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EX-32 - SECTION 906 CERTIFICATION - CENTERSPACEiretexhibit32-09092011.htm
EX-12 - CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES - CENTERSPACEiretexhibit12-09092011.htm
EX-31.1 - CERTIFICATIONS TIMOTHY P. MIHALICK - CENTERSPACEiretexhibit311-09092011.htm
EX-31.2 - CERTIFICATIONS DIANE K. BRYANTT - CENTERSPACEiretexhibit313-09092011.htm
EXCEL - IDEA: XBRL DOCUMENT - CENTERSPACEFinancial_Report.xls

 
 

 


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 July 31, 2011
 
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
1400 31st Avenue SW, Suite 60
Minot, ND 58702-1988
(Address of principal executive offices) (Zip code)
 
(701) 837-4738
(Registrant’s telephone number, including area code)
 
3015 16th Street SW, Suite 100
Minot, ND 58702-1988
 
(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 R                           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 August 31, 2011, it had 81,806,481 common shares of beneficial interest outstanding.


 
 

 

 
 
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PART I
ITEM 1. FINANCIAL STATEMENTS - FIRST QUARTER - FISCAL 2012
INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
 
   
(in thousands, except share data)
 
 
 
July 31, 2011
   
April 30, 2011
 
ASSETS
           
Real estate investments
           
Property owned
  $ 1,777,485     $ 1,770,798  
Less accumulated depreciation
    (339,293 )     (328,952 )
      1,438,192       1,441,846  
Development in progress
    12,697       9,693  
Unimproved land
    6,550       6,550  
Mortgage loans receivable, net of allowance of $3 and $3, respectively
    156       156  
Total real estate investments
    1,457,595       1,458,245  
Other assets
               
Cash and cash equivalents
    37,307       41,191  
Other investments
    627       625  
Receivable arising from straight-lining of rents, net of allowance of $1,017 and $996, respectively
    19,331       18,933  
Accounts receivable, net of allowance of $220 and $317, respectively
    7,935       5,646  
Real estate deposits
    458       329  
Prepaid and other assets
    1,997       2,351  
Intangible assets, net of accumulated amortization of $43,877 and $42,154, respectively
    48,108       49,832  
Tax, insurance, and other escrow
    15,198       15,268  
Property and equipment, net of accumulated depreciation of $1,358 and $1,231, respectively
    1,687       1,704  
Goodwill
    1,127       1,127  
Deferred charges and leasing costs, net of accumulated amortization of $14,615 and $13,675, respectively
    20,304       20,112  
TOTAL ASSETS
  $ 1,611,674     $ 1,615,363  
                 
LIABILITIES AND EQUITY
               
LIABILITIES
               
Accounts payable and accrued expenses
  $ 34,547     $ 37,879  
Revolving line of credit
    34,000       30,000  
Mortgages payable
    1,002,962       993,803  
Other
    6,369       8,404  
TOTAL LIABILITIES
    1,077,878       1,070,086  
COMMITMENTS AND CONTINGENCIES (NOTE 6)
               
REDEEMABLE NONCONTROLLING INTERESTS –
CONSOLIDATED REAL ESTATE ENTITIES
    1,263       987  
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 July 31, 2011 and April 30, 2011, aggregate liquidation preference of $28,750,000)
    27,317       27,317  
Common Shares of Beneficial Interest (Unlimited authorization, no par value, 81,258,846 shares issued and outstanding at July 31, 2011, and 80,523,265 shares issued and outstanding at April 30, 2011)
    627,722       621,936  
Accumulated distributions in excess of net income
    (250,585 )     (237,563 )
Total Investors Real Estate Trust shareholders’ equity
    404,454       411,690  
Noncontrolling interests – Operating Partnership (19,958,439 units at July 31, 2011 and 20,067,350 units at April 30, 2011)
    119,382       123,627  
Noncontrolling interests – consolidated real estate entities
    8,697       8,973  
Total equity
    532,533       544,290  
TOTAL LIABILITIES AND EQUITY
  $ 1,611,674     $ 1,615,363  
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
for the three months ended July 31, 2011 and 2010
 
   
(in thousands, except per share data)
 
   
Three Months Ended
July 31
 
   
2011
   
2010
 
REVENUE
           
Real estate rentals
  $ 48,900     $ 47,859  
Tenant reimbursement
    10,728       11,317  
TOTAL REVENUE
    59,628       59,176  
EXPENSES
               
Depreciation/amortization related to real estate investments
    14,166       13,914  
Utilities
    3,998       4,054  
Maintenance
    6,828       6,894  
Real estate taxes
    7,803       7,824  
Insurance
    877       451  
Property management expenses
    5,381       5,090  
Administrative expenses
    1,952       1,757  
Advisory and trustee services
    229       212  
Other expenses
    315       353  
Amortization related to non-real estate investments
    734       652  
TOTAL EXPENSES
    42,283       41,201  
Interest expense
    (15,925 )     (16,071 )
Interest income
    53       54  
Other income
    100       83  
Income from continuing operations before income taxes
    1,573       2,041  
Income tax expense
    0       (19 )
Income from continuing operations
    1,573       2,022  
Income from discontinued operations
    0       310  
NET INCOME
    1,573       2,332  
Net income attributable to noncontrolling interests – Operating Partnership
    (178 )     (370 )
Net loss attributable to noncontrolling interests – consolidated real estate entities
    26       24  
Net income attributable to Investors Real Estate Trust
    1,421       1,986  
Dividends to preferred shareholders
    (593 )     (593 )
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS
  $ 828     $ 1,393  
Earnings per common share from continuing operations – Investors Real Estate Trust – basic and diluted
    .01       .02  
Earnings per common share from discontinued operations – Investors Real Estate Trust – basic and diluted
    .00       .00  
NET INCOME PER COMMON SHARE – BASIC AND DILUTED
  $ .01     $ .02  
DIVIDENDS PER COMMON SHARE
  $ .1715     $ .1715  

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



INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited)
for the three months ended July 31, 2011 and 2010
 
   
(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, 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
                                    1,986       338       2,324  
Distributions – common shares and units
                                    (13,036 )     (3,514 )     (16,550 )
Distributions – preferred shares
                                    (593 )             (593 )
Distribution reinvestment plan
                    330       2,773                       2,773  
Shares issued
                    1,774       14,785                       14,785  
Redemption of units for common shares
                    249       1776               (1,776 )     0  
Adjustments to redeemable noncontrolling interests
                            393                       393  
Other
                            (1 )             (300 )     (301 )
Balance July 31, 2010
    1,150     $ 27,317       78,158     $ 603,344     $ (213,055 )   $ 140,340     $ 557,946  
                                                         
                                                         
                                                         
Balance April 30, 2011
    1,150     $ 27,317       80,523     $ 621,936     $ (237,563 )   $ 132,600     $ 544,290  
Net income attributable to Investors Real Estate Trust and nonredeemable noncontrolling interests
                                    1,421       147       1,568  
Distributions – common shares and units
                                    (13,850 )     (3,424 )     (17,274 )
Distributions – preferred shares
                                    (593 )             (593 )
Distribution reinvestment plan
                    375       2,950                       2,950  
Shares issued
                    253       2,142                       2,142  
Redemption of units for common shares
                    109       999               (999 )     0  
Adjustments to redeemable noncontrolling interests
                            (298 )                     (298 )
Other
                    (1 )     (7 )             (245 )     (252 )
Balance July 31, 2011
    1,150     $ 27,317       81,259     $ 627,722     $ (250,585 )   $ 128,079     $ 532,533  
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
for the three months ended July 31, 2011 and 2010
 
   
(in thousands)
 
   
Three Months Ended
July 31
 
 
 
2011
   
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net Income
  $ 1,573     $ 2,332  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    15,301       15,534  
Bad debt expense
    85       0  
Changes in other assets and liabilities:
               
Increase in receivable arising from straight-lining of rents
    (419 )     (453 )
Increase in accounts receivable
    (148 )     (913 )
Decrease (increase) in prepaid and other assets
    354       (1,843 )
Increase in tax, insurance and other escrow
    (366 )     (1,090 )
Increase in deferred charges and leasing costs
    (1,302 )     (1,387 )
Decrease in accounts payable, accrued expenses, and other liabilities
    (4,733 )     (3,570 )
Net cash provided by operating activities
    10,345       8,610  
CASH FLOWS FROM INVESTING ACTIVITIES
               
Proceeds from real estate deposits
    381       433  
Payments for real estate deposits
    (510 )     (219 )
Increase in other investments
    (2 )     0  
Decrease in lender holdbacks for improvements
    436       0  
Proceeds from sale of real estate and other investments
    4       0  
Insurance proceeds received
    50       3  
Payments for acquisitions and improvements of real estate investments
    (12,240 )     (8,887 )
Net cash used by investing activities
    (11,881 )     (8,670 )
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from mortgages payable
    21,445       12,975  
Principal payments on mortgages payable
    (14,286 )     (11,468 )
Principal payments on revolving lines of credit and other debt
    0       (22 )
Proceeds from revolving lines of credit and other debt
    4,000       0  
Principal payments on notes payable
    (10 )     0  
Proceeds from sale of common shares, net of issue costs
    1,699       14,532  
Repurchase of fractional shares and partnership units
    (7 )     (1 )
Distributions paid to common shareholders, net of reinvestment of $2,742 and $2,589, respectively
    (11,108 )     (10,447 )
Distributions paid to preferred shareholders
    (593 )     (593 )
Distributions paid to noncontrolling interests – Unitholders of the Operating Partnership, net of reinvestment of $208 and $184, respectively
    (3,216 )     (3,330 )
Distributions paid to noncontrolling interests – consolidated real estate entities
    (245 )     (300 )
Distributions paid to redeemable noncontrolling interests – consolidated real estate entities
    (27 )     0  
Net cash (used) provided by financing activities
    (2,348 )     1,346  
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    (3,884 )     1,286  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    41,191       54,791  
CASH AND CASH EQUIVALENTS AT END OF PERIOD
  $ 37,307     $ 56,077  


(continued)


INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, continued)
for the three months ended July 31, 2011 and 2010
 
   
(in thousands)
 
   
Three Months Ended
July 31
 
 
 
2011
   
2010
 
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES FOR THE PERIOD
           
Distribution reinvestment plan
  $ 2,742     $ 2,589  
Operating partnership distribution reinvestment plan
    208       184  
Operating partnership units converted to shares
    999       1,776  
Real estate investment acquired through assumption of indebtedness and accrued costs
    0       4,288  
Adjustments to accounts payable included within real estate investments
    (1,843 )     (1,352 )
Fair value adjustments to redeemable noncontrolling interests
    298       (393 )
Involuntary conversion of assets due to flood damage
    2,176       0  
Construction debt reclassified to mortgages payable
    2,000       0  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
Cash paid during the period for:
               
Interest on mortgages
    14,751       16,365  
Interest other
    817       79  
    $ 15,568     $ 16,444  
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.



INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
for the three months ended July 31, 2011 and 2010
 
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. As a REIT, we 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, except for taxes on undistributed REIT taxable income and taxes on the income generated by our taxable REIT subsidiary (“TRS”). Our TRS is subject to corporate federal and state income tax on its taxable income at regular statutory rates. We have considered estimated future taxable income and have determined that there were no material income tax provisions or material net deferred income tax items for our TRS for the quarters ended July 31, 2011 and 2010.  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, Michigan, Missouri, Montana, Nebraska, South Dakota, Wisconsin and Wyoming. As of July 31, 2011, IRET owned 78 multi-family residential properties with 8,664 apartment units and 176 commercial properties, consisting of office, medical, industrial and retail properties, totaling 12.2 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 80.3% and 80.1%, respectively, as of July 31, 2011 and April 30, 2011. 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 (GAAP). 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 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2011, as filed with the SEC on July 14, 2011.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
In May 2011, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 amended Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, to converge the fair value measurement guidance in  U.S. GAAP and International Financial Reporting Standards (“IFRS”), and in some limited cases, changes some principles to achieve convergence between U.S. GAAP and IFRS. ASU 2011-04 results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. The amendments are to be applied prospectively for annual periods beginning after December 15, 2011.  The Company is evaluating the effect ASU 2011-04 will have on the Company’s consolidated financial statements, but does not expect  the adoption of ASU 2011-04 will have a material effect on the Company’s operating results or financial position. To date, the Company has not had any transfers in and out of Level 1 and Level 2 fair value measurements, nor does it have any Level 3 fair value measurements.
 
In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income, which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income, or in two separate but consecutive statements. ASU 2011-05 eliminates the option to present components of other comprehensive income as part of the statement of equity. ASU 2011-05 will be effective for the Company beginning after December 15, 2011. The Company does not expect the adoption of ASU 2011-05 to have a material effect on its operating results or financial position.
 
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 three months ended July 31, 2011 and 2010, the Company incurred no losses due to impairment.
 
COMPENSATING BALANCES AND OTHER INVESTMENTS
 
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, deposit of $350,000; United Community Bank, Minot, North Dakota, deposit of $275,000; Commerce Bank, A Minnesota Banking Corporation, deposit of $250,000; First International Bank, Watford City, North Dakota, deposit of $6.0 million; Peoples State Bank of Velva, North Dakota, deposit of $225,000; Equity Bank, Minnetonka, Minnesota, deposit of $300,000; Associated Bank, Green Bay, Wisconsin, deposit of $500,000; Town & Country Credit Union, Minot, North Dakota, deposit of $1,000, and Venture Bank, Eagan, Minnesota, deposit of $275,000. The deposits at United Community Bank and Equity Bank and a portion of the deposit at Dacotah Bank are held as certificates of deposit and comprise the $627,000 in Other investments on the Condensed Consolidated Balance Sheets.  The certificates of deposit have remaining terms of less than three years and the Company intends to hold them to maturity.
 



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 three months ended July 31, 2011, the Company added no new intangible assets or liabilities. In the three months ended July 31, 2010,  the Company added approximately $1.4 million of new intangible assets and no new intangible liabilities. The weighted average life of the intangible assets acquired in the three months ended July 31, 2010 is 6.5 years. Amortization of intangibles related to above or below-market leases is recorded in Real estate rentals in the Condensed Consolidated Statements of Operations. Amortization of other intangibles is recorded in Depreciation/amortization related to real estate investments in the Condensed 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 July 31, 2011 and April 30, 2011 were as follows:
 
   
(in thousands)
 
 
 
July 31, 2011
   
April 30, 2011
 
Identified intangible assets (included in intangible assets):
           
Gross carrying amount
  $ 91,985     $ 91,986  
Accumulated amortization
    (43,877 )     (42,154 )
Net carrying amount
  $ 48,108     $ 49,832  
                 
Indentified intangible liabilities (included in other liabilities):
               
Gross carrying amount
  $ 1,104     $ 1,104  
Accumulated amortization
    (925 )     (900 )
Net carrying amount
  $ 179     $ 204  
 
The effect of amortization of acquired below-market leases and acquired above-market leases on rental income was approximately $(26,000) and $(7,000) for the three months ended July 31, 2011 and 2010, respectively. 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)
 
2013
  $ 31  
2014
    35  
2015
    18  
2016
    14  
2017
    6  
 
Amortization of all other identified intangible assets (a component of depreciation and amortization expense) was $1.7 million and $2.0 million for the three months ended July 31, 2011 and 2010, respectively. The estimated annual amortization of all other identified intangible assets for each of the five succeeding fiscal years is as follows:
 
Year Ended April 30,
 
(in thousands)
 
2013
  $ 4,598  
2014
    4,140  
2015
    3,783  
2016
    3,566  
2017
    3,097  
 
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 value as of July 31, 2011 and April 30, 2011 was $1.1 million. The annual review at April 30, 2011 indicated no impairment and there was no indication of impairment at July 31, 2011.
 


 

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. This retrospective recast was completed previously as it relates to prior year discontinued operations; there were no discontinued operations in the current year.
 
INVOLUNTARY CONVERSION OF ASSETS
 
As we have previously reported, Minot, North Dakota, where our corporate headquarters are located, experienced significant flooding in June 2011, resulting in extensive damage to our Arrowhead Shopping Center and Chateau Apartments. Costs related to clean-up and redevelopment are insured to a limit that the Company believes will allow for full restoration of both properties, with loss of rents covered by business interruption insurance. The Company plans to restore the assets that were damaged by the flooding and expects that the costs of such restoration and rebuilding will be recoverable from insurance proceeds, subject to a $200,000 deductible. The financial and operational effect of the flooding in the first quarter of fiscal year 2012 is reflected in our financial statements through a write down of assets on the Condensed Consolidated Balance Sheets totaling approximately $2.2 million with an offsetting insurance receivable of $2.2 million recorded within Accounts receivable, and a $312,000 deduction to Net Income on the Condensed Consolidated Statements of Operations, of which $137,000 will be added back as income when insurance proceeds are received and gain contingencies are resolved, in accordance with GAAP.
 
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 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 months ended July 31, 2011 and 2010:
 
   
(in thousands, except per share data)
 
   
Three Months Ended
July 31
 
 
 
2011
   
2010
 
NUMERATOR
           
Income from continuing operations – Investors Real Estate Trust
  $ 1,421     $ 1,742  
Income (loss) from discontinued operations – Investors Real Estate Trust
    0       244  
Net income attributable to Investors Real Estate Trust
    1,421       1,986  
Dividends to preferred shareholders
    (593 )     (593 )
Numerator for basic earnings per share – net income available to common shareholders
    828       1,393  
Noncontrolling interests – Operating Partnership
    178       370  
Numerator for diluted earnings per share
  $ 1,006     $ 1,763  
DENOMINATOR
               
Denominator for basic earnings per share weighted average shares
    80,854       76,384  
Effect of convertible operating partnership units
    19,990       20,393  
Denominator for diluted earnings per share
    100,844       96,777  
Earnings per common share from continuing operations – Investors Real Estate Trust – basic and diluted
  $ .01     $ .02  
Earnings per common share from discontinued operations – Investors Real Estate Trust – basic and diluted
    .00       .00  
NET INCOME PER COMMON SHARE – BASIC & DILUTED
  $ .01     $ .02  
 

 


 
NOTE 4 • EQUITY
 
During the three months ended July 31, 2011 and 2010, respectively, approximately 109,000 Units and 249,000 Units were converted to common shares, with a total value of approximately $999,000 and $1.8 million included in equity. Approximately 13,000 common shares were issued under the Company’s 401(k) plan during the three months ended July 31, 2011, with a total value of approximately $106,000 included in equity. No common shares were issued under the Company’s 401(k) plan during the three months ended July 31, 2010. Under the Company’s Distribution Reinvestment and Share Purchase Plan, approximately 562,000 common shares and 375,000 common shares were issued during the three months ended July 31, 2011 and 2010, respectively, with a total value of $4.5 million and $3.1 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 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 month periods ended July 31, 2011 and 2010, 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 July 31, 2011
Multi-Family
Residential
   
Commercial-
Office
   
Commercial-
Medical
   
Commercial-
Industrial
   
Commercial-
Retail
   
Total
 
                                     
Real estate revenue
  $ 17,482     $ 18,815     $ 16,617     $ 3,435     $ 3,279     $ 59,628  
Real estate expenses
    8,366       8,944       5,518       966       1,093       24,887  
Net operating income
  $ 9,116     $ 9,871     $ 11,099     $ 2,469     $ 2,186       34,741  
Depreciation/amortization
                                            (14,900 )
Administrative, advisory and trustee services
                                            (2,181 )
Other expenses
                                      (315 )
Interest expense
                                            (15,925 )
Interest and other income
                                            153  
Net income
    $ 1,573  

 
(in thousands)
 
Three Months Ended July 31, 2010
Multi-Family
Residential
   
Commercial-
Office
   
Commercial-
Medical
   
Commercial-
Industrial
   
Commercial-
Retail
   
Total
 
                                     
Real estate revenue
  $ 16,167     $ 19,893     $ 16,310     $ 3,389     $ 3,417     $ 59,176  
Real estate expenses
    8,058       8,943       5,308       964       1,040       24,313  
Net operating income
  $ 8,109     $ 10,950     $ 11,002     $ 2,425     $ 2,377       34,863  
Depreciation/amortization
                                            (14,566 )
Administrative, advisory and trustee services
                                      (1,969 )
Other expenses
                                            (353 )
Interest expense
                                            (16,071 )
Interest and other income
                                            137  
Income tax expense
                                            (19 )
Income from continuing operations
                                            2,022  
Income from discontinued operations
                                            310  
Net income
    $ 2,332  


Segment Assets and Accumulated Depreciation
 
Segment assets are summarized as follows as of July 31, 2011, and April 30, 2011, along with reconciliations to the condensed consolidated financial statements:
 
   
(in thousands)
 
As of July 31, 2011
 
Multi-Family
Residential
   
Commercial-
Office
   
Commercial-
Medical
   
Commercial-
Industrial
   
Commercial-
Retail
   
Total
 
                                     
Segment Assets
                                   
Property owned
  $ 486,585     $ 597,015     $ 448,450     $ 118,208     $ 127,227     $ 1,777,485  
Less accumulated depreciation/amortization
    (120,579 )     (108,861 )     (68,506 )     (18,421 )     (22,926 )     (339,293 )
Total property owned
  $ 366,006     $ 488,154     $ 379,944     $ 99,787     $ 104,301       1,438,192  
Cash and cash equivalents
                                            37,307  
Marketable securities
                                            627  
Receivables and other assets
                                            116,145  
Development in progress
                                            12,697  
Unimproved land
                                            6,550  
Mortgage loans receivable, net of allowance
                                            156  
Total Assets
                                          $ 1,611,674  

   
(in thousands)
 
As of April 30, 2011
 
Multi-Family
Residential
   
Commercial-
Office
   
Commercial-
Medical
   
Commercial-
Industrial
   
Commercial-
Retail
   
Total
 
                                     
Segment assets
                                   
Property owned
  $ 484,815     $ 595,491     $ 447,831     $ 117,602     $ 125,059     $ 1,770,798  
Less accumulated depreciation/amortization
    (117,718 )     (104,650 )     (65,367 )     (17,713 )     (23,504 )     (328,952 )
Total property owned
  $ 367,097     $ 490,841     $ 382,464     $ 99,889     $ 101,555       1,441,846  
Cash and cash equivalents
                                            41,191  
Marketable securities
                                            625  
Receivables and other assets
                                            115,302  
Development in progress
                                            9,693  
Unimproved land
                                            6,550  
Mortgage loans receivable, net of allowance
                                            156  
Total Assets
    $ 1,615,363  
 
NOTE 6 • COMMITMENTS AND CONTINGENCIES
 
Litigation. The Company is not a party to any legal proceedings which are expected to have a material effect on the Company’s liquidity, financial position, cash flows or results of operations. The Company is subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by liability insurance. Various claims of resident discrimination are also periodically brought, most of which also are covered by insurance. While the resolution of these matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material effect on the Company’s liquidity, financial position, cash flows or results of operations.
 
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 July 31, 2011, the total property cost of the 28 properties subject to purchase options was approximately $209.4 million, and the total gross rental revenue from these properties was approximately $5.1 million for the three months ended July 31, 2011.
 


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 material 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 material costs to the Company.
 
Restrictions on Taxable Dispositions. Approximately 107 of IRET’s properties, consisting of approximately 6.2 million square feet of the Company’s combined commercial segments’ properties and 3,768 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 $771.1 million at July 31, 2011. 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.
 
Redemption Value of UPREIT Units.  The limited partnership units (“UPREIT Units”) of the Company’s operating partnership, IRET Properties, are redeemable at the option of the holder for cash, or, at our option, for the Company’s common shares of beneficial interest on a one-for-one basis, after a minimum one-year holding period.  All UPREIT Units receive the same cash distributions as those paid on common shares.  UPREIT Units are redeemable for an amount of cash per Unit equal to the average of the daily market price of an IRET common share for the ten consecutive trading days immediately preceding the date of valuation of the Unit.  As of July 31, 2011 and 2010, the aggregate redemption value of the then-outstanding UPREIT Units of the operating partnership owned by limited partners was approximately $164.0 million and $171.6 million, respectively.
 
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. As of July 31, 2011, IRET had 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 July 31, 2011, the Company is committed to fund approximately $6.5 million in tenant improvements, within approximately the next 12 months.
 
Development, Expansion and Renovation Projects. The Company has several development, expansion and renovation projects currently underway, as follows:
 
Multi-Family Conversion, Minot, North Dakota:  The Company is converting an existing approximately 15,000 square foot commercial office building in Minot, North Dakota to a 24-unit multi-family residential property, for an estimated total cost of $2.2 million.  As of July 31, 2011, the Company had incurred approximately $319,000 of these project costs.  Work on this project had been temporarily postponed as Company employees and other resources were directed to the supervision of repairs at Company properties damaged by the extensive summer flooding in Minot, North Dakota, but this conversion project has now resumed.
 
Senior Housing Memory Care and Assisted Living Units,Casper, Wyoming: The Company is currently constructing an additional approximately 28 assisted living units and 16 memory care units at its existing Meadow Wind senior housing facility in Casper, Wyoming.  The Company estimates that construction costs for this expansion project will total approximately $4.5 million and the project will be completed in the third quarter of fiscal year 2012.  As of July 31, 2011, the Company had incurred approximately $814,000 of these project costs.
 


Trinity Hospital Build-to-Suit, Minot, North Dakota: The Company has committed to construct an approximately 25,000 square foot, one-story medical clinic for Trinity Health, a non-profit healthcare organization based in Minot, North Dakota, on land owned by the Company adjacent to the Company’s former headquarters building in Minot.  Construction of this build-to-suit facility began in the second quarter of fiscal year 2011, with completion and occupancy by Trinity expected in the second quarter of fiscal year 2012.  Estimated total project costs (excluding the value of the land) are $7.4 million, of which, as of July 31, 2011, the Company had incurred approximately $6.7 million.
 
Quarry Ridge Apartment Homes, Rochester, Minnesota: In June 2011, the Company commenced construction on an approximately 159-unit apartment project in Rochester, Minnesota, located adjacent to its existing Quarry Ridge Apartment Homes. The Company currently estimates that construction costs (excluding the value of the land) will total approximately $17.3 million, and that the project will be completed approximately 14 months from the start of construction. As of July 31, 2011, the Company had incurred approximately $495,000 of the estimated construction costs.
 
Construction interest capitalized for the three month periods ended July 31, 2011 and 2010, respectively, was approximately $75,000 and $24,000 for development projects completed and in progress.
 
Pending Acquisitions.  As of July 31, 2011, the Company had signed purchase agreements for the acquisition of the following properties; all of these pending acquisitions are subject to various closing conditions and contingencies, and no assurances can be given that any of these acquisitions will be completed:
 
Montana Multi-Family Residential Property:  Two multi-family residential projects in Billings, Montana with a total of 36 units, for a purchase price totaling approximately $2.1 million, currently expected to be paid in cash.
 
South Dakota Multi-Family Residential Property:  Two multi-family residential properties in Sioux Falls, South Dakota, with 50 units and 24 units, respectively, for purchase prices of $4.7 million and $2.3 million, respectively, to be paid in cash.
 
Minnesota Medical Office Property:  An approximately 2,990 square foot medical office property located in Edina, Minnesota, for a purchase price of $505,000. This property adjoins an existing medical office property owned by the Company.
 
North Dakota Vacant Land:  An approximately 9.6 acre parcel of vacant land located in Minot, North Dakota, zoned for commercial development, with an expected purchase price of approximately $416,000.
 
Minnesota Multi-Family Property:  A 36-unit multi-family residential property in Isanti, Minnesota, for a purchase price of approximately $3.5 million currently expected to be paid in cash.
 


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. The Company also reports any gains or losses from the sale of a property in discontinued operations. There were no properties classified as discontinued operations during the three months ended July 31, 2011. There were no properties held for sale as of July 31, 2011 or 2010. 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 ended July 31, 2010:
 
   
(in thousands)
 
   
Three Months Ended
July 31
 
   
2010
 
REVENUE
     
Real estate rentals
  $ 2,826  
Tenant reimbursement
    19  
TOTAL REVENUE
    2,845  
EXPENSES
       
Depreciation/amortization related to real estate investments
    568  
Utilities
    241  
Maintenance
    301  
Real estate taxes
    325  
Insurance
    54  
Property management expenses
    357  
Amortization related to non-real estate investments
    2  
TOTAL EXPENSES
    1,848  
Interest expense
    (691 )
Interest income
    4  
INCOME FROM DISCONTINUED OPERATIONS
  $ 310  

 
NOTE 8 • ACQUISITIONS AND DISPOSITIONS
 
PROPERTY ACQUISITIONS
 
During the first quarter of fiscal year 2012, the Company substantially completed construction of a six-screen movie theater at its existing Buffalo Mall property in Jamestown, North Dakota, for a total cost of $2.2 million. The Company had no acquisitions during the first quarter of fiscal year 2012.
 
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.
 
The Company expensed approximately $0 and $52,000 of transaction costs related to acquisitions in the three months ended July 31, 2011 and 2010, respectively. The Company’s acquisitions and development projects placed in service during the three months ended July 31, 2011 and 2010 are detailed below:
 


Three Months Ended July 31, 2011
 
   
(in thousands)
 
Acquisitions and Development Projects Placed in Service
 
Land
   
Building
   
Intangible Assets
   
Acquisition Cost
 
                         
Commercial Retail
                       
19,037 sq. ft. Jamestown Buffalo Mall Theater- Jamestown, ND(1)
  $ 0     $ 764     $ 0     $ 764  
                                 
Total Property Acquisitions
  $ 0     $ 764     $ 0     $ 764  
 
(1)  
Construction project placed in service June 15, 2011. Additional costs incurred in fiscal year 2011 totaled $1.4 million, for a total project cost at July 31, 2011 of $2.2 million.
 
Three Months Ended July 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, ND(2)
    0       1,616       0       1,616  
                                 
Total Property Acquisitions
  $ 1,289     $ 4,163     $ 1,409     $ 6,861  
 
(2)  
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 July 31, 2010 of $3.9 million.
 
PROPERTY DISPOSITIONS
 
There were no dispositions in the first quarter of fiscal years 2012 and 2011.
 
NOTE 9 • MORTGAGES PAYABLE AND LINE OF CREDIT
 
The Company’s mortgages payable and revolving lines of credit are collateralized by substantially all of its properties owned. The majority of the Company’s mortgages payable are secured by individual properties or groups of properties, and are non-recourse to the Company, other than for standard carve-out obligations such as fraud, waste, failure to insure, environmental conditions and failure to pay real estate taxes. Interest rates on mortgages payable range from 2.82% to 8.25%, and the mortgages have varying maturity dates from the current fiscal year through June 9, 2035.
 
Of the mortgages payable, the balances of fixed rate mortgages totaled $996.3 million at July 31, 2011 and $992.3 million at April 30, 2011. The balances of variable rate mortgages totaled $6.7 million and $1.5 million as of July 31, 2011, and April 30, 2011, respectively. The Company does not utilize derivative financial instruments to mitigate its exposure to changes in market interest rates. Most of the fixed rate mortgages have substantial pre-payment penalties. As of July 31, 2011, the weighted average rate of interest on the Company’s mortgage debt was 5.90%, compared to 5.92% on April 30, 2011. The aggregate amount of required future principal payments on mortgages payable as of July 31, 2011, is as follows:
 
Year Ended April 30,
 
(in thousands)
 
2012 (remainder)
  $ 46,456  
2013
    50,164  
2014
    65,421  
2015
    97,851  
2016
    77,822  
Thereafter
    665,248  
Total payments
  $ 1,002,962  
 

 


 
The Company’s revolving, multi-bank line of credit with First International Bank and Trust, Watford City, North Dakota, as lead bank, had, as of July 31, 2011, lending commitments of $50.0 million, with the capacity to grow to $60.0 million.  As of July 31, 2011, the line of credit was secured by mortgages on 23 properties; under the terms of the line of credit, properties may be added and removed from the collateral pool with the agreement of the lenders. Participants in this credit facility as of July 31, 2011 included, in addition to First International Bank, the following financial institutions:  The Bank of North Dakota; First Western Bank and Trust; Dacotah Bank; United Community Bank; American State Bank & Trust Company and Town & Country Credit Union. The line of credit has a current interest rate of 5.65% and a minimum outstanding principal balance requirement of $10.0 million, and as of July 31, 2011, the Company had borrowed $34.0 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 July 31, 2011, the Company believes it is in compliance with the facility covenants.
 
NOTE 10 • FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The following methods and assumptions were used to estimate the fair value of each class of financial instruments.
 
Mortgage Loans Receivable. Fair values are based on the discounted value of future cash flows expected to be received for a loan using current rates at which similar loans would be made to borrowers with similar credit risk and the same remaining maturities. Terms are short term in nature and carrying value approximates the estimated fair value.
 
Cash and Cash Equivalents. The carrying amount approximates fair value because of the short maturity.
 
Other Investments.  The carrying amount, or cost plus accrued interest, of the certificates of deposit approximates fair value.
 
Other Debt. The fair value of other debt is estimated based on the discounted cash flows of the loan using current market rates.
 
Line of Credit.  The carrying amount approximates fair value because the variable rate debt re-prices frequently.
 
Mortgages Payable. For variable rate loans that re-price frequently, fair values are based on carrying values. The fair value of fixed rate loans is estimated based on the discounted cash flows of the loans using current market rates.
 
The estimated fair values of the Company’s financial instruments as of July 31, 2011 and April 30, 2011, are as follows:
 
   
(in thousands)
 
   
July 31, 2011
   
April 30, 2011
 
   
Carrying Amount
   
Fair Value
   
Carrying Amount
   
Fair Value
 
FINANCIAL ASSETS
                       
Mortgage loans receivable
  $ 156     $ 156     $ 156     $ 156  
Cash and cash equivalents
    37,307       37,307       41,191       41,191  
Other investments
    627       627       625       625  
FINANCIAL LIABILITIES
                               
Other debt
    6,190       5,593       8,200       7,279  
Line of credit
    34,000       34,000       30,000       30,000  
Mortgages payable
    1,002,962       1,023,373       993,803       1,013,713  

NOTE 11 • REDEEMABLE NONCONTROLLING INTERESTS
 
Redeemable noncontrolling interests on our Condensed Consolidated Balance Sheets represent the noncontrolling interest in a joint venture of the Company in which the Company’s unaffiliated partner, at its election, can require the Company to 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. Redeemable noncontrolling interests are presented at the greater of their carrying amount or redemption value at the end of each reporting period. Changes in the value from period to period are charged to common shares of beneficial interest on our consolidated balance sheets. As of July 31, 2011 and April 30, 2011, the estimated redemption value of the redeemable noncontrolling interests was $1.3 million and $987,000, respectively. Below is a table reflecting the activity of the redeemable noncontrolling interests.
 
 
   
(in thousands)
 
Balance at April 30, 2010
  $ 1,812  
Net income
    8  
Distributions
    0  
Mark-to-market adjustments
    (393 )
Balance at July 31, 2010
  $ 1,427  

   
(in thousands)
 
Balance at April 30, 2011
  $ 987  
Net income
    5  
Distributions
    (27 )
Mark-to-market adjustments
    298  
Balance at July 31, 2011
  $ 1,263  
 
NOTE 12 • SUBSEQUENT EVENTS
 
Common and Preferred Share Distributions. On September 2, 2011, the Company’s Board of Trustees declared a regular quarterly distribution of 13.00 cents per share and unit on the Company’s common shares of beneficial interest and limited partnership units of IRET Properties, payable October 1, 2011 to common shareholders and unitholders of record on September 12, 2011. Also on September 2, 2011, the Company’s Board of Trustees declared a distribution of 51.56 cents per share on the Company’s preferred shares of beneficial interest, payable September 30, 2011 to preferred shareholders of record on September 15, 2011.
 
Pending Development Project and Completed Acquisitions and Disposition. Subsequent to the end of the first quarter of fiscal year 2012, the Company formed a joint venture to construct a 145-unit multi-family residential property in Williston, North Dakota.  Construction commenced in August 2011, and the Company currently estimates that the project will be completed by August 2012 at a total cost of approximately $19.5 million.  The Company is the majority member of the joint venture, with a 60% interest; the remaining 40% interest is held by the Company’s joint venture partner, a Minnesota limited liability company formed by a developer and a construction company based in St. Cloud, Minnesota.  The Company’s cash contribution to the project is approximately $3.3 million.  In August 2011, the joint venture closed on a construction loan of $13.7 million from First International Bank and Trust, Watford City, North Dakota.  First International is owned by Stephen Stenehjem, a trustee of the Company, and members of his family. On August 1, 2011, the Company closed on its acquisition of a 147-unit Regency Park Estates multi-family residential property in St. Cloud, Minnesota, for a purchase price totaling $10.9 million, of which approximately $7.2 million consisted of the assumption of existing debt, with the remaining approximately $3.7 million paid in cash (approximately $2.2 million) and in limited partnership units of the Operating Partnership valued at approximately $1.5 million. Subsequent to the end of the first quarter of fiscal year 2012, the Company entered into a 10-year, fully net lease with a provider of production enhancement services to the oil and gas industry, to construct and then lease an approximately 23,000 square foot industrial building to be located in Minot, North Dakota on an approximately 9-acre parcel of vacant land.  The Company expects construction of the project to begin in the fall of 2011, with completion estimated in the summer of 2012.  Total construction costs are currently estimated at $4.8 million, subject to tenant requested changes.  This build-to-suit project is subject to a termination option if cost components exceed current budgeted projections, and accordingly no assurances can be given that this pending development project will be completed. On September 1, 2011, the Company closed on its acquisition of seven senior housing projects located in Boise, Idaho and towns surrounding Boise, with a total of approximately 261 beds, for a total purchase price of approximately $33.8 million.  The Company placed mortgage debt of $9.5 million on these properties on September 1, 2011, and currently expects to close on an additional $6.6 million in mortgage loans by the end of September 2011.  The remainder of the acquisition price was paid in cash. Also subsequent to the end of the first quarter of fiscal year 2012, on August 1, 2011, the Company sold a retail property in Livingston, Montana for a sale price of approximately $2.2 million, with approximately $1.2 million of the sale proceeds applied to pay off the outstanding mortgage loan balance on the property.
 
The Company has no currently pending dispositions.
 


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 unaudited condensed consolidated financial statements included in this report, as well as the Company’s audited financial statements for the fiscal year ended April 30, 2011, which are included in the Company’s Form 10-K filed with the SEC on July 14, 2011.
 
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 and various other economic risks inherent in the business of owning and operating investment real estate.
 
Overview. IRET is a self-advised equity REIT engaged in owning and operating income-producing real estate properties. Our investments include multi-family residential properties and commercial office, commercial medical, commercial industrial and commercial retail properties located primarily in the upper Midwest states of Minnesota and North Dakota. Our properties are diversified by type and location. As of July 31, 2011, our real estate portfolio consisted of 78 multi-family residential properties containing 8,664 apartment units and having a total real estate investment amount net of accumulated depreciation of $366.0 million, and 176 commercial properties containing approximately 12.2 million square feet of leasable space. Our commercial properties consist of:
 
 
68 commercial office properties containing approximately 5.1 million square feet of leasable space and having a total real estate investment amount net of accumulated depreciation of $488.2 million;
 
 
56 commercial medical properties (including senior housing) containing approximately 2.7 million square feet of leasable space and having a total real estate investment amount net of accumulated depreciation of $379.9 million;
 
 
19 commercial industrial properties containing approximately 2.9 million square feet of leasable space and having a total real estate investment amount net of accumulated depreciation of $99.8 million; and
 
 
33 commercial retail properties containing approximately 1.5 million square feet of leasable space and having a total real estate investment amount net of accumulated depreciation of $104.3 million.
 
Our primary source of income and cash is rents associated with multi-family residential and commercial leases. Our business objective is to increase shareholder value by employing a disciplined investment strategy. This strategy is focused on growing assets in desired geographical markets, achieving diversification by property type and location, and adhering to targeted returns in acquiring properties. We intend to continue to achieve our business objective by investing in multi-family residential properties and in commercial office, commercial medical, commercial industrial, and commercial retail properties that are leased to single or multiple tenants, usually for five years or longer, and are located throughout the upper Midwest. We operate mainly within the states of North Dakota and Minnesota, although we also have real estate investments in Colorado, Idaho, Iowa, Kansas, Michigan, Missouri, Montana, Nebraska, South Dakota, Wisconsin and Wyoming.
 
We compete with other owners and developers of multi-family and commercial properties to attract tenants to our properties, and we compete with other real estate investors to acquire properties. Principal areas of competition for tenants are in respect of rents charged and the attractiveness of location and quality of our properties. Competition for investment properties affects our ability to acquire properties we want to add to our portfolio, and the price we pay for acquisitions.
 
Physical occupancy as of July 31, 2011 compared to July 31, 2010 increased in all of our reportable segments except for commercial office, on an all-property basis.  On a stabilized basis, physical occupancy increased in three of our segments, decreasing in commercial office and commercial medical, from the year-earlier period.  Our overall level of tenant concessions increased in the three month period ended July 31, 2011, compared to the three months ended July 31, 2010.
 
We believe the decreased occupancy levels in our commercial office segment reflect the economic conditions in our markets, as recovery from the national economic recession has been slow and we continue to experience a challenging market environment.  Our multi-family residential properties, however, continued to improve in occupancy and real estate revenue compared to the year-earlier period.
 


During the first quarter of fiscal year 2012, as discussed below in the Property Acquisitions and Dispositions section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company substantially completed construction of a six-screen movie theater at its existing Buffalo Mall property in Jamestown, North Dakota.  The Company had no acquisitions or dispositions during the first quarter of fiscal year 2012.
 
As we have previously reported, Minot, North Dakota, where our corporate headquarters are located, experienced significant flooding in June 2011, resulting in extensive damage to our Arrowhead Shopping Center and Chateau Apartments. Costs related to clean-up and redevelopment are insured to a limit that the Company believes will allow for full restoration of both properties, with loss of rents covered by business interruption insurance. The Company plans to restore the assets that were damaged by the flooding and expects that the costs of such restoration and rebuilding will be recoverable from insurance proceeds, subject to a $200,000 deductible. The financial and operational effect of the flooding in the first quarter of fiscal year 2012 is reflected in our financial statements through a write down of assets on the Condensed Consolidated Balance Sheets totaling approximately $2.2 million with an offsetting insurance receivable of $2.2 million recorded within Accounts receivable, and a $312,000 deduction to Net Income on the Condensed Consolidated Statements of Operations, of which $137,000 will be added back as income when insurance proceeds are received and gain contingencies are resolved, in accordance with GAAP.
 
Critical Accounting Policies. In preparing the condensed 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. A summary of the Company’s critical accounting policies is included in the Company’s Form 10-K for the fiscal year ended April 30, 2011, filed with the SEC on July 14, 2011, in Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no significant changes to those policies during the three months ended July 31, 2011.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
For disclosure regarding recent accounting pronouncements and the anticipated impact they will have on our operations, please refer to Note 2 to our condensed consolidated financial statements.
 
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JULY 31, 2011 AND 2010
 
REVENUES
 
Revenues for the three months ended July 31, 2011 were $59.6 million compared to $59.2 million in the three months ended July 31, 2010, an increase of $452,000 or 0.8%. The increase in revenue for the three months ended July 31, 2011 resulted primarily from properties acquired in Fiscal 2011, as shown in the table below.
 
   
(in thousands)
 
   
Increase in Total
Revenue
Three Months
ended July 31, 2011
 
Rent in Fiscal 2012 primarily from 8 properties acquired in Fiscal 2011 in excess of that received in Fiscal 2011 from the same 8 properties
  $ 1,130  
Decrease in rental income on stabilized properties due to a decrease in tenant reimbursements in commercial segments related to the overall increase in commercial segments’ vacancy
    (485 )
Increase in tenant concessions
    (193 )
Net increase in total revenue
  $ 452  
 

 


 
The increase in revenue in the three months ended July 31, 2011 compared to the same quarter in the prior fiscal year is shown by segment in the following table:
 
   
Multi-Family
Residential
   
Commercial
Office
   
Commercial
Medical
   
Commercial
Industrial
   
Commercial
Retail
   
All Segments
 
Non-stabilized real estate revenue
  $ 152     $ 321     $ 476     $ 74     $ 107     $ 1,130  
Stabilized real estate revenue
    1,267       (1,425 )     (183 )     (1 )     (143 )     (485 )
Concessions
    (104 )     26       14       (27 )     (102 )     (193 )
Total real estate revenue
  $ 1,315     $ (1,078 )   $ 307     $ 46     $ (138 )   $ 452  

 
 
NET OPERATING INCOME
 
The following tables report segment financial information. We measure the performance of our segments based on net operating income (“NOI”), which we define as total real estate revenues less real estate expenses (which consist of utilities, maintenance, real estate taxes, insurance and property management expenses). We believe 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 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 following tables show real estate revenues, real estate expenses and NOI by reportable operating segment for the three months ended July 31, 2011 and 2010.  For a reconciliation of net operating income of reportable segments to net income as reported, see Note 5 of the Notes to the condensed consolidated financial statements in this report.
 
The tables also show NOI by reportable operating segment on a stabilized property and non-stabilized property basis.  Stabilized properties are properties owned and in operation for the entirety of the periods being compared (including properties that were redeveloped or expanded during the periods being compared, with properties purchased or sold during the periods being compared excluded from the stabilized property category), and, in the case of development or re-development properties, which have achieved a target level of occupancy. This comparison allows the Company to evaluate the performance of existing properties and their contribution to net income. Management believes that measuring performance on a stabilized property basis is useful to investors because it enables evaluation of how the Company’s properties are performing year over year. Management uses this measure to assess whether or not it has been successful in increasing net operating income, renewing the leases of existing tenants, controlling operating costs and appropriately handling capital improvements.
 

   
(in thousands)
 
Three Months Ended July 31, 2011
 
Multi-Family
Residential
   
Commercial-
Office
   
Commercial-
Medical
   
Commercial-
Industrial
   
Commercial-
Retail
   
All Segments
 
                                     
Real estate revenue
  $ 17,482     $ 18,815     $ 16,617     $ 3,435     $ 3,279     $ 59,628  
Real estate expenses
                                               
Utilities
    1,382       1,875       740       (92 )     93       3,998  
Maintenance
    2,635       2,724       1,034       177       258       6,828  
Real estate taxes
    1,643       3,451       1,478       681       550       7,803  
Insurance
    396       236       139       57       49       877  
Property management
    2,310       658       2,127       143       143       5,381  
Total expenses
  $ 8,366     $ 8,944     $ 5,518     $ 966     $ 1,093     $ 24,887  
Net operating income
  $ 9,116     $ 9,871     $ 11,099     $ 2,469     $ 2,186     $ 34,741  
                                                 
Stabilized net operating income
  $ 9,045     $ 9,666     $ 10,600     $ 2,361     $ 2,112     $ 33,784  
Non-stabilized net operating income
    71       205       499       108       74       957  
Total net operating income
  $ 9,116     $ 9,871     $ 11,099     $ 2,469     $ 2,186     $ 34,741  




   
(in thousands)
 
Three Months Ended July 31, 2010
 
Multi-Family
Residential
   
Commercial-
Office
   
Commercial-
Medical
   
Commercial-
Industrial
   
Commercial-
Retail
   
All Segments
 
                                     
Real estate revenue
  $ 16,167     $ 19,893     $ 16,310     $ 3,389     $ 3,417     $ 59,176  
Real estate expenses
                                               
Utilities
    1,304       1,800       814       36       100       4,054  
Maintenance
    2,608       2,783       1,028       188       287       6,894  
Real estate taxes
    1,629       3,563       1,502       621       509       7,824  
Insurance
    250       101       48       38       14       451  
Property management
    2,267       696       1,916       81       130       5,090  
Total expenses
  $ 8,058     $ 8,943     $ 5,308     $ 964     $ 1,040     $ 24,313  
Net operating income
  $ 8,109     $ 10,950     $ 11,002     $ 2,425     $ 2,377     $ 34,863  
                                                 
Stabilized net operating income
  $ 8,109