UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Q Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2004
Or
q Transition Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File #0-28382
Inland Real Estate Corporation
(Exact name of registrant as specified in its charter)
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Maryland |
#36-3953261 |
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(State or other jurisdiction |
(I.R.S. Employer Identification Number) |
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of incorporation or organization) |
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2901 Butterfield Road, Oak Brook, Illinois |
60523 |
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(Address of principal executive office) |
(Zip code) |
Registrant's telephone number, including area code: 630-218-8000
N/A
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Q No q
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes Q No q
As of May 7, 2004, there were 66,129,164 Shares of Common Stock outstanding.
INLAND REAL ESTATE CORPORATION
(a Maryland corporation)
TABLE OF CONTENTS
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Part I |
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Page |
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Item 1. |
Financial Statements |
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3 |
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5 |
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7 |
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8 |
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11 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
27 |
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Item 3. |
45 |
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Item 4. |
45 |
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Part II |
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Item 2. |
46 |
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Item 6. |
Exhibits and Reports on Form 8-K |
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46 |
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47 |
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48 |
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Part I - Financial Statements
Item 1. Financial Statements
INLAND REAL ESTATE CORPORATION
(a Maryland corporation)
Consolidated Balance Sheets
March 31, 2004 and December 31, 2003
Assets
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March 31, 2004 |
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December 31, 2003 |
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Investment properties: |
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Land |
$ |
349,689,424 |
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346,088,070 |
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Construction in progress |
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1,615,940 |
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- |
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Building and improvements |
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931,072,688 |
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920,542,755 |
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1,282,378,052 |
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1,266,630,825 |
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Less accumulated depreciation |
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154,111,920 |
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147,341,377 |
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Net investment properties |
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1,128,266,132 |
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1,119,289,448 |
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Cash and cash equivalents |
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36,831,836 |
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58,388,077 |
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Investment in securities (net of an unrealized gain of $1,538,615 and |
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12,400,201 |
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12,040,689 |
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Assets held for sale (net of accumulated depreciation of $4,953,170 |
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26,926,021 |
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14,443,761 |
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Restricted cash |
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9,089,100 |
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13,329,091 |
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Accounts and rents receivable (net of provision for doubtful accounts |
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33,697,540 |
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30,020,794 |
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Investment in and advances to joint venture |
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- |
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8,392,406 |
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Deposits and other assets |
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9,551,638 |
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1,941,614 |
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Acquired above market lease intangibles (net of accumulated |
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5,588,980 |
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5,772,521 |
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Acquired in-place lease intangibles (net of accumulated amortization |
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12,440,241 |
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10,414,375 |
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Leasing fees (net of accumulated amortization of $1,541,345 and |
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1,965,855 |
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1,990,576 |
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Loan fees (net of accumulated amortization of $5,553,393 and |
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4,223,727 |
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4,632,258 |
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Total assets |
$ |
1,280,981,271 |
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1,280,655,610 |
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See accompanying notes to consolidated financial statements.
INLAND REAL ESTATE CORPORATION
(a Maryland corporation)
Consolidated Balance Sheets
(continued)
March 31, 2004 and December 31, 2003
Liabilities and Stockholders' Equity
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March 31, 2004 |
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December 31, 2003 |
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Liabilities: |
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Accounts payable and accrued expenses |
$ |
1,992,157 |
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1,994,427 |
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Acquired below market lease intangibles (net of accumulated |
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7,802,604 |
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8,154,827 |
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Accrued interest |
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1,922,451 |
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1,809,480 |
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Accrued real estate taxes |
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25,881,738 |
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25,492,747 |
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Distributions payable |
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5,417,604 |
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5,406,012 |
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Security and other deposits |
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2,493,566 |
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2,485,207 |
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Mortgages payable |
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608,683,093 |
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615,511,713 |
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Line of credit |
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135,000,000 |
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135,000,000 |
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Prepaid rents and unearned income |
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3,837,668 |
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3,151,431 |
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Liabilities associated with assets held for sale |
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13,687,403 |
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7,741,868 |
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Other liabilities |
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2,265,490 |
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2,440,372 |
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Total liabilities |
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808,983,774 |
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809,188,084 |
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Minority interest |
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20,714,779 |
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20,973,496 |
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Redeemable common stock relating to Put Agreement (3,932,584 Shares) |
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35,000,000 |
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35,000,000 |
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Stockholders' Equity: |
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Preferred stock, $.01 par value, 6,000,000 Shares authorized; none |
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- |
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- |
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Common stock, $.01 par value, 100,000,000 Shares authorized; |
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620,560 |
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616,600 |
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Additional paid-in capital (net of offering costs of $58,816,092 and |
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596,410,068 |
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592,169,119 |
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Deferred stock compensation |
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(36,000) |
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(48,000) |
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Accumulated distributions in excess of net income |
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(182,250,525) |
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(178,745,454) |
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Accumulated other comprehensive income |
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1,538,615 |
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1,501,765 |
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Total stockholders' equity |
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416,282,718 |
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415,494,030 |
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Commitments and contingencies |
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Total liabilities and stockholders' equity |
$ |
1,280,981,271 |
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1,280,655,610 |
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See accompanying notes to consolidated financial statements.
INLAND REAL ESTATE CORPORATION
(a Maryland corporation)
Consolidated Statements of Operations
For the three months ended March 31, 2004 and 2003
(unaudited)
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Three months |
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Three months |
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Income: |
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Rental income |
$ |
33,461,451 |
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30,280,090 |
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Additional rental income |
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14,518,903 |
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12,374,115 |
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Lease termination income |
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- |
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369,819 |
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Interest income |
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152,626 |
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126,898 |
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Dividend income |
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257,849 |
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273,548 |
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Other income |
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417,698 |
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113,876 |
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48,808,527 |
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43,538,346 |
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Expenses: |
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Professional services |
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215,596 |
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81,442 |
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General and administrative expenses |
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1,461,502 |
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1,091,856 |
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Bad debt expense |
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1,053,172 |
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686,784 |
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Property operating expenses |
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15,267,464 |
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14,187,349 |
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Interest expense |
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10,636,377 |
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9,617,209 |
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Depreciation |
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8,949,508 |
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7,991,161 |
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Amortization |
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525,380 |
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229,413 |
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Acquisition cost expenses |
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35,561 |
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16,383 |
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38,144,560 |
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33,901,597 |
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Income from operations |
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10,663,967 |
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9,636,749 |
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Minority interest |
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(216,358) |
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(180,304) |
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Loss from operations of unconsolidated ventures |
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(100,298) |
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Income before discontinued operations |
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10,447,609 |
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9,356,147 |
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Income from discontinued operations (including gain on sale of |
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1,437,902 |
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518,395 |
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Net income |
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11,885,511 |
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9,874,542 |
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Other comprehensive income: |
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Unrealized gain (loss) on investment securities, net of amounts |
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36,850 |
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(444,449) |
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Comprehensive income |
$ |
11,922,361 |
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9,430,093 |
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See accompanying notes to consolidated financial statements.
INLAND REAL ESTATE CORPORATION
(a Maryland corporation)
Consolidated Statements of Operations
For the three months ended March 31, 2004 and 2003
(unaudited)
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Three months ended |
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Three months ended |
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Income before discontinued operations per common share, basic and diluted |
$ |
.16 |
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.14 |
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Income from discontinued operations per common share, basic and diluted |
$ |
.02 |
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.01 |
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Net income per common share, basic and diluted |
$ |
.18 |
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.15 |
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Weighted average common shares outstanding, basic |
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65,849,672 |
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64,658,652 |
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Weighted average common shares outstanding, diluted |
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65,852,946 |
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64,664,106 |
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See accompanying notes to consolidated financial statements.
INLAND REAL ESTATE CORPORATION
(a Maryland corporation)
Consolidated Statement of Stockholders' Equity
For the three months ended March 31, 2004
(unaudited)
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Number of |
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Common |
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Additional |
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Deferred Stock |
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Accumulated |
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Accumulated |
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Total |
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Balance January 1, 2004 |
61,660,061 |
$ |
616,600 |
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592,169,119 |
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(48,000) |
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(178,745,454) |
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1,501,765 |
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415,494,030 |
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Net income |
- |
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- |
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- |
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- |
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11,885,511 |
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- |
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11,885,511 |
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Other comprehensive income |
- |
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- |
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- |
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- |
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- |
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36,850 |
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36,850 |
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Distributions declared ($.23 for the |
- |
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- |
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- |
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- |
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(15,390,582) |
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- |
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(15,390,582) |
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Proceeds from DRP |
549,641 |
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5,497 |
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5,738,250 |
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- |
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- |
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- |
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5,743,747 |
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Stock compensation |
- |
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- |
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- |
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12,000 |
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- |
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- |
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12,000 |
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Repurchase of shares |
(153,727) |
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(1,537) |
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(1,497,301) |
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- |
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- |
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- |
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(1,498,838) |
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