CURRENT REPORT

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

Date of Report: May 15, 2000
(Date of earliest event reported)

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

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)

We filed a Form 8-K dated May 15, 2000 on May 26, 2000 with regard to the acquisition of Pleasant Hill without the requisite financial information. Accordingly we are filing this Form 8-K/A to include that financial information.

Item 7. Financial Statements and Exhibits

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.

1. The historical column represents our Consolidated Balance Sheet as of March 31, 2000. As of March 31, 2000, the Company had sold 6,738,872 Shares to the public resulting in gross proceeds of $67,169,026 and an additional 79,684 Shares pursuant to the DRP for $756,998 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.
2. The pro forma adjustments reflect the acquisition of the following properties:

	Pleasant	Gateway	Total
	Hill	Market	Pro Forma
	Square	Center	Adjustments
Assets
Net investment in properties	$34,341,500	21,004,166	55,345,666
Cash	-	(2,577,599)	(2,577,599)
Restricted cash	425,292	-	452,292
Other assets	139,400	125,780	265,180
Total assets	$34,933,192	18,552,347	53,485,539
Liabilities and Stockholders' Equity
Accrued real estate taxes	30,766	91,657	122,423
Security deposits	13,641	3,690	17,331
Mortgages payable	17,120,000	15,637,000	32,757,000
Other liabilities	452,292	2,820,000	3,272,292
Total liabilities	17,616,699	18,552,347	36,169,046
Common Stock	20,135	-	20,135
Additional paid in capital (net of   Offering costs)	17,296,358	-	17,296,358
Total stockholders equity	17,316,493	-	17,316,493
Total liabilities and stockholders'   equity	$34,933,192	18,552,347	53,485,539

 

Inland Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Balance Sheet
March 31, 2000
(unaudited)(continued)

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. Represents the first mortgage loans assumed and originated in conjunction with the acquisition of properties. These mortgage loans with an aggregate principal balance of approximately $122,539,000 are payable to third parties at interest rates ranging from 6.9% to 8.53% per annum and have maturities ranging from September 2000 to November 2008.
5. Represents real estate tax and insurance escrows held.
6. Additional offering proceeds of $20,135,000 net of offering costs of $2,818,507 are reflected as received as of March 31, 2000. Offering costs consist principally of registration costs, printing and selling costs, including commissions.

1. Historical information represents the historical statement of operations of the Company for the three months ended March 31, 2000 as filed with the SEC on Form 10-Q.
2. Total pro forma adjustments for acquisitions are as though they were acquired January 1, 1999.

		Pleasant	Gateway
	Conway	Hill	Market	Total
	Plaza	Square	Center	Pro Forma
Rental income	51,435	641,547	429,615	1,122,597
Percentage rental income	-	-	-	-
Additional rental income	6,690	102,542	95,130	204,362
Total income	58,125	744,089	524,745	1,326,959
Advisor asset management fee	10,600	42,800	26,000	79,400
Property operating expenses	19,674	117,865	127,532	265,071
Management fee	3,615	33,484	23,613	60,712
Interest expense	-	322,284	275,365	597,649
Depreciation	21,500	270,150	125,000	416,650
Total expenses	55,389	786,583	577,510	1,419,482
Net income (loss)	2,736	(42,494)	(52,765)	(92,523)

3. The advisor asset management fee has been calculated as .5% of the cost of acquisition of the properties.
4. 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.
5. The pro forma weighted average shares of common stock outstanding for the period ended March 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.
6. The net income (loss) allocable to the minority interest is immaterial, and therefore, has been excluded.
7. Management fees are calculated as 4.5% of gross revenues.

 

 

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

8. As part of the acquisition of certain of these properties, the Company assumed existing debt. The pro forma adjustments relating to interest expense were based on the following terms:

1. Historical information represents the historical statement of operations of the Company for the year ended December 31, 1999 as filed with the SEC on Form 10-K.
2. Total pro forma adjustments for acquisitions are as though they were acquired January 1, 1999.

	Lake	Merchants	Town	Lake	Boynton
	Walden	Square	Center	Olympia	Commons
Rental income	$ 571,000	245,000	359,529	567,413	1,387,674
Percentage rental income	-	-	-	-	-
Additional rental income	183,000	122,555	91,961	149,668	364,195
Total income	754,000	367,555	451,490	717,081	1,751,869
Advisor asset management fee	72,900	28,700	48,300	49,100	152,200
Property operating expenses	186,165	90,189	84,921	161,885	517,421
Management fee	33,930	16,540	20,317	32,269	82,266
Interest expense	286,988	133,720	266,000	326,312	922,360
Depreciation	149,186	80,173	121,687	182,114	459,802
Total expenses	729,169	349,322	541,225	751,680	2,134,049
Net income (loss)	24,831	18,233	(89,735)	(34,599)	(382,180)
			Countryside
	Bridgewater	Bartow	Shopping	Casselberry	Conway
	Marketplace	Marketplace	Center	Commons	Plaza
Rental income	279,320	1,747,468	648,397	1,790,825	483,054
Percentage rental income	-	63,717	-	-	-
Additional rental income	74,564	82,535	127,579	571,837	98,614
Total income	353,884	1,893,720	775,976	2,362,662	581,668
Advisor asset management fee	30,000	122,000	43,000	89,500	42,500
Property operating expenses	86,821	41,168	198,943	650,051	172,708
Management fee	15,925	85,217	34,919	106,319	26,175
Interest expense	222,748	946,772	399,280	1,098,318	-
Depreciation	122,089	488,010	227,448	405,687	258,083
Total expenses	477,583	1,683,167	903,590	2,349,875	499,466
Net income (loss)	(123,699)	210,553	(127,614)	12,787	82,202

 

Inland Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the year ended December 31, 1999
(unaudited)

 

	Pleasant	Gateway
	Hill	Market	Total
	Square	Center	Pro Forma
Rental income	2,345,409	777,273	11,202,362
Percentage rental income	-	21,812	85,529
Additional rental income	430,874	241,003	2,538,385
Total income	2,776,283	1,040,088	13,826,276
Advisor asset management fee	171,200	104,000	953,400
Property operating expenses	495,461	306,611	2,992,344
Management fee	124,932	46,803	625,612
Interest expense	1,289,136	1,101,458	6,993,092
Depreciation	1,074,420	500,000	4,068,699
Total expenses	3,155,149	2,058,872	15,633,147
Net income (loss)	(378,866)	(1,018,784)	(1,806,871)

 

Inland Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the year ended December 31, 1999
(unaudited)

Acquisition of Conway Plaza, Orlando, Florida

Reconciliation of Gross Income and Direct Operating Expenses for the year ended December 31, 1999 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

Conway Plaza

	*As	Pro Forma
	Reported	Adjustments	Total
Rental income	$ 483,054	-	483,054
Additional rental income	98,614	-	98,614
Total income	581,668	-	581,668
Advisor asset management fee	-	42,500	42,500
Property operating expenses	172,708	-	172,708
Management fees	25,929	246	26,175
Depreciation	-	258,083	258,083
Total expenses	198,637	300,829	499,466
Net income (loss)	$ 383,031	(300,829)	82,202

Acquisition of Pleasant Hill Square, Duluth, Georgia

Reconciliation of Gross Income and Direct Operating Expenses for the year ended December 31, 1999 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

Pleasant Hill Square

	*As	Pro Forma
	Reported	Adjustments	Total
Rental income	$ 2,345,409	-	2,345,409
Additional rental income	430,874	-	430,874
Total income	2,776,283	-	2,776,283
Advisor asset management fee	-	171,200	171,200
Property operating expenses	495,461	-	495,461
Management fees	72,079	52,853	124,932
Interest expense	-	1,289,136	1,289,136
Depreciation	-	1,074,420	1,074,420
Total expenses	567,540	2,587,609	3,155,149
Net income (loss)	$ 2,208,743	(2,587,609)	(378,866)

 

Inland Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the year ended December 31, 1999
(unaudited)

Acquisition of Gateway Market Center, St. Petersburg, Florida

Reconciliation of Gross Income and Direct Operating Expenses for the year ended December 31, 1999 prepared in accordance with Rule 3.14 of Regulation S-X (*) to the Pro Forma Adjustments:

Gateway Market Center

	*As	Pro Forma
	Reported	Adjustments	Total
Rental income	$ 777,273	-	777,273
Percentage rental income	21,812	-	21,812
Additional rental income	241,003	-	241,003
Total income	1,040,088	-	1,040,088
Advisor asset management fee	-	104,000	104,000
Property operating expenses	306,611	-	306,611
Management fees	51,157	(4,354)	46,803
Interest expense	-	1,101,458	1,101,458
Depreciation	-	500,000	500,000
Total expenses	357,768	1,701,104	2,058,872
Net income (loss)	$ 682,320	(1,701,104)	(1,018,784)

Several tenants, including two anchor tenants, executed leases during 1999 for new or additional space. In addition, one additional anchor tenant executed a new lease with anticipated occupancy to occur in 2000. As a result, subsequent years base rent and recovery income may differ from the amounts reflected above.

 

Inland Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the year ended December 31, 1999
(unaudited)

3. The advisor asset management fee has been calculated as .5% of the cost of acquisition of the properties.
4. 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.
5. The pro forma weighted average shares of common stock outstanding for the year ended December 31, 1999 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.
6. The net income (loss) allocable to the minority interest is immaterial, and therefore, has been excluded.
7. Management fees are calculated as 4.5% of gross revenues.
8. As part of the acquisition of certain of these properties, the Company assumed existing debt. The pro forma adjustments relating to interest expense were based on the following terms:

1. Business

Pleasant Hill Shopping Center (Pleasant Hill) is located in Duluth, Georgia. It consists of approximately 221,400 square feet of gross leasable area and was 97% leased and occupied at December 31, 1999. Pleasant Hill has 20 tenant spaces and seven anchor tenants occupying 80% of the total leasable area. Inland Retail Real Estate Trust, Inc. has signed a sale and purchase agreement for the purchase of Pleasant Hill from an unaffiliated third party with an anticipated closing date of May 2000.

2. Basis of Presentation

The Historical Summary of Gross Income and Direct Operating Expenses (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 the Post Effective Amendment No. 4 to Form S-11 of Inland Retail Real Estate Trust, Inc. and is not intended to be a complete presentation of Pleasant Hill's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of Pleasant Hill 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.

3. Gross Income

Pleasant Hill leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. Certain of the leases include provisions under which Pleasant Hill is reimbursed for common area costs, real estate taxes, trash removal, water & sewer and insurance costs. Certain of the leases contain renewal options for 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 $65,758 for the year ended December 31, 1999.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pleasant Hill Shopping Center
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the Year ended December 31, 1999

 

Minimum rents to be received from tenants under operating leases in effect or executed at December 31, 1999, are as follows:

Year	Amount
2000	$ 2,566,188
2001	2,529,609
2002	2,484,992
2003	2,373,780
2004	2,384,905
Thereafter	10,748,781
	$23,088,255

4. Direct Operating Expenses

1. Business

Gateway Market Center (Gateway) is located in St. Petersburg, Florida. It consists of approximately 231,500 square feet of gross leasable area and was 99% leased and 82% leased and occupied at December 31, 1999. Gateway has four anchor tenants, which occupy 68% of the gross leasable area. Inland Retail Real Estate Trust, Inc. has signed a sale and purchase agreement for the purchase of Gateway from an unaffiliated third party with an anticipated closing in July 2000.

 

2. Basis of Presentation

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 the Current Report on Form 8-K of Inland Retail Real Estate Trust, Inc. and is not intended to be complete presentation of Gateway's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of Gateway 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.

 

3. Gross Income

Gateway leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. Certain of the leases include provisions under which Gateway is reimbursed for common area costs, real estate taxes, trash removal, water & sewer and insurance costs. Certain of the leases contain renewal options for various periods at various rental rates. Certain of the leases contain additional rental income based on a stated percentage of gross sales over the tenant's break point. Such amounts totaled approximately $22,000 for the year ended December 31, 1999.

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 $14,300 for the year ended December 31, 1999.

Several tenants, including two anchor tenants, executed leases during 1999 for new or additional space. In addition, one additional anchor tenant executed a new lease with anticipated occupancy to occur in 2000. As a result, subsequent years base rent and recovery income may differ from the amounts reflected in the Historical Summary.

 

 

 

Gateway Market Center

Historical Summary of Gross Income and Direct Operating Expenses

Year ended December 31, 1999

 

Minimum rents to be received from tenants under operating leases in effect at December 31, 1999 are as follows:

Year	Amount
2000	$ 1,824,667
2001	1,998,020
2002	1,958,682
2003	1,962,449
2004	1,933,352
Thereafter	18,014,650
	$27,691,820

 

4. Direct Operating Expenses