Table of Contents
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.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Registrant is a North Dakota Real Estate Investment Trust. As of December 8, 2003, it had 40,677,880 shares of beneficial interest outstanding.
Financial Statements - Second Quarter - Fiscal 2004
Consolidated Balance Sheets October 31, 2003 (unaudited)and April 30, 2003
Consolidated Statements of Operations(unaudited) For the Three Months and Six Months ended October 31, 2003 and 2002
Consolidated Statements of Cash Flows(unaudited) For the Six Months ended October 31, 2003 and 2002
Consolidated Statement of Shareholders’ Equity (unaudited) For the Six Months ended October 31, 2003
Notes to Consolidated Financial Statements(unaudited)
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Controls and Procedures
Item 1. Financial Statements - - Second Quarter - Fiscal 2004
885,680,521
$
(293)
(2,963)
--
Note 1 - Organization Investors Real Estate Trust ("IRET") is a self-advised real estate investment trust engaged in acquiring, owning and leasing multi-family and commercial real estate. IRET has elected to be taxed as a Real Estate Investment Trust ("REIT") under Sections 856-860 of the Internal Revenue Code of 1986, as amended. REITs are subject to a number of organizational and operational requirements, including a requirement to distribute 90% of ordinary taxable income to shareholders, and, generally, are not subject to federal income tax on net income. IRET’s residential apartment communities and commercial properties are located mainly in the states of North Dakota and Minnesota, but also in the states of Colorado, Idaho, Iowa, Georgia, Kansas, Montana, Nebraska, South Dakota, Texas, Michigan, Washington and Wisconsin. IRET conducts a majority of its business activities through its operating partnership, IRET Properties, a North Dakota Limited Partnership (the "Operating Partnership"), as well as through a number of other subsidiary entities.
All references to IRET or the Company refer to Investors Real Estate Trust and its consolidated subsidiaries.
Note 2 - Basis of Presentation and Significant Accounting Policies
Basis of Presentation The accompanying consolidated financial statements include the accounts of IRET and all its subsidiaries in which it maintains a controlling interest.
The accompanying consolidated financial statements include the accounts of IRET and its general partnership interest in the Operating Partnership as of October 31, 2003, and April 30, 2003. The Company’s interest in the Operating Partnership was 77.9% and 78.0%, respectively, as of October 31, 2003, and April 30, 2003. Such interest has been calculated as the percentage of outstanding common shares of beneficial interest of IRET divided by the total outstanding common shares of beneficial interest and Operating Partnership units ("UPREIT Units") outstanding. The remaining ownership percentage is reflected as Minority Interest of Unit Holders in Operating Partnership in these consolidated financial statements. The limited partners have exchange rights that enable them to cause the Operating Partnership to exchange their UPREIT Units for cash, or, at the option of the Company, for shares of beneficial interest, on a one-for-one basis. The exchange may, generally, be exercised by the limited partners at any time after the first anniversary of the date of the acquisition of the UPREIT Units (provided, however, that not more than two exchanges may occur during each calendar year, and each limited partner may not exercise the exchange for less than 1,000 Units, or, if such limited partner holds less than 1,000 Units, for all of the Units held by such limited partner). Some limited partners have contractually agreed to a holding period of greater than one year.
Note 2 - continued
The consolidated financial statements also include the ownership by the Operating Partnership of: (1) a 60.31% ownership interest in Minnesota Medical Investors LLC, SMB Operating Company LLC, and SMB MM LLC, collectively known as Southdale Medical Center; (2) a 51% ownership interest in Mendota Properties, LLC, a Minnesota limited liability company, the holder of all of the issued and outstanding membership interests in Mendota Office Holding LLC, a Minnesota limited liability company, and Mendota Office Three and Four, LLC, a Minnesota limited liability company, which are the owners of five multi-tenant commercial real estate properties in Dakota County, Minnesota, (3) a 51% ownership interest in IRET-BD, LLC, a Minnesota limited liability company, the holder of all of the issued and outstanding membership interests in IRET - DMS, LLC and IRET - Brenwood, LLC, which are the owners of a warehouse facility in Des Moines, Iowa and a four-building office complex in Minnetonka, Minnesota, respectively, and (4) a 90% ownership in IRET-Golden Jack, LLC, a Delaware limited liability company, which owns a 190,758 square foot multi-tenant commercial office building in Golden Valley, MN, known as Golden Hills Office Center. These companies are consolidated into IRET's financial statement with minority interests reflecting the minority partners’ share of ownership and net income.
All material inter-company transactions and balances have been eliminated in the consolidated financial statements.
Unaudited Interim Financial Statements The interim consolidated financial statements of IRET have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America are omitted. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods have been included.
The current period's results of operations are not necessarily indicative of results, which ultimately may be achieved for the year. The interim consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2003, filed with the SEC.
Reclassifications Certain reclassifications have been made to the consolidated financial statements for the six months ended October 31, 2002, to conform to the classifications used in the six months ended October 31, 2003. The reclassifications had no effect on net income, retained earnings, or cash flows as previously reported.
Recent Accounting Pronouncements In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45, "Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others". FIN No. 45 clarifies the requirements for a guarantor’s accounting for and disclosure of certain guarantees issued and outstanding. The initial recognition and the initial measurement provisions of FIN No. 45 are applicable to guarantees issued or modified after December 31, 2002. The disclosure requirements of FIN No. 45 are effective for financial statements of interim or annual periods after December 15, 2002. The adoption of FIN No. 45 did not have a significant impact on the Company’s financial statements.
In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51". FIN No. 46 explains how to identify variable interest entities and how an enterprise assesses its interests in a variable interest entity to decide whether to consolidate that entity. This Interpretation requires existing unconsolidated variable interest entities to be consolidated by their primary beneficiaries if the entities do not effectively disperse risks among parties involved. FIN No. 46 is effective immediately for variable interest entities created after January 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. In October, 2003, the FASB deferred the effective date of FIN No. 46 to the first interim or annual period ending after December 15, 2003, for variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003. Management believes the adoption of FIN No. 46 will not have a significant impact on the Company's financial statements.
In May, 2003, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting for Certain Financial Instruments With Characteristics of Both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted SFAS No. 150 on August 1, 2003 and the adoption did not have a significant impact on the Company’s financial statements.
Note 3 - Goodwill There was no change in the carrying amount of goodwill for the six months ended October 31, 2003. Goodwill is tested on an annual basis the first day of each fiscal year, and any impairment adjustments are reflected at that time. SFAS No. 142 has no significant impact on IRET’s net income or earnings per share when comparing the six months ended October 31, 2003, to October 31, 2002.
Note 4 - Earnings Per Share Earnings per share ("EPS") is computed as net income available to common shareholders divided by the weighted average number of common shares of beneficial interest outstanding for the period. The Company has no outstanding warrants, convertible stock, or other contractual obligations requiring issuance of additional common shares of beneficial interest that would result in a dilution of earnings.
The exchange of outstanding UPREIT Units for common shares of beneficial interest would have no effect on EPS as unit-holders and shareholders presently share equally in the net income of the Operating Partnership.
The following table presents a reconciliation of the numerator and denominator used to calculate basic and diluted earnings per share for the three months and six months ended October 31, 2003, and 2002, as required by SFAS No. 128, "Earnings per Share."
Note 5 - Shareholders' Equity During the three months ended October 31, 2003, we issued 3,758,793 shares of beneficial interest at $10.00 per share, for gross proceeds of $35,416,358. Offering costs and selling commissions were approximately $2,096,358. IRET plans to use the net proceeds from the offering for general business purposes, including the acquisition, development, renovation, expansion or improvement of income-producing properties. We also issued 272,035 shares on July 1, 2003, and 276,775 shares on October 1, 2003, pursuant to our distribution reinvestment plan, for total proceeds of $5,169,275. In addition, as of October 31, 2003, 114,439 UPREIT units have been converted to shares during fiscal year 2004, with a total value of $929,899 included in shareholders' equity.
Note 6 - Segment Reporting IRET is engaged in acquiring, owning and leasing multi-family residential and commercial real estate. Each property is considered a separate operating segment. Each segment on a stand-alone basis is less than 10% of the revenues, profit or loss, and assets of the combined reported operating segments, and meets the majority of the aggregation criteria under SFAS 131. IRET’s operating segments are aggregated and classified as multi-family residential and commercial properties for purposes of producing reportable segments. The revenues, profit (loss) and assets for both of these reportable segments are summarized as follows as of and for the six and three-month periods ended October 31, 2003 and 2002, along with reconciliations to the consolidated financial statements:
Three Months Ended October 31, 2003
Note 6 - continued
Three Months Ended October 31, 2002
Six Months Ended October 31, 2003
Six Months Ended October 31, 2002
Segment Assets and Accumulated Depreciation
October 31, 2003
Commercial
Residential
Total
$561,306,322
$438,486,415
$999,792,737
(31,011,498)
(55,901,058)
(86,912,556)
$530,294,824
$ 382,585,357
$912,880,181
April 30, 2003
$520,864,186
$398,916,616
$919,780,802
(25,086,219)
(50,552,553)
(75,638,772)
$495,777,967
$ 348,364,063
$844,142,030
Note 7 - Commitments and Contingencies
Litigation - IRET is involved in various lawsuits arising in the normal course of business. Management believes that such matters will not have a material effect on the Company’s financial condition or results of operations.
Insurance - IRET carries insurance coverage on its properties of types and in amounts that the Company believes are customarily obtained by owners of similar properties.
Purchase Options - The Company has granted options to purchase certain Company properties to various parties. The options grant the parties the right to purchase these properties at the greater of their appraised value or an annual compounded increase of 2% to 2.5% of the initial cost of the property to the Company. The total property cost of the eighteen properties subject to purchase options is $67,756,342. The cost to the option holder to purchase a property will be determined at the time the option is exercised.
Real Estate Expansions and Development; Tenant Improvements- - IRET is financing a $5.1 million addition to its existing Edgewood Vista facility in Virginia, Minnesota. IRET has paid approximately $1.8 million in respect of this addition as of October 31, 2003. IRET is committed to loan up to $3.6 million to fund construction of the Nebraska Orthopedic Facility in Omaha, Nebraska. IRET had outstanding contractual construction commitments of $7.9 million relating to property expansions, development and tenant improvements in progress as of October 31, 2003 (including the Edgewood Vista expansion and the Nebraska Orthopedic Facility specified above).
Environmental Matters - Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal of, or remediation of, certain hazardous or toxic substances in, on, around or under property. IRET has no knowledge of any violation of environmental laws, ordinances or regulations at any of its properties.
Note 8 - Discontinued Operations
Below is a summary of the results of operations of the properties disposed of through their respective disposition dates:
2003
2002
Gain (Loss) from Operations
Note 9 - Acquisitions and Dispositions During the three months ended October 31, 2003, IRET acquired two commercial properties and one apartment complex. For the six months ended October 31, 2003, IRET has acquired in total four commercial properties and four apartment complexes, and has sold one commercial property:
Acquisitions
The four commercial properties were acquired in exchange for the issuance of 85,472 UPREIT Units with an agreed value of $580,437, plus $34,314,719 of cash and cash equivalents.
The four apartment complexes were acquired in exchange for the issuance of 1,372,183 UPREIT Units with an agreed value of $13,535,779 plus $23,079,318 cash and cash equivalents.
Disposition
On August 22, 2003, IRET sold a 6,225 square foot commercial building, known as Interstate Bakery, in St. Paul, MN. The sales price was $420,000, with an approximate gain on sale of $103,000.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements included in this report, as well as the Company’s audited financial statements for the year ended April 30, 2003, which financial statements were attached to the Company’s Form 10-K filed with the Securities and Exchange Commission.
Forward Looking Statements - Certain matters included in this discussion are forward looking statements within the meaning of the federal securities laws. Although we believe that the expectations reflected in the following statements are based on reasonable assumptions, we can give no assurance that the expectations expressed will actually be achieved. Many factors may cause actual results to differ materially from our current expectations, including general economic conditions, local real estate conditions, the general level of interest rates and the availability of financing, timely completion and lease-up of properties under construction and various other economic risks inherent in the business of owning and operating investment real estate.
Critical Accounting Policies - In preparing the consolidated financial statements management has made estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Set forth below is a summary of the accounting policies that management believes are critical to the preparation of the consolidated financial statements. The summary should be read in conjunction with the more complete discussion of the Company's accounting policies included in Note 2 to the consolidated financial statements in the Company’s annual report on Form 10-K for the fiscal year ended April 30, 2003, on file with the Securities and Exchange Commission.
Real Estate - Real estate is carried at cost, net of accumulated depreciation and amortization. As of October 31, 2003, the Company's carrying amount of its real estate, net of accumulated depreciation, is $913 million. Maintenance and repairs are charged to operations as incurred. Depreciation requires an estimate by management of the useful life of each property as well as an allocation of the costs associated with a property to its various components. If the Company does not allocate these costs appropriately or incorrectly estimates the useful lives of its real estate, depreciation expense may be misstated.
Upon acquisitions of real estate, the Company assesses the fair value of acquired tangible assets (including land, buildings, and tenant improvements) and considers whether there were significant intangible assets acquired (for example, above- and below-market leases, the value of acquired in-place leases, and tenant relationships, in accordance with SFAS No. 141) and acquired liabilities, and allocates the purchase price based on these assessments. The Company assesses fair value based on estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. The Company's properties are
reviewed for impairment if events or circumstances change indicating that the carrying amount of the assets may not be recoverable. If the Company incorrectly estimates the values at acquisition or the undiscounted cash flows, initial allocations of purchase price and future impairment charges may be different. The impact of the Company's estimates in connection with acquisitions and future impairment analysis could be material to the Company's financial statements.
Mortgage Loans Receivable - The Company evaluates the collectibility of both interest and principal of each of its mortgage loans receivable ($2 million as of October 31, 2003) if circumstances warrant to determine whether it is impaired. If the Company fails to identify that the borrower is unable to perform, the Company's bad debt expense may be different.
Allowance for Doubtful Accounts - The Company periodically evaluates the collectibility of amounts due from tenants and maintains an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under the lease agreement. The Company also maintains an allowance for receivables arising from the straight-lining of rents. This receivable arises from earnings recognized in excess of amounts currently due under the lease agreements. Management exercises judgment in establishing these allowances and considers payment history and current credit status in developing these estimates. If estimates differ from actual results this would impact reported results.
Revenue Recognition - The Company has the following revenue sources and revenue recognition policies:
Before the Company recognizes revenue, it assesses, among other things, its collectibility. If the Company incorrectly determines the collectibility of its revenue, its net income and assets could be overstated.
Income Taxes - The Company operates in a manner intended to enable it to continue to qualify as a Real Estate Investment Trust ("REIT") under Sections 856-860 of the Internal Revenue Code of 1986, as amended. Under those sections, a REIT which distributes at least 90% of its REIT taxable income as a distribution to its shareholders each year and which meets certain
other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. The Company intends to distribute to its shareholders 100% of its taxable income. Therefore, no provision for Federal income taxes is required. If the Company fails to distribute the required amount of income to its shareholders, it would fail to qualify as a REIT and substantial adverse tax consequences may result.
Throughout this section, we have provided certain information on a "stabilized property" basis. Information provided on a stabilized property basis is provided only for those properties owned for the entirety of both periods being compared, and includes properties, which were redeveloped or expanded during the periods being compared. Properties purchased or sold, and properties under development during the periods being compared are excluded from our stabilized property analysis.
Revenues Total IRET revenues for the second quarter of Fiscal 2004 ended October 31, 2003, were $33,983,096 compared to $29,279,099 received in the second quarter of the prior fiscal year ended October 31, 2002. This is an increase of $4,703,997, or 16%. Total revenues for the first six months of Fiscal 2004 ended October 31, 2003, were $66,965,914 compared to $56,878,157 for the same period of the prior year, an increase of $10,087,757, or 18%. These increases in revenue resulted primarily from the additional investments in real estate made by IRET as well as other factors shown by the following analysis for the first two quarters of Fiscal 2004:
Segment Expenses and Operating Profit The following table shows the changes in revenues, operating expenses, interest, and depreciation by reportable operating segment for the six months and three months ended October 31, 2003, as compared to the six months and three months ended October 31, 2002:
Three Months Ended October 31
Six Months Ended October 31
Segment Expenses and Operating Profit - continued
Factors Impacting Net Income During the first three months and six months of Fiscal 2004 ended October 31, 2003, the same factors that combined to reduce our net income per share during the previous fiscal year continue to limit the growth of our total revenue and ultimately negatively impacted our net income per share:
Our residential vacancy increase on stabilized properties does not reflect the concessions, such as free rent, that have been granted to attract new tenants to our residential properties. Our stabilized apartment concessions were $651,439 and $278,393 for the three months ended October 31, 2003 and 2002, respectively, an increase of 134%. For the six months ended October 31, 2003 and 2002, respectively, our concessions were $1,208,264 compared to $589,939 for the same period in the prior years, an increase of 105%.Our commercial vacancy levels are primarily due to our inability to either renew existing leases or to re-lease space being vacated by tenants at the expiration of their lease. As we previously reported to our shareholders, despite some positive economic developments, we have yet to see an increase in demand for apartments or for commercial space. For the balance of fiscal 2004, we consider that demand for both commercial space and apartments will be further reduced by a general decline in overall rental activity due to winter. Our expectation is that demand in IRET’s markets for both apartments and
Our residential vacancy increase on stabilized properties does not reflect the concessions, such as free rent, that have been granted to attract new tenants to our residential properties. Our stabilized apartment concessions were $651,439 and $278,393 for the three months ended October 31, 2003 and 2002, respectively, an increase of 134%. For the six months ended October 31, 2003 and 2002, respectively, our concessions were $1,208,264 compared to $589,939 for the same period in the prior years, an increase of 105%.
Our commercial vacancy levels are primarily due to our inability to either renew existing leases or to re-lease space being vacated by tenants at the expiration of their lease. As we previously reported to our shareholders, despite some positive economic developments, we have yet to see an increase in demand for apartments or for commercial space. For the balance of fiscal 2004, we consider that demand for both commercial space and apartments will be further reduced by a general decline in overall rental activity due to winter. Our expectation is that demand in IRET’s markets for both apartments and
commercial space will continue to remain weak through the balance of fiscal 2004. As a result, we do not expect our occupancy levels to improve or a reduction in the level of rent concessions during our fiscal 2004, which ends April 30, 2004.
insurance costs for the six months ended October 31, 2003, $150,809, or 39.6%, is attributable to the addition of new real estate while $229,731, or 60.4%, is due to increased costs for insurance on existing real estate assets. Under the terms of most of our commercial leases, the full costs of insurance are paid by the tenant as additional rent. For our other real estate properties, any increase in our insurance costs must be collected from tenants in the form of a general rent increase. While we continue to implement portfolio wide rent increases wherever possible, the current economic conditions and increased vacancy levels have prevented us from raising rents in the amount necessary to fully recover our increased insurance costs. We expect our insurance expense to continue at its current level for the remaining six months of this fiscal year as well as for the next fiscal year.
4,231,720
(16.5%)
Results on a "Stabilized Property" BasisThe following table presents results on a stabilized property basis for the three months and six months ended October 31, 2003, for multi-family residential and commercial properties. Property Segment Operating Profit should not be considered as an alternative to operating net income as determined in accordance with GAAP as a measure of IRET's performance.
For the Three Months Ended October 31
Multi-Family Residential
Real Estate Revenue
14,860,130
15,093,512
(1.5%
)
Expenses:
Utilities & Maintenance
2,865,791
2,897,446
(1.1%
Property Management
1,565,617
1,883,643
(16.9%
Real Estate Taxes
1,670,456
1,675,708
(0.3%
Insurance
463,586
365,049
27.0%
Mortgage Interest
4,333,696
4,310,997
0.5%
Total Expenses
10,899,146
11,132,843
(2.1%
Property Segment Operating Profit
3,960,984
3,960,669
0.0%
Results on a "Stabilized Property" Basis - continued
Economic Occupancy Rates IRET monitors both physical vacancy rates and economic vacancy rates at each of its properties. Physical vacancy for multi-family residential properties is calculated as the number of total habitable units that are vacant divided by the total number of units in the property. Physical vacancy for commercial buildings is calculated as the total number of vacant square feet in a particular building, divided by the total number of square feet (vacant and occupied) in the building. Economic vacancy is defined as total possible revenue less vacancy loss as a percentage of total possible revenue. Total possible revenue is determined by valuing occupied units or square footage at contract rates, and vacant units or square footage at market rates.
Economic occupancy rates are calculated as a percentage of the actual rent paid to IRET versus the scheduled rent charged by IRET for the period of time presented. The following tables compare economic occupancy rates on a "stabilized property" basis for the three months and six months ended October 31, 2003 and 2002:
Three Months EndedOctober 31
Six Months EndedOctober 31
Percent Change
Credit Risk The following table lists our top ten commercial tenants on October 31, 2003, for all commercial properties owned by us. No single tenant accounted for more than 10% of revenues from commercial properties during the second quarter of Fiscal 2004.
Lessee
Monthly Rent
Edgewood Living Communities, Inc.
312,513
6.5%
Health East - Woodbury & Maplewood
159,720
3.3%
Microsoft - Great Plains
156,250
Allina Health
155,970
Northland Insurance Company
146,749
3.1%
Smurfit - Stone Container Corp.
128,305
2.7%
State of Idaho - Department of Health & Welfare
118,925
2.5%
Wilson’s the Leather Experts, Inc.
116,594
2.4%
Alliant Techsystems, Inc.
101,098
2.1%
Miracle Ear, Inc. & Miracle Ear Manufacturing Services, Inc.
97,163
2.0%
All Others
3,283,264
68.8%
Total Monthly Rent as of October 31, 2003
4,776,551
100.0%
Property Acquisitions During the six months ended October 31, 2003, IRET acquired four commercial properties and four apartment complexes:
The four commercial properties were acquired in exchange for the issuance of 85,472 UPREIT Units with an agreed value of $580,437 plus $34,314,719 of cash and cash equivalents.
These four apartment complexes were acquired in exchange for the issuance of 1,372,183 UPREIT Units with an agreed value of $13,535,779 plus $23,079,318 cash and cash equivalents.
Funds From Operations IRET considers Funds from Operations ("FFO") a useful measure of performance for an equity REIT. IRET uses the definition of FFO adopted by the National Association of Real Estate Investment Trusts, Inc. ("NAREIT") in 1991, as clarified in 1995, 1999 and 2002. NAREIT defines FFO to mean "net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis."
While IRET uses the NAREIT definition of FFO, the components of that definition in many cases require interpretation, and IRET accordingly has made certain interpretations in applying the definition. In particular, in calculating FFO per share, IRET "adds back" to net income computed in accordance with GAAP the allocations made to limited partners, and divides this amount by the total number of IRET shares of beneficial interest and UPREIT Units outstanding.
The NAREIT definition of FFO per share calculates FFO per common shareholder by dividing GAAP net income by the total number of common shares of beneficial interest outstanding, ignoring the UPREIT Units. However, IRET considers that it is a more accurate measure of IRET’s performance to divide the net income amount by the sum of all outstanding shares of beneficial interest and UPREIT Units. Under the partnership agreement pursuant to which IRET’s UPREIT Units are issued, UPREIT Unit-holders effectively have the same claim
on the earnings and assets of IRET as do IRET’s shares of beneficial interest shareholders, and therefore IRET considers that the UPREIT Units also should be included with the shares of beneficial interest in calculating FFO per share. To omit the UPREIT units in calculating FFO per share would, in IRET’s view, result in the net income amount being allocated across a misleadingly small number of shares, and could accordingly result in a misleadingly high FFO per share number. IRET believes that, while this particular adjustment made by IRET in calculating FFO is not specifically provided for in the NAREIT definition, it is consistent with the definition.
While FFO is widely used by REITs as a primary performance metric, not all real estate companies use the same definition of FFO or calculate FFO in the same way. Accordingly, FFO presented here is not necessarily comparable to FFO presented by other real estate companies.
FFO should not be considered as an alternative to net income as determined in accordance with GAAP as a measure of IRET’s performance, but rather should be considered as an additional, supplemental measure, and should be viewed in conjunction with net income as presented in the consolidated financial statements included in this report. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles, and is not necessarily indicative of sufficient cash flow to fund all of IRET’s needs or its ability to service indebtedness or make distributions.
FFO for IRET for the three and six months ended October 31, 2003 increased to $9,118,445 and $18,458,979, respectively, compared to $8,826,235 and $16,899,097 for the comparable periods ended October 31, 2002, an increase of 3.3% and 9.2%, respectively.
The calculation of FFO and reconciliation to GAAP net income available to common shareholders for the three and six months ended October 31, 2003 and 2002 are presented below:
Amount
Depreciation and Amortization(1)
(Earnings)loss from depreciable property sales
Total distributions paid to shareholders/
unit-holders(3)
(1) Depreciation on office equipment and other assets used by us are excluded. Amortization of financing and other expenses are excluded, except for amortization of leasing commissions which is included.(2) UPREIT Units of the Operating Partnership are exchangeable for shares of beneficial interest on a one-for-one basis.(3) Cash distributions are paid equally on shares of beneficial interest and UPREIT Units. It is our intent to distribute approximately 65.0% to 80.0% of FFO to our shareholders and the holders of UPREIT Units of the Operating Partnership(4) Net income is calculated on a per share basis. Funds From Operations is calculated on a per share and unit basis.
(1) Depreciation on office equipment and other assets used by us are excluded. Amortization of financing and other expenses are excluded, except for amortization of leasing commissions which is included.
(2) UPREIT Units of the Operating Partnership are exchangeable for shares of beneficial interest on a one-for-one basis.
(3) Cash distributions are paid equally on shares of beneficial interest and UPREIT Units. It is our intent to distribute approximately 65.0% to 80.0% of FFO to our shareholders and the holders of UPREIT Units of the Operating Partnership
(4) Net income is calculated on a per share basis. Funds From Operations is calculated on a per share and unit basis.
Distributions The following distributions per share and unit were paid during the six months ended October 31st of Fiscal year 2004 and 2003:
2004
Liquidity and Capital Resources The Company’s principal liquidity demands are distributions to the holders of the Company’s shares of beneficial interest and UPREIT Units, capital improvements and repairs and maintenance for the properties, redemption of outstanding investment certificates, acquisition of additional properties, property development and debt repayments.
The Company expects to meet its short-term liquidity requirements through net cash flows provided by its operating activities, and through draws from time to time on its unsecured lines of credit. The Company considers its ability to generate cash to be adequate to meet all
operating requirements and to make distributions to its shareholders in accordance with the provisions of the Internal Revenue Code, as amended, applicable to REITs.
As of October 31, 2003, the Company had three unsecured lines of credit in the amounts of $10 million dollars, $10 million dollars, and $4.4 million dollars from (1) Bremer Bank, (2) First Western Bank and Trust, and (3) First International Bank and Trust, respectively. The Company had no outstanding balances under these lines of credit as of October 31, 2003. Borrowings under the lines of credit bear interest currently at 4.00% which is (1) Bremer Financial Corporation Reference Rate, (2) highest New York Prime as published in the Wall Street Journal, and (3) highest New York Prime as published in the Wall Street Journal, respectively. Accordingly, increases in interest rates will increase the Company’s interest expense on its lines of credit and as a result will affect the Company’s results of operations and financial condition. The lines of credit expire on September 15, 2004, September 1, 2004, and December 12, 2003, respectively.
To the extent the Company does not satisfy its long-term liquidity requirements, which consist primarily of maturities under the Company’s long-term debt, development and redevelopment costs and potential acquisition opportunities, through net cash flows provided by operating activities and its credit facilities, it intends to satisfy such requirements through a combination of funding sources which the Company believes will be available to it, including the issuance of UPREIT Units, additional equity, proceeds from the Company’s Distribution Reinvestment Plan, proceeds from the sale of properties, and additional long-term secured or unsecured indebtedness.
As of October 31, 2003, the Company has issued 3,758,793 shares of beneficial interest at $10.00 per share, for aggregate net proceeds, after offering costs and selling commissions, of approximately $33,320,000. IRET plans to use the net proceeds from the offering for general business purposes, including the acquisition, development, renovation, expansion or improvement of income-producing properties.
The Company’s sources and uses of cash for the six months ended October 31, 2003, compared to the six months ended October 31, 2002, are as follows:
Six Months Ended October 31, 2003 Cash flows provided by operating activities of $12,729,682 were comprised of (i) income of $5,535,236, and (ii) adjustments for non-cash items of $13,882,625 partially offset by (iii) the net change in operating assets and liabilities of $6,688,179. The adjustments for non-cash items are primarily comprised of (i) depreciation and amortization of $11,759,636, and (ii) minority interest of $2,123,303.
Net cash used in investing activities of $48,215,971 was primarily comprised of acquisition and improvements of properties of $47,678,715, and investment in loan receivable of $1,000,000.
Net cash provided by financing activities of $41,765,102 was primarily comprised of (i) proceeds from borrowings of $54,887,261, (ii) proceeds from sale of shares $35,416,358,
partially offset by (iii) repayments of borrowings of $37,383,261, (iv) distributions paid to shareholders/unit holders of $9,814,602, (v) redemption of investment certificates of $940,838, and (vi) distributions to minority partners of $407,704.
Six Months Ended October 31, 2002 Cash flow provided by operating activities of $16,703,247 was comprised of (i) income of $5,996,223, (ii) adjustments for non-cash items of $11,855,433, partially offset by (iii) the net change in operating assets and liabilities of $1,148,409. The adjustments for non-cash items were primarily comprised of (i) depreciation and amortization of $9,531,739, and (ii) minority interest of $2,454,016, partially offset by the loss on sale of properties of $315,342.
Net cash used in investing activities of $37,515,845 was comprised of (i) acquisition and improvements on properties of $50,206,255, and (ii) purchase of marketable securities of $25,652,269, partially offset by (iii) proceeds from sale of marketable securities of $33,500,000, (iv) proceeds from notes receivable $3,500,000, (v) proceeds from sale of property of $1,003,004, and (vi) repayments on mortgage loans receivable of $372,631.
Net cash provided by financing activities of $23,221,932 was primarily comprised of (i) the issuance of common shares of $31,663,100, (ii) notes and mortgages payable of $16,300,000, partially offset by (iii) redemption of investment certificates of $10,962,534, (iv) distributions paid to holders/unit holders of $8,250,366, (v) repayments of borrowings of $4,996,362, and (vi) distributions to minority partners of $522,379.
Financial Condition The important changes in IRET’s balance sheet during the six months of Fiscal 2004 ended October 31, 2003, were:
1,610,730
1,509,276
13,855,790
6,602,890
8,903,810
7,252,607
4,275,150
27,500,000
(320,000
Pending Acquisitions and Dispositions As of October 31, 2003, IRET was a party to purchase agreements to acquire two commercial properties for purchase prices totaling approximately $25,932,000. The Company will finance approximately $16,855,000 of the total purchase price for these two properties with bank or other financial institution loans, and will require approximately $9,076,000 in cash to
close these acquisitions. Also as of October 31, 2003, IRET was a party to contracts to sell four properties and a parcel of vacant land, for sale prices totaling $3,286,420. The Company expects to complete these pending acquisitions and dispositions over the next several months; however, the purchase or sale of each of these properties is subject to the Company’s or the buyer’s completion of due diligence and the satisfaction of other customary closing conditions, and there can be no assurance that any or all of these pending acquisitions and dispositions will be completed.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our exposure to market risk is limited to fluctuations in the general level of interest rates on our current and future fixed and variable rate debt obligations. Even though our philosophy is to maintain a fairly low exposure to interest rate fluctuation risk, we are still vulnerable to significant fluctuations in interest rates on variable rate debt, on any future repricing or refinancing of fixed rate debt and on future debt.
We primarily use long-term (more than nine years) and medium-term (five to seven years) debt as a source of capital. We do not currently use derivative securities, interest-rate swaps or any other type of hedging activity to manage our interest rate risk. As of October 31, 2003, we had the following amount of future principal payments on mortgages secured by our real estate:
Fixed Rate
12,434,124
16,944,122
14,453,093
17,097,194
36,571,938
458,354,753
555,855,224
Variable Rate
938,911
1,970,673
3,785,189
2,016,727
2,070,661
16,522,200
27,304,361
583,159,585
(1)
(1) The weighted average interest rate as of October 31, 2003, was 7.44%. Any fluctuations on the variable interest rates could increase or decrease our interest expenses. For example, an increase of one percent per annum on our $27,304,361 of variable rate indebtedness would increase our annual interest expense by $273,044.
IRET carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of IRET’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that IRET’s disclosure controls and procedures are effective in timely alerting them to material information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission.
There were no changes in IRET’s internal control over financial reporting that occurred during IRET’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 1. Legal Proceedings
In the course of our operations, we become involved in litigation. At this time, we know of no pending or threatened proceedings that would have a material impact upon us.
Item 2. Changes in Securities and Use of Proceeds.
At the Company’s Annual Meeting of Shareholders on September 23, 2003, the Company’s shareholders approved the adoption of the Articles of Amendment and Third Restated Declaration of Trust, which, among other things, incorporates modified provisions regarding the capitalization of the Company and regarding transfer restrictions and ownership limitations on the Company’s shares of beneficial interest. The Articles of Amendment and Third Restated Declaration of Trust were filed with the SEC on August 13, 2003, with the Company’s Definitive Proxy Statement on Schedule 14A for the 2003 Annual Meeting of Shareholders.
Items 3 and 5 are not applicable and have been omitted.
Item 4. Submission of Matters to a Vote of Security Holders.
At the Company’s Annual Meeting of Shareholders, held on September 23, 2003, the following action was taken:
The shareholders elected the nine individuals nominated to serve as trustees of the Company until the 2004 Annual Meeting or until the election and qualification of their successors, as set forth in Proxy Item No. 1 in the Company’s Notice of the Annual Meeting and the Proxy Statement relating to the Annual Meeting. The nine individuals elected, and the number of votes cast for, or withheld, with respect to each of them, follows:
John F. Decker
29,062,235
909,367
Daniel L. Feist
29,644,484
327,118
Steven B. Hoyt
27,988,900
1,982,702
Charles Wm. James
27,959,996
1,998,791
Patrick G. Jones
29,673,566
298,036
Timothy P. Mihalick
28,036,721
1,933,830
Jeffrey L. Miller
29,677,811
293,791
Stephen L. Stenehjem
29,656,256
315,347
Thomas A. Wentz, Jr.
27,866,576
2,105,026
The shareholders approved the proposal to adopt the Articles of Amendment and Third Restated Declaration of Trust, as set forth in Proxy Item No. 2 in the Company’s Notice of the Annual Meeting and the Proxy Statement relating to the Annual Meeting. The shareholders approved the proposal with 19,886,136 votes for, 3,309,705 votes against and 356,302 abstentions.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(b) Reports on Form 8-K during the quarter ended October 31, 2003: During the quarter ended October 31, 2003, the Company did not file any current reports on Form 8-K.
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., President & Chief Executive Officer
By: /S/ Diane K. Bryantt Diane K. Bryantt, Senior Vice President & Chief Financial Officer
Date: December 15, 2003