CENTERSPACE - FORM 10-Q - December 10, 2010

Attached files

file	filename
EX-32 - CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - CENTERSPACE	iretexhibit32-12102010.htm
EX-12 - CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES - CENTERSPACE	iretexhibit12-12102010.htm
EX-31.1 - CERTIFICATIONS TIMOTHY P. MIHALICK - CENTERSPACE	iretexhibit311-12102010.htm
EX-31.2 - CERTIFICATIONS DIANE K. BRYANTT - CENTERSPACE	iretexhibit312-12102010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

Form 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For Quarter Ended October 31, 2010

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	(I.R.S. Employer Identification No.)
incorporation or organization)
Post Office Box 1988
3015 16th Street SW, Suite 100
Minot, ND 58702-1988
(Address of principal executive offices) (Zip code)

(701) 837-4738

(Registrant’s telephone number, including area code)

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 the filing requirements for at least the past 90 days.

Yes R No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes £ No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £ Accelerated filer R

Non-accelerated filer £ Smaller Reporting Company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes £ No R

Registrant is a North Dakota Real Estate Investment Trust. As of December 6, 2010, it had 79,414,205 common shares of beneficial interest outstanding.

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements - Second Quarter - Fiscal 2011:	3
Condensed Consolidated Balance Sheets (unaudited)	3
October 31, 2010 and April 30, 2010
Condensed Consolidated Statements of Operations (unaudited)	4
For the Three and Six Months ended October 31, 2010 and 2009
Condensed Consolidated Statements of Equity (unaudited)	5
For the Six Months ended October 31, 2010 and 2009
Condensed Consolidated Statements of Cash Flows (unaudited)	6
For the Six Months ended October 31, 2010 and 2009
Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	35
Item 4. Controls and Procedures	36

Part II. Other Information
Item 1. Legal Proceedings	36
Item 1A. Risk Factors	36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3. Defaults Upon Senior Securities	36
Item 4. Reserved	36
Item 5. Other Information	36
Item 6. Exhibits	36
Signatures	37

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PART I

ITEM 1. FINANCIAL STATEMENTS - SECOND QUARTER - FISCAL 2011

INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

	(in thousands, except share data)
	October 31, 2010			April 30, 2010
ASSETS
Real estate investments
Property owned	$	1,773,924		$	1,800,519
Less accumulated depreciation		(322,379	)		(308,626	)
		1,451,545			1,491,893
Development in progress		2,755			2,831
Unimproved land		7,876			6,007
Mortgage loans receivable, net of allowance of $3 and $3, respectively		157			158
Total real estate investments		1,462,333			1,500,889
Other assets
Cash and cash equivalents		43,701			54,791
Marketable securities – available-for-sale		420			420
Receivable arising from straight-lining of rents, net of allowance of $954 and $912, respectively		18,125			17,320
Accounts receivable, net of allowance of $336 and $257, respectively		5,179			4,916
Real estate deposits		2,089			516
Prepaid and other assets		3,375			1,189
Intangible assets, net of accumulated amortization of $43,502 and $39,571, respectively		48,140			50,700
Tax, insurance, and other escrow		10,504			9,301
Property and equipment, net of accumulated depreciation of $1,123 and $924, respectively		1,370			1,392
Goodwill		1,260			1,388
Deferred charges and leasing costs, net of accumulated amortization of $14,115 and $13,131, respectively		18,606			18,108
TOTAL ASSETS	$	1,615,102		$	1,660,930

LIABILITIES AND EQUITY
LIABILITIES
Accounts payable and accrued expenses	$	26,616		$	38,514
Revolving lines of credit		29,100			6,550
Mortgages payable		1,004,532			1,057,619
Other		1,227			1,320
TOTAL LIABILITIES		1,061,475			1,104,003
COMMITMENTS AND CONTINGENCIES (NOTE 6)
REDEEMABLE NONCONTROLLING INTERESTS – CONSOLIDATED REAL ESTATE ENTITIES		1,357			1,812
EQUITY
Investors Real Estate Trust shareholders’ equity
Preferred Shares of Beneficial Interest (Cumulative redeemable preferred shares, no par value, 1,150,000 shares issued and outstanding at October 31, 2010 and April 30, 2010, aggregate liquidation preference of $28,750,000)		27,317			27,317
Common Shares of Beneficial Interest (Unlimited authorization, no par value, 79,092,504 shares issued and outstanding at October 31, 2010, and 75,805,159 shares issued and outstanding at April 30, 2010)		610,580			583,618
Accumulated distributions in excess of net income		(221,304	)		(201,412	)
Total Investors Real Estate Trust shareholders’ equity		416,593			409,523
Noncontrolling interests – Operating Partnership (19,993,682 units at October 31, 2010 and 20,521,365 units at April 30, 2010)		126,113			134,970
Noncontrolling interests – consolidated real estate entities		9,564			10,622
Total equity		552,270			555,115
TOTAL LIABILITIES AND EQUITY	$	1,615,102		$	1,660,930

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

for the three and six months ended October 31, 2010 and 2009

	Three Months Ended October 31						Six Months Ended October 31
	(in thousands, except per share data)
	2010			2009			2010			2009
REVENUE
Real estate rentals	$	49,406		$	47,216		$	98,787		$	94,866
Tenant reimbursement		11,131			11,004			22,467			22,795
TOTAL REVENUE		60,537			58,220			121,254			117,661
EXPENSES
Depreciation/amortization related to real estate investments		14,103			14,169			28,334			27,977
Utilities		4,494			4,245			8,676			8,296
Maintenance		6,922			6,469			13,992			13,525
Real estate taxes		7,534			7,698			15,435			15,405
Insurance		794			918			1,272			1,852
Property management expenses		5,206			4,438			10,506			8,385
Administrative expenses		1,582			1,365			3,339			2,721
Advisory and trustee services		136			133			348			264
Other expenses		563			498			916			932
Amortization related to non-real estate investments		639			549			1,293			1,124
Impairment of real estate investments		0			708			0			708
TOTAL EXPENSES		41,973			41,190			84,111			81,189
Interest expense		(16,880	)		(16,734	)		(33,395	)		(33,666	)
Interest income		65			61			119			126
Other income		102			64			185			127
Income from continuing operations before income taxes		1,851			421			4,052			3,059
Income tax benefit		19			0			0			0
Income from continuing operations		1,870			421			4,052			3,059
Income (loss) from discontinued operations		5,251			(221	)		5,401			(290	)
NET INCOME		7,121			200			9,453			2,769
Net (income) loss attributable to noncontrolling interests – Operating Partnership		(1,322	)		59			(1,692	)		(420	)
Net loss (income) attributable to noncontrolling interests – consolidated real estate entities		20			26			44			(47	)
Net income attributable to Investors Real Estate Trust		5,819			285			7,805			2,302
Dividends to preferred shareholders		(593	)		(593	)		(1,186	)		(1,186	)
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	$	5,226		$	(308	)	$	6,619		$	1,116
Earnings per common share from continuing operations – Investors Real Estate Trust – basic and diluted		.01			.00			.03			.02
Earnings per common share from discontinued operations – Investors Real Estate Trust – basic and diluted		.06			.00			.06			.00
NET INCOME PER COMMON SHARE – BASIC AND DILUTED	$	.07		$	.00		$	.09		$	.02
DIVIDENDS PER COMMON SHARE		.1715			.1710			.3430			.3415

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)

for the six months ended October 31, 2010 and 2009

	(in thousands)
	NUMBER OF PREFERRED SHARES		PREFERRED SHARES		NUMBER OF COMMON SHARES		COMMON SHARES			ACCUMULATED DISTRIBUTIONS IN EXCESS OF NET INCOME			NONCONTROLLING INTERESTS			TOTAL EQUITY
Balance April 30, 2009		1,150	$	27,317		60,304	$	461,648		$	(155,956	)	$	160,398		$	493,407
Net income attributable to Investors Real Estate Trust and nonredeemable noncontrolling interests											2,302			435			2,737
Distributions – common shares											(21,740	)		(7,133	)		(28,873	)
Distributions – preferred shares											(1,186	)					(1,186	)
Distribution reinvestment plan						615		5,207									5,207
Shares issued						12,415		98,706									98,706
Partnership units issued														2,888			2,888
Redemption of units for common shares						168		1,114						(1,114	)		0
Adjustments to redeemable noncontrolling interests								(278	)								(278	)
Other								(2	)					(547	)		(549	)
Balance October 31, 2009		1,150	$	27,317		73,502	$	566,395		$	(176,580	)	$	154,927		$	572,059



Balance April 30, 2010		1,150	$	27,317		75,805	$	583,618		$	(201,412	)	$	145,592		$	555,115
Net income attributable to Investors Real Estate Trust and nonredeemable noncontrolling interests											7,805			1,631			9,436
Distributions – common shares											(26,511	)		(6,971	)		(33,482	)
Distributions – preferred shares											(1,186	)					(1,186	)
Distribution reinvestment plan						669		5,480									5,480
Shares issued						2,091		17,380									17,380
Redemption of units for common shares						528		3,578						(3,578	)		0
Adjustments to redeemable noncontrolling interests								472									472
Other								52						(997	)		(945	)
Balance October 31, 2010		1,150	$	27,317		79,093	$	610,580		$	(221,304	)	$	135,677		$	552,270

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

for the six months ended October 31, 2010 and 2009

	Six Months Ended October 31 (in thousands)
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	9,453		$	2,769
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		31,166			30,335
Gain on sale of real estate, land and other investments		(5,404	)		0
Impairment of real estate investments		0			860
Bad debt expense		179			818
Changes in other assets and liabilities:
Increase in receivable arising from straight-lining of rents		(847	)		(668	)
Increase in accounts receivable		(125	)		(1,281	)
Increase in prepaid and other assets		(2,185	)		(1,699	)
Increase (decrease) in tax, insurance and other escrow		(1,203	)		600
Increase in deferred charges and leasing costs		(2,845	)		(1,959	)
Decrease in accounts payable, accrued expenses, and other liabilities		(9,602	)		(2,845	)
Net cash provided by operating activities		18,587			26,930
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from real estate deposits		629			717
Payments for real estate deposits		(2,202	)		(1,264	)
Principal proceeds on mortgage loans receivable		1			1
Proceeds from sale of real estate - discontinued operations		36,373			0
Proceeds from sale of real estate and other investments		0			34
Insurance proceeds received		140			625
Payments for acquisitions and improvements of real estate investments		(16,788	)		(21,673	)
Net cash provided (used) by investing activities		18,153			(21,560	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgages payable		24,325			77,335
Principal payments on mortgages payable		(81,699	)		(86,245	)
Principal payments on revolving lines of credit and other debt		(6,550	)		(15,523	)
Proceeds from revolving lines of credit and other debt		29,100			15,500
Proceeds from sale of common shares, net of issue costs		17,127			98,556
Repurchase of fractional shares and partnership units		(2	)		(2	)
Payments for acquisition of noncontrolling interests – consolidated real estate entities		(425	)		0
Distributions paid to common shareholders, net of reinvestment of $5,132 and $4,800, respectively		(21,379	)		(16,940	)
Distributions paid to preferred shareholders		(1,186	)		(1,186	)
Distributions paid to noncontrolling interests – Unitholders of the Operating Partnership, net of reinvestment of $348 and $407, respectively		(6,623	)		(6,726	)
Distributions paid to noncontrolling interests – consolidated real estate entities		(518	)		(547	)
Distributions paid to redeemable noncontrolling interests – consolidated real estate entities		0			(104	)
Net cash (used) provided by financing activities		(47,830	)		64,118
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(11,090	)		69,488
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		54,791			33,244
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	43,701		$	102,732

(continued)

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INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, continued)

for the six months ended October 31, 2010 and 2009

	Six Months Ended October 31 (in thousands)
	2010			2009
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES FOR THE PERIOD
Distribution reinvestment plan	$	5,132		$	4,800
Operating partnership distribution reinvestment plan		348			407
Assets acquired through the issuance of operating partnership units		0			2,888
Operating partnership units converted to shares		3,578			1,114
Real estate investment acquired through assumption of indebtedness and accrued costs		4,288			0
Adjustments to accounts payable included within real estate investments		(2,043	)		(19	)
Adjustments to redeemable noncontrolling interests		(472	)		278

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest on mortgages		32,737			33,612
Interest other		674			170
	$	33,411		$	33,782

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended October 31, 2010 and 2009

NOTE 1 • ORGANIZATION

Investors Real Estate Trust (“IRET” or the “Company”) 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 multi-family residential properties and commercial properties are located mainly in the states of North Dakota and Minnesota, but also in the states of Colorado, Idaho, Iowa, Kansas, Montana, Missouri, Nebraska, South Dakota, Michigan, Wisconsin and Wyoming. As of October 31, 2010, IRET owned 77 multi-family residential properties with 9,187 apartment units and 174 commercial properties, consisting of office, medical, industrial and retail properties, totaling 12.0 million net rentable square feet. IRET conducts a majority of its business activities through its consolidated operating partnership, IRET Properties, a North Dakota Limited Partnership (the “Operating Partnership”), as well as through a number of other consolidated 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 condensed consolidated financial statements include the accounts of IRET and all subsidiaries in which it maintains a controlling interest. All intercompany balances and transactions are eliminated in consolidation. The Company’s fiscal year ends April 30th.

The accompanying condensed consolidated financial statements include the accounts of IRET and its interest in the Operating Partnership. The Company’s interest in the Operating Partnership was 79.8% and 78.7%, respectively, as of October 31, 2010 and April 30, 2010. The limited partners in the Operating Partnership have a redemption option that they may exercise. Upon exercise of the redemption option by the limited partners, IRET has the choice of redeeming the limited partners’ interests (“Units”) for IRET common shares of beneficial interest, on a one-for-one basis, or making a cash payment to the unitholder. The redemption generally may be exercised by the limited partners at any time after the first anniversary of the date of the acquisition of the Units (provided, however, that in general not more than two redemptions by a limited partner may occur during each calendar year, and each limited partner may not exercise the redemption 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). The Operating Partnership and some limited partners have contractually agreed to a holding period of greater than one year and/or a greater number of redemptions during a calendar year.

The condensed consolidated financial statements also reflect the ownership by the Operating Partnership of certain joint venture entities in which the Operating Partnership has a general partner or controlling interest. These entities are consolidated into IRET’s other operations, with noncontrolling interests reflecting the noncontrolling partners’ share of ownership and income and expenses.

UNAUDITED INTERIM FINANCIAL STATEMENTS

The interim condensed 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 condensed consolidated financial statements and notes thereto should be read in conjunction with the

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consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2010, as filed with the SEC on July 14, 2010, as amended by the Current Report on Form 8-K filed with the SEC on December 10, 2010.

RECENT ACCOUNTING PRONOUNCEMENTS

Effective July 1, 2009, the Financial Accounting Standards Board (“FASB”) established the Accounting Standards Codification (“ASC”) as the primary source of authoritative generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied to nongovernmental entities. Although the establishment of the ASC did not change current GAAP, it did change the way we refer to GAAP throughout this document to reflect the updated referencing convention; we have omitted all references to the prior detailed numerical referencing system previously used by the FASB to identify FASB statements, staff positions, abstracts and accounting statements of position, and instead use the new ASC numbering convention, as applicable.

In January 2010, the FASB issued an update to ASC 820, Fair Value Measurements and Disclosures, adding new requirements for disclosures about transfers into and out of Levels 1 and 2 fair value measurements and additional disclosures about activity within Level 3 fair value measurements. To date, we have not had any transfers in and out of Level 1 fair value measurements, nor do we have any Level 2 or Level 3 fair value measurements. Therefore, the application of this update did not have any impact on the fair value disclosures included in our consolidated financial statements.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company periodically evaluates its long-lived assets, including its investments in real estate, for impairment indicators. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each asset and legal and environmental concerns. If indicators exist, the Company compares the expected future undiscounted cash flows for the long-lived asset against the carrying amount of that asset. If the sum of the estimated undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recorded for the difference between the estimated fair value and the carrying amount of the asset. If our anticipated holding period for properties, the estimated fair value of properties or other factors change based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements. The evaluation of anticipated cash flows is subjective and is based, in part, on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses. During the six months ended October 31, 2010, the Company incurred no losses due to impairment. During the six months ended October 31, 2009, the Company incurred a loss of approximately $860,000 due to impairment of two properties. The Company recorded a charge for impairment of approximately $152,000 on its former headquarters building in Minot, North Dakota, based upon receipt and acceptance of a market offer to purchase. This property was subsequently sold and the related impairment charge for fiscal year 2010 is reported in discontinued operations. See Note 7 for additional information. The Company also recorded an impairment charge of approximately $708,000 on a commercial retail property located in Kentwood, Michigan. This property’s tenant vacated the premises but continued to pay rent under a lease agreement that expired on October 29, 2010. Broker representations and market data for this commercial retail property provided the basis for the impairment charge.

COMPENSATING BALANCES AND LINE OF CREDIT

The Company maintains compensating balances, not restricted as to withdrawal, with several financial institutions in connection with financing received from those institutions and/or to ensure future credit availability, as follows: Dacotah Bank, Minot, North Dakota, a deposit of $100,000; United Community Bank, Minot, North Dakota, deposit of $370,000; Commerce Bank, A Minnesota Banking Corporation, deposit of $250,000; First International Bank, Watford City, North Dakota, deposit of $6.0 million, and Peoples State Bank of Velva, North Dakota, deposit of $150,000.

As of October 31, 2010, the Company had one secured line of credit with First International Bank and Trust, Watford City, North Dakota, as lead bank. This line of credit had, as of October 31, 2010, lending commitments of $47.0 million, with the capacity to grow to $60.0 million. Participants in the line of credit include several banks whose previous separate credit lines to the Company were terminated during the second quarter of fiscal year 2011 following their consolidation into the First International Bank-led facility. Participants in this secured credit facility as of October 31, 2010 included, in addition to First International Bank, The Bank of North Dakota; First Western Bank and Trust; Dacotah Bank; United Community Bank of North Dakota and American State Bank & Trust Company. As of October 31, 2010, the Company had advanced $29.1 million under the line of credit. These funds were used to pay off $19.0 million of debt maturing during the second quarter of fiscal year 2011.

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The line of credit has a minimum outstanding principal balance requirement of $10.0 million. The facility includes customary loan covenants including restrictions regarding minimum debt-service ratios to be maintained in the aggregate and individually on properties in the collateral pool, and the Company is also required to maintain minimum depository account(s) totaling $6.0 million with First International, of which $1.5 million is to be held in a non-interest bearing account. As of October 31, 2010, the Company was in compliance with the facility covenants.

IDENTIFIED INTANGIBLE ASSETS AND INTANGIBLE LIABILITIES AND GOODWILL

Upon acquisition of real estate, the Company records the intangible assets and liabilities acquired (for example, if the leases in place for the real estate property acquired carry rents above the market rent, the difference is classified as an intangible asset) at their estimated fair value separate and apart from goodwill. The Company amortizes identified intangible assets and liabilities that are determined to have finite lives based on the period over which the assets and liabilities are expected to affect, directly or indirectly, the future cash flows of the real estate property acquired (generally the life of the lease). In the six months ended October 31, 2010 and 2009, respectively, the Company added approximately $1.4 million and $656,000 of new intangible assets and $0 and $20,000 of new intangible liabilities. The weighted average lives of the intangible assets and intangible liabilities acquired in the six months ended October 31, 2010 and 2009 are 6.5 years and 7.3 years, respectively. Amortization of intangibles related to above or below-market leases is recorded in real estate rentals in the consolidated statements of operations. Amortization of other intangibles is recorded in depreciation/amortization related to real estate investments in the consolidated statements of operations. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized if the carrying amount of an intangible asset is not recoverable and its carrying amount exceeds its estimated fair value.

The Company’s identified intangible assets and intangible liabilities at October 31, 2010 and April 30, 2010 were as follows:

	(in thousands)
	October 31, 2010			April 30, 2010
Identified intangible assets (included in intangible assets):
Gross carrying amount	$	91,642		$	90,271
Accumulated amortization		(43,502	)		(39,571	)
Net carrying amount	$	48,140		$	50,700

Indentified intangible liabilities (included in other liabilities):
Gross carrying amount	$	1,260		$	1,260
Accumulated amortization		(1,033	)		(940	)
Net carrying amount	$	227		$	320

The effect of amortization of acquired below-market leases and acquired above-market leases on rental income was approximately $(10,000) and $(14,000) for the three months ended October 31, 2010 and 2009, respectively, and $(17,000) and $(26,000) for the six months ended October 31, 2010 and 2009. The estimated annual amortization of acquired below-market leases, net of acquired above-market leases for each of the five succeeding fiscal years is as follows:

Year Ended April 30,	(in thousands)
2012	$	53
2013		36
2014		37
2015		20
2016		16

Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $1.8 million and $2.3 million for the three months ended October 31, 2010 and 2009, respectively, and $3.8 million and $4.6 million for the six months ended October 31, 2010 and 2009. The estimated annual amortization of all other identified intangible assets for each of the five succeeding fiscal years is as follows:

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Year Ended April 30,	(in thousands)
2012	$	4,940
2013		3,965
2014		3,559
2015		3,202
2016		3,014

The excess of the cost of an acquired business over the net of the amounts assigned to assets acquired (including identified intangible assets) and liabilities assumed is recorded as goodwill. The Company’s goodwill has an indeterminate life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill book values as of October 31, 2010 and April 30, 2010 were $1.3 million and $1.4 million, respectively. The annual review at April 30, 2010 indicated no impairment and there was no indication of impairment at October 31, 2010. During the six months ended October 31, 2010, the Company disposed of a multi-family residential property that had goodwill assigned, and as a result, approximately $128,000 of goodwill was derecognized.

MARKETABLE SECURITIES

IRET’s investments in marketable securities are classified as “available-for-sale.” The securities classified as “available-for-sale” represent investments in debt securities which the Company intends to hold for an indefinite period of time. These securities are valued at current fair value with the resulting unrealized gains and losses excluded from earnings and reported as a separate component of equity until realized. GAAP establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based upon our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. At October 31, 2010, our marketable securities are carried at fair value measured on a recurring basis. Fair values are determined through the use of unadjusted quoted prices in active markets, which are inputs that are classified as Level 1 in the valuation hierarchy. Gains or losses on these securities are computed based on the amortized cost of the specific securities when sold.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain previously reported amounts have been reclassified to conform to the current financial statement presentation. The Company reports, in discontinued operations, the results of operations of a property that has either been disposed of or is classified as held for sale and the related gains or losses, and as a result of discontinued operations, retroactive reclassifications that change prior period numbers have been made. See Note 7 for additional information. During the second quarter of fiscal year 2011 the Company sold three properties, a small retail property in Ladysmith, Wisconsin, a patio home property in Fargo, North Dakota, and its 504-unit Dakota Hill multi-family residential property in Irving, Texas. During fiscal year 2010, the Company sold its former headquarters property in Minot, North Dakota, and disposed of a small apartment property in Grafton, North Dakota. In fiscal year 2009, the Company sold a small residential property in Minot, North Dakota. The results of operations for these properties are included in discontinued operations in the condensed consolidated statements of operations.

NOTE 3 • EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. The Company has no outstanding options, warrants, convertible stock or other contractual obligations requiring issuance of additional common shares that would result in a dilution of earnings. While

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Units can be exchanged for common shares on a one-for-one basis after a minimum holding period of one year, the exchange of Units for common shares has no effect on net income per share, as Unitholders and common shareholders effectively 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 reported in the condensed consolidated financial statements for the three and six months ended October 31, 2010 and 2009:

	Three Months Ended October 31						Six Months Ended October 31
	(in thousands, except per share data)
	2010			2009			2010			2009
NUMERATOR
Income from continuing operations – Investors Real Estate Trust	$	1,627		$	456		$	3,495		$	2,525
Income (loss) from discontinued operations – Investors Real Estate Trust		4,192			(171	)		4,310			(223	)
Net income attributable to Investors Real Estate Trust		5,819			285			7,805			2,302
Dividends to preferred shareholders		(593	)		(593	)		(1,186	)		(1,186	)
Numerator for basic earnings per share – net income available to common shareholders		5,226			(308	)		6,619			1,116
Noncontrolling interests – Operating Partnership		1,322			(59	)		1,692			420
Numerator for diluted earnings per share	$	6,548		$	(367	)	$	8,311		$	1,536
DENOMINATOR
Denominator for basic earnings per share weighted average shares		78,647			66,160			77,512			64,276
Effect of convertible operating partnership units		20,090			21,002			20,263			20,908
Denominator for diluted earnings per share		98,737			87,162			97,775			85,184
Earnings per common share from continuing operations – Investors Real Estate Trust – basic and diluted	$	.01		$	.00		$	.03		$	.02
Earnings per common share from discontinued operations – Investors Real Estate Trust – basic and diluted		.06			.00			.06			.00
NET INCOME PER COMMON SHARE – BASIC & DILUTED	$	.07		$	.00		$	.09		$	.02

NOTE 4 • EQUITY

During the first quarter of fiscal year 2011, the Company sold 1.8 million common shares under its continuous offering program with Robert W. Baird & Co., Incorporated (“Baird”) as sales agent, for net proceeds of approximately $15.0 million, before offering expenses but after underwriting discounts. The Company sold no shares under this program during the second quarter of fiscal year 2011. As of October 31, 2010, the Company had available securities in the aggregate amount of approximately $18.2 million reserved for issuance under its continuous offering program with Baird. The Company sold no shares under this program during the first and second quarters of fiscal year 2010.

During the six months ended October 31, 2010 and 2009, respectively, approximately 528,000 Units and 168,000 Units were converted to common shares, with a total value of approximately $3.6 million and $1.1 million included in equity, and approximately 10,000 common shares and 7,000 common shares were issued under the Company’s 401(k) plan, with a total value of approximately $86,000 and $58,000 included in equity. Under the Company’s Distribution Reinvestment and Share Purchase Plan, approximately 765,000 common shares and 689,000 common shares were issued during the six months ended October 31, 2010 and 2009, respectively, with a total value of $6.3 million and $5.8 million included in equity.

NOTE 5 • SEGMENT REPORTING

IRET reports its results in five reportable segments: multi-family residential properties, commercial office, commercial medical (including senior housing), commercial industrial and commercial retail properties. The Company’s reportable segments are aggregations of similar properties. The accounting policies of each of these segments are the same as those described in Note 2.

IRET measures the performance of its segments based on net operating income (“NOI”), which the Company defines as total real estate revenues less real estate expenses (which consist of utilities, maintenance, real estate taxes, insurance and property management expenses). IRET believes that NOI is an important supplemental measure of operating performance for a REIT’s operating real estate because it provides a measure of core operations that is unaffected by depreciation, amortization, financing and general and administrative expense. NOI does not represent cash generated by operating activities in accordance with GAAP

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and should not be considered an alternative to net income, net income available for common shareholders or cash flow from operating activities as a measure of financial performance.

The revenues and net operating income for these reportable segments are summarized as follows for the three and six month periods ended October 31, 2010 and 2009, along with reconciliations to the condensed consolidated financial statements. Segment assets are also reconciled to Total Assets as reported in the condensed consolidated financial statements.

	(in thousands)
Three Months Ended October 31, 2010	Multi-Family Residential			Commercial- Office		Commercial- Medical		Commercial- Industrial		Commercial- Retail		Total

Real estate revenue		$	18,125	$	19,603	$	16,244	$	3,205	$	3,360	$	60,537
Real estate expenses			8,918		8,632		5,361		969		1,070		24,950
Net operating income		$	9,207	$	10,971	$	10,883	$	2,236	$	2,290		35,587
Depreciation/amortization													(14,742	)
Administrative, advisory and trustee services													(1,718	)
Other expenses													(563	)
Interest expense													(16,880	)
Interest and other income													167
Income tax benefit													19
Income from continuing operations													1,870
Income from discontinued operations													5,251
Net income												$	7,121

	(in thousands)
Three Months Ended October 31, 2009	Multi-Family Residential			Commercial- Office		Commercial- Medical		Commercial- Industrial		Commercial- Retail		Total

Real estate revenue		$	17,926	$	20,483	$	13,226	$	3,339	$	3,246	$	58,220
Real estate expenses			8,427		9,083		3,961		1,202		1,095		23,768
Net operating income		$	9,499	$	11,400	$	9,265	$	2,137	$	2,151		34,452
Depreciation/amortization													(14,718	)
Administrative, advisory and trustee services													(1,498	)
Other expenses													(498	)
Impairment of real estate investment													(708	)
Interest expense													(16,734	)
Interest and other income													125
Income from continuing operations													421
Loss from discontinued operations													(221	)
Net income												$	200

	(in thousands)
Six Months Ended October 31, 2010	Multi-Family Residential			Commercial- Office		Commercial- Medical		Commercial- Industrial		Commercial- Retail		Total

Real estate revenue		$	35,779	$	39,496	$	32,554	$	6,648	$	6,777	$	121,254
Real estate expenses			17,576		17,575		10,669		1,952		2,109		49,881
Net operating income		$	18,203	$	21,921	$	21,885	$	4,696	$	4,668		71,373
Depreciation/amortization													(29,627	)
Administrative, advisory and trustee services													(3,687	)
Other expenses													(916	)
Interest expense													(33,395	)
Interest and other income													304
Income from continuing operations													4,052
Income from discontinued operations													5,401
Net income												$	9,453

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	(in thousands)
Six Months Ended October 31, 2009	Multi-Family Residential			Commercial- Office		Commercial- Medical		Commercial- Industrial		Commercial- Retail		Total

Real estate revenue		$	35,675	$	41,649	$	26,939	$	6,734	$	6,664	$	117,661
Real estate expenses			16,946		18,526		7,654		2,153		2,184		47,463
Net operating income		$	18,729	$	23,123	$	19,285	$	4,581	$	4,480		70,198
Depreciation/amortization													(29,101	)
Administrative, advisory and trustee services													(2,985	)
Other expenses													(932	)
Impairment of real estate investment													(708	)
Interest expense													(33,666	)
Interest and other income													253
Income from continuing operations													3,059
Loss from discontinued operations													(290	)
Net income												$	2,769

Segment Assets and Accumulated Depreciation

Segment assets are summarized as follows as of October 31, 2010, and April 30, 2010, along with reconciliations to the condensed consolidated financial statements:

	(in thousands)
As of October 31, 2010	Multi-Family Residential			Commercial- Office			Commercial- Medical			Commercial- Industrial			Commercial- Retail			Total

Segment Assets
Property owned	$	522,030		$	585,848		$	430,484		$	118,485		$	117,077		$	1,773,924
Less accumulated depreciation/amortization		(127,912	)		(96,186	)		(59,318	)		(16,896	)		(22,067	)		(322,379	)
Total property owned	$	394,118		$	489,662		$	371,166		$	101,589		$	95,010			1,451,545
Cash and cash equivalents																	43,701
Marketable securities																	420
Receivables and other assets																	108,648
Development in progress																	2,755
Unimproved land																	7,876
Mortgage loans receivable, net of allowance																	157
Total Assets																$	1,615,102

	(in thousands)
As of April 30, 2010	Multi-Family Residential			Commercial- Office			Commercial- Medical			Commercial- Industrial			Commercial- Retail			Total

Segment assets
Property owned	$	556,867		$	582,943		$	430,229		$	113,249		$	117,231		$	1,800,519
Less accumulated depreciation/amortization		(129,922	)		(88,656	)		(53,641	)		(15,481	)		(20,926	)		(308,626	)
Total property owned	$	426,945		$	494,287		$	376,588		$	97,768		$	96,305			1,491,893
Cash and cash equivalents																	54,791
Marketable securities																	420
Receivables and other assets																	104,830
Development in progress																	2,831
Unimproved land																	6,007
Mortgage loans receivable, net of allowance																	158
Total Assets																$	1,660,930

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NOTE 6 • 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 condensed consolidated financial statements.

Insurance. IRET carries insurance coverage on its properties in amounts and types that the Company believes are customarily obtained by owners of similar properties and are sufficient to achieve IRET’s risk management objectives.

Purchase Options. The Company has granted options to purchase certain IRET properties to tenants in these properties, under lease agreements. In general, the options grant the tenant the right to purchase the property at the greater of such property’s appraised value or an annual compounded increase of a specified percentage of the initial cost of the property to IRET. As of October 31, 2010, the total property cost of the 28 properties subject to purchase options was approximately $206.5 million, and the total gross rental revenue from these properties was approximately $10.1 million for the six months ended October 31, 2010.

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 the property. While IRET currently has no knowledge of any violation of environmental laws, ordinances or regulations at any of its properties, there can be no assurance that areas of contamination will not be identified at any of the Company’s properties, or that changes in environmental laws, regulations or cleanup requirements would not result in significant costs to the Company.

Restrictions on Taxable Dispositions. Approximately 131 of IRET’s properties, consisting of approximately 7.4 million square feet of the Company’s combined commercial segments’ properties and 3,818 apartment units, are subject to restrictions on taxable dispositions under agreements entered into with some of the sellers or contributors of the properties. The real estate investment amount of these properties (net of accumulated depreciation) was approximately $844.3 million at October 31, 2010. The restrictions on taxable dispositions are effective for varying periods. The terms of these agreements generally prevent the Company from selling the properties in taxable transactions. The Company does not believe that the agreements materially affect the conduct of the Company’s business or decisions whether to dispose of restricted properties during the restriction period because the Company generally holds these and the Company's other properties for investment purposes, rather than for sale. Historically, however, where IRET has deemed it to be in the shareholders’ best interests to dispose of restricted properties, it has done so through transactions structured as tax-deferred transactions under Section 1031 of the Internal Revenue Code.

Crosstown Circle Office Building, Eden Prairie, MN. The Company’s Crosstown Circle Office Building in Eden Prairie, Minnesota was acquired in October 2004 from Best Buy Company, which leased all but 7,500 square feet of the 185,000 square foot building under a master lease that expired September 30, 2010. Under the terms of the financing obtained by the Company for this building, the Company was obligated to fund a leasing reserve account in the event that a specified occupancy level was not met at the time the Best Buy master lease expired. The amount to be deposited in the leasing reserve account is calculated by multiplying a specified amount per square foot by the difference between the specified occupancy level and the building’s actual occupied square feet under qualified leases. The Company deposited in such leasing reserve account $3.4 million as of October 1, 2010. Funds in the leasing reserve account will be released as leases for vacant space in the building are executed.

Joint Venture Buy/Sell Options. Certain of IRET's joint venture agreements contain buy/sell options in which each party under certain circumstances has the option to acquire the interest of the other party, but do not generally require that the Company buy its partners’ interests. IRET has one joint venture which allows IRET’s unaffiliated partner, at its election, to require that IRET buy its interest at a purchase price to be determined by an appraisal conducted in accordance with the terms of the agreement, or at a negotiated price. The Company is not aware of any intent on the part of this partner to exercise its option.

Tenant Improvements. In entering into leases with tenants, IRET may commit itself to fund improvements or build-outs of the rented space to suit tenant requirements. These tenant improvements are typically funded at the beginning of the lease term, and IRET is accordingly exposed to some risk of loss if a tenant defaults prior to the expiration of the lease term, and the rental income that was expected to cover the cost of the tenant improvements is not received. As of October 31, 2010, the Company is committed to fund approximately $5.6 million in tenant improvements, within approximately the next 12 months.

Development Projects. The Company is currently constructing an approximately 24,000 square foot addition to its existing Edgewood Vista senior housing facility in Spearfish, South Dakota, for an estimated total project cost of $2.6 million, of which approximately $969,000 has been paid as of October 31, 2010. The Company expects this expansion project to be completed in the third quarter of fiscal year 2011. The Company is also currently converting an existing approximately 15,000 square foot

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commercial office building in Minot, North Dakota to a 24-unit multi-family residential property, for an estimated total cost of $2.2 million and an expected completion date in the first quarter of the Company’s fiscal year 2012; as of October 31, 2010, the Company had not yet commenced funding the construction costs for this project. During the second quarter of fiscal year 2011, the Company committed to fund the construction of six movie theaters at its existing Buffalo Mall property in Jamestown, North Dakota, for an estimated construction cost of $2.0 million and expected completion in the first quarter of fiscal year 2012. As of October 31, 2010 the Company had funded approximately $154,000 of these construction costs.

Construction interest capitalized for the three month periods ended October 31, 2010 and 2009, respectively, was approximately $9,000 and $0 for development projects completed and in progress. Construction interest capitalized for the six month periods ended October 31, 2010 and 2009, respectively, was approximately $33,000 and $0 for development projects completed and in progress.

NOTE 7 • DISCONTINUED OPERATIONS

The Company reports in discontinued operations the results of operations of a property that has either been disposed of or is classified as held for sale. During the second quarter of fiscal year 2011 the Company sold three properties, a small retail property in Ladysmith, Wisconsin, a patio home property in Fargo, North Dakota, and its 504-unit Dakota Hill multi-family residential property in Irving, Texas. During fiscal year 2010, the Company sold its former headquarters property in Minot, North Dakota, and disposed of a small apartment property in Grafton, North Dakota. In fiscal year 2009, the Company sold a small residential property in Minot, North Dakota. See Note 8 for additional information on the properties sold during the second quarter of fiscal year 2011. The Company also reports any gains or losses from the sale of a property in discontinued operations. There were no properties held for sale as of October 31, 2010 or 2009. The following information shows the effect on net income and the gains or losses from the sale of properties classified as discontinued operations for the three months and six months ended October 31, 2010 and 2009:

	Three Months Ended October 31						Six Months Ended October 31
	(in thousands)
	2010			2009			2010			2009
REVENUE
Real estate rentals	$	1,212		$	1,376		$	2,516		$	2,756
TOTAL REVENUE		1,212			1,376			2,516			2,756
EXPENSES
Depreciation/amortization related to real estate investments		217			263			468			523
Utilities		118			134			231			250
Maintenance		160			147			285			298
Real estate taxes		227			226			475			490
Insurance		31			37			58			76
Property management expenses		146			173			293			324
Other expenses		1			0			1			0
Impairment of real estate investments		0			152			0			152
TOTAL EXPENSES		900			1,132			1,811			2,113
Interest expense		(466	)		(466	)		(713	)		(935	)
Interest income		1			1			5			2
Income from discontinued operations before gain on sale		(153	)		(221	)		(3	)		(290	)
Gain on sale of discontinued operations		5,404			0			5,404			0
INCOME (LOSS) FROM DISCONTINUED OPERATIONS	$	5,251		$	(221	)	$	5,401		$	(290	)

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NOTE 8 • ACQUISITIONS AND DISPOSITIONS

PROPERTY ACQUISITIONS

The Company had no acquisitions or development projects placed in service during the second quarter of fiscal year 2011. During the second quarter of fiscal year 2010, IRET acquired two properties: an approximately 42,180 square foot showroom/warehouse property located in a western suburb of Des Moines, Iowa, triple-net leased to a single tenant, for which the Company paid a total of approximately $3.4 million, a portion of which was paid in Units valued at a total of approximately $2.9 million, or $10.25 per unit, with the remainder paid in cash; and an approximately 15,000 square foot, 2-story office building on 1.5 acres located near IRET’s corporate headquarters building in Minot, North Dakota, for a total of $2.4 million, a portion of which the Company paid in Units valued at a total of approximately $90,000, with the remainder paid in cash. IRET had no development projects placed in service during the second quarter of fiscal year 2010.

During the first quarter of fiscal year 2011, IRET acquired, on July 15, 2010, two medical office buildings located in, respectively, Billings, Montana and Missoula, Montana, for a total purchase price of approximately $5.2 million, consisting of cash of approximately $957,000 and the assumption of existing debt with an interest rate of 7.06% and a maturity date of December 31, 2016 in the amount of approximately $4.3 million. The two medical office buildings were each constructed in 2001, and contain approximately 14,705 square feet and 14,640 square feet of leasable space, respectively. During the first quarter of fiscal year 2011, the Company completed construction of a single-tenant office/warehouse facility in Fargo, North Dakota. The cost to construct the facility was approximately $3.9 million, including the cost of the land plus imputed construction interest. During the first quarter of fiscal year 2010, IRET had no acquisitions or development projects placed in service.

The Company expensed approximately $57,000 and $35,000 of transaction costs related to acquisitions in the six months ended October 31, 2010 and 2009, respectively. The Company’s acquisitions and development projects placed in service during the six months ended October 31, 2010 and 2009 are detailed below:

Six Months Ended October 31, 2010

	(in thousands)
Acquisitions and Development Projects Placed in Service	Land		Building		Intangible Assets		Acquisition Cost

Commercial Medical
14,705 sq. ft Billings 2300 Grant Road - Billings, MT	$	649	$	1,216	$	657	$	2,522
14,640 sq. ft. Missoula 3050 Great Northern - Missoula, MT		640		1,331		752		2,723
		1,289		2,547		1,409		5,245
Commercial Industrial
42,244 sq ft. Fargo 1320 45th St N - Fargo, ND1		0		1,634		0		1,634


Total Property Acquisitions	$	1,289	$	4,181	$	1,409	$	6,879

(1)	Development property placed in service June 22, 2010. Additional costs incurred in fiscal year 2010 totaled $2.3 million, for a total project cost at October 31, 2010 of $3.9 million.

Six Months Ended October 31, 2009

	(in thousands)
Acquisitions	Land		Building		Intangible Assets		Acquisition Cost

Commercial Property - Office
15,000 sq. ft. Minot 2505 16th Street SW – Minot, ND	$	372	$	1,724	$	304	$	2,400

Commercial Property - Industrial
42,180 sq. ft. Clive 2075 NW 94th Street – Clive, IA		408		2,610