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8-K - INVESTORS REAL ESTATE TRUST 8-K 3-10-2016 - CENTERSPACEform8k.htm
EX-99.2 - EXHIBIT 99.2 - CENTERSPACEex99_2.htm

Exhibit 99.1
Earnings Release
 

 
INVESTORS REAL ESTATE TRUST ANNOUNCES FINANCIAL AND OPERATING RESULTS
FOR THE QUARTER AND YEAR-TO-DATE ENDED JANUARY 31, 2016

-Reports Funds From Operations of $0.40 and $0.61 per Share/Unit for Third Quarter and Year to Date 2016-
- Increases Total Revenue by 5.4% and 3.7% Year over Year for Third Quarter and Year to Date 2016-

(Minot, ND) – March 10, 2016 - Investors Real Estate Trust (NYSE: IRET) (NYSE: IRETPR) (NYSE: IRETPRB), a self-administered, equity real estate investment trust investing in income-producing properties located primarily in the upper Midwest, today reported its financial and operating results for the quarter and year to date ended January 31, 2016.

Third Quarter Highlights
· Reported Funds from Operations (“FFO”) of $54.5 million or $0.40 per share/unit
· Total revenue for the Company increased by $2.8 million, or 5.4%
· Net Operating Income (“NOI”) from all properties increased by $1.6 million, or 4.8%, and Same-Store NOI decreased by approximately $85,000, or 0.3%
· Executed new and renewal commercial leases for same-store rental properties on 57,206 square feet
· Disposed of three retail properties for sales prices totaling $3.5 million and nine office properties that secured a $122.6 million non-recourse mortgage loan

Year to Date Highlights
· Reported FFO of $84.7 million or $0.61 per share/unit
· Total revenues for the Company increased by $5.7 million, or 3.7%
· NOI from all properties increased by $1.6 million, or 1.7%, and Same-Store NOI decreased by $1.3 million, or 1.5%
· Executed new and renewal commercial leases for same-store rental properties on 376,605 square feet
· Placed into service five development projects totaling $137.8 million

President and Chief Executive Officer Tim Mihalick commented, “We are pleased with our quarterly and year to date results, which demonstrated strong topline growth with revenues increasing by 5.4% and 3.7% for the third quarter and year to date, as well as continued progress in our portfolio repositioning efforts. Within our Same-Store multifamily portfolio, our operating margins were impacted by current market conditions in western North Dakota as well as seasonally low leasing volumes in the winter months, but we expect that we will be able to drive revenues upward as we enter the busier spring and summer leasing seasons. Additionally during the third quarter, we disposed of three retail properties and nine office properties, and have now largely completed our previously announced office and retail disposition program.  As we have previously discussed, this process has resulted in meaningful disruptive FFO performance; however, we believe this capital recycling and portfolio repositioning program will result in a stronger operating platform with a more predictable net income stream.”

Mr. Mihalick continued, “Looking ahead, our efforts in the coming quarters will be centered on driving revenue growth and reducing expenses in our market leading segments, as well as enhancing our balance sheet, given our manageable near term debt maturities. We continue to believe in our unique focus in the upper Midwest, which allows us to utilize our local market relationships, development platform and access to institutional capital, providing a meaningful competitive advantage to drive outsized returns over the long term.”

Financial Results for the Three and Nine Months Ended January 31, 2016 Compared to the Prior Year Period

Net Income Attributable to Common Shareholders for the quarter ended January 31, 2016 was $36.9 million compared to $5.5 million for the same period of the prior fiscal year.  Net Income Attributable to Common Shareholders for the nine month period ending January 31, 2016 was $52.4 million compared to $4.7 million for the same period of the prior fiscal year. The increase in Net Income Attributable to Common Shareholders was primarily due to gain on extinguishment of debt of $36.5 million recognized in the three and nine months ended January 31, 2016.
 
i

Funds from Operations (“FFO”) for the quarter ending January 31, 2016 was $54.5 million or $0.40 per share/unit.  FFO for the nine months ending January 31, 2016 was $84.7 million or $0.61 per share/unit. The increase in FFO was primarily due to gain on extinguishment of debt of $36.5 million recognized in the three and nine months ended January 31, 2016. Excluding gain or loss on extinguishment of debt and default interest, FFO would have been $0.14 and $0.44 for the three and nine months ended January 31, 2016, respectively.

The table below highlights the FFO and Adjusted Funds from Operations (“AFFO”) results by quarter for the first nine months of fiscal year 2016.

   
Fiscal Year To Date,
Nine months
   
Q3 ending
January 31, 2016
   
Q2 ending
October 31, 2015
   
Q1 ending
July 31, 2015
 
FFO per share
 
$
.61
   
$
.40
   
$
.06
   
$
.16
 
AFFO per share
 
$
.40
   
$
.13
   
$
.11
   
$
.16
 

Operating Results for the Three Months Ended January 31, 2016 Compared to the Prior Year Period

Total revenue for the Company increased by $2.8 million, or 5.4%, in the three months ended January 31, 2016 compared to same period one year ago.

Total expenses for the Company increased by $2.8 million, or 7.6%, in the three months ended January 31, 2016 compared to same period one year ago. This increase is primarily due to an increase in depreciation expense at new acquisitions and developments placed in service.

Net Operating Income (NOI) from all properties increased by $1.6 million, or 4.8% for the quarter ending January 31, 2016 compared to the same period one year ago. Non-Same-Store properties, primarily the Company’s multifamily developments, provided for an increase in NOI of $1.7 million while Same-Store NOI decreased by approximately $85,000 for the quarter ending January 31, 2016 compared to the same period one year ago. The decrease in Same-Store NOI was primarily due to reduced revenues at properties located in energy impacted markets in western North Dakota and shifting costs across the balance of the Company’s portfolio, which had been impacted by the execution of its strategic plan to sell the commercial office and retail segments.

Operating Results for the Nine Months Ended January 31, 2016 Compared to the Prior Year Period

Total revenues for the Company increased by $5.7 million, or 3.7%, in the nine months ended January 31, 2016 compared to same period one year ago.

Total expenses for the Company increased by $6.2 million, or 5.6%, in the nine months ended January 31, 2016 compared to same period one year ago. This increase is primarily due to an increase in depreciation expense and property management expense at new acquisitions and developments placed in service.

NOI from all properties increased by $1.6 million, or 1.7% for the nine month period ending January 31, 2016 compared to the same period one year ago.  Non-Same-Store properties, primarily the Company’s multifamily developments, provided for an increase in NOI of $2.9 million while Same-Store NOI decreased by $1.3 million.  The decrease in Same-Store NOI was primarily due to reduced revenues at properties located in energy impacted markets in western North Dakota and shifting costs across the balance of the Company’s portfolio, which had been impacted by the execution of its strategic plan to sell the commercial office and retail segments.

Multifamily Results for the Three Months Ended January 31, 2016 Compared to the Prior Year Period

Multifamily (including non-same-store) NOI increased by approximately $898,000 or 5.3% for the quarter ending January 31, 2016 compared to the same period one year ago. Continued completion and lease up of our development projects is having a positive effect on total operations.

Multifamily Results for the Nine Months Ended January 31, 2016 Compared to the Prior Year Period

Multifamily (including non-same store) NOI increased by approximately $2.3 million or 4.6% for nine month period ending January 31, 2016 compared to the same period one year ago. Continued completion and lease up of our development projects and accretive acquisitions in the period are having a positive effect on total operations.
 
ii

Same-Store Multifamily Results for the Three Months Ended January 31, 2016 Compared to the Prior Year Period

Same-Store Multifamily NOI decreased by approximately $725,000 for the quarter ending January 31, 2016 compared to the same period one year ago. The decrease in Same-Store NOI was primarily due to reduced revenues at properties located in energy impacted markets in western North Dakota and shifting costs across the balance of the Company’s portfolio, which had been impacted by the execution of its strategic plan to sell the commercial office and retail segments.

The Company’s operating margins of Same-Store Multifamily NOI to Gross Revenues improved by 60 basis points quarter over quarter to 53.3% for the third quarter of fiscal year 2016, as compared to the second quarter of fiscal year 2016.
The table below represents Same-Store Multifamily performance for the third quarter ending January 31, 2016 compared to the same period one year ago. Excluding the highly impacted energy markets of Minot and Williston, North Dakota, the balance of the same-store portfolio showed improving NOI results year over year.

                           
3rd Quarter Increase (Decrease) From Prior Year’s 3rd Quarter
 
Regions
 
Rentable
Units
   
Occupancy
1/31/2016
   
FY16Q3
Weighted
Average
Occupancy(1)
   
FY16Q3
% of
Actual
NOI
   
FY16Q3
Average
Rental
Rate(2)
   
Revenues
   
Expenses
   
Net
Operating
Income
   
Average
Rental
Rate
   
Weighted
Average
Occupancy
 
Billings, MT
   
770
     
91.9
%
   
91.7
%
   
7.6
%
 
$
887
     
(3.7
%)
   
11.6
%
   
(13.5
%)
   
2.0
%
   
(5.6
%)
Bismarck, ND
   
909
     
92.1
%
   
92.1
%
   
12.0
%
 
$
1,061
     
0.9
%
   
8.9
%
   
(3.6
%)
   
4.8
%
   
(3.9
%)
Grand Forks, ND
   
1,230
     
93.3
%
   
93.2
%
   
13.5
%
 
$
915
     
(2.7
%)
   
(15.3
%)
   
8.8
%
   
0.4
%
   
(3.1
%)
Minneapolis, MN
   
319
     
99.7
%
   
99.0
%
   
3.2
%
 
$
882
     
8.9
%
   
1.8
%
   
16.5
%
   
3.3
%
   
5.6
%
Omaha, NE
   
1,370
     
97.4
%
   
96.2
%
   
11.6
%
 
$
858
     
6.1
%
   
22.4
%
   
(8.0
%)
   
0.7
%
   
5.5
%
Rapid City, SD
   
270
     
97.8
%
   
96.7
%
   
2.6
%
 
$
830
     
3.2
%
   
(13.8
%)
   
24.0
%
   
2.5
%
   
0.6
%
Rochester, MN
   
1,104
     
96.3
%
   
96.7
%
   
15.3
%
 
$
1,065
     
5.6
%
   
(1.1
%)
   
10.3
%
   
4.4
%
   
1.2
%
Sioux Falls, SD
   
969
     
99.2
%
   
97.9
%
   
7.6
%
 
$
804
     
5.5
%
   
12.3
%
   
(1.6
%)
   
3.7
%
   
1.8
%
St. Cloud, MN
   
1,015
     
96.3
%
   
95.6
%
   
7.9
%
 
$
846
     
4.4
%
   
3.5
%
   
5.5
%
   
2.9
%
   
1.4
%
Topeka, KS
   
1,042
     
97.8
%
   
96.8
%
   
9.9
%
 
$
762
     
7.2
%
   
(5.8
%)
   
18.9
%
   
3.3
%
   
3.9
%
Same Store Subtotals
   
8,998
     
95.9
%
   
95.2
%
   
91.2
%
 
$
896
     
3.2
%
   
3.3
%
   
3.1
%
   
2.7
%
   
0.5
%
Minot, ND(3)
   
734
     
86.8
%
   
88.7
%
   
7.0
%
 
$
1,008
     
(17.4
%)
   
3.4
%
   
(31.9
%)
   
(10.6
%)
   
(6.8
%)
Williston, ND(3)
   
145
     
75.2
%
   
69.4
%
   
1.8
%
 
$
1,706
     
(54.9
%)
   
7.3
%
   
(73.0
%)
   
(39.1
%)
   
(15.9
%)
Same Store Property Totals
   
9,877
     
94.9
%
   
94.0
%
   
100.0
%
 
$
916
     
(1.3
%)
   
3.4
%
   
(5.1
%)
   
(0.4
%)
   
(0.9
%)
 
(1) Weighted average occupancy is defined as gross potential rent less vacancy losses divided by gross potential rent for the period.
(2) Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the period.
(3) Denotes markets with high exposure to energy-related industries.

Same-Store Multifamily Results for the Nine Months Ended January 31, 2016 Compared to the Prior Year Period

Same-Store Multifamily NOI decreased by $2.4 million for the nine months ending January 31, 2016 compared to the same period one year ago. The decrease in Same-Store NOI was primarily due to reduced revenues at properties located in energy impacted markets in western North Dakota and shifting costs across the balance of the Company’s portfolio, which had been impacted by the execution of its strategic plan to sell the commercial office and retail segments.

The Company’s operating margins of Same-Store Multifamily NOI to Gross Revenues decreased by 290 basis points year over year to 53.9% for the nine months ended January 31, 2016.

The table below represents Same-Store Multifamily performance for the nine months ending January 31, 2016 compared to the same period one year ago. Excluding the highly impacted energy markets of Minot and Williston, North Dakota, the balance of the same-store portfolio showed improving NOI results year over year.
 
iii

                           
YTD Increase (Decrease) From Prior Year’s YTD
 
Regions
 
Rentable
Units
   
Occupancy
1/31/2016
   
FY16Q3
Weighted
Average
Occupancy(1)
   
FY16Q3
% of
Actual
NOI
   
FY16Q3
Average
Rental
Rate(2)
   
Revenues
   
Expenses
   
Net
Operating
Income
   
Average
Rental
Rate
   
Weighted
Average
Occupancy
 
Billings, MT
   
770
     
91.9
%
   
93.1
%
   
7.8
%
 
$
893
     
(2.0
%)
   
7.4
%
   
(8.2
%)
   
2.0
%
   
(4.1
%)
Bismarck, ND
   
909
     
92.1
%
   
93.3
%
   
11.8
%
 
$
1,063
     
(0.5
%)
   
12.7
%
   
(7.4
%)
   
4.0
%
   
(4.5
%)
Grand Forks, ND
   
1,230
     
93.3
%
   
94.5
%
   
13.1
%
 
$
919
     
(2.0
%)
   
1.1
%
   
(4.2
%)
   
1.4
%
   
(3.3
%)
Minneapolis, MN
   
319
     
99.7
%
   
98.0
%
   
3.1
%
 
$
876
     
6.2
%
   
3.2
%
   
9.1
%
   
3.6
%
   
2.6
%
Omaha, NE
   
1,370
     
97.4
%
   
96.3
%
   
12.6
%
 
$
864
     
6.9
%
   
10.9
%
   
3.4
%
   
1.8
%
   
5.1
%
Rapid City, SD
   
270
     
97.8
%
   
97.2
%
   
2.4
%
 
$
823
     
1.3
%
   
0.6
%
   
2.0
%
   
1.6
%
   
(0.3
%)
Rochester, MN
   
1,104
     
96.3
%
   
96.3
%
   
14.6
%
 
$
1,056
     
6.2
%
   
1.1
%
   
9.9
%
   
3.9
%
   
2.3
%
Sioux Falls, SD
   
969
     
99.2
%
   
97.4
%
   
7.4
%
 
$
800
     
4.5
%
   
8.5
%
   
0.1
%
   
3.6
%
   
0.9
%
St. Cloud, MN
   
1,015
     
96.3
%
   
94.3
%
   
7.0
%
 
$
834
     
2.9
%
   
8.6
%
   
(4.4
%)
   
2.7
%
   
0.3
%
Topeka, KS
   
1,042
     
97.8
%
   
95.8
%
   
8.7
%
 
$
753
     
4.7
%
   
0.1
%
   
9.1
%
   
2.0
%
   
2.8
%
Same Store Subtotals
   
8,998
     
95.9
%
   
95.3
%
   
88.5
%
 
$
892
     
2.8
%
   
5.9
%
   
0.3
%
   
2.6
%
   
0.1
%
Minot, ND(3)
   
734
     
86.8
%
   
90.9
%
   
8.5
%
 
$
1,070
     
(11.1
%)
   
12.4
%
   
(23.8
%)
   
(4.9
%)
   
(6.2
%)
Williston, ND(3)
   
145
     
75.2
%
   
74.0
%
   
3.0
%
 
$
2,181
     
(38.7
%)
   
8.2
%
   
(52.7
%)
   
(22.7
%)
   
(16.0
%)
Same Store Property Totals
   
9,877
     
94.9
%
   
94.3
%
   
100.0
%
 
$
923
     
(0.3
%)
   
6.4
%
   
(5.5
%)
   
0.8
%
   
(1.2
%)
 
(1) Weighted average occupancy is defined as gross potential rent less vacancy losses divided by gross potential rent for the period.
(2) Average rental rate is defined as total rental revenues divided by the weighted average occupied apartment units for the period.
(3) Denotes markets with high exposure to energy-related industries.

In addition to our initiatives to grow our multifamily portfolio through acquisitions and development, we have launched a value add program whereby we will be committing an estimated $3.5 million per quarter to rehab 4,000 units.  Apartments will be remodeled as the leases expire and upgrades will include a variety of new appliances, flooring, lighting, kitchen cabinets, and bathroom upgrades. Management expects these upgrades to range from $10,000 to $13,000 per unit and result in a return on investment of approximately 8% to 10% per year per unit.

Occupancy Levels on a Same-Store Property and All Property Basis

 
Segments
 
Same-Store as of
January 31, 2016
   
Same-Store as of
January 31, 2015
   
All Properties as of
January 31, 2016
   
All Properties as of
January 31, 2015
 
Multifamily
   
94.9
%
   
94.5
%
   
91.1
%
   
91.3
%
Healthcare
   
95.8
%
   
95.8
%
   
94.7
%
   
95.9
%
Industrial
   
100.0
%
   
100.0
%
   
85.3
%
   
100.0
%

Development Projects in Progress

As of January 31, 2016, the following projects are being developed:

· Deer Ridge, a 163 unit, $24.9 million Multifamily development in Jamestown, ND
· Cardinal Point, a 251 unit $48.2 million Multifamily development in Grand Forks, ND
· 71 France, a 241 unit, $73.3 million Multifamily development in Edina, MN
· Monticello Crossings, a 202 unit, $31.8 million Multifamily development in Monticello, MN

Development Projects Placed in Service

During the three months ended January 31, 2016 no development projects were placed in service. During the nine months ended January 31, 2016, development projects totaling $136.8 million were placed in service.

The following table reflects the projects placed into service during the nine months ending January 31, 2016:

 
Project Name and Location
 
 
Segment
 
Rentable Sq Ft or
Number of Units
 
Percentage
Leased or
Committed
   
Development Cost
Incurred
 
 
Anticipated
Same Store Date
 
Chateau II-Minot, ND
 
Multifamily
 
72 units
   
79.2
%
 
$
14,641
 
1Q 2019
 
Edina 6565 France SMC III-Edina, MN
 
Healthcare
 
57,624 sq ft
   
24.5
%
 
$
32,725
 
1Q 2019
 
Renaissance Heights-Williston, ND
 
Multifamily
 
288 units
   
46.2
%
 
$
62,451
 
1Q 2019
 
Minot Southgate Retail-Minot, ND
 
Other
 
7,963 sq ft
   
0
%
 
$
2,623
 
1Q 2019
 
PrairieCare Medical-Brooklyn Park, MN
 
Healthcare
 
70,756 sq ft
   
100.0
%
 
$
24,358
 
1Q 2018
 
                   
$
136,798
     
 
iv

Disposition Activity

During the three months ended January 31, 2016, the Company disposed of the following properties:

· Three retail properties for sales prices totaling $3.5 million, which sales are part of the implementation of the Company’s strategic plan to sell its commercial office and retail properties.

· Nine office properties that secured a $122.6 million non-recourse mortgage loan. Ownership in these properties was transferred to the mortgage lender and the Company removed the debt obligation and accrued interest from its balance sheet.

Liquidity

At January 31, 2016, the Company had $47.1 million cash on hand and $82.5 million available on its line of credit, which matures September 1, 2017.

Shareholder Equity and Capital Structure

Under the Company’s share repurchase program, during the three months ended January 31, 2016, the Company repurchased 1.8 million shares at an average price of $7.30 per share.

As of January 31, 2016, the Company’s total capitalization was $2.0 billion. Total capitalization is defined as the market value (closing price at end of period) of IRET’s outstanding common shares and the imputed market value of the outstanding limited partnership units of its operating partnership IRET Properties (which may be exchanged, at the expiration of a specified holding period, for either cash or its common shares, in the Company’s sole discretion, on a one-for-one basis), plus the book value of preferred shares and the outstanding principal balance of the Company’s consolidated debt.

Quarterly Distribution

On January 15, 2016, the Company paid a quarterly distribution of $0.1300 per common share and unit of IRET Properties. This was the Company’s 179th consecutive distribution. The Company also paid, on December 31, 2015, a quarterly distribution of $0.5156 per share on its Series A preferred shares and a quarterly distribution of $0.4968 per share on its Series B preferred shares.

Subsequent to the end of the third quarter of fiscal year 2016, on March 8, 2016, the Board of Trustees declared a regular quarterly distribution of $0.1300 per common share and unit, payable April 1, 2016 to common shareholders and unitholders of record on March 21, 2016.

Also on March 8, 2016, the Board declared a distribution of $0.5156 per share on the Company’s Series A preferred shares, payable March 31, 2016 to Series A preferred shareholders of record on March 21, 2016, and declared a distribution of $0.4968 per share on the Company’s Series B preferred shares, payable March 31, 2016 to Series B preferred shareholders of record on March 21, 2016.

Conference Call Information

The Conference Call for 3rd Quarter Earnings is scheduled for Friday, March 11, 2016 at 10:00 A.M. Eastern Time. Conference call access information is as follows:

USA Toll Free Number: 1-877-509-9785

International Toll Free Number: 1-412-902-4132

Canada Toll Free Number: 1-855-669-9657

A webcast of the call will be archived on the “Investor Info/ Presentations & Events/Presentations” page of IRET’s website, http://www.iret.com, for one year.  Questions regarding the conference call should be directed to IR@iret.com.

About IRET

We are a self-administered, equity real estate investment trust investing in income-producing properties located primarily in the upper Midwest. We hold for investment a portfolio of 177 properties consisting of 94 multifamily properties, 66 healthcare properties (including senior housing), 7 industrial properties and 10 other commercial properties with a total of 4.5 million square feet of leasable space.  Our common shares, Series A preferred shares and Series B preferred shares are publicly traded on the New York Stock Exchange (NYSE symbols: IRET, IRETPR and IRETPRB, respectively). Our press releases and supplemental information are available on our website at www.iret.com or by contacting Investor Relations at 203-682-8377.
 
v

Supplemental Information

The Company produced the Supplemental Operating and Financial Data for the Quarter Ended January 31, 2016 (“Supplemental Information”) that provides detailed information regarding operating, capital, portfolio and tenant analyses and development and acquisition activity. This Supplemental Information is considered part of this earnings release.
 
Non-GAAP financial measures and other capitalized terms, as used in this earnings release, are defined under the section titled “Definitions” in the Supplemental Information.

Forward-Looking Statements

This earnings release, including the Supplemental Information, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which may be identified by the use of words such as “expects,” “plans,” “estimates,” “anticipates,” “projects,” “intends,” “believes,” “outlook” and similar expressions that do not relate to historical matters, specifically including the Company’s future plans, anticipated operating results, anticipated timing of development projects being placed into service, anticipated implementation and results of its value add program, and anticipated timing of properties becoming same-store properties, are based on the Company’s expectations, forecasts and assumptions at the time of this earnings release. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in such forward-looking statements.

Such risks, uncertainties and other factors that might cause such differences include, but are not limited to: intentions and expectations regarding future distributions on common shares and units; fluctuations in interest rates; adverse capital and credit market conditions that might affect the Company’s access to various sources of capital and cost of capital; adequate insurance coverage; the effect of government regulation; delays or inability to obtain necessary governmental permits and authorizations; changes in general and local economic and real estate market conditions; changes in demand for Company properties that may result in lower than expected occupancy and/or rental rates; ability to acquire quality properties in the Company’s targeted markets; ability to successfully dispose of certain assets; competition for tenants from similar competing properties; the Company’s ability to attract and retain skilled personnel; cyber-intrusion; abandonment of development or redevelopment opportunities for which the Company has already incurred costs; delays in completing development, redevelopment and/or lease up of properties and increased costs; and those risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including the Company’s Form 10-K for the fiscal year ended April 30, 2015 and subsequent quarterly reports on Form 10-Q.

The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.
 
vi

INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

   
(in thousands, except share data)
 
   
January 31, 2016
   
April 30, 2015
 
ASSETS
           
Real estate investments
           
Property owned
 
$
1,801,019
   
$
1,546,367
 
Less accumulated depreciation
   
(346,895
)
   
(313,308
)
     
1,454,124
     
1,233,059
 
Development in progress
   
78,341
     
153,994
 
Unimproved land
   
22,304
     
25,827
 
Total real estate investments
   
1,554,769
     
1,412,880
 
Assets held for sale
   
22,064
     
463,103
 
Cash and cash equivalents
   
47,117
     
48,970
 
Other investments
   
50
     
329
 
Receivable arising from straight-lining of rents, net of allowance of $766 and $718, respectively
   
16,778
     
15,617
 
Accounts receivable, net of allowance of $163 and $438, respectively
   
5,118
     
2,865
 
Real estate deposits
   
1,250
     
2,489
 
Prepaid and other assets
   
3,943
     
3,174
 
Intangible assets, net of accumulated amortization of $21,214 and $19,610, respectively
   
23,913
     
26,213
 
Tax, insurance, and other escrow
   
7,834
     
10,073
 
Property and equipment, net of accumulated depreciation of $1,116 and $1,464, respectively
   
1,442
     
1,542
 
Goodwill
   
1,715
     
1,718
 
Deferred charges and leasing costs, net of accumulated amortization of $9,078 and $8,077, respectively
   
9,816
     
8,864
 
TOTAL ASSETS
 
$
1,695,809
   
$
1,997,837
 
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
               
LIABILITIES
               
Liabilities held for sale
 
$
11,449
   
$
321,393
 
Accounts payable and accrued expenses
   
48,778
     
56,399
 
Revolving line of credit
   
17,500
     
60,500
 
Mortgages payable
   
761,645
     
668,112
 
Construction debt and other
   
140,264
     
144,111
 
TOTAL LIABILITIES
   
979,636
     
1,250,515
 
COMMITMENTS AND CONTINGENCIES
               
REDEEMABLE NONCONTROLLING INTERESTS – CONSOLIDATED REAL ESTATE ENTITIES
   
7,244
     
6,368
 
EQUITY
               
Investors Real Estate Trust shareholders’ equity
               
Series A Preferred Shares of Beneficial Interest (Cumulative redeemable preferred shares, no par value, 1,150,000 shares issued and outstanding at January 31, 2016 and April 30, 2015, aggregate liquidation preference of $28,750,000)
   
27,317
     
27,317
 
Series B Preferred Shares of Beneficial Interest (Cumulative redeemable preferred shares, no par value, 4,600,000 shares issued and outstanding at January 31, 2016 and April 30, 2015, aggregate liquidation preference of $115,000,000)
   
111,357
     
111,357
 
Common Shares of Beneficial Interest (Unlimited authorization, no par value, 121,033,647 shares issued and outstanding at January 31, 2016, and 124,455,624 shares issued and outstanding at April 30, 2015)
   
924,658
     
951,868
 
Accumulated distributions in excess of net income
   
(434,388
)
   
(438,432
)
Total Investors Real Estate Trust shareholders’ equity
   
628,944
     
652,110
 
Noncontrolling interests – Operating Partnership (13,863,575 units at January 31, 2016 and 13,999,725 units at April 30, 2015)
   
58,254
     
58,325
 
Noncontrolling interests – consolidated real estate entities
   
21,731
     
30,519
 
Total equity
   
708,929
     
740,954
 
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
 
$
1,695,809
   
$
1,997,837
 
 
vii

INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
for the three and nine months ended January 31, 2016 and 2015

   
(in thousands, except per share data)
 
   
Three Months Ended
January 31
   
Nine Months Ended
January 31
 
   
2016
   
2015
   
2016
   
2015
 
REVENUE
                       
Real estate rentals
 
$
50,277
   
$
46,753
   
$
142,526
   
$
135,621
 
Tenant reimbursement
   
4,492
     
5,223
     
13,466
     
15,122
 
TRS senior housing revenue
   
1,003
     
963
     
3,006
     
2,599
 
TOTAL REVENUE
   
55,772
     
52,939
     
158,998
     
153,342
 
EXPENSES
                               
Depreciation/amortization related to real estate investments
   
14,789
     
12,627
     
42,522
     
37,700
 
Utilities
   
3,427
     
3,564
     
9,757
     
9,533
 
Maintenance
   
5,821
     
5,033
     
16,979
     
15,081
 
Real estate taxes
   
5,029
     
5,284
     
14,948
     
15,052
 
Insurance
   
1,214
     
1,215
     
3,558
     
3,745
 
Property management expenses
   
4,676
     
3,825
     
13,182
     
10,970
 
Other property expenses
   
169
     
197
     
344
     
753
 
TRS senior housing expenses
   
912
     
825
     
2,493
     
2,243
 
Administrative expenses
   
2,929
     
2,754
     
8,316
     
9,308
 
Other expenses
   
86
     
488
     
1,714
     
1,678
 
Amortization related to non-real estate investments
   
130
     
210
     
470
     
647
 
Impairment of real estate investments
   
162
     
540
     
3,320
     
4,663
 
TOTAL EXPENSES
   
39,344
     
36,562
     
117,603
     
111,373
 
Operating income
   
16,428
     
16,377
     
41,395
     
41,969
 
Interest expense
   
(10,540
)
   
(10,009
)
   
(29,867
)
   
(29,710
)
Loss on extinguishment of debt
   
0
     
0
     
(106
)
   
0
 
Interest income
   
566
     
561
     
1,687
     
1,681
 
Other income
   
135
     
109
     
286
     
371
 
Income before gain (loss) on sale of real estate and other investments and income from discontinued operations
   
6,589
     
7,038
     
13,395
     
14,311
 
Gain (loss) on sale of real estate and other investments
   
1,446
     
951
     
1,271
     
(811
)
Income from continuing operations
   
8,035
     
7,989
     
14,666
     
13,500
 
Income from discontinued operations
   
35,408
     
1,162
     
50,181
     
1,322
 
NET INCOME
   
43,443
     
9,151
     
64,847
     
14,822
 
Net income attributable to noncontrolling interests – Operating Partnership
   
(4,227
)
   
(657
)
   
(5,940
)
   
(618
)
Net loss (income) attributable to noncontrolling interests – consolidated real estate entities
   
581
     
(123
)
   
2,096
     
(870
)
Net income attributable to Investors Real Estate Trust
   
39,797
     
8,371
     
61,003
     
13,334
 
Dividends to preferred shareholders
   
(2,879
)
   
(2,879
)
   
(8,636
)
   
(8,636
)
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS
 
$
36,918
   
$
5,492
   
$
52,367
   
$
4,698
 
Earnings per common share from continuing operations – Investors Real Estate Trust – basic and diluted
 
$
.04
   
$
.04
   
$
.06
   
$
.03
 
Earnings per common share from discontinued operations – Investors Real Estate Trust – basic and diluted
   
.26
     
.01
     
.36
     
.01
 
NET INCOME PER COMMON SHARE – BASIC AND DILUTED
 
$
.30
   
$
.05
   
$
.42
   
$
.04
 
DIVIDENDS PER COMMON SHARE
 
$
.13
   
$
.13
   
$
.39
   
$
.39
 
 
viii

INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO
INVESTORS REAL ESTATE TRUST TO FUNDS FROM OPERATIONS
for the three and nine months ended January 31, 2016 and 2015

 
(in thousands, except per share amounts)
 
Three Months Ended January 31,
 
2016
   
2015
 
   
Amount
   
Weighted
Avg Shares
and Units(1)
   
Per
Share
And
Unit(2)
   
Amount
   
Weighted
Avg Shares
and Units(1)
   
Per
Share
And
Unit(2)
 
Net income attributable to Investors Real Estate Trust
 
$
39,797
               
$
8,371
             
Less dividends to preferred shareholders
   
(2,879
)
               
(2,879
)
           
Net income available to common shareholders
   
36,918
     
121,864
   
$
0.30
     
5,492
     
120,855
   
$
0.05
 
Adjustments:
                                               
Noncontrolling interest – Operating Partnership
   
4,227
     
13,877
             
657
     
14,461
         
Depreciation and amortization of real property
   
14,975
                     
17,706
                 
Impairment of real estate investments
   
162
                     
540
                 
Gain on depreciable property sales
   
(1,777
)
                   
(951
)
               
FFO applicable to Common Shares and Units(1)(3)
 
$
54,505
     
135,741
   
$
0.40
   
$
23,444
     
135,316
   
$
0.17
 

 
(in thousands, except per share amounts)
 
Nine Months Ended January 31,
 
2016
   
2015
 
   
Amount
   
Weighted
Avg Shares
and Units(1)
   
Per
Share
And
Unit(2)
   
Amount
   
Weighted
Avg Shares
and Units(1)
   
Per
Share
And
Unit(2)
 
Net income attributable to Investors Real Estate Trust
 
$
61,003
               
$
13,334
             
Less dividends to preferred shareholders
   
(8,636
)
               
(8,636
)
           
Net income available to common shareholders
   
52,367
     
123,793
   
$
0.42
     
4,698
     
116,303
   
$
0.04
 
Adjustments:
                                               
Noncontrolling interest – Operating Partnership
   
5,940
     
13,913
             
618
     
17,334
         
Depreciation and amortization of real property
   
48,095
                     
52,367
                 
Impairment of real estate investments
   
3,760
                     
6,105
                 
(Gain) loss on depreciable property sales
   
(25,512
)
                   
811
                 
FFO applicable to Common Shares and Units(1)(3)
 
$
84,650
     
137,706
   
$
0.61
   
$
64,599
     
133,637
   
$
0.48
 

(1) Units of the Operating Partnership are exchangeable for cash, or, at our discretion, for Common Shares on a one-for-one basis.
(2) Net income attributable to Investors Real Estate Trust is calculated on a per Common Share basis. FFO is calculated on a per Common Share and Unit basis.
(3) Excluding gain or loss on extinguishment of debt and default interest, FFO would have been $19.6 million and $0.14 per Common Share and Unit for the three months ended January 31, 2016 and $60.1 million and $0.44 per Common Share and Unit for the nine months ended January 31, 2016.
 
ix

INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES
RECONCILATION OF NET OPERATING INCOME TO THE
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
for the three months ended January 31, 2016 and 2015

 
(in thousands)
 
Three Months Ended January 31, 2016
 
Multifamily
   
Healthcare
   
Industrial
   
All Other
   
Total
 
Real estate revenue
 
$
33,296
   
$
18,350
   
$
1,650
   
$
1,473
   
$
54,769
 
Real estate expenses
   
15,460
     
4,208
     
453
     
215
     
20,336
 
Net operating income
 
$
17,836
   
$
14,142
   
$
1,197
   
$
1,258
     
34,433
 
TRS senior housing revenue, net of expenses
                                   
91
 
Depreciation/amortization
                                   
(14,919
)
Administrative expenses
                                   
(2,929
)
Other expenses
                                   
(86
)
Impairment of real estate investments
                                   
(162
)
Interest expense
                                   
(10,540
)
Interest and other income
                                   
701
 
Income before gain on sale of real estate and other investments and income from discontinued operations
     
6,589
 
Gain on sale of real estate and other investments
     
1,446
 
Income from continuing operations
     
8,035
 
Income from discontinued operations
     
35,408
 
Net income
   
$
43,443
 

 
(in thousands)
 
Three Months Ended January 31, 2015
 
Multifamily
   
Healthcare
   
Industrial
   
All Other
   
Total
 
Real estate revenue
 
$
30,256
   
$
17,491
   
$
1,741
   
$
2,488
   
$
51,976
 
Real estate expenses
   
13,318
     
4,260
     
501
     
1,039
     
19,118
 
Net operating income
 
$
16,938
   
$
13,231
   
$
1,240
   
$
1,449
     
32,858
 
TRS senior housing revenue, net of expenses
                                   
138
 
Depreciation/amortization
                                   
(12,837
)
Administrative expenses
                                   
(2,754
)
Other expenses
                                   
(488
)
Impairment of real estate investments
                                   
(540
)
Interest expense
                                   
(10,009
)
Interest and other income
                                   
670
 
Income before gain on sale of real estate and other investments and income from discontinued operations
     
7,038
 
Gain on sale of real estate and other investments
     
951
 
Income from continuing operations
     
7,989
 
Income from discontinued operations
     
1,162
 
Net income
   
$
9,151
 
 
x

INVESTORS REAL ESTATE TRUST AND SUBSIDIARIES
RECONCILATION OF NET OPERATING INCOME TO THE
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
for the nine months ended January 31, 2016 and 2015

 
(in thousands)
 
Nine Months Ended January 31, 2016
 
Multifamily
   
Healthcare
   
Industrial
   
All Other
   
Total
 
Real estate revenue
 
$
96,782
   
$
50,435
   
$
4,913
   
$
3,862
   
$
155,992
 
Real estate expenses
   
44,602
     
12,202
     
1,138
     
826
     
58,768
 
Net operating income
 
$
52,180
   
$
38,233
   
$
3,775
   
$
3,036
     
97,224
 
TRS senior housing revenue, net of expenses
                                   
513
 
Depreciation/amortization
                                   
(42,992
)
Administrative expenses
                                   
(8,316
)
Other expenses
                                   
(1,714
)
Impairment of real estate investments
                                   
(3,320
)
Interest expense
                                   
(29,867
)
Loss on extinguishment of debt
                                   
(106
)
Interest and other income
                                   
1,973
 
Income before gain on sale of real estate and other investments and income from discontinued operations
     
13,395
 
Gain on sale of real estate and other investments
     
1,271
 
Income from continuing operations
     
14,666
 
Income from discontinued operations
     
50,181
 
Net income
   
$
64,847
 

 
(in thousands)
 
Nine Months Ended January 31, 2015
 
Multifamily
   
Healthcare
   
Industrial
   
All Other
   
Total
 
Real estate revenue
 
$
87,576
   
$
50,024
   
$
4,904
   
$
8,239
   
$
150,743
 
Real estate expenses
   
37,700
     
12,726
     
1,223
     
3,485
     
55,134
 
Net operating income
 
$
49,876
   
$
37,298
   
$
3,681
   
$
4,754
     
95,609
 
TRS senior housing revenue, net of expenses
                                   
356
 
Depreciation/amortization
                                   
(38,347
)
Administrative expenses
                                   
(9,308
)
Other expenses
                                   
(1,678
)
Impairment of real estate investments
                                   
(4,663
)
Interest expense
                                   
(29,710
)
Interest and other income
                                   
2,052
 
Income before loss on sale of real estate and other investments and income from discontinued operations
     
14,311
 
Loss on sale of real estate and other investments
     
(811
)
Income from continuing operations
     
13,500
 
Income from discontinued operations
     
1,322
 
Net income
   
$
14,822
 
 
 
xi