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, 2005
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)
|
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 May 6, 2005, there were 67,228,399 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 March 31, 2005 (unaudited) and December 31, |
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Consolidated Statements of Operations for the three months ended March 31, |
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Consolidated Statement of Stockholders' Equity for the three months ended |
7 |
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Consolidated Statements of Cash Flows for the three months ended March 31, |
8 |
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11 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of |
29 |
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Item 3. |
48 |
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Item 4. |
49 |
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Part II – Other Information |
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Item 1. |
50 |
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Item 2. |
50 |
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Item 3. |
50 |
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Item 4. |
50 |
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Item 5. |
50 |
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Item 6. |
50 |
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52 |
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Part I - Financial Statements
Item 1. Financial Statements
INLAND REAL ESTATE CORPORATION
Consolidated Balance Sheets
March 31, 2005 and December 31, 2004
(In thousands except per share data)
Assets
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March 31, 2005 |
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December 31, 2004 |
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Investment properties: |
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Land |
$ |
331,075 |
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318,361 |
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Construction in progress |
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1,336 |
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1,326 |
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Building and improvements |
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906,705 |
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862,647 |
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1,239,116 |
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1,182,334 |
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Less accumulated depreciation |
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167,116 |
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156,854 |
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Net investment properties |
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1,072,000 |
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1,025,480 |
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Cash and cash equivalents |
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41,133 |
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35,508 |
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Investment in securities (net of an unrealized loss of $126 at March |
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7,233 |
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5,978 |
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Assets held for sale (net of accumulated depreciation of $4,624 and |
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20,934 |
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28,400 |
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Restricted cash |
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5,032 |
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4,226 |
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Accounts and rents receivable (net of provision for doubtful accounts |
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33,666 |
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29,646 |
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Investment in and advances to joint venture |
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39,724 |
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42,789 |
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Deposits and other assets |
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4,103 |
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4,433 |
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Acquired above market lease intangibles (net of accumulated |
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5,781 |
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5,966 |
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Acquired in-place lease intangibles (net of accumulated amortization |
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25,568 |
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18,404 |
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Leasing fees (net of accumulated amortization of $1,326 and |
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2,524 |
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2,467 |
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Loan fees (net of accumulated amortization of $5,084 and |
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4,438 |
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3,795 |
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Total assets |
$ |
1,262,136 |
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1,207,092 |
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The accompanying notes are an integral part of the financial statements.
INLAND REAL ESTATE CORPORATION
Consolidated Balance Sheets (continued)
March 31, 2005 and December 31, 2004
(In thousands except per share data)
Liabilities and Stockholders' Equity
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March 31, 2005 |
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December 31, 2004 |
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Liabilities: |
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Accounts payable and accrued expenses |
$ |
3,306 |
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4,341 |
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Acquired below market lease intangibles (net of accumulated |
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9,500 |
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7,456 |
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Accrued interest |
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2,449 |
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2,282 |
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Accrued real estate taxes |
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24,521 |
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22,520 |
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Dividends payable |
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5,261 |
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5,537 |
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Security and other deposits |
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2,377 |
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2,318 |
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Mortgages payable |
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634,001 |
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596,125 |
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Line of credit |
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100,000 |
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85,000 |
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Prepaid rents and unearned income |
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3,764 |
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4,073 |
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Liabilities associated with assets held for sale, including mortgages |
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4,173 |
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4,035 |
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Other liabilities |
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806 |
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971 |
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Total liabilities |
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790,158 |
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734,658 |
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Minority interest |
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19,731 |
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19,942 |
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Stockholders' Equity: |
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Preferred stock, $.01 par value, 6,000 Shares authorized; none |
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- |
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- |
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Common stock, $.01 par value, 100,000 Shares authorized; |
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672 |
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670 |
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Additional paid-in capital (net of offering costs of $58,816) |
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645,877 |
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644,278 |
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Deferred stock compensation |
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(538) |
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(580) |
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Accumulated distributions in excess of net income |
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(193,638) |
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(191,990) |
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Accumulated other comprehensive income |
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(126) |
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114 |
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Total stockholders' equity |
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452,247 |
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452,492 |
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Commitments and contingencies |
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Total liabilities and stockholders' equity |
$ |
1,262,136 |
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1,207,092 |
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The accompanying notes are an integral part of the financial statements.
INLAND REAL ESTATE CORPORATION
Consolidated Statements of Operations
For the three months ended March 31, 2005 and 2004 (unaudited)
(In thousands except per share data)
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Three months |
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Three months |
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Revenues: |
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Rental income |
$ |
31,603 |
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33,149 |
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Tenant recoveries |
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13,302 |
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14,344 |
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Lease termination income |
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54 |
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- |
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Other property income |
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169 |
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155 |
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Total revenues |
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45,128 |
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47,648 |
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Expenses: |
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Property operating expenses |
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7,930 |
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6,917 |
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Real estate tax expense |
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7,818 |
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8,125 |
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Bad debt expense |
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326 |
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1,053 |
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Depreciation and amortization |
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9,439 |
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9,301 |
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Stock exchange listing expenses |
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62 |
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- |
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General and administrative expenses |
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2,011 |
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1,713 |
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Total expenses |
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27,586 |
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27,109 |
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Operating income |
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17,542 |
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20,539 |
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Other income |
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660 |
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673 |
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Interest expense |
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(10,183) |
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(10,588) |
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Minority interest |
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(254) |
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(216) |
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Equity in earnings of unconsolidated joint ventures |
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991 |
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- |
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Income from continuing operations |
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8,756 |
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10,408 |
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Discontinued operations: |
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Income from discontinued operations (including lease termination |
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5,349 |
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1,477 |
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Net income available to common stockholders |
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14,105 |
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11,885 |
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Other comprehensive income: |
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Unrealized gain (loss) on investment securities |
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(240) |
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37 |
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Comprehensive income |
$ |
13,865 |
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11,922 |
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The accompanying notes are an integral part of the financial statements.
INLAND REAL ESTATE CORPORATION
Consolidated Statements of Operations
For the three months ended March 31, 2005 and 2004 (unaudited)
(In thousands except per share data)
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Three months ended |
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Three months ended |
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Basic and diluted earnings available to common shares per weighted |
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Income from continuing operations |
$ |
0.13 |
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0.16 |
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Discontinued operations |
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0.08 |
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0.02 |
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Net income available to common stockholders per weighted average |
$ |
0.21 |
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0.18 |
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Weighted average number of common shares outstanding – basic |
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67,065 |
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65,850 |
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Weighted average number of common shares outstanding – diluted |
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67,114 |
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65,853 |
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The accompanying notes are an integral part of the financial statements.
INLAND REAL ESTATE CORPORATION
Consolidated Statement of Stockholders' Equity
For the three months ended March 31, 2005
(Dollars in thousands, except per share data)
(unaudited)
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Three months ended |
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Number of shares |
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Balance at beginning of period |
$ |
67,025 |
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Shares issued from DRP |
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153 |
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Stock compensation |
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- |
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Exercise of stock options |
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8 |
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Repurchase of fractional shares |
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(2) |
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Balance at end of period |
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67,184 |
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Common Stock |
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Balance at beginning of period |
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670 |
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Proceeds from DRP |
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2 |
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Stock compensation |
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- |
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Exercise of stock options |
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- |
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Repurchase of fractional shares |
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- |
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Balance at end of period |
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672 |
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Additional Paid-in capital |
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Balance at beginning of period |
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644,278 |
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Proceeds from DRP |
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1,540 |
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Stock compensation |
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- |
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Exercise of stock options |
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78 |
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Repurchase of fractional shares |
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(19) |
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Balance at end of period |
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645,877 |
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Deferred stock compensation |
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Balance at beginning of period |
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(580) |
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Stock compensation |
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- |
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Amortization of stock compensation |
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42 |
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Balance at end of period |
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(538) |
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Accumulated distributions in excess of net income |
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Balance at beginning of period |
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(191,990) |
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Net income available to common stockholders |
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14,105 |
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Distributions declared ($0.23, in the aggregate for the three months ended |
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(15,753) |
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Balance at end of period |
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(193,638) |
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Accumulated other comprehensive income |
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Balance at beginning of period |
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114 |
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Other comprehensive loss |
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(240) |
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Balance at end of period |
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(126) |
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Total stockholders' equity |
$ |
452,247 |
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The accompanying notes are an integral part of these financial statements
INLAND REAL ESTATE CORPORATION
Consolidated Statements of Cash Flows
For the three months ended March 31, 2005 and 2004 (unaudited)
(In thousands)
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Three months |
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Three months |
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Cash flows from operating activities: |
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Net income |
$ |
14,105 |
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11,885 |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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9,439 |
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9,475 |
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Non-cash charges associated with discontinued operations |
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4 |
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27 |
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Amortization of deferred stock compensation |
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42 |
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12 |
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Amortization on acquired above market lease intangibles |
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256 |
|
201 |
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Amortization on acquired below market lease intangibles |
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(447) |
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(352) |
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Gain on sale of investment properties |
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- |
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(873) |
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Minority interest |
|
254 |
< |