424B3 1 sup10.htm Filed pursuant to 424(b)(3)

Filed pursuant to 424(b)(3)
Registration #333-85666

SUPPLEMENT NO. 10, DATED OCTOBER 23, 2002
TO THE PROSPECTUS DATED JUNE 7, 2002
OF INLAND RETAIL REAL ESTATE TRUST, INC.

We are providing this Supplement No. 10 to you in order to supplement our prospectus. This supplement, dated October 23, 2002 to our prospectus dated June 7, 2002, updates information in the "Real Property Investments," "Distribution Reinvestment and Share Repurchase Programs," and "Plan of Distribution" sections of our prospectus. This Supplement No. 10 supplements, modifies or supersedes certain information contained in our prospectus, Supplement No. 9 dated September 30, 2002, Supplement No. 8 dated September 19, 2002 and Supplement No. 7 dated September 6, 2002, (which superseded Supplement No. 6 dated August 27, 2002, Supplement No. 5 dated August 16, 2002, Supplement No. 4 dated July 25, 2002, Supplement No. 3 dated July 17, 2002, Supplement No. 2 dated July 2, 2002 and Supplement No. 1 dated June 18, 2002), and must be read in conjunction with our prospectus.

 

Real Property Investments

The discussion under this section, which starts on page 92 of our Prospectus, is modified and supplemented by the following information regarding properties that we have acquired.

The following table provides information regarding the properties we have acquired since September 30, 2002, the date of our last supplement. We purchased these properties from unaffiliated third parties. We purchased these properties with our own funds. However, we expect to place financing on the properties at a later date.

Property

Type

Year Built

Date Acquired

Approx. Acquisition Costs, including expenses       *      

Gross Leasable Area 
(Sq. Ft.)

Physical Occupancy
as of 10/21/02
      (%)      

No. of Tenants

Major Tenants

Golden Gate
Golden Gate Drive and   Cornwallis Drive
Greensboro, NC

NC

1962/2002

10/21/02

$10,680,000

153,113

95

23

Harris Teeter
Food Lion
Staples

Southwood Plantation
Capital Circle and Blair   Stone Road
Tallahassee, FL

D

To be built

Land Acquired 10/18/02

$1,187,000

62,771

N/A

--

--

* Our acquisition costs may increase by additional costs, which have not yet been finally determined. We expect any additional costs to be insignificant.

NC Neighborhood Center

 D Development Project


Potential Property Acquisitions

We are currently considering acquiring the following properties. Our decision to acquire each property will generally depend upon

  • no material adverse change occurring in the property, the tenants or the local economic conditions;
  • our receipt of sufficient net proceeds from this offering to make these acquisitions or sufficient availability of credit; and
  • our receipt of satisfactory due diligence information including appraisals, environmental reports and lease information.

Other properties may be identified in the future that we may acquire before or instead of these properties. We cannot guarantee that we will complete these acquisitions.

In evaluating each 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 the properties are well located, have acceptable roadway access, attract high-quality tenants, are well maintained and have been professionally managed. The properties will be subject to competition from similar shopping centers within their market area, and their 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 these properties.

We anticipate purchasing the following properties from unaffiliated third parties. We intend to purchase these properties with our own funds unless noted otherwise. However, we expect to place financing on the properties at a later date.

Year

Estimated Acquisition Costs including

Gross Leasable Area

Physical Occupancy As of 9/30/02

No. of

Property

Type

Built

expenses *

(Sq. Ft.)

(%)

Tenants

Major Tenants

River Ridge Shopping   Center
US Hwy 280 and   Riverview Parkway
Birmingham, AL

NC

2001

$29,806,000

148,562

100

12

Best Buy
Staples
Linens N' Things
Cost Plus

               

North Aiken Bi-Lo   Center
Rutland Drive and York   Street
Aiken, SC

NC

2002

$5,750,000

59,263

100

7

Bi-Lo Grocery Store
Dollar General

               

Comp USA Retail Center
12135 Jefferson Avenue
Newport News, VA

NC

1999

$7,300,000

47,104

100

2

CompUSA
Cost Plus

               

Dollar General   Distribution Center
3207 Philpot Road
South Boston, VA

DC

1997

$57,586,000

1,200,000

100

1

Dollar General

               

Rainbow Foods Store

             

  8800 Lakeview    Parkway
  Rowlett, TX

SU

1995

$4,606,000

63,117

100

1

Rainbow Foods

               

Year

Estimated Acquisition Costs including

Gross Leasable Area

Physical Occupancy As of 9/30/02

No. of

Property

Type

Built

expenses *

(Sq. Ft.)

(%)

Tenants

Major Tenants

Manekin Portfolio (2)

             

Duvall Village
4825 Glenn Dale Road
Bowie, MD

NC

2001

$13,026,000 (1)

85,521

100

13

Super Fresh A&P

               

Harundale Plaza
7440 Ritchie Highway
Glen Burnie, MD

NC

1960/1999

$24,724,000

220,629

100

18

Super Fresh A&P
Value City
A.J. Wright

               

North American   Portfolio (2)

             

Lakewood Ranch   Gateway North
1755 Lakewood Ranch   Gateway Boulevard
Bradenton, FL

NC

2001

$8,000,000

69,472

98

16

Publix Supermarket

               

The Market Place at Mill   Creek

             

  Phase I
  Phase II
1695 Mall of Georgia   Boulevard
Buford, GA

NC
NC

2000/2001
2002/2003

$52,800,000

202,372
194,629

96
--

9
--

Toys 'R Us
Borders
Linens "n Things
Michaels
Office Max

               

Stonecrest Marketplace
8150 Mall Parkway
Lithonia, GA

NC

2002

$35,750,000

263,399

93

19

Babies R Us
Linens 'N Things
Ross Dress
Marshalls

* Our acquisition costs may increase by additional costs, which have not yet been finally determined. We expect any additional costs to be insignificant.

  1. As part of the purchase of this property, we will assume the modified existing debt with a remaining balance of approximately $9,500,000. The loan will require monthly interest payments based on an annual rate of 7.04% and matures in 2012.
  2. We expect to acquire all the properties relating to each portfolio.

SU Single User Retail Property

NC Neighborhood and Community Retail Shopping Center

DC Distribution Center


Distribution Reinvestment and Share Repurchase Programs

The following replaces information contained on page 198 of the prospectus under the heading "Share Repurchase Program".

The prices at which shares may be sold back to us are as follows:

  • One year from the purchase date, the investor may liquidate at $9.25 per share;
  • Two years from the purchase date, the investor may liquidate at $9.50 per share;
  • Three years from the purchase date, the investor may liquidate at $9.75 per share;
  • Four years from the purchase date, the investor may liquidate at $10.00 per share.

Plan of Distribution

The following new subsection is inserted at the end of this section on page 192 our prospectus.

Update

As of January 31, 2001, we had sold 13,687,349 shares in our first offering resulting in gross proceeds of $136,454,948. In addition, we received $200,000 from our advisor for 20,000 shares. Inland Securities Corporation, an affiliate of our advisor, served as dealer manager of this offering and was entitled to receive selling commissions and certain other fees, as discussed further in our prospectus. As of January 31, 2001, we had incurred $11,588,024 of commissions and fees payable to Inland Securities Corporation, which results in our receipt of $125,066,924 of net proceeds from the sale of those 13,687,349 shares. As of January 31, 2001 the first offering terminated. Our second offering began February 1, 2001. As of August 29, 2002, we had sold 50,000,000 shares in our second offering resulting in gross proceeds of $497,842,917, thereby completing the second offering. Inland Securities Corporation also served as dealer manager of this offering and was entitled to receive selling commissions and certain other fees, as discussed further in our prospectus. As of August 29, 2002, we had incurred $42,631,670 of commissions and fees payable to Inland Securities Corporation, which results in our receipt of $455,011,247 of net proceeds from the sale of those 50,000,000 shares. Our third offering began June 7, 2002. As of October 22, 2002, we had sold 32,028,443 shares in our third offering, resulting in gross proceeds of $319,770,458. Inland Securities Corporation also serves as dealer manager of this offering and is entitled to receive selling commissions and certain other fees, as discussed further in our prospectus. As of October 22, 2002, we had incurred $28,735,245 of commissions and fees payable to Inland Securities Corporation, which results in our receipt of $291,035,213 of net proceeds from the sale of those 32,028,443 shares. An additional 2,380,310 shares have been sold pursuant to our Distribution Reinvestment Program as of October 22, 2002, for which we have received additional net proceeds of $22,612,941. As of October 22, 2002, we had repurchased 324,856 shares through our Share Repurchase Program resulting in disbursements totaling $3,009,946. As a result, our net offering proceeds from all offerings total approximately $896,736,270 as of October 22, 2002, including amounts raised through our Distribution Reinvestment Program, net of shares, repurchased through our Share Repurchase Program.

We also pay an affiliate of our advisor, which is owned principally by individuals who are affiliates of Inland, fees to manage and lease our properties. For the six months ended June 30, 2002, we have incurred and paid property management fees of $2,010,694. For the years ended December 31, 2001 and 2000, we have incurred and paid property management fees of $1,605,491 and $926,978, respectively. Our advisor was entitled to receive an annual asset management fee of not more than 1% of our average invested assets, to be paid quarterly until August 1, 2001. Thereafter, our advisor may receive an annual asset management fee of not more than 1% of our net asset value, to be paid quarterly. For the six months ended June 30, 2002, we had incurred and paid $1,847,000 of such fees. For the year ended December 31, 2001, no such fees were accrued or paid. For the year ended December 31, 2000, we had incurred and paid $120,000 of such fees. We may pay expenses associated with property acquisitions of up to .5% of the proceeds that we raise in this offering but in no event will we pay acquisition expenses on any individual property that exceeds 6% of its purchase price. Acquisition expenses totaling approximately $5,489,000 are included in the purchase prices we have paid for all our properties purchased through October 22, 2002. As of October 22, 2002, we had invested approximately $576,951,000 in properties that we purchased for an aggregate purchase price of approximately $1,093,695,000, and we had invested approximately $46,475,000 in two notes receivable from developers of two shopping centers. After expenditures for organization and offering expenses and acquisition expenses, establishing appropriate reserves and the acquisition of the properties described above, as of October 22, 2002, we had net offering proceeds of approximately $270,000,000 available for investment in additional properties. As of October 22, 2002, we have committed to the acquisition of an additional $630,000,000 in properties. We believe we will have sufficient resources available from offering proceeds and financing proceeds to acquire these properties.