Industrial Income Trust Inc.

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2013 Industrial Income Trust Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) (Commission File Number) 518 Seventeenth Street, 17 th Floor Denver, CO (Address of principal executive offices) (303) (Registrant s telephone number, including area code) (IRS Employer Identification No.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Explanatory Note. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Industrial Income Trust Inc. (the Company ) hereby amends the following Current Report on Form 8-K to provide the required financial information: Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC ) on September 20, 2013, to provide the required financial information relating to the Company s acquisition of the remaining interest of IIT North American Industrial Fund I Limited Partnership, as described in that Current Report. Item Financial Statements and Exhibits. (a) and (b) Financial Statements of Real Estate Property Acquired and Pro Forma Financial Information The financial statements and pro forma financial information required by Item 9.01(a) and (b) are filed herewith as exhibits under Item 9.01(d) and such exhibits are incorporated herein by reference. (d) Exhibit Number Exhibits 99.1 Financial Statements of Real Estate Property Acquired: 2 Description IIT North American Industrial Fund I Limited Partnership: Independent Auditors Report Statements of Revenues and Certain Expenses for the Six Months Ended June 30, 2013 (unaudited) and for the Year Ended December 31, 2012 Notes to Statements of Revenues and Certain Expenses for the Six Months Ended June 30, 2013 (unaudited) and for the Year Ended December 31, Pro Forma Financial Information Industrial Income Trust Inc.: Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2013 (unaudited) Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2012 (unaudited) Notes to the Pro Forma Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2013 (unaudited) and for the Year Ended December 31, 2012 (unaudited)

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 3 INDUSTRIAL INCOME TRUST INC. November 25, 2013 By: /s/ THOMAS G. MCGONAGLE Name: Thomas G. McGonagle Title: Chief Financial Officer and Treasurer

4 EXHIBIT INDEX Exhibit Number 99.1 Financial Statements of Real Estate Property Acquired: 4 Description IIT North American Industrial Fund I Limited Partnership: Independent Auditors Report Statements of Revenues and Certain Expenses for the Six Months Ended June 30, 2013 (unaudited) and for the Year Ended December 31, 2012 Notes to Statements of Revenues and Certain Expenses for the Six Months Ended June 30, 2013 (unaudited) and for the Year Ended December 31, Pro Forma Financial Information Industrial Income Trust Inc.: Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2013 (unaudited) Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2012 (unaudited) Notes to the Pro Forma Condensed Consolidated Statements of Operations for the Nine Months Ended September 30, 2013 (unaudited) and for the Year Ended December 31, 2012 (unaudited)

5 Exhibit 99.1 INDEPENDENT AUDITORS REPORT The Board of Directors and Stockholders Industrial Income Trust Inc.: We have audited the accompanying statement of revenue and certain expenses of IIT North American Industrial Fund I Limited Partnership for the year ended December 31, 2012, and the related notes to the financial statement. Management s Responsibility for the Statement of Revenue and Certain Expenses Management is responsible for the presentation of the statement of revenue and certain expenses in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the statement of revenue and certain expenses that is free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on the statement of revenue and certain expenses based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenue and certain expenses is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the statement of revenue and certain expenses. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the statement of revenue and certain expenses, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the statement of revenue and certain expenses in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the statement of revenue and certain expenses. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the statement of revenue and certain expenses referred to above presents fairly, in all material respects, the revenue and certain expenses described in Note 1 to the financial statement of IIT North American Industrial Fund I Limited Partnership for the year ended December 31, 2012, in accordance with U.S. generally accepted accounting principles. Emphasis of Matter We draw attention to Note 1 to the financial statement, which describes that the accompanying statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation of the revenues and expenses of IIT North American Industrial Fund I Limited Partnership. Our opinion is not modified with respect to this matter. Denver, Colorado November 25, 2013 /s/ KPMG LLP

6 (dollars in thousands) IIT NORTH AMERICAN INDUSTRIAL FUND I LIMITED PARTNERSHIP STATEMENTS OF REVENUES AND CERTAIN EXPENSES The accompanying notes are an integral part of these financial statements. 1 For the Six Months Ended June 30, 2013 (unaudited) For the Year Ended December 31, 2012 Revenues: Rental revenue $ 10,227 $ 20,164 Reimbursement and other revenue 2,885 7,218 Total revenues 13,112 27,382 Certain expenses: Real estate taxes 2,357 4,432 Operating expenses 1,039 1,808 Insurance Management fees 1,403 2,388 Interest expense 3,402 6,639 Total certain expenses 8,627 16,102 Excess of revenues over certain expenses $ 4,485 $ 11,280

7 IIT NORTH AMERICAN INDUSTRIAL FUND I LIMITED PARTNERSHIP NOTES TO STATEMENTS OF REVENUE AND CERTAIN EXPENSES FOR THE SIX MONTHS ENDED JUNE 30, 2013 (UNAUDITED) AND FOR THE YEAR ENDED DECEMBER 31, Basis of Presentation On September 17, 2013, Industrial Income Trust Inc. (the Company ), through a wholly owned subsidiary, acquired its joint venture partner s interest in the IIT North American Industrial Fund I Limited Partnership (the Fund I Partnership ). As a result of this transaction, the Company owns 100% of the Fund I Partnership, which had acquired 31 industrial buildings aggregating approximately 7.2 million square feet as of the date of acquisition. The accompanying statements of revenue and certain expenses relate to the Fund I Partnership and have been prepared pursuant to Rule 3-14 of Regulation S-X of the Securities and Exchange Commission, promulgated under the Securities Act of 1933, as amended. Accordingly, the statements are not representative of the Fund I Partnership s entire operations for the periods presented as certain items are excluded. Such items include depreciation and amortization, amortization of above- and below-market leases, and other administrative costs not directly related to the future operations of the Fund I Partnership. Management is not aware of any material factors relating to the Fund I Partnership, other than those already described above, that would cause the reported financial information included herein to not be necessarily indicative of future operating results. The unaudited interim statement of revenue and certain expenses for the six months ended June 30, 2013 was prepared on the same basis as the statement of revenue and certain expenses for the year ended December 31, 2012 and reflects all adjustments, consisting of only normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of the interim period. The results of the interim period are not necessarily indicative of the expected results for the entire fiscal year. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition Rental revenue is recognized on a straight-line basis over the terms of the respective lease agreements. 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 a component of straight-line rent. The straight-line rent adjustment for minimum rents increased base contractual rental revenue by approximately $1.9 million (unaudited) and $1.3 million for the six months ended June 30, 2013 and for the year ended December 31, 2012, respectively. Tenant recoveries related to reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue and recorded on a gross basis in tenant reimbursements and other revenues in the period the applicable expenses are incurred. Lease termination fee revenue is recognized if there is a signed termination letter agreement, all of the conditions of the agreement have been met, and the customer is no longer occupying the property. Lease termination fee revenue of approximately $0.1 million (unaudited) and $0.7 million is included in the tenant reimbursements and other revenue for the six months ended June 30, 2013 and for the year ended December 31, 2012, respectively. 2

8 3. Minimum Future Lease Rentals Future minimum base rental payments, which equal the cash basis of monthly contractual rent, owed to the Company from its customers under the terms of non-cancelable operating leases in effect as of December 31, 2012, excluding rental revenues from the potential renewal or replacement of existing future leases and from customer reimbursement revenue, were as follows for the next five years and thereafter: (dollars in thousands) Amount 2013 $ 17, , , , ,539 Thereafter 46,353 Total $112, Tenant Concentrations As of June 30, 2013 and December 31, 2012, the Fund I Partnership was 91% leased to 35 tenants and 80% leased to 32 tenants, respectively. For the six months ended June 30, 2013 and for the year ended December 31, 2012, Harbor Freight Tools represented approximately 16.0% (unaudited) and 12.6%, respectively, and Minka Lighting, Inc. represented approximately 12.9% (unaudited) and 10.9%, respectively, of the Fund I Partnership s total revenue. 5. Related Party Transactions Pursuant to the limited partnership agreement, the Fund I Partnership relied on IIT North American Industrial Fund I GP LLC (the General Partner ), a related party, to manage the Fund I Partnership s day-to-day operations. For the six months ended June 30, 2013 and the year ended December 31, 2012, the Fund I Partnership paid to the General Partner or its affiliates approximately $1.2 million (unaudited) and $1.8 million, respectively, in fees for providing asset management services. These asset management fees are included in management fees in the statements of revenue and certain expenses. 6. Subsequent Events The Company has evaluated subsequent events through November 25, 2013, the date the financial statements were available to be issued. 3

9 Exhibit 99.2 INDUSTRIAL INCOME TRUST INC. PRO FORMA FINANCIAL INFORMATION (Unaudited) The following pro forma condensed consolidated financial statements have been prepared to provide pro forma information with regard to real estate acquisitions and financing transactions, as applicable. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with Industrial Income Trust Inc. s (the Company ) Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission (the SEC ) on March 6, 2013, and the Company s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed with the SEC on November 13, The accompanying unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2013 and for the year ended December 31, 2012, combine the Company s historical operations with the purchase of each of the real property and financing transactions described below, as if those transactions had occurred on January 1, On March 28, 2012, the Company acquired a 100% fee interest in 11 industrial buildings, aggregating approximately 3.5 million square feet on acres, located in the submarkets of Plainfeld, Indiana and Lehigh Valley, Pennsylvania (collectively, the IN/PA Industrial Portfolio ). The total aggregate purchase price was approximately $137.3 million, exclusive of transfer taxes, due diligence expenses, and other closing costs. The Company funded the acquisition using proceeds from its initial public offering. On May 10, 2012, the Company acquired a 100% fee interest in two industrial buildings aggregating approximately 1.6 million square feet on 96.4 acres. The buildings are located in Phoenix, Arizona (collectively, the Cactus Distribution Centers ). The total aggregate purchase price was approximately $131.7 million, exclusive of transfer taxes, due diligence expenses, and other closing costs. The Company funded the acquisition using proceeds from its public offerings. On December 5, 2012, the Company acquired a 100% fee interest in 12 industrial buildings aggregating approximately 3.7 million square feet on acres (collectively, the National Distribution Portfolio ). The buildings are located in the markets of Atlanta, Georgia; Chicago, Illinois; Fort Lauderdale, Florida; and Memphis, Tennessee. The total aggregate purchase price was approximately $180.0 million, exclusive of transfer taxes, due diligence expenses, and other closing costs. The Company funded the acquisition using proceeds from its public offerings. On September 17, 2013, the Company acquired its joint venture partner s 49% interest in the IIT North American Industrial Fund I Limited Partnership, which included 31 industrial buildings aggregating approximately 7.2 million square feet (collectively, the Fund I Partnership ). The buildings are located in the markets of Portland, Oregon; San Francisco, California; Southern California; Phoenix, Arizona; Dallas, Texas; Chicago, Illinois; and Baltimore, Maryland. The total aggregate purchase price was approximately $129.6 million and the Company assumed the Fund I Partnership s debt in the amount of approximately $241.3 million. The Company entered into the following financing transactions prior to September 30, 2013, and these transactions are included in the Company s historical condensed consolidated unaudited balance sheet as of September 30, 2013: $82.4 million mortgage note payable secured by the IN/PA Industrial Portfolio on May 24, 2012; $76.6 million mortgage note payable secured by the Cactus Distribution Centers that closed on July 11, 2012; $105.0 million mortgage note payable secured by 11 of the 12 buildings in the National Distribution Portfolio that closed on December 27, 2012; $125.2 million line of credit secured by 18 of the 31 buildings in the Fund I Partnership that was assumed on September 17, 2013; and $116.1 million mortgage note payable secured by 12 of the 31 buildings in the Fund I Partnership that was assumed on September 17, The unaudited pro forma condensed consolidated statements of operations have been prepared by the Company s management based upon the Company s historical financial statements, certain historical financial information of the acquired properties, and certain purchase accounting entries of the acquired properties. These pro forma statements may not be indicative of the results that actually would have occurred if these transactions had been in effect on the dates indicated, nor do they purport to represent our future financial results. The accompanying unaudited pro forma condensed consolidated statements of operations do not contemplate certain amounts that are not readily determinable, such as additional general and administrative expenses that are probable, or interest income that would be earned on cash balances. 1

10 INDUSTRIAL INCOME TRUST INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (Unaudited) (in thousands, except per share data) Company Historical (1) The accompanying notes are an integral part of this pro forma condensed consolidated financial statement. 2 Acquisitions Pro Forma Adjustments Consolidated Pro Forma Revenues: Rental revenues $ 171,654 $ 21,414 (2) $ 179 (4) $ 193,247 Total revenues 171,654 21, ,247 Operating expenses: Rental expenses 43,641 5,053 (3) 48,694 Real estate-related depreciation and amortization 84,909 11,796 (5) 96,705 General and administrative expenses 5,114 5,114 Asset management fees, related party 15,831 2,578 (6) 18,409 Acquisition-related expenses, related party 10,961 (2,514)(7) 8,447 Acquisition-related expenses 12,315 (7) 12,315 Total operating expenses 172,771 5,053 11, ,684 Operating income (loss) (1,117) 16,361 (11,681) 3,563 Other income (expenses): Equity in loss of unconsolidated joint venture (2,805) 2,684 (8) (121) Interest expense and other (35,526) (6,032)(9) (41,558) Gain on acquisition of joint venture 26,481 (26,481)(8) Incentive fee from acquisition of joint venture 1,985 (1,985)(8) Total other income (expenses) (9,865) (6,032) (25,782) (41,679) Net income (loss) (10,982) 10,329 (37,463) (38,116) Net income (loss) attributable to noncontrolling interests Net income (loss) attributable to common stockholders $ (10,982) $ 10,329 $ (37,463) $ (38,116) Weighted-average shares outstanding 170, ,982 (10) Net loss per common share basic and diluted $ (0.06) $ (0.18)

11 INDUSTRIAL INCOME TRUST INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2012 (Unaudited) (in thousands, except per share data) Company Historical (1) The accompanying notes are an integral part of this pro forma condensed consolidated financial statement. 3 Acquisitions Pro Forma Adjustments Consolidated Pro Forma Revenues: Rental revenues $ 127,893 $ 53,101 (2) $ (819)(4) $ 180,175 Total revenues 127,893 53,101 (819) 180,175 Operating expenses: Rental expenses 30,674 10,952 (3) 41,626 Real estate-related depreciation and amortization 60,479 27,669 (5) 88,148 General and administrative expenses 5,699 5,699 Asset management fees, related party 11,918 5,721 (6) 17,639 Acquisition-related expenses, related party 12,715 (4,489)(7) 8,226 Acquisition-related expenses 9,186 (1,588)(7) 7,598 Total operating expenses 130,671 10,952 27, ,936 Operating income (loss) (2,778) 42,149 (28,132) 11,239 Other income (expenses): Equity in loss of unconsolidated joint venture (2,944) 2,944 (8) Interest expense and other (29,021) (8,601)(9) (6,406)(9) (44,028) Loss on early extinguishment of debt (837) (837) Total other income (expenses) (32,802) (8,601) (3,462) (44,865) Net income (loss) (35,580) 33,548 (31,594) (33,626) Net income (loss) attributable to noncontrolling interests Net income (loss) attributable to common stockholders $ (35,580) $ 33,548 $ (31,594) $ (33,626) Weighted-average shares outstanding 102, ,982 (10) Net loss per common share basic and diluted $ (0.35) $ (0.16)

12 INDUSTRIAL INCOME TRUST INC. NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND FOR THE YEAR ENDED DECEMBER 31, 2012 (Unaudited) (1) Reflects the Company s historical condensed consolidated statement of operations for the nine months ended September 30, 2013 and for the year ended December 31, Refer to the Company s historical condensed consolidated financial statements and notes thereto included in the Company s Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2013 and the Company s Annual Report on Form 10-K, filed with the SEC on March 6, (2) The table below sets forth the incremental impact of rental revenue of the properties acquired by the Company based on the historical operations of such properties for the periods prior to acquisition. The incremental rental revenue is determined based on the acquired property s historical rental revenue and the purchase accounting entries and includes: (i) the incremental base rent adjustments calculated based on the terms of the acquired leases and presented on a straight-line basis and (ii) the incremental reimbursement and other revenue adjustments, which consist primarily of rental expense recoveries, and are determined based on the acquired customer s historical reimbursement and other revenue. The incremental straight-line rent adjustment resulted in an increase to rental revenue of approximately $1.9 million for the nine months ended September 30, 2013 (unaudited) and $5.4 million for the year ended December 31, For the Nine Months Ended September 30, 2013 Incremental Rental Revenue Incremental Reimbursement Revenue Incremental Rental Revenue For the Year Ended December 31, 2012 Incremental Reimbursement Revenue (dollars in thousands) IN/PA Industrial Portfolio $ $ $ 3,176 $ 323 Cactus Distribution Centers 2,785 1,353 National Distribution Portfolio 11,636 2,611 Fund I Partnership 17,250 4,164 23,999 7,218 Total $ 17,250 $ 4,164 $ 41,596 $ 11,505 (3) The table below sets forth the incremental impact of rental expense of the properties acquired by the Company based on the historical operations of such properties for the periods prior to acquisition. The incremental rental expense adjustment is determined based on the acquired property s historical operating expenses, insurance expense, and property management fees. For the Nine Months Ended September 30, 2013 Incremental Incremental Rental Real Estate Expense Taxes For the Year Ended December 31, 2012 Incremental Rental Expense Incremental Real Estate Taxes (dollars in thousands) IN/PA Industrial Portfolio $ $ $ 299 $ 544 Cactus Distribution Centers National Distribution Portfolio 1,709 1,582 Fund I Partnership 1,603 3,450 1,808 4,432 Total $ 1,603 $ 3,450 $ 3,928 $ 7,024 (4) The table below sets forth the incremental impact of rental revenue of the properties acquired by the Company, which includes the adjustments to reflect rents at market, as determined in purchase accounting, that consists of above-market lease assets, which are amortized over the remaining lease term, and below-market lease liabilities, which are amortized over the remaining lease term, plus any below-market fixed-rate renewal option periods. 4 Incremental Amortization of (Above) Below Lease Intangibles, net For the Nine Months Ended September 30, 2013 For the Year Ended December 31, 2012 (dollars in thousands) IN/PA Industrial Portfolio $ $ 35 Cactus Distribution Centers (140) National Distribution Portfolio (957) Fund I Partnership Total $ 179 $ (819)

13 (5) The following table sets forth the incremental depreciation and amortization expense of the properties acquired by the Company. Pursuant to the purchase price allocations, the amounts allocated to buildings are depreciated on a straight-line basis over a period of 20 to 40 years and the amounts allocated to intangible in-place lease assets will be amortized on a straight-line basis over the lease term. For the Nine Months Ended September 30, 2013 Incremental Depreciation and Amortization Expense For the Year Ended December 31, 2012 (dollars in thousands) IN/PA Industrial Portfolio $ $ 1,838 Cactus Distribution Centers 1,368 National Distribution Portfolio 8,503 Fund I Partnership 11,796 15,960 Total $ 11,796 $ 27,669 (6) Asset management fees were calculated as though the properties acquired by the Company during 2013 and 2012 had been managed by Industrial Income Advisors, LLC the Company s Advisor, since January 1, The asset management fee consists of a monthly fee of one-twelfth of 0.80% of the aggregate cost (including debt, whether borrowed or assumed), before non-cash reserves and depreciation, of each real property asset within the Company s portfolio. (7) The acquisition costs incurred by the Company related to these property acquisitions have been excluded from the presentation of the pro forma statement of operations, as these costs were directly attributable to property acquisition transactions and are not recurring in nature. The following table sets forth the impact of acquisition-related expenses of the properties acquired by the Company: For the Nine Months Ended September 30, 2013 Acquisition- Related Expenses, Acquisition- Related Related Party Expenses Acquisition- Related Expenses, Related Party For the Year Ended December 31, 2012 Acquisition- Related Expenses (dollars in thousands) IN/PA Industrial Portfolio $ $ $ (1,373) $ (1,084) Cactus Distribution Centers (1,316) (120) National Distribution Portfolio (1,800) (384) Fund I Partnership (2,514) Total $ (2,514) $ $ (4,489) $ (1,588) (8) The amount of equity in loss of unconsolidated joint venture that was directly attributable to the Fund I Partnership was excluded from the presentation of the pro forma statements of operations, as it is not recurring in nature. In addition, the gain on acquisition of joint venture and incentive fee from acquisition of joint venture were both directly attributable to the Fund I Partnership acquisition transaction and were excluded from the presentation of the pro forma statements of operations, as they are also not recurring in nature. (9) The following table sets forth the incremental interest expense calculated based on the actual terms of the secured line of credit and mortgage notes payable incurred in conjunction with each acquisition as if these financings were outstanding as of January 1, 2012: Interest Rate Amount Financed Estimated Incremental Interest Expense For the Nine Months Ended September 30, 2013 For the Year Ended December 31, 2012 (dollars in thousands) Issued / Assumed Date Maturity Date IN/PA Industrial Portfolio May 24, 2012 July 1, % $ 82,350 $ $ 1,371 Cactus Distribution Centers July 11, 2012 August 1, % 76,616 1,655 National Distribution Portfolio December 27, 2012 February 1, % 105,000 3,380 Fund I Partnership September 17, 2013 November 1, % 125,225 2,573 3,669 Fund I Partnership September 17, 2013 September 1, % 116,055 3,459 4,932 Total $505,246 $ 6,032 $ 15,007 (10) The pro forma weighted average shares of common stock outstanding for the nine months ended September 30, 2013 and for the year ended December 31, 2012 were calculated to reflect all shares sold through October 31, 2013 as if they had been issued on January 1,