94%
42
During 2012, our industrial holdings continued to experience high economic occupancy and consistent rental rates. These
factors are reflected in the same store net operating income increase of 1.5% for the year ended December 31, 2011 to
December 31, 2012, which was a result of scheduled rent increases as well as a reduction of property management fees. Total
segment real estate taxes increased from December 31, 2011 of $1,171 compared to $2,940 for the same period in 2012. In late
2011, a real estate tax expense cap expired at one of our properties which have net leases and tenants are directly responsible
for operating expenses and reimburse us for real estate taxes. This is reflected in the tenant recovery income which increased to
$3,370 from $1,414 for the year ended December 31, 2012 and 2011.
In early 2010, we acquired charter schools and correctional facilities consisting of nine properties under long-term triple net
leases. Additionally in 2011, we placed in service one charter school. These acquisitions contributed to total segment net
operating income for December 31, 2011 exceeding the prior year by $3,362 or 4.5%.
Rental rates are expected to remain consistent in 2013 for our specialty distribution centers as well as our charter schools and
correctional facilities and slightly increase for our distribution centers. In 2013, we expect our same store net operating income
to be flat to slightly up.
Industrial Properties
Physical occupancy
Economic occupancy
Rent per square foot
Investment in properties, undepreciated
Total Industrial Properties
As of December 31,
2012
2011
2010
96%
97%
6.48
971,935
$
$
97%
98%
6.23
979,579
$
$
94%
95%
6.31
944,871
$
$
48
Comparison of Years Ended December 31, 2012 and 2011
The table below represents operating information for the industrial segment and for the same store portfolio consisting of
properties acquired prior to January 1, 2011. The properties in the same store portfolio were owned for the years ended
December 31, 2012 and 2011.
Industrial
For the year ended December 31,
2012
For the year ended December 31,
2011
Same Store
Portfolio
Change
Favorable/
(Unfavorable)
Total Company
Change
Favorable/
(Unfavorable)
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Amount
%
Amount
%
$ 77,642
$
3,224
$ 80,866
$ 75,784
$
1,139
$ 76,923
$
1,858
2.5 % $
3,943
5.1 %
2,231
(16)
2,215
3,816
40
3,856
(1,585)
(41.5)%
(1,641)
(42.6)%
2,609
290
761
3,370
1,253
161
1,414
1,356
108.2 %
1,956
138.3 %
66
356
118
1,002
1,120
172
145.8 %
(764)
(68.2)%
$ 82,772
$
4,035
$ 86,807
$ 80,971
$
2,342
$ 83,313
$
1,801
2.2 % $
3,494
4.2 %
$
3,107
$
589
$
3,696
$
3,976
$
268
$
4,244
$
869
21.9 % $
548
12.9 %
2,571
369
2,940
1,007
164
1,171
(1,564)
(155.3)%
(1,769)
(151.1)%
$
5,678
$ 77,094
$
$
958
$
6,636
$
4,983
3,077
$ 80,171
$ 75,988
$
$
432
$
5,415
1,910
$ 77,898
$
$
(695)
(13.9)% $
(1,221)
(22.5)%
1,106
1.5 % $
2,273
2.9 %
97%
N/A
97%
98%
N/A
50
3
53
50
3
98%
53
Revenues:
Rental income
Straight line
rental income
Tenant
recovery
incomes
Other property
income
Total revenues
Expenses:
Property
operating
expenses
Real estate
taxes
Total operating
expenses
Net operating
income
Average occupancy
for the period
Number of
Properties
Comparison of Years Ended December 31, 2011 and December 31, 2010
The table below represents operating information for the industrial segment and for the same store portfolio consisting of
properties acquired prior to January 1, 2010. The properties in the same store portfolio were owned for the years ended
December 31, 2011 and December 31, 2010.
49
Industrial
For the year ended December 31,
2011
For the year ended December 31,
2010
Same Store
Portfolio
Change
Favorable/
(Unfavorable)
Total Company
Change
Favorable/
(Unfavorable)
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Amount
%
Amount
%
$ 59,169
$
17,754
$ 76,923
$ 60,522
$
14,969
$ 75,491
$
(1,353)
(2.2)% $
1,432
1.9 %
3,998
(142)
3,856
2,496
443
2,939
1,502
60.2 %
917
31.2 %
1,253
161
1,414
1,037
70
1,050
1,120
69
—
41
1,037
110
$ 64,490
$
18,823
$ 83,313
$ 64,124
$
15,453
$ 79,577
$
216
1
366
20.8 %
377
36.4 %
1.4 %
0.6 % $
1,010
3,736
918.2 %
4.7 %
$
3,403
$
841
$
4,244
$
3,523
$
324
$
3,847
$
120
3.4 % $
(397)
(9.4)%
1,007
164
1,171
1,123
71
1,194
$
4,410
$ 60,080
$
$
1,005
$
5,415
$
4,646
17,818
$ 77,898
$ 59,478
$
$
395
$
5,041
15,058
$ 74,536
$
$
116
236
602
10.3 %
23
2.0 %
5.1 % $
(374)
(6.9)%
1.0 % $
3,362
4.5 %
98%
N/A
98%
98%
N/A
43
10
53
43
9
95%
52
Revenues:
Rental income
Straight line
rental income
Tenant
recovery
incomes
Other property
income
Total revenues
Expenses:
Property
operating
expenses
Real estate
taxes
Total operating
expenses
Net operating
income
Average occupancy
for the period
Number of
Properties
Multi-family Segment
Our multi-family portfolio continues to perform well with net operating income increasing $7,830 or 18.2% on a total segment
basis for the year ended December 31, 2012 compared to the year ended December 31, 2011 and $9,954 or 30.1% for the year
ended December 31, 2011 compared to the year ended December 31, 2010. The increases were a result of high occupancy
which provided the ability to increase rental rates and decrease the concessions, specifically in 2011 and 2012. On a same store
basis, net operating income increased $3,965 or 9.2% for the year ended December 31, 2012 compared to the year ended
December 31, 2011 and $5,775 or 17.8% for the year ended December 31, 2011 compared to the year ended December 31,
2010. We believe these increases were a result of the single family housing market downturn and limited availability of credit
for new or existing homeowners, which drove demand to multi-family apartments across the nation.
Our multi-family segment consists of conventional apartments and student housing. During 2010, 2011 and 2012, for
conventional apartments we acquired 1,072 units and disposed of 3,068 units and for student housing we acquired and placed in
service 2,566 student housing beds. During 2013, we anticipate placing one additional student housing property in service and
one additional conventional multi-family property in service. During 2014, we anticipate placing another student housing
property in service. We expect to see rental rates in the student housing and conventional multi-family continue to rise in 2013
and occupancy to remain consistent with 2012. In 2013, we expect our same store net operating income to be up over 2012
results.
Multi-family Properties
Economic occupancy
End of month scheduled rent per multi-family unit per month
End of month scheduled rent per student housing bed per month
Investment in properties, undepreciated
Total Multi-family Properties
As of December 31,
2012
2011
2010
92%
992
680
892,043
$
$
$
92%
953
668
737,767
$
$
$
92%
925
655
705,711
$
$
$
50
Comparison of Years Ended December 31, 2012 and 2011
The table below represents operating information for the multi-family segment and for the same store portfolio consisting of
properties acquired prior to January 1, 2011. The properties in the same store portfolio were owned for the years ended
December 31, 2012 and 2011.
Multi-family
For the year ended December 31,
2012
For the year ended December 31,
2011
Same Store
Portfolio
Change
Favorable/
(Unfavorable)
Total
Company
Change
Favorable/
(Unfavorable)
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Amount
%
Amount
%
$ 79,641
$
4,939
$ 84,580
$ 75,300
$
— $ 75,300
$
4,341
5.8 % $
9,280
12.3 %
246
497
(11)
—
235
497
225
466
6,234
350
6,584
6,243
—
—
—
225
466
21
31
9.3 %
6.7 %
10
31
6,243
(9)
(0.1)%
341
$ 86,618
$
5,278
$ 91,896
$ 82,234
$
— $ 82,234
$
4,384
5.3 % $
9,662
4.4 %
6.7 %
5.5 %
11.7 %
$ 30,496
$
981
$ 31,477
$ 30,430
$
— $ 30,430
$
(66)
(0.22)% $
(1,047)
(3.4)%
9,173
432
9,605
8,820
—
8,820
(353)
(4.0)%
(785)
(8.9)%
Revenues:
Rental income
Straight line
rental income
Tenant recovery
incomes
Other property
income
Total revenues
Expenses:
Property
operating
expenses
Real estate
taxes
Total operating
expenses
$ 39,669
Net operating income $ 46,949
Average occupancy
for the period
93%
Number of Properties
22
$
$
1,413
$ 41,082
$ 39,250
3,865
$ 50,814
$ 42,984
$
$
— $ 39,250
— $ 42,984
$
$
(419)
3,965
(1.1)% $
(1,832)
9.2 % $
7,830
(4.7)%
18.2 %
N/A
4
94%
26
93%
22
N/A
—
93%
22
Comparison of Years Ended December 31, 2011 and December 31, 2010
The table below represents operating information for the multi-family segment and for the same store portfolio consisting of
properties acquired prior to January 1, 2010. The properties in the same store portfolio were owned for the years ended
December 31, 2011 and December 31, 2010.
51
Multi-family
For the year ended December 31,
2011
For the year ended December 31,
2010
Same Store
Portfolio
Change Favorable/
(Unfavorable)
Total Company
Change
Favorable/
(Unfavorable)
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Same
Store
Portfolio
Non-
Same
Store
Total
Company
Amount
%
Amount
%
Revenues:
Rental income
Straight line
rental income
Tenant
recovery
incomes
Other property
income
Total revenues
Expenses:
Property
operating
expenses
Real estate
taxes
Total operating
expenses
Net operating
income
Average occupancy
for the period
Number of
Properties
Developments
$ 68,252
$
7,048
$ 75,300
$ 63,413
$
2,263
$ 65,676
$
4,839
7.6 % $
9,624
14.7 %
145
446
80
20
225
466
232
360
(29)
203
(87)
(37.5)%
11
371
86
23.9 %
22
95
5,592
74,435
651
7,799
6,243
82,234
5,253
69,258
190
2,435
5,443
71,693
339
5,177
6.5 %
7.5 %
800
10,541
10.8 %
25.6 %
14.7 %
14.7 %
$ 28,899
$
1,531
$ 30,430
$ 28,813
$
584
$ 29,397
$
(86)
(0.3)% $
(1,033)
(3.4)%
7,252
1,568
8,820
7,936
1,330
9,266
$ 36,151
$ 38,284
$
$
3,099
$ 39,250
$ 36,749
4,700
$ 42,984
$ 32,509
$
$
1,914
$ 38,663
521
$ 33,030
$
$
684
598
8.6 %
446
5.1 %
1.6 % $
(587)
(1.5)%
5,775
17.8 % $
9,954
30.1 %
93%
N/A
94%
92%
N/A
20
2
22
20
2
92%
22
We have development projects that are in various stages of pre-development and development which are funded by borrowings
secured by the properties and our equity. Specifically identifiable direct development and construction costs are capitalized,
including, where applicable, salaries and related costs, real estate taxes and interest incurred in developing the property. These
developments encompass the retail and multi-family segments.
The properties under development and all amounts set forth below are as of December 31, 2012. (Dollar amounts stated in
thousands.)
Name
Location
(City, State)
Property Type
Woodbridge
Wylie, TX
Retail
Cityville/Cityplace
Dallas, TX
Multi-family
Square
Feet
519,745
356 units
UH at Fullerton
UH at Charlotte
Fullerton, CA
Student Housing
1,198 beds
Charlotte, NC
Student Housing
670 beds
Total Costs
Incurred to
Date ($) (a)
Total
Estimated
Costs ($)
(b)
Remaining
Costs to be
Funded by
Inland
American ($)
(c)
Note
Payable as
of
December 31,
2012 ($)
Estimated
Placed in
Service Date
(d) (e)
44,932
53,840
113,327
3,465
69,019
62,169
128,501
43,230
—
—
—
18,515
(f)
24,070 Q2 2013 (e)
60,570
Q3 2013 (e)
15,307
— Q3 2014
(a) The Total Costs Incurred to Date represent total costs incurred for the development, including any costs allocated to parcels placed in service, but
excluding capitalized interest.
(b) The Total Estimated Costs represent 100% of the development’s estimated costs, including the acquisition cost of the land and building, if any, and
excluding capitalized interest. The Total Estimated Costs are subject to change upon, or prior to, the completion of the development and include
amounts required to lease the property.
(c) We anticipate funding remaining development, to the extent any, through construction financing secured by the properties and equity contributions.
(d) The Estimated Placed in Service Date represents the date the certificate of occupancy is currently anticipated to be obtained. Subsequent to obtaining
the certificate of occupancy, each property will go through a lease-up period.
(e) Leasing activities related to multi-family and student housing properties do not begin until six to nine months prior to the placed in service date.
(f) Woodbridge is a retail shopping center and development is planned to be completed in phases. As the construction and lease-up of individual phases
are completed, the respective phase will be placed in service resulting in a range of estimated placed in service dates through 2016. Of the costs
incurred to date, $30,292 relates to phases that have been placed in service as of December 31, 2012.
52
As part of our restructure and foreclosure of the Stan Thomas note, we began overseeing as the secured lender certain roadway
and utility infrastructure projects that will provide access to the 240 acre Sacramento Railyards property. The Railyards
property is located immediately adjacent to, and to the north of, Sacramento’s central business district. The infrastructure
projects were planned, approved and funded prior to the foreclosure of the Stan Thomas note. The Railyards property is the
subject of a collaborative planning and infrastructure funding effort of various federal, state and local municipalities, and its
development is scheduled to be completed in phases during the years 2013-2030. We are currently engaged in efforts both to
either sell parcels within the Railyards or to sell the entire property to a master developer. The current book value, excluding
capitalized interest, of the Railyards property is $113,832 as of December 31, 2012.
Critical Accounting Policies and Estimates
General
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in
certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes.
This section discusses those critical accounting policies and estimates. These judgments often result from the need to make
estimates about the effect of matters that are inherently uncertain. GAAP requires information in financial statements about
accounting principles, methods used and disclosures pertaining to significant estimates. This discussion addresses our judgment
pertaining to trends, events or uncertainties known which were taken into consideration upon the application of those policies.
Acquisitions
We allocate the purchase price of each acquired business between tangible and intangible assets at full fair value at the date of
the transaction. Such tangible and intangible assets include land, building and improvements, acquired above market and below
market leases, in-place lease value, customer relationships (if any), and any assumed financing that is determined to be above
or below market terms. Any additional amounts are allocated to goodwill as required, based on the remaining purchase price in
excess of the fair value of the tangible and intangible assets acquired and liabilities assumed. The allocation of the purchase
price is an area that requires judgment and significant estimates.
We expense acquisition costs of all transactions as incurred. All costs related to finding, analyzing and negotiating a transaction
are expensed as incurred as a general and administrative expense, whether or not the acquisition is completed. These expenses
would include acquisition fees, if any, paid to an affiliate of our business manager.
Impairment
We assess the carrying values of the respective long-lived assets, whenever events or changes in circumstances indicate that the
carrying amounts of these assets may not be fully recoverable, such as a reduction in the expected holding period of the asset. If
it is determined that the carrying value is not recoverable because the undiscounted cash flows do not exceed carrying value,
we are required to record an impairment loss to the extent that the carrying value exceeds fair value. The valuation and possible
subsequent impairment of investment properties is a significant estimate that can and does change based on our continuous
process of analyzing each property and reviewing assumptions about uncertain inherent factors, as well as the economic
condition of the property at a particular point in time.
We also evaluate our equity method investments for impairment indicators. The valuation analysis considers the investment
positions in relation to the underlying business and activities of our investment and identifies potential declines in fair value.
An impairment loss should be recognized if a decline in value of the investment has occurred that is considered to be other than
temporary, without ability to recover or sustain operations that would support the value of the investment.
Cost Capitalization and Depreciation Policies
Our policy is to review all expenses paid and capitalize any items which are deemed to be an upgrade or a tenant improvement.
These costs are capitalized and included in the investment properties classification as an addition to buildings and
improvements.
Buildings and improvements are depreciated on a straight-line basis based upon estimated useful lives of 30 years for buildings
and improvements, and 5-15 years for site improvements and furniture, fixtures and equipment. Tenant improvements are
depreciated on a straight-line basis over the life of the related lease as a component of depreciation and amortization expense.
The portion of the purchase price allocated to acquired above market costs and acquired below market costs is amortized on a
straight-line basis over the life of the related lease as an adjustment to net rental income. Acquired in-place lease costs,
customer relationship value and other leasing costs are amortized on a straight-line basis over the life of the related lease as a
component of amortization expense.
53
Cost capitalization and the estimate of useful lives requires our judgment and includes significant estimates that can and do
change based on our process which periodically analyzes each property and on our assumptions about uncertain inherent
factors.
Dispositions
The Company accounts for dispositions in accordance with Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 360-20, Real Estate Sales. The Company recognizes gain in full when real estate is sold,
provided (a) the profit is determinable, that is, the collectability of the sales price is reasonably assured or the amount that will
not be collectible can be estimated, and (b) the earnings process is virtually complete, that is, the seller is not obliged to
perform significant activities after the sale to earn the profit. The Company records the transaction as discontinued operations
for all periods presented in accordance with FASB ASC 205-20, Presentation of Financial Statements - Discontinued
Operations.
Investment in Marketable Securities
We classify our investment in securities in one of three categories: trading, available-for-sale, or held-to-maturity. Trading
securities are bought and held principally for the purpose of selling them in the near term. Held-to-maturity securities are those
securities in which we have the ability and intent to hold the security until maturity. All securities not included in trading or
held-to-maturity are classified as available-for-sale. Investment in securities at December 31, 2012 and 2011 consists of
common and preferred stock investments and investments in real estate related bonds that are all classified as available-for-sale
securities and are recorded at fair value. Unrealized holding gains and losses on available-for-sale securities are excluded from
earnings and reported as a separate component of other comprehensive income until realized. Realized gains and losses from
the sale of available-for-sale securities are determined on a specific identification basis. A decline in the market value of any
available-for-sale security below cost that is deemed to be other than temporary, results in a reduction in the carrying amount to
fair value. The impairment is charged to earnings and a new cost basis for the security is established. When a security is
impaired, management considers whether we have the ability and intent to hold the investment for a time sufficient to allow for
any anticipated recovery in market value and considers whether evidence indicating the cost of the investment is recoverable
outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the
severity and duration of the impairment, changes in value subsequent to period end and forecasted performance of the investee.
Revenue Recognition
We commence revenue recognition on our leases based on a number of factors. In most cases, revenue recognition under a
lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs on the
lease commencement date. The determination of who is the owner, for accounting purposes, of the tenant improvements
determines the nature of the leased asset and when revenue recognition under a lease begins. If we are the owner, for
accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins
when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If we
conclude we are not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the leased
asset is the unimproved space and any tenant improvement allowances funded under the lease are treated as lease incentives
which reduces revenue recognized over the term of the lease. In these circumstances, we begin revenue recognition when the
lessee takes possession of the unimproved space for the lessee to construct their own improvements. We consider a number of
different factors to evaluate whether it or the lessee is the owner of the tenant improvements for accounting purposes. These
factors include:
• whether the lease stipulates how and on what a tenant improvement allowance may be spent;
• whether the tenant or landlord retains legal title to the improvements;
•
•
the uniqueness of the improvements;
the expected economic life of the tenant improvements relative to the length of the lease; and
• who constructs or directs the construction of the improvements.
The determination of who owns the tenant improvements, for accounting purposes, is subject to significant judgment. In
making that determination, we consider all of the above factors. No one factor, however, necessarily establishes its
determination.
We recognize rental income on a straight-line basis over the term of each lease. The difference between rental income earned
on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent
receivable and is included as a component of accounts and rents receivable in the accompanying consolidated balance sheets.
54
Due to the impact of the straight-line basis, rental income generally is greater than the cash collected in the early years and
decreases in the later years of a lease. We periodically review the collectability of outstanding receivables. Allowances are
taken for those balances that we deem to be uncollectible, including any amounts relating to straight-line rent receivables.
Reimbursements from tenants for recoverable real estate tax and operating expenses are accrued as revenue in the period the
applicable expenses are incurred. We make certain assumptions and judgments in estimating the reimbursements at the end of
each reporting period. We do not expect the actual results to significantly differ from the estimated reimbursement.
We will recognize lease termination income if there is a signed termination letter agreement, all of the conditions of the
agreement have been met, collectability is reasonably assured and the tenant is no longer occupying the property. Upon early
lease termination, we will provide for losses related to unrecovered intangibles and other assets.
We recognize lodging operating revenue on an accrual basis consistent with operations.
Consolidation
We evaluate our investments in limited liability companies and partnerships to determine whether such entities may be a
variable interest entity (“VIE”). If the entity is a VIE, the determination of whether we are the primary beneficiary must be
made. We will consolidate a VIE if we are deemed to be the primary beneficiary, as defined in FASB ASC 810, Consolidation.
The equity method of accounting is applied to entities in which we are not the primary beneficiary as defined FASB ASC 810,
or the entity is not a VIE and we do not have effective control, but can exercise influence over the entity with respect to its
operations and major decisions.
Income Taxes
We operate in a manner intended to enable each entity to qualify as a REIT under Sections 856 through 860 of the Internal
Revenue Code of 1986, as amended. Under those sections, a REIT that distributes at least 90% of its “REIT taxable income”
determined without regard to the deduction for dividends paid and by excluding any net capital gain to its stockholders each
year and that meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its
stockholders. If we fail to distribute the required amount of income to our stockholders, or fail to meet the various REIT
requirements, without the benefit of certain relief provisions, we may fail to qualify as a REIT and substantial adverse tax
consequences may result. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our
income, property, or net worth, and to federal income and excise taxes on our undistributed taxable income. In addition, taxable
income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state and local income taxes.
Liquidity and Capital Resources
As of December 31, 2012, we had $220.8 million of cash and cash equivalents. We continually evaluate the economic and
credit environment and its impact on our business. Maintaining significant capital reserves has become a priority. We believe
we are appropriately positioned to have significant cash to utilize in executing our strategy.
Short Term Liquidity and Capital Resources
On a short term basis, our principal demands for funds are to pay our corporate and operating expenses, as well as property
capital expenditures, make distributions to our stockholders, and pay/make interest and principal payments on our current
indebtedness. Our capital expenditures mainly consist of improvements to hotels, in which a portion is reserved for in
restricted escrows. We are negotiating refinancing the remaining 2013 debt at terms that will most likely be at lower rates. We
expect to meet our short term liquidity requirements from cash flow from operations, proceeds from our dividend reinvestment
plan and distributions from our joint venture investments.
Long Term Liquidity and Capital Resources
On a long term basis, our objectives are to maximize revenue generated by our existing properties, to further enhance the value
of our segments that produce attractive current yield and long-term risk-adjusted returns to our stockholders and to generate
sustainable and predictable cash flow from our operations to distribute to our stockholders. We believe the increased
performance of our lodging and multi-family segments as well as the repositioning of our retail and lodging properties will
increase our operating cash flows.
Our principal demands for funds have been and will continue to be:
•
to pay our expenses and the operating expenses of our properties;
55
•
•
•
•
•
•
to make distributions to our stockholders;
to service or pay-down our debt;
to fund capital expenditures;
to invest in properties;
to fund joint ventures and development investments; and
to fund our share repurchase program.
Generally, our cash needs have been and will be funded from:
•
•
•
•
•
•
income earned on our investment properties;
interest income on investments and dividend and gain on sale income earned on our investment in marketable
securities;
distributions from our joint venture investments;
proceeds from sales of properties;
proceeds from borrowings on properties; and
issuance of shares under our distribution reinvestment plan.
Distributions
We declared cash distributions to our stockholders per weighted average number of shares outstanding during the period from
January 1, 2012 to December 31, 2012 totaling $440.0 million or $.50 per share, including amounts reinvested through the
dividend reinvestment plan. During the year ended December 31, 2012, we paid cash distributions of $439.2 million. These
cash distributions were paid with $456.2 million from our cash flow from operations, $31.7 million provided by distributions
from unconsolidated entities, as well as $40.7 million from gain on sales of properties.
We continue to provide cash distributions to our stockholders from cash generated by our operations. The following chart
summarizes the sources of our cash used to pay distributions. Our primary source of cash is cash flow provided by operating
activities from our investments as presented in our cash flow statement. We also include distributions from unconsolidated
entities to the extent that the underlying real estate operations in these entities generate these cash flows. Gain on sales of
properties relate to net profits from the sale of certain properties. Our presentation is not intended to be an alternative to our
consolidated statements of cash flow and does not present all the sources and uses of our cash.
The following table presents a historical view of our distribution coverage.
Cash flow provided by operations
Distributions from unconsolidated entities
Gain on sales of properties (1)
Distributions declared
Excess (deficiency)
$
$
$
$
$
2012
456,221
31,710
40,691
(440,031)
88,591
2011
397,949
33,954
6,141
(429,599)
8,445
2010
356,660
31,737
55,412
(417,885)
25,924
2009
369,031
32,081
—
(405,337)
(4,225)
2008
384,365
41,704
—
(418,694)
7,375
(1) Excludes gains reflected on impaired values.
Cash flow from operations for the year ended December 31, 2012 included an increase in the accrued interest expense payable
of $22,100 as compared to the year ended December 31, 2011. This was a result of a one-time change in timing of debt service
payments from 2011 to 2012.
The following table presents a historical summary of distributions declared, distributions paid and distributions reinvested.
Distributions declared
Distributions paid
Distributions reinvested
2012
440,031
439,188
191,785
$
$
$
2011
429,599
428,650
199,591
2010
417,885
416,935
207,296
2009
405,337
411,797
231,306
2008
418,694
405,925
242,113
56
Acquisitions and Dispositions of Real Estate Investments
We acquired thirteen and ten properties during the years ended December 31, 2012 and 2011, respectively, which were funded
with available cash, disposition proceeds, mortgage indebtedness, and the proceeds from the distribution reinvestment plan. We
invested net cash of approximately $447.9 million and $446.1 million for these acquisitions. For the year ended December 31,
2012, we sold approximately 143 bank branches (142 retail branches and one office branch), four retail properties, 13 lodging
properties, two industrial properties, and four multi-family properties, generating net sales proceeds of $522.6 million.
Comparatively for the year ended December 31, 2011 we sold 14 retail, six lodging, four office, one industrial, and one multi-
family properties, generating net sales proceeds of $246.3 million.
Stock Offering
We have completed two public offerings of our common stock on a best efforts basis as well as offerings of common stock
under our distribution reinvestment plan, or “DRP.” Under the DRP, as amended, the purchase price per share is equal to 100%
of the “market price” of a share of the Company’s common stock until the shares become listed for trading. For reinvestments
made after September 21, 2010 until December 29, 2011, the DRP purchase price was equal to $8.03 per share. After
December 29, 2011 until December 19, 2012, the DRP purchase price was equal to $7.22 per share. After December 19, 2012
and until a new estimated value per share has been established, the DRP purchase price is $6.93 per share. We are permitted to
offer shares pursuant to the DRP under the existing registration statement until the earlier of March 16, 2015 or the date we sell
all $803.0 million worth of shares in the offering. At that time we would consider filing a new registration statement to permit
the continued issuance of DRP shares. As of December 31, 2012, we had raised a total of approximately $8.8 billion of gross
offering proceeds as a result of all of our offerings (inclusive of distribution reinvestments and net of redemptions).
During the year ended December 31, 2012, we sold a total of 26,571,399 shares and generated $191.8 million in gross offering
proceeds under the DRP, as compared to 24,855,275 shares and $200.0 million during the year ended December 31, 2011. Our
average distribution reinvestment plan participation was 44% for the year ended December 31, 2012, compared to 47% for the
year ended December 31, 2011.
Share Repurchase Program
Our board adopted an Amended and Restated Share Repurchase Program, which was effective from April 11, 2011 through
January 31, 2012 (the “First Amended Program”). Our board subsequently adopted a Second Amended and Restated Share
Repurchase Program, which became effective as of February 1, 2012 (the “Second Amended Program”).
Under the Second Amended Program, we may repurchase shares of our common stock, on a quarterly basis, from the
beneficiary of a stockholder that has died or from stockholders that have a “qualifying disability” or are confined to a “long-
term care facility” (together, referred to herein as “hardship repurchases”). We are authorized to repurchase shares at a price per
share equal to 100% of the most recently disclosed estimated per share value of our common stock, which currently is equal to
$6.93 per share. Our obligation to repurchase any shares under the Second Amended Program is conditioned upon our having
sufficient funds available to complete the repurchase. Our board has initially reserved $10.0 million per calendar quarter for the
purpose of funding repurchases associated with death and $15.0 million per calendar quarter for the purpose of funding
hardship repurchases. If the funds reserved for either category of repurchase under the Second Amended Program are
insufficient to repurchase all of the shares for which repurchase requests have been received for a particular quarter, or if the
number of shares accepted for repurchase would cause us to exceed the 5.0% limit set forth therein, we will repurchase the
shares in the following order: (1) for death repurchases, we will repurchase shares in chronological order, based upon the
beneficial owner’s date of death; and (2) for hardship repurchases, we will repurchase shares on a pro rata basis, up to, but not
in excess of, the limits described herein; provided, that in the event that the repurchase would result in a stockholder owning
less than 150 shares, we will repurchase all of that stockholder’s shares.
For the year ended December 31, 2012, we received requests for the repurchase of 7,668,711 shares of our common stock. Of
these requests, we repurchased 6,334,187 shares of common stock for $45.7 million for the year ended December 31, 2012. In
January 2013, we repurchased 1,334,524 shares of common stock for $9.2 million. There were no additional requests
outstanding. The price per share for shares repurchased during the year ended December 31, 2012 was $7.22. The price per
share for shares repurchased in January 2013 was $6.93. All repurchases were funded from proceeds from our distribution
reinvestment plan. The table below summarizes the share repurchases.
Total number of share
repurchase requests
Total number of shares
repurchased
Price per share at date
of redemption
Total value of shares
repurchased
(in thousands)
For the year ended December 31, 2012
January 2013
7,668,711
—
6,334,187
1,334,524
$7.22
$6.93
$45,732
$9,248
57
Borrowings
The table below presents, on a consolidated basis, the principal amount, weighted average interest rates and maturity date (by
year) on our mortgage debt as of December 31, 2012 (dollar amounts are stated in thousands).
Maturing debt :
Fixed rate debt
(mortgage loans)
Variable rate debt
(mortgage loans)
Weighted average interest
rate on debt:
Fixed rate debt
(mortgage loans)
Variable rate debt
(mortgage loans)
2013
2014
2015
2016
2017
Thereafter
Total
$ 469,193
246,851
422,472
730,600
1,129,891
1,604,274
4,603,281
$ 413,714
422,123
261,856
52,397
100,422
40,650
1,291,162
5.90%
5.50%
5.59%
5.58%
5.74%
5.63%
5.67%
2.95%
3.08%
3.12%
3.13%
3.67%
3.47%
3.11%
The debt maturity excludes mortgage discounts associated with debt assumed at acquisition of which a discount of $27.4
million, net of accumulated amortization, is outstanding as of December 31, 2012. Of the total outstanding debt, approximately
$691.5 million is recourse to us.
As of December 31, 2012, we had approximately $883 million and $669 million in mortgage debt maturing in 2013 and 2014,
respectively. We are negotiating refinancing the remaining 2013 debt maturities at terms that will most likely be at lower rates.
We currently anticipate that we will be able to repay or refinance all of our debt on a timely basis, and believe we have
adequate sources of funds to meet our short term cash needs. However, there can be no assurance that we can obtain such
refinancing on satisfactory terms. Continued volatility in the capital markets could expose us to the risk of not being able to
borrow on terms and conditions acceptable to us for future acquisitions or refinancings.
Mortgage loans outstanding as of December 31, 2012 and 2011 were $5.9 billion and $5.8 billion, respectively, and had a
weighted average interest rate of 5.1% and 5.2% per annum, respectively. For the years ended December 31, 2012 and 2011,
we borrowed, net of paydowns, $18.3 million and $58.8 million, respectively, secured by our portfolio of marketable securities.
For the years ended December 31, 2012 and 2011, we borrowed approximately $709.3 million and $1.2 billion, respectively,
secured by mortgages on our properties and assumed $232.0 million and $0, respectively, of debt at acquisition.
Summary of Cash Flows
Cash provided by operating activities
Cash used in investing activities
Cash used in financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, at beginning of year
Cash and cash equivalents, at end of year
2012
Year ended December 31,
2011
(In thousands)
2010
$
$
456,221
(118,162)
(335,443)
2,616
218,163
$
397,949
(286,896)
(160,597)
(49,544)
267,707
$
220,779
$
218,163
$
356,660
(380,685)
(208,759)
(232,784)
500,491
267,707
Cash provided by operating activities was $456, $398 and $357 million for the years ended December 31, 2012, 2011 and
2010, respectively, and was generated primarily from operating income from property operations, and interest and dividends.
The increase in operating cash flows from the years ended December 31, 2010 to December 31, 2011 to December 31, 2012
was primarily due to the improved performance of the lodging and multi-family segments as well as a 2012 increase in the
accrued interest expense payable of $22,100. This was a result of a one-time change in timing of debt service payments from
2011 to 2012.
58
Cash used in investing activities was $118, $287 and $381 million for years ended December 31, 2012, 2011 and 2010,
respectively. The decrease in cash used in investing activities from the years ended December 31, 2011 to December 31, 2012
was primarily due to the proceeds from the sale of our investment properties in 2012. The decrease in cash used in investing
activities from the years ended December 31, 2010 to December 31, 2011 was primarily due to the proceeds from the sale of
unconsolidated entities in 2011.
Cash used in financing activities was $335, $161 and $209 million for the years ended December 31, 2012, 2011 and 2010,
respectively. The increase in cash used in financing activities from the years ended December 31, 2011 to December 31, 2012
was primarily due to a decrease in proceeds from our mortgage debt of $470 million in 2012, offset by the redemption of
noncontrolling interest of $294 million in 2011. The decrease in cash used in financing activities from the years ended
December 31, 2010 to December 31, 2011 was primarily due to the increase in proceeds from our mortgage debt of $747
million, offset by the increase in our payoffs of mortgage debt of $374 million and by the redemption of noncontrolling interest
of $294 million.
We consider all demand deposits, money market accounts and investments in certificates of deposit and repurchase agreements
with a maturity of three months or less, at the date of purchase, to be cash equivalents. We maintain our cash and cash
equivalents at financial institutions. The combined account balances at one or more institutions periodically exceed the Federal
Depository Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to
amounts on deposit in excess of FDIC insurance coverage.
Off Balance Sheet Arrangements
Contractual Obligations
The table below presents, on a consolidated basis, obligations and commitments to make future payments under debt
obligations (including interest), lease agreements, and margin accounts on our marketable securities portfolio as of
December 31, 2012 (dollar amounts are stated in thousands).
Long-Term Debt Obligations
Ground Lease Payments
Margins Payable
Payments due by period
Total
7,533,793
36,706
139,142
$
$
$
Less than
1 year
1,156,473
833
139,142
1-3 years
2,797,593
2,424
—
3-5 years
2,096,386
2,424
—
More than
5 years
1,483,341
31,025
—
Of the total long-term debt obligations, approximately $691.5 million is recourse to the Company.
We have acquired several properties subject to the obligation to pay the seller additional monies depending on the future
leasing and occupancy of the property. These earnout payments are based on a predetermined formula. Each earnout agreement
has a time limit regarding the obligation to pay any additional monies. If at the end of the time period, certain space has not
been leased and occupied, we will not have any further obligation. Assuming all the conditions are satisfied, as of
December 31, 2012, we would be obligated to pay as much as $6.4 million in the future as vacant space covered by these
earnout agreements is occupied and becomes rent producing. The information in the above table does not reflect these
contractual obligations.
Unconsolidated Real Estate Joint Ventures
Unconsolidated joint ventures are those where we have substantial influence over but do not control the entity. We account for
our interest in these ventures using the equity method of accounting. For additional discussion of our investments in joint
ventures. Please refer to Note 5 in our consolidated financial statements in Item 8 of this Annual Report on Form 10-K, which
is incorporated by reference into this Item 7. Our ownership percentage and related investment in each joint venture is
summarized in the following table. (Dollar amounts stated in thousands.)
59
Joint Venture
Cobalt Industrial REIT II
D.R. Stephens Institutional Fund, LLC
Brixmor/IA JV, LLC
Other Unconsolidated Joint Ventures
Ownership %
Investment at
December 31, 2012
36%
90%
(a)
Various
$
102,599
34,541
90,315
26,344
253,799
(a) We have preferred membership interest and are entitled to a 11% preferred dividend in Brixmor/IA JV, LLC (formerly
Centro/IA JV LLC).
Subsequent Events
Subsequent to December 31, 2012, we purchased one retail property, two lodging properties, and one student housing property
for a gross acquisition price of $119,900.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are subject to market risk associated with changes in interest rates both in terms of variable-rate debt and the price of new
fixed-rate debt upon maturity of existing debt and for acquisitions. We are also subject to market risk associated with our
marketable securities investments.
Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to
lower our overall borrowing costs. If market rates of interest on all of the floating rate debt as of December 31, 2012
permanently increased by 1%, the increase in interest expense on the floating rate debt would decrease future earnings and cash
flows by approximately $12.9 million. If market rates of interest on all of the floating rate debt as of December 31, 2012
permanently decreased by 1%, the decrease in interest expense on the floating rate debt would increase future earnings and
cash flows by approximately $12.9 million.
With regard to our variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring
changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging
opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both of our
outstanding or forecasted debt obligations as well as our potential offsetting hedge positions. The risk management control
systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of
changes in interest rates on our future cash flows.
We monitor interest rate risk using a variety of techniques, including periodically evaluating fixed interest rate quotes on all
variable rate debt and the costs associated with converting the debt to fixed rate debt. Also, existing fixed and variable rate
loans that are scheduled to mature in the next year or two are evaluated for possible early refinancing and or extension due to
consideration given to current interest rates. Refer to our Borrowings table in Item 7 of this Annual Report on Form 10-K for
mortgage debt principal amounts and weighted average interest rates by year and expected maturity to evaluate the expected
cash flows and sensitivity to interest rate changes.
We use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our properties. To
the extent we do, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under
the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which
creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, it
does not possess credit risk. It is our policy to enter into these transactions with the same party providing the financing. In the
alternative, we seek to minimize the credit risk in derivative instruments by entering into transactions with what we believe are
high-quality counterparties. Market risk is the adverse effect on the value of a financial instrument that results from a change in
interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that
limit the types and degree of market risk that may be undertaken.
We have entered into nine interest rate swap agreements that have converted $176.4 million or 9% of our variable rate
mortgage loans from variable to fixed rates. As of December 31, 2012, the pay rates ranged from 0.79% to 3.32% with maturity
dates from January 2, 2013 to September 29, 2014. The interest rate swaps have a notional amount of $176.4 million and fair
60
value at $0.9 million and $2.3 million as of December 31, 2012 and 2011, respectively. Please refer to Note 11 in our
consolidated financial statements in Item 8 of this Annual Report on Form 10-K, which is incorporated by reference into this
Item 7.
We have, and may in the future enter into, derivative positions that do not qualify for hedge accounting treatment. The gains or
losses resulting from marking-to-market, these derivatives at the end of each reporting period are recognized as an increase or
decrease in “interest expense” on our consolidated statements of income. In addition, we are, and may in the future be, subject
to additional expense based on the notional amount of the derivative positions and a specified spread over LIBOR.
Equity Price Risk
We are exposed to equity price risk as a result of our investments in marketable equity securities. Equity price risk is based on
volatility of equity prices and the values of corresponding equity indices.
Other than temporary impairments on our investments in marketable securities were $1.9, $24.4 and $1.9 million for the years
ended December 31, 2012, 2011 and 2010, respectively. We believe that our investments will continue to generate dividend
income and we could continue to recognize gains on sale. However, due to general economic and credit market uncertainties it
is difficult to project where the REIT market and our portfolio will perform in 2013.
Although it is difficult to project what factors may affect the prices of equity sectors and how much the effect might be, the
table below illustrates the impact of a 10% increase and a 10% decrease in the price of the equities held by us would have on
the value of the total assets and the book value of the Company as of December 31, 2012 (dollar amounts stated in thousands).
Equity securities
$
222,126
304,811
274,330
335,292
Cost
Fair Value
Hypothetical 10%
Decrease in
Market Value
Hypothetical 10%
Increase in
Market Value
61
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Index
Item 8. Consolidated Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
Financial Statements:
Consolidated Balance Sheets at December 31, 2012 and 2011
Consolidated Statements of Operations and Other Comprehensive Income for the years ended December 31, 2012,
2011 and 2010
Consolidated Statements of Changes in Equity for the years ended December 31, 2012, 2011 and 2010
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010
Notes to Consolidated Financial Statements
Real Estate and Accumulated Depreciation (Schedule III)
Schedules not filed:
All schedules other than the ones listed in the Index have been omitted as the required information is inapplicable or the
information is presented in the financial statements or related notes.
Page
63
64
65
67
70
73
102
62
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Inland American Real Estate Trust, Inc.:
We have audited the accompanying consolidated balance sheets of Inland American Real Estate Trust, Inc. (the Company) as of
December 31, 2012 and 2011, and the related consolidated statements of operations and other comprehensive income, changes in
equity, and cash flows for each of the years in the three-year period ended December 31, 2012. In connection with our audits of
the consolidated financial statements, we also have audited the financial statement schedule III. These consolidated financial
statements and financial statement schedule III are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these consolidated financial statements and financial statement schedule III based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Inland American Real Estate Trust, Inc. as of December 31, 2012 and 2011, and the results of their operations and their cash
flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule III, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/S/ KPMG LLP
Chicago, Illinois
March 12, 2013
63
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Balance Sheets
(Dollar amounts in thousands, except share amounts)
December 31,
2012
December 31,
2011
Assets
Assets:
Investment properties:
Land
Building and other improvements
Construction in progress
Total
Less accumulated depreciation
Net investment properties
Cash and cash equivalents
Restricted cash and escrows
Investment in marketable securities
Investment in unconsolidated entities
Accounts and rents receivable (net of allowance of $10,348 and $9,488)
Intangible assets, net
Deferred costs and other assets
Total assets
Liabilities and Equity
Liabilities:
Mortgages, notes and margins payable, net
Accounts payable and accrued expenses
Distributions payable
Intangible liabilities, net
Other liabilities
Total liabilities
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $.001 par value, 40,000,000 shares authorized, none outstanding
Common stock, $.001 par value, 1,460,000,000 shares authorized, 889,424,572
and 869,187,360 shares issued and outstanding
$
$
Additional paid in capital
Accumulated distributions in excess of net loss
Accumulated other comprehensive income
Total Company stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
$
1,882,715
$
$
$
8,679,105
337,384
10,899,204
(1,581,524)
9,317,680
220,779
104,027
327,655
253,799
121,773
298,828
115,343
10,759,884
6,006,146
142,835
37,059
80,769
150,325
6,417,134
—
889
7,921,913
(3,664,591)
84,414
4,342,625
125
4,342,750
1,938,637
8,465,602
323,842
10,728,081
(1,301,899)
9,426,182
218,163
98,444
289,365
316,711
114,615
326,332
129,378
10,919,190
5,902,712
105,153
36,216
83,203
128,592
6,255,876
—
869
7,775,880
(3,155,222)
41,948
4,663,475
(161)
4,663,314
$
10,759,884
$
10,919,190
See accompanying notes to the consolidated financial statements.
64
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Statements of Operations and Other Comprehensive Income
(Dollar amounts in thousands, except per share amounts)
Year ended
December 31, 2012
Year ended
December 31, 2011
Year ended
December 31, 2010
Income:
Rental income
Tenant recovery income
Other property income
Lodging income
Total income
Expenses:
General and administrative expenses
Property operating expenses
Lodging operating expenses
Real estate taxes
Depreciation and amortization
Business management fee
Provision for asset impairment
Provision for notes receivable impairment
Total expenses
Operating income
Interest and dividend income
Other income
Interest expense
Equity in income (loss) of unconsolidated entities
Gain, (loss) and (impairment) of investment in unconsolidated
entities, net
Realized gain, (loss) and (impairment) on securities, net
Loss before income taxes
Income tax benefit (expense)
Net loss from continuing operations
Income (loss) from discontinued operations, net
Net loss
Less: Net income attributable to noncontrolling interests
Net loss attributable to Company
Net loss, per common share, from continuing operations, basic and
diluted
Net income (loss), per common share, from discontinued
operations, basic and diluted
Net loss, per common share, basic and diluted
Weighted average number of common shares outstanding, basic
and diluted
Other comprehensive income (loss):
Unrealized gain (loss) on investment securities
Reversal of unrealized (gain) loss to realized gain (loss) on
investment securities
Unrealized gain on derivatives
Comprehensive loss attributable to the Company
$
$
$
$
$
$
$
$
$
$
622,954
$
594,946
$
98,770
15,244
700,427
1,437,395
36,814
128,096
454,417
98,495
424,236
39,892
77,348
—
90,213
16,462
526,252
1,227,873
31,032
127,676
335,372
86,292
407,968
40,000
28,967
—
1,259,298
1,057,307
$
178,097
$
170,566
$
23,386
2,710
(306,047)
1,998
(12,322)
4,319
22,860
19,145
(295,447)
(12,802)
(106,023)
(16,219)
(107,859) $
(217,920) $
(7,771)
(115,630) $
51,981
$
(63,649) $
(5,689)
3,387
(214,533) $
(95,012) $
(309,545) $
(6,708)
(69,338) $
(316,253) $
(0.14)
0.06
(0.08)
(0.26)
(0.11)
(0.37)
560,350
85,263
14,544
434,539
1,094,696
36,665
119,005
275,398
80,370
390,166
36,000
—
111,896
1,049,500
45,196
33,068
3,095
(271,360)
(18,684)
(11,239)
21,073
(198,851)
4,518
(194,333)
27,041
(167,292)
(9,139)
(176,431)
(0.24)
0.03
(0.21)
879,685,949
$
858,637,707
$
835,131,057
45,372
$
(24,950) $
40,491
(4,319) $
1,413
$
(26,872)
16,219
1,249
$
$
(323,735)
(21,073)
300
(156,713)
See accompanying notes to the consolidated financial statements.
65
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
66
Balance at January 1,
2010
Net income (loss)
Unrealized gain on
investment securities
Reversal of
unrealized gain to
realized gain on
investment securities
Unrealized gain on
derivatives
Distributions
declared
Contributions from
noncontrolling
interests
Proceeds from
distribution
reinvestment
program
Balance at December
31, 2010
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Statements of Changes in Equity
(Dollar amounts in thousands)
For the years ended December 31, 2012, 2011 and 2010
Number of
Shares
Common
Stock
Additional
Paid-in
Capital
Accumulated
Distributions
in excess of
Net Loss
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests
Total
Noncontrolling
Redeemable
Interests
823,619,190
—
—
—
—
—
—
824
—
—
—
—
—
—
7,397,831
(1,815,054)
—
—
—
—
—
—
(176,431)
—
—
—
(417,885)
—
—
29,712
—
40,491
(21,073)
300
—
—
—
18,869
5,632,182
(106)
(176,537)
264,132
9,245
—
—
—
40,491
(21,073)
300
—
—
—
(2,237)
(420,122)
(9,245)
855
855
—
207,296
—
—
22,787,584
22
207,274
846,406,774
846
7,605,105
(2,409,370)
49,430
17,381
5,263,392
264,132
See accompanying notes to the consolidated financial statements.
67
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Statements of Changes in Equity
(continued)
(Dollar amounts in thousands)
For the years ended December 31, 2012, 2011 and 2010
Number of
Shares
Common
Stock
Additional
Paid-in
Capital
Accumulated
Distributions
in excess of
Net Loss
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests
Total
Noncontrolling
Redeemable
Interests
Balance at January 1,
2011
Net income (loss)
Unrealized loss on
investment securities
Reversal of unrealized
loss to realized loss on
investment securities
Unrealized gain on
derivatives
Distributions declared
Adjustment to
redemption value for
noncontrolling interest
Contributions from
noncontrolling interests
Redemption of
noncontrolling interests
Proceeds from
distribution
reinvestment program
Share repurchase
program
Balance at December
31, 2011
846,406,774
—
—
—
—
—
—
—
—
24,855,275
846
—
—
—
—
—
—
—
—
25
7,605,105
(2,409,370)
—
—
—
—
—
(316,253)
—
—
—
(429,599)
(13,793)
—
—
199,566
—
—
—
—
—
(2,074,689)
(2)
(14,998)
49,430
—
(24,950)
16,219
1,249
—
—
—
—
—
—
17,381
(1,183)
5,263,392
(317,436)
264,132
7,891
—
—
—
(24,950)
16,219
1,249
—
—
—
(660)
(430,259)
(7,891)
(15,555)
(29,348)
29,348
651
(795)
—
—
651
—
(795)
(293,480)
199,591
(15,000)
—
—
—
869,187,360
869
7,775,880
(3,155,222)
41,948
(161)
4,663,314
See accompanying notes to the consolidated financial statements.
68
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Statements of Changes in Equity
(continued)
(Dollar amounts in thousands)
For the years ended December 31, 2012, 2011 and 2010
Number of
Shares
Common
Stock
Additional
Paid-in
Capital
Accumulated
Distributions
in excess of
Net Loss
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests
Total
869,187,360
$
869
$ 7,775,880
$ (3,155,222) $
41,948
$
(161) $
4,663,314
—
—
—
—
—
—
26,571,399
—
—
—
—
—
—
26
—
—
—
—
—
—
191,759
(6,334,187)
(6)
(45,726)
(69,338)
—
5,689
(63,649)
—
—
—
(440,031)
—
—
—
45,372
(4,319)
1,413
—
—
—
—
—
—
—
45,372
(4,319)
1,413
(3,806)
(443,837)
(1,597)
(1,597)
—
—
191,785
(45,732)
889,424,572
$
889
$ 7,921,913
$ (3,664,591) $
84,414
$
125
$
4,342,750
Balance at January 1,
2012
Net income (loss)
Unrealized loss on
investment securities
Reversal of unrealized
loss to realized loss on
investment securities
Unrealized gain on
derivatives
Contributions/
(distributions) declared,
net
Disposal of
noncontrolling interest
Proceeds from
distribution
reinvestment program
Share repurchase
program
Balance at December
31, 2012
See accompanying notes to the consolidated financial statements.
69
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Statements of Cash Flows
(Dollar amounts in thousands)
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
Amortization of above and below market leases, net
Amortization of debt premiums, discounts, and financing costs
Straight-line rental income
Gain on extinguishment of debt
Gain on sale of property, net
(Gain) loss on consolidated investment
Provision for asset impairment
Impairment of notes receivable
Equity in (income) loss of unconsolidated of entities
Distributions from unconsolidated entities
(Gain), loss and impairment of investment in unconsolidated entities, net
Realized (gain) loss on investments in securities
Impairment of investments in securities
Other non-cash adjustments
Changes in assets and liabilities:
Accounts and rents receivable
Deferred costs and other assets
Accounts payable and accrued expenses
Other liabilities
Net cash flows provided by operating activities
Cash flows from investing activities:
Purchase of investment properties
Acquired in-place and market-lease intangibles, net
Acquired goodwill
Capital expenditures and tenant improvements
Investment in development projects
Sale of investment properties
Purchase of investment securities
Sale of investment securities
Investment in unconsolidated entities
Proceeds from the sale of and return of capital from unconsolidated entities
Distributions from unconsolidated entities
Payment of leasing fees and franchise fees
Purchase of note receivable
Payments from notes receivable
Restricted escrows
Other assets
Net cash flows used in investing activities
Year ended
December 31, 2012
Year ended
December 31, 2011
Year ended
December 31, 2010
$
(63,649) $
(309,545) $
(167,292)
438,755
(2,271)
16,107
(11,010)
(9,478)
(40,691)
—
83,316
—
(1,998)
7,171
12,322
(6,218)
1,899
2,019
(603)
(3,005)
33,205
350
456,221
(447,909)
(15,838)
(23,735)
(89,578)
(109,441)
522,583
(23,015)
30,095
—
13,706
31,710
(11,341)
—
26
(4,735)
9,310
(118,162)
439,759
(1,326)
20,430
(13,841)
(10,848)
(16,510)
—
163,641
—
12,802
9,849
106,023
(8,137)
24,356
(18,649)
(855)
(12,138)
7,492
5,446
397,949
(446,096)
(18,231)
—
(71,157)
(74,850)
246,317
(79,147)
33,558
(409)
100,408
33,954
(9,772)
—
18,443
(6,567)
(13,347)
(286,896)
443,787
(433)
18,424
(17,705)
(19,227)
(55,412)
(433)
47,529
111,896
18,684
3,887
11,239
(22,929)
1,856
(278)
(3,612)
580
(6,958)
(6,943)
356,660
(365,427)
(74,841)
—
(109,827)
(56,894)
301,189
(86,986)
75,812
(60,043)
—
31,737
(8,211)
(34,253)
26,141
(23,179)
4,097
(380,685)
See accompanying notes to the consolidated financial statements.
70
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Statements of Cash Flows
(continued)
(Dollar amounts in thousands)
Year ended
December 31, 2012
Year ended
December 31, 2011
Year ended
December 31, 2010
Cash flows from financing activities:
Proceeds from the distribution reinvestment program
Shares repurchased
Distributions paid
Proceeds from mortgage debt and notes payable
Payoffs of mortgage debt
Principal payments of mortgage debt
Proceeds from margin securities debt, net
Payment of loan fees and deposits
Distributions paid to noncontrolling interests
Distributions paid to noncontrolling redeemable interests
Contributions from noncontrolling interests
Redemption of noncontrolling interests
Disposal of noncontrolling interests
Net cash flows used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, at beginning of year
Cash and cash equivalents, at end of year
$
191,785
(45,732)
(439,188)
709,280
(722,233)
(34,735)
18,284
(7,501)
(3,806)
—
—
—
(1,597)
(335,443)
2,616
218,163
220,779
$
199,591
(15,000)
(428,650)
1,179,594
(804,204)
(36,036)
58,756
(12,473)
(660)
(7,891)
651
(294,275)
—
(160,597)
(49,544)
267,707
218,163
$
207,296
—
(416,935)
432,873
(429,737)
(16,812)
33,800
(8,617)
(2,237)
(9,245)
855
—
—
(208,759)
(232,784)
500,491
267,707
See accompanying notes to the consolidated financial statements.
71
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Statements of Cash Flows
(continued)
(Dollar amounts in thousands)
Year ended December
31, 2012
Year ended December
31, 2011
Year ended December
31, 2010
Supplemental disclosure of cash flow information:
Purchase of investment properties
Tenant and real estate tax liabilities assumed at acquisition
Assumption of mortgage debt at acquisition
Non-cash discount on assumption of mortgage debt at acquisition
Assumption of lender held escrows
Cash paid for interest, net of capitalized interest of $10,487,
$10,851, and $4,302 for 2012, 2011 and 2010
Supplemental schedule of non-cash investing and financing
activities:
Consolidation of Lauth assets
Assumption of mortgage debt at consolidation of Lauth
Liabilities assumed at consolidation of Lauth
Property surrendered in exchange for extinguishment of debt
Property acquired through exchange of notes receivable
Conversion of note receivable to equity interest
Redemption value adjustment for noncontrolling redeemable
interest
Property acquired through transfer of equity interest
Mortgage assumed by buyer upon disposal of property
$
$
$
$
$
$
$
$
$
$
$
$
(672,125) $
492
232,017
(3,311)
(4,982)
(447,909) $
(448,169) $
2,073
—
—
—
(446,096) $
(779,986)
4,753
457,685
(47,879)
—
(365,427)
309,478
$
296,065
$
293,301
— $
— $
— $
$
— $
— $
28,655
— $
— $
$
60,659
— $
— $
— $
$
$
$
35,524
20,000
17,150
29,348
8,500
$
$
— $
38,365
(37,890)
(1,345)
10,492
142,827
121,320
—
—
—
See accompanying notes to the consolidated financial statements.
72
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts)
December 31, 2012, 2011 and 2010
(1) Organization
Inland American Real Estate Trust, Inc. (the “Company”) was formed on October 4, 2004 (inception) to acquire and manage a
diversified portfolio of commercial real estate, primarily retail properties and multi-family (both conventional and student
housing), office, industrial and lodging properties, located in the United States and Canada. The Business Management
Agreement (the “Agreement”) provides for Inland American Business Manager & Advisor, Inc. (the “Business Manager”), an
affiliate of the Company’s sponsor, to be the business manager to the Company. On August 31, 2005, the Company commenced
an initial public offering (the “Initial Offering”) of up to 500,000,000 shares of common stock (“Shares”) at $10.00 each and
the issuance of 40,000,000 shares at $9.50 per share available to be distributed pursuant to the Company’s distribution
reinvestment plan. On August 1, 2007, the Company commenced a second public offering (the “Second Offering”) of up to
500,000,000 shares of common stock at $10.00 per share and up to 40,000,000 shares at $9.50 per share available to be
distributed through the Company’s distribution reinvestment plan. Effective April 6, 2009, the Company elected to terminate
the Second Offering. On March 31, 2009, the Company filed a registration statement to register 50,000,000 shares to be issued
under the distribution reinvestment plan or “DRP.” Under the DRP, as amended, the purchase price per share is equal to 100%
of the “market price” of a share of the Company’s common stock until the shares become listed for trading.
The accompanying consolidated financial statements include the accounts of the Company, as well as all wholly owned
subsidiaries and consolidated joint venture investments. Wholly owned subsidiaries generally consist of limited liability
companies (LLCs) and limited partnerships (LPs). The effects of all significant intercompany transactions have been
eliminated.
Each property is owned by a separate legal entity which maintains its own books and financial records and each entity's assets
are not available to satisfy the liabilities of other affiliated entities, except as otherwise disclosed in Mortgages, Notes and
Margins Payable Note 10.
At December 31, 2012, the Company owned a portfolio of 794 commercial real estate properties compared to 964 properties at
December 31, 2011. The breakdown by segment is as follows:
Segment
Retail
Lodging
Office
Industrial
Multi-family
Property
Count
585
88
42
53
26
Square Ft/Rooms/Units/Beds
(unaudited)
22,264,303 square feet
16,345 rooms
10,226,500 square feet
13,061,447 square feet
5,311 / 5,212 units/beds
(2) Summary of Significant Accounting Policies
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”) and require management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Revenue Recognition
The Company commences revenue recognition on its leases based on a number of factors. In most cases, revenue recognition
under a lease begins when the lessee takes possession of or controls the physical use of the leased asset. Generally, this occurs
on the lease commencement date. The determination of who is the owner, for accounting purposes, of the tenant improvements
determines the nature of the leased asset and when revenue recognition under a lease begins. If the Company is the owner, for
accounting purposes, of the tenant improvements, then the leased asset is the finished space and revenue recognition begins
when the lessee takes possession of the finished space, typically when the improvements are substantially complete. If the
Company concludes it is not the owner, for accounting purposes, of the tenant improvements (the lessee is the owner), then the
73
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts)
December 31, 2012, 2011 and 2010
leased asset is the unimproved space and any tenant improvement allowances funded under the lease are treated as lease
incentives which reduces revenue recognized over the term of the lease. In these circumstances, the Company begins revenue
recognition when the lessee takes possession of the unimproved space for the lessee to construct their own improvements. The
Company considers a number of different factors to evaluate whether it or the lessee is the owner of the tenant improvements
for accounting purposes. These factors include:
• whether the lease stipulates how and on what a tenant improvement allowance may be spent;
• whether the tenant or landlord retains legal title to the improvements;
•
•
the uniqueness of the improvements;
the expected economic life of the tenant improvements relative to the length of the lease; and
• who constructs or directs the construction of the improvements.
The determination of who owns the tenant improvements, for accounting purposes, is subject to significant judgment. In
making that determination, the Company considers all of the above factors. No one factor, however, necessarily establishes its
determination.
Rental income is recognized on a straight-line basis over the term of each lease. The difference between rental income earned
on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent
receivable and is included as a component of accounts and rents receivable in the accompanying consolidated balance sheets.
Revenue for lodging facilities is recognized when the services are provided. Additionally, the Company collects sales, use,
occupancy and similar taxes at its lodging facilities which it presents on a net basis (excluded from revenues) on the
consolidated statements of operations and other comprehensive income.
The Company records lease termination income if there is a signed termination agreement, all of the conditions of the
agreement have been met, the tenant is no longer occupying the property and amounts due are considered collectible.
The Company defers recognition of contingent rental income (i.e. percentage/excess rent) until the specified target that triggers
the contingent rental income is achieved.
Consolidation
The Company evaluates its investments in limited liability companies and partnerships to determine whether such entities may
be a variable interest entity (“VIE”). If the entity is a VIE, the determination of whether the Company is the primary
beneficiary must be made. The primary beneficiary determination is based on a qualitative assessment as to whether the entity
has (i) power to direct significant activities of the VIE and (ii) an obligation to absorb losses or the right to receive benefits that
could be potentially significant to the VIE. The Company will consolidate a VIE if it is deemed to be the primary beneficiary,
as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810,
Consolidation. The equity method of accounting is applied to entities in which the Company is not the primary beneficiary as
defined in FASB ASC 810, or the entity is not a VIE and the Company does not have effective control, but can exercise
influence over the entity with respect to its operations and major decisions.
Reclassifications
Certain reclassifications have been made to the 2011 and 2010 consolidated financial statements to conform to the 2012
presentations. The reclasses primarily represent reclassifications of revenue and expenses to discontinued operations as a result
of the sales of investment properties in 2012.
Capitalization and Depreciation
Real estate is reflected at cost less accumulated depreciation. Ordinary repairs and maintenance are expensed as incurred.
74
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts)
December 31, 2012, 2011 and 2010
Depreciation expense is computed using the straight line method. Building and other improvements are depreciated based upon
estimated useful lives of 30 years for building and improvements and 5-15 years for furniture, fixtures and equipment and site
improvements.
Tenant improvements are amortized on a straight line basis over the life of the related lease as a component of depreciation and
amortization expense.
Leasing fees are amortized on a straight-line basis over the life of the related lease as a component of depreciation and
amortization expense.
Loan fees are amortized on a straight-line basis, which approximates the effective interest method, over the life of the related
loan as a component of interest expense.
Direct and indirect costs that are clearly related to the construction and improvements of investment properties are capitalized.
Costs incurred for property taxes and insurance are capitalized during periods in which activities necessary to get the property
ready for its intended use are in progress. Interest costs are also capitalized during such periods. Additionally, the Company
treats investments accounted for by the equity method as assets qualifying for interest capitalization provided (1) the investee
has activities in progress necessary to commence its planned principal operations and (2) the investee’s activities include the
use of such funds to acquire qualifying assets.
Investment Properties Held for Sale
In determining whether to classify an investment property as held for sale, the Company considers whether: (i) management
has committed to a plan to sell the investment property; (ii) the investment property is available for immediate sale, in its
present condition; (iii) the Company has initiated a program to locate a buyer; (iv) the Company believes that the sale of the
investment property is probable; (v) the Company has received a significant non-refundable deposit for the purchase of the
property; (vi) the Company is actively marketing the investment property for sale at a price that is reasonable in relation to its
fair value; and (vii) actions required for the Company to complete the plan indicate that it is unlikely that any significant
changes will be made to the plan.
If all of the above criteria are met, the Company classifies the investment property as held for sale. On the day that these
criteria are met, the Company suspends depreciation on the investment properties held for sale, including depreciation for
tenant improvements and additions, as well as on the amortization of acquired in-place leases. The investment properties and
liabilities associated with those investment properties that are held for sale are classified separately on the consolidated balance
sheets for the most recent reporting period and recorded at the lesser of the carrying value or fair value less costs to sell.
Additionally, the operations for the periods presented are classified on the consolidated statements of operations and other
comprehensive income as discontinued operations for all periods presented. As of December 31, 2012 and 2011, no investment
properties were classified as held for sale.
Disposition of Real Estate
The Company accounts for dispositions in accordance with FASB ASC 360-20, Real Estate Sales. The Company recognizes
gain in full when real estate is sold, provided (a) the profit is determinable, that is, the collectability of the sales price is
reasonably assured or the amount that will not be collectible can be estimated, and (b) the earnings process is virtually
complete, that is, the seller is not obliged to perform significant activities after the sale to earn the profit. The Company records
the transaction as discontinued operations for all periods presented in accordance with FASB ASC 205-20, Presentation of
Financial Statements - Discontinued Operations.
Impairment
The Company assesses the carrying values of the respective long-lived assets, whenever events or changes in circumstances
indicate that the carrying amounts of these assets may not be fully recoverable, such as a reduction in the expected holding
period of the asset. If it is determined that the carrying value is not recoverable because the undiscounted cash flows do not
exceed carrying value, the Company is required to record an impairment loss to the extent that the carrying value exceeds fair
value. The valuation and possible subsequent impairment of investment properties is a significant estimate that can and does
75
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts)
December 31, 2012, 2011 and 2010
change based on our continuous process of analyzing each property and reviewing assumptions about uncertain inherent
factors, as well as the economic condition of the property at a particular point in time.
The use of projected future cash flows and related holding period is based on assumptions that are consistent with the estimates
of future expectations and the strategic plan the Company uses to manage its underlying business. However assumptions and
estimates about future cash flows and capitalization rates are complex and subjective. Changes in economic and operating
conditions and the Company’s ultimate investment intent that occur subsequent to the impairment analyses could impact these
assumptions and result in future impairment charges of the real estate properties.
On a periodic basis, management assesses whether there are any indicators that the carrying value of the Company’s
investments in unconsolidated entities may be other than temporarily impaired. To the extent impairment has occurred, the loss
is measured as the excess of the carrying value of the investment over the fair value of the investment. The fair value of the
underlying investment includes a review of expected cash flows to be received from the investee.
Derivative Instruments
In the normal course of business, the Company is exposed to the effect of interest rate changes. The Company limits these risks
by following established risk management policies and procedures including the use of derivatives to hedge interest rate risk on
debt instruments.
The Company has a policy of only entering into contracts with established financial institutions based upon their credit ratings
and other factors. When viewed in conjunction with the underlying and offsetting exposure that the derivatives are designed to
hedge, the Company has not sustained a material loss from those instruments nor does it anticipate any material adverse effect
on its net income or financial position in the future from the use of derivatives.
The Company recognizes all derivatives in the balance sheet at fair value. Additionally, the fair value adjustments will affect
either equity or net income depending on whether the derivative instruments qualify as a hedge for accounting purposes and, if
so, the nature of the hedging activity. When the terms of an underlying transaction are modified, or when the underlying
transaction is terminated or completed, all changes in the fair value of the instrument are marked-to-market with changes in
value included in net income each period until the instrument matures. Any derivative instrument used for risk management
that does not meet the criteria for hedge accounting is marked-to-market each period in the income statement. The Company
does not use derivatives for trading or speculative purposes.
Marketable Securities
The Company classifies its investment in securities in one of three categories: trading, available-for-sale, or held-to-maturity.
Trading securities are bought and held principally for the purpose of selling them in the near term. Held-to-maturity securities
are those securities in which the Company has the ability and intent to hold the security until maturity. All securities not
included in trading or held-to-maturity are classified as available-for-sale. Investment in securities at December 31, 2012 and
2011 consists of common and preferred stock investments and investments in real estate related bonds that are all classified as
available-for-sale securities and are recorded at fair value. Unrealized holding gains and losses on available-for-sale securities
are excluded from earnings and reported as a separate component of other comprehensive income until realized. Realized gains
and losses from the sale of available-for-sale securities are determined on a specific identification basis. A decline in the market
value of any available-for-sale security below cost that is deemed to be other than temporary, results in a reduction in the
carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. When
a security is impaired, the Company considers whether it has the ability and intent to hold the investment for a time sufficient to
allow for any anticipated recovery in market value and considers whether evidence indicating the cost of the investment is
recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the
impairment, the severity and duration of the impairment, changes in value subsequent to period end and forecasted performance
of the investee.
Acquisition of Real Estate
The Company allocates the purchase price of each acquired business (as defined in the accounting guidance related to business
combinations) between tangible and intangible assets at full fair value at the date of the transaction. Such tangible and
76
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts)
December 31, 2012, 2011 and 2010
intangible assets include land, building and improvements, acquired above market and below market leases, in-place lease
value, customer relationships (if any), and any assumed financing that is determined to be above or below market terms. Any
additional amounts are allocated to goodwill as required, based on the remaining purchase price in excess of the fair value of
the tangible and intangible assets acquired and liabilities assumed. The allocation of the purchase price is an area that requires
judgment and significant estimates.
The Company uses the information contained in the independent appraisal obtained at acquisition as the primary basis for the
allocation to land and building and improvements. The Company determines whether any financing assumed is above or below
market based upon comparison to similar financing terms for similar investment properties. The Company allocates a portion of
the purchase price to the estimated acquired in-place lease costs based on estimated lease execution costs for similar leases as
well as lost rent payments during assumed lease up period when calculating as if vacant fair values. The Company also
evaluates each acquired lease based upon current market rates at the acquisition date and considers various factors including
geographical location, size and location of leased space within the investment property, tenant profile, and the credit risk of the
tenant in determining whether the acquired lease is above or below market lease costs. After an acquired lease is determined to
be above or below market, the Company allocates a portion of the purchase price to such above or below acquired lease costs
based upon the present value of the difference between the contractual lease rate and the estimated market rate. For below
market leases with fixed rate renewals, renewal periods are included in the calculation of below market in-place lease values.
The determination of the discount rate used in the present value calculation is based upon the “risk free rate” and current
interest rates. This discount rate is a significant factor in determining the market valuation which requires judgment of
subjective factors such as market knowledge, economics, demographics, location, visibility, age and physical condition of the
property.
The Company expenses acquisition costs of all transactions as incurred. All costs related to finding, analyzing and negotiating a
transaction are expensed as incurred as a general and administrative expense, whether or not the acquisition is completed.
These expenses would include acquisition fees, if any, paid to an affiliate of the business manager.
Cash and Cash Equivalents
The Company considers all demand deposits, money market accounts and investments in certificates of deposit and repurchase
agreements purchased with a maturity of three months or less, at the date of purchase, to be cash equivalents. The Company
maintains its cash and cash equivalents at financial institutions. The combined account balances at one or more institutions
periodically exceed the Federal Depository Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a
concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company believes that the
risk is not significant, as the Company does not anticipate the financial institutions’ non-performance.
Restricted Cash and Escrows
Restricted escrows primarily consist of cash held in escrow comprised of lenders’ restricted escrows of $36,278 and $35,728,
post acquisition escrows of $12,435 and $16,052, and lodging furniture, fixtures and equipment reserves of $50,041and
$40,570 as of December 31, 2012 and 2011, respectively. As of December 31, 2012 and 2011, the restricted cash balance was
$5,273 and $6,094, respectively.
Goodwill
The excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired (including identified
intangible assets) and liabilities assumed was recorded as goodwill. Goodwill has been recognized and allocated to specific
properties in our lodging segment since each individual hotel property is an operating segment and considered a reporting unit.
The Company tests goodwill for impairment annually or more frequently if events or changes in circumstances indicate
impairment.
The Company tested goodwill for impairment by first comparing the estimated fair value of each property with goodwill to the
carrying value of the property’s assets, including goodwill. The fair value is based on estimated future cash flow projections
that utilize discount and capitalization rates, which are generally unobservable in the market place (Level 3 inputs), but
approximate the inputs the Company believes would be utilized by market participants in assessing fair value. The estimates of
future cash flows are based on a number of factors including the historical operating results, known trends, and market/
77
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts)
December 31, 2012, 2011 and 2010
economic conditions. If the carrying amount of the property’s assets, including goodwill, exceeds its estimated fair value, the
second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. In this second step,
if the implied fair value of goodwill is less than the carrying amount of goodwill, an impairment charge is recorded in an
amount equal to that excess.
Beginning with fiscal year 2012, in accordance with FASB ASC 350, Intangibles - Goodwill and Other, the Company tested
goodwill for impairment by making a qualitative assessment of whether it is more likely than not the reporting unit's fair value
is less than its carrying amount before application of the two-step goodwill impairment test. The two-step goodwill test was
not performed for those assets where it was concluded that it is not more likely than not that the fair value of a reporting unit is
less than its carrying amount. For those reporting units where this was not the case, the two step procedure detailed above was
followed in order to determine goodwill impairment. The Company tested goodwill for impairment as of December 31, 2012,
2011 and 2010 resulting in no impairment recorded as of December 31, 2012, 2011 and 2010.
Income Taxes
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributed to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be
recovered or settled.
(3) Acquired Properties
The Company records identifiable assets, liabilities, and goodwill acquired in a business combination at fair value. During the
years ended December 31, 2012, 2011 and 2010, the Company incurred $1,644, $1,680 and $1,805, respectively, of acquisition
and transaction costs that were recorded in general and administrative expenses on the consolidated statements of operations
and other comprehensive income.
The Company acquired 13 properties for the year ended December 31, 2012 and 10 properties for the year ended December 31,
2011, for a gross acquisition price of $726,550 and $449,300, respectively. The table below reflects acquisition activity for the
year ended December 31, 2012.
Segment
Property
Lodging
Lodging
Lodging
Lodging
Lodging
Retail
Retail
Marriott-San Francisco Airport
Hilton St. Louis Downtown
Renaissance Arboretum - Austin, TX
Renaissance Waverly - Atlanta, GA
Marriott Griffin Gate Resort & Spa
Tomball Town Center Outparcel
Tulsa Hills Expansion
Lodging
Bohemian Hotel Savannah Riverfront
Multi Family
University House Retreat, Raleigh
Multi Family
University House Retreat, Tallahassee
Retail
Retail
Lodging
Total
Rockwell Plaza
Stone Ridge Market
Grand Bohemian Hotel Orlando
Gross
Acquisition Price
(in 000's)
$
108,000
22,600
103,000
97,000
62,500
3,000
10,600
51,200
40,600
54,000
31,000
62,250
80,800
Date
3/23/2012
3/23/2012
3/23/2012
3/23/2012
3/23/2012
3/30/2012
4/20/2012
8/9/2012
12/7/2012
12/7/2012
12/21/2012
12/27/2012
12/27/2012
Square Feet / Rooms
(unaudited)
685 rooms
195 rooms
492 rooms
521 rooms
409 rooms
6,541 square feet
74,406 square feet
75 rooms
554 beds
710 beds
254,690 square feet
218,389 square feet
247 rooms
$
726,550
78
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
On July 31, 2012, the Company placed in service two multi-family properties, University House at Central Florida (995 beds)
and Arizona State University Polytechnic Student Housing (307 beds) for $65,300 and $12,000, respectively.
For properties acquired as of December 31, 2012, the Company recorded revenue of $119,436 and property net income of
$19,207, not including related expensed acquisition costs in 2012. For properties acquired as of December 31, 2011, the
Company recorded revenue of $46,512 and property net income of $9,074, not including related expensed acquisition costs in
2011.
(4) Discontinued Operations
The Company sold 166 properties for the year ended December 31, 2012 and 26 properties for the year ended December 31,
2011 for a gross disposition price of $603,500 and $242,300, respectively. The table below reflects disposition activity for the
year ended December 31, 2012.
Property
Segment
Retail
Industrial
Retail
Lodging
Retail
Retail
Industrial
Lodging
Citizen Bank Branches – 30 Properties
Union Venture
Lakewood Shopping Center I & II
Hilton GI - Akron
Plaza at Eagle's Landing
Canfield Plaza
Southwide Industrial Center #8
Lodging Portfolio - 12 Properties
Multi-family Waterford Place at Shadow Creek
Multi-family Villas at Shadow Creek - Waterford Place II Villas
Multi-family Fannin Street Apartments
Retail
Retail
Citizen Bank Branches – 34 Properties
Citizen Bank Branches – 72 Properties
Multi-family Landings at Clear Lake
Various
Total
Sun Trust Bank Branches -7 Properties
Date
Various Q2
5/17/2012
6/21/2012
7/31/2012
8/2/2012
8/31/2012
9/1/2012
9/13/2012
9/27/2012
9/27/2012
9/28/2012
Various Q3
Various Q4
11/15/2012
Various Q4
Gross
Disposition
Price
27,400
49,600
31,500
15,500
5,300
8,800
300
116,000
25,600
27,000
72,500
52,900
106,000
35,000
30,100
$603,500
Sq Ft/Units/Rooms
(unaudited)
81,451 square feet
970,168 square feet
236,679 square feet
121 rooms
33,265 square feet
100,958 square feet
10,185 square feet
1,643 rooms
296 units
264 units
678 units
155,211 square feet
347,417 square feet
364 units
45,738 square feet
The Company has presented separately as discontinued operations in all periods the results of operations for all disposed assets
in consolidated operations. The Company sold 166 assets and surrendered one lodging property and 19 industrial properties
(cross-collateralized by one loan) to the lender for the year ended December 31, 2012 and sold 26 assets and surrendered three
properties to the lender for the year ended December 31, 2011. All properties surrendered for the years ended December 31,
2012 and 2011 were in satisfaction of non-recourse debt. The components of the Company’s discontinued operations are
presented below and include the results of operations for the respective periods that the Company owned such assets or was
involved with the operations of such ventures during the years ended December 31, 2012, 2011 and 2010.
79
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
Revenues
Expenses
Provision for asset impairment
Operating loss from discontinued operations
Other Loss
Gain on sale of properties, net
Gain on extinguishment of debt
Year ended
December 31, 2012
70,279
$
Year ended
December 31, 2011
135,700
$
Year ended
December 31, 2010
168,807
$
48,054
5,968
16,257
(14,445)
38,516
9,478
101,562
134,673
(100,535)
(21,835)
11,964
10,848
139,116
47,529
(17,838)
(29,760)
55,412
19,227
—
27,041
Gain on transfer of assets
Income (loss) from discontinued operations, net
$
$
2,175
51,981
$
$
4,546
$
(95,012) $
For the years ended December 31, 2012, 2011 and 2010, the Company had proceeds from the sale of investment properties of
$545,132, $246,317, and $301,189, respectively.
(5) Investment in Partially Owned Entities
Consolidated Entities
On October 11, 2005, the Company entered into a joint venture with Minto (Delaware), LLC, or Minto Delaware who owned
all of the outstanding equity of Minto Builders (Florida), Inc. (“MB REIT”) prior to October 11, 2005. Pursuant to the terms of
the purchase agreement, the Company purchased 920,000 shares of common stock of MB REIT at a price of $1,276 per share
for a total investment of approximately $1,172,000 in MB REIT. MB REIT was not considered a VIE as defined in FASB ASC
810, Consolidation, however the Company had a controlling financial interest in MB REIT, had the direct ability to make major
decisions for MB REIT through its voting interests, and held key management positions in MB REIT. Therefore this entity was
consolidated by the Company and the outside ownership interests were reflected as noncontrolling redeemable interests in the
accompanying consolidated financial statements. On October 4, 2011, the Company bought out the common and preferred
stock of the consolidated MB REIT joint venture for $293,480. No gain or loss was recorded due to this transaction because
there was no change in control.
The Company has ownership interests of 67% in various limited liability companies which own nine shopping centers. These
entities are considered VIEs as defined in FASB ASC 810, and the Company is considered the primary beneficiary of each of
these entities. Therefore, these entities are consolidated by the Company. The entities' agreements contain put/call provisions
which grant the right to the outside owners and the Company to require these entities to redeem the ownership interests of the
outside owners during future periods. Because the outside ownership interests are subject to a put/call arrangement requiring
settlement for a fixed amount, these entities are treated as 100% owned subsidiaries by the Company with the amount of
$47,762 as of December 31, 2012 and 2011 due to the outside owners reflected as a financing and included within other
liabilities in the accompanying consolidated financial statements. Interest expense is recorded on these liabilities in an amount
generally equal to the preferred return due to the outside owners as provided in the entities agreements.
For these VIEs where the Company is the primary beneficiary, the following are the liabilities of the consolidated VIEs, which
are not recourse to the Company, and the assets that can be used only to settle those obligations.
Net investment properties
Other assets
Total assets
Mortgages, notes and margins payable
Other liabilities
Total liabilities
Net assets
December 31, 2012
December 31, 2011
113,476 $
8,687
122,163 $
(84,291) $
(49,648)
(133,939) $
(11,776) $
117,235
9,167
126,402
(84,823)
(49,073)
(133,896)
(7,494)
$
$
$
$
$
80
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
Unconsolidated Entities
The entities listed below are owned by the Company and other unaffiliated parties in joint ventures. Net income, distributions
and capital transactions for these properties are allocated to the Company and its joint venture partners in accordance with the
respective partnership agreements. These entities are not consolidated by the Company and the equity method of accounting is
used to account for these investments. Under the equity method of accounting, the net equity investment of the Company and
the Company’s share of net income or loss from the unconsolidated entity are reflected in the consolidated balance sheets and
the consolidated statements of operations and other comprehensive income.
Entity
Net Lease Strategic Asset Fund L.P.
Cobalt Industrial REIT II
D.R. Stephens Institutional Fund, LLC
Brixmor/IA JV, LLC
Other Unconsolidated Entities (e)
Description
Diversified portfolio of
net lease assets
Industrial portfolio
Industrial and R&D
assets
Retail Shopping
Centers
Various Real Estate
investments
Ownership %
Investment at
December 31, 2012
Investment at
December 31, 2011
85%(a)
$
— $
26,508
36%(b)
90%(c)
(d)
Various
102,599
34,541
90,315
26,344
113,623
36,218
103,567
36,795
$
253,799
$
316,711
(a) On August 10, 2007, the Company entered into a joint venture with The Lexington Master Limited Partnership
(“LMLP”) and LMLP GP LLC (“LMLP GP”), for the purpose of directly or indirectly acquiring, financing, holding for
investment, operating, and leasing real estate assets as acquired by the joint venture. The Company’s initial capital
contribution was approximately $127,500 and LMLP’s initial contribution was approximately $22,500. On September
5, 2012, the Company entered into a definitive agreement and sold the Company's interest in Net Lease Strategic Asset
Fund L.P. to LMLP. The Company received its final distribution of $9,438 and recorded a loss of $1,556 on the sale of
the investment. For the years ended December 31, 2012 and 2011, the Company recorded an impairment of $4,200 and
$113,621, respectively, on this investment.
(b) On June 29, 2007, the Company entered into a joint venture, Cobalt Industrial REIT II (“Cobalt”), to invest $149,000 in
shares of common beneficial interest. The investment gives the Company the right to a preferred dividend equal to
9% per annum. The Company analyzed the venture and determined that it was not a VIE. The Company also considered
its participating rights under the joint venture agreement and determined that such participating rights also require the
agreement of Cobalt, which equates to shared decision making ability, and therefore do not give the Company control
over the venture. As such, the Company has significant influence but does not control Cobalt. Therefore, the Company
does not consolidate this entity, rather the Company accounts for its investment in the entity under the equity method of
accounting.
(c) On April 23, 2007, the Company entered into a joint venture, D.R. Stephens Institutional Fund, LLC, between the
Company and Stephens Ventures III, LLC (“Stephens Member”) for the purpose of acquiring entities engaged in the
acquisition, ownership, and development of real property. The Company’s initial capital contribution was limited to
approximately $90,000 and the Stephens Member’s initial contribution was limited to approximately $10,000.
Stephens & Stephens LLC (“Stephens”), an affiliate of the Stephens Member, is the managing member of D.R.
Stephens Institutional Fund, LLC. The Company analyzed the venture and determined that it was not a VIE. The
Company also considered its participating rights under the joint venture agreement and determined that such
participating rights also require the agreement of Stephens Member, which equates to shared decision making ability,
and therefore do not give the Company control over the venture. As such, the Company has significant influence but
does not control D.R. Stephens Institutional Fund, LLC. Therefore, the Company does not consolidate this entity, rather
the Company accounts for its investment in the entity under the equity method of accounting. As of December 31,
81
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
2012, the Company determined that the investment may have a reduction in the expected holding period. Therefore, for
the year ended December 31, 2012, the Company recorded an impairment of $2,700 on this investment.
(d) On December 6, 2010, the Company entered into a Joint Venture with Brixmor Residual Holding LLC (“Brixmor”)
(formerly Centro NP Residual Holding LLC), resulting in the creation of Brixmor/IA JV, LLC (formerly Centro/IA JV,
LLC). The joint venture structure provides the Company with an equity stake of $121,534, a preferred capital position
and preferred return of 11%. The Company analyzed the venture and determined that it was not a VIE. The Company
also considered its participating rights under the joint venture agreement and determined that such participating rights
also require the agreement of Brixmor, which equates to shared decision making ability, and therefore do not give the
Company control over the venture. As such, the Company has significant influence but does not control Brixmor/IA JV,
LLC. Therefore, the Company does not consolidate this entity, rather the Company accounts for its investment in the
entity under the equity method of accounting.
(e) On July 7, 2011, a foreclosure sale was held on a hotel property which previously secured one of the Company’s notes
receivable. The note had been in default and fully impaired since 2009. A trust, on behalf of the lender group, was the
successful bidder at the foreclosure sale and thereby, the Company obtained an equity interest in the trust which is the
100% owner of the hotel property. The Company’s interest is not consolidated and the equity method is used to account
for the investment. The Company recorded its equity interest at fair value and recognized a gain of $17,150 in 2011 on
the conversion of the note reflected in other income on the consolidated statement of operations and other
comprehensive income. As of December 31, 2012, the Company recorded an impairment of $2,465 on one lodging
joint venture and a loss of $1,401 on the sale of another lodging joint venture.
In total, the Company recorded an impairment of $9,365, $113,621 and $11,239 related to three, one and two of its
unconsolidated entities for the years ended December 31, 2012, 2011 and 2010, respectively.
Combined Financial Information
The following table presents the combined financial information for the Company’s investment in unconsolidated entities.
Balance Sheets:
Assets:
Real estate assets, net of accumulated depreciation
Other assets
Total Assets
Liabilities and Equity:
Mortgage debt
Other liabilities
Equity
Total Liabilities and Equity
Company’s share of equity
Net excess of cost of investments over the net book value of underlying net
assets (net of accumulated depreciation of $1,714 and $1,372, respectively)
Carrying value of investments in unconsolidated entities
$
$
$
$
$
$
Balance as of
December 31, 2012
Balance as of
December 31, 2011
1,437,268
222,096
1,659,364
1,062,086
89,573
507,705
1,659,364
252,994
805
253,799
$
$
$
$
$
$
1,949,035
485,887
2,434,922
1,402,462
94,361
938,099
2,434,922
307,684
9,027
316,711
82
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
Statements of Operations:
Revenues
Expenses:
Interest expense and loan cost amortization
Depreciation and amortization
Operating expenses, ground rent and general and administrative
expenses
Impairments
Total expenses
Net loss before gain on sale of real estate
Gain on sale of real estate
Net loss
Company’s share of:
Net loss, net of excess basis depreciation of $342, $5 and $84
$
$
$
$
$
$
December 31,
2012
For the years ended
December 31,
2011
December 31,
2010
$
$
202,155
63,233
83,324
76,149
553
$
223,259
(21,104) $
9,484
(11,620) $
$
$
283,913
91,965
111,699
159,539
21,017
$
384,220
(100,319) $
9,219
(91,100) $
287,694
90,857
99,254
100,954
14,019
305,084
(17,390)
553
(16,837)
1,998
$
(12,802) $
(18,684)
The unconsolidated entities had total third party debt of $1,062,086 at December 31, 2012 that matures as follows:
2013
2014
2015
2016
2017
Thereafter
$
$
143,157
75,458
58,950
4,100
165,100
615,321
1,062,086
The debt maturities of the unconsolidated entities are not recourse to the Company and the Company has no obligation to fund
such debt maturities. It is anticipated that the joint ventures will be able to repay or refinance all of their debt on a timely basis.
83
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
(6) Transactions with Related Parties
The following table summarizes the Company’s related party transactions for the years ended December 31, 2012, 2011 and
2010.
General and administrative:
General and administrative
reimbursement (a)
Loan servicing (b)
Investment advisor fee (c)
Total general and administrative to
related parties
Property management fees (d)
Business manager fee (e)
Loan placement fees (f)
December 31,
2012
For the years ended
December 31,
2011
Unpaid amount as of
December 31,
2010
December 31,
2012
December 31,
2011
$
$
$
$
$
12,189
$
9,404
$
8,205
$
4,017
$
147
1,768
14,104
27,615
39,892
1,241
$
$
$
$
586
1,564
11,554
31,437
40,000
1,260
$
$
$
$
586
1,447
10,238
30,828
36,000
845
$
$
$
$
—
150
4,167
75
9,910
$
$
$
— $
2,734
—
135
2,869
(178)
10,000
—
(a) The Business Manager and its related parties are entitled to reimbursement for general and administrative expenses of
the Business Manager and its related parties relating to the Company’s administration. Unpaid amounts as of December
31, 2012 and 2011 are included in accounts payable and accrued expenses on the consolidated balance sheets.
(b) A related party of the Business Manager provided loan servicing to the Company.
(c) The Company pays a related party of the Business Manager to purchase and monitor its investment in marketable
securities.
(d) The property managers, entities owned principally by individuals who were related parties of the Business Manager, are
entitled to receive property management fees up to a certain percentage of gross operating income (as defined). For the
six months ending June 30, 2012, the property managers, entities owned principally by individuals who were related
parties of the Business Manager, are entitled to receive property management fees up to 4.5% of gross operating income
(as defined), for management and leasing services; however, (1) for triple-net lease properties, the property managers
were entitled to monthly fees equal to 2.9% of the gross income generated by the applicable property each month and
(2) for bank branches, the property managers were entitled to monthly fees equal to 2.5% of the gross income generated
by the applicable property each month in operating companies purchased by the Company. The property managers
were entitled to receive an oversight fee of 1% of gross operating income (as defined). These rates became effective
January 1, 2012 when the Company entered into an extension agreement with the property managers which extended
the term through June 30, 2012.
On July 1, 2012, the Company entered into new master agreements with its property managers and extended the term
until December 31, 2013 which will automatically be renewed until June 30, 2015 unless either party to the agreement
provides written notice of cancellation before June 30, 2013. Under the new master agreements, the Company will pay
the property managers monthly management fees by property type, updated as follows: (i) for any bank branch facility
(office or retail), 2.50% of the gross income generated by the property; (ii) for any multi-tenant industrial property,
4.00% of the gross income generated by the property; (iii) for any multi-family property, 3.75% of the gross income
generated by the property; (iv) for any multi-tenant office property, 3.75% of the gross income generated by the
property; (v) for any multi-tenant retail property, 4.50% of the gross income generated by the property; (vi) for any
single-tenant industrial property, 2.25% of the gross income generated by the property; (vii) for any single-tenant office
property, 2.90% of the gross income generated by the property; and (viii) for any single-tenant retail property, 2.90% of
the gross income generated by the property.
84
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
In addition to these fees, the property managers receive reimbursements of payroll costs for property level employees.
The Company reimbursed the property managers and other affiliates $14,049, $15,752 and $14,626 for the year ended
December 31, 2012, 2011 and 2010, respectively. Unpaid amounts as of December 31, 2012 and 2011 are included in
other liabilities on the consolidated balance sheets.
(e) After the Company’s stockholders have received a non-cumulative, non-compounded return of 5% per annum on their
“invested capital,” the Company pays its Business Manager an annual business management fee of up to 1% of the
“average invested assets,” payable quarterly in an amount equal to 0.25% of the average invested assets as of the last
day of the immediately preceding quarter. For the years ended December 31, 2012, 2011 and 2010, average invested
assets were $11,470,745, $11,515,550 and $11,411,953. The Company incurred a business management fee of $39,892,
$40,000, and $36,000, which is equal to 0.35%, 0.35%, and 0.32% of average invested assets for the years ended
December 31, 2012, 2011 and 2010, respectively. Pursuant to the letter agreement dated May 4, 2012, the business
management fee shall be reduced in each particular quarter for investigation costs exclusive of legal fees incurred in
conjunction with the SEC matter. During the year ended December 31, 2012, the Company incurred $108 of
investigation costs, resulting in a business management fee expense of $39,892 for the year ended December 31, 2012.
In addition, effective July 30, 2012, the Company extended the agreement with the Business Manager through July 30,
2013. The terms of the Business Manager Agreement remains unchanged.
(f) The Company pays a related party of the Business Manager 0.2% of the principal amount of each loan placed for the
Company. Such costs are capitalized as loan fees and amortized over the respective loan term.
As of December 31, 2012 and 2011, the Company had deposited $375 and $373, respectively, in Inland Bank and Trust, a
subsidiary of Inland Bancorp, Inc., an affiliate of The Inland Real Estate Group, Inc.
The Company is party to an agreement with an LLC formed as an insurance association captive (the “Captive”), which is
wholly-owned by the Company and two related parties, Inland Real Estate Corporation (“IRC”) and Inland Diversified Real
Estate Trust, Inc., and a third party, Retail Properties of America ("RPAI"). The Company paid insurance premiums of $12,217,
$9,627 and $10,096 for the years ended December 31, 2012, 2011 and 2010, respectively.
As of December 31, 2012 and 2011, the Company held 889,820 and 889,820 shares of IRC valued at $7,540 and $6,848,
respectively.
(7) Investment in Marketable Securities
Investment in marketable securities of $327,655 and $289,365 at December 31, 2012 and 2011, respectively, consists of
primarily preferred and common stock investments in other REITs and certain real estate related bonds which are classified as
available-for-sale securities and recorded at fair value. The cost basis net of impairments of available-for-sale securities was
$242,370 and $245,131 at December 31, 2012 and 2011, respectively.
Unrealized holding gains and losses on available-for-sale securities are excluded from earnings and reported as a separate
component of comprehensive income until realized. The Company has net accumulated other comprehensive income of
$85,285, $44,234 and $52,965, which includes gross unrealized losses of $2,014, $9,990 and $5,433 as of December 31, 2012,
2011 and 2010, respectively. Gross unrealized losses on investments have a related fair value of $14,576 as of December 31,
2012.
The Company’s policy for assessing recoverability of its available-for-sale securities is to record a charge against net earnings
when the Company determines that a decline in the fair value of a security drops below the cost basis and believes that decline
to be other-than-temporary. Factors in the assessment of other-than-temporary impairment include determining whether (1) the
Company has the ability and intent to hold the security until it recovers, and (2) the length of time and degree to which the
security’s price has declined. During the year ended December 31, 2012, the Company recorded impairment of $1,899
compared to an impairment of $24,356 and $1,856 for the years ended December 31, 2011 and 2010 for other-than-temporary
declines on certain available-for-sale securities, which is included as a component of realized gain (loss) and (impairment) on
securities, net on the consolidated statements of operations and other comprehensive income.
85
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
Dividend income is recognized when earned. During the years ended December 31, 2012, 2011 and 2010, dividend income of
$20,757, $18,586 and $18,386 was recognized and is included in interest and dividend income on the consolidated statements
of operations and other comprehensive income.
(8) Leases
Operating Leases
Minimum lease payments to be received under operating leases, excluding multi-family and lodging properties and assuming
no expiring leases are renewed, are as follows:
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Thereafter
Total
$
$
Minimum Lease
Payments
525,951
488,259
457,727
408,825
343,120
234,662
204,455
176,264
152,872
113,723
484,061
3,589,919
The remaining lease terms range from one year to thirty-eight years. The majority of the revenue from the Company’s
properties consists of rents received under long-term operating leases. Some leases provide for the payment of fixed base rent
paid monthly in advance, and for the reimbursement by tenants to the Company for the tenant’s pro rata share of certain
operating expenses including real estate taxes, special assessments, insurance, utilities, common area maintenance,
management fees, and certain building repairs paid by the landlord and recoverable under the terms of the lease. Under these
leases, the landlord pays all expenses and is reimbursed by the tenant for the tenant’s pro rata share of recoverable expenses
paid. Certain other tenants are subject to net leases which provide that the tenant is responsible for fixed base rent as well as all
costs and expenses associated with occupancy. Under net leases where all expenses are paid directly by the tenant rather than
the landlord, such expenses are not included in the consolidated statements of operations and other comprehensive income.
Under leases where all expenses are paid by the landlord, subject to reimbursement by the tenant, the expenses are included
within property operating expenses and reimbursements are included in tenant recovery income on the consolidated statements
of operations and other comprehensive income.
86
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
(9) Intangible Assets and Goodwill
The following table summarizes the Company’s identified intangible assets, intangible liabilities and goodwill as of December
31, 2012 and 2011.
Intangible assets:
Acquired in-place lease
Acquired above market lease
Acquired below market ground lease
Advance bookings
Accumulated amortization
Net intangible assets
Goodwill, net
Total intangible assets, net
Intangible liabilities:
Acquired below market lease
Acquired above market ground lease
Accumulated amortization
Net intangible liabilities
Balance as of
December 31, 2012
Balance as of
December 31, 2011
$
$
$
$
573,711
$
41,276
10,536
8,410
(366,301)
267,632
31,196
298,828
101,430
5,839
(26,500)
80,769
$
$
$
601,959
37,624
8,825
5,924
(335,761)
318,571
7,761
326,332
99,187
5,840
(21,824)
83,203
The portion of the purchase price allocated to acquired above market lease costs and acquired below market lease costs are
amortized on a straight line basis over the life of the related lease, including the respective renewal period for below market
lease costs with fixed rate renewals, as an adjustment to rental income. Amortization pertaining to the above market lease costs
was applied as a reduction to rental income. Amortization pertaining to the below market lease costs was applied as an increase
to rental income. The portion of the purchase price allocated to acquired in-place lease intangibles is amortized on a straight
line basis over the life of the related lease.
The following table summarized the amortization related to acquired above and below market lease costs and acquired in-place
lease intangibles for the years ended December 31, 2012, 2011 and 2010.
Amortization of:
Acquired above market lease costs
Acquired below market lease costs
Net rental income increase
Acquired in-place lease intangibles
December 31,
2012
For the years ended
December 31,
2011
December 31,
2010
(4,507) $
$
6,771
$
2,264
$
56,645
(5,076) $
$
6,767
$
1,691
$
63,157
(5,797)
6,218
421
71,148
$
$
$
$
87
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
The following table presents the amortization during the next five years and thereafter related to intangible assets and liabilities
at December 31, 2012.
Amortization of:
Acquired above market
lease costs
Acquired below market
lease costs
Net rental income increase
Acquired in-place lease
intangibles
Advance bookings
Acquired below market
ground lease
Acquired above market
ground lease
$
$
$
$
$
$
$
2013
2014
2015
2016
2017
Thereafter
Total
(4,082)
(3,648)
(3,188)
(2,949)
(2,481)
(6,290) $
(22,638)
5,716
1,634
51,083
1,730
5,313
1,665
37,832
1,694
5,109
1,921
32,964
557
4,941
1,992
29,836
—
4,777
2,296
23,723
—
50,017
43,727
$
$
75,873
53,235
58,663
$ 234,101
3,981
— $
(206)
(206)
(206)
(206)
(206)
(5,882) $
(6,912)
140
140
140
140
140
4,196
$
4,896
(10) Mortgages, Notes and Margins Payable
During the years ended December 31, 2012 and 2011, the following debt transactions occurred:
Balance at December 31, 2010
New financings
Paydown of debt
Extinguishment of debt
Amortization of discount/premium
Balance at December 31, 2011
New financings
Paydown of debt
Assumed financings, net of discount
Extinguishment of debt
Amortization of discount/premium
Balance at December 31, 2012
$
$
$
5,532,057
1,252,057
(781,606)
(102,983)
3,187
5,902,712
867,651
(409,067)
228,706
(590,344)
6,488
6,006,146
Mortgage loans outstanding as of December 31, 2012 and 2011 were $5,894,443 and $5,812,595 and had a weighted average
interest rate of 5.1% and 5.2% per annum, respectively. Mortgage premium and discount, net was a discount of $27,439 and
$30,741 as of December 31, 2012 and 2011. As of December 31, 2012, scheduled maturities for the Company’s outstanding
mortgage indebtedness had various due dates through December 2047.
88
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
As of
December 31, 2012
Weighted average
interest rate
2013
2014
2015
2016
2017
Thereafter
$
$
$
$
$
$
882,907
668,974
684,328
782,997
1,230,313
1,644,924
4.52%
3.97%
4.64%
5.42%
5.57%
5.57%
The Company is negotiating refinancing debt maturing in 2013 with various lenders at terms that will allow us to pay lower
interest rates. It is anticipated that the Company will be able to repay, refinance or extend the maturities and the Company
believes it has adequate sources of funds to meet short term cash needs related to these refinancings. Of the total outstanding
debt, approximately $691,469 is recourse to the Company.
Some of the mortgage loans require compliance with certain covenants, such as debt service ratios, investment restrictions and
distribution limitations. As of December 31, 2012, the Company was in compliance with all mortgage loan requirements except
five loans with a carrying value of $72,414; none of which are cross collateralized with any other mortgage loans or recourse to
the Company. The stated maturities of the mortgage loans in default are reflected as follows: $12,100 in 2011, $17,078 in 2012,
and $43,236 in 2017.
The Company has purchased a portion of its securities through margin accounts. As of December 31, 2012 and 2011, the
Company recorded a payable of $139,142 and $120,858, respectively, for securities purchased on margin. At December 31,
2012 and 2011, the interest rate on the margin loans was 0.560% and 0.621%, respectively. Interest expense in the amount of
$756, $473 and $419 was recognized in interest expense on the consolidated statements of operations and other comprehensive
income for the years ended December 31, 2012, 2011 and 2010, respectively.
(11) Derivatives
As of December 31, 2012, in connection with certain mortgages payable that have variable interest rates, the Company has
entered into interest rate swap agreements, with a notional value of $176,394. The Company’s interest rate swaps involve the
receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of
the agreements without exchange of the underlying notional amount. The interest rate swaps were considered highly effective
as of December 31, 2012. The change in the fair value of the Company’s swaps as reflected in other comprehensive income
was $1,413, $1,249, and $300 for the years ended December 31, 2012, 2011 and 2010, respectively.
The following table summarizes interest rate swap contracts outstanding as of December 31, 2012 and 2011:
Receive Floating
Rate Index
Notional
Amount
Date Entered
Effective Date
End Date
March 28, 2008
March 28, 2008
March 27, 2013
January 16, 2009
January 13, 2009
January 13, 2012
August 19, 2010
August 31, 2010
March 27, 2012
October 15, 2010 November 1, 2010
April 23, 2013
January 7, 2011
January 7, 2011
January 2, 2013
January 7, 2011
January 7, 2011
January 2, 2013
Pay
Fixed
Rate
3.32%
1.62%
0.63%
0.94%
0.91%
0.91%
1 month LIBOR
1 month LIBOR
1 month LIBOR
1 month LIBOR
1 month LIBOR
1 month LIBOR
April 28, 2011
May 3, 2011
September 30, 2012
1.575%
1 month LIBOR
September 1, 2011 September 29, 2012
September 29, 2014
October 14, 2011
October 14, 2011
October 22, 2013
0.79%
1.04%
1 month LIBOR
1 month LIBOR
Fair Value
as of
December 31,
2012
Fair Value
as of
December 31,
2011
(243)
(1,156)
—
—
(68)
(1)
—
—
(507)
(52)
(10)
(22)
(181)
(121)
(105)
(481)
(130)
(78)
33,062
N/A
N/A
29,727
26,090
22,696
N/A
56,501
8,318
$
176,394
$
(871) $
(2,284)
89
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
Risk Management Objective of Using Derivatives
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company
manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and
duration of its debt funding and through the use of derivative financial instruments. Specifically, the Company enters into
derivative financial instruments to add stability to interest expense and to manage its exposure to interest rate movements.
Cash Flow Hedges of Interest Rate Risk
The Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps
designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company
making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
Derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The derivative instruments
were reported at their fair value of $871 and $2,284 in other liabilities at December 31, 2012 and 2011, respectively. The
effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in
accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged
forecasted transaction affects earnings. During the next 12 months, the Company estimates that $683 of loss will be reclassified
into earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings.
The tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of
operations and other comprehensive income for the years ended December 31, 2012, 2011 and 2010:
Derivatives in
ASC
815 Cash
Flow
Hedging
Relationships
Interest Rate
Products
Amount of Gain or
(Loss) Recognized in
OCI on Derivative
(Effective Portion) For
the years ended
December 31,
2012
2011
2010
$ 1,413
$ 1,249
$
300
Location of
Gain or
(Loss)
Reclassified
from
Accumulated
OCI into
Income
(Effective
Portion)
Interest
expense
Amount of Gain or (Loss)
Reclassified from
Accumulated OCI into
Income (Effective Portion)
For the years ended
December 31,
2012
2011
2010
$ (2,329) $ (4,012) $ (4,508)
Location of
Gain or
(Loss)
Recognized
in Income
on
Derivative
(Ineffective
Portion
and
Amount
Excluded
Interest
expense
Amount of Gain or
(Loss) Recognized in
Income on Derivative
(Ineffective Portion
and Amount
Excluded from
Effectiveness
Testing) For the
years ended
December 31,
2012
2011
2010
$
— $
(84) $
473
(12) Fair Value Measurements
In accordance with FASB ASC 820, Fair Value Measurement and Disclosures, the Company defines fair value based on the
price that would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes
observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which
are described below:
• Level 1 - Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
• Level 2 - Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and
liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or
other inputs that are observable or can be corroborated by observable market data.
• Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value
of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar
techniques that use significant unobservable inputs.
The Company has estimated the fair value of its financial and non-financial instruments using available market information and
valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree
90
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that
would be realized upon disposition.
For assets and liabilities measured at fair value on a recurring basis, quantitative disclosure of the fair value for each major
category of assets and liabilities is presented below:
Fair Value Measurements at December 31, 2012
Using Quoted Prices
in Active Markets
for Identical Assets
(Level 1)
Using Significant
Other Observable
Inputs
(Level 2)
Using Significant
Other Unobservable
Inputs
(Level 3)
Description
Available-for-sale real estate equity securities
Real estate related bonds
Total assets
Derivative interest rate instruments
Total liabilities
$
$
$
$
$
304,811
—
304,811
$
— $
— $
— $
22,844
22,844
$
(871) $
(871) $
—
—
—
—
—
Fair Value Measurements at December 31, 2011
Using Quoted Prices
in Active Markets
for Identical Assets
(Level 1)
Using Significant
Other Observable
Inputs
(Level 2)
Using Significant
Other Unobservable
Inputs
(Level 3)
Description
Available-for-sale real estate equity securities
Real estate related bonds
Total assets
Derivative interest rate instruments
Total liabilities
Level 1
$
$
$
$
$
274,274
—
274,274
$
— $
— $
— $
15,091
15,091
$
(2,284) $
(2,284) $
—
—
—
—
—
At December 31, 2012 and 2011, the fair value of the available for sale real estate equity securities have been estimated based
upon quoted market prices for the same or similar issues when current quoted market prices are available. Unrealized gains or
losses on investment are reflected in unrealized gain (loss) on investment securities in other comprehensive income on the
consolidated statements of operations and other comprehensive income.
Level 2
To calculate the fair value of the real estate related bonds and the derivative interest rate instruments, the Company primarily
uses quoted prices for similar securities and contracts. For the real estate related bonds, the Company reviews price histories for
similar market transactions. For the derivative interest rate instruments, the Company uses inputs based on data that is observed
in the forward yield curve which is widely observable in the marketplace. The Company also incorporates credit valuation
adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in
the fair value measurements which utilizes Level 3 inputs, such as estimates of current credit spreads. However, as of
December 31, 2012 and 2011, the Company has assessed that the credit valuation adjustments are not significant to the overall
valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified
in Level 2 of the fair value hierarchy.
91
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
Level 3
Non-Recurring Measurements
The following table summarizes activity for the Company’s assets measured at fair value on a non-recurring basis. The
Company recognized certain non-cash gains and impairment charges to reflect the investments at their fair values for the years
ended December 31, 2012 and 2011. The asset groups that were reflected at fair value through this evaluation are:
As of December 31, 2012
As of December 31, 2011
Fair Value
Measurements Using
Significant
Unobservable Inputs
(Level 3)
Total
Gain
(Impairment
Losses), net
Fair Value
Measurements
Using Significant
Unobservable Inputs
(Level 3)
Total
Gain
(Impairment
Losses), net
Investment properties
Investment in unconsolidated entities
Total
$
$
146,085
36,469
182,554
$
$
(77,348) $
(5,165)
(82,513) $
76,346
43,658
120,004
$
$
(28,967)
(96,471)
(125,438)
The Company’s estimated fair value relating to the investment properties’ impairment analysis was based on a comparison of
letters of intent or purchase contracts, broker opinions of value and discounted cash flow models, which includes contractual
inflows and outflows over a specific holding period. The cash flows consist of unobservable inputs such as contractual
revenues and forecasted revenues and expenses. These unobservable inputs are based on market conditions and the Company’s
expected growth rates. Capitalization rates ranging from 7.00% to 10.00% and discount rates ranging from 8.00% to 11.50%
were utilized in the model and are based upon observable rates that the Company believes to be within a reasonable range of
current market rates.
For the year ended December 31, 2012, the Company identified certain properties which may have a reduction in the expected
holding period, and the Company reviewed the probability of the disposition of these properties. For the years ended,
December 31, 2012, 2011 and 2010, the Company recorded an impairment of investment properties of $77,348, $28,967 and
$0, respectively. Certain properties have been disposed and were impaired prior to disposition and the related impairment
charge of $5,968, $134,673 and $47,529 was included in discontinued operations for the years ended December 31, 2012, 2011
and 2010, respectively.
For the year ended December 31, 2012, the Company identified certain investments in unconsolidated entities that may be
other than temporarily impaired. The Company's estimated fair value relating to the investment in unconsolidated entities'
impairment analysis was based on letters of intent or purchase contracts, broker opinions of value, expected future cash
distributions and the fair value of the Company's interest in the underlying assets of the investment using a net asset value
model. The net asset value model utilizes an income capitalization analysis and consists of unobservable inputs such as
forecasted net operating income and capitalization rates based on market conditions. Capitalization rates ranging from 6.50%
to 8.25% were utilized in the model and are based upon observable rates that the Company believes to be within a reasonable
range of current market rates.
For the year ended December 31, 2011, the Company recognized an investment in unconsolidated entities equal to its equity
investment in a trust which owns 100% of a hotel property. The investment was a result of a conversion of a note receivable to
an equity interest in which the Company recognized a gain of $17,150 for the year ended December 31, 2011. The fair value of
hotel property was estimated based on analysis of appraisals, broker opinions of value, and discounted cash flow models, which
includes contractual inflows and outflows over a specific holding period. The cash flows consist of unobservable inputs such as
contractual revenues and forecasted revenues and expenses. These unobservable inputs are based on market conditions and
expected growth rates. Capitalization rates and discount rates are utilized in the model and are based upon observable rates that
the Company believes to be within a reasonable range of current market rates.
For the years ended, December 31, 2012, 2011 and 2010, the Company recorded an impairment of investments in
unconsolidated entities of $9,365, $113,621, and $11,239, respectively.
92
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
For the year ended December 31, 2010, the Company determined that it is probable that it will not be able to collect all
amounts due under the contractual terms of the note receivables. When the Company assesses the potential impairment of
notes receivables, an evaluation of the fair value of the collateral is performed through a review of third party appraisals and
discounted cash flow models. The Company's discounted cash flow models include contractual inflows and outflows over a
specific holding period and utilize unobservable inputs based on market conditions and the Company's expected growth rates.
The Company believes the capitalization rates and discount rates utilized in the models are based upon observable rates that are
within a reasonable range of current market rates.
For the years ended December 31, 2012, 2011 and 2010, the Company recorded an impairment of notes receivables of $0, $0
and $111,896, respectively.
Financial Instruments not Measured at Fair Value
The table below represents the fair value of financial instruments presented at carrying values in our consolidated financial
statements as of December 31, 2012 and December 31, 2011.
Mortgage and notes payable
Margins payable
December 31, 2012
December 31, 2011
Carrying Value
$
$
5,894,443
139,142
Estimated Fair Value
5,790,201
$
139,142
$
$
$
Carrying Value
5,812,595
120,858
Estimated Fair Value
5,524,022
$
120,858
$
The Company estimates the fair value of its debt instruments using a weighted average effective interest rate of 5.1% per annum.
The assumptions reflect the terms currently available on similar borrowing terms to borrowers with credit profiles similar to the
Company's. The Company has determined that its debt instrument valuations are classified in Level 2 of the fair value hierarchy.
(13) Income Taxes
The Company is qualified and has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue
Code of 1986, as amended, for federal income tax purposes commencing with the tax year ending December 31, 2005. Since
the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal income tax on taxable
income that is distributed to stockholders. A REIT is subject to a number of organizational and operational requirements,
including a requirement that it currently distributes at least 90% of its REIT taxable income (subject to certain adjustments) to
its stockholders. If the Company fails to qualify as a REIT in any taxable year, without the benefit of certain relief provisions,
the Company will be subject to federal and state income tax on its taxable income at regular corporate tax rates. Even if the
Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property
or net worth and federal income and excise taxes on its undistributed income.
The Company has elected to treat certain of its consolidated subsidiaries, and may in the future elect to treat newly formed
subsidiaries, as taxable REIT subsidiaries pursuant to the Internal Revenue Code. Taxable REIT subsidiaries may participate in
non-real estate related activities and/or perform non-customary services for tenants and are subject to federal and state income
tax at regular corporate tax rates. The Company’s hotels are leased to certain of the Company’s taxable REIT subsidiaries.
Lease revenue from these taxable REIT subsidiaries and its wholly-owned subsidiaries is eliminated in consolidation.
The components of income tax expense for the years ended December 31:
93
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
Current
Deferred
Total income
expense (benefit)
Federal
2012
State
Total
Federal
2011
State
Total
Federal
2010
State
Total
$
267
$
2,603
$
2,870
$
4,412
489
4,901
$
110
(3,837)
588
(248)
$
698
(4,085)
$
1,502
(6,698)
$
1,466
(788)
$
2,968
(7,486)
$
4,679
$
3,092
$
7,771
$ (3,727) $
340
$ (3,387) $ (5,196) $
678
$ (4,518)
Deferred tax assets and liabilities are included within deferred costs and other assets and other liabilities in the consolidated
balance sheets, respectively. The components of the deferred tax assets and liabilities at December 31, 2012 and 2011 were as
follows:
2012
2011
Net operating loss
Deferred income
Basis difference on development property
Lease acquisition costs
Depreciation expense
Miscellaneous
Total deferred tax assets
Less: Valuation allowance
Net deferred tax assets
Deferred tax liabilities
$
$
$
$
11,618
2,657
31,916
—
879
(190)
46,880
(39,360)
7,520
$
— $
16,084
1,536
31,916
314
753
118
50,721
(38,300)
12,421
—
Federal net operating loss carryforwards amounting to $11,618 begin to expire in 2023, if not utilized by then.
Deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on
consideration of available evidence, including future reversal of existing taxable temporary differences, future projected taxable
income, and tax-planning strategies. In assessing the realizability of deferred tax assets, management considers whether it is
more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred
tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. The Company has considered various factors, including future reversals of existing taxable temporary
differences, projected future taxable income and tax-planning strategies in making this assessment.
Based upon tax-planning strategies and projections for future taxable income over the periods in which the deferred tax assets
are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible
differences, net of the existing valuation allowance of $39,360 at December 31, 2012. The amount of the deferred tax assets
considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward
period are reduced.
Uncertain Tax Positions
The Company had no unrecognized tax benefits as of or during the three year period ended December 31, 2012. The Company
expects no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of
December 31, 2012. The Company has no material interest or penalties relating to income taxes recognized in the consolidated
statements of operations and other comprehensive income for the years ended December 31, 2012, 2011 and 2010 or in the
consolidated balance sheets as of December 31, 2012 and 2011. As of December 31, 2012, the Company’s 2011, 2010, and
2009 tax years remain subject to examination by U.S. and various state tax jurisdictions.
94
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
Distributions
For federal income tax purposes, distributions may consist of ordinary income, qualifying dividends, return of capital, capital
gains or a combination thereof. Distributions to the extent of the Company’s current and accumulated earnings and profits for
federal income tax purposes are taxable to the recipient as ordinary income. Distributions in excess of these earnings and
profits will constitute a non-taxable return of capital rather than a dividend and will reduce the recipient’s basis in the shares.
A summary of the average taxable nature of the Company’s common distributions paid for each of the years in the three year
period ended December 31, 2012 is as follows:
Ordinary income
Return of capital
Total distributions per share
IRS Closing Agreement
2012
2011
2010
$
$
0.07
0.43
0.50
$
$
0.19
0.31
0.50
$
$
0.17
0.33
0.50
The Company has identified certain distribution and shareholder reimbursement practices that may have caused certain
dividends to be treated as preferential dividends, which cannot be used to satisfy the 90% Distribution Requirement. The
Company has also identified the ownership of certain assets that may have violated a REIT qualification requirement that
prohibits a REIT from owning "securities" of any one issuer in excess of 5% of the REIT's total assets at the end of any
calendar quarter (the "5% Securities Test"). In order to provide greater certainty with respect to the Company's qualification as
a REIT for federal income tax purposes, management concluded that it was in the best interest of the Company and its
stockholders to request closing agreements from the Internal Revenue Service ("IRS") for both the Company and MB REIT
with respect to such matters. Accordingly, on October 31, 2012, MB REIT filed a request for a closing agreement with the IRS.
Additionally, the Company filed a separate request for a closing agreement on its own behalf on March 7, 2013.
The Company identified certain aspects of the calculation of certain dividends on MB REIT's preferred stock and also aspects
of the operation of certain "set aside" provisions with respect to accrued but unpaid dividends on certain classes of MB REIT's
preferred stock that may have caused certain dividends to be treated as preferential dividends. In the case of the Company,
management identified certain aspects of the operation of the Company's dividend reinvestment plan and distribution
procedures and also certain reimbursements of shareholder expenses that may have caused certain dividends to be treated as
preferential dividends. If these practices resulted in preferential dividends, the Company and MB REIT would not have
satisfied the 90% Distribution Requirement and thus may not have qualified as REITs, which would result in substantial
corporate tax liability for the years in which the Company or MB REIT failed to qualify as a REIT.
In addition, the Company and MB REIT made certain overnight investments in bank commercial paper. While the Internal
Revenue Code does not provide a specific definition of “cash item”, the Company believes that overnight commercial paper
should be treated as a “cash item”, which is not treated as a “security” for purposes of the 5% Securities Test. If treated as a
"security", the bank commercial paper would appear to have represented more than 5% of the Company's and MB REIT's total
assets at the end of certain calendar quarters. In the event this commercial paper is treated as a "security", the Company
anticipates that it would be required to pay corporate income tax on the income earned with respect to the portion of the
commercial paper that violated the 5% Securities Test.
The Company can provide no assurance that the IRS will accept the Company's or MB REIT's closing agreement requests.
Even if the IRS accepts those requests, the Company and MB REIT may be required to pay a penalty. The Company cannot
predict whether such a penalty would be imposed or, if so, the amount of the penalty. The Company believes that (i) the IRS
will enter into closing agreements with the Company and MB REIT and (ii) the Business Manager may be liable, in whole or in
part, for any penalty imposed in connection with those closing agreements. As noted above, the Company can provide no
assurance that the IRS will enter into closing agreements with the Company and MB REIT or that the Company and MB REIT
will not be liable for any penalty imposed in connection with those closing agreements. Management believes based on the
currently available information, that such penalty, if any, will not have a material adverse effect on the financial statements of
the Company.
95
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
(14) Segment Reporting
The Company has five business segments: Retail, Lodging, Office, Industrial and Multi-family. The Company evaluates
segment performance primarily based on net operating income. Net operating income of the segments primarily exclude
interest expense, depreciation and amortization, general and administrative expenses, net income of noncontrolling interest and
other investment income from corporate investments. The non-segmented assets primarily include the Company’s cash and
cash equivalents, investment in marketable securities, construction in progress, investment in unconsolidated entities and notes
receivable.
Prior to October 1, 2010, the Company considered the net operating income of the assets of LIP Holdings, LLC, its 100%
owned subsidiary (LIP-H), which consisted of eight operating office and retail properties, a segment. Due to the settlement and
consolidation of the remaining Lauth assets and the disposition of four of eight LIP-H assets, the Company no longer evaluates
the net operating income of these assets as a segment. For the year ended December 31, 2011, the assets of the LIP-H segment
were classified into the appropriate segment as identified above. The Company has restated the prior years’ comparatives to
conform with current year presentation.
For the year ended December 31, 2012, approximately 10% of the Company’s rental revenue (related to the retail, office, and
industrial segments) was generated by over 400 retail banking properties leased to SunTrust Banks, Inc. Also, as of
December 31, 2012, approximately 8% of the Company’s rental revenue (related to the retail, office, and industrial segments)
was generated by three properties leased to AT&T, Inc. As a result of the concentration of revenue generated from these
properties, if SunTrust or AT&T were to cease paying rent or fulfilling its other monetary obligations, the Company could have
significantly reduced rental revenues or higher expenses until the defaults were cured or the properties were leased to a new
tenant or tenants.
96
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
The following table summarizes net operating income by segment as of and for the year ended December 31, 2012.
— $
—
—
Office
143,019
3,883
26,292
3,089
—
$
$
$
176,283
44,054
132,229
$
$
$
—
700,427
700,427
485,517
214,910
Industrial
Multi-
Family
$
80,866
$
84,580
2,215
3,370
356
—
86,807
6,636
80,171
$
$
$
235
497
6,584
—
91,896
41,082
50,814
Total
610,788
$
Retail
302,323
$
$
Lodging
Rental income
Straight line income
Tenant recovery income
Other property income
Lodging income
Total income
$
Operating expenses
$
Net operating income
$
Non allocated expenses (a)
$
Other income and expenses (b) $
Loss from unconsolidated
entities (c)
$
Provision for asset impairment $
Net loss from continuing
operations
Income from discontinued
operations, net
Net income attributable to
noncontrolling interests
Net loss attributable to
Company
Balance Sheet Data:
$
$
$
$
5,833
68,611
5,215
—
381,982
103,719
278,263
$
$
$
12,166
98,770
15,244
700,427
$
$
$
1,437,395
681,008
756,387
(500,942)
(283,403)
(10,324)
(77,348)
(115,630)
51,981
(5,689)
(69,338)
Real estate assets, net (d)
Non-segmented assets (e)
Total Assets
Capital expenditures
$
9,279,123
1,480,761
$ 10,759,884
88,637
$
$ 3,542,440
$ 2,684,575
$ 1,482,555
$
799,503
$
770,050
$
16,334
$
60,381
$
6,891
$
2,826
$
2,205
(a) Non allocated expenses consist of general and administrative expenses, business manager management fee and
depreciation and amortization.
(b) Other income and expenses consist of interest and dividend income, interest expense, other income and expenses,
realized gain, (loss) and (impairment) on securities, net, and income tax expense.
(c) Loss from unconsolidated entities consists of equity (losses) in earnings of unconsolidated entities as well as gain, (loss)
and (impairment) of investment in unconsolidated entities.
(d) Real estate assets includes intangible assets, net of amortization.
(e) Construction in progress is included as non-segmented assets.
97
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
The following table summarizes net operating income by segment as of and for the year ended December 31, 2011.
Retail
284,449
6,934
63,033
5,214
—
359,630
101,347
258,283
$
$
$
$
Lodging
— $
—
—
—
526,252
526,252
358,934
167,318
$
$
$
$
$
$
$
Office
143,112
4,147
25,300
3,885
—
176,444
44,394
132,050
$
$
$
$
Industrial
Multi-
Family
76,923
3,856
1,414
1,120
—
83,313
5,415
77,898
$
$
$
$
75,300
225
466
6,243
—
82,234
39,250
42,984
Rental income
Straight line income
Tenant recovery income
Other property income
$
Total
579,784
15,162
90,213
16,462
Lodging income
Total income
Operating expenses
526,252
$ 1,227,873
549,340
$
Net operating income
$
678,533
Non allocated expenses (a)
(479,000)
$
Other income and expenses (b) $
(266,274)
Loss from unconsolidated
entities (c)
Provision for asset impairment
(118,825)
$
Net loss from continuing
operations
Loss from discontinued
operations, net
Net income attributable to
noncontrolling interests
Net loss attributable to
Company
Balance Sheet Data:
Real estate assets, net (d)
Non-segmented assets (e)
Total Assets
Capital expenditures
$
$
$
$
$
(28,967)
(214,533)
(95,012)
(6,708)
(316,253)
$ 9,429,500
1,489,690
$ 10,919,190
83,405
$
$ 3,803,062
$ 2,386,432
$ 1,568,153
$
910,227
$
761,626
$
18,642
$
53,453
$
5,427
$
4,168
$
1,715
(a) Non allocated expenses consist of general and administrative expenses, business manager management fee and
depreciation and amortization.
(b) Other income and expenses consist of interest and dividend income, interest expense, other income, realized gain, (loss)
and (impairment) on securities, net, and income tax benefit.
(c) Loss from unconsolidated entities consists of equity losses in earnings of unconsolidated entities as well as gain, (loss)
and (impairment) of investment in unconsolidated entities.
(d) Real estate assets includes intangible assets, net of amortization.
(e) Construction in progress is included as non-segmented assets.
98
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
The following table summarizes net operating income by segment as of and for the year ended December 31, 2010.
Retail
259,703
8,680
57,436
4,764
—
330,583
88,886
241,697
$
$
$
$
Lodging
— $
—
—
—
434,539
434,539
297,580
136,959
$
$
$
Office
141,903
5,755
26,419
4,227
—
178,304
44,603
133,701
$
$
$
$
$
$
$
$
Industrial
Multi-
Family
75,491
2,939
1,037
110
—
79,577
5,041
74,536
$
$
$
$
65,676
203
371
5,443
—
71,693
38,663
33,030
Rental income
Straight line income
Tenant recovery income
Other property income
$
Total
542,773
17,577
85,263
14,544
Lodging income
Total income
Operating expenses
434,539
$ 1,094,696
474,773
$
Net operating income
$
619,923
Non allocated expenses (a)
(462,831)
$
Other income and expenses (b) $
(209,606)
Loss from unconsolidated
entities (c)
Provision for asset impairment
(d)
Net loss from continuing
operations
Income from discontinued
operations, net
Net income attributable to
noncontrolling interests
(194,333)
(111,896)
(29,923)
27,041
(9,139)
$
$
$
$
$
Net loss attributable to
Company
$
(176,431)
(a) Non allocated expenses consist of general and administrative expenses, business manager management fee and
depreciation and amortization.
(b) Other income and expenses consist of interest and dividend income, interest expense, other income and expenses,
realized gain, (loss) and (impairment) on securities, net, and income tax benefit.
(c) Loss from unconsolidated entities consists of equity (losses) in earnings of unconsolidated entities as well as gain, (loss)
and (impairment) of investment in unconsolidated entities.
(d) Provision for asset impairment consists of provision for asset impairment, provision for goodwill impairment, and
provision for notes receivable impairment.
99
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except for per share amounts)
December 31, 2012, 2011 and 2010
(15) Earnings (loss) per Share
Basic earnings (loss) per share (“EPS”) are computed by dividing net income (loss) by the weighted average number of
common shares outstanding for the period (the “common shares”). Diluted EPS is computed by dividing net income (loss) by
the common shares plus potential common shares issuable upon exercising options or other contracts. There are an immaterial
amount of potentially dilutive common shares.
The basic and diluted weighted average number of common shares outstanding was 879,685,949, 858,637,707 and 835,131,057
for the years ended December 31, 2012, 2011 and 2010.
(16) Commitments and Contingencies
Certain leases and operating agreements within the lodging segment require the Company to reserve funds relating to replacements
and renewals of the hotels' furniture, fixtures and equipment. As of December 31, 2012 the Company has funded $50,041 in
reserves for future improvements. This amount is included in restricted cash and escrows on the consolidated balance sheet as of
December 31, 2012.
The Company has learned that the SEC is conducting a non-public, formal, fact-finding investigation to determine whether there
have been violations of certain provisions of the federal securities laws regarding the business management fees, property
management fees, transactions with affiliates, timing and amount of distributions paid to investors, determination of property
impairments, and any decision regarding whether the Company might become a self-administered REIT. The Company has not
been accused of any wrongdoing by the SEC. The Company also has been informed by the SEC that the existence of this investigation
does not mean that the SEC has concluded that anyone has broken the law or that the SEC has a negative opinion of any person,
entity, or security. The Company has been cooperating fully with the SEC.
The Company cannot reasonably estimate the timing of the investigation, nor can the Company predict whether or not the
investigation might have a material adverse effect on the business.
Inland American Business Manager & Advisor, Inc. has offered to reduce the business management fee in an aggregate amount
necessary to reimburse the Company for any costs, fees, fines or assessments, if any, which may result from the SEC investigation,
other than legal fees incurred by the Company, or fees and costs otherwise covered by insurance. The business manager also
offered to waive its reimbursement of legal fees or costs that the business manager incurs in connection with the SEC investigation.
On May 4, 2012, Inland American Business Manager & Advisor, Inc. forwarded a letter to the Company that memorializes this
arrangement.
The Company have also received two related demands by stockholders to conduct investigations regarding claims that the
officers, the board of directors, the business manager, and the affiliates of the business manager (the "Inland American Parties")
breached their fiduciary duties to the Company in connection with the matters that the Company disclosed are subject to the
Investigation. The first demand claims that the Inland American Parties (i) falsely reported the value of our common stock until
September 2010; (ii) caused us to purchase shares of our common stock from stockholders at prices in excess of their value; and
(iii) disguised returns of capital paid to stockholders as REIT income resulting in the payment of fees to the business manager
for which it was not entitled. The three stockholders in that demand contend that legal proceedings should seek recovery of
damages in an unspecified amount allegedly sustained by us. The second demand by another shareholder makes similar claims
and further alleges that the Inland American Parties (i) caused us to engage in transactions that unduly favored related parties,
(ii) falsely disclosed the timing and amount of distributions, and (iii) falsely disclosed whether the Company might become a
self-administered REIT. There has been no lawsuit filed, however, with regard to these matters.
The full Board of Directors has responded by authorizing the independent directors to investigate the claims contained in the
demand letters, as well as any other matters the independent directors see fit to investigate, including matters related to the SEC
investigation. Pursuant to this authority, the independent directors have formed a special litigation committee that is comprised
solely of independent directors to review and evaluate the matters referred by the full Board to the independent directors, and to
recommend to the full Board any further action as is appropriate. The special litigation committee intends to investigate these
claims with the assistance of independent legal counsel and will make a recommendation to the Board of Directors after the
committee has completed its investigation.
100
INLAND AMERICAN REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except per share amounts)
December 31, 2012, 2011 and 2010
The Company has also filed a number of eviction actions against tenants and is involved in a number of tenant bankruptcies. The
tenants in some of the eviction cases may file counterclaims against the Company in an attempt to gain leverage against the
Company in connection with the eviction. In the opinion of the Company, none of these counterclaims is likely to result in any
material losses to the Company.
The Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of
business. While the resolution of these matters cannot be predicted with certainty, management believes, based on currently
available information, that the final outcome of such matters will not have a material adverse effect on the financial statements
of the Company.
(17) Subsequent Events
Subsequent to December 31, 2012, the Company purchased one retail property, two lodging properties, and one student
housing property for a gross acquisition price of $119,900.
(18) Quarterly Supplemental Financial Information (unaudited)
The following represents the results of operations, for each quarterly period, during 2012 and 2011.
Total income
Net loss
Net loss attributable to Company
Net loss, per common share, basic and diluted (1)
Weighted average number of common shares
outstanding, basic and diluted (1)
Total income
Net loss
Net loss attributable to Company
Net loss, per common share, basic and diluted (1)
Weighted average number of common shares
outstanding, basic and diluted (1)
$
$
2012
Dec. 31
Sept. 30
June 30
March 31
$
370,758
(2,731)
(3,569)
(0.01)
$
368,639
(12,917)
(17,576)
(0.02)
$
378,834
(17,791)
(17,910)
(0.02)
319,164
(30,210)
(30,283)
(0.03)
886,849,317
881,717,879
877,188,933
872,886,566
2011
Dec. 31
Sept. 30
June 30
March 31
$
305,208
(182,076)
(182,188)
(0.22)
$
313,418
(48,952)
(51,677)
(0.06)
$
314,966
(26,114)
(27,761)
(0.03)
294,281
(52,403)
(54,627)
(0.06)
867,028,126
861,505,671
855,953,324
849,843,349
(1) Quarterly income per common share amounts may not total to the annual amounts due to rounding and the changes in
the number of weighted common shares outstanding
101
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0
0
2
5
0
0
2
8
0
0
2
8
0
0
2
9
0
0
2
0
1
0
2
5
0
0
2
5
0
0
2
0
1
0
2
5
0
0
2
1
1
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2
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0
0
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o
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i
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1
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
As required by Rule 13a-15(b) and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), our management, including our principal executive officer and our principal financial officer evaluated as of
December 31, 2012, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e)
and Rule 15d-15(e). Based on that evaluation, our principal executive officer and our principal financial officer concluded that
our disclosure controls and procedures, as of December 31, 2012, were effective for the purpose of ensuring that information
required to be disclosed by us in this report is recorded, processed, summarized and reported within the time periods specified
by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the principal
executive officer and our principal financial officer as appropriate to allow timely decisions regarding required disclosures.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term
is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management, including our principal executive officer and
principal financial officer, evaluated as of December 31, 2012, the effectiveness of our internal control over financial reporting
based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Based on its evaluation, our management has concluded that we maintained effective
internal control over financial reporting as of December 31, 2012.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm
regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s
independent registered public accounting firm pursuant to permanent deferral of the Securities and Exchange Commission that
permit the Company to provide only management’s report in this annual report.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the fourth quarter of 2012 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Part III
Item 10. Directors, Executive Officers and Corporate Governance.
The following biographies set forth each director's principal occupation and business, as well as the specific experience,
qualifications, attributes and skills that led to the conclusion by the board that he or she should serve as a director of the
Company. All ages are stated as of January 1, 2013. As used herein, “Inland” refers to some or all of the entities that are a part
of The Inland Real Estate Group of Companies, Inc., which is comprised of a group of independent legal entities, some of
which share ownership or have been sponsored and managed by Inland Real Estate Investment Corporation (“IREIC”) or its
subsidiaries.
Robert D. Parks, 69. Chairman of the board and director since October 2004. Mr. Parks has over forty years of experience in
the commercial real estate industry, having been a principal of the Inland organization since May 1968. Mr. Parks is currently
chairman of IREIC, a position he has held since November 1984. He has also served as a director of Inland Investment
Advisors, Inc. since June 1995, and served as a director of Inland Securities Corporation from August 1984 until June 2009. He
served as a director of Inland Real Estate Corporation from 1994 through June 2008, and served as chairman of the board from
May 1994 to May 2004 and president and chief executive officer from 1994 to April 2008. He also served as a director and
chairman of the board of Inland Retail Real Estate Trust, Inc. from its inception in September 1998 to March 2006, and as chief
executive officer until December 2004, and as the chairman of the board and a director of Retail Properties of America, Inc.
(formerly, Inland Western Retail Real Estate Trust, Inc.) from its inception in March 2003 to October 2010. Mr. Parks also has
served as the chairman of the board and a director of Inland Diversified Real Estate Trust, Inc. since its inception in June 2008.
Mr. Parks is responsible for the ongoing administration of existing investment programs, corporate budgeting and
administration for IREIC. He oversees and coordinates the marketing of all investments and investor relations.
184
He received his bachelor degree from Northeastern Illinois University in Chicago, and his master's degree from the University
of Chicago and later taught in Chicago's public schools. He is a member of the National Association of Real Estate Investment
Trusts, or “NAREIT.”
With over forty years of experience in the commercial real estate industry, our board believes that Mr. Parks has the depth of
experience to implement and oversee our business strategy. As the current or past chairman of the board of each of the other
real estate investment trusts, or “REITs,” sponsored by IREIC, including as the past chairman of a New York Stock Exchange-
listed REIT, our board believes Mr. Parks has an understanding of the requirements of serving on a public company board and
the leadership experience necessary to serve as our chairman.
J. Michael Borden, 76. Independent director since October 2004. Mr. Borden is president and chief executive officer of Rock
Valley Trucking Co., Inc., Total Quality Plastics, Inc., Rock Valley Leasing, Inc., Hufcor Inc. and Airwall, Inc. Mr. Borden also
served as the president and chief executive officer of Freedom Plastics, Inc. through February 2009, at which time it filed a
voluntary petition for a court-supervised liquidation of all of its assets in the Circuit Court of Rock County, Wisconsin.
Mr. Borden also is the chief executive officer of Hufcor Asia Pacific in China and Hong Kong, Marashumi Corp. in Malaysia,
Hufcor Australia Group, and F. P. Investments a Real Estate Investment Company. He currently serves on the board of directors
of Dowco, Inc., M&I Bank, Competitive Wisconsin, St. Anthony of Padua Charitable Trust and Great Lakes Packaging, is a
trustee of The Nature Conservancy and is a regent of the Milwaukee School of Engineering. Mr. Borden previously served as
chairman of the board of the Wisconsin Workforce Development Board and as a member of the SBA Advisory Council and the
Federal Reserve Bank Advisory Council. He was named Wisconsin entrepreneur of the year in 1998. Mr. Borden received a
bachelor degree in accounting and finance from Marquette University, Milwaukee, Wisconsin. He also attended a master of
business administration program in finance at Marquette University.
Over the past twenty-five years, Mr. Borden's various businesses have routinely entered into real estate transactions in the
ordinary course of business, allowing him to develop experience in acquiring, leasing, developing and redeveloping real estate
assets. Our board believes that this experience qualifies him to serve as a director on our board.
Thomas F. Glavin, 52. Independent director since October 2007. Mr. Glavin is the owner of Thomas F. Glavin & Associates,
Inc., a certified public accounting firm that he started in 1988. In that capacity, Mr. Glavin specializes in providing accounting
and tax services to closely held companies. Mr. Glavin began his career at Vavrus & Associates, a real estate firm, located in
Joliet, Illinois, that owned and managed apartment buildings and health clubs. At Vavrus & Associates, Mr. Glavin was an
internal auditor responsible for reviewing and implementing internal controls. In 1984, Mr. Glavin began working in the tax
department of Touche Ross & Co., where he specialized in international taxation. In addition to his accounting experience,
Mr. Glavin also has been involved in the real estate business for the past seventeen years. Since 1997, Mr. Glavin has been a
partner in Gateway Homes, which has zoned, developed and manages a 440 unit manufactured home park in Frankfort, Illinois.
Mr. Glavin received his bachelor degree in accounting from Michigan State University in East Lansing, Michigan and a master
of science in taxation from DePaul University in Chicago, Illinois. Mr. Glavin is a member of the Illinois CPA Society and the
American Institute of Certified Public Accountants.
As a result of his financial experience, including over twenty-eight years in the accounting profession, our board believes that
Mr. Glavin is able to provide valuable insight and advice with respect to our financial risk exposures, our financial reporting
process and our system of internal controls. Mr. Glavin, who currently serves as the chairman of the audit committee of our
board, qualifies as an “audit committee financial expert” as defined by the SEC.
Brenda G. Gujral, 70. Director since October 2004. Ms. Gujral has served as our president from October 2004 to September
2012. Ms. Gujral is a director of IREIC and has served as its president since February 2012 (and served in that capacity from
July 1987 through June 1992 and again from January 1998 through January 2011). In addition, Ms. Gujral served as the chief
executive officer of IREIC from January 2008 to February 2012. Ms. Gujral was appointed president of Inland Securities
Corporation in January 2013; she previously served as the president and chief operating officer of Inland Securities Corporation
from January 1997 to June 2009, and has been a director of Inland Securities Corporation since January 1997. Ms. Gujral has
served as a director of Inland Investment Advisors, Inc., an investment advisor, since January 2001, and has served as a director
(March 2003 to May 2012) and chief executive officer (June 2005 to November 2007) of Retail Properties of America, Inc.
(formerly, Inland Western Retail Real Estate Trust, Inc.) and as president (from June 2008 to May 2009) of Inland Diversified
Real Estate Trust, Inc. and as a director and chairman of the board (August 2011 to June 2012) of Inland Real Estate Income
Trust, Inc. (formerly, Inland Monthly Income Trust, Inc.). Ms. Gujral also has been the chairman of the board (since May 2001)
and the president (since May 2012) of Inland Private Capital Corporation (formerly, Inland Real Estate Exchange Corporation)
and a director of Inland Opportunity Business Manager & Advisor, Inc. since April 2009. Ms. Gujral was a director of Inland
Retail Real Estate Trust, Inc. from its inception in September 1998 until it was acquired in February 2007.
Ms. Gujral has overall responsibility for the operations of IREIC, including investor relations, regulatory compliance and
filings, review of asset management activities and broker-dealer marketing and communication. Ms. Gujral works with internal
and outside legal counsel in structuring IREIC's investment programs and in connection with preparing offering documents and
185
registering the related securities with the SEC and state securities commissions. Our board believes that this experience,
coupled with her leadership of IREIC, qualify Ms. Gujral to serve as a member of our board.
Ms. Gujral has been with the Inland organization for thirty-five years, becoming an officer in 1982. Prior to joining the Inland
organization, she worked for the Land Use Planning Commission of the State of Oregon, establishing an office in Portland, to
implement land use legislation for Oregon. Ms. Gujral graduated from California State University, in Fresno. She holds Series
7, 22, 39 and 63 certifications from FINRA, and is a member of NAREIT, the Investment Program Association and the Real
Estate Investment Securities Association. Additionally, Ms. Gujral serves on the board of directors of the Disability Rights
Center of the Virgin Islands, an organization that focuses on advancing the legal rights of people with disabilities in the U.S.
Virgin Islands.
Thomas F. Meagher, 82. Independent director since October 2004. Mr. Meagher currently serves on the board of directors of
DuPage Airport Authority and the TWA Plan Oversight Committee. He also is a former member of the board of trustees of
Edward Lowe Foundation, The Private Bank Corp. and the Chicago Chamber of Commerce. Mr. Meagher has previously
served on the board of directors of UNR Industries, Rohn Towers, Greyhound Lines Inc., Festival Airlines, Lakeside Bank and
Trans World Airlines, where he served as chairman of the board for two years and participated in the sale of the company to
American Airlines.
Mr. Meagher began his business career in 1958 when he was selected by American Airlines for its management training
program. He subsequently joined Continental Air Transport of Chicago as Executive Vice-President in 1964. In 1970,
Mr. Meagher was appointed the first president and chief executive officer of the Chicago Convention and Tourism Bureau,
returning to Continental Air Transport as president and chief executive officer in 1972. In 1980, Mr. Meagher purchased
Howell Tractor and Equipment Company, a large heavy construction equipment dealership, and sold the company in April
2005.
Mr. Meagher received his bachelor degree from St. Mary's University of Minnesota. Upon graduation, he entered the U.S.
Marine Corps Officer Candidate Program, serving with the 2nd Marine Air Wing and achieving the rank of Captain.
Mr. Meagher also attended graduate business school at the University of Chicago.
Because of Mr. Meagher's service on the board of directors of a variety of public and private entities, our board believes that he
is qualified to serve on our board.
Paula Saban, 59. Independent director since October 2004. Ms. Saban has worked in the financial services and banking
industry for over twenty-five years. She began her career in 1978 with Continental Bank, which later merged into Bank of
America. From 1978 to 1990, Ms. Saban held various consultative sales roles in treasury management and in traditional lending
areas. She also managed client service teams and developed numerous client satisfaction programs. In 1990, Ms. Saban began
designing and implementing various financial solutions for clients with Bank of America's Private Bank and Banc of America
Investment Services, Inc. Her clients included top management of publicly-held companies and entrepreneurs. In addition to
managing a diverse client portfolio, she was responsible for client management and overall client satisfaction. She retired from
Bank of America in 2006 as a senior vice president/private client manager. In 1994, Ms. Saban and her husband started a
construction products company, Newport Distribution, Inc., of which she is secretary and treasurer, and a principal stockholder.
Ms. Saban received her bachelor degree from MacMurray College, Jacksonville, Illinois, and her master of business
administration from DePaul University, Chicago, Illinois. She holds Series 7 and 63 certifications from FINRA. She is a former
president of the Fairview Elementary School PTA and a former trustee of both the Goodman Theatre and Urban Gateways. She
served as Legislative Chair of Illinois PTA District 37 and as liaison to the No Child Left Behind Task Force of School District
54. She is currently a board member of a Hands On Suburban Chicago which is a not-for-profit organization that matches
community and corporate volunteers of all ages and skills with opportunities to connect and serve.
In her roles with Newport Distribution, Ms. Saban has insight into the development and construction industry. Our board
believes that these experiences and this insight make her qualified to serve on our board.
William J. Wierzbicki, 66. Independent director since October 2005. Mr. Wierzbicki is a registered Professional Planner in the
Province of Ontario, Canada, and is a member of both the Canadian Institute of Planners and the Ontario Professional Planners
Institute. Mr. Wierzbicki is the sole proprietor of “Planning Advisory Services,” a land-use planning consulting service
providing consultation and advice to various local governments, developers and individuals. Through Planning Advisory
Services, Mr. Wierzbicki is the planner for the Municipalities of Huron Shores and Price Township as well as the Town of
Chapleau. Mr. Wierzbicki previously served as the Coordinator of Current Planning with the City of Sault Ste. Marie, Ontario.
In that capacity, his expertise was in the review of residential, commercial and industrial development proposals.
Mr. Wierzbicki led the program to develop a new Comprehensive Zoning By-Law for the City of Sault Ste. Marie.
Mr. Wierzbicki was the leader of the team that developed the Sault Ste. Marie's Industrial Development Strategy. More recently
he has completed a Community Development Plan for Batchwana First Nation's Rankin site and an Official Plan for the
186
Township of Prince. Mr. Wierzbicki received an architectural technologist diploma from the Sault Ste. Marie Technical and
Vocational School in Ontario, Canada, and attended Sault College and Algoma University.
Our board believes that Mr. Wierzbicki's experience and knowledge of commercial real estate industry, including with real
estate development, qualifies him to serve on our board. In addition, if we determine to acquire any real estate assets in Canada
in the future, Mr. Wierzbicki's expertise in the Canadian real estate market will be useful to our board.
Executive Officers
In addition to Mr. Parks, whose biography is set forth above, the following individuals serve as our executive officers. All ages
are stated as of January 1, 2013.
Thomas P. McGuinness, 57. President since September 2012. Mr. McGuinness joined Inland Property Management, Inc. in
1982, and has served as its president since 1991. Mr. McGuinness also has served as president (since 1990) and chairman (since
2001) of Mid-America Management Corporation. From August 2005 through December 2011, Mr. McGuinness served as the
president of Inland American HOLDCO LLC (“HOLDCO”), the sole member of each of our property managers, Inland
American Retail Management LLC, Inland American Office Management LLC, Inland American Industrial Management LLC
and Inland American Apartment Management LLC, and as the chairman, a director and the chief executive officer of the four
members of HOLDCO, which are controlled by The Inland Group, Inc. (collectively, the “Parent Companies”). Mr.
McGuinness, has served as the president of our business manager since January 2012.
Mr. McGuinness previously served as the president of the Chicagoland Apartment Association and as the regional vice
president of the National Apartment Association. He also served on the board of directors of the Apartment Building Owners
and Managers Association, and was a trustee with the Service Employees’ Local No. 1 Health and Welfare Fund and its
Pension Fund. He holds CLS and CSM accreditations from the International Council of Shopping Centers (“ICSC”). Mr.
McGuinness is the husband of JoAnn M. McGuinness. Ms. McGuinness is currently a director of the Inland Group and
president of Inland Real Estate Income Trust, Inc., and its business manager.
Roberta S. Matlin, 68. Vice president - administration since October 2004. Ms. Matlin joined IREIC in November 1984 as
director of investor administration and currently serves as a director and senior vice president of IREIC, in the latter capacity
directing its day-to-day internal operations. Ms. Matlin also has been a director of Inland Private Capital Corporation (f/k/a
Inland Real Estate Exchange Corporation) since May 2001, the vice president of Inland Institutional Capital Partners
Corporation since May 2006 and a director since August 2012, and a director of Pan American Bank since December 2007. She
also has served as a director and president of Inland Investment Advisors, Inc. since June 1995 and Intervest Southern Real
Estate Corporation since July 1995 and a director and vice president of Inland Securities Corporation since July 1995.
Ms. Matlin has served as the vice president of Inland Monthly Income Trust, Inc. and its business manager since August 2011.
She has served as vice president of Inland Diversified Real Estate Trust, Inc. since September 2008, and the vice president of
its business manager since May 2009; she also served as the president of Inland Diversified's business manager from June 2008
to May 2009. Ms. Matlin served as vice president of administration of Retail Properties of America, Inc. (formerly, Inland
Western Retail Real Estate Trust, Inc.) from 2003 until 2007, vice president of administration of Inland Retail Real Estate Trust,
Inc. from September 1998 until December 2004, vice president of administration of Inland Real Estate Corporation from March
1995 until June 2000 and trustee and executive vice president of Inland Mutual Fund Trust from October 2001 until May 2004.
Ms. Matlin also has served as the president of Inland Opportunity Business Manager & Advisor, Inc. since April 2009. Prior to
joining Inland, Ms. Matlin worked for the Chicago Region of the Social Security Administration of the United States
Department of Health and Human Services. Ms. Matlin received her bachelor degree from the University of Illinois in
Champaign. She holds Series 7, 22, 24, 39, 63 and 65 certifications from FINRA. Ms. Matlin is a member of NAREIT, the
Investment Program Association and the Real Estate Investment Securities Association.
Jack Potts, 43. Treasurer and principal financial officer, and the chief financial officer of our business manager, since February
2012. Mr. Potts previously served as our principal accounting officer and the chief accounting officer of our business manager,
from September 2007 to January 2012. Mr. Potts also has served as the treasurer of Inland Real Estate Income Trust, Inc., and
the treasurer of its business manager from February 2012 through July 2012. Prior to joining the Inland organization, from
February 1998 to April 2007, Mr. Potts held various accounting and financial reporting positions with Equity Office Properties
Trust, Inc., a then-publicly traded owner and manager of office properties. Mr. Potts previously worked in the field of public
accounting and was a manager in the real estate division for Ernst and Young LLP. He received a bachelor degree in accounting
from Michigan State University in East Lansing. Mr. Potts is a certified public accountant.
Anna Fitzgerald, 37. Principal accounting officer and chief accounting officer of our business manager since February 2012.
Ms. Fitzgerald joined our business manager in January 2011 as the vice president of accounting. Prior to joining the Inland
organization, she had worked as a consultant to the Company, from March 2008 to December 2010. Ms. Fitzgerald was
previously employed by Equity Office Properties Trust, Inc. from October 1999 to February 2008, where she held various
187
positions in accounting, financial reporting and treasury. She received a bachelor degree in accounting and finance from Drake
University in Des Moines, Iowa. Ms. Fitzgerald is a certified public accountant.
Scott W. Wilton, 51. Secretary since October 2004. Mr. Wilton joined The Inland Group, Inc. in January 1995. He is assistant
vice president of The Inland Real Estate Group, Inc. and assistant counsel with The Inland Real Estate Group law department.
Mr. Wilton previously served as secretary of Retail Properties of America, Inc. (formerly, Inland Western Retail Real Estate
Trust, Inc.) from March 2003 to November 2005, as secretary of Inland Private Capital Corporation from May 2001 to August
2009 and as secretary of Inland Retail Real Estate Trust, Inc. and Inland Retail Real Estate Advisory Services, Inc. from
September 1998 to December 2004. Mr. Wilton is involved in all aspects of The Inland Group, Inc.'s business, including real
estate acquisitions and financing, securities law and corporate governance matters, leasing and tenant matters and litigation
management. He received bachelor degrees in economics and history from the University of Illinois, Champaign, in 1982 and
his law degree from Loyola University, Chicago, Illinois, in 1985. Prior to joining The Inland Group, Inc. Mr. Wilton worked
for the Chicago law firm of Williams, Rutstein, Goldfarb, Sibrava and Midura, Ltd., specializing in real estate, corporate
transactions and litigation.
Audit Committee
Our board has formed an audit committee comprised of four independent directors, Messrs. Borden, Glavin, Meagher and
Ms. Saban. The board has determined that Mr. Glavin, the chairman of the committee, qualifies as an “audit committee
financial expert,” as defined by the SEC, and that each member of the committee is independent in accordance with the
standards set forth in the committee's charter. The audit committee assists the board in fulfilling its oversight responsibility
relating to: (1) the integrity of our financial statements; (2) our compliance with legal and regulatory requirements; (3) the
qualifications and independence of the independent registered public accounting firm; (4) the adequacy of our internal controls;
and (5) the performance of our independent registered public accounting firm. The audit committee has adopted a written
charter, which is available on our website at www.inland-american.com under the “Corporate Governance” tab.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires each director, officer and individual beneficially owning more than 10% of our
common stock to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership
(Forms 4 and 5) of our common stock with the SEC. Officers, directors and greater than 10% beneficial owners are required by
SEC rules to furnish us with copies of all such forms they file. Based solely on a review of the copies of such forms furnished
to us during and with respect to the fiscal year ended December 31, 2012, or written representations that no additional forms
were required, we believe that all of our officers and directors and persons that beneficially own more than 10% of the
outstanding shares of our common stock complied with these filing requirements in 2012.
Code of Ethics
We have adopted a code of ethics applicable to our directors, officers and employees, which is available on our website free of
charge at http://www.inlandamerican.com. We will provide the code of ethics free of charge upon request to our customer
relations group.
Item 11. Executive Compensation
Compensation of Executive Officers
All of our executive officers are officers and employees, respectively, of one or more of the affiliates of our business manager
and are compensated by those entities, in part, for services rendered to us. We do not separately compensate our executive
officers, nor do we reimburse either our business manager or our property managers for any compensation paid to their
employees who also serve as our executive officers, other than through the general fees we pay to them under the business
management agreement or the property management agreements. For the purposes of reimbursement, our corporate secretary
is not considered an “executive officer.” As a result, we do not have, and our board of directors has not considered, a
compensation policy or program for our executive officers and has not included in this Form 10-K a “Compensation Discussion
and Analysis” or a report from our board of directors with respect to executive compensation. The fees we pay to the business
manager and property managers under the business management agreement or the property management agreements are
described in more detail in Item 13 of this Form 10-K.
If we decide to pay our named executive officers in the future, the board of directors will review all forms of compensation and
approve all stock option grants, warrants, stock appreciation rights and other current or deferred compensation payable to the
executive officers with respect to the current or future value of our shares.
188
Independent Director Compensation
We pay each of our independent directors an annual fee of $30,000, plus $1,000 for each meeting of the board attended in
person and $500 for each meeting of the board attended by telephone. We also pay the chairperson of the audit committee an
annual fee of $10,000, and pay each member of the audit committee $1,000 for each meeting of the audit committee attended in
person and $500 for each meeting of the audit committee attended by telephone. We pay the chairperson of every other
committee, including any special committee, an annual fee of $5,000, and pay each member of such committee $1,000 for each
meeting of the committee attended in person and $500 for each meeting of the committee attended by telephone. We reimburse
all of our directors for any out-of-pocket expenses incurred by them in attending meetings. In addition, on the date of each
annual meeting of stockholders, we grant to each independent director then in office options to purchase 500 shares of our
common stock under our independent director stock option plan.
We do not compensate any director that also is an employee of our Company, our business manager or its affiliates.
The following table further summarizes compensation earned by the independent directors for the year ended December 31,
2012.
J. Michael Borden
Thomas F. Glavin
Thomas F. Meagher
Paula Saban
William J. Wierzbicki
Fees Earned in Cash ($)
Option Awards* ($) (1)
Total ($)
56,000
70,000
56,000
59,000
50,000
3,610
3,610
3,610
3,610
3,610
59,610
73,610
59,610
62,610
53,610
* Each director receives 500 shares at each annual stockholder meeting, with an exercise price equal to the market value of our
shares at the time of issuance.
(1) With the exception of Mr. Glavin, each independent director had options to purchase 6,000 shares of our common stock
outstanding at December 31, 2012. Mr. Glavin had options to purchase 5,000 shares of our common stock outstanding
at December 31, 2012. All options have been granted pursuant to our independent director stock option plan.
Stock Option Grants
Under our independent director stock option plan, we have authorized and reserved a total of 75,000 shares of our common
stock for issuance. The number and type of shares that could be issued under the plan may be adjusted if we are the surviving
entity after a reorganization or merger or if we split our stock, are consolidated or are recapitalized. If this occurs, the exercise
price of the options will be correspondingly adjusted.
The independent director stock option plan generally provides for the grant of non-qualified stock options to purchase 3,000
shares to each independent director upon his or her appointment subject to satisfying the conditions set forth in the plan. The
plan also provides for subsequent grants of options to purchase 500 shares on the date of each annual stockholder's meeting to
each independent director then in office. The exercise price for all options is equal to the fair market value of our shares, as
defined in the plan, on the date of each grant. However, options may not be granted at any time when the grant, along with the
grants to be made at the same time to other independent directors, would exceed 9.8% in value of our issued and outstanding
shares of stock or 9.8% in value or number of shares, whichever is more restrictive, of our issued and outstanding shares of
common stock.
One-third of the options granted following an individual initially becoming an independent director are exercisable beginning
on the date of their grant, one-third become exercisable on the first anniversary of the date of their grant and the remaining one-
third become exercisable on the second anniversary of the date of their grant. All other options granted under the independent
director stock option plan become fully exercisable on the second anniversary of their date of grant.
Options granted under the independent director stock option plan are exercisable until the first to occur of: the tenth anniversary
of the date of grant; the removal for cause of the person as an independent director; or three months following the date the
person ceases to be an independent director for any other reason except death or disability.
189
All options generally are exercisable in the case of death or disability for a period of one year after death or the disabling event,
provided that the death or disabling event occurs while the person is an independent director. However, if the option is
exercised within the first six months after it becomes exercisable, any shares issued pursuant to such exercise may not be sold
until the six month anniversary of the date of the grant of the option. Notwithstanding any other provisions of the independent
director stock option plan to the contrary, no option issued pursuant thereto may be exercised if exercise would jeopardize our
status as a REIT under the Internal Revenue Code of 1986, as amended.
No option may be sold, pledged, assigned or transferred by an independent director in any manner otherwise than by will or by
the laws of descent or distribution.
Upon our dissolution, liquidation, reorganization, merger or consolidation as a result of which we are not the surviving
corporation, or upon sale of all or substantially all of our assets, the independent director stock option plan will terminate, and
any outstanding unexercised options will terminate and be forfeited. However, holders of options may exercise any options that
are otherwise exercisable immediately prior to the dissolution, liquidation, consolidation or merger. Additionally, our board
may provide for other alternatives in the case of a dissolution, liquidation, consolidation or merger.
Compensation Committee Interlocks and Insider Participation
None of our current or former officers or employees, or the current or former officers or employees of our subsidiaries,
participated in any deliberations of our board of directors concerning executive officer compensation during the year ended
December 31, 2012. In addition, during the year ended December 31, 2012, none of our executive officers served as a director
or a member of the compensation committee of any entity that has one or more executive officers serving as a member of our
board of directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Equity Compensation Plan Information
The following table provides information regarding our equity compensation plans as of December 31, 2012.
Plan category
Equity compensation plans approved by security holders:
Independent Director Stock Option Plan
Equity compensation plans not approved by security holders
Total:
Number of
securities to
be issued upon
exercise
of outstanding
options, warrants
and rights
Weighted-
average exercise
price of
outstanding
options, warrants
and rights
Number of
securities
remaining available
for future issuance
under equity
compensation plans
29,000 $
—
29,000 $
8.87
—
8.87
46,000
—
46,000
We have adopted an Independent Director Stock Option Plan which, subject to certain conditions, provides for the grant to each
independent director of an option to purchase 3,000 shares following their becoming a director and for the grant of additional
options to purchase 500 shares on the date of each annual stockholder's meeting. The options for the initial 3,000 shares are
exercisable as follows: 1,000 shares on the date of grant and 1,000 shares on each of the first and second anniversaries of the
date of grant. All other options are exercisable on the second anniversary of the date of grant.
Stock Owned by Certain Beneficial Owners and Management
Based on a review of filings with the SEC, the following table shows the amount of common stock beneficially owned (unless
otherwise indicated) by (1) persons that are known to beneficially own more than 5% of the outstanding shares of our common
stock ; (2) our directors; (3) our executive officers; and (4) our directors and executive officers as a group. All information is as
of February 19, 2013.
190
Name and Address of Beneficial Owner (1)
J. Michael Borden, Independent Director
Thomas F. Glavin, Independent Director
Brenda G. Gujral, Director
Thomas F. Meagher, Independent Director
Robert D. Parks, Director and Chairman of the Board
Paula Saban, Independent Director
William J. Wierzbicki, Independent Director
Thomas P. McGuinness, President
Roberta S. Matlin, Vice President-Administration
Jack Potts, Treasurer and Principal Financial Officer
Anna Fitzgerald, Principal Accounting Officer
Scott W. Wilton, Secretary
All Directors and Officers as a group (twelve persons)
Amount and Nature
of Beneficial
Ownership (2)
156,099 (3)
27,207 (4)
9,280 (5)
20,280 (6)
451,920 (7)
5,500 (8)
6,934 (9)
—
3,126 (10)
—
—
4,028 (11)
684,374
Percent
of Class
*
*
*
*
*
*
*
—
*
—
—
*
*
*Less than 1%
(1) The business address of each person listed in the table is c/o Inland American Real Estate Trust, Inc., 2901 Butterfield
Road, Oak Brook, Illinois 60523.
(2) All fractional ownership amounts have been rounded to the nearest whole number.
(3) Mr. Borden has sole voting and dispositive power over 144,405 shares, including 58,357 shares owned by St. Anthony
Padua Charitable Trust, for which Mr. Borden is the trustee, and Mr. Borden and his wife share voting and dispositive
power over 6,194 shares. Mr. Borden's shares include vested options exercisable into 5,500 shares of common stock.
(4) Mr. Glavin and his wife share voting and dispositive power over 22,707 shares. Mr. Glavin's shares include vested
options exercisable into 4,500 shares of common stock.
(5) Ms. Gujral has sole voting and dispositive power over 3,336 shares. Ms. Gujral and her husband share voting and
dispositive power over 5,944 shares.
(6) Mr. Meagher has sole voting and dispositive power over all of the shares that he owns. Mr. Meagher's shares include
vested options exercisable into 5,500 shares of common stock.
(7) Mr. Parks has sole voting and dispositive power over all 451,920 shares.
(8) Ms. Saban has sole voting and dispositive power over all of the shares that she owns. Ms. Saban's ownership is
comprised of vested options exercisable into 5,500 shares of common stock.
(9) Mr. Wierzbicki and his wife share voting and dispositive power over 1,434 shares. Mr. Wierzbicki's shares include vested
options exercisable into 5,500 shares of common stock.
(10) Ms. Matlin has sole voting and dispositive power over all of the shares that she owns.
(11) Mr. Wilton and his mother share voting and dispositive power over all 3,351 shares, and Mr. Wilton and his spouse share
voting and dispositive power over 677 shares owned by Mr. Wilton's spouse through her individual IRA.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Director Independence
Our business is managed under the direction and oversight of our board. The members of our board are J. Michael Borden,
Thomas F. Glavin, Brenda G. Gujral, Thomas F. Meagher, Robert D. Parks, Paula Saban and William J. Wierzbicki. As required
by our charter, a majority of our directors must be “independent.” As defined by our charter, an “independent director” is a
person who: (1) is not directly or indirectly associated, and has not been directly or indirectly associated within the two years
prior to becoming an independent director, with the Company, IREIC or our business manager whether by ownership of,
ownership interest in, employment by, any material business or professional relationship with or as an officer or director of the
Company, IREIC, our business manager or any of their affiliates; (2) does not serve as a director for another REIT originated
by IREIC or advised by our business manager or any of its affiliates; and (3) performs no other services for the Company,
except as director.
191
Although our shares are not listed for trading on any national securities exchange and therefore our board of directors is not
subject to the independence requirements of the New York Stock Exchange (“NYSE”) or any other national securities
exchange, our board has evaluated whether our directors are “independent” as defined by the NYSE. The NYSE standards
provide that to qualify as an independent director, in addition to satisfying certain bright-line criteria, the board of directors
must affirmatively determine that a director has no material relationship with the Company (either directly or as a partner,
stockholder or officer of an organization that has a relationship with the Company).
Consistent with these considerations, after a review of all relevant transactions or relationships between each director, or any of
his or her family members, and the Company, our management and our independent registered public accounting firm, the
board has determined that Messrs. Borden, Glavin, Meagher and Wierzbicki and Ms. Saban qualify as independent directors.
Related Party Transactions
We pay our business manager, an affiliate of our sponsor, IREIC, and its affiliates various fees and compensation. The
following is a summary of the fees and compensation we paid to our business manager and its affiliates during the year ended
December 31, 2012.
After our stockholders have received a non-cumulative, non-compounded return of 5.0% per annum on their “invested capital,”
we pay our business manager an annual business management fee of up to 1% of the “average invested assets,” payable
quarterly in an amount equal to 0.25% of the average invested assets as of the last day of the immediately preceding quarter.
For these purposes, “average invested assets” means, for any period, the average of the aggregate book value of our assets,
including lease intangibles, invested, directly or indirectly, in financial instruments, debt and equity securities and equity
interests in and loans secured by real estate assets, including amounts invested in REITs and other real estate operating
companies, before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of
these values at the end of each month during the period. We pay this fee for services provided or arranged by our business
manager, such as managing our day-to-day business operations, arranging for the ancillary services provided by other affiliates
and overseeing these services, administering our bookkeeping and accounting functions, consulting with our board, overseeing
our real estate assets and providing other services as our board deems appropriate. Pursuant to the letter agreement dated May
4, 2012, the business management fee shall be reduced in each particular quarter for investigation costs exclusive of legal fees
incurred in conjunction with the SEC matter. During the year ended December 31, 2012, the Company incurred $108 thousand
of investigation costs, resulting in a business management fee expense of $39,892, or approximately 0.35% of our “average
invested assets” on an annual basis, for the year ended December 31, 2012. In addition, effective July 30, 2012, the Company
extended the agreement with the Business Manager through July 30, 2013. The terms of the Business Manager Agreement
remains unchanged.
We pay Inland Investment Advisors, Inc., another affiliate of our business manager, an annual fee, paid on a monthly basis,
totaling 1% of the first $1 to $5 million of marketable securities under management, 0.85% of marketable securities from $5 to
$10 million, 0.75% of marketable securities from $10 to $25 million, 0.65% of marketable securities from $25 to $50 million,
0.60% of marketable securities from $50 to $100 million and 0.50% of marketable securities above $100 million.
Notwithstanding the above, the total annual fees paid to Inland Investment Advisors plus the annual business management fee
paid to our business manager may not exceed the amounts we may pay as the annual business management fee. For the year
ended December 31, 2012, we paid fees to Inland Investment Advisors in an amount equal to approximately $1.8 million.
We also reimburse our business manager and its affiliates for all expenses that it, or any affiliate, pays or incurs on our behalf,
including the salaries and benefits of persons employed by the business manager or its affiliates and performing services for us,
except for the salaries and benefits of persons who also serve as one of the executive officers or as an executive officer of the
business manager. For the purposes of reimbursement, our corporate secretary is not considered an “executive officer”. For the
year ended December 31, 2012, we incurred approximately $12.2 million of these costs. In addition, for any year in which we
qualify as a REIT, our business manager must reimburse us for the amounts, if any, by which the total operating expenses paid
during the previous year exceed the greater of 2% of the average invested assets for that year or 25% of net income for that
year, subject to certain adjustments. Our total operating expenses did not exceed these limits during the year ended
December 31, 2012.
Additionally, we pay the business manager a fee for services performed in connection with acquiring a controlling interest in a
REIT or other real estate operating company. Acquisition fees, however, are not paid for acquisitions solely of a fee interest in
property. The amount of the acquisition fee is equal to 2.5% of the aggregate purchase price paid to acquire the controlling
interest. We did not pay any acquisition fees for the year ended December 31, 2012.
We pay our property managers, entities owned principally by individuals who are affiliated with our sponsor, a monthly fee up
to a certain percentage of gross operating income (as defined). For the six months ending June 30, 2012, the property managers
were entitled to receive property management fees up to 4.5% of gross operating income (as defined), for management and
leasing services; however, (1) for triple-net lease properties, the property managers were entitled to monthly fees equal to 2.9%
192
of the gross income generated by the applicable property each month and (2) for bank branches, the property managers were
entitled to monthly fees equal to 2.5% of the gross income generated by the applicable property each month in operating
companies purchased by the Company. The property managers were entitled to receive an oversight fee of 1% of gross
operating income (as defined). These rates became effective January 1, 2012 when we entered into an extension agreement
with the property managers which extended the term through June 30, 2012.
On July 1, 2012, we entered into new master agreements with its property managers and extended the term until December 31,
2013 which will automatically be renewed until June 30, 2015 unless either party to the agreement provides written notice of
cancellation before June 30, 2013. Under the new master agreements, we paid the property managers monthly management
fees by property type, updated as follows: (i) for any bank branch facility (office or retail), 2.50% of the gross income
generated by the property; (ii) for any multi-tenant industrial property, 4.00% of the gross income generated by the property;
(iii) for any multi-family property, 3.75% of the gross income generated by the property; (iv) for any multi-tenant office
property, 3.75% of the gross income generated by the property; (v) for any multi-tenant retail property, 4.50% of the gross
income generated by the property; (vi) for any single-tenant industrial property, 2.25% of the gross income generated by the
property; (vii) for any single-tenant office property, 2.90% of the gross income generated by the property; and (viii) for any
single-tenant retail property, 2.90% of the gross income generated by the property.
We also pay our property managers, based on the type of property managed, a monthly oversight fee of up to 1% of the gross
income from each property managed directly by entities other than our property managers, their affiliates or agents. We do not
pay any oversight fees with respect to our lodging properties. Further, as is customary in the industry, we reimburse each
property manager, its affiliates and agents for property-level expenses that it or they pay, such as salaries and benefit expenses
for on-site employees and other miscellaneous expenses. We paid our property managers management fees of approximately
$27.6 million for the year ended December 31, 2012. We did not pay any oversight fees for the year ended December 31, 2012.
We also reimbursed the property managers approximately $14.0 million related to property level payroll costs.
We pay a related party of the business manager 0.2% of the principal amount of each loan placed on our behalf. Such costs are
capitalized as loan fees and amortized over the respective loan term. We paid $1.2 million for the year ended December 31,
2012. During the first half of 2012, we paid a related party to provide loan servicing. We paid $0.1 million for the year ended
December 31, 2012.
As of December 31, 2012, we had deposited $0.4 million in Inland Bank and Trust, a subsidiary of Inland Bancorp, Inc., an
affiliate of The Inland Real Estate Group, Inc., which is owned by The Inland Group, Inc.
We are party to an agreement with a limited liability company formed as an insurance association captive , which is wholly-
owned by us and and two related parties, Inland Real Estate Corporation (“IRC”) and Inland Diversified Real Estate Trust, Inc.,
and a third party, Retail Properties of America ("RPAI"). We paid insurance premiums of $12.2 million for the year ended
December 31, 2012.
We held 889,820 shares of IRC valued $7.5 million as of December 31, 2012.
Policies and Procedures with Respect to Related Party Transactions
Our charter contains provisions setting forth our ability to engage in certain related party transactions. Our board reviews all of
these transactions and, as a general rule, any related party transactions must be approved by a majority of the directors,
including a majority of the independent directors not otherwise interested in the transaction. All transactions described under
the caption “Related Party Transactions” are subject to board approval, including a majority of the independent directors not
otherwise interested in the transaction. In determining whether to approve or authorize a particular related party transaction,
these directors will consider whether the transaction between us and the related party is fair and reasonable to us and has terms
and conditions no less favorable to us than those available from unaffiliated third parties. We believe that our general policies
and procedures regarding related party transactions also are evidenced by the disclosures in this Form 10-K and our prior proxy
statements under the caption “Certain Relationships and Related Transactions.” We may in the future adopt more specific
written policies and procedures regarding related party transactions.
Item 14. Principal Accounting Fees and Services.
Fees to Independent Registered Public Accounting Firm
The following table presents fees for professional services rendered by our independent registered public accounting firm,
KPMG LLC (“KPMG”), for the audit of our annual financial statements for the years ended December 31, 2012 and 2011,
together with fees for audit-related services and tax services rendered by KPMG for the years ended December 31, 2012 and
2011, respectively.
193
Audit fees (1)
Audit-related fees
Tax fees (2)
All other fees
TOTAL
Year ended December 31,
2012
2011
$
1,638,845 $
1,283,000
—
514,774
—
—
567,760
—
$
2,153,619 $
1,850,760
(1) Audit fees consist principally of fees paid for the audit of our annual consolidated financial statements and review of our
consolidated financial statements included in our quarterly reports.
(2) Tax fees are comprised of tax compliance fees.
Approval of Services and Fees
Our audit committee has reviewed and approved all of the fees charged by KPMG for the years ended December 31, 2012 and
2011, and actively monitors the relationship between audit and non-audit services provided by KPMG. The audit committee
concluded that all services rendered by KPMG during the years ended December 31, 2012 and 2011, respectively, were
consistent with maintaining KPMG's independence. Accordingly, the audit committee has approved all of the services provided
by KPMG. As a matter of policy, the Company will not engage its primary independent registered public accounting firm for
non-audit services other than “audit-related services,” as defined by the SEC, certain tax services and other permissible non-
audit services as specifically approved by the chairperson of the audit committee and presented to the full committee at its next
regular meeting. The policy also includes limits on hiring partners of, and other professionals employed by, KPMG to ensure
that the SEC's auditor independence rules are satisfied.
Under the policy, the audit committee must pre-approve any engagements to render services provided by the Company's
independent registered public accounting firm and the fees charged for these services including an annual review of audit fees,
audit-related fees, tax fees and other fees with specific dollar value limits for each category of service. During the year, the
audit committee will periodically monitor the levels of fees charged by KPMG and compare these fees to the amounts
previously approved. The audit committee also will consider on a case-by-case basis and, if appropriate, approve specific
engagements that are not otherwise pre-approved. Any proposed engagement that does not fit within the definition of a pre-
approved service may be presented to the chairperson of the audit committee for approval.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) List of documents filed:
(b) Financial Statements:
Report of Independent Registered Public Account Firm
The consolidated financial statements of the Company are set forth in the report in Item 8.
(2) Financial Statement Schedules:
Financial statement schedule for the year ended December 31, 2012 is submitted herewith.
Real Estate and Accumulated Depreciation (Schedule III)
(3) Exhibits:
The list of exhibits filed as part of this Annual Report is set forth on the Exhibit Index attached hereto.
194
(b) Exhibits:
The exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index attached hereto.
(c) Financial Statement Schedules
All schedules other than those indicated in the index have been omitted as the required information is inapplicable or the
information is presented in the consolidated financial statements or related notes.
195
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
INLAND AMERICAN REAL ESTATE TRUST, INC.
By:
Date:
/s/ Thomas P. McGuinness
Thomas P. McGuinness
President
March 12, 2013
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
Director and chairman of the board
March 12, 2013
President (principal executive officer)
March 12, 2013
Treasurer and principal financial officer
March 12, 2013
Principal accounting officer
March 12, 2013
By:
Name:
/s/ Robert D. Parks
Robert D. Parks
By:
Name:
/s/ Thomas P. McGuinness
Thomas P. McGuinness
By:
Name:
/s/ Jack Potts
Jack Potts
By:
Name:
/s/ Anna N. Fitzgerald
Anna N. Fitzgerald
By:
Name:
/s/ J. Michael Borden
J. Michael Borden
By:
Name:
/s/ Thomas F. Meagher
Thomas F. Meagher
By:
Name:
/s/ Paula Saban
Paula Saban
Director
Director
Director
By:
Name:
/s/ William J. Wierzbicki
William J. Wierzbicki
Director
By:
Name:
/s/ Thomas F. Glavin
Thomas F. Glavin
By:
Name:
/s/ Brenda G. Gujral
Brenda G. Gujral
Director
Director
196
March 12, 2013
March 12, 2013
March 12, 2013
March 12, 2013
March 12, 2013
March 12, 2013
EXHIBIT INDEX
EXHIBIT
NO.
DESCRIPTION
3.1
3.2
4.1
4.2
10.1
10.2.1
10.2.2
10.2.3
Sixth Articles of Amendment and Restatement of Inland American Real Estate Trust, Inc. (incorporated by
reference to Exhibit 3.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 26,
2010)
Amended and Restated Bylaws of Inland American Real Estate Trust, Inc., effective as of April 1, 2008
(incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC
on April 1, 2008), as amended by the Amendment to the Amended and Restated Bylaws of Inland American
Real Estate Trust, Inc., effective as of January 20, 2009 (incorporated by reference to Exhibit 3.2 to the
Registrant’s Form 8-K, as filed by the Registrant with the SEC on January 23, 2009)
Second Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Exhibit 4.1 to the
Registrant’s Form 8-K, as filed by the Registrant with the SEC on September 23, 2010)
Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to
be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by
reference to Exhibit 4.4 to the Registrant’s Amendment No. 1 to Form S-11 Registration Statement, as filed by
the Registrant with the SEC on July 31, 2007 (file number 333-139504))
First Amended and Restated Business Management Agreement, dated as of July 30, 2007, by and between
Inland American Real Estate Trust, Inc. and Inland American Business Manager & Advisor, Inc. (incorporated
by reference to Exhibit 10.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on August 3,
2009)
Master Management Agreement, dated as of July 1, 2012, by and between Inland American Real Estate Trust,
Inc. and Inland American Apartment Management LLC (incorporated by reference to Exhibit 10.1 to the
Registrant’s Form 8-K, as filed by the Registrant with the SEC on July 6, 2012)
Master Management Agreement, dated as of July 1, 2012, by and between Inland American Real Estate
Trust, Inc. and Inland American Industrial Management LLC (incorporated by reference to Exhibit 10.2 to the
Registrant’s Form 8-K, as filed by the Registrant with the SEC on July 6, 2012)
Master Management Agreement, dated as of July 1, 2012, by and between Inland American Real Estate
Trust, Inc. and Inland American Office Management LLC (incorporated by reference to Exhibit 10.3 to the
Registrant’s Form 8-K, as filed by the Registrant with the SEC on July 6, 2012)
197
EXHIBIT
NO.
10.2.4
10.2.5
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
14.1
21.1
23.1
DESCRIPTION
Master Management Agreement, dated as of July 1, 2012, by and between Inland American Real Estate Trust,
Inc. and Inland American Retail Management LLC (incorporated by reference to Exhibit 10.4 to the Registrant's
Form 8-K, as filed by the Registrant with the SEC on July 6, 2012)
Master Management Agreement and Property Management Agreement Extension Agreement, dated as of
December 29, 2011, by and between Inland American Real Estate Trust, Inc. and Inland American Apartment
Management LLC, Inland American Industrial Management LLC, Inland American Office Management LLC
and Inland American Retail Management LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s
Form 8-K, as filed by the Registrant with the SEC on December 29, 2011)
First Amended and Restated Property Acquisition Agreement, dated as of July 30, 2007, by and between Inland
American Real Estate Trust, Inc. and Inland American Real Estate Acquisitions, Inc. (incorporated by reference
to Exhibit 10.3.1 to the Registrant’s Amendment No. 1 to Form S-11 Registration Statement, as filed by the
Registrant with the SEC on July 31, 2007 (file number 333-139504))
Form of Indemnification Agreement (previously filed and incorporated by reference to Exhibit 10.5 to the
Registrant’s Amendment No. 4 to Form S-11 Registration Statement, as filed by the Registrant with the SEC on
August 18, 2005 (file number 333-122743))
Indemnity Agreement, dated as of June 9, 2008, by Inland American Real Estate Trust, Inc. in favor of and for
the benefit of Inland Real Estate Acquisitions, Inc. (incorporated by reference to Exhibit 10.177 to the
Registrant’s Form 8-K, as filed by the Registrant with the SEC on June 13, 2008)
Amended and Restated Independent Director Stock Option Plan (incorporated by reference to Exhibit 10.1 to
the Registrant’s Form 8-K, as filed by the Registrant with the SEC on July 26, 2010)
Articles of Association of Oak Real Estate Association by and among Inland Real Estate Corporation, Inland
Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc. and Inland American Real Estate Trust, Inc.,
dated September 29, 2006 (incorporated by reference to Exhibit 10.139 to the Registrant’s Quarterly Report on
Form 10-Q, as filed by the Registrant with the SEC on November 7, 2006)
Operating Agreement of Oak Property and Casualty L.L.C. by and among Inland Real Estate Corporation,
Inland Retail Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc. and Inland American Real
Estate Trust, Inc, dated September 29, 2006 (incorporated by reference to Exhibit 10.140 to the Registrant’s
Quarterly Report on Form 10-Q, as filed by the Registrant with the SEC on November 7, 2006)
Oak Property and Casualty L.L.C. Membership Participation Agreement by and among Inland Real Estate
Corporation, Inland Retail Real Estate Trust, Inc., Inland Western Retail Real Estate Trust, Inc., Inland American
Real Estate Trust, Inc., and Oak Property and Casualty L.L.C. dated September 29, 2006 (incorporated by
reference to Exhibit 10.141 to the Registrant’s Quarterly Report on Form 10-Q, as filed by the Registrant with
the SEC on November 7, 2006)
Letter Agreement, dated May 4, 2012, from Inland American Business Manager & Advisor, Inc. to Inland
American Real Estate Trust, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report
on Form 10-Q, as filed by the Registrant with the SEC on May 7, 2012)
Code of Ethics
Subsidiaries of the Registrant*
Consent of KPMG LLP*
198
EXHIBIT
NO.
DESCRIPTION
31.1
31.2
32.1
32.2
99.1
99.2
99.3
99.4
99.5
99.6
99.7
99.8
99.9
101
*
**
Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
Certification by Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
Certification by Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
Non-Retaliation Policy (incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-11 Registration
Statement, as filed by the Registrant with the SEC on February 11, 2005 (file number 333-122743))
Responsibilities of the Compliance Officer of the Company (incorporated by reference to Exhibit 99.2 to the
Registrant’s Form S-11 Registration Statement, as filed by the Registrant with the SEC on February 11, 2005
(file number 333-122743))
First Amended and Restated Articles of Incorporation of Minto Builders (Florida), Inc. (incorporated by
reference to Exhibit 99.1 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 17,
2005)
Articles of Amendment to the First Amended and Restated Articles of Incorporation of Minto Builders
(Florida), Inc. with Respect to 3.5% Series A Cumulative Redeemable Preferred Stock (incorporated by
reference to Exhibit 99.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 17,
2005)
Second Amended and Restated Articles of Incorporation of Minto Builders (Florida), Inc. (incorporated by
reference to Exhibit 99.3 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 17,
2005)
Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Minto Builders
(Florida), Inc. with Respect to Convertible Special Voting Stock (incorporated by reference to Exhibit 99.4 to
the Registrant’s Form 8-K, as filed by the Registrant with the SEC on October 17, 2005)
Articles of Amendment to the Second Amended and Restated Articles of Incorporation of Minto Builders
(Florida), Inc. with Respect to 125 Shares of 12.5% Series B Cumulative Non-Voting Preferred Stock
(incorporated by reference to Exhibit 99.5 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC
on October 17, 2005)
Amended and Restated Share Repurchase Program, effective April 11, 2011 (incorporated by reference to
Exhibit 99.3 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on March 11, 2011), as
amended by the First Amendment to the Amended and Restated Share Repurchase Program of Inland American
Real Estate Trust, Inc., effective August 12, 2011 (incorporated by reference to Exhibit 99.2 to the Registrant’s
Form 8-K, as filed by the Registrant with the SEC on July 12, 2011),
Second Amended and Restated Share Repurchase Program, effective February 1, 2012 (incorporated by
reference to Exhibit 99.2 to the Registrant’s Form 8-K, as filed by the Registrant with the SEC on December 29,
2011)
The following financial information from our Annual Report on Form 10-K for the year ended December 31,
2011, filed with the Securities and Exchange Commission on March 8, 2012, is formatted in Extensible Business
Reporting Language (“XBRL”): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations
and Other Comprehensive Income, (iii) Consolidated Statements of Equity, (iv) Consolidated Statements of
Cash Flows (v) Notes to Consolidated Financial Statements (tagged as blocks of text).**
Filed as part of this Annual Report on Form 10-K.
The XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed “filed”
for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to
liability of that section and shall not be incorporated by reference into any filing or other document pursuant to
the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing
or document.
199
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Inland American Real Estate Trust, Inc.:
We consent to the incorporation by reference in the registration statement (No. 333-172862) on Form S-3 of Inland
American Real Estate Trust, Inc. of our report dated March 12, 2013, with respect to the consolidated balance sheets
of Inland American Real Estate Trust, Inc. as of December 31, 2012 and 2011, and the related consolidated statements
of operations and other comprehensive income, changes in equity, and cash flows for each of the years in the three-
year period ended December 31, 2012, and the related financial statement schedule III, which report appears in the
December 31, 2012 annual report on Form 10-K of Inland American Real Estate Trust, Inc. for the year ended December
31, 2012.
/s/ KPMG, LLP
Chicago, Illinois
March 12, 2013
I, Thomas P. McGuiness, certify that:
Certification of Principal Executive Officer
Exhibit 31.1
1.
I have reviewed this Annual Report on Form 10-K of Inland American Real Estate Trust, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
By:
Name:
Title:
Date:
/s/ Thomas P. McGuinness
Thomas P. McGuinness
President
March 12, 2013
I, Jack Potts, certify that:
Certification of Principal Executive Officer
Exhibit 31.2
1.
I have reviewed this Annual Report on Form 10-K of Inland American Real Estate Trust, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
By:
Name:
Title:
Date:
/s/ Jack Potts
Jack Potts
Treasurer and principal financial officer
March 12, 2013
Certification Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1
In connection with the Annual Report on Form 10-K of Inland American Real Estate Trust, Inc. (the “Company”) for the fiscal year ended
December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Thomas P. McGuinness,
president of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to the best of his knowledge:
(1)
amended; and
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: March 12, 2013
By:
/s/ Thomas P. McGuinness
Name: Thomas P. McGuinness
Title:
President
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent
required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of
1934, as amended. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Certification Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2
In connection with the Annual Report on Form 10-K of Inland American Real Estate Trust, Inc. (the “Company”) for the fiscal year ended
December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jack Potts, treasurer and
principal financial officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that, to the best of his knowledge:
(1)
amended; and
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: March 12, 2013
By:
/s/ Jack Potts
Name:
Jack Potts
Title:
Treasurer and principal financial officer
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent
required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of
1934, as amended. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
April 30, 2013
To Our Stockholders:
We are required by the terms of our governing documents to report certain information to you on
an annual basis. In particular we are required to report to you: (1) the ratio of the costs of raising capital
during the year to the capital raised; (2) the aggregate amount of fees paid to our sponsor, Inland Real
Estate Investment Corporation, and any of its affiliates including our business manager and property
managers; (3) the “total operating expenses” stated as a percentage of “average invested assets” and “net
income,” in each case as these terms are defined in our governing documents; (4) a report from our
independent directors that the policies being followed by us are in your best interest, and the basis for this
determination; and (5) full disclosure of all material terms, factors and circumstances surrounding any and
all transactions involving us, our directors, our sponsor or any of its or their affiliates during 2012.
As of December 31, 2012, we had raised approximately $7.9 billion in gross offering proceeds
from the sale of common stock in our public offerings and approximately $1.2 billion by selling shares
through our distribution reinvestment plan. As of December 31, 2012 the ratio of the costs of raising
capital to the capital raised was 10.5%. During the year ended December 31, 2012 we paid fees and
reimbursements of $97 million to our sponsor and its affiliates, including our business manager and
property managers. Our “total operating expenses” as a percentage of “average invested assets” and “net
income” were 0.65% and 15.56% respectively. Please note, these terms are defined in our charter. The
material terms, factors and circumstances surrounding any and all transactions involving us, our directors,
our sponsor or any of its or their affiliates during the last year are described in our Annual Report on
Form 10-K, under the caption “Certain Relationships and Related Transactions, and Director
Independence.”
The report of our independent directors is attached as Appendix A. This letter and the attached
report of our independent directors is provided to you as required by our governing documents and should
not be considered additional soliciting material or filed under the Securities Exchange Act of 1934. We
thank you for your support.
Respectfully Submitted,
INLAND AMERICAN REAL ESTATE TRUST, INC.
Thomas P. McGuinness
President
REPORT OF INDEPENDENT DIRECTORS
APPENDIX A
As noted in Mr. McGuinness’ letter, this report from the independent directors is part of our
commitment to our stockholders with respect to the maintenance of our Company’s policies and is in your
best interest, as well as to comment on the fairness of all transactions involving the Company during the
last fiscal year.
We met as a full board 17 times last year. Through these meetings and discussions with
management and our advisors, such as our accountants and attorneys, we were able to evaluate all of our
business policies and make determinations regarding whether acquisitions, dispositions or other strategic
courses of action were in your best interest. Each transaction or action requiring board approval must be
approved by a majority of the board, including a majority of the independent directors. Each transaction
or action reviewed by the board or a committee of the board during the preceding fiscal year was, in fact,
so approved.
During the fiscal year ended December 31, 2012, the Company made investments of
approximately $727 million. Specifically, we purchased three retail properties and an outparcel, seven
lodging properties and two student housing properties. During that time we also sold 166 properties for
the net sum of $604 million. These proceeds are to be strategically reinvested to fine tune our investment
portfolio.
All of the transactions were completed with unaffiliated third parties as a result of negotiations
conducted on an arms-length basis. For these reasons, we believe that each transaction was fair and in the
best interests of our stockholders.
As detailed in the Form 10-K, as filed with the Securities and Exchange Commission on March
13, 2013, under the caption “Related Party Transactions,” we have certain relationships with our sponsor,
Inland Real Estate Investment Corporation, and its affiliates, including our Business Manager (“Sponsor
Affiliates”). From time to time throughout the year, we receive and consider information regarding the
amount and reasonableness of fees charged to us by our Sponsor Affiliates. In July of each year, in
conjunction with our consideration involving the possible renewal of service agreements with our Sponsor
Affiliates, we formally consider the reasonableness of fees paid to those affiliates during the previous
fiscal year. In July of 2012, we considered the reasonableness of fees paid to our Sponsor Affiliates in
fiscal 2011, and with the exception of the fee paid to our Business Manager, in each instance we believe
that the fees we paid were equal to, or less than, the fees that would have resulted from dealing with an
unaffiliated third party. With regard to the fees paid to our Business Manager for fiscal 2011, we believe
that the fees were reasonable in relation to the nature and quality of services performed, in light of the
factors set forth in our charter. In July 2013, we will consider the reasonableness of the fees paid to our
Sponsor Affiliates for fiscal 2012, and for the first six months of 2013.
Respectfully submitted,
J. Michael Borden
Thomas Glavin
Thomas F. Meagher
Paula Saban
William J. Wierzbicki
InLand ameRIcan ReaL esT
a Te TRusT
, Inc.
total assets: $12.7 billion*
$2.4 billion total distributions since inception
InLand ameRIcan ReaL esT aTe TRusT , Inc.
corporate proFile
32%
retail
• $4.1 Billion in Assets
• 585 Properties
• 22.3 Million sq. ft.
• 93% Economic
Occupancy
15%
oFFice
• $1.9 Billion in Assets
• 42 Properties
• 10.2 Million sq. ft.
• 93% Economic Occupancy
12%
8%
7%
industrial
• $1.0 Billion in Assets
• 53 Properties
• 13.1 Million sq. ft.
• 97% Economic Occupancy
other/non-core assets
• $1.5 Billion in Assets
lodging
• $3.3 Billion in Assets
• 16,345 Properties
• RevPAR Increase: 5.6% in 2012
26%
multi-Family
• $0.9 Billion in Assets
• 26 Properties
• 5,311 Conventional Apartment Units
• 5,212 Student Housing Beds
• Portfolio 92% Occupied
*Based on undepreciated values
RRD6744.indd 4-6
Inland American Real Estate Trust, Inc., a diversified REIT, was formed to acquire and develop primarily
the following types of commercial real estate in the United States: retail properties, industrial/distribution
buildings, lodging facilities, multi-family, office and triple-net, single-use properties. Inland American
acquires these assets directly by purchasing the property or indirectly by purchasing interests, including
controlling interests in REITs and real estate operating companies such as real estate management or
development companies.
legal counsel
Shefsky & Froelich Ltd.
111 East Wacker Drive
Suite 2800
Chicago, IL 60601
transFer agent
DST Systems, Inc.
333 W. 11th St.
Kansas City, MO 64105
888.DST.INFO
independent auditors
memberships
KPMG LLP
303 East Wacker Drive
Chicago, IL 60601
investor relations
If you have any questions, please contact Dan Lombardo, Vice President of Investor Relations, at
630.586.6314 or by email at custserv@inland-investments.com.
F
5/7/13 11:38 AM
.
2901 Butterfield Road · Oak Brook, IL 60523
Phone: 800.826.8228
www.inlandamerican.com
caPTuRIng The RecOveRy cycLe: a FOcus On gROwTh, a cOmmITmenT TO vaLue cRea
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The companies depicted in the photographs herein may have proprietary interests in their trade names and trademarks and nothing herein shall be
considered to be an endorsement, authorization or approval of Inland American Real Estate Trust, Inc. (“Inland American”) by the companies. Further,
none of these companies are affiliated with Inland American or any other company previously sponsored by Inland Real Estate Investment Corporation
in any manner. The Inland name and logo are registered trademarks being used under license.
.
annuaL RePORT 2012
RRD6744_Cov.r3.indd 1-3
5/10/13 11:39 AM