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 June 30, 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 Number 001-32185
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 No.) |
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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 offices) |
(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 Rule 12b-2 of the Exchange
Act). Yes Q No q
As of August 4, 2004, there were 66,740,212 shares of common stock outstanding.
INLAND REAL ESTATE CORPORATION
(a Maryland corporation)
TABLE OF CONTENTS
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Part I – Financial Information |
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Item 1. |
Financial Statements |
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Consolidated Balance Sheets at June 30, 2004 (unaudited) and December 31, |
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Consolidated Statement of Stockholders' Equity for the six months ended |
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Consolidated Statements of Cash Flows for the six months ended June 30, 2004 |
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11 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of |
26 |
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Item 3. |
43 |
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Item 4. |
44 |
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Part II – Other Information |
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Item 1. |
45 |
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Item 2. |
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
45 |
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Item 3. |
45 |
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Item 4. |
45 |
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Item 5. |
45 |
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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 Information
Item 1. Financial Statements
INLAND REAL ESTATE CORPORATION
(a Maryland corporation)
Consolidated Balance Sheets
June 30, 2004 (unaudited) and December 31, 2003 (audited)
Assets
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June 30, 2004 |
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December 31, 2003 |
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Investment properties: |
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Land |
$ |
348,852,580 |
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346,088,070 |
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Construction in progress |
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1,663,008 |
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- |
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Building and improvements |
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929,943,782 |
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920,542,755 |
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1,280,459,370 |
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1,266,630,825 |
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Less accumulated depreciation |
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160,683,135 |
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147,341,377 |
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Net investment properties |
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1,119,776,235 |
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1,119,289,448 |
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Cash and cash equivalents |
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42,842,921 |
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58,388,077 |
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Investment in securities (net of an unrealized gain of $117,203 and |
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8,275,494 |
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12,040,689 |
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Assets held for sale (net of accumulated depreciation of $6,831,034 |
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36,034,145 |
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14,443,761 |
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Restricted cash |
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7,356,824 |
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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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35,905,464 |
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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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2,035,137 |
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1,941,614 |
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Acquired above market lease intangibles (net of accumulated |
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5,390,186 |
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5,772,521 |
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Acquired in-place lease intangibles (net of accumulated amortization |
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13,211,819 |
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10,414,375 |
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Leasing fees (net of accumulated amortization of $1,629,420 and |
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2,122,135 |
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1,990,576 |
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Loan fees (net of accumulated amortization of $6,265,812 and |
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4,565,399 |
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4,632,258 |
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Total assets |
$ |
1,277,515,759 |
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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)
June 30, 2004 (unaudited) and December 31, 2003 (audited)
Liabilities and Stockholders' Equity
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June 30, 2004 |
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December 31, 2003 |
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Liabilities: |
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Accounts payable and accrued expenses |
$ |
3,895,128 |
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1,994,427 |
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Acquired below market lease intangibles (net of accumulated |
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7,580,714 |
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8,154,827 |
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Accrued interest |
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2,011,202 |
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1,809,480 |
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Accrued real estate taxes |
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25,921,546 |
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25,492,747 |
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Distributions payable |
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5,264,726 |
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5,406,012 |
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Security and other deposits |
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2,481,359 |
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2,485,207 |
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Mortgages payable |
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622,820,276 |
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615,511,713 |
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Line of credit |
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110,000,000 |
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135,000,000 |
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Prepaid rents and unearned income |
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3,217,301 |
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3,151,431 |
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Liabilities associated with assets held for sale, including mortgages |
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20,819,460 |
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7,741,868 |
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Other liabilities |
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2,045,881 |
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2,440,372 |
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Total liabilities |
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806,057,593 |
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809,188,084 |
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Minority interest |
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20,452,541 |
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20,973,496 |
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Redeemable common stock relating to Put Agreement (3,932,584 |
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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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626,153 |
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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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602,384,985 |
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592,169,119 |
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Deferred stock compensation |
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(640,413) |
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(48,000) |
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Accumulated distributions in excess of net income |
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(186,482,303) |
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(178,745,454) |
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Accumulated other comprehensive income |
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117,203 |
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1,501,765 |
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Total stockholders' equity |
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416,005,625 |
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415,494,030 |
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Commitments and contingencies |
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Total liabilities and stockholders' equity |
$ |
1,277,515,759 |
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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 and six months ended June 30, 2004 and 2003
(unaudited)
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Three months |
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Three months |
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Six months |
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Six months |
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Income: |
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Rental income |
$ |
32,813,977 |
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30,669,355 |
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65,994,989 |
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60,546,695 |
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Additional rental income |
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11,870,601 |
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11,507,492 |
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26,224,574 |
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23,783,167 |
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Lease termination income |
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618,366 |
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- |
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618,366 |
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369,819 |
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Interest income |
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212,692 |
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130,674 |
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365,318 |
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257,572 |
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Dividend income |
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224,420 |
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277,139 |
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482,269 |
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550,687 |
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Other income |
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769,746 |
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139,068 |
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1,186,934 |
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252,945 |
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46,509,802 |
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42,723,728 |
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94,872,450 |
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85,760,885 |
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Expenses: |
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Professional services |
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230,983 |
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173,089 |
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446,579 |
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254,531 |
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General and administrative expenses |
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2,002,934 |
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1,441,401 |
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3,464,436 |
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2,533,258 |
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Stock exchange listing expenses |
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739,527 |
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- |
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739,527 |
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- |
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Bad debt expense |
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(743,084) |
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548,080 |
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309,691 |
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1,233,938 |
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Property operating expenses |
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13,552,421 |
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12,597,984 |
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28,603,419 |
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26,551,167 |
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Interest expense |
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10,712,805 |
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9,625,169 |
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21,312,309 |
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19,171,077 |
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Depreciation |
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8,912,897 |
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8,034,921 |
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17,705,501 |
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15,926,209 |
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Amortization |
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579,394 |
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253,243 |
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1,097,681 |
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473,549 |
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Acquisition cost expenses |
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10,282 |
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6,849 |
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45,843 |
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23,232 |
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35,998,159 |
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32,680,736 |
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73,724,986 |
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66,166,961 |
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Income from operations |
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10,511,643 |
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10,042,992 |
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21,147,464 |
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19,593,924 |
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Minority interest |
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(218,117) |
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(177,539) |
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(434,475) |
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(357,843) |
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Loss from operations of unconsolidated ventures |
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- |
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(187,821) |
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- |
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(160,833) |
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Income before discontinued operations |
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10,293,526 |
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9,677,632 |
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20,712,989 |
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19,075,248 |
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Discontinued operations |
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Income from discontinued operations (including gain on sale |
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981,895 |
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406,562 |
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2,447,943 |
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1,010,774 |
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Net income |
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11,275,421 |
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10,084,194 |
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23,160,932 |
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20,086,022 |
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Other comprehensive income: |
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Unrealized gain (loss) on investment securities |
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(1,421,412) |
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837,219 |
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(1,384,562) |
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392,770 |
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Comprehensive income |
$ |
9,854,009 |
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10,921,413 |
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21,776,370 |
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20,478,792 |
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See accompanying notes to consolidated financial statements.
INLAND REAL ESTATE CORPORATION
(a Maryland corporation)
Consolidated Statements of Operations
(continued)
For the three and six months ended June 30, 2004 and 2003
(unaudited)
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Three months |
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Three months |
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Six months |
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Six months |
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Income before discontinued operations per common share, |
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$ |
0.16 |
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0.15 |
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0.31 |
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0.29 |
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Income from discontinued operations per common share, basic |
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$ |
0.01 |
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0.01 |
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0.04 |
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0.02 |
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Net income per common share, basic and diluted |
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$ |
0.17 |
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0.16 |
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0.35 |
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0.31 |
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Weighted average common shares outstanding, basic |
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66,281,126 |
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64,905,475 |
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66,042,288 |
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64,782,608 |
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Weighted average common shares outstanding, diluted |
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66,331,144 |
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64,909,839 |
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66,092,306 |
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