INVESTORS REAL ESTATE TRUST
10-Q, 1999-12-14
REAL ESTATE INVESTMENT TRUSTS
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Form 10-Q
 
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
 

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
 

For Quarter Ended October 31, 1999

Commission File Number 0-14851
 
 
 
 

INVESTORS REAL ESTATE TRUST
(Exact name of registrant as specified in its charter)



 
 
 
 
 
 

 North Dakota
 45-0311232
 (State or other jurisdiction of 
incorporation or organization)
 (I.R.S. Employer
Identification No.)
 12 South Main, Minot, ND
 58701
 (Address of principal executive offices)
 (Zip code)

(701) 852-1756
(Registrant's telephone number, including area code)

No Change
(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 ( X )           No (   )

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Applicant is a North Dakota Real Estate Investment Trust. As of October 31, 1999, it had 21,139,971 Shares of Beneficial Interest outstanding.

PART I

Item 1. Financial Statement - Second Quarter Fiscal 2000

The accompanying condensed consolidated financial statements of Investors Real Estate Trust and its subsidiaries (collectively, the "Company") included herein, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments necessary (of a normal recurring nature only) to present fairly the financial position of the Company as of October, 31, 1999, and results of operations and cash flows for the stated periods have been included. The Condensed Consolidated Balance Sheet at April 30, 1999, contained herein, was derived from audited financial statements, but does not include all disclosures included in the 1999 Annual Report and applicable under generally accepted accounting principles. Certain information and footnote disclosures normally included in interim financial statements prepared in accordance with generally accepted accounting principles have been omitted. The results of operations for the six months ended October 31, 1999, are not necessarily indicative of operating results for the entire year.
 
 

BALANCE SHEETS
(unaudited)

 ASSETS   10-31-99   04-30-99 
   Cash  $ 12,126,731   $   3,713,053 
   Marketable Securities:    
      GNMA's - held to maturity 2,807,115    2,964,434 
      Other REIT's - available for sale  622,960   734,749 
   Accounts Receivable  1,515,539   77,438
   Tax & Insurance Escrow  2,867,700   1,761,195 
   Deferred Charges  2,176,395   1,413,752 
   Prepaid Insurance  221,437   216,348 
   Real Estate Deposits  2,916,358   300,900 
   General Partnerships
 
 $ 25,254,235   $ 11,181,869 
   Real Estate Investments:    
   Real Estate Owned  $373,706,213   $295,825,839 
   Less Accumulated Depreciation  (28,610,875)  (26,112,399)
   Net Real Estate Owned  345,095,338   269,713,440 
   Real Estate Mortgages  1,224,740   10,721,214 
   Less Unearned Discounts & Allowances  (122,459)  (123,212)
   Net Mortgages & Contracts  1,102,281   10,598,002 
   Total Real Estate Investments  $346,197,619   $280,311,442 
          TOTAL ASSETS
$371,451,854 
$291,493,411 
LIABILITIES    
   Accounts Payable & Accrued Expenses  $   4,568,465   $   4,388,270 
   Mortgages Payable  226,256,150   175,071,069 
   Investment Certificates Payable  12,241,100   11,770,136 
   Credit Line
 
       TOTAL LIABILITIES  $243,065,715   $191,229,475 
Minority Interest in Operating Partnership   $ 26,920,388   $  14,480,542 
     
SHAREHOLDERS' EQUITY    
   Shares of Beneficial Interest:    
      Outstanding Shares of:  10-31-99   04-30-99 
         21,140,158 on 10/31/99    
        19,066,954 on 04/30/99  $108,634,401   $  93,095,819 
   Undistributed Net Income  (7,000,294)   (7,255,958)
   Unrealized Loss REIT Stock  (168,356) (56,567)
   Total Shareholders' Equity  $101,465,751   $ 85,783,294 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY  $371,451,854   $291,493,311 

 
 
 
 

STATEMENT OF OPERATIONS
For the Three-Month and Six-Month Periods Ended October 31, 1999 and 1998

3 Months
Ended 10/31
 3 Months
Ended 10/31
6 Months 
Ended 10/31
 6 Months Ended 10/31
 OPERATING INCOME
  1999
 1998
 1999
 1998
   Real Estate Rentals $ 12,643,147 
 $ 9,562,306 
$ 23,451,669 
 18,428,714 
   Interest Income  247,573 
236,198 
624,710 
448,348 
   Mortgage Discount & Fees 9,977 
37,866 
26,231 
61,586 
$ 12,900,697 
$ 9,836,370 
$ 24,102,610 
$18,938,648 
OPERATING EXPENSE    
   Interest $ 3,859,704 
$ 2,935,609 
$ 7,300,859 
$ 5,751,717 
   Utilities & Maintenance 1,829,598 
1,460,367 
3,566,595 
2,965,514 
   Property Management 991,006 
773,999 
1,888,044 
1,553,824 
   Taxes & Insurance 1,219,970 
1,111,174 
2,329,103 
2,116,744 
   Advisory & Trustees Fees 269,390 
247,087 
523,832 
442,265 
   Operating Expenses 194,437 
66,412 
371,605 
129,770 
$ 8,364,105 
$ 6,594,648 
$ 15,980,038 
$12,959,834 
OPERATING INCOME        
   (before reserves) $ 4,536,592 
 $ 3,241,722 
$ 8,122,572 
$ 5,978,814 
DEPRECIATION/AMORTIZATION (2,057,680)
(1,481,655)
(3,842,364)
(2,890,896)
OPERATING INCOME (after reserves) $ 2,478,912 
$1,760,067 
$ 4,280,208 
3,087,918 
GAIN ON SALE OF INVESTMENTS 1,519,918 
1,341,899 
1,777,814 
1,707,917 
MINORITY INTEREST PORTION OF OPERATING PARTNERSHIP NET INCOME (579,625)
(287,579)
(815,560)
(421,442)
NET TAXABLE INCOME $ 3,419,205 
$ 2,814,387 
$ 5,242,462 
$ 4,374,393 
FUNDS FROM OPERATIONS *    
   Operating Income $ 2,478,912 
$ 1,760,067 
$ 4,280,208 
$ 3,087,918 
   Plus Depreciation and Amortization 2,057,680 
1,481,655 
3,842,364 
2,890,896 
   Minus Minority Interest Portion of 
       Operating Partnership Net Income
(579,625)
(287,579)
(815,560)
(421,442)
FUNDS FROM OPERATIONS $ 3,956,967 
$ 2,954,143 
$ 7,307,012 
$5,557,372 
PER SHARE    
   Operating Income (after reserves) .10 
.09 
.17 
 .16 
   Gain on Sale of Investments .08 
.08 
.09 
.10 
      Total Taxable Income/Share .18 
.17 
.26 
.26 
FUNDS FROM OPERATIONS * .20 
.17 
.37 
.33 
DIVIDENDS PAID PER SHARE .126 
.115 
.25 
.225 
Average Number of Shares Outstanding 20,199,173 
17,029,159 
19,864,518 
16,782,964 
*Funds from Operations is defined as income before gains (losses) on sales of investments, 
less minority interest of unitholders in operating partnership and extraordinary items, 
plus depreciation and amortization.
  10-31-99 
10-31-98 
CASH FLOWS FROM OPERATING ACTIVITIES    
NET INCOME
$ 5,242,461 
$4,374,393 
Adjustments to reconcile net income to net cash
   provided by operating activities
   
   Depreciation and amortization
3,842,364 
2,890,896 
   Minority interest portion of operating partnership income
815,560 
421,442 
   Accretion of discount on contracts
(752)
(1,586)
   Gain on Sale of Properties
(1,777,814)
(1,707,917)
   Interest reinvested in investment certificates
149,293 
120,780 
   Changes in other assets and liabilities:    
      (Increase) decrease in real estate deposits
(818,390)
(138,514)
      (Increase) decrease in other assets
(1,443,191)
(75,195)
      (Increase) decrease in tax and insurance escrow
(1,106,506)
(661,714)
      (Increase) decrease in deferred charges
(762,642)
(232,922)
      Increase (decrease) in accounts payable & 
         accrued expenses
1,345,574 
854,993 
Net cash provided from operating activities
$ 5,485,957 
 $ 5,844,656 
     
CASH FLOWS FROM INVESTING ACTIVITIES    
   Proceeds from maturity of marketable securities 
      held to maturity
$  157,318 
$ 206,341 
   Principle payments on mortgage loans receivable
322,879 
70,301 
   Proceeds from sale of property
296,462 
2,569,292 
   Payments from acquisition and improvements 
      of properties
(23,010,700)
(25,517,948)
   Purchase of marketable securities available for sale
(181,250)
   Investment in mortgage loan receivable
Net Cash used from investing activities
$(22,234,041)
$(22,853,264)
     
CASH FLOWS FROM FINANCING ACTIVITIES    
   Proceeds from sale of shares
$13,794,942 
$ 6,668,436 
   Proceeds from investment certificates issued
2,280,586 
2,591,892 
   Proceeds from mortgages payable
22,051,276 
13,336,754 
   Proceeds from short-term lines of credit
8,800,000 
8,250,000 
   Proceeds from sale of minority interest
1,000 
3,747,132 
   Repurchase of shares/minority interest
(1,608,613)
(2,433,847)
   Dividends/Distributions Paid
(5,084,557)
(1,587,364)
   Redemption of investment certificates
(1,118,518)
(828,846)
   Principal payments on mortgage loans
(5,154,354)
(1,597,112)
   Payments on short-term lines of credit
(8,800,000)
(9,250,000)
Net cash provided from financing activities
$25,161,762 
$18,897,045 
NET INCREASE (DECREASE) IN CASH
$ 8,413,678 
$ 1,888,437 
CASH AT BEGINNING OF YEAR
$ 3,713,053 
$ 2,132,220 
CASH AT END OF 2ND QUARTER
$12,126,731 
$ 4,020,657 
     
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
1999 
1998 
Dividends reinvested
$ 3,108,983 
$ 1,205,517 
Real estate investment and mortgage loans
   receivable acquired through assumption of
   mortgage loans payable and accrual costs
2,122,200 
Mortgage loan receivable transferred to 
   property owned
1,701,308 
Proceeds from Sale of Properties deposited directly with     escrow agent
3,524,781 
Properties acquired through the issuance of
   minority interest units in the operating partnership
14,308,469 
480,525 
Interest reinvested directly in investment certificates
149,293 
$97,029 
     
SUPPLEMENTAL DISCLOSURE OF CASH 
   FLOW INFORMATION 
   
Cash paid during the year for:    
   Interest paid on mortgages
$ 6,596,212 
$ 2,511,296 
   Interest paid on margin account and other
49,542 
15,486 
   Interest paid on investment certificates
211,560 
86,741 
 
$6,857,314 
$2,613,523 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operation. We are pleased to report that IRET's financial results for the second quarter of Fiscal 2000 exceeded expectations. The addition of new properties to our real estate portfolio, continued strong occupancy rates, rent increases and capital gains from real estate sales resulted in record levels of Funds from Operations and Net Income.

Funds from Operations. Funds from Operations for the second quarter of Fiscal 2000 increased to $3,956,967, from the year earlier figure of $2,954,143, an increase of $1,002,824 or 34%. On a per share basis, Funds from Operations for the second quarter were $.20 compared to the $.17 per share earned in the same period of Fiscal 1999, an increase of 18%. For the first six months of Fiscal 2000, Funds from Operations increased to $7,307,012 from the year earlier figure of $5,557,372, an increase of $1,749,730 (31%). Per share results were $.3678 per share, versus the year earlier amount of $.3311 per share, an increase of 10%. This increase in Funds from Operations resulted primarily from increased rental income ($23,451,669 versus $18,428,714) caused by the addition of new rental properties to our portfolio, continued strong occupancy rates and increased rents.

Net Taxable Income. For the second quarter, net taxable income was $3,419,205 compared to $2,814,387 in the prior year, an improvement of $604,818. For the six month period, net taxable income was $5,242,461, compared to $4,374,393 in the prior year.

Operations. We continue to be very pleased with the performance of our investment portfolio. Occupancy rates continue to be at high levels in most of the communities in which we operate. The new properties that we are acquiring are performing very well and we are experiencing good acceptance of the new apartment communities coming on line in Grand Forks, Jamestown and Billings. We are building another 27-unit building in Jamestown, North Dakota and have started construction on our 219-unit Trail Ridge Apartment Community in Rochester, Minnesota.

Sale of Properties. Capital gain income for the second quarter was $1,519,919, compared to $1,341,899 for the prior year. Properties sold during the second quarter were:

 PROPERTY
SALES
PRICE
SALES COSTS & 
DEPRECIATED COST 
GAIN
94,176 sq. ft. Hutchinson Tech Bldg. - 
Sioux Falls, SD
$5,200,000
$4,090,997
$1,109,003
Sweetwater Apts. (24-units) - Devils Lake, ND
480,000
144,696
335,304
18-unit Pleasantville Apts. - Mandan, ND
325,000
249,388
75,612
     
 $1,519,919

Acquisitions. We were also successful during the second quarter in acquiring a number of attractive properties to add to our investment portfolio. The following properties were purchased or completed and added to our portfolio during the second quarter and are producing income:

 
 COST
* Great Plains Software Home Office - 121,600 Sq. Ft. - Fargo, ND
$15,365,154
* 67-unit Country Meadows II Apartment Community - Billings, MT
4,273,942
* 27-unit Apartment Complex (The Meadows by IRET) - Jamestown, ND
1,540,302
* 264-unit Thomasbrook Apartment Complex - Lincoln, NE
9,484,008
* 220-unit Crown Colony Apartment Complex - Topeka, KS
10,575,761
* 300-unit Sherwood Apartment Complex - Topeka, KS
 15,834,170
$57,073,337

Pending Acquisitions. The following apartment complexes are currently under construction by IRET:

 
 COST
* 73-unit Apartment Community & Community Center (Phase I of the 
      219-unit Trail Ridge on 41st by IRET) - Rochester, MN
$6,000,000
* 67-unit Apartment Building (Cottonwood III Apartments) - Bismarck, ND
4,200,000
* 67-unit Apartment Complex with underground parking - Grand Forks, ND
5,750,000
* 27-unit Complex - Jamestown, ND
1,600,000
     IRET has entered into purchase agreements for the following properties:
* Edgewood Vista Assisted Living Center - Duluth, MN
$4,800,000
* East Grand Forks Convenience Store/Retail Rental - East Grand Forks, MN
1,200,000
* 74,500 Sq. Ft. Office Building - Eden Prairie, MN
4,900,000
* Med Park Strip Center - Grand Forks, ND
5,300,000
* 504-unit Jefferson Hills Apartment Community - Irving, TX
37,230,000
* OPUS Office/Warehouse Properties - Eagan & Plymouth, MN
13,150,000
                         Total Pending Acquisitions
$84,130,000

Financial Condition. IRET continues to maintain a very strong balance sheet. On October 31, 1999, cash and marketable securities totaled $15,556,806, compared to the $7,412,236 on hand at the beginning of the current fiscal year. Total assets were $371,451,854, compared to $291,493,311 at the beginning of the fiscal year. During the six month period, liabilities have increased to $243,065,715, from the beginning figure of $191,229,475. Shareholder's equity increased to $101,465,751 from $85,783,294 on April 30, 1999.

Increased Dividend. IRET paid a regular dividend of 12.6 cents per share on October 1, 1999, to shareholders of record at the close of business on September 15, 1999. This was an increase from the 12.4 cents per share dividend paid on July 1, 1999, and was the 114th consecutive quarterly dividend paid by IRET.
 
 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
Form 8-K filed September 7, 1999, to report sales of Shares of Beneficial Interest and use of proceeds under Registration then in effect.
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 thereunto duly authorized.

INVESTORS REAL ESTATE TRUST
(Registrant)
 
 

By: /S/ Thomas A. Wentz, Sr.
    Thomas A. Wentz, Sr.
    Vice-President

Date: December 9, 1999



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