8-K 1 jan8k.htm Item 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report: January 11, 2002
(Date of earliest event reported)


Inland Retail Real Estate Trust, Inc.
(Exact name of registrant as specified in the charter)

Maryland

000-30413

36-4246655

(State or other jurisdiction of incorporation)

(Commission File No.)

(IRS Employer Identification No.)



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


(630) 218-8000
(Registrant's telephone number including area code)


Not Applicable
(Former name or former address, if changed since last report)

 

This filing includes all properties purchased to date, which were not previously reported under the Securities Exchange Act of 1934. Further information regarding the following properties may be found in our prospectus dated February 1, 2001 and the supplements thereto.

Item 2. Acquisition or Disposition of Assets

Sarasota Pavilion, Sarasota, Florida

We were considering acquiring eight properties from Thomas Enterprises, Inc., an unaffiliated third party. In accordance with the purchase agreement, these properties must be acquired in a specified order and within a specified time frame. As of January 25, 2002, we have acquired six of the eight properties identified. At any time, we may terminate the agreement before the last of the eight properties is acquired. Each of the properties we are buying from Thomas individually meets our acquisition criteria. The purchase of each property is contingent upon our receipt of satisfactory appraisal, environmental, engineering and other due diligence information.

On January 25, 002, a limited liability company, we formed purchased an existing shopping center known as Sarasota Pavilion containing 324,152 gross leasable square feet. The center is located at U.S. Hwy. 41 and Stickney Point Road, Sarasota, Florida.

We purchased Sarasota Pavilion Shopping Center from Thomas Enterprises, Inc., an unaffiliated third party. Our total acquisition cost, including expenses, was approximately $41,942,000. This amount may increase by additional costs, which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost is expected to be approximately $129 per square foot of leasable space.

We purchased this property with our own funds and the proceeds of an assumed loan from South Trust Bank. We formed the limited liability company with Inland Real Estate Investment Corporation ("IREIC"), an affiliate of our Advisor as an additional member in order to satisfy certain requirements of our lender. This requirement resulted in IREIC holding a controlling interest, however we retain all economic burdens and benefits of ownership of the property. IREIC will guaranty this loan. As consideration for IREIC's guaranty of the loan, we will pay IREIC an annual fee equal to 1/8% of the outstanding loan balance, to be paid monthly. The loan, in the principal amount of $28,875,000, requires interest only payments at a rate of 185 points over LIBOR for the first six months. The loan matures on July 25, 2002. The loan may be extended for an additional six months at a rate of 175 points over LIBOR. We intend to refinance the loan with more permanent financing before the initial maturity date. This structure provided us with the ability to close the transaction quickly and provided us with a lower cost of capital than we might have otherwise obtained for the transaction.

In evaluating this property as a potential acquisition and determining the appropriate amount of consideration to be paid for the property, we considered a variety of factors including overall valuation of net rental income, location, demographics, tenant mix, quality of tenants, length of leases, price per square foot, occupancy and the fact that overall rental rates at the shopping center are comparable to market rates. We believe that this property is well located, has acceptable roadway access, attracts high-quality tenants, is well maintained and has been professionally managed. This property will be subject to competition from similar shopping centers within its market area, and its economic performance could be affected by changes in local economic conditions. We did not consider any other factors materially relevant to the decision to acquire this property.

We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.

Sarasota Pavilion Shopping Center was built in 1999. It is comprised of four single story, multi-tenant buildings. As of January 2, 2002, this property was approximately 98% leased.

Three tenants, Publix (a grocery store), Stein Mart (a discount clothing store) and Bed, Bath & Beyond (a better quality domestics merchandise and home furnishing store), each lease more than 10% of the total gross leasable area of the property. These leases with these tenants require the tenant to pay base annual rent on a monthly basis as follows:

     

Base Rent

   
 

Approximate

 

Per Square

   
 

GLA Leased

% of Total

Foot Per

Lease

Term

Lessee

(Sq. Ft.)

GLA

Annum ($)

Beginning

To

           

Publix

51,420

16%

9.10

01/00

12/20

           

Stein Mart

37,505

12%

5.20

08/99

08/04

           

Bed Bath &   Beyond

40,000

12%

12.82

09/99

01/15

For federal income tax purposes, the depreciable basis in this property will be approximately $30,000,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.

 

As of January 2, 2002, a total of 318,673 square feet was leased to 29 tenants at this property. The following table sets forth certain information with respect to those leases:

 

Approximate

GLA Leased

 

Renewal

Current Annual

Base Rent Per Square Foot

Lessee

(Sq. Ft.)

Lease Ends

Options

Rent ($)

Per Annum ($)

           

Stein Mart

37,505

08/04

4/5 yr.

195,026

5.20

Cleaners

1,095

01/05

-

13,140

12.00

Clothestime

3,600

06/05

1/5 yr.

66,600

18.50

S & K Menswear

4,000

01/06

2/5 yr,

74,000

18.50

Hallmark

3,500

02/06

3/5 yr.

57,750

16.50

Siesta Nutrition

1,507

03/06

2/5 yr.

35,415

23.50

Hair Salon

2,000

03/06

2/5 yr.

44,000

22.00

Cute Nails

1,213

03/06

2/5 yr.

26,686

22.00

West Coast Wireless

1,149

04/06

2/5 yr.

25,278

22.00

Supercuts

1,219

06/06

2/5 yr.

28,037

23.00

National Weight Loss

1,500

07/06

2/5 yr.

21,000

14.00

Radio Shack

2,500

01/07

2/5 yr.

42,500

17.00

Skateboards

1,484

01/07

2/5 yr.

25,970

17.50

Michaels

23,512

02/09

4/5 yr.

270,250

11.50

Old Navy

25,000

01/10

1/5 yr.

250,000

10.00

Century Bank

2,208

02/10

2/5 yr.

42,990

19.48

Eye Master/Vision   works

3,500

05/10

2/5 yr.

73,500

21.00

Hooters

3,500

06/10

4/5 yr.

82,250

23.50

Supermarket of   Shoes

9,400

08/10

2/5 yr,

188,000

20.00

Books a Million

22,540

01/11

2/5 yr.

253,575

11.25

Bank of America *

 

02/11

-

18,000

-

Fashion Bug

8,000

08/11

2/5 yr.

96,000

12.00

Panera Bread

4,270

09/11

3/5 yr.

85,400

20.00

Suntrust *

 

10/11

1/5 yr.

71,691

-

Ross Store

30,280

01/12

4/5 yr.

343,678

11.35

Marshalls

27,842

01/13

2/5 yr.

208,825

7.50

The Avenue

4,929

01/14

4/5 yr.

83,793

17.00

Bed Bath & Beyond

40,000

01/15

4/5 yr.

513,000

12.83

Publix

51,420

01/20

6/5 yr.

467,922

9.10

Vacant

5,479

       
           

* ground lease

In general, each tenant pays its proportionate share of real estate taxes, insurance and common area maintenance costs, although the leases with some tenants provide that the tenant's liability for such expenses is limited in some way, usually so that their liability for such expenses does not exceed a specified amount.

In addition, with respect to all the properties acquired and those to be acquired from Thomas Enterprises, the seller established a $6,000,000 escrow that we can draw against in the event any tenant stops paying rent for any reason. This escrow will remain in place for a period of three years.

The following table sets forth lease expirations for this property for the next ten years, assuming that no renewal options are exercised:

Year Ending

Number of Leases

Approx. GLA of Expiring Leases

Annual Base Rent of Expiring Leases

Total Annual Base Rent

Average Base Rent Per Square Foot Under Expiring Leases

Percent of Total Building GLA Represented By Expiring Leases

Percent of Annual Base Rent Represented By Expiring Leases

December 31,

Expiring

(Sq. Ft.)

    ($)    

    ($)    

($)

    (%)   

   (%)   

               

2002

-

-

-

3,704,404

-

-

-

2003

-

-

-

3,704,404

-

-

-

2004

1

37,505

195,026

3,705,499

5.20

11.57

5.26

2005

2

4,695

81,930

3,511,568

17.45

1.45

2.33

2006

8

16,088

312,166

3,453,426

19.40

4.96

9.04

2007

2

3,984

68,470

3,176,070

17.19

1.23

2.16

2008

-

-

-

3,122,740

-

-

-

2009

1

23,512

276,266

3,141,590

11.75

7.25

8.79

2010

5

43,608

654,650

2,865,324

15.01

13.45

22.85

2011

5

34,810

559,476

2,239,274

16.07

10.74

24.98

For purposes of the above table, the "total annual base rent" column represents annualized base rent. For purposes of this column, we made no assumptions regarding the re-leasing of expiring leases. Therefore, as each lease expires, no amount is included in this column for any subsequent year for that lease. In view of the assumption made with regard to total annual base rent, the percent of annual base rent represented by expiring leases may not be reflective of the expected actual percentages. This is not indicative of or a prediction of future actual results. It is the opinion of our management that the space for expiring leases will be re-leased at market rates existing at the time of the expiration of those leases.

We received an appraisal, which states that it was prepared in conformity with the Uniform Standards of Professional Practice of the Appraisal Institute by an independent appraiser who is a member of the Appraisal Institute. The appraisal reported an "as is" market value for Sarasota Pavilion, as of December 24, 2001, of $42,000,000. Appraisals are estimates of value and should not be relied on as a measure of true worth or realizable value.

 

Item 5. Other Items

Turkey Creek - Phase I, Knoxville, Tennessee

On January 11, 2002, a limited liability company we formed purchased an existing shopping center known as Turkey Creek Pavilion Phase I containing a total of 187,812 gross leasable square feet. The center is located at 300 Village Green Circle, Knoxville, Tennessee.

We purchased Turkey Creek Pavilion Shopping Center from Thomas Enterprises, Inc., an unaffiliated third party. Our current acquisition cost, including expenses, was approximately $21,635,000. The purchase price was adjusted at the time of closing for space unoccupied with the tenant not yet paying full rent. We will pay the balance of the purchase price of approximately $440,000 as the tenant begins paying rent. The seller has eighteen months from the date of closing to receive the balance of the purchase price. We may incur additional costs, which have not yet been finally determined. We expect any additional costs to be insignificant. Our total acquisition cost is expected to be approximately $117 per square foot of leasable space.

We purchased this property with our own funds and the proceeds of an assumed loan from Columbus Bank and Trust. The loan, in the principal amount of $13,200,000, requires interest only payments at a rate of prime plus 1/4 point. The loan matures July 11, 2002. We intend to refinance the loan with more permanent financing before the maturity date.

Universal Plaza, Lauderhill, Florida

This property, which originally consisted of 18.48 acres, has been reconfigured and redeveloped. Approximately 13.68 acres of the original property was sold by the seller to Target Corporation for the construction of a new 184,000 square foot Super Target Store. The balance of the acreage, approximately 4.8 acres has been redeveloped as a shopping center known as Universal Plaza, containing 49,816 gross leasable square feet. The site is located on the southwest corner of University Drive and Commercial Boulevard.

On January 31, 2002, we purchased Universal Plaza from an unaffiliated third party. Our total acquisition cost, including expenses, was approximately $9,000,000. This amount may increase by additional costs, which have not yet been finally determined. We expect any of such other additional costs to be insignificant. Our acquisition cost is approximately $180 per square foot of leasable space.

Logger Head Junction, Holmes Beach, Florida

On February 1, 2002, we purchased an existing office center known as Logger Head Junction containing 4,712 gross leasable square feet. The center is located at 501-503 Manatee Avenue, Holmes Beach, Florida.

We purchased Logger Head Junction from an unaffiliated third party. Our total acquisition cost, including expenses, was approximately $660,000, which included the cost of a new roof for approximately 2,300 square feet. This amount may increase by additional costs, which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost is approximately $140 per square foot of leasable space.

 

Item 7. Financial Statements and Exhibits.

Index to Financial Statements

Inland Retail Real Estate Trust, Inc.:

Page

   

Consolidated Financial Statements (unaudited) at and for the nine months ended
  September 30, 2001

F- 1

   

Notes to Consolidated Financial Statements (unaudited) at and for the nine months ended
  September 30, 2001

F- 7

   

Pro Forma Consolidated Balance Sheet (unaudited) at September 30, 2001

F-23

   

Notes to Pro Forma Consolidated Balance Sheet (unaudited) at September 30, 2001

F-25

   

Pro Forma Consolidated Statement of Operations (unaudited) for the nine months ended   September 30, 2001

F-28

   

Notes to Pro Forma Consolidated Statement of Operations (unaudited) for the nine months   ended September 30, 2001

F-30

   

Pro Forma Consolidated Statement of Operations (unaudited) for the year
  ended December 31, 2000

F-34

   

Notes to Pro Forma Consolidated Statement of Operations (unaudited) for the year ended   December 31, 2000

F-36

   

Anderson Central:

 
   

Independent Auditors' Report

F-49

Historical Summary of Gross Income and Direct Operating Expenses for the year ended   December 31, 2000

F-50

   

Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year   ended December 31, 2000

F-51

Abernathy Square:

 
   

Independent Auditors' Report

F-53

Historical Summary of Gross Income and Direct Operating Expenses for the year ended   December 31, 2000

F-54

   

Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year   ended December 31, 2000

F-55

 

 

The Thomas Properties:

 
   

Independent Auditors' Report

F-57

Combined Historical Summary of Gross Income and Direct Operating Expenses for the year   ended December 31, 2000

F-58

   

Notes to the Combined Historical Summary of Gross Income and Direct Operating Expenses   for the year ended December 31, 2000

F-59

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INLAND RETAIL REAL ESTATE TRUST, INC.

By: /s/ Barry L. Lazarus

Name: Barry L. Lazarus

Title: President, Chief Operating Officer, Treasurer, Chief Financial Officer

Date: February 1, 2002

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Consolidated Balance Sheets

September 30, 2001 and December 31, 2000
(unaudited)


Assets

   

September 30,

 

December 31,

   

    2001    

 

    2000     

Investment properties:

  Land

$

78,772,517 

$

46,628,264 

  Land held for development

 

959,257 

 

957,802 

  Construction in progress

 

1,540,543 

 

--  

  Building and site improvements

 

    247,636,831 

 

    144,289,027 

328,909,148 

191,875,093 

  Less accumulated depreciation

   (11,501,098) 

      (5,811,071)

Net investment properties

 

317,408,050 

 

186,064,022 

         

Mortgage receivable

 

1,100,000 

 

1,100,000 

Investment in joint ventures

 

2,860,000 

 

-- 

Cash and cash equivalents

 

59,039,188 

 

24,664,511 

Restricted cash

 

912,676 

 

864,271 

Investment in securities

 

5,155,687 

 

1,537,467 

Accounts and rents receivable, (net of allowance of $505,795   and $273,581 as of September 30, 2001 and December 31,   2000, respectively)

 

3,448,753 

 

2,747,257 

Real estate tax and insurance escrow deposits

 

751,748 

 

134,167 

Loan fees (net of accumulated amortization of $315,475 and   $177,194 as of September 30, 2001 and December 31, 2000,   respectively)

 

1,590,098 

 

518,930 

Leasing fees (net of accumulated amortization of $35,301   and $17,246 as of September 30, 2001 and December 31,   2000, respectively)

 

113,396 

 

61,394 

Deferred acquisition costs

 

305,125 

 

330,876 

Other assets

 

           197,889 

 

           165,018 

Total assets

$

392,882,610 

$

218,187,913 

==========

==========






See accompanying notes to consolidated financial statements.

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Consolidated Balance Sheets
(continued)

September 30, 2001 and December 31, 2000
(unaudited)

Liabilities and Stockholders' Equity

   

September 30,

 

December 31,

   

           2001             

 

         2000        

Liabilities:

       

  Accounts payable

$

597,626 

$

80,230 

  Accrued offering costs due to affiliates

 

467,135 

 

227,589 

  Accrued offering costs due to non-affiliates

 

91,901 

 

54,548 

  Accrued interest payable to non-affiliates

 

616,834 

 

629,208 

  Accrued real estate taxes payable

 

2,168,604 

 

--  

  Distributions payable

 

1,734,021 

 

848,217 

  Security deposits

 

474,652 

 

313,925 

  Mortgages payable

 

158,038,939 

 

108,399,911 

  Unearned income

 

475,413 

 

359,618 

  Other liabilities

 

3,477,359 

 

1,323,098 

  Due to affiliates

 

                  227,201 

 

           169,933 

         

  Total liabilities

 

           168,369,685 

 

    112,406,277 

         

Minority interest in partnership

 

2,000 

 

2,000 

         

Stockholders' Equity:

       

  Preferred Stock, $.01 par value, 10,000,000 shares     authorized, none outstanding

 

--  

 

--  

  Common Stock, $.01 par value, shares 100,000,000     authorized, 27,005,874 and 12,895,770 issued and     outstanding at September 30, 2001 and December 31,     2000, respectively

 

270,059 

 

128,957 

  Additional paid-in capital (net of costs of offerings of     $30,098,086 and $16,521,606 at September 30, 2001     and December 31, 2000, respectively, of which     $23,014,601 and $11,694,232 was paid or accrued to     affiliates, respectively)

 

237,184,106 

 

111,504,380 

Accumulated distributions in excess of net income

 

(11,722,462)

 

(5,783,805)

Accumulated other comprehensive loss

 

             (1,220,778)

 

           (69,896)

         

Total stockholders' equity

 

           224,510,925 

 

    105,779,636 

         

Commitments and contingencies

       
         

Total liabilities and stockholders' equity

$

392,882,610 

$

218,187,913 

   

=============

 

==========

See accompanying notes to consolidated financial statements.

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Consolidated Statements of Income and Comprehensive Income

For the Three and Nine Months Ended September 30, 2001 and 2000
(unaudited)

   

Three months

 

Three months

 

Nine months

 

Nine months

   

ended

 

ended

 

Ended

 

ended

   

September 30,        2001       

 

September 30,        2000       

 

September 30,        2001       

 

September 30,        2000       

Income:

               

Rental income

$

7,269,937

$

 4,652,567

$

18,891,639

$

11,911,261

Additional rental income

 

1,522,821

 

1,163,080

 

4,234,209

 

3,144,168

Interest and dividend income

 

642,810

 

210,165

 

1,506,613

 

557,988

Other income

 

19,002

 

180,608

 

40,489

 

119,701

Gain (loss) on sale of investment   securities

 

           (57,022)

 

                     -   

 

            130,535

 

                     -   

                 
   

        9,397,548

 

        6,206,420

 

      24,803,485

 

       15,733,118

Expenses:

               

Professional services to non-  affiliates

 

65,447

 

16,785

 

261,207

 

149,540

General and administrative   expenses to Affiliates

 

147,490

 

74,485

 

347,481

 

183,503

General and administrative   expenses to non-affiliates

 

32,759

 

56,296

 

128,309

 

129,716

Advisor asset management fee

 

-

 

30,000

 

-   

 

90,000

Property operating expenses to   Affiliates

 

395,289

 

266,314

 

1,086,855

 

670,916

Property operating expenses to   non-affiliates

 

1,840,747

 

1,177,749

 

4,846,385

 

3,582,982

Mortgage interest to non-  affiliates

 

2,589,252

 

2,335,420

 

6,937,005

 

5,991,581

Acquisition costs expense to   affiliates

 

--  

 

--  

 

22,989

 

--  

Acquisition costs expense to   non-affiliates

 

40,231

 

75,441

 

93,219

 

110,033

Depreciation

 

2,159,265

 

1,300,453

 

5,690,027

 

3,320,421

Amortization

 

              81,340

 

              60,952

 

            213,794

 

            131,300

                 
   

         7,351,820

 

         5,393,895

 

       19,627,271

 

       14,359,992

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Consolidated Statements of Income and Comprehensive Income

For the Three and Nine Months Ended September 30, 2001 and 2000
(unaudited)

   

Three months

 

Three months

 

Nine months

 

Nine months

   

ended

 

ended

 

ended

 

ended

   

September 30,        2001       

 

September 30,        2000       

 

September 30,        2001       

 

September 30,        2000       

                 

Net income before   comprehensive income

 

         2,045,728

 

            812,525

 

         5,176,214

 

         1,373,126

                 

Unrealized holding gain (loss) on   investment securities

 

         (843,766)

 

                   212

 

      (1,150,882)

 

                   212

                 

Comprehensive income

$

1,201,962

$

  812,737

$

4,025,332

$

 1,373,338

   

===========

 

===========

 

===========

 

===========

                 

Net income before   comprehensive income per   common share, basic and   diluted

$

             .09

$

     .09 

$

.28

$

     .18 

                 

Weighted average number of   common shares outstanding,   basic and diluted

 

23,409,807

 

9,168,728 

 

18,514,051

 

7,595,911 






















See accompanying notes to consolidated financial statements.

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Consolidated Statement of Stockholders' Equity

For the Nine Months Ended September 30, 2001
(unaudited)

Number of     Shares    

Common

    Stock     

Additional Paid-in

    Capital     

Accumulated

Distributions in excess of   net Income    

Accumulated

Other Comprehensive           Loss           

         Total        

Balance at December 31, 2000

12,895,770 

$  128,957 

$ 111,504,380 

$  (5,783,805)

$       (69,896)

$ 105,779,636 

             

Net income

--  

--  

--  

    5,176,214 

 

    5,176,214 

Comprehensive income

--  

--  

--  

--  

(1,150,882) 

(1,150,882)

Distributions declared ($.60 per weighted
  average number of common shares
  outstanding)

--  

--  

--  

(11,114,871)

-- 

(11,114,871)

Proceeds from offering Including DRP
  (net of current period offering costs of
  $13,576,480)

14,160,631 

   141,607 

126,141,938 

--  

--  

126,283,545 

Treasury Stock

          (50,527)

             (505)

        (462,212) 

                    --  

                         --  

           (462,717)

             

Balance at September 30, 2001

27,005,874 

$ 270,059 

$ 237,184,106 

$ (11,722,462)

$  (1,220,778)

$ 224,510,925 

 

==========

=========

===========

===========

=============

===========

             

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

 

 

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2001 and 2000
(unaudited)

         
   

      2001      

 

      2000      

Cash flows from operating activities:

       

  Net income

$

5,176,214 

$

 1,373,338 

  Adjustments to reconcile net income to net cash     provided by operating activities:

       

    Depreciation

 

5,690,027 

 

3,320,421 

    Amortization

213,794 

119,701 

    Interest escrow

 

--  

 

53,085 

    Gain on sale of investment securities

 

(130,535)

 

--  

    Rental income under master lease agreements

 

467,446 

 

340,406 

    Straight-line rental income

 

(489,564)

 

(340,799)

    Changes in assets and liabilities:

       

      Accounts and rents receivable

 

(211,932)

 

(388,659)

      Other assets

 

(32,871)

 

(140,267)

      Real estate tax and insurance escrows

 

(617,581)

 

(224,769)

      Accrued interest payable

 

(12,374)

 

171,565 

      Deferred acquisition costs

 

25,751 

 

(211,011)

      Real estate tax payable

 

2,168,604 

 

1,379,417 

      Accounts payable

 

517,396 

 

112,702 

      Unearned income

 

115,795 

 

115,893 

      Other liabilities

 

(12,050)

 

(292,674)

      Security deposits

 

160,727 

 

81,213 

      Due to affiliates

 

                  57,268 

 

          1,043,289 

Net cash provided by operating activities

 

           13,086,115 

 

          6,512,851 

         

Cash flows from investing activities:

       

  (Decrease) increase in restricted cash

 

(48,405)

 

341,084 

  Purchase of investments in securities, net of margin     account of $2,166,311

 

(4,278,574)

 

(504,901)

  Proceeds from the sale of investment securities

 

1,806,318

 

--  

  Purchase of joint venture

 

(2,860,000)

 

--  

  Purchase of investment properties

 

(135,464,242)

 

(60,989,852)

  Additions to investment properties

 

(2,037,259)

 

(107,759)

  Condemnation proceeds

 

--  

 

5,000 

  Leasing fees

 

                (70,435)

 

             (24,070)

Net cash used in investing activities

 

       (142,952,596)

 

      (61,280,498)

         

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Consolidated Statements of Cash Flows
(continued)

For the Nine Months Ended September 30, 2001 and 2000
(unaudited)

         
   

      2001      

 

      2000      

         

Cash flows from financing activities:

       

  Proceeds from offering

 

139,860,025 

 

49,683,499 

  Repurchase of shares

 

(462,717)

 

(357,683)

  Payment of offering costs

 

(13,299,581)

 

(6,795,332)

  Proceeds from debt financing

 

56,550,000 

 

35,657,500 

  Principal payments of debt

 

(6,910,972)

 

(22,396,270)

  Loan fees

 

(1,266,529)

 

(497,258)

  Distributions paid

 

         (10,229,067)

 

        (4,030,862)

Net cash provided by financing activities

 

         164,241,159 

 

        51,263,594 

         

Net increase (decrease) in cash and cash equivalents

 

34,374,677 

 

(3,504,053))

         

Cash and cash equivalents at January 1

 

           24,664,511 

 

       14,869,164  

         

Cash and cash equivalents at September 30

$

59,039,188 

$

11,365,111  

   

==============

 

============

 

Supplemental schedule of noncash investing and financing activities:

         

Purchase of investment properties

$

--  

$

(63,789,852)

Assumption of mortgage debt

 

--  

 

--  

         

Acquisition note payable

 

--  

 

           2,800,000 

 

$

--  

$

(60,989,852)

   

=============

 

============

         

Distributions payable

$

1,734,021 

$

626,099 

   

=============

 

============

         

Cash paid for interest

$

6,949,379 

$

  5,714,190

   

=============

 

============

         
         
         
         
         
         

 

See accompanying notes to consolidated financial statements.

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements

September 30, 2001
(unaudited)

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Readers of this Quarterly Report should refer to the audited financial statements of Inland Retail Real Estate Trust, Inc. (the "Company") for the fiscal year ended December 31, 2000, which are included in the Company's 2000 Annual Report, as certain footnote disclosures contained in such audited financial statements have been omitted from this Report.

(1) Organization and Basis of Accounting

Inland Retail Real Estate Trust, Inc. (the "Company") was formed on September 3, 1998 to acquire and manage a diversified portfolio of real estate, primarily multi-tenant shopping centers. The Company has initially focused on acquiring properties in the southeastern states, primarily Florida, Georgia, North Carolina and South Carolina. The Company may also acquire single-user retail properties in locations throughout the United States, certain of which may be sale and leaseback transactions, net leased to creditworthy tenants. Inland Retail Real Estate Advisory Services, Inc. (the "Advisor"), an affiliate of the Company, is the advisor to the Company. On February 11, 1999, the Company commenced an initial public offering (the "Initial Offering"), on a best efforts basis of 50,000,000 shares of common stock ("Shares") at $10 per Share and 4,000,000 Shares at $9.50 per Share which may be distributed pursuant to the Company's Distribution Reinvestment Program ("DRP"). The Company terminated its Initial Offering on January 31, 2001. As of January 31, 2001, the Company had received subscriptions for a total of 13,707,349 Shares. The Company began an additional offering on February 1, 2001 (the "Subsequent Offering"). As of September 30, 2001, the Company has received subscriptions for a total of 12,821,435 Shares in the Subsequent Offering. In addition, the Company has issued 586,402 Shares pursuant to the Company's DRP. The Initial offering and the subsequent offering are collectively referred to as the "offerings". As of September 30, 2001, the Company has repurchased a total of 109,312 Shares through the Company's Share Repurchase Program for $994,719.

The Company is qualified and has elected to be taxed as a real estate investment trust ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. Since the Company qualifies for taxation as a REIT, the Company generally will not be subject to Federal income tax to the extent it distributes at least 90% of its REIT taxable income to its stockholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to Federal 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 and property and federal income and excise taxes on its undistributed income.

The preparation of consolidated financial statements in conformity GAAP requires 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.

 

 

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)

September 30, 2001
(unaudited)

Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Life Assets to be Disposed of" requires the Company to record an impairment loss on its property held for investment whenever its carrying value cannot be fully recovered through estimated undiscounted future cash flows from operations and sale of the property. The amount of the impairment loss to be recognized would be the difference between the property's carrying value and the property's estimated fair value. As of September 30, 2001, the Company does not believe any such impairment of its properties exists.

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents and are carried at cost, which approximates market.

Depreciation expense is computed using the straight-line method. Buildings and improvements are depreciated based upon estimated useful lives of 30 years for buildings and 15 years for the site improvements. Tenant improvements are amortized on a straight-line basis over the life of the related leases.

Leasing fees are amortized on a straight-line basis over the life of the related lease.

Loan fees are amortized on a straight-line basis over the life of the related loans.

Offering costs are offset against the stockholders' equity accounts and consist principally of printing, selling and registration costs.

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.

The Company believes that the interest rates associated with the mortgages payable approximate the market interest rates for these types of debt instruments, and as such, the carrying amount of the mortgages payable approximate their fair value.

The carrying amount of mortgage receivable, cash and cash equivalents, restricted cash, accounts and rents receivable, investments in securities, real estate tax and insurance escrows, deposits, other assets, accounts payable and other liabilities, accrued offering costs to affiliates and non-affiliates, accrued interest payable to non-affiliates, accrued real estate taxes payable, distributions payable, other liabilities and due to affiliates approximate fair value because of the relatively short maturity of these instruments.

On December 2, 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements" (SAB 101). The staff determined that a lessor should defer recognition of contingent rental income such as percentage/excess rent until the specified breakpoint that triggers the contingent rental income is achieved. The Company records percentage rental revenue in accordance with the SAB 101.

 

 

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)

September 30, 2001
(unaudited)

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. Investments in securities at September 30, 200l and December 31, 2000 consist principally of equity investments in various real estate investment trusts and energy related trusts, and are 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 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. Dividend income is recognized when earned. Additionally, the Company has purchased its securities through a margin account. As of September 30, 2001 and December 31, 2000, the Company has recorded a payable of $2,518,687 and $352,376, respectively, for securities purchased on margin. During the nine months ended September 30, 2001, the Company recognized $130,535 of gain on sale of investment securities. Included in these sales was previous unrealized losses of $63,000 related to the securities sold during the nine months ended September 30, 2001. Of those investment securities held on September 30, 2001 and December 31, 2000, the Company had recognized comprehensive unrealized losses of approximately $1,220,000 and $69,000, respectively.

The Company adopted FASB Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," which established accounting and reporting standards requiring that every derivative instrument, including certain derivative instruments imbedded in other contracts, be reported in the Consolidated Balance Sheet as either an asset or liability measured at its fair value. The statement also requires that the changes in the derivative's fair value be recognized in earnings unless specific hedge accounting criteria are met. The Company does not have any material hedging instruments.

(2) Basis of Presentation

The accompanying Consolidated Balance Sheets include the accounts of the Company, as well as the accounts of the operating partnership, in which the Company has an approximately 99% controlling general partner interest. The accounts of the operating partnership include consolidated information for its wholly owned subsidiaries for which separate financial date is maintained. The Advisor owns the remaining approximately 1% limited partner common units in the operating partnership for which it paid $2,000 and which is reflected as a minority interest in the accompanying Consolidated Balance Sheets. The effect of all significant intercompany transactions have been eliminated.

 

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)

September 30, 2001
(unaudited)

(3) Transactions with Affiliates

As of September 30, 2001 and December 31, 2000, the Company had incurred $30,098,086 and $16,521,606 of offering costs, respectively, of which $23,014,601 and $11,694,232 was paid to affiliates. Pursuant to the terms of the Offerings, the Advisor is required to pay organizational and offering expenses (excluding sales commissions, the marketing contribution and the due diligence expense allowance) in excess of 5.5% of the gross proceeds of the respective offerings ("Gross Offering Proceeds") or all organization and offering expenses (including selling commissions) which together exceed 15% of Gross Offering Proceeds. As of September 30, 2001 and December 31, 2000 Offerings costs did not exceed the 5.5% and 15% limitations and the Company anticipates that these costs will not exceed these limitations upon completion of the subsequent offering. Any excess amounts at the completion of the subsequent offering will be reimbursed by the Advisor.

The Advisor and its affiliates are entitled to reimbursement for salaries and expenses of employees of the Advisor and its affiliates relating to the offering. In addition, an affiliate of the Advisor is entitled to receive selling commissions, a marketing contribution and a due diligence expense allowance from the Company in connection with the offering. Such costs are offset against the stockholders' equity accounts. Such costs totaled $23,014,601 and $11,694,232 as of September 30, 2001 and December 31, 2000 respectively, of which $467,135 and $227,589 was unpaid at September 30, 2001 and December 31, 2000, respectively.

The Advisor and its affiliates are entitled to reimbursement for salaries and expenses of employees of the Advisor and its affiliates relating to the administration of the Company. Such costs are included in general and administrative expenses to affiliates and acquisition costs to affiliates. During the periods ended September 30, 2001 and 2000 the Company incurred $347,481 and $183,503 respectively of these costs, of which $227,201 and $169,933 remained unpaid as September 30, 2001 and December 31, 2000, respectively.

An affiliate of the Advisor provides loan servicing to the Company for a monthly fee. Such fees totaled $42,298 and $35,347 in the periods ended September 30, 2001 and 2000, respectively. An agreement with the Company allows for annual fees totaling .05% of the first $100,000,000 mortgage balance outstanding and .03% of the remaining mortgage balance, payable monthly.

The Advisor has contributed $200,000 to the capital of the Company for which it received 20,000 Shares.

The Company uses the services of an affiliate of the Advisor to facilitate the mortgage financing that the Company obtains on some of the properties purchased. During the nine months ended September 30, 2001, $90,813 of fees were incurred and paid and no such fee was incurred or paid during the nine months ended September 30, 2000.

The Company will pay an advisor asset management fee of not more than 1% of our net asset value. The Company's net asset value means the total book value of our assets invested in equity interests and loans receivable secured by real estate, before reserves for depreciation or bad debts or other similar non-cash reserves, less any mortgages payable on such assets. The Company will compute its net asset value by taking the average of these values at the end of each month during the quarter for which the Company is calculating the fee. The fee will be payable quarterly in an amount equal to 1/4 of 1% of net asset value as of the last day of the immediately preceding quarter. For any year in which the Company qualifies as a REIT, the Company's advisor must reimburse the Company for the following amounts if any:

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)

September 30, 2001
(unaudited)

(1) the amounts by which the Company's total operating expenses, the sum of the advisor asset management fee plus other operating expenses, paid during the previous fiscal year exceed the greater of: (i) 2% of the Company's average invested assets for that fiscal year. (Average invested assets means the average of the total book value of our assets invested in equity interest and loans secured by real estate, before reserves for depreciation or bad debts or other similar non-cash reserves. The Company will compute the average invested assets by taking the average of these values at the end of each month during the quarter for which the Company is calculating the fee), or (ii) 25% of our net income, before any additions to or allowances for reserves for depreciation, amortization or bad debts or other similar non-cash reserves and before any gain from the sale of our assets, for that fiscal year; plus (2) an amount, which will not exceed the advisor asset management fee for that year, equal to any difference between the total amount of distributions to stockholders for that year and the 7% annual return on the net investment of stockholders. For the nine months ended September 30, 2001 the Advisor has forgone its fee and no such fees were accrued, and for the nine months ended September 30, 2000, $90,000 were accrued and paid.

The property manager, an entity owned principally by individuals who are affiliates of the Advisor, is entitled to receive property management fees totaling 4.5% of gross operating income, for management and leasing services. The Company incurred and paid property management fees of $1,044,557 and $670,916 for the nine months ended September 30, 2001 and 2000, respectively.

 

(4) Stock Option Plan and Soliciting Dealer Warrants

The Company adopted an Independent Director Stock Option Plan which, subject to certain conditions, provides for the grant to each Independent Director of an option to acquire 3,000 Shares following their becoming a Director and for the grant of additional options to acquire 500 Shares on the date of each annual stockholders' meeting commencing with the annual meeting in 2000 if the Independent Director is a member of the board of directors on such date. The options granted 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. The subsequent options will be exercisable on the second anniversary of the date of grant. The initial options will be exercisable at $9.05 per Share. The subsequent options will be exercisable at the fair market value of a Share on the last business day preceding the annual meeting of Stockholders, and shall be $9.05 per Share until the earlier of the termination of the offering or February 11, 2001. As of September 30, 2001 and December 31, 2000, options to acquire 12,000 and 10,500 Shares, respectively had been issued and are outstanding.

In addition to sales commissions, the dealer manager of the Offering (an affiliate of the Advisor) has the right to purchase one soliciting dealer warrant for $.0008 for each 25 Shares sold by such soliciting dealer during the offering, subject to state and Federal securities laws and subject to the issuance of a maximum of 2,000,000 soliciting dealer warrants to purchase an equivalent number of Shares. The dealer manager intends to reallow such warrants to the soliciting dealers who sold such Shares. The holder of a soliciting dealer warrant will be entitled to purchase one Share from the Company at a price of $12 during the period commencing one year from the date of the first issuance of any of the soliciting dealer warrants and ending five years after February 11, 1999. As of September 30, 2001, soliciting dealer warrants to acquire 1,059,829 Shares have been issued. These warrants have nominal value and none had been exercised at September 30, 2001 and December 31, 2000.

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)

September 30, 2001
(unaudited)

(5) Investment Properties

An affiliate of the Company initially purchased seven of the investment properties on behalf of the Company. The Company subsequently purchased each of those properties from this affiliate at their cost upon receipt of proceeds from the initial Offering.

                   
   

          Initial Costs (A)                   

 

                  Gross amount at which Carried at September 30, 2001                  

   
                 

Date

 
     

Buildings

Adjustments

 

Buildings

   

Con-

 
     

And

     to

 

And

 

Accumulated

Stru-

Date

 

Encumbrance  

       Land       

Improvements

    Basis (B)  

     Land     

Improvements

      Total       

   Depreciation   

cted

Acquired

Multi-Tenant Retail

                   

Lake Walden Square
  Plant City, FL

9,855,436

3,006,662

11,549,586

191,828 

3,006,662

11,741,414

14,748,076

1,139,236

1992

05/99

Merchants Square
  Zephyrhills, FL

3,167,437

992,225

4,749,818

40,123 

992,225

4,789,941

5,782,166

448,451

1993

06/99

Town Center Commons
  Kennesaw, GA

4,750,000

3,293,792

6,350,835

(61,940)

3,293,792

6,288,895

9,582,687

554,346

1998

07/99

Boynton Commons
  Boynton Beach, FL

15,125,000

8,698,355

21,803,370

(21,131)

8,698,355

21,782,239

30,480,594

1,723,412

1998

07/99

Lake Olympia Square (C)
  Ocoee, FL

5,668,066

2,562,471

7,306,483

(15,238)

2,562,471

7,291,245

9,853,716

575,949

1995

09/99

Bridgewater Marketplace
  Orlando, FL

2,987,500

783,493

5,221,618

(62,782)

783,493

5,158,836

5,942,329

382,195

1998

09/99

Bartow Marketplace
  Cartersville, GA

13,475,000

6,098,178

18,308,271

4,071 

6,098,178

18,312,342

24,410,520

1,302,098

1995

09/99

Countryside
  Naples, FL

4,300,000

1,117,428

7,478,173

9,571 

1,117,428

7,487,744

8,605,172

544,251

1997

10/99

Casselberry Commons
  Naples, FL

8,703,000

6,702,658

11,191,912

(90,009)

6,702,658

11,101,903

17,804,561

824,534

1973/

1998

12/99

Conway Plaza
  Orlando, FL

5,000,000

2,215,324

6,332,434

270,935 

2,215,324

6,603,369

8,818,693

438,811

1985/

1999

02/00

Pleasant Hill
  Duluth, GA

17,120,000

4,805,830

29,526,305

(182,401)

4,805,830

29,343,904

34,149,734

1,526,377

1997/

2000

05/00

Gateway Marketplace
  St. Petersburg, FL

 15,637,500

 6,351,847

14,576,808

19,532 

 6,351,847

14,596,340

 20,948,187

604,035

1997/

2000

07/00

Columbia Promenade
  Kissimmee, FL

5,400,000

1,483,737

5,929,323

14,495 

1,483,737

5,943,818

7,427,555

163,214

2000

01/01

West Oaks
  Ocoee, FL

4,900,000

4,514,559

6,701,703

(35,260)

4,514,559

6,666,443

11,181,002

120,434

2000

03/01

(Continued)

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)

September 30, 2001
(unaudited)

(5) Investment Properties (continued)

                   
   

          Initial Costs (A)            

 

                  Gross amount at which Carried at September 30, 2001                  

   
                 

Date

 
     

Buildings

Adjustments

 

Buildings

   

Con-

 
     

And

     to

 

And

 

Accumulated

Stru-

Date

 

Encumbrance

     Land     

Improvements

    Basis (B)  

     Land     

Improvements

         Total         

   Depreciation   

cted

Acquired

Sand Lake Corners
  Orlando, FL

11,900,000

6,091,246

16,154,695

(123,380)

6,091,246

16,031,315

22,122,561

280,414

1998/2000

05/01

Woodstock Square
  Atlanta, GA

14,000,000 

5,516,733

22,066,933

(21,935)

5,516,733

22,044,998

27,561,731

266,709

2001

06/01

Chickasaw Trails Shopping Ctr.
  Orlando, FL

--

1,723,260

6,905,818

1,787 

1,723,260

6,907,605

8,630,865

41,663

1994

08/01

Skyview Plaza
  Orlando, FL

--

4,263,326

17,054,047

4,839 

4,263,326

17,058,886

21,322,212

--

1988/
1994

09/01

Single-User Retail

K-Mart
  Macon, GA

4,655,000

1,173,426

7,857,155

-- 

1,173,426

7,857,155

9,030,581

220,817

2000

02/01

Lowes
  Warner Robbins, GA

4,845,000

2,450,999

6,980,354

-- 

2,450,999

6,980,354

9,431,353

194,983

2000

02/01

PETsMART - Fredericksburg
  Fredericksburg, VA

1,435,000

852,498

2,557,493

-- 

852,498

2,557,493

3,409,991

35,521

1997

04/01

PETsMART - Daytona Beach
  Daytona Beach, FL

1,361,200 

809,449

2,428,349

-- 

809,449

2,428,349

3,237,798

33,727

1996

04/01

PETsMART - Chattanooga
  Chattanooga, TN

1,303,800 

775,738

2,327,215

-- 

775,738

2,327,215

3,102,953

32,332

1995

04/01

Jo-Ann Fabrics
  Alpharetta, GA

2,450,000

2,217,303

2,695,428

-- 

2,217,303

2,695,428

4,912,731

30,189

2000

06/01

Just For Feet
  Daytona Beach, FL

--

271,980

3,625,882

-- 

271,980

3,625,882

3,897,862

11,108

1998

08/01

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)

September 30, 2001
(unaudited)

(5) Investment Properties (continued)

                   
   

          Initial Costs (A)            

 

                  Gross amount at which Carried at September 30, 2001                  

   
                 

Date

 
     

Buildings

Adjustments

 

Buildings

   

Con-

 
     

And

to

 

And

 

Accumulated

Stru-

Date

 

Encumbrance

     Land     

Improvements

    Basis (B)  

     Land     

Improvements

         Total         

   Depreciation   

cted

Acquired

DEVELOPMENT PARCELS

Acworth Avenue Retail Shopping Center
Acworth, GA.

                --

      959,257

               --

     1,540,543

        959,257

           1,540,543

     2,499,800

                 --

12/00

Subtotals

158,038,939

79,731,774

247,680,008

1,483,648 

79,731,774

249,163,656

328,895,430

11,494,806

   

=========

=========

=========

=========

=========

=========

Furniture and Equipment

         13,718

           6,292

Total

328,909,148

11,501,098

             

==========

==========

   

 

(See notes on next page)

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)

September 30, 2001
(unaudited)

 

(A) The initial cost to the Company represents the original purchase price of the property from an affiliate of the Advisor, or an unaffiliated third party, including amounts incurred subsequent to acquisition, most of which were contemplated at the time the property was acquired.

(B) Adjustments to basis includes additions to investment properties net of payments received under master lease agreements. (Note 6)

(C) When Lake Olympia Square was purchased by an affiliate of our Advisor, $234,145 was escrowed at the closing. At the time of purchase by the Company, $89,400 of these funds remained available to be used on a monthly basis to pay the principal portion of the debt service through July 2000. Accordingly, the net effect of this structure is that the Company had paid only the interest portion of the debt service through July 2000. The cumulative amount received by the Company was $89,400 as of September 30, 2000, which is reflected as an adjustment to the basis of the property.

 

(6) Leases

Master Leases

In connection with certain acquisitions, the Company receives payments under master lease agreements on some of the space which was vacant at the time of the purchase, for periods ranging from one to two years after the date of the purchase or until the spaces are leased. GAAP requires that as these payments are received, they be recorded as a reduction in the basis of the property. The cumulative amount of such payments was $1,005,107 as of September 30, 2001 and $537,661 as of December 31, 2000.

Operating Leases

Certain tenant leases contain provisions providing for stepped rent increases and rent abatements. GAAP requires the Company to record rental income for the period of occupancy using the effective monthly rent, which is the average monthly rent for the entire period of occupancy during the term of the lease. The accompanying consolidated financial statements include a net increase of $489,564 and $340,799 for the nine months ended September 30, 2001 and 2000, respectively, of rental income for the period of occupancy for which stepped rent increases apply and $1,117,850 and $628,286 in the related accounts and rents receivable as of September 30, 2001 and December 31, 2000, respectively. The Company anticipates collecting these amounts over the terms of the related leases as scheduled rent payments are received.

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)

September 30, 2001
(unaudited)

 

Minimum lease payments to be received in the future under operating leases, excluding rental income under master lease agreements and assuming no expiring leases are renewed, are as follows:

   

Minimum Lease

   

    Payments    

     

2001

$

26,755,170

2002

 

31,233,958

2003

 

30,071,942

2004

 

27,852,090

2005

 

25,600,808

Thereafter

 

     218,890,663

     

Total

$

333,649,468

   

==========

Remaining lease terms range from one year to fifty-five years. Pursuant to the lease agreements, tenants of the properties are required to reimburse the Company for some or all of their pro rata share of the real estate taxes, operating expenses and management fees. Such amounts are included in additional rental income.

 

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)

September 30, 2001
(unaudited)

(7) Mortgages Payable

Mortgages payable consist of the following at September 30, 2001:

Property as Collateral

Current Interest

  Rate  

Maturity

  Date  

Monthly

 Payments 

Balance at

September
    30, 2001    

Balance at December 31,
      2000   

Lake Walden Square

7.63%

11/2007

$  72,584 (a)

$    9,855,436

$   9,941,942

Merchants Square

7.25%

11/2008

(b)

     3,167,437

3,167,437

Town Center Commons

7.00%

04/2006

(b)

     4,750,000

4,750,000

Boynton Commons

7.21%

03/2006

(b)

    15,125,000

15,125,000

Lake Olympia Square

8.25%

04/2007

50,978 (a)

     5,668,066

5,772,532

Bridgewater Marketplace

5.33%

09/2006

(c)

     2,987,500

2,987,500

Bartow Marketplace

5.23%

09/2006

(c)

    13,475,000

13,475,000

Countryside Shopping Center*

6.54%

06/2006

(b)

     4,300,000

--  

Countryside Shopping Center

7.01%

05/2001

(c)

--  

6,720,000

Casselberry Commons

7.64%

04/2006

(b)

     8,703,000

8,703,000

Conway Plaza*

5.23%

06/2005

(c)

     5,000,000

5,000,000

Pleasant Hill Square

7.35%

06/2005

(b)

    17,120,000

17,120,000

Gateway Marketplace*

5.48%

08/2002

(c)

     5,212,500

5,212,500

Gateway Marketplace

7.94%

08/2005

(b)

    10,425,000

10,425,000

Columbia Promenade*

5.48%

02/2002

(c)

     1,800,000

--  

Columbia Promenade

7.61%

02/2006

(b)

     3,600,000

--  

Kmart  (d)

6.80%

06/2006

(b)

4,655,000

--  

Lowes  (d)

6.80%

06/2006

(b)

4,845,000

--  

West Oaks

6.80%

04/2006

(b)

4,900,000

--  

Sand Lake Corners  (e)

6.80%

06/2006

(b)

11,900,000

--  

Woodstock Square

5.31%

08/2008

(c)

14,000,000

--  

PETsMART
  Fredricksburg, VA  (e)

7.37%

06/2008

(b)

1,435,000

--  

PETsMART
  Daytona Beach, FL  (e)

7.37%

06/2008

(b)

1,361,200

--  

PETsMART
  Chattanooga, TN  (e)

7.37%

06/2008

(b)

1,303,800

--  

Jo-Ann Fabrics*

5.18%

08/2008

(c)

      2,450,000

                    --  

           
       

$ 158,038,939

$  108,399,911

       

==========

===========

           

See notes on the following page

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)

September 30, 2001
(unaudited)

  1. Payments include principal and interest at a fixed rate.
  2. Payments include interest only at a fixed rate.
  3. Payments include interest only. Payments on these mortgages adjust monthly and are calculated based on a floating rate over LIBOR.
  4. The K-Mart and Lowes properties both collateralize a single mortgage payable.
  5. The three PETsMART properties collateralize a single mortgage payable, and are also cross collateralized with the Sand Lake property

* Certain of the mortgages payable are subject to guarantees, in which the Company has guaranteed all or a portion of the payment on these notes to the lender.

In addition, the Company has secured an acquisition line of credit in the amount of $14,000,000. Funds are available to be drawn through the maturity date of March 27, 2002 and will carry interest at the rate of 1.75% over LIBOR. As of September 30, 2001 the Company had received no advances on the line of credit.

All of these mortgages are serviced by an affiliate of the Advisor on behalf of the Company. The affiliate receives servicing fees at a market rate for such services.

(8)  Mortgage Receivable

On December 21, 2000 the Company funded a $1,100,000 mortgage note receivable on a 49,749 square foot shopping center currently under construction, located in Lauderhill, Florida. The principal amount of $1,100,000 is secured by a second mortgage on the property and personal guaranties of the borrower. The note bears an interest rate of 10% per annum and matures August 31, 2002. The Company, at its option may elect to purchase this property upon completion, subject to certain contingencies.

(9) Joint Venture

On September 28, 2001 the Company made a $2,860,000 capital contribution to Hendon Stonebridge LLC, the owner of Stonebridge Square Shopping Center. Stonebridge Square Shopping Center is presently under construction and will consist of 160,198 net rentable square feet, situated on approximately 23 acres in Roswell, Georgia.

The Company was issued a 65% membership in the Hendon Stonebridge LLC. The Company shall have a preferred cash flow return, paid monthly in cash, at an annualized rate of 15% on the $2,860,000. The remaining balance of cash flow will be paid as follows: 15% preferred return on any additional capital the Company contributes, return of any additional capital contributions by the Company to the Company and then to the other member of Hendon Stonebridge LLC.

The Company has the option, exercisable not sooner then April 1, 2002 and not later than April 30, 2002 to purchase the remaining 35% membership in Hendon Stonebridge LLC. The purchase price will be no greater then $21,260,659, less the $2,860,000 previously contributed.

 

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)


September 30, 2001
(unaudited)

 

(10) Segment Reporting

The Company owns and seeks to acquire multi-tenant shopping centers in the southeastern states, primarily Florida, Georgia, North Carolina and South Carolina. All of the Company's shopping centers are located within Florida and Georgia. The Company's shopping centers are typically anchored by grocery and drug stores complemented with additional stores providing a wide range of other goods and services to shoppers.

The Company assesses and measures operating results on an individual property basis for each of its properties based on net property operations. Since all of the Company's properties exhibit highly similar economic characteristics, cater to the day-to-day living needs of their respective surrounding communities, and offer similar degrees of risk and opportunities for growth, the properties have been aggregated and reported as one operating segment.

The property revenues and net property operations of the reportable segments are summarized in the following tables for the nine months ended September 30, 2001 and 2000, along with a reconciliation to net income. Property asset information is as of September 30, 2001 and December 31, 2000.

 

   

        2001         

 

        2000         

         

Total property revenues

$

23,125,848

$

15,055,429

Total property operating expenses

 

5,933,240

 

4,253,898

Mortgage interest

 

         6,937,005

 

         5,991,581

         

Net property operations

 

       10,255,603

 

         4,809,950

         

Interest and dividend income

 

1,506,613

 

557,988

Other income

 

40,489

 

119,701

Gain on sale of investment securities

 

130,535

 

--

Less non property expenses:

       

  Professional services

 

261,207

 

149,540

  General and administrative

 

475,790

 

313,219

  Acquisition costs expensed

 

116,208

 

110,033

  Advisor asset management fee

 

--  

 

90,000

  Depreciation and amortization

 

         5,903,821

 

         3,451,721

         

Net income

$

5,176,214

$

1,373,126

         

Total Assets

       

  Investment properties

$

317,408,050

$

186,064,022

  Non-segment assets

 

       75,474,560

 

       32,123,891

 

$

392,882,610

$

218,187,913

   

==========

 

==========

 

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)


September 30, 2001
(unaudited)

(10) Earnings per Share

Basic earnings per share ("EPS") is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by reflecting the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.

As of September 30, 2001, warrants to purchase 1,059,829 shares of common stock at a price of $12.00 per share were outstanding, but were not included in the computation of diluted EPS because the exercise price of such warrants was greater than the average market price of common shares. The weighted average number of common shares outstanding were 18,514,051 and 7,595,911 for the nine months ended September 30, 2001 and 2000, respectively.

(11) Commitment and Contingencies

On behalf of the Company, the Advisor is currently exploring the purchase of additional shopping centers from unaffiliated third parties.

The Company is not subject to any material pending legal proceeding.

(12) Subsequent Events

On December 28, 2000, the Company purchased approximately 2.72 acres of unimproved land situated in front of a new Home Depot store in Acworth, Georgia. The Company purchased this property with the intention of developing a 16,130 square foot shopping center to be known as Acworth Avenue Retail Shopping Center. Through October 15, 2001 the Company have incurred approximately $1,596,000 of costs in the development of the project. The Company expects additional development costs of approximately $114,000 for a total costs of approximately $2,668,000, or approximately $165 per square foot of leasable space. The Company anticipates the interior buildout of the property will be completed and tenants will begin to occupy the property by the end of 2001. As of October 31, 2001, leases have been signed for approximately 8,730 square feet, or approximately 55% of the center.

The Company paid distributions of $1,734,021 and $1,935,533 to its stockholders in October and November 2001, respectively.

The Company issued 3,332,026 Shares of Common Stock from September 30, 2001 through November 10, 2001, resulting in a total of 30,337,900 Shares of Common Stock outstanding.

The Company purchased Aberdeen Square a 70,555 square foot shopping center in Boynton Beach, Florida on October 23, 2001 for $6,675,000. We purchased this property with our own fund, but expect to place financing on the property at a later date.

INLAND RETAIL REAL ESTATE TRUST, INC.
(a Maryland corporation)

Notes to Consolidated Financial Statements
(Continued)


September 30, 2001
(unaudited)

 

On October 2, 2001 the Company obtained a five year first mortgage on Daytona Beach Just for Feet Store. The $2,000,000 note payable bears interest at a floating rate of LIBOR plus 1.75% and requires monthly payment of interest only.

On October 31, 2001 the Company obtained a five year first mortgage on Chickasaw Trails Shopping Center. The $4,400,000 note payable bears interest at a fixed rate of 6.26% and requires monthly payment of interest only.

 

 

Inland Retail Real Estate Trust, Inc.
Pro Forma Consolidated Balance Sheet
September 30, 2001
(unaudited)

The following unaudited Pro Forma Consolidated Balance Sheet is presented as if the acquisitions of the properties indicated in Note B had occurred on September 30, 2001.

This unaudited Pro Forma Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been at September 30, 2001, nor does it purport to represent our future financial position. No pro forma adjustments were made for Universal Plaza as the property construction had not been completed as of September 30, 2001. No pro forma adjustments have been made for any potential property acquisitions as the Company has not received sufficient offering proceeds or obtained firm financing commitments to acquire these properties as of January 31, 2002. See Note (D). The Company believes it will have sufficient cash from additional offering proceeds raised and additional financing proceeds to acquire these properties at the consummation of these transactions. Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Prospectus.

Inland Retail Real Estate Trust, Inc.
Pro Forma Consolidated Balance Sheet
September 30, 2001
(unaudited)

         
   

Historical

Pro Forma

 
   

(A)

Adjustments

Pro Forma

Assets

       
         

Net investment properties (B)

$

317,408,050 

331,104,000 

648,512,050 

Investment in joint ventures

 

2,860,000 

-     

2,860,000 

Cash

 

59,039,188 

(46,908,000)

12,131,188 

Investment in securities

 

5,155,687 

-     

5,155,687 

Restricted cash

 

912,676 

-     

912,676 

Mortgage receivable

 

1,100,000 

-     

1,100,000 

Accounts and rents receivable

 

3,448,753 

-     

3,448,753 

Real estate tax and insurance escrows

 

751,748 

-     

751,748 

Loan fees, net

 

1,590,098 

-     

1,590,098 

Leasing fees, net

 

113,396 

-     

113,396 

Deferred acquisition costs

 

305,125 

-     

305,125 

Other assets

 

       197,889 

           -     

       197,889 

         

Total assets

$

392,882,610 

284,196,000 

677,078,610 

         

Liabilities and Stockholders' Equity

       
   

 

 

 

Accounts payable

 

597,626 

-     

597,626 

Accrued offering costs

 

559,036 

-     

559,036 

Accrued interest payable

 

616,834 

-     

616,834 

Real estate taxes payable

 

2,168,604 

-     

2,168,604 

Distribution payable

 

1,734,021 

-     

1,734,021 

Security deposits

 

474,652 

-     

474,652 

Mortgages payable (F)

 

158,038,939 

183,601,000 

341,639,939 

Unearned income

 

475,413 

-     

475,413 

Other liabilities

 

3,477,359 

-     

3,477,359 

Due to Affiliates

 

    227,201 

 -     

    227,201 

         

Total liabilities

 

168,369,685 

183,601,000 

351,970,685 

         

Minority interest in partnership (C)

 

2,000 

-     

2,000 

         

Common Stock (D)

 

270,059 

114,313 

384,372 

Additional paid-in capital (net of Offering costs) (D) (E)

 

237,184,106 

100,480,687 

337,664,793 

Accumulated distributions in excess of net income

 

  (11,722,462)

-     

  (11,722,462)

Accumulated other comprehensive income

 

   (1,220,778)

          -     

   (1,220,778)

         

Total stockholders' equity

 

 224,510,925 

100,595,000 

 325,105,925 

         

Total liabilities and stockholders' equity

$

392,882,610 

284,196,000 

677,078,610 

         




See accompanying notes to pro forma consolidated balance sheet.

 

Inland Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Balance Sheet
September 30, 2001
(unaudited)

 

  1. The historical column represents our Consolidated Balance Sheet as of September 30, 2001. As of September 30, 2001, the Company had sold 26,508,784 shares to the public resulting in gross proceeds of $232,678,065 and an additional 586,402 shares pursuant to the DRP for $5,570,819 of additional gross proceeds. In addition, we have received the Advisor's capital contribution of $200,000 for which it was issued 20,000 shares. As of September 30, 2001, the Company has repurchased a total of 109,312 shares through the Company's Share Repurchase Program for a total of $994,719.
  2. The pro forma adjustments reflect the acquisition of the following properties:
     

Brandon

     
   

Aberdeen

Boulevard

Creekwood

Anderson

Eisenhower

   

Square

Shoppes

Crossing

Central

Crossing

Assets

           

Net investment in properties

$

6,723,000 

9,474,000 

23,615,000 

15,856,000 

30,285,000 

Cash (G)

 

(6,723,000)

(9,474,000)

(23,615,000)

-     

-     

Restricted cash

 

-     

-     

-     

-     

-     

Loan fees, net

 

-     

-     

-     

-     

-     

Other assets

 

-     

-     

-     

-     

-     

             

Total assets

$

-     

-     

-     

15,856,000 

30,285,000 

             

Liabilities and Stockholders' Equity

           
             

Accrued real estate taxes

 

-     

-     

-     

-     

-     

Security deposits

 

-     

-     

-     

-     

-     

Mortgages payable

 

-     

-     

-     

11,000,000 

-     

Other liabilities

 

-     

-     

-     

-     

-     

Total liabilities

 

-     

-     

-     

11,000,000 

-     

             

Common Stock

 

-     

-     

-     

5,518 

34,415 

Additional paid in capital (net of Offering   costs)

 

-     

-     

-     

 4,850,482 

30,250,585 

           

Total stockholders equity

 

-     

-     

-     

4,856,000 

30,285,000 

             

Total liabilities and stockholders' equity

$

-     

-     

-     

15,856,000 

30,285,000 

 

Inland Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Balance Sheet
September 30, 2001
(unaudited)

 

  1. The pro forma adjustments reflect the acquisition of the following properties (continued):
  2.                
         

    Abernathy

    Citrus

     

    Thomas

     
       

    Eckerds

    Square

    Hills

    Steeplechase

    Properties

    Total

    Assets

                 

    Net investment in properties

    $

    5,635,000 

    24,132,000 

    6,011,000 

    8,638,000 

    200,735,000

    331,104,000 

    Cash (G)

     

    (5,635,000)

    (24,132,000)

    (6,011,000)

    (8,638,000)

     

    (84,228,000)

    Restricted cash

     

    -     

    -     

    -     

    -     

    -     

    -     

    Loan fees, net

     

    -     

    -     

    -     

    -     

    -     

    -     

    Other assets

     

    -     

    -     

    -     

    -     

    -     

    -     

                   

    Total assets

    $

    -     

    -     

    -     

    -     

    200,735,000

    246,876,000 

                   

    Liabilities and Stockholders' Equity

                 
                   

    Accrued real estate taxes

     

    -     

    -     

    -     

    -     

    -     

    -     

    Security deposits

     

    -     

    -     

    -     

    -     

    -     

    -     

    Mortgages payable

     

    -     

    -     

    -     

    -     

    135,281,000

    146,281,000 

    Other liabilities

     

    -     

    -     

    -     

    -     

    -     

    -     

                   

    Total liabilities

     

    -     

    -     

    -     

    -     

    135,281,000

    146,281,000 

                   

    Common Stock

     

    -     

    -     

    -     

    -     

    74,380

    114,313 

    Additional paid in capital (net of Offering   costs)

     

    -     

    -     

    -     

    -     

    65,379,620

    100,480,687 

                 

    Total stockholders equity

     

    -     

    -     

    -     

    -     

    65,454,000

    100,595,000 

                   

    Total liabilities and stockholders' equity

    $

    -     

    -     

    -     

    -     

    200,735,000

    246,876,000 

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Balance Sheet
    September 30, 2001
    (unaudited)

  3. The Pro Forma Consolidated Balance Sheet includes the accounts of the Operating Partnership in which the Company has an approximately 99% controlling general partner interest. The Advisor owns the remaining approximately 1% limited partnership common units in the Operating Partnership for which it paid $2,000 and which is reflected as a minority interest.
  4. Additional offering proceeds of $114,313,000, net of additional offering costs of $13,718,000 are reflected as received as of September 30, 2001, prior to the purchase of the properties and are limited to actual offering proceeds received as of January 31, 2002. Offering costs consist principally of registration costs, printing and selling costs, including commissions.
  5. No pro forma assumptions have been made for the additional payment of distributions resulting from the additional proceeds raised.
  6. Subsequent to September 30, 2001, the Company obtained $37,320,000 of financing secured by properties which were previously unencumbered. The pro forma adjustments reflect the use of these proceeds in the acquisition of the properties.
  7. The Company utilized the $37,320,000 of financing proceeds described in (F) and $46,908,000 of existing cash on hand for a total of $84,228,000 to acquire the properties described in (B).

Inland Retail Real Estate Trust, Inc.
Pro Forma Consolidated Statement of Operations
For the nine months ended September 30, 2001
(unaudited)

The following unaudited Pro Forma Consolidated Statement of Operations is presented to effect the acquisition of the properties indicated in Note B of the Notes to the Pro Forma Consolidated Statement of Operations as though they occurred on January 1, 2000.

This unaudited Pro Forma Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been for the nine months ended September 30, 2001, nor does it purport to represent our future financial position. No pro forma adjustments were made for Universal Plaza, the Spartanburg Eckerds, Stonebridge Square, Eisenhower Crossing and West Oaks Phase II as no significant operations had commenced as of September 30, 2001. No pro forma adjustments have been made for any potential property acquisitions as the Company has not received sufficient offering proceeds or obtained firm financing commitments to acquire these properties as of January 31, 2002. The Company believes it will have sufficient cash from additional offering proceeds raised and additional financing proceeds to acquire these properties at the consummation of these transactions. Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Prospectus.

 

 

 

Inland Retail Real Estate Trust, Inc.
Pro Forma Consolidated Statement of Operations
For the nine months ended September 30, 2001
(unaudited)

     

Pro Forma

 
   

Historical

Adjustments

 
   

  (A)  

  (B)  

Pro Forma

         

Rental income

$

18,891,639 

22,246,715 

41,138,354 

Percentage rental income

 

-     

-     

-     

Additional rental income

 

4,234,209 

4,881,215 

9,115,424 

Interest income

 

1,506,613 

-     

1,506,613 

Other income

 

40,489 

-     

40,489 

Gain on sale of investments

 

130,535 

-     

130,535 

         

Total income

 

24,803,485 

27,127,930 

51,931,415 

         

Professional services

 

261,207 

-     

261,207 

General and administrative expenses

 

475,790 

-     

475,790 

Advisor asset management fee (C)

 

-     

566,582 

566,582 

Property operating expenses

 

4,846,385 

4,836,735 

9,683,120 

Management fee (G)

 

1,086,855 

1,181,748 

2,268,603 

Interest expense

 

6,937,005 

10,294,958 

17,231,963 

Acquisition costs expensed

 

116,208 

-     

116,208 

Depreciation (D)

 

5,690,027 

7,044,212 

12,734,239 

Amortization

 

   213,794 

-     

   213,794 

         

Total expenses

 

 19,627,271 

23,924,235 

43,551,506 

         

Net income before comprehensive income

 

5,176,214 

3,203,695 

8,379,909 

         

Unrealized holding loss on investment securities

 

(1,150,882)

-     

(1,150,882)

         

Net income (F)

$

4,025,332 

3,203,695 

7,229,029 

         

Weighted average number of shares of common   stock outstanding (E)

 

18,514,051 

 

29,595,451 

         

Basic and diluted net income per weighted average   shares of common stock outstanding (E)

 

.28 

 

.28 

         








See accompanying notes to pro forma consolidated statement of operations.

Inland Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the nine months ended September 30, 2001
(unaudited)

  1. Historical information represents the historical statement of operations of the Company for the period ended September 30, 2001 as filed with the SEC on Form 10-Q.
  2. Total pro forma adjustments for acquisitions are as though they were acquired January 1, 2000.
  3.            
       

    Columbia

       

    West Oaks

       

    Promenade

    Lowe's

    K Mart

    Town Center

               

    Rental income

    $

    16,770

    113,750 

    113,418

    195,953

    Percentage rental income

     

    -     

    -     

    -     

    -    

    Additional rental income

     

    4,462

    -     

    -    

    44,631

               

    Total income

     

    21,232

    113,750 

    113,418

    240,584

               

    Advisor asset management fee

     

    -     

    -     

    -     

    -     

    Property operating expenses

     

    6,467

    -    

    -    

    57,347

    Management fee

     

    955

    5,118 

    5,103

    10,826

    Interest expense

     

    -     

    -    

    -    

    -     

    Depreciation

     

    -     

    16,083 

    14,416

    59,750

    Amortization

     

    -     

    -    

            -    

    -     

               

    Total expenses

     

    7,422

    21,201 

    19,519

    127,923

               

    Net income

    $

    13,810

    92,549 

    93,899

    112,661

         

    The

       
       

    Sand Lake

    PETsMART

    JoAnn

    Just For

       

    Corners

    Properties

    Fabrics

    Feet

               

    Rental income

    $

    540,134 

    225,237

    115,918

    261,744 

    Percentage rental income

     

    -    

    -    

    -     

    -    

    Additional rental income

     

    101,130 

    -    

    -     

    -    

               

    Total income

     

    641,264 

    225,237

    115,918

    261,744 

               

    Advisor asset management fee

     

    -     

    -    

    -     

    -     

    Property operating expenses

     

    108,743 

    -    

    -     

    -     

    Management fee

     

    28,857 

    11,485

    5,216

    11,778 

    Interest expense

     

    -     

    -    

    -     

    -     

    Depreciation

     

    138,750 

    60,888

    30,638

    89,280 

    Amortization

     

    -     

    -    

    -     

    -     

               

    Total expenses

     

    276,350 

    72,373

    35,865

    101,058 

               

    Net income

    $

    364,914 

    182,864

    80,064

    160,686 

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the nine months ended September 30, 2001
    (unaudited)

     

                 
       

    Skyview

    Chickasaw

         
       

    Plaza

    Trails

    Eckerds

    Citrus Hills

    Steeplechase

                 

    Rental income

    $

    1,642,392

    430,359

    212,567

    436,750

    617,609

    Percentage rental income

     

    -    

    -    

    -    

    -    

    -    

    Additional rental income

     

    425,245

    179,401

    -    

    126,440

    140,071

                 

    Total income

     

    2,067,637

    609,760

    212,567

    563,190

    757,680

                 

    Advisor asset management fee

     

    -     

    -     

    10,605

    22,541

    32,393

    Property operating expenses

     

    423,234

    167,787

    -    

    105,640

    123,091

    Management fee

     

    89,713

    26,359

    9,565

    24,309

    32,790

    Interest expense

     

    -    

    -    

    -    

    -    

    -    

    Depreciation

     

    414,464

    146,041

    40,995

    155,187

    211,860

    Amortization

     

    -    

    -    

    -    

    -    

    -    

                 

    Total expenses

     

    927,411

    340,187

    61,165

    307,677

    400,134

                 

    Net income

    $

    1,140,226

    269,573

    151,402

    255,513

    357,546

                 
       

    Aberdeen

    Brandon

     

    Anderson

     
       

    Square

    Boulevard

    Creekwood

    Central

    Abernathy

                 

    Rental income

    $

    453,953

    783,651

    1,006,458

    1,093,986

    1,654,704

    Percentage rental income

     

    -    

    -    

    -    

    -    

    -     

    Additional rental income

     

    239,567

    154,285

    147,004

    140,944

    558,822

                 

    Total income

     

    693,520

    937,936

    1,153,462

    1,234,930

    2,213,526

                 

    Advisor asset management fee

     

    11,449

    35,528

    88,556

    18,210 

    90,495

    Property operating expenses

     

    208,226

    231,466

    105,392

    134,592 

    499,811

    Management fee

     

    29,798

    41,172

    49,790

    53,771 

    95,603

    Interest expense

     

    -    

    -    

    -    

    629,063 

    -    

    Depreciation

     

    139,356

    220,284

    350,298

    420,345 

    481,221

    Amortization

     

    -    

    -    

    -    

    -     

    -    

                 

    Total expenses

     

    388,829

    528,450

    594,036

    1,255,981 

    1,167,130

                 

    Net income (loss)

    $

    304,691

    409,486

    559,426

    (21,051)

    1,046,396

     

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the nine months ended September 30, 2001
    (unaudited)

               
       

    Thomas

     

    Financing

    Total

       

    Properties

    Total

    Obtained

    Pro Forma

               

    Rental income

    $

    11,847,409 

    22,246,715 

    -     

    22,246,715 

    Percentage rental income

     

    -     

    -     

    -     

    -     

    Additional rental income

     

    2,409,646 

    4,881,215 

    -     

    4,881,215 

               

    Total income

     

    14,257,055 

    27,127,930 

    -     

    27,127,930 

               

    Advisor asset management fee

     

    233,907 

    566,582 

    -     

    566,582 

    Property operating expenses

     

    2,456,713 

    4,836,735 

    -     

    4,836,735 

    Management fee

     

    619,742 

    1,181,748 

    -     

    1,181,748 

    Interest expense

     

    8,179,650 

    8,808,713 

    1,486,245 

    10,294,958 

    Depreciation

     

    3,915,000 

    7,044,212 

    -     

    7,044,212 

    Amortization

     

    -     

    -    

    -     

    -     

               

    Total expenses

     

    15,405,012 

    22,437,990 

    1,486,245 

    23,924,235 

               

    Net income (loss)

    $

    (1,147,957)

    4,689,940 

    (1,486,245)

    3,203,695 

     

     

     

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the nine months ended September 30, 2001
    (unaudited)

     

  4. The advisor asset management fee will be subordinated to the shareholders' receipt of a stated return. The advisor asset management fee has been calculated as .5% of the net average invested assets acquired subsequent to September 30, 2001. No additional advisor asset management fees were assessed for properties acquired at September 30, 2001 because the advisor has determined that no additional advisor asset management fees are due at September 30, 2001 based on the Company's projection of the amount to be subordinated.
  5. Depreciation expense is computed using the straight-line method, based upon an estimated useful life of thirty years for buildings and fifteen years for improvements. The allocation of land, buildings and improvements was based upon values stated in the related appraisal.
  6. The pro forma weighted average shares of common stock outstanding for the nine months ended September 30, 2001 was calculated using the additional shares sold to purchase each of the properties on a weighted average basis plus the 20,000 shares purchased by the Advisor in connection with our organization.
  7. The net income allocable to the minority interest is immaterial, and therefore, has been excluded.
  8. Management fees are calculated as 4.5% of gross revenues.
  9. The pro forma adjustments relating to interest expense were based on the following terms:

Principal

Interest

Maturity

Property

Balance

Rate

Date

       

Anderson Central

11,000,000

7.625%

08/03

Thomas Properties

35,033,000

Prime + .25%

06/02-07/02*

 

100,248,000

LIBOR + 1.85%

06/02-07/02*

Eisenhower Crossing

16,375,000

6.09%

12/11

Aberdeen Square

3,670,000

6.25%

02/07

Skyview Plaza

10,875,000

LIBOR + 1.60%

11/06

Just for Feet

2,000,000

LIBOR + 1.75%

09/06

Chickasaw

4,400,000

6.26%

11/06

183,601,000

* loan may be extended for additional six months

Inland Retail Real Estate Trust, Inc.
Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2000
(unaudited)

The following unaudited Pro Forma Consolidated Statement of Operations is presented to effect the acquisition of the properties indicated in Note B of the Notes to the Pro Forma Consolidated Statement of Operations as though they occurred on January 1, 2000.

This unaudited Pro Forma Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been for the year ended December 31, 2000, nor does it purport to represent our future financial position. The pro forma adjustments for Columbia Promenade and West Oaks Town Center are based on a completion date of October 2000. No pro forma adjustments were made for Universal Plaza, Woodstock Square, the Spartanburg Eckerds, Stonebridge Square, Eisenhower Crossing, Creekwood Crossing, Turkey Creek and West Oaks Phase II as construction was not complete as of December 31, 2000. No pro forma adjustments have been made for any potential property acquisitions as the Company has not received sufficient offering proceeds or obtained firm financing commitments to acquire these properties as of January 31, 2002. The Company believes it will have sufficient cash from additional offering proceeds raised and additional financing proceeds to acquire the properties at the consummation of these transactions. Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Prospectus.

 

 

 

Inland Retail Real Estate Trust, Inc.
Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2000
(unaudited)

     

Pro Forma

 
   

Historical

Adjustments

 
   

  (A)  

  (B)  

Pro Forma

         

Rental income

$

16,349,483 

30,944,891

47,294,374

Percentage rental income

 

-     

114,810

114,810

Additional rental income

 

4,734,088 

5,962,805

10,696,893

Interest income

 

845,013 

-    

845,013

Other income

 

195,329 

-    

195,329

         

Total income

 

22,123,913 

37,022,506

59,146,419

         

Professional services

 

188,295 

-    

188,295

General and administrative expenses

 

448,451 

-    

448,451

Advisor asset management fee (C)

 

120,000 

1,822,038

1,942,038

Property operating expenses

 

5,352,184 

5,815,813

11,167,997

Management fee (G)

 

926,978 

1,619,542

2,546,520

Interest expense

 

8,126,587 

15,294,400

23,420,987

Acquisition costs expensed

 

148,494 

-    

148,494

Depreciation (D)

 

4,581,748 

8,957,978

13,539,726

Amortization

 

      170,662 

64,506

235,168

         

Total expenses

 

  20,063,399 

33,574,277

53,637,676

         

Net income before comprehensive income

 

2,060,514 

3,448,229

5,508,743

         

Unrealized holding loss on investment securities

 

69,896 

-    

69,896

         

Net income (F)

$

1,990,618 

3,448,229

5,438,847

         

Weighted average number of shares of common   stock outstanding (E)

 

8,590,250 

 

26,218,350

         

Basic and diluted net income per weighted average   shares of common stock outstanding (E)

 

.24

 

.21

         










See accompanying notes to pro forma consolidated statement of operations.

Inland Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2000
(unaudited)

  1. Historical information represents the historical statement of operations of the Company for the year ended December 31, 2000 as filed with the SEC on Form 10-K.
  2. Total pro forma adjustments for acquisitions are as though they were acquired January 1, 2000.
  3.      

    Pleasant

    Gateway

       
       

    Conway

    Hill

    Market

    Columbia

     
       

    Plaza

    Square

    Center

    Promenade

    Lowe's

                 

    Rental income

    $

    51,435

    1,011,548 

    956,517 

    100,628

    910,000 

    Percentage rental income

     

    -    

    -    

    -    

    -     

    -     

    Additional rental income

     

        6,690

      174,251 

    179,843 

    25,611

    -     

                 

    Total income

     

      58,125

    1,185,799 

        1,136,360 

    126,239

    910,000 

                 

    Advisor asset management fee

     

    -    

    -    

    -    

    9,172

    47,250 

    Property operating expenses

     

    19,674

    200,289 

    200,881 

    36,957

    -    

    Management fee

     

    3,615

    53,360 

    51,134 

    5,680

    40,950 

    Interest expense (H)

     

    -    

    500,098 

    555,110 

    -     

    -    

    Depreciation

     

    21,500

      360,120 

    270,800 

    61,000

    193,000 

    Amortization

     

            -    

        11,502 

        53,004 

    -     

    -    

                 

    Total expenses

     

       44,789

    1,125,369 

      1,130,929 

    112,809

    281,200 

                 

    Net income

    $

    13,336

    60,430

    5,431

    13,430

    628,800 

             

    The

     
         

    West Oaks

    Sand Lake

    PETsMART

    JoAnn

       

    K Mart

    Town Center

    Corners

    Properties

    Fabrics

                 

    Rental income

    $

    907,350

    133,282

    1,752,143 

    1,020,949

    493,671

    Percentage rental income

     

    57,900

    -    

    -    

    -    

    -    

    Additional rental income

     

    -    

    8,673

    306,229 

    -    

    -    

                 

    Total income

     

    965,250

    141,955

    2,058,372 

    1,020,949

    493,671

                 

    Advisor asset management fee

     

    45,250

    11,978

    111,125 

    48,710

    24,510

    Property operating expenses

     

    -    

    53,773

    395,180 

    -    

    -    

    Management fee

     

    43,436

    6,388

    92,626 

    45,942

    22,215

    Interest expense (H)

     

    -    

    -     

    -     

    -    

    -    

    Depreciation

     

    173,000

    59,750

    555,000 

    243,550

    122,552

    Amortization

     

            -    

    -     

    -     

    -    

    -    

                 

    Total expenses

     

    261,686

    131,889

    1,153,931 

    338,202

    169,277

                 

    Net income

    $

    703,564

    10,066

    904,441 

    682,747

    324,394

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the year ended December 31, 2000
    (unaudited)

     

                 
       

    Just For

    Skyview

    Chickasaw

       
       

    Feet

    Plaza

    Trails

    Eckerds

    Citrus Hills

                 

    Rental income

    $

    392,627

    2,192,467

    768,702

    141,712

    599,731

    Percentage rental income

     

    -    

    -    

    -    

    -    

    -    

    Additional rental income

     

    -    

    787,142

    221,734

    -    

    167,646

                 

    Total income

     

    392,627

    2,979,609

    990,436

    141,712

    767,377

                 

    Advisor asset management fee

     

    19,225

    107,500

    42,875

    7,003

    30,465

    Property operating expenses

     

    -    

    782,121

    210,542

    -    

    146,683

    Management fee

     

    17,668

    129,087

    42,890

    6,377

    33,145

    Interest expense (H)

     

    -    

    -    

    -    

    -    

    -    

    Depreciation

     

    96,125

    537,500

    229,867

    35,013

    153,333

    Amortization

     

    -    

    -    

    -    

    -    

    -    

                 

    Total expenses

     

    133,018

    1,556,208

    526,174

    48,393

    363,626

                 

    Net income

    $

    259,609

    1,423,401

    464,262

    93,319

    403,751

         

    Aberdeen

    Brandon

    Anderson

    Abernathy

       

    Steeplechase

    Square

    Boulevard

    Central

    Square

                 

    Rental income

    $

    805,284

    622,794

    936,118

    1,454,560 

    2,180,835

    Percentage rental income

     

    -    

    20,863

    -    

    -     

    -    

    Additional rental income

     

    205,547

    308,912

    268,699

    167,734 

    559,081

                 

    Total income

     

    1,010,831

    952,569

    1,204,817

    1,622,294 

    2,739,916

                 

    Advisor asset management fee

     

    42,285

    33,375

    47,370

    79,280 

    120,660

    Property operating expenses

     

    187,792

    282,033

    231,675

    117,176 

    482,337

    Management fee

     

    43,736

    41,090

    51,994

    69,900 

    118,343

    Interest expense (H)

     

    -    

    -    

    -    

    838,750 

    -    

    Depreciation

     

    210,000

    166,875

    293,715

    560,464 

    185,814

    Amortization

     

    -    

    -    

    -    

    -     

    -    

                 

    Total expenses

     

    483,813

    523,373

    624,754

    1,665,570 

    907,154

                 

    Net income (loss)

    $

    527,018

    429,196

    580,062

    (43,276)

    1,832,762

     

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the year ended December 31, 2000
    (unaudited)

       

    Thomas

       

    Total

       

    Properties

    Total

    Financing

    Pro Forma

               

    Rental income

    $

    13,512,538 

    30,944,891

    -     

    30,944,891

    Percentage rental income

     

    36,047 

    114,810

    -     

    114,810

    Additional rental income

     

    2,575,013 

    5,962,805

    -     

    5,962,805

               

    Total income

     

    16,123,598 

    37,022,506

    -     

    37,022,506

               

    Advisor asset management fee

     

    994,005 

    1,822,038

    -     

    1,822,038

    Property operating expenses

     

    2,468,700 

    5,815,813

    -     

    5,815,813

    Management fee

     

    699,966 

    1,619,542

    -     

    1,619,542

    Interest expense (H)

     

    11,418,782 

    13,312,740

    1,981,660

    15,294,400

    Depreciation

     

    4,429,000 

    8,957,978

    -     

    8,957,978

    Amortization

     

    -     

    64,506

    -     

    64,506

               

    Total expenses

     

    20,010,453 

    31,592,617

    1,981,660

    33,574,277

               

    Net income (loss)

    $

    (3,886,855)

    5,429,889

    (1,981,660)

    3,448,229

     

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the year ended December 31, 2000
    (unaudited)

    Acquisition of Columbia Promenade

    Reconciliation of Gross Income and Direct Operating Expenses for the period from October 5, 2000 through December 31, 2000 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

     

       

    *As

    Pro Forma

     
       

    Reported

    Adjustments

    Total

    Rental income

    $

    100,628

    -    

    100,628

    Additional rental income

     

    25,611

    -    

    25,611

             

    Total income

     

    126,239

    -    

    126,239

             

    Advisor asset management fee

     

    -    

    9,172 

    9,172

    Property operating expenses

     

    36,957

    -     

    36,957

    Management fees

     

    -    

    5,680 

    5,680

    Depreciation

     

    -    

    61,000 

    61,000

             

    Total expenses

     

    36,957

    78,852 

    112,809

             

    Net income (loss)

    $

    89,282

    (75,852)

    13,430

             

    Acquisition of Lowe's

    This pro forma adjustment reflects the purchase of Lowe's as if the Company had acquired the property as of January 1, 2000, and is based on information provided by the Seller.

       

    Year ended

    Pro Forma

     
       

    12/31/00

    Adjustments

    Total

             

    Rental income

    $

    910,000

    -    

    910,000

             

    Total income

     

    910,000

    -    

    910,000

             

    Advisor asset management fee

     

    -    

    47,250

    47,250

    Property operating expenses

     

    -    

    -    

    -    

    Management fees

     

    -    

    40,950

    40,950

    Depreciation

     

    -    

    193,000

    193,000

             

    Total expenses

     

    -    

    281,200

    281,200

             

    Net income (loss)

    $

    910,000

    (281,200)

    628,800

             

     

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the year ended December 31, 2000
    (unaudited)

     

    Acquisition of K Mart

    This pro forma adjustment reflects the purchase of K Mart as if the Company had acquired the property as of January 1, 2000, and is based on information provided by the Seller.

       

    Year ended

    Pro Forma

     
       

    12/31/00

    Adjustments

    Total

    Rental income

    $

    907,350

    -    

    907,350

    Percentage rental income

     

    57,900

    -    

    57,900

             

    Total income

     

    965,250

    -    

    965,250

             

    Advisor asset management fee

     

    -    

    45,250

    45,250

    Property operating expenses

     

    -    

    -    

    -    

    Management fees

     

    -    

    43,436

    43,436

    Depreciation

     

    -    

    173,000

    173,000

             

    Total expenses

     

    -    

    261,686

    261,686

             

    Net income (loss)

    $

    965,250

    (261,686)

    703,564

             

    Acquisition of West Oaks Towne Center

    Reconciliation of Gross Income and Direct Operating Expenses for the period from October 1, 2000 through December 31, 2000 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

     

       

    *As

    Pro Forma

     
       

    Reported

    Adjustments

    Total

    Rental income

    $

    133,282

    -    

    133,282

    Additional rental income

     

    8,673

    -    

    8,673

             

    Total income

     

    141,955

    -    

    141,955

             

    Advisor asset management fee

     

    -    

    11,978

    11,978

    Property operating expenses

     

    53,773

    -    

    53,773

    Management fees

     

    843

    5,545

    6,388

    Depreciation

     

    -    

    59,750

    59,750

             

    Total expenses

     

    54,616

    77,273

    131,889

             

    Net income (loss)

    $

    87,339

    (77,273)

    10,066

             

     

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the year ended December 31, 2000
    (unaudited)

    Acquisition of Sand Lake Corners

    Reconciliation of Gross Income and Direct Operating Expenses for the year ended December 31, 2000 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

       

    *As

    Pro Forma

     
       

    Reported

    Adjustments

    Total

    Rental income

    $

    1,752,143

    -     

    1,752,143

    Additional rental income

     

    306,229

    -     

    306,229

             

    Total income

     

    2,058,372

    -     

    2,058,372

             

    Advisor asset management fee

     

    -    

    111,125 

    111,125

    Property operating expenses

     

    395,180

    -     

    395,180

    Management fees

     

    7,895

    84,731 

    92,626

    Depreciation

     

    -    

    555,000 

    555,000

             

    Total expenses

     

    403,075

    750,856 

    1,153,931

             

    Net income (loss)

    $

    1,655,297

    (750,856)

    904,441

             

    Acquisition of the PETsMART properties

    This pro forma adjustment reflects the purchase of the three PETsMART properties as if the Company had acquired the properties as of January 1, 2000, and is based on information provided by the Seller.

     

       

    Year ended

    Pro Forma

     
       

    12/31/00

    Adjustments

    Total

             

    Rental income

    $

    1,020,949

    -     

    1,020,949

             

    Total income

     

    1,020,949

    -     

    1,020,949

             

    Advisor asset management fee

     

    -    

    48,710 

    48,710

    Property operating expenses

     

    -    

    -     

    -    

    Management fees

     

    -    

    45,942 

    45,942

    Depreciation

     

    -    

    243,550 

    243,550

             

    Total expenses

     

    -    

    338,202 

    338,202

             

    Net income (loss)

    $

    1,020,949

    (338,202)

    682,747

             

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the year ended December 31, 2000
    (unaudited)

    Acquisition of JoAnn Fabrics

    This pro forma adjustment reflects the purchase of the Jo Ann Fabrics property as if the Company had acquired the properties as of January 1, 2000, and is based on information provided by the Seller.

     

       

    Year ended

    Pro Forma

     
       

    12/31/00

    Adjustments

    Total

             

    Rental income

    $

    493,671

    -     

    493,671

             

    Total income

     

    493,671

    -     

    493,671

             

    Advisor asset management fee

     

    -    

    24,510 

    24,510

    Property operating expenses

     

    -    

    -     

    -    

    Management fees

     

    -    

    22,215 

    22,215

    Depreciation

     

    -    

    122,552 

    122,552

             

    Total expenses

     

    -    

    169,277 

    169,277

             

    Net income (loss)

    $

    493,671

    (169,277)

    324,394

             

    Acquisition of Just For Feet

    This pro forma adjustment reflects the purchase of the Just For Feet property as if the Company had acquired the properties as of January 1, 2000, and is based on information provided by the Seller.

     

       

    Year ended

    Pro Forma

     
       

    12/31/00

    Adjustments

    Total

             

    Rental income

    $

    392,627

    -     

    392,627

             

    Total income

     

    392,627

    -     

    392,627

             

    Advisor asset management fee

     

    -    

    19,225 

    19,225 

    Property operating expenses

     

    -    

    -     

    -     

    Management fees

     

    -    

    17,668 

    17,668 

    Depreciation

     

    -    

    96,125 

    96,125 

             

    Total expenses

     

    -    

    133,018 

    133,018 

             

    Net income (loss)

    $

    392,627

    (133,018)

    259,609 

             

     

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the year ended December 31, 2000
    (unaudited)

    Acquisition of Skyview Plaza

    Reconciliation of Gross Income and Direct Operating Expenses for the year ended December 31, 2000 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

       

    *As

    Pro Forma

     
       

    Reported

    Adjustments

    Total

             

    Rental income

    $

    2,192,467

    -     

    2,192,467

    Additional rental income

     

    676,128

    111,014

    787,142

             

    Total income

     

    2,868,595

    111,014

    2,979,609

             

    Advisor asset management fee

     

    -    

    107,500 

    107,500

    Property operating expenses

     

    782,121

    -     

    782,121

    Management fees

     

    -    

    129,087 

    129,087

    Depreciation

     

    -    

    537,500 

    537,500

             

    Total expenses

     

    782,121

    774,087 

    1,556,208

             

    Net income (loss)

    $

    2,086,474

    (663,073)

    1,423,401

             

    Acquisition of Chickasaw Trails

    Reconciliation of Gross Income and Direct Operating Expenses for the year ended December 31, 2000 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

       

    * As

    Pro Forma

     
       

    Reported

    Adjustments

    Total

             

    Rental income

    $

    768,702

    -     

    768,702

    Additional rental income

     

    184,419

    37,315

    221,734

             

    Total income

     

    953,121

    37,315

    990,436

             

    Advisor asset management fee

     

    -    

    42,875 

    42,875

    Property operating expenses

     

    210,542

    -     

    210,542

    Management fees

     

    -    

    42,890 

    42,890

    Depreciation

     

    -    

    229,867 

    229,867

             

    Total expenses

     

    210,542

    315,632 

    526,174

             

    Net income (loss)

    $

    742,579

    (278,317)

    464,262

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the year ended December 31, 2000
    (unaudited)

    Acquisition of Eckerds

    This pro forma adjustment reflects the purchase of the Eckerds property as if the Company had acquired the properties as of January 1, 2000, and is based on information provided by the Seller.

     

       

    Year ended

    Pro Forma

     
       

    12/31/00

    Adjustments

    Total

             

    Rental income

    $

    141,712

    -     

    141,712

    Additional rental income

     

    -    

    -     

    -    

             

    Total income

     

    141,712

    -     

    141,712

             

    Advisor asset management fee

     

    -    

    7,003 

    7,003

    Property operating expenses

     

    -    

    -     

    -    

    Management fees

     

    -    

    6,377 

    6,377

    Depreciation

     

    -    

    35,013 

    35,013

             

    Total expenses

     

    -    

    48,393 

    48,393

             

    Net income (loss)

    $

    141,712

    (48,393)

    93,319

    Acquisition of Citrus Hills

    Reconciliation of Gross Income and Direct Operating Expenses for the year ended December 31, 2000 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

       

    *As

    Pro Forma

     
       

    Reported

    Adjustments

    Total

    Rental income

    $

    599,731

    -     

    599,731

    Additional rental income

     

    136,821

    30,825

    167,646

             

    Total income

     

    736,552

    30,825

    767,377

             

    Advisor asset management fee

     

    -    

    30,465 

    30,465

    Property operating expenses

     

    146,683

    -     

    146,683

    Management fees

     

    -    

    33,145 

    33,145

    Depreciation

     

    -    

    153,333 

    153,383

             

    Total expenses

     

    146,683

    216,943 

    363,626

             

    Net income (loss)

    $

    589,869

    (186,118)

    403,751

             

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the year ended December 31, 2000
    (unaudited)

    Acquisition of Steeplechase

    Reconciliation of Gross Income and Direct Operating Expenses for the year ended December 31, 2000 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

       

    *As

    Pro Forma

     
       

    Reported

    Adjustments

    Total

    Rental income

    $

    805,284

    -     

    805,284

    Additional rental income

     

    166,622

    38,925 

    205,547

             

    Total income

     

    971,906

    38,925 

    1,010,831

             

    Advisor asset management fee

     

    -    

    42,285 

    42,285

    Property operating expenses

     

    187,792

    -     

    187,792

    Management fees

     

    -    

    43,736 

    43,736

    Depreciation

     

    -    

    210,000 

    210,000

             

    Total expenses

     

    187,792

    296,021 

    483,813

             

    Net income (loss)

    $

    784,114

    (257,096)

    527,018

             

    Acquisition of Aberdeen Square

    Reconciliation of Gross Income and Direct Operating Expenses for the year ended December 31, 2000 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

       

    *As

    Pro Forma

     
       

    Reported

    Adjustments

    Total

    Rental income

    $

    622,794

    -     

    622,794

    Percentage rent

     

    20,863

    -     

    20,863

    Additional rental income

     

    269,466

    39,446 

    308,912

             

    Total income

     

    913,123

    39,446 

    952,569

             

    Advisor asset management fee

     

    -    

    33,375 

    33,375

    Property operating expenses

     

    282,033

    -     

    282,033

    Management fees

     

    -    

    41,090 

    41,090

    Depreciation

     

    -    

    166,875 

    166,875

             

    Total expenses

     

    282,033

    241,340 

    523,373

             

    Net income (loss)

    $

    631,090

    (201,894)

    429,196

             

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the year ended December 31, 2000
    (unaudited)

    Acquisition of Brandon Boulevard

    This pro forma adjustment reflects the purchase of the Eckerds property as if the Company had acquired the properties as of January 1, 2000, and is based on information provided by the Seller.

     

       

    Year ended

    Pro Forma

     
       

    12/31/00

    Adjustments

    Total

             

    Rental income

    $

    936,118

    -     

    936,118

    Additional rental income

     

    219,305

    49,394 

    268,699

             

    Total income

     

    1,155,423

    49,394 

    1,204,817

             

    Advisor asset management fee

     

    -    

    47,370 

    47,370

    Property operating expenses

     

    231,675

    -     

    231,675

    Management fees

     

    -    

    51,994 

    51,994

    Depreciation

     

    -    

    293,715 

    293,715

             

    Total expenses

     

    231,675

    393,079 

    624,754

             

    Net income (loss)

    $

    923,748

    (343,685)

    580,263

     

    Acquisition of Anderson Central

    Reconciliation of Gross Income and Direct Operating Expenses for the year ended December 31, 2000 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

       

    *As

    Pro Forma

     
       

    Reported

    Adjustments

    Total

    Rental income

    $

    1,454,560

    -     

    1,454,560

    Additional rental income

     

    98,544

    69,190 

    167,734

             

    Total income

     

    1,553,104

    69,190 

    1,622,294

    Advisor asset management fee

     

    -    

    79,280 

    79,280

    Property operating expenses

     

    117,176

    -     

    117,176

    Management fees

     

    -    

    69,900 

    69,900

    Interest expense

     

    838,750 

    -     

    838,750

    Depreciation

     

    -    

    560,464 

    560,464

             

    Total expenses

     

    955,926

    709,644 

    1,665,570

             

    Net income (loss)

    $

    597,178

    (640,454)

    (43,276)

     

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the year ended December 31, 2000
    (unaudited)

    Acquisition of Abernathy Square

    Reconciliation of Gross Income and Direct Operating Expenses for the year ended December 31, 2000 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

       

    *As

    Pro Forma

     
       

    Reported

    Adjustments

    Total

    Rental income

    $

    2,180,835

    -     

    2,180,835

    Additional rental income

     

    449,022

    110,059 

    559,081

             

    Total income

     

    2,629,857

    110,059 

    2,739,916

             

    Advisor asset management fee

     

    -    

    120,660 

    120,660

    Property operating expenses

     

    482,337

    -     

    482,337

    Management fees

     

    -    

    118,343 

    118,343

    Depreciation

     

    -    

    185,814 

    185,814

             

    Total expenses

     

    482,337

    424,817 

    907,144

             

    Net income (loss)

    $

    2,147,520

    (314,758)

    1,832,762

             

    Acquisition of the Thomas Properties

    Reconciliation of Gross Income and Direct Operating Expenses for the year ended December 31, 2000 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

       

    *As

    Pro Forma

     
       

    Reported

    Adjustments

    Total

    Rental income

    $

    13,512,538

    -     

    13,512,538 

    Percentage rent

     

    36,047

    -     

    36,047 

    Additional rental income

     

    2,006,213

    568,800 

    2,575,013 

             

    Total income

     

    15,554,798

    568,800 

    16,123,598 

    Advisor asset management fee

     

    -    

    994,005 

    994,005 

    Property operating expenses

     

    2,468,700

    -     

    2,468,700 

    Management fees

     

    -    

    699,966 

    699,966 

    Interest expense

     

    11,418,782

    -     

    11,418,782 

    Depreciation

     

    -    

    4,429,000 

    4,429,000 

             

    Total expenses

     

    13,887,482

    6,122,971 

    20,010,453 

             

    Net income (loss)

    $

    1,667,316

    (5,554,171)

    (3,886,855)

             

    Inland Retail Real Estate Trust, Inc.
    Notes to Pro Forma Consolidated Statement of Operations
    For the year ended December 31, 2000
    (unaudited)

  4. The advisor asset management fee will be subordinated to the shareholders' receipt of a stated return. The advisor asset management fee has been calculated as .5% of the cost of acquisition of properties acquired subsequent to December 31, 2000. No additional advisor asset management fees were assessed for properties acquired at December 31, 2000 because the advisor has determined that no additional advisor asset management fees are due at December 31, 2000, based on the Company's projection of the amount to be subordinated.
  5. Depreciation expense is computed using the straight-line method, based upon an estimated useful life of thirty years for buildings and fifteen years for improvements. The allocation of land, buildings and improvements was based upon values stated in the related appraisal.
  6. The pro forma weighted average shares of common stock outstanding for the year ended December 31, 2000 was calculated using the additional shares sold to purchase each of the properties on a weighted average basis plus the 20,000 shares purchased by the Advisor in connection with our organization.
  7. The net income allocable to the minority interest is immaterial, and therefore, has been excluded.
  8. Management fees are calculated as 4.5% of gross revenues.
  9. The pro forma adjustments relating to interest expense were based on the following terms:

 

Principal

Interest

Maturity

Property

Balance

Rate

Date

       

Pleasant Hill Square

17,120,000

LIBOR + 1.4%

06/05

Gateway market Center

10,425,000

7.94%

08/05

 

5,212,000

LIBOR + 1.9%

08/02

Anderson Central

11,000,000

7.625%

08/03

Thomas Properties

35,033,000

Prime + .25%

06/02-07/02*

 

100,248,000

LIBOR + 1.85%

06/02-07/02*

Eisenhower Crossing

16,3754700

6.09%

12/11

Aberdeen Square

3,670,000

6.25%

02/07

Skyview Plaza

10,875,000

LIBOR + 1.60%

11/06

Just for Feet

2,000,000

LIBOR + 1.75%

09/06

Chickasaw

4,400,000

6.26%

11/06

* loan may be extended for an additional six months.

 

 

 

 

 

 

Independent Auditors' Report

The Board of Directors

Inland Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses (Historical Summary) of Anderson Central ("the Property") for the year ended December 31, 2000. This Historical Summary is the responsibility of the management of Inland Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post Effective Amendment No. 4 of Inland Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of Anderson Central for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

KPMG LLP

 

Chicago, Illinois

December 19, 2001

 

 

 

 

 

Anderson Central

Historical Summary of Gross Income and Direct Operating Expenses

Year ended December 31, 2000

 

 

Gross income:

   

  Base rental income

$

1,454,560

  Operating expense and real estate tax recoveries

 

92,173

  Other income

 

6,371

     

Total gross income

 

1,553,104

     

Direct operating expenses:

   

  Operating expenses

 

21,212

  Real estate taxes

 

81,193

  Insurance

 

14,771

  Interest expense

 

838,750

     

Total direct operating expenses

 

955,926

     

Excess of gross income over direct operating expenses

$

597,178

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Anderson Central

Historical Summary of Gross Income and Direct Operating Expenses

Year ended December 31, 2000

 

  1. Business
  2. Anderson Central ("the Property") is located in Anderson County, South Carolina. The Property consists of 223,221 square feet of gross leasable area and was 100% leased and 99% occupied at December 31, 2000. The Property is leased to one tenant, which account for 82% of the base rental revenue. Inland Real Estate Acquisitions, on behalf of Inland Retail Real Estate Trust, Inc. (IRRETI), has signed a sale and purchase agreement for the purchase of the Property from an unaffiliated third party ("Seller").

  3. Basis of Presentation
  4. The Historical Summary of Gross Income and Direct Operating Expense (Historical Summary) has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post Effective Amendment No. 4 of IRRETI and is not intended to be complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.

     

  5. Gross Income
  6. The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate and insurance costs. Certain of the leases provide for payment of contingent rentals based on a percentage applied to the amount by which the tenants' sales exceed predetermined levels. Certain leases contain renewal options at various periods at various rental rates.

    Base rentals are reported as income over the lease term as they become receivable under the lease provisions. However, when rentals vary from a straight-line basis due to short-term rent abatements or escalating rents during the lease term, the income is recognized based on effective rental rates. Related adjustments increased base rental income by approximately $3,064 for the year ended December 31, 2000.

     

     

     

     

    Anderson Central

    Historical Summary of Gross Income and Direct Operating Expenses

    Year ended December 31, 2000

     

    Minimum rents to be received from tenants under operating leases in effect at December 31, 2000 are as follows:

    Year

     

    Amount

         

    2001

    $

    1,501,817

    2002

     

    1,471,441

    2003

     

    1,378,195

    2004

     

    1,164,387

    2005

     

    1,084,508

    2006

     

    1,021,659

    Thereafter

     

    12,175,892

         
     

    $

    19,797,899

     

  7. Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Costs such as mortgage interest, depreciation, amortization, management fees and professional fees are excluded from the Historical Summary.

IRRETI will assume the outstanding mortgage debt secured by the Property of $11,000,000 in connection with the acquisition. The assumed debt requires interest-only payments (7.625% at December 31, 2000) and matures on September 1, 2003.

 

 

 

 

 

 

 

Independent Auditors' Report

The Board of Directors

Inland Retail Real Estate Trust, Inc.

We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of Abernathy Square ("the Property") for the year ended December 31, 2000. This Historical Summary is the responsibility of the management of Inland Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post Effective Amendment No. 4 of Inland Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of the Property for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

 

KPMG LLP

 

Orange County, California

December 21, 2001

 

 

 

 

 

Abernathy Square

Historical Summary of Gross Income and Direct Operating Expenses

Year ended December 31, 2000

 

 

Gross income:

   

  Base rental income

$

2,180,835

  Operating expense and real estate tax recoveries

 

449,022

     

Total gross income

 

2,629,857

     

Direct operating expenses:

   

  Operating expenses

 

311,848

  Real estate taxes

 

163,310

  Insurance

 

7,179

     

Total direct operating expenses

 

482,337

     

Excess of gross income over direct operating expenses

$

2,147,520

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Abernathy Square

Historical Summary of Gross Income and Direct Operating Expenses

Year ended December 31, 2000

 

  1. Business
  2. Abernathy Square Shopping Center ("the Property") is located in Atlanta, Georgia. It consists of 131,649 square feet of leasable space and was 99% leased and 99% occupied at December 31, 2000. The Property is anchored by one tenant occupying approximately 32% of the Property's total leasable area. Inland Southeast Abernathy, L.L.C. on behalf of Inland Retail Real Estate Trust, Inc. ("IRRETI"), acquired the Property from an unaffiliated third party (Seller) on December 14, 2001.

  3. Basis of Presentation
  4. The Historical Summary of Gross Income and Direct Operating Expense ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post Effective Amendment No. 4 of IRRETI. and is not intended to be complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.

     

  5. Gross Income
  6. The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate and insurance costs. Certain of the leases provide for payment of contingent rentals based on a percentage applied to the amount by which the tenants' sales exceed predetermined levels. Certain leases contain renewal options at various periods at various rental rates.

    Base rentals are reported as income over the lease term as they become receivable under the lease provisions. However, when rentals vary from a straight-line basis due to short-term rent abatements or escalating rents during the lease term, the income is recognized based on effective rental rates. Related adjustments increased base rental income by $38,690 for the year ended December 31, 2000.

     

     

     

     

    Abernathy Square

    Historical Summary of Gross Income and Direct Operating Expenses

    Year ended December 31, 2000

     

    Minimum rents to be received from tenants under operating leases in effect at December 31, 2000 are as follows:

    Year

     

    Amount

         

    2001

    $

    2,139,139

    2002

     

    1,945,754

    2003

     

    1,520,026

    2004

     

    998,237

    2005

     

    655,018

    Thereafter

     

    3,233,556

         
     

    $

    10,491,730

     

  7. Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Costs such as mortgage interest, depreciation, amortization, management fees and professional fees are excluded from the Historical Summary.

The real estate taxes are based upon final tax bills for 2000.

Independent Auditors' Report

 

The Board of Directors
Inland Retail Real Estate Trust, Inc.

We have audited the accompanying Combined Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of The Thomas Properties ("the Properties") for the year ended December 31, 2000. This Historical Summary is the responsibility of the management of Inland Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post Effective Amendment No.4 of Inland Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Properties' revenues and expenses.

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of The Thomas Properties for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America.

Our audit was made for the purpose of forming an opinion on the Historical Summary. The supplementary information included in Schedule 1 is presented for the purposes of additional analysis and is not a required part of the Historical Summary. Such information has been subjected to the auditing procedures applied in the audit of the Historical Summary and, in our opinion, is fairly stated in all material respects in relation to the Historical Summary take as a whole.

KPMG LLP

Chicago, Illinois

January 28, 2002

 

The Thomas Properties

Combined Historical Summary of gross Income and Direct Operating Expenses

December 31, 2000

 

 

 

Gross income:

   

  Base rental income

$

13,512,538

  Percentage rent

 

36,047

  Operating expense and real estate tax recoveries

 

2,000,461

  Other income

 

5,752

     

Total gross income

 

15,554,798

     

Direct operating expenses:

   

  Operating expenses

 

1,212,907

  Real estate taxes

 

1,158,832

  Insurance

 

96,961

  Interest expense

 

11,418,782

     

Total direct operating expenses

 

13,887,482

     

Excess of gross income over direct operating expenses

$

1,667,316

 

 

 

 

 

 

 

 

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

 

 

 

 

 

The Thomas Properties

Combined Historical Summary of gross Income and Direct Operating Expenses

December 31, 2000

  1. Business

The Thomas Properties ("the Properties") consist of the following:

   

Gross

     

Occupancy at

 
   

leasable area

     

December 31, 2000

 

Name

 

(unaudited)

 

Location

 

(unaudited

 
               

Douglasville Pavilion

 

371,000

 

Douglasville, Georgia

 

90%

 
               

Fayetteville Pavilion

 

212,000

 

Fayetteville, North   Carolina

 

100%

 
               

Venture Pointe I

 

236,000

 

Duluth, Georgia

 

83%

 
               

Southlake Pavilion
  (Phase III, IV & V) (a)

 

309,000

 

Morrow, Georgia

 

100%

 
               

Turkey Creek Pavilion'
  (Phase I and II) (b)

 

50,000

 

Knoxville, Tennessee

 

100%

 
               

Sarasota Pavilion

 

260,000

 

Sarasota, Florida

 

100%

 
               

Newnan Pavilion (c)

 

0

 

Newnan, Georgia

 

0

 
               

  1. A portion of Southlake - Phase IV and V was under construction during 2000 and as of December 31, 2000 and excluded in the accompanying Combined Historical Summary of Gross Income and Direct Operating Expenses.
  2. A portion of Turkey Creek - Phase I was under construction during 2000 and as of December 31, 2000 and excluded in the accompanying Combined Historical Summary of Gross Income and Direct Operating Expenses. There was one tenant occupying space beginning in November 2000. Turkey Creek - Phase II was under construction during 2000 and as of December 31, 2000 and excluded in the accompanying Combined Historical Summary of Gross Income and Direct Operating Expenses.
  3. Newnan Pavilion was under construction during 2000 and as of December 31, 2000 and excluded in the accompanying Combined Historical Summary of Gross Income and Direct Operating Expenses.

One tenant leases 7% of the base rental income of the Properties. Inland Retail Real Estate Trust, Inc. (IRRETI) has signed a sale and purchase agreement for the purchase of the Properties from Thomas Enterprises, an unaffiliated party.

  1. Basis of Presentation and Combination
  2. The Combined Historical Summary has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post Effective Amendment No.4 of Inland Retail Real Estate Trust, Inc. and is not intended to be a complete presentation of the Properties' revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Properties to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.

    The Historical Summary represents the combination of the properties described in note 1 since the Properties are all owned by Thomas Enterprise and will be acquired by IRRETI..

    The Thomas Properties

    Combined Historical Summary of gross Income and Direct Operating Expenses

    December 31, 2000

     

  3. Gross Income
  4. The Properties lease retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Properties are reimbursed for common area, real estate, and insurance costs. Certain of the leases provide for payment of contingent rentals based on a percentage applied to the amount by which the tenants' sales exceed predetermined levels. Certain leases contain renewal options at various periods at various rental rates.

    Base rentals are reported as income over the lease term as they become receivable under the lease provisions. However, when rentals vary from a straight-line basis due to short-term rent abatements or escalating rents during the lease term, the income is recognized based on effective rental rates. Related adjustments increased base rental income by approximately $640,199 for the year ended December 31, 2000.

    Minimum rents to be received from tenants under operating leases in effect at December 31, 2000, are as follows:

    Year

       

    Total

           

    2001

     

    $

    14,966,676

    2002

       

    16,471,997

    2003

       

    16,164,718

    2004

       

    15,925,290

    2005

       

    15,414,875

    Thereafter

       

    108,521,911

           

    Total

     

    $

    187,465,467

           

  5. Direct Operating Expenses

Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Properties. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.

The Thomas Properties

Combined Historical Summary of gross Income and Direct Operating Expenses

December 31, 2000

Inland Retail Real Estate Trust, Inc. will assume the following mortgage debt secured by certain of the Properties in connection with the acquisition:

 

           

Name

 

Assumed Mortgage Debt Balance

   

Maturity Date

Interest Rate

             

Douglasville Pavilion

 

20,000,000

   

July 1, 2002

LIBOR + 1.85%

             

Fayetteville Pavilion

 

20,133,000

   

July 1, 2002

LIBOR + 1.85%

             

Venture Pointe I

 

13,333,000

   

June 26, 2002

Prime + .250%

             

Turkey Creek Pavilion

 

13,200,000

   

July 11, 2002

Prime + .250%

             

Sarasota Pavilion

 

28,875,000

   

August 1, 2002

LIBOR + 1.85%

             

Southlake Pavilion

 

39,740,000

   

July 1, 2002

LIBOR + 1.85%

135,281,000

             

 

 

The Thomas Properties

Combined Historical Summary of gross Income and Direct Operating Expenses

For the year ended December 31, 2000

 

 

 

   

Southlake

Fayetteville

Venture

Douglasville

   

Pavilion

Pavilion

Pointe

Pavilion

Gross income:

         

  Base rental income

$

5,593,117

1,325,676 

1,717,313

2,564,348

  Percentage rent

 

-    

-     

35,257

-    

  Operating expense and real estate tax recoveries

 

567,513

184,649 

243,055

423,995

  Other income

 

-    

588 

-    

-    

           

Total gross income

 

6,160,630

1,510,913 

1,995,625

2,988,343

           

Direct operating expenses:

         

  Operating expenses

 

353,871

157,672 

202,456

206,907

  Real estate taxes

 

291,911

119,788 

112,623

230,765

  Insurance

 

35,529

11,277 

17,268

16,690

  Interest expense

 

4,386,303

1,656,897 

1,258,359

1,645,952

           

Total direct operating expenses

 

5,065,614

1,945,634 

1,590,706

2,100,314

           

Excess of gross income over direct operating expenses

$

1,095,016

(434,721)

404,919

888,029

   

Sarasota

Turkey Creek

 
   

Pavilion

Pavilion

Combined

Gross income:

       

  Base rental income

$

2,254,271 

57,813 

13,512,538

  Percentage rent

 

790 

-     

36,047

  Operating expense and real estate tax recoveries

 

566,587 

14,662 

2,000,461

  Other income

 

5,164 

-     

5,752

         

Total gross income

 

2,826,812 

72,475 

15,554,798

         

Direct operating expenses:

       

  Operating expenses

 

279,832 

12,169 

1,212,907

  Real estate taxes

 

401,734 

2,011 

1,158,832

  Insurance

 

17,716 

481 

96,961

  Interest expense

 

2,310,152 

161,119 

11,418,782

         

Total direct operating expenses

 

3,009,434 

175,780 

13,887,482

         

Excess of gross income over direct operating expenses

$

(182,622)

(103,305)

1,667,316

 

 

 

 

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