R
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
£
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
North Dakota
|
45-0311232
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
1400 31
st
Avenue SW, Suite 60
|
|
Post Office Box 1988
|
|
Minot, ND 58702-1988
|
|
(Address of principal executive offices) (Zip code)
|
þ
|
Yes
|
£
|
No
|
£
|
Yes
|
þ
|
No
|
þ
|
Yes
|
£
|
No
|
þ
|
Yes
|
£
|
No
|
þ
Large accelerated filer
|
|
£
Accelerated filer
|
£
Non-accelerated filer
|
|
£
Smaller reporting Company
|
£
|
Yes
|
þ
|
No
|
|
PAGE
|
|
PART I
|
|
|
5
|
||
11
|
||
22
|
||
22
|
||
33
|
||
35
|
||
PART II
|
|
|
36
|
||
38
|
||
38
|
||
82
|
||
83
|
||
83
|
||
83
|
||
85
|
||
PART III
|
|
|
85
|
||
85
|
||
85
|
||
85
|
||
85
|
||
PART IV
|
|
|
86
|
||
86
|
||
88
|
||
F-1 to F-54
|
• | the economic health of the markets in which we own and operate multi-family and commercial properties, in particular the states of Minnesota and North Dakota, or other markets in which we may invest in the future; |
• | the economic health of our commercial tenants; |
• | market rental conditions, including occupancy levels and rental rates, for multi-family residential and commercial properties; |
• | our ability to identify and secure additional multi-family residential and commercial properties that meet our criteria for investment; |
• | our ability to complete construction and lease-up of our development projects on schedule and on budget; |
• | the level and volatility of prevailing market interest rates and the pricing of our common shares of beneficial interest; |
• | financing risks, such as our inability to obtain debt or equity financing on favorable terms, or at all; |
• | compliance with applicable laws, including those concerning the environment and access by persons with disabilities; and |
• | the availability and cost of casualty insurance for losses. |
• | 93 multi-family residential properties containing 10,779 apartment units and having a total real estate investment amount net of accumulated depreciation of $595.6 million; |
• | 65 commercial office properties containing approximately 4.8 million square feet of leasable space and having a total real estate investment amount net of accumulated depreciation of $422.7 million; |
• | 67 commercial healthcare properties (including senior housing) containing approximately 3.1 million square feet of leasable space and having a total real estate investment amount net of accumulated depreciation of $419.2 million; |
• | 8 commercial industrial properties containing approximately 1.2 million square feet of leasable space and having a total real estate investment amount net of accumulated depreciation of $45.2 million; and |
• | 26 commercial retail properties containing approximately 1.3 million square feet of leasable space and having a total real estate investment amount net of accumulated depreciation of $89.0 million. |
|
(in thousands)
|
|||||
|
|
2014
|
|
2013
|
|
2012
|
Limited partnership units issued
|
|
361
|
|
1,620
|
|
1,024
|
Value at issuance, net of issue costs
|
$
|
3,480
|
$
|
12,632
|
$
|
8,055
|
• | a prior owner, operator or occupant of the properties we own or the properties we intend to acquire did not create a material environmental condition not known to us, which might have been revealed by more in-depth study of the properties; and |
• | future uses or conditions (including, without limitation, changes in applicable environmental laws and regulations) will not result in the imposition of environmental liability upon us. |
• | downturns in national, regional and local economic conditions (particularly increases in unemployment); |
• | competition from other commercial and multi-family residential properties; |
• | local real estate market conditions, such as oversupply or reduction in demand for commercial and multi-family residential space; |
• | changes in interest rates and availability of attractive financing; |
• | declines in the economic health and financial condition of our tenants and our ability to collect rents from our tenants; |
• | vacancies, changes in market rental rates and the need periodically to repair, renovate and re-lease space; |
• | increased operating costs, including real estate taxes, state and local taxes, insurance expense, utilities, and security costs; |
• | significant expenditures associated with each investment, such as debt service payments, real estate taxes and insurance and maintenance costs, which are generally not reduced when circumstances cause a reduction in revenues from a property; |
• | weather conditions, civil disturbances, natural disasters, terrorist acts or acts of war which may result in uninsured or underinsured losses; and |
• | decreases in the underlying value of our real estate. |
• | even if we enter into an acquisition agreement for a property, it is subject to customary closing conditions, including completion of due diligence investigations, and we may be unable to complete that acquisition after making a non-refundable deposit and incurring other acquisition-related costs; |
• | we may be unable to obtain financing for acquisitions on favorable terms or at all; |
• | acquired properties may fail to perform as expected; |
• | the actual costs of repositioning or redeveloping acquired properties may be greater than our estimates; and |
• | we may be unable to quickly and efficiently integrate new acquisitions into our existing operations. |
• | the need to expand our management team and staff; |
• | the need to enhance internal operating systems and controls; and |
• | the ability to consistently achieve targeted returns on individual properties. |
• | our cash flow will be insufficient to meet required payments of principal and interest; |
• | we will not be able to renew, refinance or repay our indebtedness when due; and |
• | the terms of any renewal or refinancing will be less favorable than the terms of our current indebtedness. |
• | operating and financial results below expectations that cannot support the current distribution payment; |
• | unanticipated costs or cash requirements; or |
• | a conclusion that the payment of distributions would cause us to breach the terms of certain agreements or contracts, such as financial ratio covenants in our debt financing documents. |
• | market perception of REITs in general; |
• | market perception of REITs relative to other investment opportunities; |
• | market perception of our financial condition, performance, distributions and growth potential; |
• | prevailing interest rates; |
• | general economic and business conditions; |
• | government action or regulation, including changes in the tax laws; and |
• | relatively low trading volumes in securities of REITS. |
|
|
Gross Revenue
(in thousands)
|
|||||||||||||||||||||
Fiscal Year Ended April
30,
|
|
Multi-
Family
Residential
|
|
%
|
Commercial
Office
|
|
%
|
Commercial
Healthcare
|
|
%
|
Commercial
Industrial
|
|
%
|
Commercial
Retail
|
|
%
|
|
All
Segments
|
|||||
2014
|
$
|
102,059
|
|
38.4%
|
$
|
77,440
|
|
29.2%
|
$
|
65,258
|
|
24.6%
|
$
|
6,894
|
|
2.6%
|
$
|
13,831
|
|
5.2%
|
$
|
265,482
|
|
2013
|
$
|
89,923
|
|
36.3%
|
$
|
75,962
|
|
30.6%
|
$
|
61,975
|
|
25.0%
|
$
|
6,700
|
|
2.7%
|
$
|
13,498
|
|
5.4%
|
$
|
248,058
|
|
2012
|
$
|
71,728
|
|
31.4%
|
$
|
73,493
|
|
32.1%
|
$
|
64,511
|
|
28.2%
|
$
|
6,613
|
|
2.9%
|
$
|
12,326
|
|
5.4%
|
$
|
228,671
|
(1)
|
Previously reported amounts are not revised for discontinued operations or changes in the composition of the same-store properties pool.
|
(2)
|
Monthly rent per unit, calculated as annualized rental revenue, net of free rent, including rent abatements and rent credits, divided by the occupied units as of April 30.
|
(3)
|
Monthly rental rate per square foot calculated as annualized contractual base rental income, net of free rent and excluding operating expense reimbursements, divided by the leased square feet as of April 30.
|
Segments
|
Same-Store Properties
|
|
All Properties
|
||||
|
Fiscal Year Ended April 30,
|
|
Fiscal Year Ended April 30,
|
||||
|
2014
|
2013
|
2012
|
|
2014
|
2013
|
2012
|
Multi-Family Residential
|
94.5%
|
95.3%
|
94.1%
|
|
93.0%
|
94.6%
|
93.6%
|
Commercial Office
|
81.4%
|
81.5%
|
79.2%
|
|
80.7%
|
80.8%
|
79.2%
|
Commercial Healthcare
|
96.2%
|
94.9%
|
94.0%
|
|
96.3%
|
94.7%
|
94.4%
|
Commercial Industrial
|
87.3%
|
95.7%
|
94.3%
|
|
87.8%
|
96.4%
|
94.3%
|
Commercial Retail
|
87.3%
|
86.9%
|
87.4%
|
|
87.4%
|
87.0%
|
87.4%
|
Property Name and Location
|
Units
|
(in thousands)
Investment (initial cost plus improvements less impairment) |
Physical
Occupancy as of April 30, 2014 |
|
|
|
|
|
|
MULTI-FAMILY RESIDENTIAL
- continued
|
|
|
|
|
Grand Gateway - St. Cloud, MN
|
116
|
$
|
8,480
|
87.9%
|
Greenfield - Omaha, NE
|
96
|
|
5,363
|
96.9%
|
Heritage Manor - Rochester, MN
|
182
|
|
10,003
|
87.4%
|
Indian Hills - Sioux City, IA
|
120
|
|
6,617
|
98.3%
|
Kirkwood Manor - Bismarck, ND
|
108
|
|
4,753
|
100.0%
|
Lakeside Village - Lincoln, NE
|
208
|
|
17,314
|
87.5%
|
Lancaster - St. Cloud, MN
|
83
|
|
4,267
|
90.4%
|
Landing at Southgate - Minot, ND
|
108
|
|
15,151
|
100.0%
|
Landmark - Grand Forks, ND
|
90
|
|
2,720
|
100.0%
|
Legacy - Grand Forks, ND
|
361
|
|
29,377
|
98.3%
|
Mariposa - Topeka, KS
|
54
|
|
5,996
|
100.0%
|
Meadows - Jamestown, ND
|
81
|
|
6,365
|
100.0%
|
Monticello Village - Monticello, MN
|
60
|
|
4,693
|
91.7%
|
Northern Valley - Rochester, MN
|
16
|
|
828
|
100.0%
|
North Pointe - Bismarck, ND
|
73
|
|
4,792
|
100.0%
|
Oakmont Estates - Sioux Falls, SD
|
79
|
|
5,778
|
98.7%
|
Oakwood Estates - Sioux Falls, SD
|
160
|
|
7,592
|
98.1%
|
Olympic Village - Billings, MT
|
274
|
|
14,466
|
96.7%
|
Olympik Village - Rochester, MN
|
140
|
|
8,854
|
89.3%
|
Oxbow Park - Sioux Falls, SD
|
120
|
|
6,214
|
98.3%
|
Park Meadows - Waite Park, MN
|
360
|
|
15,665
|
92.2%
|
Pebble Springs - Bismarck, ND
|
16
|
|
904
|
100.0%
|
Pinehurst - Billings, MT
|
21
|
|
998
|
90.5%
|
Pinecone Villas - Sartell, MN
|
24
|
|
2,783
|
95.8%
|
Pines - Minot, ND
|
16
|
|
434
|
93.8%
|
Plaza - Minot, ND
|
71
|
|
15,986
|
100.0%
|
Pointe West - Rapid City, SD
|
90
|
|
5,263
|
94.4%
|
Ponds at Heritage Place - Sartell, MN
|
58
|
|
5,191
|
98.3%
|
Prairie Winds - Sioux Falls, SD
|
48
|
|
2,426
|
100.0%
|
Quarry Ridge - Rochester, MN
|
154
|
|
15,803
|
90.9%
|
Quarry Ridge II - Rochester, MN
|
159
|
|
17,642
|
89.3%
|
Regency Park Estates - St. Cloud, MN
|
145
|
|
12,144
|
92.4%
|
Renaissance Heights I - Williston, ND
|
54
|
|
11,513
|
70.4%
|
Ridge Oaks - Sioux City, IA
|
132
|
|
6,338
|
100.0%
|
Rimrock West - Billings, MT
|
78
|
|
5,272
|
88.5%
|
River Ridge - Bismarck, ND
|
146
|
|
25,086
|
100.0%
|
Rocky Meadows - Billings, MT
|
98
|
|
7,467
|
100.0%
|
Rum River - Isanti, MN
|
72
|
|
5,812
|
100.0%
|
Sherwood - Topeka, KS
|
300
|
|
18,696
|
98.7%
|
Sierra Vista - Sioux Falls, SD
|
44
|
|
2,723
|
100.0%
|
South Pointe - Minot, ND
|
196
|
|
12,701
|
99.5%
|
Southpoint - Grand Forks, ND
|
96
|
|
10,485
|
97.9%
|
Southview - Minot, ND
|
24
|
|
1,009
|
100.0%
|
Southwind - Grand Forks, ND
|
164
|
|
8,148
|
99.4%
|
Summit Park - Minot, ND
|
95
|
|
3,397
|
96.8%
|
Sunset Trail - Rochester, MN
|
146
|
|
15,640
|
89.0%
|
Property Name and Location
|
Approximate
Net Rentable Square Footage |
(in thousands)
Investment (initial cost plus improvements less impairment) |
Physical
Occupancy as of April 30, 2014 |
|
|
|
|
|
|
COMMERCIAL OFFICE
- continued
|
|
|
|
|
Mendota Office Center I - Mendota Heights, MN
|
59,852
|
$
|
7,893
|
51.7%
|
Mendota Office Center II - Mendota Heights, MN
|
88,398
|
|
12,918
|
51.5%
|
Mendota Office Center III - Mendota Heights, MN
|
60,776
|
|
7,585
|
100.0%
|
Mendota Office Center IV - Mendota Heights, MN
|
72,231
|
|
9,992
|
100.0%
|
Minnesota National Bank - Duluth, MN
|
18,869
|
|
1,965
|
100.0%
|
Minot 1400 31st Ave - Minot, ND
|
48,960
|
|
11,573
|
91.2%
|
Minot 2505 16th Street SW - Minot, ND
|
15,000
|
|
2,318
|
100.0%
|
Miracle Hills One - Omaha, NE
|
84,445
|
|
7,700
|
85.4%
|
Northgate I - Maple Grove, MN
|
79,297
|
|
8,410
|
100.0%
|
Northgate II - Maple Grove, MN
|
26,000
|
|
2,587
|
100.0%
|
Northpark Corporate Center - Arden Hills, MN
|
145,439
|
|
19,031
|
50.2%
|
Omaha 10802 Farnam Dr - Omaha, NE
|
58,574
|
|
7,228
|
98.6%
|
Pacific Hills - Omaha, NE
|
143,075
|
|
10,533
|
81.4%
|
Plaza 16 - Minot, ND
|
50,610
|
|
9,693
|
100.0%
|
Plaza VII - Boise, ID
|
28,994
|
|
3,829
|
35.5%
|
Plymouth 5095 Nathan Lane - Plymouth, MN
|
20,528
|
|
1,939
|
100.0%
|
Plymouth I - Plymouth, MN
|
26,186
|
|
1,728
|
100.0%
|
Plymouth II - Plymouth, MN
|
26,186
|
|
1,671
|
100.0%
|
Plymouth III - Plymouth, MN
|
26,186
|
|
2,367
|
100.0%
|
Plymouth IV & V - Plymouth, MN
|
126,930
|
|
16,114
|
100.0%
|
Prairie Oak Business Center - Eden Prairie, MN
|
36,421
|
|
6,816
|
100.0%
|
Rapid City 900 Concourse Drive - Rapid City, SD
|
75,815
|
|
7,913
|
99.9%
|
Riverport - Maryland Heights, MO
|
121,316
|
|
8,107
|
100.0%
|
Southeast Tech Center - Eagan, MN
|
58,300
|
|
6,475
|
30.4%
|
Spring Valley IV - Omaha, NE
|
18,055
|
|
1,154
|
0.0%
|
Spring Valley V - Omaha, NE
|
24,171
|
|
1,586
|
100.0%
|
Spring Valley X - Omaha, NE
|
24,000
|
|
1,284
|
55.0%
|
Spring Valley XI - Omaha, NE
|
24,000
|
|
1,273
|
100.0%
|
Superior Office Building - Duluth, MN
|
20,000
|
|
2,619
|
100.0%
|
TCA Building - Eagan, MN
|
103,640
|
|
9,907
|
98.5%
|
Three Paramount Plaza - Bloomington, MN
|
75,526
|
|
9,382
|
66.9%
|
Thresher Square - Minneapolis, MN
|
117,144
|
|
12,813
|
27.7%
|
Timberlands - Leawood, KS
|
90,153
|
|
12,012
|
92.1%
|
UHC Office - International Falls, MN
|
30,000
|
|
2,565
|
100.0%
|
US Bank Financial Center - Bloomington, MN
|
153,311
|
|
18,053
|
82.8%
|
Wells Fargo Center - St Cloud, MN
|
86,477
|
|
10,690
|
91.7%
|
West River Business Park - Waite Park, MN
|
24,075
|
|
1,671
|
87.5%
|
Westgate - Boise, ID
|
103,342
|
|
13,551
|
100.0%
|
Whitewater Plaza - Minnetonka, MN
|
61,138
|
|
6,458
|
62.0%
|
Wirth Corporate Center - Golden Valley, MN
|
74,568
|
|
4,730
|
20.1%
|
Woodlands Plaza IV - Maryland Heights, MO
|
61,820
|
|
6,846
|
100.0%
|
TOTAL COMMERCIAL OFFICE
|
4,757,483
|
$
|
544,628
|
80.7%
|
|
|
|
|
|
Property Name and Location
|
Approximate
Net Rentable Square Footage |
(in thousands)
Investment (initial cost plus improvements less impairment) |
Physical
Occupancy as of April 30, 2014 |
|
|
|
|
|
|
COMMERCIAL HEALTHCARE
- continued
|
|
|
|
|
Legends at Heritage Place - Sartell, MN
|
98,174
|
$
|
10,890
|
100.0%
|
Mariner Clinic - Superior, WI*
|
28,928
|
|
3,871
|
100.0%
|
Minneapolis 701 25th Avenue Medical - Minneapolis, MN*
|
57,212
|
|
9,424
|
100.0%
|
Missoula 3050 Great Northern - Missoula, MT
|
14,640
|
|
1,971
|
100.0%
|
Nebraska Orthopaedic Hospital - Omaha, NE*
|
61,758
|
|
21,887
|
100.0%
|
Park Dental - Brooklyn Center, MN
|
9,998
|
|
2,952
|
100.0%
|
Pavilion I - Duluth, MN*
|
45,081
|
|
10,174
|
100.0%
|
Pavilion II - Duluth, MN
|
73,000
|
|
19,325
|
100.0%
|
Ritchie Medical Plaza - St Paul, MN
|
52,116
|
|
12,947
|
89.3%
|
Sartell 2000 23rd Street South - Sartell, MN*
|
59,760
|
|
12,715
|
25.7%
|
Spring Creek-American Falls - American Falls, ID
|
17,273
|
|
4,015
|
100.0%
|
Spring Creek-Boise - Boise, ID
|
16,311
|
|
5,004
|
100.0%
|
Spring Creek-Eagle - Eagle, ID
|
15,559
|
|
4,038
|
100.0%
|
Spring Creek-Fruitland - Fruitland, ID
|
39,500
|
|
7,115
|
100.0%
|
Spring Creek-Meridian - Meridian, ID
|
31,820
|
|
7,148
|
100.0%
|
Spring Creek-Overland - Overland, ID
|
26,605
|
|
6,629
|
100.0%
|
Spring Creek-Soda Springs - Soda Springs, ID
|
15,571
|
|
2,223
|
100.0%
|
Spring Creek-Ustick - Meridian, ID
|
26,605
|
|
4,300
|
100.0%
|
St Michael Clinic - St Michael, MN
|
10,796
|
|
2,851
|
100.0%
|
Trinity at Plaza 16 - Minot, ND
|
24,795
|
|
9,702
|
100.0%
|
Wells Clinic - Hibbing, MN
|
18,810
|
|
2,661
|
100.0%
|
TOTAL COMMERCIAL HEALTHCARE
|
3,093,890
|
$
|
525,028
|
96.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Name and Location
|
|
(in thousands)
Investment (initial cost plus improvements less impairment) |
|
|
|
|
|
|
|
UNIMPROVED LAND
|
|
|
|
|
Badger Hills - Rochester, MN
|
|
$
|
1,050
|
|
Bismarck 4916 - Bismarck, ND
|
|
|
3,250
|
|
Bismarck 700 E Main - Bismarck, ND
|
|
|
876
|
|
Deer Ridge- Jamestown, ND
|
|
|
711
|
|
Eagan - Eagan, MN
|
|
|
423
|
|
Georgetown Square - Grand Chute, WI
|
|
|
1,860
|
|
Grand Forks - Grand Forks, ND
|
|
|
4,278
|
|
Isanti Unimproved - Isanti, MN
|
|
|
58
|
|
Kalispell - Kalispell, MT
|
|
|
1,424
|
|
Legends at Heritage Place - Sartell, MN
|
|
|
537
|
|
Minot (Southgate) - Minot, ND
|
|
|
890
|
|
Minot Wells Fargo Bank - Minot, ND
|
|
|
992
|
|
Monticello - Monticello, MN
|
|
|
117
|
|
Rapid City Unimproved- Rapid City, SD
|
|
|
1,376
|
|
Renaissance Heights - Williston, ND
|
|
|
3,577
|
|
River Falls - River Falls, WI
|
|
|
180
|
|
Spring Creek Fruitland - Fruitland, IA
|
|
|
339
|
|
Urbandale - Urbandale, IA
|
|
|
114
|
|
Weston - Weston, WI
|
|
|
812
|
|
TOTAL UNIMPROVED LAND
|
|
$
|
22,864
|
|
|
|
|
|
|
DEVELOPMENT IN PROGRESS
|
|
|
|
|
Arcata - Golden Valley, MN
|
|
$
|
13,018
|
|
Cardinal Point - Grand Forks, ND
|
|
|
6,829
|
|
Chateau II - Minot, ND
|
|
|
2,098
|
|
Commons at Southgate - Minot, ND
|
|
|
28,065
|
|
Cypress Court II - St. Cloud, MN
|
|
|
1,580
|
|
Dakota Commons - Williston, ND
|
|
|
9,014
|
|
Red 20 - Minneapolis, MN
|
|
|
13,980
|
|
Renaissance Heights I - Williston, ND
|
|
|
27,529
|
|
Other
|
|
|
2,496
|
|
TOTAL DEVELOPMENT IN PROGRESS
|
|
$
|
104,609
|
|
|
|
|
|
|
TOTAL UNITS - RESIDENTIAL SEGMENT
|
10,779
|
|
|
|
TOTAL SQUARE FOOTAGE - COMMERCIAL SEGMENTS
(1)
|
10,378,406
|
|
|
|
TOTAL REAL ESTATE
|
|
$
|
2,123,504
|
|
(1)
|
Excludes property classified as held for sale at April 30, 2014 (Dewey Hill Business Center, 73,338 sq ft).
|
|
|
|
(in thousands)
|
|
Year Ended April 30,
|
Mortgage Principal
|
|
2015
|
$
|
80,140
|
2016
|
|
92,888
|
2017
|
|
207,890
|
2018
|
|
91,657
|
2019
|
|
136,884
|
Thereafter
|
|
388,230
|
Total
|
$
|
997,689
|
|
|
(in thousands)
|
Year Ended April 30,
|
|
Lease Payments
|
2015
|
$
|
110,080
|
2016
|
|
101,673
|
2017
|
|
87,405
|
2018
|
|
73,163
|
2019
|
|
60,348
|
Thereafter
|
|
136,292
|
Total
|
$
|
568,961
|
Quarter Ended
|
High
|
Low
|
Distributions Declared
(per share and unit) |
|||
Fiscal Year 2014
|
|
|
|
|
|
|
April 30, 2014
|
$
|
9.06
|
$
|
8.34
|
$
|
0.1300
|
January 31, 2014
|
|
8.94
|
|
8.24
|
|
0.1300
|
October 31, 2013
|
|
9.03
|
|
8.05
|
|
0.1300
|
July 31, 2013
|
|
9.77
|
|
8.09
|
|
0.1300
|
Quarter Ended
|
High
|
Low
|
Distributions Declared
(per share and unit) |
|||
Fiscal Year 2013
|
|
|
|
|
|
|
April 30, 2013
|
$
|
10.00
|
$
|
9.20
|
$
|
0.1300
|
January 31, 2013
|
|
9.40
|
|
7.73
|
|
0.1300
|
October 31, 2012
|
|
8.49
|
|
7.92
|
|
0.1300
|
July 31, 2012
|
|
8.31
|
|
7.05
|
|
0.1300
|
|
FY09
|
FY10
|
FY11
|
FY12
|
FY13
|
FY14
|
Investors Real Estate Trust
|
100.00
|
101.79
|
118.53
|
97.50
|
139.77
|
133.21
|
S&P 500
|
100.00
|
138.84
|
162.75
|
170.49
|
199.29
|
240.02
|
FTSE NAREIT Equity REITs
|
100.00
|
168.70
|
206.23
|
226.47
|
270.74
|
273.10
|
CALENDAR YEAR
|
2013
|
2012
|
2011
|
2010
|
2009
|
Tax status of distributions
|
|
|
|
|
|
Capital gain
|
3.09%
|
2.41%
|
37.48%
|
0.00%
|
0.09%
|
Ordinary income
|
28.41%
|
23.17%
|
18.04%
|
28.53%
|
39.17%
|
Return of capital
|
68.50%
|
74.42%
|
44.48%
|
71.47%
|
60.74%
|
• | Base Rents - income arising from tenant leases. These rents are recognized over the non-cancelable term of the related leases on a straight-line basis, which includes the effects of rent increases and abated rent under the leases. Certain leases provide for tenant occupancy during periods for which no rent is due or where minimum rent payments increase during the term of the lease. Rental revenue is recorded for the full term of each lease on a straight-line basis. Accordingly, the Company records a receivable from tenants for rents that it expects to collect over the remaining lease term as deferred rents receivable. When the Company acquires a property, the term of the existing leases is considered to commence as of the acquisition date for the purposes of this calculation. Revenue recognition is considered to be critical because the evaluation of the reliability of such deferred rents receivable involves management's assumptions relating to such tenant's viability. |
• | Percentage Rents - income arising from retail tenant leases which are contingent upon the sales of the tenant exceeding a defined threshold. These rents are recognized only after the contingency has been removed (i.e., sales thresholds have been achieved). |
• | Expense Reimbursement Income – revenue arising from tenant leases, which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective property. This revenue is accrued in the same periods as the expenses are incurred. |
|
(in thousands)
Year Ended April 30
|
2014 vs. 2013
|
2013 vs. 2012
|
|||||||||
|
2014
|
2013
|
2012
|
$ Change
|
% Change
|
$ Change
|
% Change
|
|||||
Real estate rentals
|
$
|
219,921
|
$
|
204,719
|
$
|
188,299
|
$
|
15,202
|
7.4%
|
$
|
16,420
|
8.7%
|
Tenant reimbursement
|
|
45,561
|
|
43,339
|
|
40,372
|
|
2,222
|
5.1%
|
|
2,967
|
7.3%
|
TOTAL REVENUE
|
|
265,482
|
|
248,058
|
|
228,671
|
|
17,424
|
7.0%
|
|
19,387
|
8.5%
|
Depreciation/amortization related to real estate investments
|
|
67,592
|
|
59,306
|
|
53,690
|
|
8,286
|
14.0%
|
|
5,616
|
10.5%
|
Utilities
|
|
21,864
|
|
18,792
|
|
17,106
|
|
3,072
|
16.3%
|
|
1,686
|
9.9%
|
Maintenance
|
|
31,158
|
|
28,340
|
|
25,530
|
|
2,818
|
9.9%
|
|
2,810
|
11.0%
|
Real estate taxes
|
|
32,982
|
|
32,182
|
|
29,349
|
|
800
|
2.5%
|
|
2,833
|
9.7%
|
Insurance
|
|
5,165
|
|
3,734
|
|
3,343
|
|
1,431
|
38.3%
|
|
391
|
11.7%
|
Property management expenses
|
|
16,961
|
|
15,003
|
|
18,164
|
|
1,958
|
13.1%
|
|
(3,161)
|
(17.4%)
|
Other property expenses
|
|
357
|
|
1,008
|
|
(142)
|
|
(651)
|
(64.6%)
|
|
1,150
|
(809.9%)
|
Administrative expenses
|
|
9,938
|
|
7,904
|
|
6,694
|
|
2,034
|
25.7%
|
|
1,210
|
18.1%
|
Advisory and trustee services
|
|
805
|
|
590
|
|
687
|
|
215
|
36.4%
|
|
(97)
|
(14.1%)
|
Other expenses
|
|
2,132
|
|
2,173
|
|
1,898
|
|
(41)
|
(1.9%)
|
|
275
|
14.5%
|
Amortization related to non-real estate investments
|
|
3,326
|
|
3,027
|
|
2,960
|
|
299
|
9.9%
|
|
67
|
2.3%
|
Impairment of real estate investments
|
|
42,566
|
|
0
|
|
0
|
|
42,566
|
n/a
|
|
0
|
n/a
|
TOTAL EXPENSES
|
|
234,846
|
|
172,059
|
|
159,279
|
|
62,787
|
36.5%
|
|
12,780
|
8.0%
|
Gain on involuntary conversion
|
|
2,480
|
|
5,084
|
|
274
|
|
(2,604)
|
(51.2%)
|
|
4,810
|
1755.5%
|
Operating income
|
|
33,116
|
|
81,083
|
|
69,666
|
|
(47,967)
|
(59.2%)
|
|
11,417
|
16.4%
|
Interest expense
|
|
(59,142)
|
|
(61,154)
|
|
(61,801)
|
|
2,012
|
(3.3%)
|
|
647
|
(1.0%)
|
Interest income
|
|
1,908
|
|
222
|
|
148
|
|
1,686
|
759.5%
|
|
74
|
50.0%
|
Other income
|
|
779
|
|
526
|
|
631
|
|
253
|
48.1%
|
|
(105)
|
(16.6%)
|
(Loss) income before loss on sale of real estate and other investments and income from discontinued operations
|
|
(23,339)
|
|
20,677
|
|
8,644
|
|
(44,016)
|
(212.9%)
|
|
12,033
|
139.2%
|
Loss on sale of real estate and other investments
|
|
(51)
|
|
0
|
|
0
|
|
(51)
|
n/a
|
|
0
|
n/a
|
(Loss) income from continuing operations
|
|
(23,390)
|
|
20,677
|
|
8,644
|
|
(44,067)
|
(213.1%)
|
|
12,033
|
139.2%
|
Income from discontinued operations
|
|
6,450
|
|
9,295
|
|
1,062
|
|
(2,845)
|
(30.6%)
|
|
8,233
|
775.2%
|
NET (LOSS) INCOME
|
|
(16,940)
|
|
29,972
|
|
9,706
|
|
(46,912)
|
(156.5%)
|
|
20,266
|
208.8%
|
Net loss (income) attributable to noncontrolling interests – Operating Partnership
|
|
4,676
|
|
(3,633)
|
|
(1,359)
|
|
8,309
|
(228.7%)
|
|
(2,274)
|
167.3%
|
Net (income) loss attributable to noncontrolling interests – consolidated real estate entities
|
|
(910)
|
|
(809)
|
|
(135)
|
|
(101)
|
12.5%
|
|
(674)
|
499.3%
|
Net (loss) income attributable to Investors Real Estate Trust
|
|
(13,174)
|
|
25,530
|
|
8,212
|
|
(38,704)
|
(151.6%)
|
|
17,318
|
210.9%
|
Dividends to preferred shareholders
|
|
(11,514)
|
|
(9,229)
|
|
(2,372)
|
|
(2,285)
|
24.8%
|
|
(6,857)
|
289.1%
|
NET (LOSS) INCOME AVAILABLE TO COMMON SHAREHOLDERS
|
$
|
(24,688)
|
$
|
16,301
|
$
|
5,840
|
|
(40,989)
|
(251.5%)
|
|
10,461
|
179.1%
|
|
(in thousands)
|
|
Rent primarily from properties acquired and development projects placed in service in fiscal year 2014
|
$
|
4,488
|
Rent in Fiscal 2014 primarily from properties acquired and development projects placed in service in fiscal year 2013 in excess of that received in 2013 from the same properties
|
|
6,685
|
Increase in rent on same-store properties due primarily to increased rental revenue and tenant reimbursements in the commercial office and healthcare segments and increased rental rates in the multi-family residential segment
(1)
|
|
6,251
|
|
$
|
17,424
|
(1)
|
See analysis of NOI by segment on pages 51-55 of the MD&A for additional information.
|
|
(in thousands)
|
|
Rent primarily from properties acquired and development projects placed in service in fiscal year 2013
|
$
|
8,889
|
Rent in Fiscal 2013 primarily from properties acquired and development projects placed in service in fiscal year 2012 in excess of that received in 2012 from the same properties
|
|
8,666
|
Increase in rental income on same-store properties due primarily to an increase in occupancy and rents, net of a decrease in rental income due to changes within the assisted living portfolio in the commercial healthcare segment
(1)
|
|
1,832
|
|
$
|
19,387
|
(1)
|
Decrease in rent was offset by a decrease in expense. See analysis of NOI by segment on pages 57-61 of the MD&A for additional information.
|
|
Same-Store Properties
|
|
All Properties
|
||||
|
As of April 30,
|
|
As of April 30,
|
||||
Segments
|
2014
|
2013
|
2012
|
|
2014
|
2013
|
2012
|
Multi-Family Residential
|
94.5%
|
95.3%
|
94.1%
|
|
93.0%
|
94.6%
|
93.6%
|
Commercial Office
|
81.4%
|
81.5%
|
79.2%
|
|
80.7%
|
80.8%
|
79.2%
|
Commercial Healthcare
|
96.2%
|
94.9%
|
94.0%
|
|
96.3%
|
94.7%
|
94.4%
|
Commercial Industrial
|
87.3%
|
95.7%
|
94.3%
|
|
87.8%
|
96.4%
|
94.3%
|
Commercial Retail
|
87.3%
|
86.9%
|
87.4%
|
|
87.4%
|
87.0%
|
87.4%
|
|
(in thousands, except percentages)
|
||||||
Years Ended April 30
|
|||||||
2014
|
2013
|
$ Change
|
% Change
|
||||
All Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate revenue
|
|
|
|
|
|
|
|
Same-store
|
$
|
237,865
|
$
|
231,614
|
$
|
6,251
|
2.7%
|
Non-same-store
(1)
|
|
27,617
|
|
16,444
|
|
11,173
|
67.9%
|
Total
|
$
|
265,482
|
$
|
248,058
|
$
|
17,424
|
7.0%
|
|
|
|
|
|
|
|
|
Real estate expenses
|
|
|
|
|
|
|
|
Same-store
|
$
|
97,442
|
$
|
93,297
|
$
|
4,145
|
4.4%
|
Non-same-store
(1)
|
|
11,045
|
|
5,762
|
|
5,283
|
91.7%
|
Total
|
$
|
108,487
|
$
|
99,059
|
$
|
9,428
|
9.5%
|
|
|
|
|
|
|
|
|
Gain on involuntary conversion
|
|
|
|
|
|
|
|
Same-store
|
$
|
0
|
$
|
1,232
|
$
|
(1,232)
|
(100.0%)
|
Non-same-store
(1)
|
|
2,480
|
|
3,852
|
|
(1,372)
|
(35.6%)
|
Total
|
$
|
2,480
|
$
|
5,084
|
$
|
(2,604)
|
(51.2%)
|
|
|
|
|
|
|
|
|
Net operating income
|
|
|
|
|
|
|
|
Same-store
|
$
|
140,423
|
$
|
139,549
|
$
|
874
|
0.6%
|
Non-same-store
(1)
|
|
19,052
|
|
14,534
|
|
4,518
|
31.1%
|
Total
|
$
|
159,475
|
$
|
154,083
|
$
|
5,392
|
3.5%
|
Depreciation/amortization
|
|
(70,918)
|
|
(62,333)
|
|
|
|
Administrative, advisory and trustee services
|
|
(10,743)
|
|
(8,494)
|
|
|
|
Other expenses
|
|
(2,132)
|
|
(2,173)
|
|
|
|
Impairment of real estate investments
|
|
(42,566)
|
|
0
|
|
|
|
Interest expense
|
|
(59,142)
|
|
(61,154)
|
|
|
|
Interest and other income
|
|
2,687
|
|
748
|
|
|
|
(Loss) income before loss on sale of real estate and other investments and income from discontinued operations
|
|
(23,339)
|
|
20,677
|
|
|
|
Loss on sale of real estate and other investments
|
|
(51)
|
|
0
|
|
|
|
(Loss) income from continuing operations
|
|
(23,390)
|
|
20,677
|
|
|
|
Income from discontinued operations
(2)
|
|
6,450
|
|
9,295
|
|
|
|
Net income
|
$
|
(16,940)
|
$
|
29,972
|
|
|
|
FY2013 -
|
Multi-Family Residential
-
|
Chateau I, Minot, ND;
Colonial Villa, Burnsville, MN
; Colony, Lincoln, NE;
First Avenue, Minot, ND
;
Lakeside Village, Lincoln, NE; Ponds at Heritage Place, Sartell, MN;
Quarry Ridge II, Rochester, MN
; Villa West, Topeka, KS; Whispering Ridge, Omaha, NE and
Williston Garden, Williston, ND
.
Total number of units, 1,738.
|
|
Commercial Office
-
|
Dewey Hill Business Center, Edina, MN.
Total rentable square footage, 73,338
|
|
Commercial Healthcare
-
|
Jamestown Medical Office Building, Jamestown, ND
.
Total rentable square footage, 45,222.
|
|
Commercial Industrial -
|
Minot IPS, Minot, ND and Stone Container, Roseville, MN.
Total rentable square footage, 256,770.
|
|
Commercial Retail -
|
Arrowhead First International Bank, Minot, ND
.
Total rentable square footage, 3,702.
|
(2)
|
Discontinued operations include gain on disposals and income from operations for:
|
|
2014 Discontinued Operations – Anoka Strip Center, API Building, Bloomington Business Plaza, Bodycote Industrial Building, Brooklyn Park 7401 Boone Ave, Burnsville 2 Strip Center, Cedar Lake Business Center, Clive 2075 NW 94
th
Street, Dixon Avenue Industrial Park, Eagan Community, East Park, Fargo 1320 45
th
Street N, Lighthouse, Metal Improvement Company, Minnetonka 13600 County Road 62, Nicollet VII, Pillsbury Business Center, Roseville 2929 Long Lake Road, Sycamore Village and Winsted Industrial Building.
|
|
2013 Discontinued Operations – Candlelight, Georgetown Square Condominiums, Kentwood Thomasville Furniture, Prairiewood Meadows, Stevens Point and Terrace on the Green.
|
|
(in thousands, except percentages)
|
||||||
|
Years Ended April 30,
|
||||||
|
2014
|
2013
|
$ Change
|
% Change
|
|||
Multi-Family Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate revenue
|
|
|
|
|
|
|
|
Same-store
|
$
|
77,447
|
$
|
75,375
|
$
|
2,072
|
2.7%
|
Non-same-store
|
|
24,612
|
|
14,548
|
|
10,064
|
69.2%
|
Total
|
$
|
102,059
|
$
|
89,923
|
$
|
12,136
|
13.5%
|
|
|
|
|
|
|
|
|
Real estate expenses
|
|
|
|
|
|
|
|
Same-store
|
$
|
36,106
|
$
|
33,142
|
$
|
2,964
|
8.9%
|
Non-same-store
|
|
10,032
|
|
5,081
|
|
4,951
|
97.4%
|
Total
|
$
|
46,138
|
$
|
38,223
|
$
|
7,915
|
20.7%
|
|
|
|
|
|
|
|
|
Gain on involuntary conversion
|
|
|
|
|
|
|
|
Same-store
|
$
|
0
|
$
|
0
|
$
|
0
|
0.0%
|
Non-same-store
|
|
2,480
|
|
3,852
|
|
(1,372)
|
(35.6%)
|
Total
|
$
|
2,480
|
$
|
3,852
|
$
|
(1,372)
|
(35.6%)
|
|
|
|
|
|
|
|
|
Net operating income
|
|
|
|
|
|
|
|
Same-store
|
$
|
41,341
|
$
|
42,233
|
$
|
(892)
|
(2.1%)
|
Non-same-store
|
|
17,060
|
|
13,319
|
|
3,741
|
28.1%
|
Total
|
$
|
58,401
|
$
|
55,552
|
$
|
2,849
|
5.1%
|
Occupancy
|
2014
|
2013
|
Same-store
|
94.5%
|
95.3%
|
Non-same-store
|
87.6%
|
91.2%
|
Total
|
93.0%
|
94.6%
|
Number of Units
|
2014
|
2013
|
Same-store
|
8,410
|
8,410
|
Non-same-store
|
2,369
|
1,738
|
Total
|
10,779
|
10,148
|
|
(in thousands, except percentages)
|
||||||
|
Years Ended April 30,
|
||||||
|
2014
|
2013
|
$ Change
|
% Change
|
|||
Commercial Office
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate revenue
|
|
|
|
|
|
|
|
Same-store
|
$
|
77,202
|
$
|
75,733
|
$
|
1,469
|
1.9%
|
Non-same-store
|
|
238
|
|
229
|
|
9
|
3.9%
|
Total
|
$
|
77,440
|
$
|
75,962
|
$
|
1,478
|
1.9%
|
|
|
|
|
|
|
|
|
Real estate expenses
|
|
|
|
|
|
|
|
Same-store
|
$
|
37,930
|
$
|
37,011
|
$
|
919
|
2.5%
|
Non-same-store
|
|
260
|
|
256
|
|
4
|
1.6%
|
Total
|
$
|
38,190
|
$
|
37,267
|
$
|
923
|
2.5%
|
|
|
|
|
|
|
|
|
Net operating income
|
|
|
|
|
|
|
|
Same-store
|
$
|
39,272
|
$
|
38,722
|
$
|
550
|
1.4%
|
Non-same-store
|
|
(22)
|
|
(27)
|
|
5
|
(18.5%)
|
Total
|
$
|
39,250
|
$
|
38,695
|
$
|
555
|
1.4%
|
Occupancy
|
2014
|
2013
|
Same-store
|
81.4%
|
81.5%
|
Non-same-store
|
35.7%
|
35.7%
|
Total
|
80.7%
|
80.8%
|
Rentable Square Footage
|
2014
|
2013
|
Same-store
|
4,757,483
|
4,755,925
|
Non-same-store
|
73,338
|
73,338
|
Total
|
4,830,821
|
4,829,263
|
Occupancy
|
2014
|
2013
|
Same-store
|
96.2%
|
94.9%
|
Non-same-store
|
98.0%
|
80.5%
|
Total
|
96.3%
|
94.7%
|
Rentable Square Footage
|
2014
|
2013
|
Same-store
|
2,910,994
|
2,910,800
|
Non-same-store
|
182,896
|
45,222
|
Total
|
3,093,890
|
2,956,022
|
|
(in thousands, except percentages)
|
||||||
|
Years Ended April 30,
|
||||||
|
2014
|
2013
|
$ Change
|
% Change
|
|||
Commercial Industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate revenue
|
|
|
|
|
|
|
|
Same-store
|
$
|
5,630
|
$
|
5,358
|
$
|
272
|
5.1%
|
Non-same-store
|
|
1,264
|
|
1,342
|
|
(78)
|
(5.8%)
|
Total
|
$
|
6,894
|
$
|
6,700
|
$
|
194
|
2.9%
|
|
|
|
|
|
|
|
|
Real estate expenses
|
|
|
|
|
|
|
|
Same-store
|
$
|
1,636
|
$
|
1,557
|
$
|
79
|
5.1%
|
Non-same-store
|
|
407
|
|
314
|
|
93
|
29.6%
|
Total
|
$
|
2,043
|
$
|
1,871
|
$
|
172
|
9.2%
|
|
|
|
|
|
|
|
|
Net operating income
|
|
|
|
|
|
|
|
Same-store
|
$
|
3,994
|
$
|
3,801
|
$
|
193
|
5.1%
|
Non-same-store
|
|
857
|
|
1,028
|
|
(171)
|
(16.6%)
|
Total
|
$
|
4,851
|
$
|
4,829
|
$
|
22
|
0.5%
|
Occupancy
|
2014
|
2013
|
Same-store
|
87.3%
|
95.7%
|
Non-same-store
|
100.0%
|
100.0%
|
Total
|
87.8%
|
96.4%
|
Rentable Square Footage
|
2014
|
2013
|
Same-store
|
1,173,263
|
1,173,263
|
Non-same-store
|
45,448
|
256,770
|
Total
|
1,218,711
|
1,430,033
|
Occupancy
|
2014
|
2013
|
Same-store
|
87.3%
|
86.9%
|
Non-same-store
|
100.0%
|
100.0%
|
Total
|
87.4%
|
87.0%
|
Rentable Square Footage
|
2014
|
2013
|
Same-store
|
1,304,620
|
1,304,460
|
Non-same-store
|
3,702
|
3,702
|
Total
|
1,308,322
|
1,308,162
|
|
(in thousands, except percentages)
|
||||||
Years Ended April 30
|
|||||||
2013
|
2012
|
$ Change
|
% Change
|
||||
All Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate revenue
|
|
|
|
|
|
|
|
Same-store
|
$
|
225,353
|
$
|
223,521
|
$
|
1,832
|
0.8%
|
Non-same-store
(1)
|
|
22,705
|
|
5,150
|
|
17,555
|
340.9%
|
Total
|
$
|
248,058
|
$
|
228,671
|
$
|
19,387
|
8.5%
|
|
|
|
|
|
|
|
|
Real estate expenses
|
|
|
|
|
|
|
|
Same-store
|
$
|
92,033
|
$
|
91,949
|
$
|
84
|
0.1%
|
Non-same-store
(1)
|
|
7,026
|
|
1,401
|
|
5,625
|
401.5%
|
Total
|
$
|
99,059
|
$
|
93,350
|
$
|
5,709
|
6.1%
|
|
|
|
|
|
|
|
|
Gain on involuntary conversion
|
|
|
|
|
|
|
|
Same-store
|
$
|
1,232
|
$
|
274
|
$
|
958
|
349.6%
|
Non-same-store
(1)
|
|
3,852
|
|
0
|
|
3,852
|
n/a
|
Total
|
$
|
5,084
|
$
|
274
|
$
|
4,810
|
1755.5%
|
|
|
|
|
|
|
|
|
Net operating income
|
|
|
|
|
|
|
|
Same-store
|
$
|
134,552
|
$
|
131,846
|
$
|
2,706
|
2.1%
|
Non-same-store
(1)
|
|
19,531
|
|
3,749
|
|
15,782
|
421.0%
|
Total
|
$
|
154,083
|
$
|
135,595
|
$
|
18,488
|
13.6%
|
Depreciation/amortization
|
|
(62,333)
|
|
(56,650)
|
|
|
|
Administrative, advisory and trustee services
|
|
(8,494)
|
|
(7,381)
|
|
|
|
Other expenses
|
|
(2,173)
|
|
(1,898)
|
|
|
|
Impairment of real estate investments
|
|
0
|
|
0
|
|
|
|
Interest expense
|
|
(61,154)
|
|
(61,801)
|
|
|
|
Interest and other income
|
|
748
|
|
779
|
|
|
|
Income from continuing operations
|
|
20,677
|
|
8,644
|
|
|
|
Income from discontinued operations
(2)
|
|
9,295
|
|
1,062
|
|
|
|
Net income
|
$
|
29,972
|
$
|
9,706
|
|
|
|
FY2012 -
|
Multi-Family Residential
-
|
Ashland, Grand Forks, ND;
Chateau I, Minot, ND
; Cottage West Twin Homes, Sioux Falls, SD; Evergreen II, Isanti, MN; Gables Townhomes, Sioux Falls, SD; Grand Gateway, St Cloud, MN; Regency Park Estates, St Cloud, MN; Villa West, Topeka, KS; and
Williston Garden, Williston, ND
.
Total number of units, 561.
|
|
Commercial Healthcare
-
|
Edina 6525 Drew Avenue, Edina, MN; Spring Creek American Falls, American Falls, ID; Spring Creek Soda Springs, Soda Springs, ID; Spring Creek Eagle, Eagle, ID; Spring Creek Meridian, Meridian, ID; Spring Creek Overland, Boise, ID; Spring Creek Boise, Boise, ID; Spring Creek Ustick, Meridian, ID and
Trinity at Plaza 16, Minot, ND
.
Total rentable square footage, 177,970.
|
(2)
|
Discontinued operations include gain on disposals and income from operations for:
|
|
2014 Discontinued Operations – Anoka Strip Center, API Building, Bloomington Business Plaza, Bodycote Industrial Building, Brooklyn Park 7401 Boone Ave, Burnsville 2 Strip Center, Cedar Lake Business Center, Clive 2075 NW 94
th
Street, Dixon Avenue Industrial Park, Eagan Community, East Park, Fargo 1320 45
th
Street N, Lighthouse, Metal Improvement Company, Minnetonka 13600 County Road 62, Nicollet VII, Pillsbury Business Center, Roseville 2929 Long Lake Road, Sycamore Village and Winsted Industrial Building.
|
|
2013 Discontinued Operations – Candlelight, Georgetown Square Condominiums, Kentwood Thomasville Furniture, Prairiewood Meadows, Stevens Point and Terrace on the Green.
|
|
2012 Discontinued Operations – Livingston Pamida, East Grand Station, Georgetown Square Condominiums and Kentwood Thomasville Furniture.
|
|
(in thousands, except percentages)
|
||||||
|
Years Ended April 30,
|
||||||
|
2013
|
2012
|
$ Change
|
% Change
|
|||
Multi-Family Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate revenue
|
|
|
|
|
|
|
|
Same-store
|
$
|
72,112
|
$
|
69,111
|
$
|
3,001
|
4.3%
|
Non-same-store
|
|
17,811
|
|
2,617
|
|
15,194
|
580.6%
|
Total
|
$
|
89,923
|
$
|
71,728
|
$
|
18,195
|
25.4%
|
|
|
|
|
|
|
|
|
Real estate expenses
|
|
|
|
|
|
|
|
Same-store
|
$
|
31,952
|
$
|
32,282
|
$
|
(330)
|
(1.0%)
|
Non-same-store
|
|
6,271
|
|
1,104
|
|
5,167
|
468.0%
|
Total
|
$
|
38,223
|
$
|
33,386
|
$
|
4,837
|
14.5%
|
|
|
|
|
|
|
|
|
Gain on involuntary conversion
|
|
|
|
|
|
|
|
Same-store
|
$
|
0
|
$
|
0
|
$
|
0
|
n/a
|
Non-same-store
|
|
3,852
|
|
0
|
|
3,852
|
n/a
|
Total
|
$
|
3,852
|
$
|
0
|
$
|
3,852
|
n/a
|
|
|
|
|
|
|
|
|
Net operating income
|
|
|
|
|
|
|
|
Same-store
|
$
|
40,160
|
$
|
36,829
|
$
|
3,331
|
9.0%
|
Non-same-store
|
|
15,392
|
|
1,513
|
|
13,879
|
917.3%
|
Total
|
$
|
55,552
|
$
|
38,342
|
$
|
17,210
|
44.9%
|
Occupancy
|
2013
|
2012
|
Same-store
|
94.6%
|
94.1%
|
Non-same-store
|
94.5%
|
85.4%
|
Total
|
94.6%
|
93.6%
|
Number of Units
|
2013
|
2012
|
Same-store
|
8,195
|
8,201
|
Non-same-store
|
1,953
|
561
|
Total
|
10,148
|
8,762
|
|
(in thousands, except percentages)
|
||||||
|
Years Ended April 30,
|
||||||
|
2013
|
2012
|
$ Change
|
% Change
|
|||
Commercial Office
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate revenue
|
|
|
|
|
|
|
|
Same-store
|
$
|
75,962
|
$
|
73,493
|
$
|
2,469
|
3.4%
|
Non-same-store
|
|
0
|
|
0
|
|
0
|
n/a
|
Total
|
$
|
75,962
|
$
|
73,493
|
$
|
2,469
|
3.4%
|
|
|
|
|
|
|
|
|
Real estate expenses
|
|
|
|
|
|
|
|
Same-store
|
$
|
37,267
|
$
|
34,126
|
$
|
3,141
|
9.2%
|
Non-same-store
|
|
0
|
|
0
|
|
0
|
n/a
|
Total
|
$
|
37,267
|
$
|
34,126
|
$
|
3,141
|
9.2%
|
|
|
|
|
|
|
|
|
Net operating income
|
|
|
|
|
|
|
|
Same-store
|
$
|
38,695
|
$
|
39,367
|
$
|
(672)
|
(1.7%)
|
Non-same-store
|
|
0
|
|
0
|
|
0
|
n/a
|
Total
|
$
|
38,695
|
$
|
39,367
|
$
|
(672)
|
(1.7%)
|
Occupancy
|
2013
|
2012
|
Same-store
|
80.8%
|
79.2%
|
Non-same-store
|
n/a
|
n/a
|
Total
|
80.8%
|
79.2%
|
Rentable Square Footage
|
2013
|
2012
|
Same-store
|
4,829,263
|
4,827,449
|
Non-same-store
|
0
|
0
|
Total
|
4,829,263
|
4,827,449
|
Occupancy
|
2013
|
2012
|
Same-store
|
94.6%
|
94.0%
|
Non-same-store
|
95.7%
|
99.8%
|
Total
|
94.7%
|
94.4%
|
Rentable Square Footage
|
2013
|
2012
|
Same-store
|
2,732,830
|
2,701,768
|
Non-same-store
|
223,192
|
177,970
|
Total
|
2,956,022
|
2,879,738
|
Occupancy
|
2013
|
2012
|
Same-store
|
96.4%
|
94.3%
|
Non-same-store
|
100.0%
|
n/a
|
Total
|
96.4%
|
94.3%
|
Rentable Square Footage
|
2013
|
2012
|
Same-store
|
1,402,335
|
1,411,810
|
Non-same-store
|
27,698
|
0
|
Total
|
1,430,033
|
1,411,810
|
Occupancy
|
2013
|
2012
|
Same-store
|
86.9%
|
87.4%
|
Non-same-store
|
100.0%
|
n/a
|
Total
|
87.0%
|
87.4%
|
Rentable Square Footage
|
2013
|
2012
|
Same-store
|
1,304,460
|
1,300,961
|
Non-same-store
|
3,702
|
0
|
Total
|
1,308,162
|
1,300,961
|
Lessee
|
% of Total Commercial
Segments Minimum
Rents as of April 1, 2014
|
Affiliates of Edgewood Vista
|
14.4%
|
St. Luke's Hospital of Duluth, Inc.
|
3.7%
|
Fairview Health Services
|
3.7%
|
Applied Underwriters
|
2.4%
|
HealthEast Care System
|
1.8%
|
Affiliates of Siemens USA
|
1.4%
|
Nebraska Orthopaedic Hospital
|
1.3%
|
Microsoft (NASDAQ: MSFT)
|
1.3%
|
Arcadis Corporate Services, Inc.
|
1.3%
|
State of Idaho Department of Health & Welfare
|
1.2%
|
All Others
|
67.5%
|
Total Monthly Commercial Rent as of April 1, 2014
|
100.0%
|
|
Square Feet of
New Leases
(1)
|
Square Feet of
Leases Renewed
(1) (2)
|
Total
Square Feet of
Leases Executed
(1)
|
|
Physical Occupancy
|
||||
|
|
Fiscal Year Ended April 30,
|
|||||||
Segments
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
|
2014
|
2013
|
Office
|
356,024
|
263,799
|
311,836
|
399,399
|
667,860
|
663,198
|
|
81.4%
|
81.5%
|
Healthcare
|
37,628
|
51,126
|
40,967
|
55,718
|
78,595
|
106,844
|
|
96.2%
|
94.9%
|
Industrial
|
234,403
|
36,982
|
251,831
|
23,572
|
486,234
|
60,554
|
|
87.3%
|
95.7%
|
Retail
|
128,464
|
92,662
|
123,886
|
86,878
|
252,350
|
179,540
|
|
87.3%
|
86.9%
|
Total
|
756,519
|
444,569
|
728,520
|
565,567
|
1,485,039
|
1,010,136
|
|
87.1%
|
87.7%
|
(1)
|
The leasing activity presented is based on leases signed or executed for our same-store rental properties during the period and is not intended to coincide with the commencement of rental revenue in accordance with GAAP.
|
(2)
|
Leases renewed include the retained occupancy of tenants on a month-to-month basis past their original lease expiration date.
|
|
Square Feet of
New Leases
(1)
|
Average Term
in Years
|
Average
Effective Rent
(2)
|
Estimated Tenant Improvement Cost per Square Foot
(1)
|
Leasing
Commissions per Square Foot
(1)
|
|||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
||||||||||
Office
|
|
356,024
|
|
263,799
|
|
4.2
|
|
5.5
|
$
|
13.42
|
$
|
14.53
|
$
|
13.30
|
$
|
14.24
|
$
|
4.33
|
$
|
5.34
|
Healthcare
|
|
37,628
|
|
51,126
|
|
4.9
|
|
8.2
|
|
21.58
|
|
20.14
|
|
49.71
|
|
37.99
|
|
6.88
|
|
7.06
|
Industrial
|
|
234,403
|
|
36,982
|
|
3.1
|
|
4.8
|
|
3.55
|
|
4.84
|
|
0.13
|
|
3.90
|
|
.50
|
|
1.43
|
Retail
|
|
128,464
|
|
92,662
|
|
4.5
|
|
5.0
|
|
5.83
|
|
8.93
|
|
1.79
|
|
9.66
|
|
4.35
|
|
2.21
|
Total
|
|
756,519
|
|
444,569
|
|
4.3
|
|
5.9
|
$
|
9.48
|
$
|
13.20
|
$
|
9.08
|
$
|
15.16
|
$
|
3.27
|
$
|
4.56
|
(1)
|
The leasing activity presented is based on leases signed or executed for our same-store rental properties during the period and is not intended to coincide with the commencement of rental revenue in accordance with GAAP. Tenant improvements and leasing commissions presented are based on square feet leased during the period.
|
(2)
|
Effective rents represent average annual base rental payments, on a straight-line basis for the term of each lease, excluding operating expense reimbursements. The underlying leases contain various expense structures including gross, modified gross, net and triple net.
|
|
Square Feet of Leases Renewed
(1)
|
Percent of Expiring Leases Renewed
(2)
|
Average Term
in Years
|
Weighted Average Growth (Decline)
in Effective Rents
(3)
|
Estimated
Tenant Improvement
Cost per Square Foot
(1)
|
Leasing Commissions per Square Foot
(1)
|
||||||||||||||||||
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Office
|
|
311,836
|
|
399,399
|
|
53.4%
|
|
87.1%
|
|
3.4
|
|
3.1
|
|
(2.6%)
|
|
(5.3%)
|
$
|
4.82
|
$
|
5.89
|
$
|
3.39
|
$
|
4.47
|
Healthcare
|
|
40,967
|
|
55,718
|
|
98.3%
|
|
74.1%
|
|
3.3
|
|
6.5
|
|
8.0%
|
|
4.6%
|
|
8.51
|
|
16.67
|
|
0.94
|
|
4.74
|
Industrial
|
|
251,831
|
|
23,572
|
|
45.6%
|
|
30.9%
|
|
3.2
|
|
3.1
|
|
7.5%
|
|
(2.8%)
|
|
0.32
|
|
0.21
|
|
0.48
|
|
0.59
|
Retail
|
|
123,886
|
|
86,878
|
|
48.0%
|
|
72.4%
|
|
3.6
|
|
3.4
|
|
8.9%
|
|
8.6%
|
|
1.19
|
|
1.03
|
|
0.08
|
|
0.25
|
Total
|
|
728,520
|
|
565,567
|
|
63.5%
|
|
70.1%
|
|
3.4
|
|
3.9
|
|
1.9%
|
|
(2.6%)
|
$
|
2.85
|
$
|
5.97
|
$
|
1.68
|
$
|
3.69
|
(1)
|
The leasing activity presented is based on leases signed or executed for our same-store rental properties during the period and is not intended to coincide with the commencement of rental revenue in accordance with GAAP. Tenant improvements and leasing commissions are based on square feet leased during the period.
|
(2)
|
Renewal percentage of expiring leases is based on square footage of renewed leases and not the number of leases renewed. Expiring leases where the tenant retained occupancy on a month-to-month basis past the lease expiration date were considered to have been renewed.
|
(3)
|
Represents the percentage change in effective rent between the original leases and the renewal leases. Effective rents represent average annual base rental payments, on a straight-line basis for the term of each lease, excluding operating expense reimbursements. The underlying leases contain various expense structures including gross, modified gross, net and triple net.
|
Fiscal Year of Lease Expiration
|
# of Leases
|
Square Footage of
Expiring Leases
(3)
|
|
Percentage of Total
Commercial Segments
Leased Square Footage
|
Annualized Base
Rent of Expiring Leases at Expiration (2) |
|
Percentage of Total
Commercial Segments
Annualized Base Rent
|
|
2015
(1)
|
184
|
1,241,776
|
|
13.7%
|
$
|
16,479,312
|
|
13.3%
|
2016
|
122
|
1,262,437
|
|
13.8%
|
|
17,365,450
|
|
14.0%
|
2017
|
125
|
1,178,312
|
|
13.0%
|
|
19,311,713
|
|
15.5%
|
2018
|
88
|
699,606
|
|
7.7%
|
|
12,163,841
|
|
9.8%
|
2019
|
84
|
1,316,695
|
|
14.5%
|
|
16,201,140
|
|
13.0%
|
2020
|
26
|
552,937
|
|
6.1%
|
|
5,902,586
|
|
4.8%
|
2021
|
37
|
334,256
|
|
3.7%
|
|
5,058,436
|
|
4.1%
|
2022
|
42
|
1,352,847
|
|
14.9%
|
|
16,711,943
|
|
13.5%
|
2023
|
10
|
460,613
|
|
5.0%
|
|
1,855,850
|
|
1.5%
|
2024
|
45
|
421,555
|
|
4.6%
|
|
6,845,936
|
|
5.5%
|
Thereafter
|
15
|
272,213
|
|
3.0%
|
|
6,183,086
|
|
5.0%
|
Totals
|
778
|
9,093,247
|
|
100.0%
|
$
|
124,079,293
|
|
100.0%
|
(1)
|
Includes month-to-month leases. As of April 30, 2014 month-to-month leases accounted for 438,647 square feet.
|
(2)
|
Annualized Base Rent is monthly scheduled rent as of April 1, 2014, multiplied by 12.
|
(3)
|
Assuming that none of the tenants exercise renewal or termination options, and including leases renewed prior to expiration. Also excludes 98,174 square feet of income producing real estate operated within a Taxable REIT Subsidiary.
|
|
|
(in thousands)
|
|||||||||||||
|
|
Total
Acquisition
Cost
|
Form of Consideration
|
Investment Allocation
|
|||||||||||
Acquisitions
|
Date Acquired
|
Cash
|
Units
(1)
|
Other
(2)
|
Land
|
Building
|
Intangible
Assets
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Family Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71 unit - Alps Park - Rapid City, SD
|
2013-05-01
|
$
|
6,200
|
$
|
2,920
|
$
|
3,280
|
$
|
0
|
$
|
287
|
$
|
5,551
|
$
|
362
|
96 unit - Southpoint - Grand Forks, ND
|
2013-09-05
|
|
10,600
|
|
10,400
|
|
200
|
|
0
|
|
576
|
|
9,893
|
|
131
|
24 unit - Pinecone Villas - Sartell, MN
|
2013-10-31
|
|
2,800
|
|
2,800
|
|
0
|
|
0
|
|
584
|
|
2,191
|
|
25
|
|
|
|
19,600
|
|
16,120
|
|
3,480
|
|
0
|
|
1,447
|
|
17,635
|
|
518
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Healthcare
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98,174 sq ft Legends at Heritage Place - Sartell, MN
|
2013-10-31
|
|
11,863
|
|
11,863
|
|
0
|
|
0
|
|
970
|
|
10,511
|
|
382
|
39,500 sq ft Spring Creek Fruitland - Fruitland, ID
|
2014-02-05
|
|
7,050
|
|
7,050
|
|
0
|
|
0
|
|
550
|
|
6,500
|
|
0
|
|
|
|
18,913
|
|
18,913
|
|
0
|
|
0
|
|
1,520
|
|
17,011
|
|
382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unimproved Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chateau II - Minot, ND
|
2013-05-21
|
|
179
|
|
179
|
|
0
|
|
0
|
|
179
|
|
0
|
|
0
|
Jamestown Unimproved - Jamestown, ND
|
2013-08-09
|
|
700
|
|
700
|
|
0
|
|
0
|
|
700
|
|
0
|
|
0
|
Red 20 - Minneapolis, MN
(3)
|
2013-08-20
|
|
1,900
|
|
0
|
|
0
|
|
1,900
|
|
1,900
|
|
0
|
|
0
|
Legends at Heritage Place - Sartell, MN
|
2013-10-31
|
|
537
|
|
537
|
|
0
|
|
0
|
|
537
|
|
0
|
|
0
|
Spring Creek Fruitland - Fruitland, ID
|
2014-01-21
|
|
335
|
|
335
|
|
0
|
|
0
|
|
335
|
|
0
|
|
0
|
Isanti Unimproved - Isanti, MN
|
2014-02-04
|
|
50
|
|
50
|
|
0
|
|
0
|
|
50
|
|
0
|
|
0
|
Rapid City Unimproved - Rapid City, SD
|
2014-03-25
|
|
1,366
|
|
1,366
|
|
0
|
|
0
|
|
1,366
|
|
0
|
|
0
|
|
|
|
5,067
|
|
3,167
|
|
0
|
|
1,900
|
|
5,067
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Property Acquisitions
|
|
$
|
43,580
|
$
|
38,200
|
$
|
3,480
|
$
|
1,900
|
$
|
8,034
|
$
|
34,646
|
$
|
900
|
(1)
|
Value of limited partnership units of the Operating Partnership at the acquisition date.
|
(2)
|
Consists of value of land contributed by the joint venture partner.
|
(3)
|
Land is owned by a joint venture in which the Company has an approximately 58.6% interest. The joint venture is consolidated in IRET's financial statements.
|
|
|
(in thousands)
|
|||||||||||||
|
|
Total
Acquisition
Cost
|
Form of Consideration
|
Investment Allocation
|
|||||||||||
Acquisitions
|
Date Acquired
|
Cash
|
Units
(1)
|
Other
(2)
|
Land
|
Building
|
Intangible
Assets
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Family Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
308 unit - Villa West - Topeka, KS
|
2012-05-08
|
$
|
17,650
|
$
|
5,150
|
$
|
0
|
$
|
12,500
|
$
|
1,590
|
$
|
15,760
|
$
|
300
|
232 unit - Colony - Lincoln, NE
|
2012-06-04
|
|
17,500
|
|
14,368
|
|
3,132
|
|
0
|
|
1,515
|
|
15,731
|
|
254
|
208 unit - Lakeside Village - Lincoln, NE
|
2012-06-04
|
|
17,250
|
|
13,954
|
|
3,296
|
|
0
|
|
1,215
|
|
15,837
|
|
198
|
58 unit - Ponds at Heritage Place - Sartell, MN
|
2012-10-10
|
|
5,020
|
|
3,332
|
|
1,688
|
|
0
|
|
395
|
|
4,564
|
|
61
|
336 unit - Whispering Ridge - Omaha, NE
|
2013-04-24
|
|
28,314
|
|
25,798
|
|
2,516
|
|
0
|
|
2,139
|
|
25,424
|
|
751
|
|
|
|
85,734
|
|
62,602
|
|
10,632
|
|
12,500
|
|
6,854
|
|
77,316
|
|
1,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unimproved Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
University Commons - Williston, ND
|
2012-08-01
|
|
823
|
|
823
|
|
0
|
|
0
|
|
823
|
|
0
|
|
0
|
Cypress Court - St. Cloud, MN
(3)
|
2012-08-10
|
|
447
|
|
447
|
|
0
|
|
0
|
|
447
|
|
0
|
|
0
|
Cypress Court Apartment Development - St. Cloud, MN
(3)
|
2012-08-10
|
|
1,136
|
|
0
|
|
0
|
|
1,136
|
|
1,136
|
|
0
|
|
0
|
Badger Hills - Rochester, MN
(4)
|
2012-12-14
|
|
1,050
|
|
1,050
|
|
0
|
|
0
|
|
1,050
|
|
0
|
|
0
|
Grand Forks - Grand Forks, ND
|
2012-12-31
|
|
4,278
|
|
2,278
|
|
2,000
|
|
0
|
|
4,278
|
|
0
|
|
0
|
Minot (Southgate Lot 4) - Minot, ND
|
2013-01-11
|
|
1,882
|
|
1,882
|
|
0
|
|
0
|
|
1,882
|
|
0
|
|
0
|
Commons at Southgate - Minot, ND
(5)
|
2013-01-22
|
|
3,691
|
|
0
|
|
0
|
|
3,691
|
|
3,691
|
|
0
|
|
0
|
Landing at Southgate - Minot, ND
(5)
|
2013-01-22
|
|
2,262
|
|
0
|
|
0
|
|
2,262
|
|
2,262
|
|
0
|
|
0
|
Grand Forks 2150 - Grand Forks, ND
|
2013-03-25
|
|
1,600
|
|
1,600
|
|
0
|
|
0
|
|
1,600
|
|
0
|
|
0
|
Bismarck 4916 - Bismarck, ND
|
2013-04-12
|
|
3,250
|
|
3,250
|
|
0
|
|
0
|
|
3,250
|
|
0
|
|
0
|
Arcata - Golden Valley, MN
|
2013-04-30
|
|
2,088
|
|
2,088
|
|
0
|
|
0
|
|
2,088
|
|
0
|
|
0
|
|
|
|
22,507
|
|
13,418
|
|
2,000
|
|
7,089
|
|
22,507
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Property Acquisitions
|
|
$
|
108,241
|
$
|
76,020
|
$
|
12,632
|
$
|
19,589
|
$
|
29,361
|
$
|
77,316
|
$
|
1,564
|
(1)
|
Value of limited partnership units of the Operating Partnership at the acquisition date.
|
(2)
|
Consists of assumed debt (Villa West - $12.5 million) and value of land contributed by the joint venture partner (Cypress Court - $1.1 million, Commons at Southgate - $3.7 million, Landing at Southgate - $2.3 million).
|
(3)
|
Land is owned by a joint venture in which the Company has an approximately 86.1% interest. The joint venture is consolidated in IRET's financial statements.
|
(4)
|
Acquisition of unimproved land consisted of two parcels acquired separately on December 14 and December 20, 2012, respectively.
|
(5)
|
Land is owned by a joint venture entity in which the Company has an approximately 51% interest. The joint venture is consolidated in IRET's financial statements.
|
|
|
(in thousands)
|
|||||
Development Projects Placed in Service
(1)
|
Date Placed in
Service
|
Land
|
Building
|
Development
Cost
|
|||
|
|
|
|
|
|
|
|
Multi-Family Residential
|
|
|
|
|
|
|
|
108 unit - Landing at Southgate - Minot, ND
(2)
|
2013-09-04
|
$
|
2,262
|
$
|
12,864
|
$
|
15,126
|
132 unit - Cypress Court - St. Cloud, MN
(3)
|
2013-11-01
|
|
1,136
|
|
12,428
|
|
13,564
|
146 unit - River Ridge - Bismarck, ND
(4)
|
2013-12-02
|
|
589
|
|
24,268
|
|
24,857
|
|
|
|
|
|
|
|
|
Total Development Projects Placed in Service
|
|
$
|
3,987
|
$
|
49,560
|
$
|
53,547
|
(1) | Development projects that are placed in service in phases are excluded from this table until the entire project has been placed in service. See Note 15 for additional information on the Renaissance Heights I project, which was partially placed in service during the three months ended April 30, 2014. |
(2)
|
Development property placed in service September 4, 2013. Costs paid in fiscal year 2013 totaled $6.3 million. Additional costs paid in fiscal year 2014 totaled $8.8 million, for a total project cost at April 20, 2014 of $15.1 million. The project is owned by a joint venture entity in which the Company has an approximately 51% interest.
|
(3) | Development property placed in service November 1, 2013. Costs paid in fiscal year 2013 totaled $5.8 million. Additional costs paid in fiscal year 2014 totaled $7.8 million, for a total project cost at April 30, 2014 of $13.6 million. The project is owned by a joint venture entity in which the Company has an approximately 86.1% interest. |
(4) | Development property placed in service December 2, 2013. Costs paid in fiscal year 2013 totaled $10.1 million, including the land acquired in fiscal year 2009. Additional costs paid in fiscal year 2014 totaled $14.8 million, for a total project cost at April 30, 2014 of $24.9 million. |
|
|
(in thousands)
|
|||||
Development Projects Placed in Service
|
Date Placed in Service
|
Land
|
Building
|
Development Cost
|
|||
|
|
|
|
|
|
|
|
Multi-Family Residential
|
|
|
|
|
|
|
|
159 unit - Quarry Ridge II - Rochester, MN
(1)
|
2012-06-29
|
$
|
942
|
$
|
16,636
|
$
|
17,578
|
73 unit - Williston Garden Buildings 3 and 4 - Williston, ND
(2)
|
2012-07-31
|
|
700
|
|
8,734
|
|
9,434
|
20 unit - First Avenue - Minot, ND
(3)
|
2013-04-15
|
|
0
|
|
2,677
|
|
2,677
|
|
|
|
1,642
|
|
28,047
|
|
29,689
|
Commercial Healthcare
|
|
|
|
|
|
|
|
26,662 sq ft Spring Wind Expansion - Laramie, WY
(4)
|
2012-11-16
|
|
0
|
|
3,485
|
|
3,485
|
45,222 sq ft Jamestown Medical Office Building - Jamestown, ND
(5)
|
2013-01-01
|
|
0
|
|
7,605
|
|
7,605
|
|
|
|
0
|
|
11,090
|
|
11,090
|
|
|
|
|
|
|
|
|
Commercial Industrial
|
|
|
|
|
|
|
|
27,698 sq ft Minot IPS - Minot, ND
(6)
|
2012-12-17
|
|
416
|
|
5,484
|
|
5,900
|
|
|
|
|
|
|
|
|
Commercial Retail
|
|
|
|
|
|
|
|
3,702 sq ft Arrowhead First International Bank - Minot, ND
(7)
|
2013-03-19
|
|
75
|
|
1,165
|
|
1,240
|
|
|
|
|
|
|
|
|
Total Development Projects Placed in Service
|
|
$
|
2,133
|
$
|
45,786
|
$
|
47,919
|
(1)
|
Development property placed in service June 29, 2012. Costs paid in fiscal years 2011 and 2012 totaled $13.0 million, including land acquired in fiscal year 2007. Additional costs paid in fiscal year 2013 totaled $4.6 million, for a total project cost at April 30, 2013 of $17.6 million.
|
(2)
|
Development property placed in service July 31, 2012. Buildings 1 and 2 were placed in service in fiscal year 2012. Costs paid in fiscal year 2012 for Buildings 3 and 4 totaled $2.4 million. Additional costs paid in fiscal year 2013 totaled $7.0 million, for a total project cost at April 30, 2013 of $9.4 million. The project is owned by a joint venture entity in which the Company has an approximately 60% interest.
|
(3)
|
Redevelopment property placed in service April 15, 2013. Costs paid in fiscal years 2011 and 2012 totaled approximately $321,000. Additional costs paid in fiscal year 2013 totaled $2.4 million, for a total project cost at April 30, 2013 of $2.7 million.
|
(4)
|
Expansion project placed in service November 16, 2012. Costs paid in fiscal year 2012 totaled $1.8 million. Additional costs paid in fiscal year 2013 totaled $1.7 million, for a total project cost at April 30, 2013 of $3.5 million.
|
(5)
|
Development property placed in service January 1, 2013. Costs paid in fiscal year 2012 totaled $1.0 million. Additional costs paid in fiscal year 2013 totaled $6.6 million, for a total project cost at April 30, 2013 of $7.6 million. The project is owned by a joint venture entity in which the Company has an approximately 51% interest.
|
(6)
|
Development property placed in service December 17, 2012. Costs paid in fiscal year 2012 totaled $1.8 million. Additional costs paid in fiscal year 2013 totaled $4.1 million, for a total project cost at April 30, 2013 of $5.9 million.
|
(7)
|
Development property placed in service March 19, 2013. Costs paid in fiscal year 2012 totaled approximately 75,000. Additional costs paid in fiscal year 2013 totaled $1.2 million, for a total project cost at April 30, 2013 of $1.2 million.
|
|
|
(in thousands)
|
|||||
Dispositions
|
Date
Disposed
|
Sales Price
|
Book Value
and Sales Cost
|
Gain/(Loss)
|
|||
|
|
|
|
|
|
|
|
Multi-Family Residential
|
|
|
|
|
|
|
|
84 unit - East Park - Sioux Falls, SD
|
2013-12-18
|
$
|
2,214
|
$
|
2,358
|
$
|
(144)
|
48 unit - Sycamore Village - Sioux Falls, SD
|
2013-12-18
|
|
1,296
|
|
1,380
|
|
(84)
|
|
|
|
3,510
|
|
3,738
|
|
(228)
|
|
|
|
|
|
|
|
|
Commercial Office
|
|
|
|
|
|
|
|
121,669 sq ft Bloomington Business Plaza - Bloomington, MN
|
2013-09-12
|
|
4,500
|
|
7,339
|
|
(2,839)
|
118,125 sq ft Nicollet VII - Burnsville, MN
|
2013-09-12
|
|
7,290
|
|
6,001
|
|
1,289
|
42,929 sq ft Pillsbury Business Center - Bloomington, MN
|
2013-09-12
|
|
1,160
|
|
1,164
|
|
(4)
|
|
|
|
12,950
|
|
14,504
|
|
(1,554)
|
|
|
|
|
|
|
|
|
Commercial Industrial
|
|
|
|
|
|
|
|
41,880 sq ft Bodycote Industrial Building- Eden Prairie, MN
|
2013-05-13
|
|
3,150
|
|
1,375
|
|
1,775
|
42,244 sq ft Fargo 1320 45
th
Street N - Fargo, ND
|
2013-05-13
|
|
4,700
|
|
4,100
|
|
600
|
49,620 sq ft Metal Improvement Company - New Brighton, MN
|
2013-05-13
|
|
2,350
|
|
1,949
|
|
401
|
172,057 sq ft Roseville 2929 Long Lake Road - Roseville, MN
|
2013-05-13
|
|
9,275
|
|
9,998
|
|
(723)
|
322,751 sq ft Brooklyn Park 7401 Boone Ave - Brooklyn Park, MN
|
2013-09-12
|
|
12,800
|
|
12,181
|
|
619
|
50,400 sq ft Cedar Lake Business Center - St. Louis Park, MN
|
2013-09-12
|
|
2,550
|
|
2,607
|
|
(57)
|
35,000 sq ft API Building - Duluth, MN
|
2013-09-24
|
|
2,553
|
|
1,488
|
|
1,065
|
59,292 sq ft Lighthouse - Duluth, MN
|
2013-10-08
|
|
1,825
|
|
1,547
|
|
278
|
606,006 sq ft Dixon Avenue Industrial Park - Des Moines, IA
|
2013-10-31
|
|
14,675
|
|
10,328
|
|
4,347
|
41,685 sq ft Winsted Industrial Building - Winsted, MN
|
2014-01-17
|
|
725
|
|
747
|
|
(22)
|
69,984 sq ft Minnetonka 13600 County Road 62 - Minnetonka, MN
|
2014-01-30
|
|
3,800
|
|
3,084
|
|
716
|
42,510 sq ft Clive 2075NW 94
th
Street - Clive, IA
|
2014-01-30
|
|
2,735
|
|
2,675
|
|
60
|
|
|
|
61,138
|
|
52,079
|
|
9,059
|
|
|
|
|
|
|
|
|
Commercial Retail
|
|
|
|
|
|
|
|
23,187 sq ft Eagan Community - Eagan, MN
|
2013-05-14
|
|
2,310
|
|
2,420
|
|
(110)
|
10,625 sq ft Anoka Strip Center- Anoka, MN
|
2013-12-23
|
|
325
|
|
347
|
|
(22)
|
8,400 sq ft Burnsville 2 Strip Center - Burnsville, MN
|
2014-01-08
|
|
650
|
|
796
|
|
(146)
|
|
|
|
3,285
|
|
3,563
|
|
(278)
|
|
|
|
|
|
|
|
|
Total Property Dispositions
|
|
$
|
80,883
|
$
|
73,884
|
$
|
6,999
|
|
|
(in thousands)
|
|||||
Dispositions
|
Date
Disposed
|
Sales Price
|
Book Value
and Sales Cost
|
Gain/(Loss)
|
|||
|
|
|
|
|
|
|
|
Multi-Family Residential
|
|
|
|
|
|
|
|
116 unit - Terrace on the Green - Fargo, ND
|
2012-09-27
|
$
|
3,450
|
$
|
1,248
|
$
|
2,202
|
85 unit - Prairiewood Meadows - Fargo, ND
|
2012-09-27
|
|
3,450
|
|
2,846
|
|
604
|
66 unit - Candlelight - Fargo, ND
|
2012-11-27
|
|
1,950
|
|
1,178
|
|
772
|
|
|
|
8,850
|
|
5,272
|
|
3,578
|
|
|
|
|
|
|
|
|
Commercial Retail
|
|
|
|
|
|
|
|
16,080 sq ft Kentwood Thomasville - Kentwood, MI
|
2012-06-20
|
|
625
|
|
692
|
|
(67)
|
|
|
|
|
|
|
|
|
Commercial Healthcare
|
|
|
|
|
|
|
|
47,950 sq ft Steven's Pointe -Steven's Point, WI
|
2013-04-25
|
|
16,100
|
|
12,667
|
|
3,433
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
Georgetown Square
Condominiums 5 and 6
|
2012-06-21
|
|
330
|
|
336
|
|
(6)
|
Georgetown Square
Condominiums 3 and 4
|
2012-08-02
|
|
368
|
|
421
|
|
(53)
|
|
|
|
698
|
|
757
|
|
(59)
|
|
|
|
|
|
|
|
|
Total Property Dispositions
|
|
$
|
26,273
|
$
|
19,388
|
$
|
6,885
|
|
|
|
|
(in thousands)
|
|
|
|
||||
Project Name and Location
|
Segment
|
Square Feet
or Number of Units
|
Percentage
Leased
or Committed
|
Anticipated
Total
Cost
(1)
|
Costs as of April 30, 2014
(1)
|
Cost per
Square Foot
or Unit
(1)
|
Date
Placed in Service
|
Anticipated Same-Store Date
|
|||
Landing at Southgate - Minot, ND
(2)
|
Multi-Family Residential
|
108 units
|
99.1%
|
$
|
15,792
|
$
|
15,126
|
$
|
146,222
|
FY2014 Q2
|
FY2016 Q1
|
Cypress Court - St. Cloud, MN
(3)
|
Multi-Family Residential
|
132 units
|
96.2%
|
|
14,322
|
|
13,564
|
|
108,500
|
FY2014 Q3
|
FY2016 Q1
|
River Ridge - Bismarck, ND
|
Multi-Family Residential
|
146 units
|
92.5%
|
|
25,863
|
|
25,008
|
|
177,144
|
FY2014 Q3
|
FY2016 Q1
|
|
|
|
|
$
|
55,977
|
$
|
53,698
|
|
|
|
|
(1)
|
Excludes tenant improvements and leasing commissions.
|
(2)
|
The project is owned by a joint venture in which the Company has an approximately 51% interest.
|
(3)
|
The project is owned by a joint venture in which the Company has an approximately 86.1% interest.
|
|
|
|
|
(in thousands)
|
|
|||
Project Name and Location
|
Planned Segment
|
Square Feet
or Number of Units
|
Percentage
Leased
or Committed
|
Anticipated
Total Cost
|
Costs as of
April 30, 2014
(1)
|
Anticipated Construction Completion
|
||
Dakota Commons - Williston, ND
|
Multi-Family Residential
|
44 units
|
0%
|
$
|
10,736
|
$
|
9,013
|
FY2015 Q1
|
Commons at Southgate - Minot, ND
(2)
|
Multi-Family Residential
|
233 units
|
0%
|
|
37,201
|
|
28,065
|
FY2015 Q2
|
Cypress Court II – St. Cloud, MN
(3)
|
Multi-Family Residential
|
66 units
|
0%
|
|
7,028
|
|
1,580
|
FY2015 Q3
|
Arcata - Golden Valley, MN
|
Multi-Family Residential
|
165 units
|
0%
|
|
33,448
|
|
13,018
|
FY2015 Q3
|
Red 20 - Minneapolis, MN
(4)
|
Multi-Family Residential and Commercial
|
130 units and 10,625 sq ft
|
0%
|
|
29,462
|
|
13,980
|
FY2015 Q3
|
Renaissance Heights I - Williston, ND
(5)
|
Multi-Family Residential
|
288 units
|
13.2%
|
|
62,362
|
|
39,017
|
FY2015 Q4
|
Chateau II - Minot, ND
(6)
|
Multi-Family Residential
|
72 units
|
0%
|
|
14,711
|
|
2,098
|
FY2015 Q4
|
Cardinal Point - Grand Forks, ND
|
Multi-Family Residential
|
251 units
|
0%
|
|
40,042
|
|
6,829
|
FY2016 Q1
|
Other
|
n/a
|
n/a
|
n/a
|
|
n/a
|
|
2,496
|
n/a
|
|
|
|
|
$
|
234,990
|
$
|
116,096
|
|
(1)
|
Includes costs related to development projects that are placed in service in phases (Renaissance Heights I - $11.5 million).
|
(2)
|
The Company is an approximately 51% partner in the joint venture entity constructing this project; the anticipated total cost amount given is the total cost to the joint venture entity.
|
(3)
|
The Company is an approximately 86.1% partner in the joint venture entity constructing this project; the anticipated total cost amount given is the total cost to the joint venture entity.
|
(4)
|
The Company is an approximately 58.6% partner in the joint venture entity constructing this project; the anticipated total cost amount given is the total cost to the joint venture entity.
|
(5)
|
The Company is an approximately 70% partner in the joint venture entity constructing this project; the anticipated total cost amount given is the total cost to the joint venture entity.
|
(6)
|
On December 5, 2013, this development project was destroyed by fire. See Note 2 of the Notes to Condensed Consolidated Financial Statements in this report for additional information.
|
|
|
|
|
(in thousands)
|
|
|
|
||||
Project Name and Location
|
Segment
|
Square Feet
or Number of Units
|
Percentage
Leased
or Committed
|
Anticipated
Total
Project
Cost
(1)
|
Costs as of April 30, 2013
(1)
|
Cost per
Square Foot
or Unit
(1)
|
Date Placed in Service
|
Anticipated Same-Store Date
|
|||
First Avenue - Minot, ND
|
Multi-Family Residential
|
20 units
|
100%
|
$
|
3,000
|
$
|
2,900
|
$
|
150,000
|
FY2013 Q4
|
FY2015 Q1
|
Quarry Ridge II - Rochester, MN
|
Multi-Family Residential
|
159 units
|
98.7%
|
|
16,600
|
|
16,600
|
|
104,403
|
FY2013 Q1
|
FY2015 Q1
|
Williston Garden - Williston, ND
(2)
|
Multi-Family Residential
|
144 units
|
99.3%
|
|
19,100
|
|
19,100
|
|
132,639
|
FY2013 Q1
|
FY2015 Q1
|
Jamestown Medical Office Building - Jamestown, ND
(3)
|
Commercial Healthcare
|
45,222 sq ft
|
80.5%
|
|
7,600
|
|
7,600
|
|
168
|
FY2013 Q3
|
FY2015 Q1
|
Spring Wind Expansion - Laramie, WY
|
Commercial Healthcare
|
26,662 sq ft expansion
|
100%
|
|
3,500
|
|
3,500
|
|
131
|
FY2013 Q3
|
n/a
|
Minot IPS - Minot, ND
|
Commercial Industrial
|
27,698 sq ft
|
100%
|
|
6,400
|
|
5,900
|
|
231
|
FY2013 Q3
|
FY2015 Q1
|
Arrowhead First International Bank - Minot, ND
|
Commercial Retail
|
3,700 sq ft
|
100%
|
|
1,700
|
|
1,600
|
|
459
|
FY2013 Q4
|
FY2015 Q1
|
|
|
|
|
$
|
57,900
|
$
|
57,200
|
|
|
|
|
(1)
|
Excludes tenant improvements and leasing commissions.
|
(2)
|
The project is owned by a joint venture in which the Company has an approximately 60% interest
|
(3)
|
The project is owned by a joint venture in which the Company has an approximately 51% interest.
|
|
|
|
|
(in thousands)
|
|
|||
Project Name and Location
|
Planned Segment
|
Square Feet
or Number of Units
|
Percentage
Leased
or Committed
|
Anticipated
Total Cost
|
Costs as of
April 30, 2013
|
Anticipated Construction Completion
|
||
River Ridge - Bismarck, ND
|
Multi-Family Residential
|
146 units
|
16.4%
|
$
|
25,800
|
$
|
13,200
|
FY2014 Q2
|
Cypress Court Apartment Development - St. Cloud, MN
(1)
|
Multi-Family Residential
|
132 units
|
20.0%
|
|
14,300
|
|
6,500
|
FY2014 Q2
|
Landing at Southgate - Minot, ND
(2)
|
Multi-Family Residential
|
108 units
|
12.0%
|
|
15,000
|
|
7,400
|
FY2014 Q2
|
Commons at Southgate - Minot, ND
(2)
|
Multi-Family Residential
|
233 units
|
0%
|
|
37,200
|
|
6,500
|
FY2015 Q1
|
Renaissance Heights I - Williston, ND
(3)
|
Multi-Family Residential
|
288 units
|
0%
|
|
62,200
|
|
10,100
|
FY2015 Q2
|
Arcata - Golden Valley, MN
|
Multi-Family Residential
|
165 units
|
0%
|
|
33,400
|
|
2,700
|
FY2015 Q3
|
Other
|
n/a
|
n/a
|
n/a
|
|
n/a
|
|
400
|
n/a
|
|
|
|
|
$
|
187,900
|
$
|
46,800
|
|
(1)
|
The Company is an approximately 86.1% partner in the joint venture entity constructing this project; the anticipated total cost amount given is the total cost to the joint venture entity.
|
(2)
|
The Company is an approximately 51% partner in the joint venture entity constructing this project; the anticipated total cost amount given is the total cost to the joint venture entity.
|
(3)
|
The Company is an approximately 70% partner in the joint venture entity constructing this project; the anticipated total cost amount given is the total cost to the joint venture entity.
|
|
(in thousands, except per share and unit amounts)
|
|||||||||||||||||
Fiscal Years Ended April 30,
|
2014
|
2013
|
2012
|
|||||||||||||||
|
Amount
|
Weighted Avg
Shares and Units (2) |
Per
Share and Unit (3) |
Amount
|
Weighted Avg
Shares and Units (2) |
Per
Share and Unit (3) |
Amount
|
Weighted Avg
Shares and Units (2) |
Per
Share and Unit (3) |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Investors Real Estate Trust
|
$
|
(13,174)
|
|
|
$
|
|
$
|
25,530
|
|
|
$
|
|
$
|
8,212
|
|
|
$
|
|
Less dividends to preferred shareholders
|
|
(11,514)
|
|
|
|
|
|
(9,229)
|
|
|
|
|
|
(2,372)
|
|
|
|
|
Net (loss) income available to common shareholders
|
|
(24,688)
|
|
105,331
|
|
(0.23)
|
|
16,301
|
|
93,344
|
|
0.17
|
|
5,840
|
|
83,557
|
|
0.07
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests – Operating Partnership
|
|
(4,676)
|
|
21,697
|
|
|
|
3,633
|
|
21,191
|
|
|
|
1,359
|
|
19,875
|
|
|
Depreciation and amortization
(1)
|
|
71,830
|
|
|
|
|
|
65,542
|
|
|
|
|
|
60,057
|
|
|
|
|
Impairment of real estate
|
|
44,426
|
|
|
|
|
|
305
|
|
|
|
|
|
428
|
|
|
|
|
Gains on depreciable property sales
|
|
(6,948)
|
|
|
|
|
|
(6,885)
|
|
|
|
|
|
(349)
|
|
|
|
|
Funds from operations applicable to common shares and Units
|
$
|
79,944
|
|
127,028
|
$
|
0.63
|
$
|
78,896
|
|
114,535
|
$
|
0.69
|
$
|
67,335
|
|
103,432
|
$
|
0.65
|
(1) | Real estate depreciation and amortization consists of the sum of depreciation/amortization related to real estate investments and amortization related to non-real estate investments from the Consolidated Statements of Operations, totaling $70,918, $62,333 and $56,650 and depreciation/amortization from Discontinued Operations of $1,010, $3,416 and $3,674, less corporate-related depreciation and amortization on office equipment and other assets of $98, $207 and $267 for the fiscal year ended April 30, 2014, 2013 and 2012. |
(2) | UPREIT Units of the Operating Partnership are exchangeable for common shares of beneficial interest on a one-for-one basis. |
(3) | Net income is calculated on a per share basis. FFO is calculated on a per share and unit basis. |
|
Fiscal Years
|
|||||
Quarters
|
2014
|
2013
|
2012
|
|||
First
|
$
|
.1300
|
$
|
.1300
|
$
|
.1715
|
Second
|
|
.1300
|
|
.1300
|
|
.1300
|
Third
|
|
.1300
|
|
.1300
|
|
.1300
|
Fourth
|
|
.1300
|
|
.1300
|
|
.1300
|
|
$
|
.5200
|
$
|
.5200
|
$
|
.5615
|
(1) | The future interest payments on the Company's line of credit were estimated using the outstanding principal balance and interest rate in effect as of April 30, 2014. |
Class of shares/units
|
Quarterly Amount
per Share or Unit
|
|
Record Date
|
|
Payment Date
|
Common shares and limited partnership units
|
$0.1300
|
|
June 16, 2014
|
|
July 1, 2014
|
Preferred shares:
|
|
|
|
|
|
Series A
|
$0.5156
|
|
June 16, 2014
|
|
June 30, 2014
|
Series B
|
$0.4968
|
|
June 16, 2014
|
|
June 30, 2014
|
·
|
On May 22, 2014, an approximately 35-acre parcel of vacant land in Bismarck, North Dakota, for a purchase price of $4.3 million, paid in cash;
|
·
|
On June 2, 2014, 152-unit and 52-unit multi-family residential properties in Rapid City, South Dakota, for a purchase price totaling $18.3 million, of which approximately $12.2 million consisted of the assumption of existing debt, with the remainder paid in cash; and
|
·
|
On June 5, 2014, an approximately 10.5-acre parcel of vacant land in Brooklyn Park, Minnesota, for a purchase price of $2.6 million, paid in cash.
|
|
Future Principal Payments
(in thousands, except percentages)
|
|||||||||||||||
Long Term Debt
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Fixed Rate
|
$
|
80,020
|
$
|
92,765
|
$
|
192,762
|
$
|
91,525
|
$
|
131,922
|
$
|
388,230
|
$
|
977,224
|
$
|
1,109,797
|
Average Fixed Interest Rate
|
|
5.29%
|
|
5.16%
|
|
4.75%
|
|
5.10%
|
|
4.93%
|
|
|
|
|
|
|
Variable Rate
|
$
|
120
|
$
|
123
|
$
|
15,128
|
$
|
132
|
$
|
4,962
|
$
|
0
|
$
|
20,465
|
$
|
20,465
|
Average Variable Interest Rate
|
|
2.75%
|
|
2.76%
|
|
2.91%
|
|
3.25%
|
|
3.58%
|
|
|
|
|
|
|
|
$
|
997,689
|
$
|
1,130,262
|
|
Future Interest Payments
(in thousands)
|
|||||||||||||
Long Term Debt
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
Fixed Rate
|
$
|
51,726
|
$
|
46,320
|
$
|
38,241
|
$
|
31,220
|
$
|
25,660
|
$
|
46,450
|
$
|
239,617
|
Variable Rate
|
|
563
|
|
561
|
|
537
|
|
166
|
|
148
|
|
0
|
|
1,975
|
|
$
|
241,592
|
Equity Compensation Plan Information
|
|||
Plan category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected
in column (a))
(c)
|
Equity compensation plans approved by security holders
(1)
|
0
|
0
|
1,834,147
(2)
|
Equity compensation plans not approved by security holders
|
0
|
0
|
0
|
Total
|
0
|
0
|
1,834,147
|
(1)
|
The 2008 Incentive Award Plan of Investors Real Estate Trust and IRET Properties approved by shareholders on September 16, 2008.
|
(2)
|
All of the shares available for future issuance under the 2008 Incentive Award Plan approved by shareholders may be issued as restricted shares, performance awards or stock payment awards.
|
(a) | The following documents are filed as part of this report : |
(b) | The following is a list of Exhibits to this Annual Report on Form 10-K. We will furnish a printed copy of any exhibit listed below to any security holder who requests it upon payment of a fee of 15 cents per page. All Exhibits are either contained in this Annual Report on Form 10-K or are incorporated by reference as indicated below. |
3.1 | Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust , as amended, filed herewith. |
3.2 | Third Restated Trustees' Regulations (Bylaws), dated May 16, 2007, as amended June 26, 2013, and incorporated herein by reference to the Company's Current Report on Form 8-K , filed with the SEC on July 2, 2013. |
3.3 | Agreement of Limited Partnership of IRET Properties, A North Dakota Limited Partnership, dated January 31, 1997, filed as Exhibit 3(ii) to the Registration Statement on Form S-11, effective March 14, 1997 (SEC File No. 333-21945) filed for the Registrant on February 18, 1997 (File No. 0-14851), and incorporated herein by reference. |
4.1 | Loan Agreement dated August 12, 2010 by and among IRET Properties, as borrower, the financial institutions party thereto as lenders, and First International Bank & Trust as lender and lead bank, incorporated herein by reference to the Company's Current Report on Form 8-K, filed with the SEC on August 18, 2010. |
4.2 | Third Amendment to Loan Agreement dated June 15, 2012 by and between IRET Properties, as borrower, and First International Bank & Trust, as lender, incorporated herein by reference to the Company's Current Report on Form 8-K, filed with the SEC on June 22, 2012. |
4.3 | Fifth Amendment to Loan Agreement dated August 9, 2013 by and between IRET Properties, as borrower, and First International Bank & Trust, as lender, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed August 14, 2013, and incorporated herein by reference. |
4.4 | Amended and Restated Loan Agreement dated November 20, 2013 by and between IRET Properties, as borrower, and First International Bank & Trust, as lender, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 25, 2013, and incorporated herein by reference. |
10.1 | Member Control and Operating Agreement dated September 30, 2002, filed as Exhibit 10 to the Company's Form 8-K filed October 15, 2003, and incorporated herein by reference. |
10.2 | Letter Agreement dated January 31, 2003, filed as Exhibit 10(i) to the Company's Form 8-K filed February 27, 2003, and incorporated herein by reference. |
10.3 | Option Agreement dated January 31, 2003, filed as Exhibit 10(ii) to the Company's Form 8-K filed February 27, 2003, and incorporated herein by reference. |
10.4 | Financial Statements of T.F. James Company filed as Exhibit 10 to the Company's Form 8-K filed January 31, 2003, and incorporated herein by reference. |
10.5 | Agreement for Purchase and Sale of Property dated February 13, 2004, by and between IRET Properties and the Sellers specified therein, filed as Exhibit 10.5 to the Company's Form 10-K filed July 20, 2004, and incorporated herein by reference. |
10.6 | Contribution Agreement, filed as Exhibit 10.1 to the Company's Form 8-K filed May 17, 2006, and incorporated herein by reference. |
10.7 | Loan and Security Agreement, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 18, 2006, and incorporated herein by reference. |
10.8* | Short-Term Incentive Program, filed as Exhibit 10.1 to the Company's Form 8-K filed June 4, 2012 and incorporated herein by reference. |
10.9* | Long-Term Incentive Program, filed as Exhibit 10.2 to the Company's Form 8-K filed June 4, 2012 and incorporated herein by reference. |
10.10 | Construction and Term Loan Agreement, filed as Exhibit 10.1 to the Company's Form 8-K filed March 21, 2013 and incorporated herein by reference. |
12.1 | Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Share Dividends, filed herewith. |
21.1 | Subsidiaries of Investors Real Estate Trust, filed herewith. |
23.1 | Consent of Independent Registered Public Accounting Firm, filed herewith. |
23.2 | Consent of Independent Registered Public Accounting Firm, filed herewith. |
31.1 | Section 302 Certification of President and Chief Executive Officer, filed herewith. |
31.2 | Section 302 Certification of Executive Vice President and Chief Financial Officer, filed herewith. |
32.1 | Section 906 Certification of the President and Chief Executive Officer, filed herewith. |
32.2 | Section 906 Certification of the Executive Vice President and Chief Financial Officer, filed herewith. |
101 | The following materials from our Annual Report on Form 10-K for the year ended April 30, 2014 formatted in eXtensible Business Reporting Language ("XBRL"): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) notes to these consolidated financial statements. (1) |
* | Indicates management compensatory plan, contract or arrangement. |
(1) | Users of this data are advised pursuant to Rule 406T of Regulation S-T that these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, are deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under these sections. |
Date: June 30, 2014
|
Investors Real Estate Trust
|
|
|
|
|
|
By:
|
/s/ Timothy P. Mihalick
|
|
|
Timothy P. Mihalick
|
|
|
President & Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jeffrey L. Miller
|
|
|
|
|
Jeffrey L. Miller
|
|
Trustee & Chairman
|
|
June 25, 2014
|
|
|
|
|
|
/s/ John D. Stewart
|
|
|
|
|
John D. Stewart
|
|
Trustee & Vice Chairman
|
|
June 25, 2014
|
|
|
|
|
|
/s/ Timothy P. Mihalick
|
|
|
|
|
Timothy P. Mihalick
|
|
President & Chief Executive Officer
(Principal Executive Officer); Trustee
|
|
June 25, 2014
|
|
|
|
|
|
/s/ Thomas A. Wentz, Jr.
|
|
|
|
|
Thomas A. Wentz, Jr.
|
|
Trustee, Executive Vice President & Chief Operating Officer
|
|
June 25, 2014
|
|
|
|
|
|
/s/ Diane K. Bryantt
|
|
|
|
|
Diane K. Bryantt
|
|
Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
June 25, 2014
|
|
|
|
|
|
/s/ Linda J. Hall
|
|
|
|
|
Linda J. Hall
|
|
Trustee
|
|
June 25, 2014
|
|
|
|
|
|
/s/ Terrance P. Maxwell
|
|
|
|
|
Terrance P. Maxwell
|
|
Trustee
|
|
June 25, 2014
|
|
|
|
|
|
/s/ Stephen L. Stenehjem
|
|
|
|
|
Stephen L. Stenehjem
|
|
Trustee
|
|
June 25, 2014
|
|
|
|
|
|
/s/ Jeffrey K. Woodbury
|
|
|
|
|
Jeffrey K. Woodbury
|
|
Trustee
|
|
June 25, 2014
|
|
PAGE
|
F-2
|
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-8 – F-9
|
|
F-10 – F-41
|
|
ADDITIONAL INFORMATION
|
|
F-39 – F54
|
|
(in thousands)
|
|||
|
April 30, 2014
|
April 30, 2013
|
||
|
|
(as revised)
|
||
ASSETS
|
|
|
|
|
Real estate investments
|
|
|
|
|
Property owned
|
$
|
1,996,031
|
$
|
2,032,970
|
Less accumulated depreciation
|
|
(424,288)
|
|
(420,421)
|
|
|
1,571,743
|
|
1,612,549
|
Development in progress
|
|
104,609
|
|
46,782
|
Unimproved land
|
|
22,864
|
|
21,503
|
Total real estate investments
|
|
1,699,216
|
|
1,680,834
|
Real estate held for sale
|
|
2,951
|
|
0
|
Cash and cash equivalents
|
|
47,267
|
|
94,133
|
Other investments
|
|
329
|
|
639
|
Receivable arising from straight-lining of rents,
net of allowance of $796 and $830, respectively
|
|
27,096
|
|
26,354
|
Accounts receivable,
net of allowance of $248 and $563, respectively
|
|
10,206
|
|
4,534
|
Real estate deposits
|
|
145
|
|
196
|
Prepaid and other assets
|
|
4,639
|
|
5,124
|
Intangible assets,
net of accumulated amortization of $24,071 and $27,708, respectively
|
|
32,639
|
|
40,457
|
Tax, insurance, and other escrow
|
|
20,880
|
|
12,569
|
Property and equipment,
net of accumulated depreciation of $2,041 and $1,673, respectively
|
|
1,681
|
|
1,221
|
Goodwill
|
|
1,100
|
|
1,106
|
Deferred charges and leasing costs,
net of accumulated amortization of $21,068 and $18,714, respectively
|
|
21,072
|
|
22,387
|
TOTAL ASSETS
|
$
|
1,869,221
|
$
|
1,889,554
|
LIABILITIES AND EQUITY
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Accounts payable and accrued expenses
|
$
|
59,105
|
$
|
50,797
|
Revolving line of credit
|
|
22,500
|
|
10,000
|
Mortgages payable
|
|
997,689
|
|
1,049,206
|
Other
|
|
63,178
|
|
18,170
|
TOTAL LIABILITIES
|
|
1,142,472
|
|
1,128,173
|
COMMITMENTS AND CONTINGENCIES (NOTE 15)
|
|
|
|
|
REDEEMABLE NONCONTROLLING INTERESTS – CONSOLIDATED REAL ESTATE ENTITIES
|
|
6,203
|
|
5,937
|
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 April 30, 2014 and April 30, 2013, 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 April 30, 2014 and April 30, 2013, aggregate liquidation preference of $115,000,000)
|
|
111,357
|
|
111,357
|
Common Shares of Beneficial Interest
(Unlimited authorization, no par value, 109,019,341 shares issued and outstanding at April 30, 2014, and 101,487,976 shares issued and outstanding at April 30, 2013)
|
|
843,268
|
|
784,454
|
Accumulated distributions in excess of net income
|
|
(389,758)
|
|
(310,341)
|
Total Investors Real Estate Trust shareholders' equity
|
|
592,184
|
|
612,787
|
Noncontrolling interests – Operating Partnership
(21,093,445 units at April 30, 2014 and 21,635,127 units at April 30, 2013)
|
|
105,724
|
|
122,539
|
Noncontrolling interests – consolidated real estate entities
|
|
22,638
|
|
20,118
|
Total equity
|
|
720,546
|
|
755,444
|
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
$
|
1,869,221
|
$
|
1,889,554
|
|
(
in thousands, except per share data)
|
|||||
|
2014
|
2013
|
2012
|
|||
REVENUE
|
|
|
|
|
|
|
Real estate rentals
|
$
|
219,921
|
$
|
204,719
|
$
|
188,299
|
Tenant reimbursement
|
|
45,561
|
|
43,339
|
|
40,372
|
TOTAL REVENUE
|
|
265,482
|
|
248,058
|
|
228,671
|
EXPENSES
|
|
|
|
|
|
|
Depreciation/amortization related to real estate investments
|
|
67,592
|
|
59,306
|
|
53,690
|
Utilities
|
|
21,864
|
|
18,792
|
|
17,106
|
Maintenance
|
|
31,158
|
|
28,340
|
|
25,530
|
Real estate taxes
|
|
32,982
|
|
32,182
|
|
29,349
|
Insurance
|
|
5,165
|
|
3,734
|
|
3,343
|
Property management expenses
|
|
16,961
|
|
15,003
|
|
18,164
|
Other property expenses
|
|
357
|
|
1,008
|
|
(142)
|
Administrative expenses
|
|
9,938
|
|
7,904
|
|
6,694
|
Advisory and trustee services
|
|
805
|
|
590
|
|
687
|
Other expenses
|
|
2,132
|
|
2,173
|
|
1,898
|
Amortization related to non-real estate investments
|
|
3,326
|
|
3,027
|
|
2,960
|
Impairment of real estate investments
|
|
42,566
|
|
0
|
|
0
|
TOTAL EXPENSES
|
|
234,846
|
|
172,059
|
|
159,279
|
Gain on involuntary conversion
|
|
2,480
|
|
5,084
|
|
274
|
Operating income
|
|
33,116
|
|
81,083
|
|
69,666
|
Interest expense
|
|
(59,142)
|
|
(61,154)
|
|
(61,801)
|
Interest income
|
|
1,908
|
|
222
|
|
148
|
Other income
|
|
779
|
|
526
|
|
631
|
(Loss) income before loss on sale of real estate and other investments and income from discontinued operations
|
|
(23,339)
|
|
20,677
|
|
8,644
|
Loss on sale of real estate and other investments
|
|
(51)
|
|
0
|
|
0
|
(Loss) income from continuing operations
|
|
(23,390)
|
|
20,677
|
|
8,644
|
Income from discontinued operations
|
|
6,450
|
|
9,295
|
|
1,062
|
NET (LOSS) INCOME
|
|
(16,940)
|
|
29,972
|
|
9,706
|
Net loss (income) attributable to noncontrolling interests – Operating Partnership
|
|
4,676
|
|
(3,633)
|
|
(1,359)
|
Net income attributable to noncontrolling interests – consolidated real estate entities
|
|
(910)
|
|
(809)
|
|
(135)
|
Net (loss) income attributable to Investors Real Estate Trust
|
|
(13,174)
|
|
25,530
|
|
8,212
|
Dividends to preferred shareholders
|
|
(11,514)
|
|
(9,229)
|
|
(2,372)
|
NET (LOSS) INCOME AVAILABLE TO COMMON SHAREHOLDERS
|
$
|
(24,688)
|
$
|
16,301
|
$
|
5,840
|
(Loss) earnings per common share from continuing operations – Investors Real Estate Trust – basic and diluted
|
$
|
(.28)
|
$
|
.09
|
$
|
.06
|
Earnings per common share from discontinued operations – Investors Real Estate Trust – basic and diluted
|
|
.05
|
|
.08
|
|
.01
|
NET (LOSS) INCOME PER COMMON SHARE – BASIC & DILUTED
|
$
|
(.23)
|
$
|
.17
|
$
|
.07
|
|
(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 |
||||||
(as revised)
|
(as revised)
|
||||||||||||
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
|
|
|
|
|
|
|
|
|
8,212
|
|
1,482
|
|
9,694
|
Distributions - common shares and units
|
|
|
|
|
|
|
|
|
(46,654)
|
|
(11,102)
|
|
(57,756)
|
Distributions - preferred shares
|
|
|
|
|
|
|
|
|
(2,372)
|
|
|
|
(2,372)
|
Distribution reinvestment and share purchase plan
|
|
|
|
|
4,796
|
|
34,345
|
|
|
|
|
|
34,345
|
Shares issued
|
|
|
|
|
3,398
|
|
24,870
|
|
|
|
|
|
24,870
|
Partnership units issued
|
|
|
|
|
|
|
|
|
|
|
8,055
|
|
8,055
|
Redemption of units for common shares
|
|
|
|
|
759
|
|
3,454
|
|
|
|
(3,454)
|
|
0
|
Other
|
|
|
|
|
(2)
|
|
(556)
|
|
|
|
4,693
|
|
4,137
|
BALANCE APRIL 30, 2012
|
1,150
|
$
|
27,317
|
|
89,474
|
$
|
684,049
|
$
|
(278,377)
|
$
|
132,274
|
$
|
565,263
|
Net income attributable to Investors Real Estate Trust and nonredeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
25,530
|
|
4,437
|
|
29,967
|
Distributions - common shares and units
|
|
|
|
|
|
|
|
|
(48,265)
|
|
(10,985)
|
|
(59,250)
|
Distributions – Series A preferred shares
|
|
|
|
|
|
|
|
|
(2,372)
|
|
|
|
(2,372)
|
Distributions – Series B preferred shares
|
|
|
|
|
|
|
|
|
(6,857)
|
|
|
|
(6,857)
|
Distribution reinvestment and share purchase plan
|
|
|
|
|
5,290
|
|
43,123
|
|
|
|
|
|
43,123
|
Shares issued
|
|
|
|
|
6,409
|
|
55,846
|
|
|
|
|
|
55,846
|
Series B preferred shares issued
|
4,600
|
|
111,357
|
|
|
|
|
|
|
|
|
|
111,357
|
Partnership units issued
|
|
|
|
|
|
|
|
|
|
|
12,632
|
|
12,632
|
Redemption of units for common shares
|
|
|
|
|
317
|
|
1,551
|
|
|
|
(1,551)
|
|
0
|
Contributions from nonredeemable noncontrolling interests – consolidated real estate entities
|
|
|
|
|
|
|
|
|
|
|
6,483
|
|
6,483
|
Other
|
|
|
|
|
(2)
|
|
(115)
|
|
|
|
(633)
|
|
(748)
|
BALANCE APRIL 30, 2013
|
5,750
|
$
|
138,674
|
|
101,488
|
$
|
784,454
|
$
|
(310,341)
|
$
|
142,657
|
$
|
755,444
|
Net income attributable to Investors Real Estate Trust and nonredeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
(13,174)
|
|
(4,033)
|
|
(17,207)
|
Distributions - common shares and units
|
|
|
|
|
|
|
|
|
(54,729)
|
|
(11,283)
|
|
(66,012)
|
Distributions – Series A preferred shares
|
|
|
|
|
|
|
|
|
(2,372)
|
|
|
|
(2,372)
|
Distributions – Series B preferred shares
|
|
|
|
|
|
|
|
|
(9,142)
|
|
|
|
(9,142)
|
Distribution reinvestment and share purchase plan
|
|
|
|
|
6,615
|
|
55,793
|
|
|
|
|
|
55,793
|
Shares issued
|
|
|
|
|
13
|
|
112
|
|
|
|
|
|
112
|
Partnership units issued
|
|
|
|
|
|
|
|
|
|
|
3,480
|
|
3,480
|
Redemption of units for common shares
|
|
|
|
|
903
|
|
4,353
|
|
|
|
(4,353)
|
|
0
|
Contributions from nonredeemable noncontrolling interests – consolidated real estate entities
|
|
|
|
|
|
|
|
|
|
|
3,895
|
|
3,895
|
Other
|
|
|
|
|
|
|
(1,444)
|
|
|
|
(2,001)
|
|
(3,445)
|
BALANCE APRIL 30, 2014
|
5,750
|
$
|
138,674
|
|
109,019
|
$
|
843,268
|
$
|
(389,758)
|
$
|
128,362
|
$
|
720,546
|
|
(in thousands)
|
|||||
|
2014
|
2013
|
2012
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net (loss) income
|
$
|
(16,940)
|
$
|
29,972
|
$
|
9,706
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
Depreciation and amortization
|
|
73,723
|
|
67,559
|
|
61,954
|
Gain on sale of real estate, land, other investments and discontinued operations
|
|
(6,948)
|
|
(6,885)
|
|
(349)
|
Gain on involuntary conversion
|
|
(2,480)
|
|
(5,084)
|
|
(274)
|
Impairment of real estate investments
|
|
44,426
|
|
305
|
|
428
|
Bad debt expense
|
|
434
|
|
665
|
|
298
|
Changes in other assets and liabilities:
|
|
|
|
|
|
|
Increase in receivable arising from straight-lining of rents
|
|
(2,293)
|
|
(2,733)
|
|
(4,831)
|
Decrease in accounts receivable
|
|
1,880
|
|
689
|
|
1,542
|
Increase in prepaid and other assets
|
|
(555)
|
|
(693)
|
|
(1,361)
|
Increase in tax, insurance and other escrow
|
|
(1,046)
|
|
(325)
|
|
(353)
|
Increase in deferred charges and leasing costs
|
|
(4,708)
|
|
(5,946)
|
|
(6,145)
|
Increase in accounts payable, accrued expenses and other liabilities
|
|
7,021
|
|
194
|
|
4,522
|
Net cash provided by operating activities
|
|
92,514
|
|
77,718
|
|
65,137
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
Proceeds from real estate deposits
|
|
991
|
|
2,037
|
|
2,254
|
Payments for real estate deposits
|
|
(940)
|
|
(1,970)
|
|
(2,188)
|
Principal proceeds on mortgage loans receivable
|
|
0
|
|
0
|
|
159
|
Decrease in other investments
|
|
314
|
|
0
|
|
0
|
Decrease in lender holdbacks for improvements
|
|
3,780
|
|
1,891
|
|
5,681
|
Increase in lender holdbacks for improvements
|
|
(11,045)
|
|
(2,466)
|
|
(1,730)
|
Proceeds from sale of discontinued operations
|
|
78,879
|
|
20,009
|
|
3,142
|
Proceeds from sale of real estate and other investments
|
|
682
|
|
95
|
|
430
|
Insurance proceeds received
|
|
2,491
|
|
6,211
|
|
5,758
|
Payments for acquisitions of real estate assets
|
|
(38,283)
|
|
(76,020)
|
|
(61,661)
|
Payments for development and re-development of real estate assets
|
|
(123,744)
|
|
(57,649)
|
|
(37,777)
|
Payments for improvements of real estate assets
|
|
(34,959)
|
|
(26,280)
|
|
(42,333)
|
Net cash used by investing activities
|
|
(121,834)
|
|
(134,142)
|
|
(128,265)
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
Proceeds from mortgages payable
|
|
50,333
|
|
85,230
|
|
117,595
|
Principal payments on mortgages payable
|
|
(101,867)
|
|
(104,976)
|
|
(77,089)
|
Proceeds from revolving lines of credit and other debt
|
|
67,699
|
|
44,262
|
|
31,925
|
Principal payments on revolving lines of credit and other debt
|
|
(17,443)
|
|
(55,411)
|
|
(10,060)
|
Proceeds from financing liability
|
|
7,900
|
|
0
|
|
0
|
Proceeds from sale of common shares, net of issue costs
|
|
0
|
|
55,433
|
|
24,413
|
Proceeds from sale of common shares under distribution reinvestment and share purchase program
|
|
41,194
|
|
30,707
|
|
23,511
|
Proceeds from underwritten Public Offering of Preferred Shares – Series B, net of offering costs
|
|
0
|
|
111,357
|
|
0
|
Proceeds from noncontrolling partner – consolidated real estate entities
|
|
994
|
|
0
|
|
2,854
|
Payments for acquisition of noncontrolling interests – consolidated real estate entities
|
|
(2,505)
|
|
0
|
|
(1,289)
|
Distributions paid to common shareholders, net of reinvestment of $13,965, $11,802 and $10,177, respectively
|
|
(40,764)
|
|
(36,463)
|
|
(36,477)
|
Distributions paid to preferred shareholders
|
|
(11,514)
|
|
(8,467)
|
|
(2,372)
|
Distributions paid to noncontrolling interests – Unitholders of the Operating Partnership,
net reinvestment of $634, $614 and $657, respectively
|
|
(10,649)
|
|
(10,371)
|
|
(10,445)
|
Distributions paid to noncontrolling interests – consolidated real estate entities
|
|
(924)
|
|
(733)
|
|
(613)
|
Distributions paid to redeemable noncontrolling interests-consolidated real estate entities
|
|
0
|
|
0
|
|
(27)
|
Net cash (used) provided by financing activities
|
|
(17,546)
|
|
110,568
|
|
61,926
|
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
(46,866)
|
|
54,144
|
|
(1,202)
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
94,133
|
|
39,989
|
|
41,191
|
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
47,267
|
$
|
94,133
|
$
|
39,989
|
|
(in thousands)
|
|||||
|
2014
|
2013
|
2012
|
|||
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
Distribution reinvestment plan
|
$
|
13,965
|
$
|
11,802
|
$
|
10,177
|
Operating partnership distribution reinvestment plan
|
|
634
|
|
614
|
|
657
|
Operating partnership units converted to shares
|
|
4,353
|
|
1,551
|
|
3,454
|
Shares issued under the Incentive Award Plan
|
|
112
|
|
398
|
|
443
|
Real estate assets acquired through the issuance of operating partnership units
|
|
3,480
|
|
12,632
|
|
8,055
|
Real estate assets acquired through assumption of indebtedness and accrued costs
|
|
0
|
|
12,500
|
|
7,190
|
Mortgages included in real estate dispositions
|
|
0
|
|
5,887
|
|
0
|
Increase (decrease) to accounts payable included within real estate investments
|
|
1,767
|
|
2,502
|
|
(5,445)
|
Real estate assets contributed by noncontrolling interests – consolidated real estate entities
|
|
2,901
|
|
12,415
|
|
2,227
|
Fair value adjustments to redeemable noncontrolling interests
|
|
0
|
|
0
|
|
35
|
Involuntary conversion of assets due to flood and fire damage
|
|
7,052
|
|
107
|
|
2,783
|
Construction debt reclassified to mortgages payable
|
|
0
|
|
13,650
|
|
7,190
|
Forfeiture of note payable in conjunction with sale of property
|
|
600
|
|
0
|
|
0
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
Cash paid for interest,
net of amounts capitalized of $2,855, $742 and $571, respectively
|
$
|
54,071
|
$
|
60,357
|
$
|
63,653
|
|
(in thousands)
|
|||||
Year Ended April 30, 2013
|
As Previously Reported
|
Adjustment
|
As Revised
|
|||
Consolidated Statement of Equity
|
|
|
|
|
|
|
Noncontrolling Interests
|
|
|
|
|
|
|
Net income attributable to Investors Real Estate Trust and nonredeemable noncontrolling interests
|
$
|
4,442
|
$
|
(5)
|
$
|
4,437
|
Contributions from nonredeemable noncontrolling interests – consolidated real estate entities
|
|
12,415
|
|
(5,932)
|
|
6,483
|
Balance April 30, 2013
|
|
148,594
|
|
(5,937)
|
|
142,657
|
Total Equity
|
|
|
|
|
|
|
Net income attributable to Investors Real Estate Trust and nonredeemable noncontrolling interests
|
|
29,972
|
|
(5)
|
|
29,967
|
Contributions from nonredeemable noncontrolling interests – consolidated real estate entities
|
|
12,415
|
|
(5,932)
|
|
6,483
|
Balance April 30, 2013
|
|
761,381
|
|
(5,937)
|
|
755,444
|
|
(in thousands)
|
|||||
|
2014
|
2013
|
2012
|
|||
Balance at beginning of year
|
$
|
1,393
|
$
|
1,363
|
$
|
1,316
|
Provision
|
|
434
|
|
665
|
|
298
|
Write-off
|
|
(783)
|
|
(635)
|
|
(251)
|
Balance at close of year
|
$
|
1,044
|
$
|
1,393
|
$
|
1,363
|
|
(in thousands)
|
|||||
Year Ended April 30,
|
2014
|
2013
|
2012
|
|||
Gain on involuntary conversion
|
|
|
|
|
|
|
Flood
|
$
|
0
|
$
|
2,821
|
$
|
274
|
2012 Fire
|
|
2,480
|
|
2,263
|
|
0
|
Total gain on involuntary conversion
|
$
|
2,480
|
$
|
5,084
|
$
|
274
|
Year Ended April 30,
|
(in thousands)
|
|
2015
|
$
|
110,080
|
2016
|
|
101,673
|
2017
|
|
87,405
|
2018
|
|
73,163
|
2019
|
|
60,348
|
Thereafter
|
|
136,292
|
|
$
|
568,961
|
|
(in thousands)
|
|||
|
April 30, 2014
|
April 30, 2013
|
||
Identified intangible assets (included in intangible assets):
|
|
|
|
|
Gross carrying amount
|
$
|
56,710
|
$
|
68,165
|
Accumulated amortization
|
|
(24,071)
|
|
(27,708)
|
Net carrying amount
|
$
|
32,639
|
$
|
40,457
|
|
|
|
|
|
Identified intangible liabilities (included in other liabilities):
|
|
|
|
|
Gross carrying amount
|
$
|
173
|
$
|
391
|
Accumulated amortization
|
|
(127)
|
|
(296)
|
Net carrying amount
|
$
|
46
|
$
|
95
|
Year Ended April 30,
|
(in thousands)
|
|
2015
|
$
|
22
|
2016
|
|
19
|
2017
|
|
11
|
2018
|
|
(2)
|
2019
|
|
(3)
|
Year Ended April 30,
|
(in thousands)
|
|
2015
|
$
|
4,959
|
2016
|
|
4,567
|
2017
|
|
4,099
|
2018
|
|
3,667
|
2019
|
|
3,543
|
Year Ended April 30,
|
(in thousands)
|
|
2015
|
$
|
80,140
|
2016
|
|
92,888
|
2017
|
|
207,890
|
2018
|
|
91,657
|
2019
|
|
136,884
|
Thereafter
|
|
388,230
|
Total payments
|
$
|
997,689
|
(1)
|
Value of limited partnership units of the Operating Partnership at the acquisition date.
|
(2)
|
Consists of value of land contributed by the joint venture partner.
|
(3)
|
Land is owned by a joint venture in which the Company has an approximately 58.6% interest. The joint venture is consolidated in IRET's financial statements.
|
|
|
(in thousands)
|
|||||||||||||
|
|
Total
Acquisition
Cost
|
Form of Consideration
|
Investment Allocation
|
|||||||||||
Acquisitions
|
Date Acquired
|
Cash
|
Units
(1)
|
Other
(2)
|
Land
|
Building
|
Intangible
Assets
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Family Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
308 unit - Villa West - Topeka, KS
|
2012-05-08
|
$
|
17,650
|
$
|
5,150
|
$
|
0
|
$
|
12,500
|
$
|
1,590
|
$
|
15,760
|
$
|
300
|
232 unit - Colony - Lincoln, NE
|
2012-06-04
|
|
17,500
|
|
14,368
|
|
3,132
|
|
0
|
|
1,515
|
|
15,731
|
|
254
|
208 unit - Lakeside Village - Lincoln, NE
|
2012-06-04
|
|
17,250
|
|
13,954
|
|
3,296
|
|
0
|
|
1,215
|
|
15,837
|
|
198
|
58 unit - Ponds at Heritage Place - Sartell, MN
|
2012-10-10
|
|
5,020
|
|
3,332
|
|
1,688
|
|
0
|
|
395
|
|
4,564
|
|
61
|
336 unit - Whispering Ridge - Omaha, NE
|
2013-04-24
|
|
28,314
|
|
25,798
|
|
2,516
|
|
0
|
|
2,139
|
|
25,424
|
|
751
|
|
|
|
85,734
|
|
62,602
|
|
10,632
|
|
12,500
|
|
6,854
|
|
77,316
|
|
1,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unimproved Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
University Commons - Williston, ND
|
2012-08-01
|
|
823
|
|
823
|
|
0
|
|
0
|
|
823
|
|
0
|
|
0
|
Cypress Court - St. Cloud, MN
(3)
|
2012-08-10
|
|
447
|
|
447
|
|
0
|
|
0
|
|
447
|
|
0
|
|
0
|
Cypress Court Apartment Development - St. Cloud, MN
(3)
|
2012-08-10
|
|
1,136
|
|
0
|
|
0
|
|
1,136
|
|
1,136
|
|
0
|
|
0
|
Badger Hills - Rochester, MN
(4)
|
2012-12-14
|
|
1,050
|
|
1,050
|
|
0
|
|
0
|
|
1,050
|
|
0
|
|
0
|
Grand Forks - Grand Forks, ND
|
2012-12-31
|
|
4,278
|
|
2,278
|
|
2,000
|
|
0
|
|
4,278
|
|
0
|
|
0
|
Minot (Southgate Lot 4) - Minot, ND
|
2013-01-11
|
|
1,882
|
|
1,882
|
|
0
|
|
0
|
|
1,882
|
|
0
|
|
0
|
Commons at Southgate - Minot, ND
(5)
|
2013-01-22
|
|
3,691
|
|
0
|
|
0
|
|
3,691
|
|
3,691
|
|
0
|
|
0
|
Landing at Southgate - Minot, ND
(5)
|
2013-01-22
|
|
2,262
|
|
0
|
|
0
|
|
2,262
|
|
2,262
|
|
0
|
|
0
|
Grand Forks 2150 - Grand Forks, ND
|
2013-03-25
|
|
1,600
|
|
1,600
|
|
0
|
|
0
|
|
1,600
|
|
0
|
|
0
|
Bismarck 4916 - Bismarck, ND
|
2013-04-12
|
|
3,250
|
|
3,250
|
|
0
|
|
0
|
|
3,250
|
|
0
|
|
0
|
Arcata - Golden Valley, MN
|
2013-04-30
|
|
2,088
|
|
2,088
|
|
0
|
|
0
|
|
2,088
|
|
0
|
|
0
|
|
|
|
22,507
|
|
13,418
|
|
2,000
|
|
7,089
|
|
22,507
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Property Acquisitions
|
|
$
|
108,241
|
$
|
76,020
|
$
|
12,632
|
$
|
19,589
|
$
|
29,361
|
$
|
77,316
|
$
|
1,564
|
(1)
|
Value of limited partnership units of the Operating Partnership at the acquisition date.
|
(2)
|
Consists of assumed debt (Villa West - $12.5 million) and value of land contributed by the joint venture partner (Cypress Court - $1.1 million, Commons at Southgate - $3.7 million, Landing at Southgate - $2.3 million).
|
(3)
|
Land is owned by a joint venture in which the Company has an approximately 86.1% interest. The joint venture is consolidated in IRET's financial statements.
|
(4)
|
Acquisition of unimproved land consisted of two parcels acquired separately on December 14 and December 20, 2012, respectively.
|
(5)
|
Land is owned by a joint venture entity in which the Company has an approximately 51% interest. The joint venture is consolidated in IRET's financial statements.
|
|
(in thousands)
|
|||
|
April 30, 2014
|
April 30, 2013
|
||
Total revenue
|
$
|
1,897
|
$
|
6,497
|
Net income
|
$
|
(82)
|
$
|
(66)
|
|
|
(in thousands)
|
|||||
Development Projects Placed in Service
(1)
|
Date Placed in
Service
|
Land
|
Building
|
Development
Cost
|
|||
|
|
|
|
|
|
|
|
Multi-Family Residential
|
|
|
|
|
|
|
|
108 unit - Landing at Southgate - Minot, ND
(2)
|
2013-09-04
|
$
|
2,262
|
$
|
12,864
|
$
|
15,126
|
132 unit - Cypress Court - St. Cloud, MN
(3)
|
2013-11-01
|
|
1,136
|
|
12,428
|
|
13,564
|
146 unit - River Ridge - Bismarck, ND
(4)
|
2013-12-02
|
|
589
|
|
24,268
|
|
24,857
|
|
|
|
|
|
|
|
|
Total Development Projects Placed in Service
|
|
$
|
3,987
|
$
|
49,560
|
$
|
53,547
|
(1) | Development projects that are placed in service in phases are excluded from this table until the entire project has been placed in service. See Note 15 for additional information on the Renaissance Heights I project, which was partially placed in service during the three months ended April 30, 2014. |
(2)
|
Development property placed in service September 4, 2013. Costs paid in fiscal year 2013 totaled $6.3 million. Additional costs paid in fiscal year 2014 totaled $8.8 million, for a total project cost at April 20, 2014 of $15.1 million. The project is owned by a joint venture entity in which the Company has an approximately 51% interest.
|
(3) | Development property placed in service November 1, 2013. Costs paid in fiscal year 2013 totaled $5.8 million. Additional costs paid in fiscal year 2014 totaled $7.8 million, for a total project cost at April 30, 2014 of $13.6 million. The project is owned by a joint venture entity in which the Company has an approximately 86.1% interest. |
(4) | Development property placed in service December 2, 2013. Costs paid in fiscal year 2013 totaled $10.1 million, including the land acquired in fiscal year 2009. Additional costs paid in fiscal year 2014 totaled $14.8 million, for a total project cost at April 30, 2014 of $24.9 million. |
|
|
(in thousands)
|
|||||
Development Projects Placed in Service
|
Date Placed in Service
|
Land
|
Building
|
Development Cost
|
|||
|
|
|
|
|
|
|
|
Multi-Family Residential
|
|
|
|
|
|
|
|
159 unit - Quarry Ridge II - Rochester, MN
(1)
|
2012-06-29
|
$
|
942
|
$
|
16,636
|
$
|
17,578
|
73 unit - Williston Garden Buildings 3 and 4 - Williston, ND
(2)
|
2012-07-31
|
|
700
|
|
8,734
|
|
9,434
|
20 unit - First Avenue - Minot, ND
(3)
|
2013-04-15
|
|
0
|
|
2,677
|
|
2,677
|
|
|
|
1,642
|
|
28,047
|
|
29,689
|
Commercial Healthcare
|
|
|
|
|
|
|
|
26,662 sq ft Spring Wind Expansion - Laramie, WY
(4)
|
2012-11-16
|
|
0
|
|
3,485
|
|
3,485
|
45,222 sq ft Jamestown Medical Office Building - Jamestown, ND
(5)
|
2013-01-01
|
|
0
|
|
7,605
|
|
7,605
|
|
|
|
0
|
|
11,090
|
|
11,090
|
|
|
|
|
|
|
|
|
Commercial Industrial
|
|
|
|
|
|
|
|
27,698 sq ft Minot IPS - Minot, ND
(6)
|
2012-12-17
|
|
416
|
|
5,484
|
|
5,900
|
|
|
|
|
|
|
|
|
Commercial Retail
|
|
|
|
|
|
|
|
3,702 sq ft Arrowhead First International Bank - Minot, ND
(7)
|
2013-03-19
|
|
75
|
|
1,165
|
|
1,240
|
|
|
|
|
|
|
|
|
Total Development Projects Placed in Service
|
|
$
|
2,133
|
$
|
45,786
|
$
|
47,919
|
(1)
|
Development property placed in service June 29, 2012. Costs paid in fiscal years 2011 and 2012 totaled $13.0 million, including land acquired in fiscal year 2007. Additional costs paid in fiscal year 2013 totaled $4.6 million, for a total project cost at April 30, 2013 of $17.6 million.
|
(2)
|
Development property placed in service July 31, 2012. Buildings 1 and 2 were placed in service in fiscal year 2012. Costs paid in fiscal year 2012 for Buildings 3 and 4 totaled $2.4 million. Additional costs paid in fiscal year 2013 totaled $7.0 million, for a total project cost at April 30, 2013 of $9.4 million. The project is owned by a joint venture entity in which the Company has an approximately 60% interest.
|
(3)
|
Redevelopment property placed in service April 15, 2013. Costs paid in fiscal years 2011 and 2012 totaled approximately $321,000. Additional costs paid in fiscal year 2013 totaled $2.4 million, for a total project cost at April 30, 2013 of $2.7 million.
|
(4)
|
Expansion project placed in service November 16, 2012. Costs paid in fiscal year 2012 totaled $1.8 million. Additional costs paid in fiscal year 2013 totaled $1.7 million, for a total project cost at April 30, 2013 of $3.5 million.
|
(5)
|
Development property placed in service January 1, 2013. Costs paid in fiscal year 2012 totaled $1.0 million. Additional costs paid in fiscal year 2013 totaled $6.6 million, for a total project cost at April 30, 2013 of $7.6 million. The project is owned by a joint venture entity in which the Company has an approximately 51% interest.
|
(6)
|
Development property placed in service December 17, 2012. Costs paid in fiscal year 2012 totaled $1.8 million. Additional costs paid in fiscal year 2013 totaled $4.1 million, for a total project cost at April 30, 2013 of $5.9 million.
|
(7)
|
Development property placed in service March 19, 2013. Costs paid in fiscal year 2012 totaled approximately 75,000. Additional costs paid in fiscal year 2013 totaled $1.2 million, for a total project cost at April 30, 2013 of $1.2 million.
|
|
|
(in thousands)
|
|||||
Dispositions
|
Date
Disposed
|
Sales Price
|
Book Value
and Sales Cost
|
Gain/(Loss)
|
|||
|
|
|
|
|
|
|
|
Multi-Family Residential
|
|
|
|
|
|
|
|
84 unit - East Park - Sioux Falls, SD
|
2013-12-18
|
$
|
2,214
|
$
|
2,358
|
$
|
(144)
|
48 unit - Sycamore Village - Sioux Falls, SD
|
2013-12-18
|
|
1,296
|
|
1,380
|
|
(84)
|
|
|
|
3,510
|
|
3,738
|
|
(228)
|
|
|
|
|
|
|
|
|
Commercial Office
|
|
|
|
|
|
|
|
121,669 sq ft Bloomington Business Plaza - Bloomington, MN
|
2013-09-12
|
|
4,500
|
|
7,339
|
|
(2,839)
|
118,125 sq ft Nicollet VII - Burnsville, MN
|
2013-09-12
|
|
7,290
|
|
6,001
|
|
1,289
|
42,929 sq ft Pillsbury Business Center - Bloomington, MN
|
2013-09-12
|
|
1,160
|
|
1,164
|
|
(4)
|
|
|
|
12,950
|
|
14,504
|
|
(1,554)
|
|
|
|
|
|
|
|
|
Commercial Industrial
|
|
|
|
|
|
|
|
41,880 sq ft Bodycote Industrial Building- Eden Prairie, MN
|
2013-05-13
|
|
3,150
|
|
1,375
|
|
1,775
|
42,244 sq ft Fargo 1320 45
th
Street N - Fargo, ND
|
2013-05-13
|
|
4,700
|
|
4,100
|
|
600
|
49,620 sq ft Metal Improvement Company - New Brighton, MN
|
2013-05-13
|
|
2,350
|
|
1,949
|
|
401
|
172,057 sq ft Roseville 2929 Long Lake Road - Roseville, MN
|
2013-05-13
|
|
9,275
|
|
9,998
|
|
(723)
|
322,751 sq ft Brooklyn Park 7401 Boone Ave - Brooklyn Park, MN
|
2013-09-12
|
|
12,800
|
|
12,181
|
|
619
|
50,400 sq ft Cedar Lake Business Center - St. Louis Park, MN
|
2013-09-12
|
|
2,550
|
|
2,607
|
|
(57)
|
35,000 sq ft API Building - Duluth, MN
|
2013-09-24
|
|
2,553
|
|
1,488
|
|
1,065
|
59,292 sq ft Lighthouse - Duluth, MN
|
2013-10-08
|
|
1,825
|
|
1,547
|
|
278
|
606,006 sq ft Dixon Avenue Industrial Park - Des Moines, IA
|
2013-10-31
|
|
14,675
|
|
10,328
|
|
4,347
|
41,685 sq ft Winsted Industrial Building - Winsted, MN
|
2014-01-17
|
|
725
|
|
747
|
|
(22)
|
69,984 sq ft Minnetonka 13600 County Road 62 - Minnetonka, MN
|
2014-01-30
|
|
3,800
|
|
3,084
|
|
716
|
42,510 sq ft Clive 2075NW 94
th
Street - Clive, IA
|
2014-01-30
|
|
2,735
|
|
2,675
|
|
60
|
|
|
|
61,138
|
|
52,079
|
|
9,059
|
|
|
|
|
|
|
|
|
Commercial Retail
|
|
|
|
|
|
|
|
23,187 sq ft Eagan Community - Eagan, MN
|
2013-05-14
|
|
2,310
|
|
2,420
|
|
(110)
|
10,625 sq ft Anoka Strip Center- Anoka, MN
|
2013-12-23
|
|
325
|
|
347
|
|
(22)
|
8,400 sq ft Burnsville 2 Strip Center - Burnsville, MN
|
2014-01-08
|
|
650
|
|
796
|
|
(146)
|
|
|
|
3,285
|
|
3,563
|
|
(278)
|
|
|
|
|
|
|
|
|
Total Property Dispositions
|
|
$
|
80,883
|
$
|
73,884
|
$
|
6,999
|
|
|
(in thousands)
|
|||||
Dispositions
|
Date
Disposed
|
Sales Price
|
Book Value
and Sales Cost
|
Gain/(Loss)
|
|||
|
|
|
|
|
|
|
|
Multi-Family Residential
|
|
|
|
|
|
|
|
116 unit - Terrace on the Green - Fargo, ND
|
2012-09-27
|
$
|
3,450
|
$
|
1,248
|
$
|
2,202
|
85 unit - Prairiewood Meadows - Fargo, ND
|
2012-09-27
|
|
3,450
|
|
2,846
|
|
604
|
66 unit - Candlelight - Fargo, ND
|
2012-11-27
|
|
1,950
|
|
1,178
|
|
772
|
|
|
|
8,850
|
|
5,272
|
|
3,578
|
|
|
|
|
|
|
|
|
Commercial Retail
|
|
|
|
|
|
|
|
16,080 sq ft Kentwood Thomasville - Kentwood, MI
|
2012-06-20
|
|
625
|
|
692
|
|
(67)
|
|
|
|
|
|
|
|
|
Commercial Healthcare
|
|
|
|
|
|
|
|
47,950 sq ft Steven's Pointe -Steven's Point, WI
|
2013-04-25
|
|
16,100
|
|
12,667
|
|
3,433
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
Georgetown Square
Condominiums 5 and 6
|
2012-06-21
|
|
330
|
|
336
|
|
(6)
|
Georgetown Square
Condominiums 3 and 4
|
2012-08-02
|
|
368
|
|
421
|
|
(53)
|
|
|
|
698
|
|
757
|
|
(59)
|
|
|
|
|
|
|
|
|
Total Property Dispositions
|
|
$
|
26,273
|
$
|
19,388
|
$
|
6,885
|
|
(in thousands)
|
|||||||||||
Year Ended April 30, 2014
|
Multi-Family
Residential
|
Commercial
Office
|
Commercial
Healthcare
|
Commercial
Industrial
|
Commercial
Retail
|
Total
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate revenue
|
$
|
102,059
|
$
|
77,440
|
$
|
65,258
|
$
|
6,894
|
$
|
13,831
|
$
|
265,482
|
Real estate expenses
|
|
46,138
|
|
38,190
|
|
17,127
|
|
2,043
|
|
4,989
|
|
108,487
|
Gain on involuntary conversion
|
|
2,480
|
|
0
|
|
0
|
|
0
|
|
0
|
|
2,480
|
Net operating income
|
$
|
58,401
|
$
|
39,250
|
$
|
48,131
|
$
|
4,851
|
$
|
8,842
|
|
159,475
|
Depreciation/amortization
|
|
|
|
|
|
|
|
|
|
|
|
(70,918)
|
Administrative, advisory and trustee fees
|
|
|
|
|
|
|
|
|
|
(10,743)
|
||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
(2,132)
|
Impairment of real estate investments
|
|
|
|
|
|
|
|
|
|
|
|
(42,566)
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
(59,142)
|
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
2,687
|
Loss before loss on sale of real estate and other investments and income from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
(23,339)
|
Loss on sale of real estate and other investments
|
|
|
|
|
|
|
|
|
|
|
|
(51)
|
Loss from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
(23,390)
|
Income from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
6,450
|
Net loss
|
$
|
(16,940)
|
|
(in thousands)
|
|||||||||||
Year Ended April 30, 2013
|
Multi-Family
Residential
|
Commercial
Office
|
Commercial
Healthcare
|
Commercial
Industrial
|
Commercial
Retail
|
Total
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate revenue
|
$
|
89,923
|
$
|
75,962
|
$
|
61,975
|
$
|
6,700
|
$
|
13,498
|
$
|
248,058
|
Real estate expenses
|
|
38,223
|
|
37,267
|
|
16,779
|
|
1,871
|
|
4,919
|
|
99,059
|
Gain on involuntary conversion
|
|
3,852
|
|
0
|
|
0
|
|
0
|
|
1,232
|
|
5,084
|
Net operating income
|
$
|
55,552
|
$
|
38,695
|
$
|
45,196
|
$
|
4,829
|
$
|
9,811
|
|
154,083
|
Depreciation/amortization
|
|
|
|
|
|
|
|
|
|
|
|
(62,333)
|
Administrative, advisory and trustee fees
|
|
|
|
|
|
|
|
|
|
(8,494)
|
||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
(2,173)
|
Impairment of real estate investments
|
|
|
|
|
|
|
|
|
|
|
|
0
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
(61,154)
|
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
748
|
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
20,677
|
Income from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
9,295
|
Net income
|
$
|
29,972
|
|
(in thousands)
|
|||||||||||
Year Ended April 30, 2012
|
Multi-Family
Residential
|
Commercial
Office
|
Commercial
Healthcare
|
Commercial
Industrial
|
Commercial
Retail
|
Total
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate revenue
|
$
|
71,728
|
$
|
73,493
|
$
|
64,511
|
$
|
6,613
|
$
|
12,326
|
$
|
228,671
|
Real estate expenses
|
|
33,386
|
|
34,126
|
|
20,650
|
|
1,142
|
|
4,046
|
|
93,350
|
Gain on involuntary conversion
|
|
0
|
|
0
|
|
0
|
|
0
|
|
274
|
|
274
|
Net operating income
|
$
|
38,342
|
$
|
39,367
|
$
|
43,861
|
$
|
5,471
|
$
|
8,554
|
|
135,595
|
Depreciation/amortization
|
|
|
|
|
|
|
|
|
|
|
|
(56,650)
|
Administrative, advisory and trustee fees
|
|
|
|
|
|
|
|
|
|
(7,381)
|
||
Other expenses
|
|
|
|
|
|
|
|
|
|
|
|
(1,898)
|
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
(61,801)
|
Interest and other income
|
|
|
|
|
|
|
|
|
|
|
|
779
|
Income from continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
8,644
|
Income from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
1,062
|
Net income
|
|
|
|
|
|
|
|
|
|
|
$
|
9,706
|
Total property owned as of April 30, 2012
|
$
|
410,949
|
$
|
494,881
|
$
|
421,524
|
$
|
98,309
|
$
|
92,856
|
$
|
1,518,519
|
|
(in thousands)
|
|||||||||||
As of April 30, 2014
|
Multi-Family
Residential
|
Commercial
Office
|
Commercial
Healthcare
|
Commercial
Industrial
|
Commercial
Retail
|
Total
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Property owned
|
$
|
753,731
|
$
|
544,628
|
$
|
525,028
|
$
|
55,375
|
$
|
117,269
|
$
|
1,996,031
|
Less accumulated depreciation
|
|
(158,100)
|
|
(121,892)
|
|
(105,843)
|
|
(10,198)
|
|
(28,255)
|
|
(424,288)
|
Total property owned
|
$
|
595,631
|
$
|
422,736
|
$
|
419,185
|
$
|
45,177
|
$
|
89,014
|
$
|
1,571,743
|
Real estate held for sale
|
|
|
|
|
|
|
|
|
|
|
|
2,951
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
47,267
|
Other investments
|
|
|
|
|
|
|
|
|
|
329
|
||
Receivables and other assets
|
|
|
|
|
|
|
|
|
|
|
|
119,458
|
Development in progress
|
|
|
|
|
|
|
|
|
|
|
|
104,609
|
Unimproved land
|
|
|
|
|
|
|
|
|
|
|
|
22,864
|
Total Assets
|
$
|
1,869,221
|
|
(in thousands)
|
|||||||||||
As of April 30, 2013
|
Multi-Family
Residential
|
Commercial
Office
|
Commercial
Healthcare
|
Commercial
Industrial
|
Commercial
Retail
|
Total
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Property owned
|
$
|
659,696
|
$
|
613,775
|
$
|
501,191
|
$
|
125,772
|
$
|
132,536
|
$
|
2,032,970
|
Less accumulated depreciation
|
|
(140,354)
|
|
(138,270)
|
|
(90,891)
|
|
(23,688)
|
|
(27,218)
|
|
(420,421)
|
Total property owned
|
$
|
519,342
|
$
|
475,505
|
$
|
410,300
|
$
|
102,084
|
$
|
105,318
|
$
|
1,612,549
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
94,133
|
Other investments
|
|
|
|
|
|
|
|
|
|
639
|
||
Receivables and other assets
|
|
|
|
|
|
|
|
|
|
|
|
113,948
|
Development in progress
|
|
|
|
|
|
|
|
|
|
|
|
46,782
|
Unimproved land
|
|
|
|
|
|
|
|
|
|
|
|
21,503
|
Total Assets
|
$
|
1,889,554
|
|
(in thousands)
|
|||||
|
2014
|
2013
|
2012
|
|||
Property Sale Data
|
|
|
|
|
|
|
Sales price
|
$
|
80,883
|
$
|
26,273
|
$
|
3,237
|
Net book value and sales costs
|
|
(73,884)
|
|
(19,388)
|
|
(2,888)
|
Gain on sale of discontinued operations
|
$
|
6,999
|
$
|
6,885
|
$
|
349
|
|
(in thousands)
|
|||
|
2014
|
2013
|
||
Asset and Liability Data
|
|
|
|
|
Total assets
|
$
|
0
|
$
|
72,631
|
Total liabilities
|
|
0
|
|
(1,335)
|
|
For Years Ended April 30,
|
|||||
|
(in thousands, except per share data)
|
|||||
|
2014
|
2013
|
2012
|
|||
NUMERATOR
|
|
|
|
|
|
|
(Loss) income from continuing operations – Investors Real Estate Trust
|
$
|
(18,508)
|
$
|
17,929
|
$
|
7,357
|
Income from discontinued operations – Investors Real Estate Trust
|
|
5,334
|
|
7,601
|
|
855
|
Net (loss) income attributable to Investors Real Estate Trust
|
|
(13,174)
|
|
25,530
|
|
8,212
|
Dividends to preferred shareholders
|
|
(11,514)
|
|
(9,229)
|
|
(2,372)
|
Numerator for basic earnings per share – net (loss) income available to common shareholders
|
|
(24,688)
|
|
16,301
|
|
5,840
|
Noncontrolling interests – Operating Partnership
|
|
(4,676)
|
|
3,633
|
|
1,359
|
Numerator for diluted earnings per share
|
$
|
(29,364)
|
$
|
19,934
|
$
|
7,199
|
DENOMINATOR
|
|
|
|
|
|
|
Denominator for basic earnings per share weighted average shares
|
|
105,331
|
|
93,344
|
|
83,557
|
Effect of convertible operating partnership units
|
|
21,697
|
|
21,191
|
|
19,875
|
Denominator for diluted earnings per share
|
|
127,028
|
|
114,535
|
|
103,432
|
(Loss) earnings per common share from continuing operations – Investors Real Estate Trust – basic and diluted
|
$
|
(.28)
|
$
|
.09
|
$
|
.06
|
Earnings per common share from discontinued operations – Investors Real Estate Trust – basic and diluted
|
|
.05
|
|
.08
|
|
.01
|
NET (LOSS) INCOME PER COMMON SHARE – BASIC & DILUTED
|
$
|
(.23)
|
$
|
.17
|
$
|
.07
|
|
|
(in thousands)
|
|
Year Ended April 30,
|
|
Lease Payments
|
|
2015
|
$
|
506
|
|
2016
|
|
478
|
|
2017
|
|
449
|
|
2018
|
|
449
|
|
2019
|
|
449
|
|
Thereafter
|
|
21,213
|
|
Total
|
$
|
23,544
|
|
|
|
(in thousands)
|
|
|||||
Project Name and Location
|
Planned Segment
|
Square Feet
or Number of Units
|
Anticipated
Total Cost
|
Costs as of
April 30, 2014
(1)
|
Loans Closed or Committed
|
Anticipated Construction Completion
|
|||
Dakota Commons - Williston, ND
|
Multi-Family Residential
|
44 units
|
$
|
10,736
|
$
|
9,013
|
$
|
0
|
FY2015 Q1
|
Commons at Southgate - Minot, ND
(2)
|
Multi-Family Residential
|
233 units
|
|
37,201
|
|
28,065
|
|
24,480
|
FY2015 Q2
|
Cypress Court II – St. Cloud, MN
(3)
|
Multi-Family Residential
|
66 units
|
|
7,028
|
|
1,580
|
|
4,200
|
FY2015 Q3
|
Arcata - Golden Valley, MN
|
Multi-Family Residential
|
165 units
|
|
33,448
|
|
13,018
|
|
24,250
|
FY2015 Q3
|
Red 20 - Minneapolis, MN
(4)
|
Multi-Family Residential and Commercial
|
130 units and 10,625 sq ft
|
|
29,462
|
|
13,980
|
|
21,726
|
FY2015 Q3
|
Renaissance Heights I - Williston, ND
(5)
|
Multi-Family Residential
|
288 units
|
|
62,362
|
|
39,017
|
|
43,672
|
FY2015 Q4
|
Chateau II - Minot, ND
(6)
|
Multi-Family Residential
|
72 units
|
|
14,711
|
|
2,098
|
|
0
|
FY2015 Q4
|
Cardinal Point - Grand Forks, ND
|
Multi-Family Residential
|
251 units
|
|
40,042
|
|
6,829
|
|
24,500
|
FY2016 Q1
|
Other
|
n/a
|
n/a
|
|
n/a
|
|
2,496
|
|
n/a
|
n/a
|
|
|
|
$
|
234,990
|
$
|
116,096
|
$
|
142,828
|
|
(1)
|
Includes costs related to development projects that are placed in service in phases (Renaissance Heights I - $11.5 million).
|
(2)
|
The Company is an approximately 51% partner in the joint venture entity constructing this project; the anticipated total cost amount given is the total cost to the joint venture entity.
|
(3)
|
The Company is an approximately 86.1% partner in the joint venture entity constructing this project; the anticipated total cost amount given is the total cost to the joint venture entity.
|
(4)
|
The Company is an approximately 58.6% partner in the joint venture entity constructing this project; the anticipated total cost amount given is the total cost to the joint venture entity.
|
(5)
|
The Company is an approximately 70% partner in the joint venture entity constructing this project; the anticipated total cost amount given is the total cost to the joint venture entity.
|
(6)
|
On December 5, 2013, this development project was destroyed by fire. As of April 30, 2014, $6.1 million of expected insurance proceeds were included in accounts receivable on the Company's consolidated balance sheet. See Note 2 for additional information.
|
|
(in thousands)
|
|||||||
|
April 30, 2014
|
|||||||
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||
Real estate investments
|
$
|
89,537
|
$
|
0
|
$
|
0
|
$
|
89,537
|
Real estate held for sale
|
|
2,951
|
|
0
|
|
0
|
|
2,951
|
|
(in thousands)
|
|||||||
|
April 30, 2013
|
|||||||
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||
Real estate held for sale
|
$
|
335
|
$
|
0
|
$
|
0
|
$
|
335
|
|
(in thousands, except per share data)
|
|||||||
QUARTER ENDED
|
July 31, 2013
|
October 31, 2013
|
January 31, 2014
|
April 30, 2014
|
||||
Revenues
|
$
|
65,098
|
$
|
65,772
|
$
|
67,629
|
$
|
66,983
|
Net income (loss) attributable to Investors Real Estate Trust
|
$
|
3,078
|
$
|
8,787
|
$
|
3,503
|
$
|
(28,542)
|
Net income (loss) available to common shareholders
|
$
|
199
|
$
|
5,909
|
$
|
624
|
$
|
(31,420)
|
Net income (loss) per common share - basic & diluted
|
$
|
.00
|
$
|
.06
|
$
|
.00
|
$
|
(.29)
|
|
(in thousands, except per share data)
|
|||||||
QUARTER ENDED
|
July 31, 2012
|
October 31, 2012
|
January 31, 2013
|
April 30, 2013
|
||||
Revenues
|
$
|
58,930
|
$
|
61,864
|
$
|
63,080
|
$
|
64,184
|
Net income attributable to Investors Real Estate Trust
|
$
|
1,679
|
$
|
8,512
|
$
|
5,324
|
$
|
10,015
|
Net income (loss) available to common shareholders
|
$
|
1,086
|
$
|
5,634
|
$
|
2,445
|
$
|
7,136
|
Net income (loss) per common share - basic & diluted
|
$
|
.01
|
$
|
.06
|
$
|
.03
|
$
|
.07
|
|
Year Ended April 30,
|
|||||
|
2014
|
2013
|
2012
|
|||
Stock-based compensation expense
|
$
|
1,162
|
$
|
45
|
$
|
461
|
Class of shares/units
|
Quarterly Amount
per Share or Unit
|
|
Record Date
|
|
Payment Date
|
Common shares and limited partnership units
|
$0.1300
|
|
June 16, 2014
|
|
July 1, 2014
|
Preferred shares:
|
|
|
|
|
|
Series A
|
$0.5156
|
|
June 16, 2014
|
|
June 30, 2014
|
Series B
|
$0.4968
|
|
June 16, 2014
|
|
June 30, 2014
|
·
|
On May 22, 2014, an approximately 35-acre parcel of vacant land in Bismarck, North Dakota, for a purchase price of $4.3 million, paid in cash;
|
·
|
On June 2, 2014, 152-unit and 52-unit multi-family residential properties in Rapid City, South Dakota, for a purchase price totaling $18.3 million, of which approximately $12.2 million consisted of the assumption of existing debt, with the remainder paid in cash; and
|
·
|
On June 5, 2014, an approximately 10.5-acre parcel of vacant land in Brooklyn Park, Minnesota, for a purchase price of $2.6 million, paid in cash.
|
|
|
Initial Cost to Company
|
|
Gross amount at which carried at
close of period
|
|
|
|
||||||||||||
Description
|
Encumbrances
(1)
|
Land
|
Buildings &
Improvements
|
Costs capitalized
subsequent to
acquisition
|
Land
|
Buildings &
Improvements
|
Total
|
Accumulated
Depreciation
|
Date of
Construction
or Acquisition
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||
Multi-Family Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11th Street 3 Plex - Minot, ND
|
$
|
87
|
$
|
11
|
$
|
53
|
$
|
17
|
$
|
19
|
$
|
62
|
$
|
81
|
$
|
(10)
|
|
2008
|
40 years
|
4th Street 4 Plex - Minot, ND
|
|
101
|
|
15
|
|
74
|
|
27
|
|
23
|
|
93
|
|
116
|
|
(14)
|
|
2008
|
40 years
|
Alps Park - Rapid City, SD
|
|
4,030
|
|
287
|
|
5,551
|
|
84
|
|
289
|
|
5,633
|
|
5,922
|
|
(140)
|
|
2013
|
40 years
|
Apartments on Main - Minot, ND
|
|
666
|
|
158
|
|
1,123
|
|
31
|
|
181
|
|
1,131
|
|
1,312
|
|
(198)
|
|
1987
|
24-40 years
|
Arbors - S Sioux City, NE
|
|
3,922
|
|
350
|
|
6,625
|
|
1,610
|
|
790
|
|
7,795
|
|
8,585
|
|
(1,807)
|
|
2006
|
40 years
|
Ashland - Grand Forks, ND
|
|
5,615
|
|
741
|
|
7,569
|
|
90
|
|
762
|
|
7,638
|
|
8,400
|
|
(460)
|
|
2012
|
40 years
|
Boulder Court - Eagan, MN
|
|
2,990
|
|
1,067
|
|
5,498
|
|
2,853
|
|
1,299
|
|
8,119
|
|
9,418
|
|
(2,280)
|
|
2003
|
40 years
|
Brookfield Village - Topeka, KS
|
|
5,303
|
|
509
|
|
6,698
|
|
1,393
|
|
674
|
|
7,926
|
|
8,600
|
|
(2,165)
|
|
2003
|
40 years
|
Brooklyn Heights - Minot, ND
|
|
749
|
|
145
|
|
1,450
|
|
834
|
|
217
|
|
2,212
|
|
2,429
|
|
(875)
|
|
1997
|
12-40 years
|
Campus Center - St. Cloud, MN
|
|
1,206
|
|
395
|
|
2,244
|
|
208
|
|
405
|
|
2,442
|
|
2,847
|
|
(459)
|
|
2007
|
40 years
|
Campus Heights - St. Cloud, MN
|
|
0
|
|
110
|
|
628
|
|
93
|
|
124
|
|
707
|
|
831
|
|
(136)
|
|
2007
|
40 years
|
Campus Knoll - St. Cloud, MN
|
|
804
|
|
266
|
|
1,512
|
|
120
|
|
279
|
|
1,619
|
|
1,898
|
|
(312)
|
|
2007
|
40 years
|
Campus Plaza - St. Cloud, MN
|
|
0
|
|
54
|
|
311
|
|
69
|
|
60
|
|
374
|
|
434
|
|
(72)
|
|
2007
|
40 years
|
Campus Side - St. Cloud, MN
|
|
0
|
|
107
|
|
615
|
|
140
|
|
118
|
|
744
|
|
862
|
|
(140)
|
|
2007
|
40 years
|
Campus View - St. Cloud, MN
|
|
0
|
|
107
|
|
615
|
|
120
|
|
113
|
|
729
|
|
842
|
|
(136)
|
|
2007
|
40 years
|
Canyon Lake - Rapid City, SD
|
|
2,894
|
|
305
|
|
3,958
|
|
1,579
|
|
374
|
|
5,468
|
|
5,842
|
|
(1,548)
|
|
2001
|
40 years
|
Castlerock - Billings, MT
|
|
6,677
|
|
736
|
|
4,864
|
|
1,982
|
|
964
|
|
6,618
|
|
7,582
|
|
(2,504)
|
|
1998
|
40 years
|
Chateau I - Minot, ND
|
|
0
|
|
61
|
|
5,663
|
|
561
|
|
67
|
|
6,218
|
|
6,285
|
|
(569)
|
|
2013
|
40 years
|
Cimarron Hills - Omaha, NE
|
|
4,806
|
|
706
|
|
9,588
|
|
4,198
|
|
1,302
|
|
13,190
|
|
14,492
|
|
(4,307)
|
|
2001
|
40 years
|
Colonial Villa - Burnsville, MN
|
|
5,980
|
|
2,401
|
|
11,515
|
|
6,416
|
|
2,827
|
|
17,505
|
|
20,332
|
|
(4,547)
|
|
2003
|
40 years
|
Colony - Lincoln, NE
|
|
13,565
|
|
1,515
|
|
15,730
|
|
389
|
|
1,544
|
|
16,090
|
|
17,634
|
|
(829)
|
|
2012
|
40 years
|
Colton Heights - Minot, ND
|
|
421
|
|
80
|
|
672
|
|
414
|
|
116
|
|
1,050
|
|
1,166
|
|
(737)
|
|
1984
|
40 years
|
Cornerstone - St. Cloud, MN
|
|
0
|
|
54
|
|
311
|
|
71
|
|
57
|
|
379
|
|
436
|
|
(74)
|
|
2007
|
40 years
|
Cottage West Twin Homes - Sioux Falls, SD
|
|
3,646
|
|
968
|
|
3,762
|
|
373
|
|
1,005
|
|
4,098
|
|
5,103
|
|
(265)
|
|
2011
|
40 years
|
Cottonwood - Bismarck, ND
|
|
15,803
|
|
1,056
|
|
17,372
|
|
3,146
|
|
1,354
|
|
20,220
|
|
21,574
|
|
(6,372)
|
|
1997
|
40 years
|
Country Meadows - Billings, MT
|
|
6,678
|
|
491
|
|
7,809
|
|
1,344
|
|
535
|
|
9,109
|
|
9,644
|
|
(3,507)
|
|
1995
|
33-40 years
|
Crestview - Bismarck, ND
|
|
3,917
|
|
235
|
|
4,290
|
|
1,576
|
|
495
|
|
5,606
|
|
6,101
|
|
(2,740)
|
|
1994
|
24-40 years
|
Crown - Rochester, MN
|
|
2,629
|
|
261
|
|
3,289
|
|
194
|
|
266
|
|
3,478
|
|
3,744
|
|
(368)
|
|
2010
|
40 years
|
Crown Colony - Topeka, KS
|
|
8,220
|
|
620
|
|
9,956
|
|
2,220
|
|
857
|
|
11,939
|
|
12,796
|
|
(4,215)
|
|
1999
|
40 years
|
Cypress Court - St. Cloud, MN
|
|
0
|
|
1,136
|
|
12,428
|
|
102
|
|
1,136
|
|
12,530
|
|
13,666
|
|
(196)
|
|
2012
|
40 years
|
Evergreen - Isanti, MN
|
|
2,019
|
|
380
|
|
2,740
|
|
84
|
|
380
|
|
2,824
|
|
3,204
|
|
(398)
|
|
2008
|
40 years
|
Evergreen II - Isanti, MN
|
|
2,108
|
|
691
|
|
2,784
|
|
23
|
|
691
|
|
2,807
|
|
3,498
|
|
(196)
|
|
2011
|
40 years
|
|
|
Initial Cost to Company
|
|
Gross amount at which carried at
close of period
|
|
|
|
||||||||||||
Description
|
Encumbrances
(1)
|
Land
|
Buildings &
Improvements
|
Costs capitalized
subsequent to
acquisition
|
Land
|
Buildings &
Improvements
|
Total
|
Accumulated
Depreciation
|
Date of
Construction
or Acquisition
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||
Multi-Family Residential
-
continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fairmont - Minot, ND
|
$
|
344
|
$
|
28
|
$
|
337
|
$
|
70
|
$
|
55
|
$
|
380
|
$
|
435
|
$
|
(61)
|
|
2008
|
40 years
|
First Avenue - Minot, ND
|
|
0
|
|
0
|
|
3,046
|
|
5
|
|
0
|
|
3,051
|
|
3,051
|
|
(78)
|
|
2013
|
40 years
|
Forest Park - Grand Forks, ND
|
|
7,692
|
|
810
|
|
5,579
|
|
7,031
|
|
1,409
|
|
12,011
|
|
13,420
|
|
(4,893)
|
|
1993
|
24-40 years
|
Gables Townhomes - Sioux Falls, SD
|
|
1,476
|
|
349
|
|
1,921
|
|
160
|
|
371
|
|
2,059
|
|
2,430
|
|
(133)
|
|
2011
|
40 years
|
Grand Gateway - St. Cloud, MN
|
|
5,465
|
|
814
|
|
7,086
|
|
580
|
|
912
|
|
7,568
|
|
8,480
|
|
(490)
|
|
2012
|
40 years
|
Greenfield - Omaha, NE
|
|
3,598
|
|
578
|
|
4,122
|
|
663
|
|
778
|
|
4,585
|
|
5,363
|
|
(783)
|
|
2007
|
40 years
|
Heritage Manor - Rochester, MN
|
|
4,051
|
|
403
|
|
6,968
|
|
2,632
|
|
578
|
|
9,425
|
|
10,003
|
|
(3,489)
|
|
1998
|
40 years
|
Indian Hills - Sioux City, IA
(2)
|
|
0
|
|
294
|
|
2,921
|
|
3,403
|
|
386
|
|
6,232
|
|
6,618
|
|
(1,144)
|
|
2007
|
40 years
|
Kirkwood Manor - Bismarck, ND
|
|
3,312
|
|
449
|
|
2,725
|
|
1,579
|
|
546
|
|
4,207
|
|
4,753
|
|
(1,655)
|
|
1997
|
12-40 years
|
Lakeside Village - Lincoln, NE
|
|
13,382
|
|
1,215
|
|
15,837
|
|
262
|
|
1,235
|
|
16,079
|
|
17,314
|
|
(821)
|
|
2012
|
40 years
|
Lancaster - St. Cloud, MN
|
|
0
|
|
289
|
|
2,899
|
|
1,079
|
|
460
|
|
3,807
|
|
4,267
|
|
(1,410)
|
|
2000
|
40 years
|
Landing at Southgate - Minot, ND
|
|
0
|
|
2,254
|
|
12,872
|
|
25
|
|
2,254
|
|
12,897
|
|
15,151
|
|
(212)
|
|
2013
|
40 years
|
Landmark - Grand Forks, ND
|
|
1,638
|
|
184
|
|
1,514
|
|
1,023
|
|
313
|
|
2,408
|
|
2,721
|
|
(983)
|
|
1997
|
40 years
|
Legacy - Grand Forks, ND
|
|
15,885
|
|
1,362
|
|
21,727
|
|
6,289
|
|
2,088
|
|
27,290
|
|
29,378
|
|
(9,395)
|
|
1995-2005
|
24-40 years
|
Mariposa - Topeka, KS
|
|
2,975
|
|
399
|
|
5,110
|
|
487
|
|
426
|
|
5,570
|
|
5,996
|
|
(1,341)
|
|
2004
|
40 years
|
Meadows - Jamestown, ND
(2)
|
|
0
|
|
590
|
|
4,519
|
|
1,256
|
|
653
|
|
5,712
|
|
6,365
|
|
(1,968)
|
|
1998
|
40 years
|
Monticello Village - Monticello, MN
|
|
0
|
|
490
|
|
3,756
|
|
447
|
|
621
|
|
4,072
|
|
4,693
|
|
(1,136)
|
|
2004
|
40 years
|
Northern Valley - Rochester, MN
|
|
0
|
|
110
|
|
610
|
|
108
|
|
119
|
|
709
|
|
828
|
|
(77)
|
|
2010
|
40 years
|
North Pointe - Bismarck, ND
|
|
3,431
|
|
303
|
|
3,957
|
|
532
|
|
339
|
|
4,453
|
|
4,792
|
|
(1,338)
|
|
1995-2011
|
24-40 years
|
Oakmont Estates - Sioux Falls, SD
|
|
2,473
|
|
423
|
|
4,838
|
|
517
|
|
558
|
|
5,220
|
|
5,778
|
|
(1,602)
|
|
2002
|
40 years
|
Oakwood Estates - Sioux Falls, SD
|
|
4,025
|
|
543
|
|
2,784
|
|
4,265
|
|
775
|
|
6,817
|
|
7,592
|
|
(3,015)
|
|
1993
|
40 years
|
Olympic Village - Billings, MT
|
|
10,770
|
|
1,164
|
|
10,441
|
|
2,861
|
|
1,757
|
|
12,709
|
|
14,466
|
|
(4,461)
|
|
2000
|
40 years
|
Olympik Village - Rochester, MN
|
|
4,499
|
|
1,034
|
|
6,109
|
|
1,711
|
|
1,168
|
|
7,686
|
|
8,854
|
|
(1,870)
|
|
2005
|
40 years
|
Oxbow Park - Sioux Falls, SD
|
|
3,931
|
|
404
|
|
3,152
|
|
2,658
|
|
665
|
|
5,549
|
|
6,214
|
|
(2,625)
|
|
1994
|
24-40 years
|
Park Meadows - Waite Park, MN
|
|
8,616
|
|
1,143
|
|
9,099
|
|
5,423
|
|
1,595
|
|
14,070
|
|
15,665
|
|
(5,790)
|
|
1997
|
40 years
|
Pebble Springs - Bismarck, ND
|
|
775
|
|
7
|
|
748
|
|
149
|
|
44
|
|
860
|
|
904
|
|
(323)
|
|
1999
|
40 years
|
Pinehurst - Billings, MT
|
|
243
|
|
72
|
|
687
|
|
239
|
|
79
|
|
919
|
|
998
|
|
(276)
|
|
2002
|
40 years
|
Pinecone Villas - Sartell, MN
|
|
0
|
|
584
|
|
2,191
|
|
8
|
|
584
|
|
2,199
|
|
2,783
|
|
(33)
|
|
2013
|
40 years
|
Pines - Minot, ND
|
|
120
|
|
35
|
|
215
|
|
184
|
|
49
|
|
385
|
|
434
|
|
(132)
|
|
1997
|
40 years
|
Plaza - Minot, ND
|
|
5,478
|
|
867
|
|
12,784
|
|
2,335
|
|
992
|
|
14,994
|
|
15,986
|
|
(2,029)
|
|
2009
|
40 years
|
Pointe West - Rapid City, SD
|
|
2,679
|
|
240
|
|
3,538
|
|
1,485
|
|
364
|
|
4,899
|
|
5,263
|
|
(2,240)
|
|
1994
|
24-40 years
|
Ponds at Heritage Place - Sartell, MN
|
|
3,950
|
|
395
|
|
4,564
|
|
232
|
|
395
|
|
4,796
|
|
5,191
|
|
(216)
|
|
2012
|
40 years
|
Prairie Winds - Sioux Falls, SD
|
|
1,438
|
|
144
|
|
1,816
|
|
466
|
|
229
|
|
2,197
|
|
2,426
|
|
(1,171)
|
|
1993
|
24-40 years
|
Quarry Ridge - Rochester, MN
|
|
13,603
|
|
1,312
|
|
13,362
|
|
1,129
|
|
1,353
|
|
14,450
|
|
15,803
|
|
(2,811)
|
|
2006
|
40 years
|
|
|
Initial Cost to Company
|
|
Gross amount at which carried at
close of period
|
|
|
|
||||||||||||
Description
|
Encumbrances
(1)
|
Land
|
Buildings &
Improvements
|
Costs capitalized
subsequent to
acquisition
|
Land
|
Buildings &
Improvements
|
Total
|
Accumulated
Depreciation
|
Date of
Construction
or Acquisition
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||
Multi-Family Residential
-
continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarry Ridge II - Rochester, MN
|
$
|
14,158
|
$
|
942
|
$
|
16,661
|
$
|
39
|
$
|
945
|
$
|
16,697
|
$
|
17,642
|
$
|
(830)
|
|
2012
|
40 years
|
Regency Park Estates - St. Cloud, MN
|
|
6,827
|
|
702
|
|
10,198
|
|
1,244
|
|
751
|
|
11,393
|
|
12,144
|
|
(804)
|
|
2011
|
40 years
|
Renaissance Heights I - Williston, ND
|
|
0
|
|
616
|
|
10,872
|
|
25
|
|
616
|
|
10,897
|
|
11,513
|
|
(58)
|
|
2013
|
40 years
|
Ridge Oaks - Sioux City, IA
|
|
3,414
|
|
178
|
|
4,073
|
|
2,087
|
|
281
|
|
6,057
|
|
6,338
|
|
(2,042)
|
|
2001
|
40 years
|
Rimrock West - Billings, MT
|
|
3,339
|
|
330
|
|
3,489
|
|
1,453
|
|
431
|
|
4,841
|
|
5,272
|
|
(1,624)
|
|
1999
|
40 years
|
River Ridge - Bismarck, ND
|
|
0
|
|
576
|
|
23,434
|
|
1,076
|
|
1,423
|
|
23,663
|
|
25,086
|
|
(438)
|
|
2008
|
40 years
|
Rocky Meadows - Billings, MT
|
|
5,177
|
|
656
|
|
5,726
|
|
1,085
|
|
769
|
|
6,698
|
|
7,467
|
|
(2,942)
|
|
1995
|
40 years
|
Rum River - Isanti, MN
|
|
3,609
|
|
843
|
|
4,823
|
|
146
|
|
848
|
|
4,964
|
|
5,812
|
|
(882)
|
|
2007
|
40 years
|
Sherwood - Topeka, KS
|
|
12,340
|
|
1,142
|
|
14,684
|
|
2,870
|
|
1,636
|
|
17,060
|
|
18,696
|
|
(6,150)
|
|
1999
|
40 years
|
Sierra Vista - Sioux Falls, SD
|
|
1,421
|
|
241
|
|
2,097
|
|
385
|
|
265
|
|
2,458
|
|
2,723
|
|
(198)
|
|
2011
|
40 years
|
South Pointe - Minot, ND
|
|
8,789
|
|
550
|
|
9,548
|
|
2,603
|
|
1,316
|
|
11,385
|
|
12,701
|
|
(5,165)
|
|
1995
|
24-40 years
|
Southpoint - Grand Forks, ND
(2)
|
|
0
|
|
576
|
|
9,893
|
|
16
|
|
576
|
|
9,909
|
|
10,485
|
|
(158)
|
|
2013
|
40 years
|
Southview - Minot, ND
|
|
1,059
|
|
185
|
|
469
|
|
355
|
|
237
|
|
772
|
|
1,009
|
|
(344)
|
|
1994
|
40 years
|
Southwind - Grand Forks, ND
|
|
5,615
|
|
400
|
|
5,034
|
|
2,714
|
|
726
|
|
7,422
|
|
8,148
|
|
(3,216)
|
|
1995
|
24-40 years
|
Summit Park - Minot, ND
|
|
1,039
|
|
161
|
|
1,898
|
|
1,338
|
|
419
|
|
2,978
|
|
3,397
|
|
(1,167)
|
|
1997
|
24-40 years
|
Sunset Trail - Rochester, MN
|
|
8,138
|
|
336
|
|
12,814
|
|
2,490
|
|
543
|
|
15,097
|
|
15,640
|
|
(5,011)
|
|
1999
|
40 years
|
Temple - Minot, ND
|
|
78
|
|
0
|
|
0
|
|
229
|
|
0
|
|
229
|
|
229
|
|
(50)
|
|
2006
|
40 years
|
Terrace Heights - Minot, ND
|
|
173
|
|
29
|
|
312
|
|
88
|
|
40
|
|
389
|
|
429
|
|
(164)
|
|
2006
|
40 years
|
Thomasbrook - Lincoln, NE
|
|
5,987
|
|
600
|
|
10,306
|
|
3,189
|
|
1,242
|
|
12,853
|
|
14,095
|
|
(4,366)
|
|
1999
|
40 years
|
University Park Place - St. Cloud, MN
|
|
0
|
|
78
|
|
450
|
|
100
|
|
82
|
|
546
|
|
628
|
|
(99)
|
|
2007
|
40 years
|
Valley Park - Grand Forks, ND
|
|
3,886
|
|
294
|
|
4,137
|
|
3,304
|
|
1,095
|
|
6,640
|
|
7,735
|
|
(2,375)
|
|
1999
|
40 years
|
Villa West - Topeka, KS
|
|
12,280
|
|
1,590
|
|
15,760
|
|
513
|
|
1,674
|
|
16,189
|
|
17,863
|
|
(845)
|
|
2012
|
40 years
|
Village Green - Rochester, MN
|
|
1,145
|
|
234
|
|
2,296
|
|
800
|
|
359
|
|
2,971
|
|
3,330
|
|
(828)
|
|
2003
|
40 years
|
West Stonehill - Waite Park, MN
|
|
8,621
|
|
939
|
|
10,167
|
|
4,817
|
|
1,473
|
|
14,450
|
|
15,923
|
|
(6,513)
|
|
1995
|
40 years
|
Westridge - Minot, ND
|
|
1,662
|
|
68
|
|
1,887
|
|
165
|
|
75
|
|
2,045
|
|
2,120
|
|
(309)
|
|
2008
|
40 years
|
Westwood Park - Bismarck, ND
|
|
1,982
|
|
116
|
|
1,909
|
|
1,706
|
|
268
|
|
3,463
|
|
3,731
|
|
(1,315)
|
|
1998
|
40 years
|
Whispering Ridge - Omaha, NE
|
|
22,000
|
|
2,139
|
|
25,424
|
|
396
|
|
2,243
|
|
25,716
|
|
27,959
|
|
(806)
|
|
2012
|
40 years
|
Williston Garden - Williston, ND
|
|
12,057
|
|
1,400
|
|
17,699
|
|
33
|
|
1,408
|
|
17,724
|
|
19,132
|
|
(1,416)
|
|
2012
|
40 years
|
Winchester - Rochester, MN
|
|
2,802
|
|
748
|
|
5,622
|
|
1,700
|
|
1,006
|
|
7,064
|
|
8,070
|
|
(2,071)
|
|
2003
|
40 years
|
Woodridge - Rochester, MN
|
|
6,412
|
|
370
|
|
6,028
|
|
1,925
|
|
502
|
|
7,821
|
|
8,323
|
|
(3,337)
|
|
1997
|
40 years
|
Total Multi-Family Residential
|
$
|
384,695
|
$
|
52,345
|
$
|
578,841
|
$
|
122,545
|
$
|
66,722
|
$
|
687,009
|
$
|
753,731
|
$
|
(158,100)
|
|
|
|
|
|
Initial Cost to Company
|
|
Gross amount at which carried at
close of period
|
|
|
|
||||||||||||
Description
|
Encumbrances
(1)
|
Land
|
Buildings &
Improvements
|
Costs capitalized
subsequent to
acquisition
|
Land
|
Buildings &
Improvements
|
Total
|
Accumulated
Depreciation
|
Date of
Construction
or Acquisition
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||
Commercial Office
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Avenue Building - Minot, ND
|
$
|
0
|
$
|
30
|
$
|
0
|
$
|
337
|
$
|
30
|
$
|
337
|
$
|
367
|
$
|
(33)
|
|
1981
|
33-40 years
|
2030 Cliff Road - Eagan, MN
|
|
938
|
|
146
|
|
835
|
|
90
|
|
158
|
|
913
|
|
1,071
|
|
(300)
|
|
2001
|
40 years
|
610 Business Center IV - Brooklyn Park, MN
|
|
6,888
|
|
975
|
|
5,542
|
|
2,886
|
|
980
|
|
8,423
|
|
9,403
|
|
(2,060)
|
|
2007
|
40 years
|
7800 West Brown Deer Road - Milwaukee, WI
|
|
10,520
|
|
1,455
|
|
8,756
|
|
2,333
|
|
1,475
|
|
11,069
|
|
12,544
|
|
(3,621)
|
|
2003
|
40 years
|
American Corporate Center - Mendota Heights, MN
|
|
8,794
|
|
893
|
|
16,768
|
|
4,062
|
|
893
|
|
20,830
|
|
21,723
|
|
(8,339)
|
|
2002
|
40 years
|
Ameritrade - Omaha, NE
|
|
2,440
|
|
327
|
|
7,957
|
|
65
|
|
327
|
|
8,022
|
|
8,349
|
|
(3,014)
|
|
1999
|
40 years
|
Benton Business Park - Sauk Rapids, MN
|
|
491
|
|
188
|
|
1,261
|
|
89
|
|
188
|
|
1,350
|
|
1,538
|
|
(394)
|
|
2003
|
40 years
|
Bismarck 715 East Broadway - Bismarck, ND
|
|
2,163
|
|
389
|
|
1,283
|
|
1,126
|
|
443
|
|
2,355
|
|
2,798
|
|
(373)
|
|
2008
|
40 years
|
Brenwood - Minnetonka, MN
|
|
0
|
|
1,642
|
|
12,138
|
|
3,203
|
|
1,650
|
|
15,333
|
|
16,983
|
|
(5,379)
|
|
2002
|
40 years
|
Brook Valley I - La Vista, NE
|
|
1,256
|
|
347
|
|
1,671
|
|
129
|
|
347
|
|
1,800
|
|
2,147
|
|
(407)
|
|
2005
|
40 years
|
Burnsville Bluffs II - Burnsville, MN
|
|
1,679
|
|
300
|
|
2,154
|
|
986
|
|
374
|
|
3,066
|
|
3,440
|
|
(1,324)
|
|
2001
|
40 years
|
Corporate Center West - Omaha, NE
|
|
17,315
|
|
3,880
|
|
5,253
|
|
0
|
|
3,880
|
|
5,253
|
|
9,133
|
|
0
|
|
2006
|
40 years
|
Crosstown Centre - Eden Prairie, MN
|
|
12,707
|
|
2,884
|
|
14,569
|
|
2,563
|
|
2,932
|
|
17,084
|
|
20,016
|
|
(4,328)
|
|
2004
|
40 years
|
Eden Prairie 6101 Blue Circle Drive - Eden Prairie, MN
|
|
0
|
|
666
|
|
4,197
|
|
1
|
|
666
|
|
4,198
|
|
4,864
|
|
(1,596)
|
|
1999
|
40 years
|
Farnam Executive Center - Omaha, NE
|
|
12,160
|
|
2,188
|
|
7,912
|
|
0
|
|
2,188
|
|
7,912
|
|
10,100
|
|
0
|
|
2006
|
40 years
|
Flagship - Eden Prairie, MN
|
|
21,565
|
|
1,899
|
|
15,518
|
|
0
|
|
1,899
|
|
15,518
|
|
17,417
|
|
0
|
|
2006
|
40 years
|
Gateway Corporate Center - Woodbury, MN
|
|
8,700
|
|
1,637
|
|
6,663
|
|
0
|
|
1,637
|
|
6,663
|
|
8,300
|
|
0
|
|
2006
|
40 years
|
Golden Hills Office Center - Golden Valley, MN
|
|
17,711
|
|
3,018
|
|
18,544
|
|
3,852
|
|
3,018
|
|
22,396
|
|
25,414
|
|
(8,049)
|
|
2003
|
40 years
|
Granite Corporate Center - St. Cloud, MN
|
|
5,492
|
|
588
|
|
7,808
|
|
1,368
|
|
727
|
|
9,037
|
|
9,764
|
|
(3,199)
|
|
2001
|
40 years
|
Great Plains - Fargo, ND
(2)
|
|
0
|
|
126
|
|
15,240
|
|
719
|
|
126
|
|
15,959
|
|
16,085
|
|
(5,640)
|
|
1997
|
40 years
|
Highlands Ranch I - Highlands Ranch, CO
|
|
7,992
|
|
2,268
|
|
8,362
|
|
427
|
|
2,268
|
|
8,789
|
|
11,057
|
|
(1,829)
|
|
2006
|
40 years
|
Highlands Ranch II - Highlands Ranch, CO
|
|
7,601
|
|
1,437
|
|
9,549
|
|
1,693
|
|
1,437
|
|
11,242
|
|
12,679
|
|
(3,011)
|
|
2004
|
40 years
|
Interlachen Corporate Center - Edina, MN
|
|
8,619
|
|
1,650
|
|
14,983
|
|
2,459
|
|
1,668
|
|
17,424
|
|
19,092
|
|
(5,684)
|
|
2001
|
40 years
|
Intertech Building - Fenton, MO
|
|
4,301
|
|
2,130
|
|
3,968
|
|
1,268
|
|
2,191
|
|
5,175
|
|
7,366
|
|
(970)
|
|
2007
|
40 years
|
Mendota Office Center I - Mendota Heights, MN
|
|
3,787
|
|
835
|
|
6,169
|
|
889
|
|
835
|
|
7,058
|
|
7,893
|
|
(2,420)
|
|
2002
|
40 years
|
Mendota Office Center II - Mendota Heights, MN
|
|
5,595
|
|
1,121
|
|
10,085
|
|
1,712
|
|
1,121
|
|
11,797
|
|
12,918
|
|
(4,531)
|
|
2002
|
40 years
|
Mendota Office Center III - Mendota Heights, MN
|
|
3,845
|
|
970
|
|
5,734
|
|
881
|
|
970
|
|
6,615
|
|
7,585
|
|
(2,129)
|
|
2002
|
40 years
|
Mendota Office Center IV - Mendota Heights, MN
|
|
4,571
|
|
1,070
|
|
7,635
|
|
1,287
|
|
1,070
|
|
8,922
|
|
9,992
|
|
(2,951)
|
|
2002
|
40 years
|
Minnesota National Bank - Duluth, MN
|
|
707
|
|
287
|
|
1,454
|
|
224
|
|
288
|
|
1,677
|
|
1,965
|
|
(413)
|
|
2004
|
40 years
|
Minot 1400 31st Ave - Minot, ND
|
|
0
|
|
1,026
|
|
6,143
|
|
4,404
|
|
1,038
|
|
10,535
|
|
11,573
|
|
(1,670)
|
|
2010
|
40 years
|
Minot 2505 16th Street SW - Minot, ND
(2)
|
|
0
|
|
298
|
|
1,724
|
|
296
|
|
298
|
|
2,020
|
|
2,318
|
|
(214)
|
|
2009
|
40 years
|
Miracle Hills One - Omaha, NE
|
|
8,895
|
|
1,974
|
|
5,726
|
|
0
|
|
1,974
|
|
5,726
|
|
7,700
|
|
0
|
|
2006
|
40 years
|
Northgate I - Maple Grove, MN
|
|
4,977
|
|
1,062
|
|
6,358
|
|
990
|
|
1,235
|
|
7,175
|
|
8,410
|
|
(1,850)
|
|
2004
|
40 years
|
Northgate II - Maple Grove, MN
|
|
917
|
|
359
|
|
1,944
|
|
284
|
|
403
|
|
2,184
|
|
2,587
|
|
(845)
|
|
1999
|
40 years
|
|
|
Initial Cost to Company
|
|
Gross amount at which carried at
close of period
|
|
|
|
||||||||||||
Description
|
Encumbrances
(1)
|
Land
|
Buildings &
Improvements
|
Costs capitalized
subsequent to
acquisition
|
Land
|
Buildings &
Improvements
|
Total
|
Accumulated
Depreciation
|
Date of
Construction
or Acquisition
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||
Commercial Office
-
continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northpark Corporate Center - Arden Hills, MN
|
$
|
11,938
|
$
|
2,034
|
$
|
14,584
|
$
|
2,413
|
$
|
2,037
|
$
|
16,994
|
$
|
19,031
|
$
|
(3,650)
|
|
2006
|
40 years
|
Omaha 10802 Farnam Dr - Omaha, NE
|
|
5,182
|
|
2,462
|
|
4,374
|
|
392
|
|
2,818
|
|
4,410
|
|
7,228
|
|
(397)
|
|
2010
|
40 years
|
Pacific Hills - Omaha, NE
|
|
16,770
|
|
4,220
|
|
6,280
|
|
33
|
|
4,220
|
|
6,313
|
|
10,533
|
|
0
|
|
2006
|
40 years
|
Plaza 16 - Minot, ND
|
|
7,271
|
|
389
|
|
5,444
|
|
3,860
|
|
598
|
|
9,095
|
|
9,693
|
|
(1,665)
|
|
2009
|
40 years
|
Plaza VII - Boise, ID
|
|
930
|
|
300
|
|
3,058
|
|
471
|
|
370
|
|
3,459
|
|
3,829
|
|
(1,122)
|
|
2003
|
40 years
|
Plymouth 5095 Nathan Lane - Plymouth, MN
|
|
1,182
|
|
604
|
|
1,253
|
|
82
|
|
636
|
|
1,303
|
|
1,939
|
|
(224)
|
|
2007
|
40 years
|
Plymouth I - Plymouth, MN
|
|
1,115
|
|
530
|
|
1,133
|
|
65
|
|
530
|
|
1,198
|
|
1,728
|
|
(307)
|
|
2004
|
40 years
|
Plymouth II - Plymouth, MN
|
|
1,115
|
|
367
|
|
1,264
|
|
40
|
|
367
|
|
1,304
|
|
1,671
|
|
(342)
|
|
2004
|
40 years
|
Plymouth III - Plymouth, MN
|
|
1,373
|
|
507
|
|
1,495
|
|
365
|
|
507
|
|
1,860
|
|
2,367
|
|
(563)
|
|
2004
|
40 years
|
Plymouth IV & V - Plymouth, MN
|
|
6,717
|
|
1,336
|
|
12,693
|
|
2,085
|
|
1,338
|
|
14,776
|
|
16,114
|
|
(5,204)
|
|
2001
|
40 years
|
Prairie Oak Business Center - Eden Prairie, MN
|
|
3,215
|
|
531
|
|
4,069
|
|
2,216
|
|
784
|
|
6,032
|
|
6,816
|
|
(2,138)
|
|
2003
|
40 years
|
Rapid City 900 Concourse Drive - Rapid City, SD
|
|
696
|
|
285
|
|
6,600
|
|
1,028
|
|
514
|
|
7,399
|
|
7,913
|
|
(2,584)
|
|
2000
|
40 years
|
Riverport - Maryland Heights, MO
|
|
19,690
|
|
1,891
|
|
6,109
|
|
107
|
|
1,891
|
|
6,216
|
|
8,107
|
|
0
|
|
2006
|
40 years
|
Southeast Tech Center - Eagan, MN
|
|
1,651
|
|
560
|
|
5,496
|
|
419
|
|
569
|
|
5,906
|
|
6,475
|
|
(2,302)
|
|
1999
|
40 years
|
Spring Valley IV - Omaha, NE
|
|
748
|
|
178
|
|
916
|
|
60
|
|
186
|
|
968
|
|
1,154
|
|
(235)
|
|
2005
|
40 years
|
Spring Valley V - Omaha, NE
|
|
823
|
|
212
|
|
1,123
|
|
251
|
|
240
|
|
1,346
|
|
1,586
|
|
(342)
|
|
2005
|
40 years
|
Spring Valley X - Omaha, NE
|
|
763
|
|
180
|
|
1,024
|
|
79
|
|
189
|
|
1,094
|
|
1,283
|
|
(246)
|
|
2005
|
40 years
|
Spring Valley XI - Omaha, NE
|
|
748
|
|
143
|
|
1,094
|
|
36
|
|
151
|
|
1,122
|
|
1,273
|
|
(247)
|
|
2005
|
40 years
|
Superior Office Building - Duluth, MN
|
|
1,063
|
|
336
|
|
2,200
|
|
83
|
|
336
|
|
2,283
|
|
2,619
|
|
(609)
|
|
2004
|
40 years
|
TCA Building - Eagan, MN
|
|
7,500
|
|
627
|
|
8,571
|
|
709
|
|
684
|
|
9,223
|
|
9,907
|
|
(2,406)
|
|
2003
|
40 years
|
Three Paramount Plaza - Bloomington, MN
|
|
0
|
|
1,261
|
|
6,149
|
|
1,972
|
|
1,348
|
|
8,034
|
|
9,382
|
|
(2,828)
|
|
2002
|
40 years
|
Thresher Square - Minneapolis, MN
|
|
0
|
|
1,094
|
|
10,026
|
|
1,693
|
|
1,104
|
|
11,709
|
|
12,813
|
|
(3,963)
|
|
2002
|
40 years
|
Timberlands - Leawood, KS
|
|
13,155
|
|
2,375
|
|
9,601
|
|
36
|
|
2,375
|
|
9,637
|
|
12,012
|
|
0
|
|
2006
|
40 years
|
UHC Office - International Falls, MN
|
|
900
|
|
119
|
|
2,366
|
|
80
|
|
119
|
|
2,446
|
|
2,565
|
|
(656)
|
|
2004
|
40 years
|
US Bank Financial Center - Bloomington, MN
|
|
13,104
|
|
3,117
|
|
13,350
|
|
1,586
|
|
3,119
|
|
14,934
|
|
18,053
|
|
(3,254)
|
|
2005
|
40 years
|
Wells Fargo Center - St Cloud, MN
|
|
6,002
|
|
869
|
|
8,373
|
|
1,448
|
|
869
|
|
9,821
|
|
10,690
|
|
(2,375)
|
|
2005
|
40 years
|
West River Business Park - Waite Park, MN
|
|
491
|
|
235
|
|
1,195
|
|
241
|
|
235
|
|
1,436
|
|
1,671
|
|
(371)
|
|
2003
|
40 years
|
Westgate - Boise, ID
|
|
3,989
|
|
1,000
|
|
10,618
|
|
1,933
|
|
1,000
|
|
12,551
|
|
13,551
|
|
(4,046)
|
|
2003
|
40 years
|
Whitewater Plaza - Minnetonka, MN
|
|
3,762
|
|
530
|
|
4,860
|
|
1,068
|
|
577
|
|
5,881
|
|
6,458
|
|
(1,982)
|
|
2002
|
40 years
|
Wirth Corporate Center - Golden Valley, MN
|
|
0
|
|
970
|
|
3,760
|
|
0
|
|
970
|
|
3,760
|
|
4,730
|
|
0
|
|
2002
|
40 years
|
Woodlands Plaza IV - Maryland Heights, MO
|
|
4,360
|
|
771
|
|
4,609
|
|
1,466
|
|
862
|
|
5,984
|
|
6,846
|
|
(1,261)
|
|
2006
|
40 years
|
Total Commercial Office
|
$
|
328,879
|
$
|
70,098
|
$
|
407,590
|
$
|
66,940
|
$
|
72,277
|
$
|
472,351
|
$
|
544,628
|
$
|
(121,892)
|
|
|
|
|
|
Initial Cost to Company
|
|
Gross amount at which carried at
close of period
|
|
|
|
||||||||||||
Description
|
Encumbrances
(1)
|
Land
|
Buildings &
Improvements
|
Costs capitalized
subsequent to
acquisition
|
Land
|
Buildings &
Improvements
|
Total
|
Accumulated
Depreciation
|
Date of
Construction
or Acquisition
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||
Commercial Healthcare
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2800 Medical Building - Minneapolis, MN
|
$
|
5,203
|
$
|
204
|
$
|
7,135
|
$
|
2,246
|
$
|
229
|
$
|
9,356
|
$
|
9,585
|
$
|
(2,691)
|
|
2005
|
40 years
|
2828 Chicago Avenue - Minneapolis, MN
|
|
8,217
|
|
726
|
|
11,319
|
|
5,627
|
|
729
|
|
16,943
|
|
17,672
|
|
(3,388)
|
|
2007
|
40 years
|
Airport Medical - Bloomington, MN
|
|
769
|
|
0
|
|
4,678
|
|
0
|
|
0
|
|
4,678
|
|
4,678
|
|
(1,614)
|
|
2002
|
40 years
|
Barry Pointe Office Park - Kansas City, MO
|
|
1,403
|
|
384
|
|
2,366
|
|
143
|
|
392
|
|
2,501
|
|
2,893
|
|
(467)
|
|
2007
|
40 years
|
Billings 2300 Grant Road - Billings, MT
|
|
1,447
|
|
649
|
|
1,216
|
|
0
|
|
649
|
|
1,216
|
|
1,865
|
|
(115)
|
|
2010
|
40 years
|
Burnsville 303 Nicollet Medical (Ridgeview) - Burnsville, MN
|
|
8,273
|
|
1,071
|
|
6,842
|
|
1,602
|
|
1,071
|
|
8,444
|
|
9,515
|
|
(1,328)
|
|
2008
|
40 years
|
Burnsville 305 Nicollet Medical (Ridgeview South) - Burnsville, MN
|
|
5,179
|
|
189
|
|
5,127
|
|
956
|
|
189
|
|
6,083
|
|
6,272
|
|
(901)
|
|
2008
|
40 years
|
Casper 1930 E 12th Street (Park Place) - Casper, WY
(2)
|
|
0
|
|
439
|
|
5,780
|
|
162
|
|
439
|
|
5,942
|
|
6,381
|
|
(692)
|
|
2009
|
40 years
|
Casper 3955 E 12th Street (Meadow Wind) - Casper, WY
(2)
|
|
0
|
|
388
|
|
10,494
|
|
181
|
|
459
|
|
10,604
|
|
11,063
|
|
(1,130)
|
|
2009
|
40 years
|
Cheyenne 4010 N College Drive (Aspen Wind) - Cheyenne, WY
(2)
|
|
0
|
|
628
|
|
10,272
|
|
260
|
|
629
|
|
10,531
|
|
11,160
|
|
(1,180)
|
|
2009
|
40 years
|
Cheyenne 4606 N College Drive (Sierra Hills) - Cheyenne, WY
(2)
|
|
0
|
|
695
|
|
7,455
|
|
40
|
|
695
|
|
7,495
|
|
8,190
|
|
(830)
|
|
2009
|
40 years
|
Denfeld Clinic - Duluth, MN
|
|
1,546
|
|
501
|
|
2,597
|
|
1
|
|
501
|
|
2,598
|
|
3,099
|
|
(653)
|
|
2004
|
40 years
|
Eagan 1440 Duckwood Medical - Eagan, MN
|
|
0
|
|
521
|
|
1,547
|
|
519
|
|
521
|
|
2,066
|
|
2,587
|
|
(541)
|
|
2008
|
40 years
|
Edgewood Vista - Belgrade, MT
|
|
0
|
|
35
|
|
779
|
|
6
|
|
35
|
|
785
|
|
820
|
|
(120)
|
|
2008
|
40 years
|
Edgewood Vista - Billings, MT
|
|
1,844
|
|
115
|
|
1,767
|
|
10
|
|
115
|
|
1,777
|
|
1,892
|
|
(275)
|
|
2008
|
40 years
|
Edgewood Vista - Bismarck, ND
|
|
0
|
|
511
|
|
9,193
|
|
139
|
|
511
|
|
9,332
|
|
9,843
|
|
(1,993)
|
|
2005
|
40 years
|
Edgewood Vista - Brainerd, MN
|
|
0
|
|
587
|
|
8,999
|
|
79
|
|
587
|
|
9,078
|
|
9,665
|
|
(1,950)
|
|
2005
|
40 years
|
Edgewood Vista - Columbus, NE
|
|
0
|
|
43
|
|
824
|
|
3
|
|
44
|
|
826
|
|
870
|
|
(126)
|
|
2008
|
40 years
|
Edgewood Vista - East Grand Forks, MN
|
|
2,809
|
|
290
|
|
1,352
|
|
24
|
|
290
|
|
1,376
|
|
1,666
|
|
(213)
|
|
2000
|
40 years
|
Edgewood Vista - Fargo, ND
|
|
12,418
|
|
775
|
|
20,870
|
|
13
|
|
775
|
|
20,883
|
|
21,658
|
|
(3,197)
|
|
2008
|
40 years
|
Edgewood Vista - Fremont, NE
|
|
573
|
|
56
|
|
490
|
|
43
|
|
56
|
|
533
|
|
589
|
|
(166)
|
|
2008
|
40 years
|
Edgewood Vista - Grand Island, NE
|
|
0
|
|
33
|
|
773
|
|
31
|
|
39
|
|
798
|
|
837
|
|
(120)
|
|
2008
|
40 years
|
Edgewood Vista - Hastings, NE
|
|
590
|
|
49
|
|
517
|
|
46
|
|
50
|
|
562
|
|
612
|
|
(181)
|
|
2008
|
40 years
|
Edgewood Vista - Hermantown I, MN
|
|
15,823
|
|
288
|
|
9,871
|
|
1,520
|
|
288
|
|
11,391
|
|
11,679
|
|
(3,589)
|
|
2000
|
40 years
|
Edgewood Vista - Hermantown II, MN
|
|
0
|
|
719
|
|
10,517
|
|
33
|
|
719
|
|
10,550
|
|
11,269
|
|
(2,273)
|
|
2005
|
40 years
|
Edgewood Vista - Kalispell, MT
|
|
592
|
|
70
|
|
502
|
|
615
|
|
70
|
|
1,117
|
|
1,187
|
|
(287)
|
|
2001
|
40 years
|
Edgewood Vista - Minot, ND
|
|
9,250
|
|
1,045
|
|
11,590
|
|
77
|
|
1,047
|
|
11,665
|
|
12,712
|
|
(1,007)
|
|
2010
|
40 years
|
Edgewood Vista - Missoula, MT
|
|
840
|
|
109
|
|
854
|
|
74
|
|
116
|
|
921
|
|
1,037
|
|
(385)
|
|
1996
|
40 years
|
Edgewood Vista - Norfolk, NE
|
|
0
|
|
42
|
|
722
|
|
9
|
|
42
|
|
731
|
|
773
|
|
(112)
|
|
2008
|
40 years
|
Edgewood Vista - Omaha, NE
|
|
374
|
|
89
|
|
547
|
|
45
|
|
89
|
|
592
|
|
681
|
|
(186)
|
|
2001
|
40 years
|
Edgewood Vista - Sioux Falls, SD
|
|
1,056
|
|
314
|
|
974
|
|
40
|
|
314
|
|
1,014
|
|
1,328
|
|
(155)
|
|
2008
|
40 years
|
|
|
Initial Cost to Company
|
|
Gross amount at which carried at
close of period
|
|
|
Life on which
depreciation in
latest income
statement is
computed
|
||||||||||||
Description
|
Encumbrances
(1)
|
Land
|
Buildings &
Improvements
|
Costs capitalized
subsequent to
acquisition
|
Land
|
Buildings &
Improvements
|
Total
|
Accumulated
Depreciation
|
Date of
Construction
or Acquisition
|
||||||||||
Commercial Healthcare
-
continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edgewood Vista - Spearfish, SD
|
$
|
0
|
$
|
315
|
$
|
8,584
|
$
|
69
|
$
|
330
|
$
|
8,638
|
$
|
8,968
|
$
|
(1,489)
|
|
2005
|
40 years
|
Edgewood Vista - Virginia, MN
|
|
13,460
|
|
246
|
$
|
11,823
|
|
137
|
|
246
|
|
11,960
|
|
12,206
|
|
(3,357)
|
|
2002
|
40 years
|
Edina 6363 France Medical - Edina, MN
|
|
9,830
|
|
0
|
|
12,675
|
|
2,500
|
|
0
|
|
15,175
|
|
15,175
|
|
(3,114)
|
|
2008
|
40 years
|
Edina 6405 France Medical - Edina, MN
|
|
8,473
|
|
0
|
|
12,201
|
|
41
|
|
0
|
|
12,242
|
|
12,242
|
|
(2,532)
|
|
2008
|
40 years
|
Edina 6517 Drew Avenue - Edina, MN
|
|
0
|
|
353
|
|
660
|
|
529
|
|
372
|
|
1,170
|
|
1,542
|
|
(519)
|
|
2002
|
40 years
|
Edina 6525 Drew Avenue - Edina, MN
|
|
0
|
|
388
|
|
117
|
|
0
|
|
388
|
|
117
|
|
505
|
|
(7)
|
|
2011
|
40 years
|
Edina 6525 France SMC II - Edina, MN
|
|
9,991
|
|
755
|
|
8,054
|
|
5,982
|
|
1,040
|
|
13,751
|
|
14,791
|
|
(5,805)
|
|
2003
|
40 years
|
Edina 6545 France SMC I - Edina MN
|
|
30,219
|
|
3,480
|
|
30,743
|
|
14,758
|
|
3,480
|
|
45,501
|
|
48,981
|
|
(16,225)
|
|
2001
|
40 years
|
Fresenius - Duluth, MN
|
|
648
|
|
50
|
|
1,520
|
|
2
|
|
50
|
|
1,522
|
|
1,572
|
|
(382)
|
|
2004
|
40 years
|
Garden View - St. Paul, MN
|
|
785
|
|
0
|
|
7,408
|
|
644
|
|
12
|
|
8,040
|
|
8,052
|
|
(2,466)
|
|
2002
|
40 years
|
Gateway Clinic - Sandstone, MN
|
|
895
|
|
66
|
|
1,699
|
|
1
|
|
66
|
|
1,700
|
|
1,766
|
|
(427)
|
|
2004
|
40 years
|
Healtheast St John & Woodwinds - Maplewood & Woodbury, MN
|
|
8,947
|
|
3,239
|
|
18,362
|
|
0
|
|
3,239
|
|
18,362
|
|
21,601
|
|
(6,407)
|
|
2000
|
40 years
|
High Pointe Health Campus - Lake Elmo, MN
|
|
7,500
|
|
1,305
|
|
10,528
|
|
1,678
|
|
1,329
|
|
12,182
|
|
13,511
|
|
(3,320)
|
|
2004
|
40 years
|
Jamestown Medical Office Building - Jamestown, ND
|
|
6,078
|
|
0
|
|
7,622
|
|
0
|
|
0
|
|
7,622
|
|
7,622
|
|
(464)
|
|
2013
|
40 years
|
Laramie 1072 N 22nd Street (Spring Wind) - Laramie, WY
(2)
|
|
0
|
|
406
|
|
10,151
|
|
17
|
|
406
|
|
10,168
|
|
10,574
|
|
(941)
|
|
2009
|
40 years
|
Legends at Heritage Place - Sartell, MN
|
|
0
|
|
970
|
|
9,920
|
|
0
|
|
970
|
|
9,920
|
|
10,890
|
|
(134)
|
|
2013
|
40 years
|
Mariner Clinic - Superior, WI
|
|
1,958
|
|
0
|
|
3,781
|
|
90
|
|
20
|
|
3,851
|
|
3,871
|
|
(974)
|
|
2004
|
40 years
|
Minneapolis 701 25th Avenue Medical - Minneapolis, MN
|
|
7,368
|
|
0
|
|
7,873
|
|
1,551
|
|
0
|
|
9,424
|
|
9,424
|
|
(1,471)
|
|
2008
|
40 years
|
Missoula 3050 Great Northern - Missoula, MT
|
|
1,510
|
|
640
|
|
1,331
|
|
0
|
|
640
|
|
1,331
|
|
1,971
|
|
(126)
|
|
2010
|
40 years
|
Nebraska Orthopaedic Hospital - Omaha, NE
|
|
11,516
|
|
0
|
|
20,272
|
|
1,615
|
|
0
|
|
21,887
|
|
21,887
|
|
(5,353)
|
|
2004
|
40 years
|
Park Dental - Brooklyn Center, MN
|
|
441
|
|
185
|
|
2,767
|
|
0
|
|
185
|
|
2,767
|
|
2,952
|
|
(804)
|
|
2002
|
40 years
|
Pavilion I - Duluth, MN
|
|
5,159
|
|
1,245
|
|
8,898
|
|
31
|
|
1,245
|
|
8,929
|
|
10,174
|
|
(2,219)
|
|
2004
|
40 years
|
Pavilion II - Duluth, MN
|
|
9,494
|
|
2,715
|
|
14,673
|
|
1,937
|
|
2,715
|
|
16,610
|
|
19,325
|
|
(5,264)
|
|
2004
|
40 years
|
Ritchie Medical Plaza - St Paul, MN
|
|
6,228
|
|
1,615
|
|
7,851
|
|
3,481
|
|
1,647
|
|
11,300
|
|
12,947
|
|
(2,350)
|
|
2005
|
40 years
|
Sartell 2000 23rd Street South - Sartell, MN
|
|
2,456
|
|
0
|
|
11,781
|
|
934
|
|
0
|
|
12,715
|
|
12,715
|
|
(3,782)
|
|
2002
|
40 years
|
Spring Creek-American Falls - American Falls, ID
|
|
2,210
|
|
145
|
|
3,870
|
|
0
|
|
145
|
|
3,870
|
|
4,015
|
|
(292)
|
|
2011
|
40 years
|
Spring Creek-Boise - Boise, ID
|
|
2,857
|
|
708
|
|
4,296
|
|
0
|
|
708
|
|
4,296
|
|
5,004
|
|
(348)
|
|
2011
|
40 years
|
Spring Creek-Eagle - Eagle, ID
|
|
2,034
|
|
263
|
|
3,775
|
|
0
|
|
263
|
|
3,775
|
|
4,038
|
|
(286)
|
|
2011
|
40 years
|
Spring Creek-Fruitland - Fruitland, ID
|
|
0
|
|
550
|
|
6,565
|
|
0
|
|
550
|
|
6,565
|
|
7,115
|
|
(57)
|
|
2014
|
40 years
|
Spring Creek-Meridian - Meridian, ID
|
|
3,360
|
|
424
|
|
6,724
|
|
0
|
|
424
|
|
6,724
|
|
7,148
|
|
(504)
|
|
2011
|
40 years
|
Spring Creek-Overland - Overland, ID
|
|
3,225
|
|
687
|
|
5,942
|
|
0
|
|
687
|
|
5,942
|
|
6,629
|
|
(465)
|
|
2011
|
40 years
|
|
|
Initial Cost to Company
|
|
Gross amount at which carried at
close of period
|
|
|
Life on which
depreciation in
latest income
statement is
computed
|
||||||||||||
Description
|
Encumbrances
(1)
|
Land
|
Buildings &
Improvements
|
Costs capitalized
subsequent to
acquisition
|
Land
|
Buildings &
Improvements
|
Total
|
Accumulated
Depreciation
|
Date of
Construction
or Acquisition
|
||||||||||
Commercial Healthcare
-
continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spring Creek-Soda Springs - Soda Springs, ID
|
$
|
796
|
$
|
66
|
$
|
2,124
|
$
|
33
|
$
|
66
|
$
|
2,157
|
$
|
2,223
|
$
|
(165)
|
|
2011
|
40 years
|
Spring Creek-Ustick - Meridian, ID
|
|
0
|
|
467
|
|
3,833
|
|
0
|
|
467
|
|
3,833
|
|
4,300
|
|
(268)
|
|
2011
|
40 years
|
St Michael Clinic - St Michael, MN
|
|
1,851
|
|
328
|
|
2,259
|
|
264
|
|
328
|
|
2,523
|
|
2,851
|
|
(447)
|
|
2007
|
40 years
|
Trinity at Plaza 16 - Minot, ND
|
|
4,854
|
|
568
|
|
9,009
|
|
125
|
|
674
|
|
9,028
|
|
9,702
|
|
(588)
|
|
2011
|
40 years
|
Wells Clinic - Hibbing, MN
|
|
1,365
|
|
162
|
|
2,497
|
|
2
|
|
162
|
|
2,499
|
|
2,661
|
|
(626)
|
|
2004
|
40 years
|
Total Commercial Healthcare
|
$
|
243,714
|
$
|
33,906
|
$
|
440,157
|
$
|
50,965
|
$
|
34,544
|
$
|
490,484
|
$
|
525,028
|
$
|
(105,843)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Industrial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bloomington 2000 W 94th Street - Bloomington, MN
(2)
|
$
|
0
|
$
|
2,133
|
$
|
4,097
|
$
|
1,200
|
$
|
2,187
|
$
|
5,243
|
$
|
7,430
|
$
|
(1,197)
|
|
2006
|
40 years
|
Eagan 2785 & 2795 Highway 55 - Eagan, MN
|
|
0
|
|
3,058
|
|
2,570
|
|
20
|
|
3,058
|
|
2,590
|
|
5,648
|
|
(401)
|
|
2008
|
40 years
|
Lexington Commerce Center - Eagan, MN
|
|
2,294
|
|
453
|
|
4,352
|
|
1,982
|
|
480
|
|
6,307
|
|
6,787
|
|
(2,639)
|
|
1999
|
40 years
|
Minot IPS - Minot, ND
(2)
|
|
0
|
|
416
|
|
5,635
|
|
0
|
|
416
|
|
5,635
|
|
6,051
|
|
(212)
|
|
2012
|
40 years
|
Stone Container - Fargo, ND
|
|
922
|
|
440
|
|
6,597
|
|
104
|
|
440
|
|
6,701
|
|
7,141
|
|
(2,776)
|
|
2001
|
40 years
|
Roseville 3075 Long Lake Road - Roseville, MN
|
|
0
|
|
810
|
|
526
|
|
106
|
|
810
|
|
632
|
|
1,442
|
|
(4)
|
|
2001
|
40 years
|
Urbandale 3900 106th Street - Urbandale, IA
|
|
10,564
|
|
3,680
|
|
9,893
|
|
1,683
|
|
3,863
|
|
11,393
|
|
15,256
|
|
(2,135)
|
|
2007
|
40 years
|
Woodbury 1865 Woodlane - Woodbury, MN
|
|
0
|
|
1,108
|
|
2,628
|
|
1,884
|
|
1,123
|
|
4,497
|
|
5,620
|
|
(834)
|
|
2007
|
40 years
|
Total Commercial Industrial
|
$
|
13,780
|
$
|
12,098
|
$
|
36,298
|
$
|
6,979
|
$
|
12,377
|
$
|
42,998
|
$
|
55,375
|
$
|
(10,198)
|
|
|
|
|
|
Initial Cost to Company
|
|
Gross amount at which carried at
close of period
|
|
|
Life on which
depreciation in
latest income
statement is
computed
|
|||||||||||||||
Description
|
Encumbrances
(1)
|
Land
|
Buildings &
Improvements
|
Costs capitalized
subsequent to
acquisition
|
Land
|
Buildings &
Improvements
|
Total
|
Accumulated
Depreciation
|
Date of
Construction
or Acquisition
|
|||||||||||||
Commercial Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
17 South Main - Minot, ND
|
$
|
78
|
$
|
15
|
$
|
75
|
$
|
197
|
$
|
17
|
$
|
270
|
$
|
287
|
$
|
(199)
|
|
2000
|
40 years
|
|||
Arrowhead First International Bank - Minot, ND
|
|
0
|
|
75
|
|
1,211
|
|
20
|
|
95
|
|
1,211
|
|
1,306
|
|
(34)
|
|
2013
|
40 years
|
|||
Burnsville 1 Strip Center - Burnsville, MN
|
|
0
|
|
208
|
|
773
|
|
205
|
|
208
|
|
978
|
|
1,186
|
|
(284)
|
|
2003
|
40 years
|
|||
Champlin South Pond - Champlin, MN
|
|
1,332
|
|
842
|
|
2,703
|
|
95
|
|
866
|
|
2,774
|
|
3,640
|
|
(722)
|
|
2004
|
40 years
|
|||
Chan West Village - Chanhassen, MN
|
|
12,690
|
|
5,035
|
|
14,665
|
|
2,025
|
|
5,624
|
|
16,101
|
|
21,725
|
|
(4,760)
|
|
2003
|
40 years
|
|||
Dakota West Plaza - Minot , ND
|
|
356
|
|
92
|
|
493
|
|
30
|
|
106
|
|
509
|
|
615
|
|
(108)
|
|
2006
|
40 years
|
|||
Duluth 4615 Grand - Duluth, MN
|
|
612
|
|
130
|
|
1,800
|
|
4
|
|
131
|
|
1,803
|
|
1,934
|
|
(453)
|
|
2004
|
40 years
|
|||
Duluth Denfeld Retail - Duluth, MN
|
|
2,023
|
|
276
|
|
4,699
|
|
162
|
|
297
|
|
4,840
|
|
5,137
|
|
(1,256)
|
|
2004
|
40 years
|
|||
Fargo Express Community - Fargo, ND
|
|
882
|
|
374
|
|
1,420
|
|
777
|
|
386
|
|
2,185
|
|
2,571
|
|
(507)
|
|
2003-2005
|
40 years
|
|||
Forest Lake Auto - Forest Lake, MN
|
|
0
|
|
50
|
|
446
|
|
13
|
|
50
|
|
459
|
|
509
|
|
(132)
|
|
2003
|
40 years
|
|||
Forest Lake Westlake Center - Forest Lake, MN
|
|
0
|
|
2,446
|
|
5,304
|
|
1,099
|
|
2,480
|
|
6,369
|
|
8,849
|
|
(1,651)
|
|
2003
|
40 years
|
|||
Grand Forks Carmike - Grand Forks, ND
|
|
1,426
|
|
184
|
|
2,360
|
|
2
|
|
184
|
|
2,362
|
|
2,546
|
|
(1,152)
|
|
1994
|
40 years
|
|||
Grand Forks Medpark Mall - Grand Forks, ND
|
|
0
|
|
681
|
|
4,808
|
|
231
|
|
722
|
|
4,998
|
|
5,720
|
|
(1,800)
|
|
2000
|
40 years
|
|||
Jamestown Buffalo Mall - Jamestown, ND
|
|
1,934
|
|
566
|
|
5,551
|
|
2,848
|
|
1,114
|
|
7,851
|
|
8,965
|
|
(1,746)
|
|
2003
|
40 years
|
|||
Jamestown Business Center - Jamestown, ND
|
|
399
|
|
297
|
|
1,023
|
|
1,330
|
|
333
|
|
2,317
|
|
2,650
|
|
(930)
|
|
2003
|
40 years
|
|||
Kalispell Retail Center - Kalispell, MT
|
|
971
|
|
250
|
|
2,250
|
|
973
|
|
253
|
|
3,220
|
|
3,473
|
|
(840)
|
|
2003
|
40 years
|
|||
Lakeville Strip Center - Lakeville, MN
|
|
874
|
|
46
|
|
1,142
|
|
852
|
|
94
|
|
1,946
|
|
2,040
|
|
(667)
|
|
2003
|
40 years
|
|||
Minot Arrowhead - Minot, ND
(2)
|
|
0
|
|
100
|
|
3,216
|
|
5,462
|
|
116
|
|
8,662
|
|
8,778
|
|
(1,718)
|
|
1973
|
40 years
|
|||
Minot Plaza - Minot, ND
(2)
|
|
777
|
|
50
|
|
453
|
|
147
|
|
80
|
|
570
|
|
650
|
|
(317)
|
|
1993
|
40 years
|
|||
Monticello C Store - Monticello, MN
|
|
0
|
|
65
|
|
770
|
|
37
|
|
97
|
|
775
|
|
872
|
|
(227)
|
|
2003
|
40 years
|
|||
Omaha Barnes & Noble - Omaha, NE
|
|
2,267
|
|
600
|
|
3,099
|
|
0
|
|
600
|
|
3,099
|
|
3,699
|
|
(1,433)
|
|
1995
|
40 years
|
|||
Pine City C-Store - Pine City, MN
|
|
0
|
|
83
|
|
357
|
|
12
|
|
83
|
|
369
|
|
452
|
|
(107)
|
|
2003
|
40 years
|
|||
Pine City Evergreen Square - Pine City, MN
|
|
0
|
|
154
|
|
2,646
|
|
597
|
|
385
|
|
3,012
|
|
3,397
|
|
(983)
|
|
2003
|
40 years
|
|||
Rochester Maplewood Square - Rochester, MN
|
|
0
|
|
3,275
|
|
8,610
|
|
2,089
|
|
3,652
|
|
10,322
|
|
13,974
|
|
(3,581)
|
|
1999
|
40 years
|
|||
St. Cloud Westgate - St. Cloud, MN
|
|
0
|
|
885
|
|
5,535
|
|
1,738
|
|
977
|
|
7,181
|
|
8,158
|
|
(1,729)
|
|
2004
|
40 years
|
|||
Weston Retail - Weston, WI
|
|
0
|
|
79
|
|
1,575
|
|
27
|
|
80
|
|
1,601
|
|
1,681
|
|
(448)
|
|
2003
|
40 years
|
|||
Weston Walgreens - Weston, WI
|
|
0
|
|
66
|
|
1,718
|
|
671
|
|
67
|
|
2,388
|
|
2,455
|
|
(471)
|
|
2006
|
40 years
|
|||
Total Commercial Retail
|
$
|
26,621
|
$
|
16,924
|
$
|
78,702
|
$
|
21,643
|
$
|
19,097
|
$
|
98,172
|
$
|
117,269
|
$
|
(28,255)
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Subtotal
|
$
|
997,689
|
$
|
185,371
|
$
|
1,541,588
|
$
|
269,072
|
$
|
205,017
|
$
|
1,791,014
|
$
|
1,996,031
|
$
|
(424,288)
|
|
|
|
|
|
Initial Cost to Company
|
|
Gross amount at which carried at
close of period
|
|
|
|
||||||||||||
Description
|
Encumbrances
(1)
|
Land
|
Buildings &
Improvements
|
Costs capitalized
subsequent to
acquisition
|
Land
|
Buildings &
Improvements
|
Total
|
Accumulated
Depreciation
|
Date of
Construction
or Acquisition
|
|
|||||||||
Unimproved Land
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Badger Hills - Rochester, MN
|
$
|
0
|
$
|
1,050
|
$
|
0
|
$
|
0
|
$
|
1,050
|
$
|
0
|
$
|
1,050
|
$
|
0
|
|
2012
|
|
Bismarck 4916 - Bismarck, ND
|
|
0
|
|
3,250
|
|
0
|
|
0
|
|
3,250
|
|
0
|
|
3,250
|
|
0
|
|
2013
|
|
Bismarck 700 E Main - Bismarck, ND
|
|
0
|
|
314
|
|
0
|
|
562
|
|
876
|
|
0
|
|
876
|
|
0
|
|
2008
|
|
Deer Ridge - Jamestown, ND
|
|
0
|
|
711
|
|
0
|
|
0
|
|
711
|
|
0
|
|
711
|
|
0
|
|
2013
|
|
Eagan - Eagan, MN
|
|
0
|
|
423
|
|
0
|
|
0
|
|
423
|
|
0
|
|
423
|
|
0
|
|
2006
|
|
Georgetown Square - Grand Chute, WI
|
|
0
|
|
1,860
|
|
0
|
|
0
|
|
1,860
|
|
0
|
|
1,860
|
|
0
|
|
2006
|
|
Grand Forks - Grand Forks, ND
|
|
0
|
|
4,278
|
|
0
|
|
0
|
|
4,278
|
|
0
|
|
4,278
|
|
0
|
|
2012
|
|
Isanti Unimproved - Isanti, MN
|
|
0
|
|
58
|
|
0
|
|
0
|
|
58
|
|
0
|
|
58
|
|
0
|
|
2014
|
|
Kalispell - Kalispell, MT
|
|
0
|
|
1,400
|
|
0
|
|
24
|
|
1,424
|
|
0
|
|
1,424
|
|
0
|
|
2003
|
|
Legends at Heritage Place - Sartell, MN
|
|
0
|
|
537
|
|
0
|
|
0
|
|
537
|
|
0
|
|
537
|
|
0
|
|
2013
|
|
Minot (Southgate Lot 4) - Minot, ND
|
|
0
|
|
890
|
|
0
|
|
0
|
|
890
|
|
0
|
|
890
|
|
0
|
|
2013
|
|
Minot Wells Fargo Bank - Minot, ND
|
|
0
|
|
992
|
|
0
|
|
0
|
|
992
|
|
0
|
|
992
|
|
0
|
|
2013
|
|
Monticello - Monticello, MN
|
|
0
|
|
115
|
|
0
|
|
2
|
|
117
|
|
0
|
|
117
|
|
0
|
|
2006
|
|
Rapid City Unimproved- Rapid City, SD
|
|
0
|
|
1,376
|
|
0
|
|
0
|
|
1,376
|
|
0
|
|
1,376
|
|
0
|
|
2014
|
|
Renaissance Heights - Williston, ND
|
|
0
|
|
2,229
|
|
0
|
|
1,348
|
|
3,577
|
|
0
|
|
3,577
|
|
0
|
|
2012
|
|
River Falls - River Falls, WI
|
|
0
|
|
176
|
|
0
|
|
4
|
|
180
|
|
0
|
|
180
|
|
0
|
|
2003
|
|
Spring Creek Fruitland - Fruitland, IA
|
|
0
|
|
339
|
|
0
|
|
0
|
|
339
|
|
0
|
|
339
|
|
0
|
|
2014
|
|
Urbandale - Urbandale, IA
|
|
0
|
|
5
|
|
0
|
|
109
|
|
114
|
|
0
|
|
114
|
|
0
|
|
2009
|
|
Weston - Weston, WI
|
|
0
|
|
812
|
|
0
|
|
0
|
|
812
|
|
0
|
|
812
|
|
0
|
|
2006
|
|
Total Unimproved Land
|
$
|
0
|
$
|
20,815
|
$
|
0
|
$
|
2,049
|
$
|
22,864
|
$
|
0
|
$
|
22,864
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial Cost to Company
|
|
Gross amount at which carried at
close of period
|
|
|
|
||||||||||||
Description
|
Encumbrances
(1)
|
Land
|
Buildings &
Improvements
|
Costs capitalized
subsequent to
acquisition
|
Land
|
Buildings &
Improvements
|
Total
|
Accumulated
Depreciation
|
Date of
Construction
or Acquisition
|
|
|||||||||
Development in Progress
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arcata - Golden Valley, MN
|
$
|
0
|
$
|
2,088
|
$
|
8,974
|
$
|
1,956
|
$
|
2,088
|
$
|
10,930
|
$
|
13,018
|
$
|
0
|
|
2013
|
|
Cardinal Point - Grand Forks, ND
|
|
0
|
|
1,600
|
|
0
|
|
5,229
|
|
1,600
|
|
5,229
|
|
6,829
|
|
0
|
|
2013
|
|
Chateau II - Minot, ND
|
|
0
|
|
240
|
|
1,842
|
|
16
|
|
240
|
|
1,858
|
|
2,098
|
|
0
|
|
2013
|
|
Commons at Southgate - Minot, ND
|
|
0
|
|
3,691
|
|
22,819
|
|
1,555
|
|
3,691
|
|
24,374
|
|
28,065
|
|
0
|
|
2013
|
|
Cypress Court II - St. Cloud, MN
|
|
0
|
|
447
|
|
5
|
|
1,128
|
|
447
|
|
1,133
|
|
1,580
|
|
0
|
|
2012
|
|
Dakota Commons - Williston, ND
|
|
0
|
|
823
|
|
7,293
|
|
898
|
|
823
|
|
8,191
|
|
9,014
|
|
0
|
|
2012
|
|
Red 20 - Minneapolis, MN
|
|
0
|
|
1,900
|
|
116
|
|
11,964
|
|
1,900
|
|
12,080
|
|
13,980
|
|
0
|
|
2013
|
|
Renaissance Heights I - Williston, ND
|
|
0
|
|
2,464
|
|
23,900
|
|
1,165
|
|
2,464
|
|
25,065
|
|
27,529
|
|
0
|
|
2013
|
|
Other
|
|
0
|
|
0
|
|
0
|
|
2,496
|
|
0
|
|
2,496
|
|
2,496
|
|
0
|
|
n/a
|
|
Total Development in Progress
|
$
|
0
|
$
|
13,253
|
$
|
64,949
|
$
|
26,407
|
$
|
13,253
|
$
|
91,356
|
$
|
104,609
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
997,689
|
$
|
219,439
|
$
|
1,606,537
|
$
|
297,528
|
$
|
241,134
|
$
|
1,882,370
|
$
|
2,123,504
|
$
|
(424,288)
|
|
|
|
(1)
|
Amounts in this column are the mortgages payable balances as of April 30, 2014. These amounts do not include amounts owing under the Company's multi-bank line of credit or under the Company's construction loans.
|
(2)
|
As of April 30, 2014, this property was included in the collateral pool securing the Company's $72.0 million multi-bank line of credit. The Company may add and remove eligible properties from the collateral pool if certain minimum collateral requirements are satisfied. Advances under the facility may not exceed 60% of the value of properties provided as security.
|
|
(in thousands)
|
|||||
|
2014
|
2013
|
2012
|
|||
|
|
|
|
|
|
|
Balance at beginning of year
|
$
|
2,032,970
|
$
|
1,892,009
|
$
|
1,770,798
|
Additions during year
|
|
|
|
|
|
|
Multi-Family Residential
|
|
84,117
|
|
113,859
|
|
47,433
|
Commercial Office
|
|
0
|
|
0
|
|
0
|
Commercial Healthcare
|
|
18,005
|
|
11,122
|
|
47,408
|
Commercial Industrial
|
|
0
|
|
5,900
|
|
0
|
Commercial Retail
|
|
0
|
|
1,240
|
|
2,316
|
Improvements and Other
|
|
34,637
|
|
36,375
|
|
35,176
|
|
|
2,169,729
|
|
2,060,505
|
|
1,903,131
|
Deductions during year
|
|
|
|
|
|
|
Cost of real estate sold
|
|
(85,030)
|
|
(21,953)
|
|
(3,498)
|
Impairment charge
|
|
(43,189)
|
|
(305)
|
|
(127)
|
Write down of asset and accumulated depreciation on impaired assets
|
|
(31,688)
|
|
0
|
|
0
|
Properties classified as held for sale during the year
|
|
(10,307)
|
|
(1,893)
|
|
(1,288)
|
Other
(A)
|
|
(3,484)
|
|
(3,384)
|
|
(6,209)
|
Balance at close of year
|
$
|
1,996,031
|
$
|
2,032,970
|
$
|
1,892,009
|
|
(in thousands)
|
|||||
|
2014
|
2013
|
2012
|
|||
|
|
|
|
|
|
|
Balance at beginning of year
|
$
|
46,782
|
$
|
27,599
|
$
|
9,693
|
Additions during year
|
|
|
|
|
|
|
Unimproved land acquisitions
|
|
2,079
|
|
9,177
|
|
2,718
|
Unimproved land moved to development in progress
|
|
2,870
|
|
0
|
|
0
|
Improvements and other
|
|
123,240
|
|
52,970
|
|
40,358
|
Deductions during year
|
|
|
|
|
|
|
Involuntary conversion
|
|
(7,052)
|
|
0
|
|
0
|
Development placed in service
(B)
|
|
(63,210)
|
|
(42,964)
|
|
(23,434)
|
Other
(C)
|
|
(100)
|
|
0
|
|
(1,736)
|
Balance at close of year
|
$
|
104,609
|
$
|
46,782
|
$
|
27,599
|
Total real estate investments
(D)
|
$
|
1,699,216
|
$
|
1,680,834
|
$
|
1,557,108
|
(A) | Consists of miscellaneous disposed assets. |
(B) | Includes development projects that are placed in service in phases. |
(C) | Consists of miscellaneous re-classed assets. |
(D) | The net basis of the Company's real estate investments for Federal Income Tax purposes was $1.5 billion, $1.5 billion and $1.4 billion at April 30, 2014, 2013 and 2012, respectively. |
3.1 | Articles of Amendment and Third Restated Declaration of Trust of Investors Real Estate Trust , as amended, filed herewith. |
3.2 | Third Restated Trustees' Regulations (Bylaws), dated May 16, 2007, as amended June 26, 2013 and incorporated herein by reference to the Company's Current Report on Form 8-K , filed with the SEC on July 2, 2013. |
3.3 | Agreement of Limited Partnership of IRET Properties, A North Dakota Limited Partnership, dated January 31, 1997, filed as Exhibit 3(ii) to the Registration Statement on Form S-11, effective March 14, 1997 (SEC File No. 333-21945) filed for the Registrant on February 18, 1997 (File No. 0-14851), and incorporated herein by reference. |
4.1 | Loan Agreement dated August 12, 2010 by and among IRET Properties, as borrower, the financial institutions party thereto as lenders, and First International Bank & Trust as lender and lead bank, incorporated herein by reference to the Company's Current Report on Form 8-K, filed with the SEC on August 18, 2010. |
4.2 | Third Amendment to Loan Agreement dated June 15, 2012 by and between IRET Properties, as borrower, and First International Bank & Trust, as lender, incorporated herein by reference to the Company's Current Report on Form 8-K, filed with the SEC on June 22, 2012. |
4.3 | Fifth Amendment to Loan Agreement dated August 9, 2013 by and between IRET Properties, as borrower, and First International Bank & Trust, as lender, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed August 14, 2013 and incorporated herein by reference. |
4.4 | Amended and Restated Loan Agreement dated November 20, 2013 by and between IRET Properties, as borrower, and First International Bank & Trust, as lender, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 25, 2013 and incorporated herein by reference. |
10.1 | Member Control and Operating Agreement dated September 30, 2002, filed as Exhibit 10 to the Company's Form 8-K filed October 15, 2003, and incorporated herein by reference. |
10.2 | Letter Agreement dated January 31, 2003, filed as Exhibit 10(i) to the Company's Form 8-K filed February 27, 2003, and incorporated herein by reference. |
10.3 | Option Agreement dated January 31, 2003, filed as Exhibit 10(ii) to the Company's Form 8-K filed February 27, 2003, and incorporated herein by reference. |
10.4 | Financial Statements of T.F. James Company filed as Exhibit 10 to the Company's Form 8-K filed January 31, 2003, and incorporated herein by reference. |
10.5 | Agreement for Purchase and Sale of Property dated February 13, 2004, by and between IRET Properties and the Sellers specified therein, filed as Exhibit 10.5 to the Company's Form 10-K filed July 20, 2004, and incorporated herein by reference. |
10.6 | Contribution Agreement, filed as Exhibit 10.1 to the Company's Form 8-K filed May 17, 2006, and incorporated herein by reference. |
10.7 | Loan and Security Agreement, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 18, 2006, and incorporated herein by reference. |
10.8* | Short-Term Incentive Program, filed as Exhibit 10.1 to the Company's Form 8-K filed June 4, 2012 and incorporated herein by reference. |
10.9* | Long-Term Incentive Program, filed as Exhibit 10.2 to the Company's Form 8-K filed June 4, 2012 and incorporated herein by reference. |
10.10 | Construction and Term Loan Agreement, filed as Exhibit 10.1 to the Company's Form 8-K filed March 21, 2013 and incorporated herein by reference. |
12.1 | Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Share Dividends, filed herewith. |
21.1 | Subsidiaries of Investors Real Estate Trust, filed herewith. |
23.1 | Consent of Independent Registered Public Accounting Firm, filed herewith. |
23.2 | Consent of Independent Registered Public Accounting Firm, filed herewith |
31.1 | Section 302 Certification of President and Chief Executive Officer, filed herewith. |
31.2 | Section 302 Certification of Executive Vice President and Chief Financial Officer, filed herewith. |
32.1 | Section 906 Certification of the President and Chief Executive Officer, filed herewith. |
32.2 | Section 906 Certification of the Executive Vice President and Chief Financial Officer, filed herewith. |
101 | The following materials from our Annual Report on Form 10-K for the year ended April 30, 2013 formatted in eXtensible Business Reporting Language ("XBRL"): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Equity, (iv) the Consolidated Statements of Cash Flows, and (v) notes to these consolidated financial statements. (1) |
* | Indicates management compensatory plan, contract or arrangement. |
(1) | Users of this data are advised pursuant to Rule 406T of Regulation S-T that these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, are deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under these sections. |
I.
|
Investors Real Estate Trust, a North Dakota real estate investment trust (the "Trust"), desires to amend and restate its Second Restated Declaration of Trust, as currently in effect, in the manner hereinafter set forth.
|
II.
|
The amendment to and restatement of the declaration of trust of the Trust as hereinafter set forth was advised by the Board of Trustees (the "Board") of the Trust and approved by the shareholders (the "Shareholders") of the Trust as required by law.
|
III.
|
The Trustees desire that the Trust continue to qualify as a "real estate investment trust" under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and under Chapter 10-34 of the North Dakota Century Code, as amended ("Chapter 10-34"), so long as such qualification, in the opinion of the Trustees, is advantageous to the Shareholders of the Trust.
|
a)
|
The Trust governed by this Amended and Restated Declaration of Trust (as amended, supplemented or restated from time to time, this "Declaration of Trust") is herein referred to as the "Trust" and shall be known by the name "Investors Real Estate Trust." So far as may be practicable, legal and convenient, the affairs of the Trust shall be conducted and transacted under such name, which name shall not refer to the Trustees individually or personally or to the beneficiaries or Shareholders of the Trust, or to any officers, employees or agents of the Trust.
|
b)
|
Legal title to all of the properties subject from time to time to this Declaration of Trust shall be transferred to, vested in and held by the Trust in its own name except that the Board shall have the power to cause legal title to any property of the Trust to be held by and/or in the name of any other individual as nominee, on such terms, in such manner and with such powers as the Board may determine, provided that the interest of the Trust therein is, in the judgment of the Board, appropriately protected.
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c)
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The Trust shall have the authority to operate under an assumed name or names in such state or states or any political subdivision thereof where it would not be legal, practical or convenient to operate in the name of the Trust. The Trust shall have the authority to file such assumed name certificates or other instruments in such places as may be required by applicable law to operate under such assumed name or names.
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a) | " Affiliate " means any one of the following: |
i.
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Any person or entity directly or indirectly owning, controlling, or holding, with power to vote ten percent (10%) or more of the outstanding voting securities of such entity.
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ii.
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Any entity ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by such person or entity.
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iii.
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Any person or entity directly or indirectly controlling, controlled by, or under common control with such other person or entity.
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iv.
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Any executive officer, director, trustee, or general partner of such other person or entity.
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v.
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Any entity for which such person or entity acts as an executive officer, director, Trustee or general partner.
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b) | " Beneficial Ownership " means, except as provided below in the following sentence, ownership of Shares by a Person (whether or not treated as an individual for purposes of Section 544 of the Code) who is or would be treated as an owner of such Shares either directly or constructively through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. "Beneficial Ownership" shall also mean beneficial ownership as defined under Rule 13(d) under the Securities Exchange Act of 1934, as amended, and, with respect to such meaning, Beneficial Ownership by any Person shall include Beneficial Ownership by other Persons who are part of the same group as the original Person for purposes of such Rule 13(d). The terms "Beneficial Owner," "Beneficially Owns," "Beneficially Own" and "Beneficially Owned" shall have correlative meanings. |
c) | " Charitable Beneficiary " means an organization or organizations described in Sections 170(b)(1)(A) and 170(c) of the Code and identified by the Board as the beneficiary or beneficiaries of the Excess Share Trust. |
d) | " Code " means the Internal Revenue Code of 1986, as amended from time to time. |
e) | " Constructive Ownership " means ownership of Shares by a Person who would be treated as an owner of such Shares, either directly or constructively through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms "Constructive Owner," "Constructively Owns," "Constructively Owning" and "Constructively Owned" shall have correlative meanings. |
f) | " Excess Shares " means Shares resulting from an exchange described in subsection (b) of Article II, Section 5. |
g) | " Excess Share Trust " means the trust created pursuant to subsections (b) and (n) of Article II, Section 5. |
h) | " Excess Share Trustee " means a person, who shall be unaffiliated with the Trust, any Purported Beneficial Transferee and any Purported Record Transferee, identified by the Board as the trustee of the Excess Share Trust. |
i) | " Market Price " means the last reported sales price reported on the NASDAQ National Market (or such other similar exchange on which the Shares are listed and sold) for Shares on the trading day immediately preceding the relevant date, or if not then traded on the NASDAQ National Market (or such other similar exchange on which the Shares are listed and sold), the last reported sales price for Shares on the trading day immediately preceding the relevant date as reported on any exchange or quotation system over or through which such Shares may be traded, or if not then traded over or through any exchange or quotation system, then the market price of such Shares on the relevant date as determined in good faith by the Board. |
j) | " Non-U.S. Person " means a Person other than a U.S. Person. |
k) | " Ownership Limit " shall initially mean 9.8%, in number of Shares or value, of the outstanding Shares, and, after any adjustment as set forth in subsection (i) of Article II, Section 5, means such lesser or greater percentage of the outstanding Shares as so adjusted. The number and value of the outstanding Shares of the Trust shall be determined by the Board in good faith, which determination shall be conclusive for all purposes hereof. |
l) | " Person " means an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity. |
m) | " Purported Beneficial Transferee " means, with respect to any purported Transfer that results in Excess Shares, as defined in subsection (b) of Article II, Section 5, the beneficial holder of such Shares, if such Transfer had been valid under subsection (a) of Article II, Section 5. |
n) | " Purported Record Transferee " means, with respect to any purported Transfer that results in Excess Shares, as defined in subsection (b) of Article II, Section 5, the record holder of such Shares, if such Transfer had been valid under subsection (a) of Article II, Section 5. |
o) | " REIT " means a real estate investment trust under Section 856 of the Code. |
p) | " REIT Provisions of the Code " means Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to REITs (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder. |
q) | " Restriction Period " shall mean the time period from and including the date of the adoption of the ownership restrictions contained in Section 5 hereof, which shall be deemed to occur upon the Board's adoption of this Third Restated Declaration of Trust, until the Board determines that it is no longer in the best interests of the Trust to continue to qualify as a REIT. |
r) | " Shares " means the shares of beneficial interest of the Trust as may be authorized and issued from time to time pursuant to this Declaration of Trust. |
s) | " Transfer " means any sale, transfer, gift, assignment, devise or other disposition of Shares (including (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of such Shares, (ii) the sale, transfer, assignment or other disposition of any securities or rights convertible into or exchangeable for such Shares, but excluding the exchange of Units, debt or any security of the Trust for such Shares and (iii) any transfer or other disposition of any interest in such Shares as a result of a change in the marital status of the holder thereof), whether voluntary or involuntary, whether of record, constructively or beneficially and whether by operation of law or otherwise. The terms "Transfers" and "Transferred" shall have correlative meanings. |
t) | " Units " means units or other equity interests of any partnership or other entity (which for purposes of the provisions hereof shall include IRET Properties, a North Dakota Limited Partnership) that are convertible into or exchangeable for Shares or in respect of which any Shares may be issued in satisfaction of a unitholder's redemption right. |
u) | " U.S. Person " means a person defined as a "United States Person" in Section 7701(a)(30) of the Code. |
a) | Ownership Limitation : |
i. | Except as provided in subsections (j) and (s) of this Section 5 and subject to subsection (a)(vii) of thisSection 5, during the Restriction Period, no Person or Persons acting as a group shall Beneficially Own Shares in excess of the Ownership Limit. |
ii. | Except as provided in subsections (j) and (s) of this Section 5 and subject to subsection (a)(vii) of this Section 5, during the Restriction Period, any Transfer that, if effective, would result in any Person Beneficially Owning Shares in excess of the Ownership Limit shall be void ab initio as to the Transfer of Shares that would be otherwise Beneficially Owned by such Person in excess of the Ownership Limit; and the intended transferee shall acquire no rights in such Shares. |
iii. | Except as provided in subsections (j) and (s) of this Section 5 and subject to subsection (a)(vii) of this Section 5, during the Restriction Period, any Transfer that, if effective, would result in Shares being beneficially owned (as provided in Section 856(a) of the Code) by fewer than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio as to the Transfer of Shares that would be otherwise beneficially owned (as provided in Section 856(a) of the Code) by the transferee; and the intended transferee shall acquire no rights in such Shares. |
v. | Subject to subsection (a)(vii) of this Section 5, during the Restriction Period, any Transfer to a Non-U.S. Person shall be void ab initio as to the Transfer of such Shares if, as a result of such Transfer, the fair market value of Shares owned directly or indirectly by Non-U.S. Persons would comprise 50% or more of the fair market value of the issued and outstanding Shares of the Trust; and such Non-U.S. Person shall acquire no rights in such Shares. |
vi | Subject to subsection (a)(vii) of this Section 5, during the Restriction Period, any Transfer that, if effective, would result in the disqualification of the Trust as a REIT by virtue of actual, Beneficial or Constructive Ownership of Shares shall be void ab initio as to such portion of the Transfer that would cause such disqualification; and the intended transferee shall acquire no rights in such Shares. |
vii | Nothing contained in this Section 5 shall preclude the settlement of any transaction entered into through the facilities of the NASDAQ National Market (or such other similar exchange on which the Shares are listed and sold). The fact that the settlement of any transaction is permitted shall not negate the effect of any other provision of this Section 5, and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Section 5. |
b) | Excess Shares . |
i. | Notwithstanding the other provisions contained in this Section 5, if, during the Restriction Period, there is a purported Transfer that is not void ab initio pursuant to subsection (a) of this Section 5 such that any Person would Beneficially Own Shares in excess of the Ownership Limit, then, except as otherwise provided in subsection (j) of this Section 5, Shares directly owned by such Person, shall be automatically exchanged for an equal number of Excess Shares until such Person does not Beneficially Own Shares in excess of the Ownership Limit. Such exchange shall be effective as of the close of business on the business day prior to the date of the purported Transfer. If, after exchanging all of the Shares owned directly by a Person, such Person still Beneficially Owns Shares in excess of the Ownership Limit, Shares owned by such Person constructively through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code, shall be exchanged for an equal number of Excess Shares until such Person does not Beneficially Own Shares in excess of the Ownership Limit. If such Person owns Shares constructively through one or more Persons and the Shares held by such other Persons must be exchanged for an equal number of Excess Shares, the exchange of Shares by such other Persons shall be pro rata. |
ii. | Notwithstanding the other provisions contained in this Section 5, if, during the Restriction Period, there is a purported Transfer or any sale, transfer, gift, assignment, devise or other disposition of Shares or other interests of a direct or indirect Shareholder of the Trust that is not void ab initio pursuant to subsection (a) of this Section 5 and that, if effective, would cause the Trust to become "closely held" within the meaning of Section 856(h) of the Code, then any Shares being Transferred that would cause the Trust to be "closely held" within the meaning of Section 856(h) of the Code (rounded up to the nearest whole Share) shall be automatically exchanged for an equal number of Excess Shares and be treated as provided in this Section 5. Such designation and treatment shall be effective as of the close of business on the business day prior to the date of the purported Transfer. If, after the exchange of any such Shares, the Trust is still "closely held" within the meaning of Section 856(h) of the Code, any individual whose Beneficial Ownership of Shares in the Trust increased as a result of the sale, transfer, gift, assignment, devise or other disposition of shares or other interests of a direct or indirect Shareholder of the Trust or any other event and is one of the five individuals who caused the Trust to be "closely held" within the meaning of Section 856(h) of the Code, shall exchange Shares owned directly for an equal number of Excess Shares until the Trust is not "closely held" within the meaning of Section 856(h) of the Code. If similarly situated individuals exist, the exchange shall be pro rata. If, after applying the foregoing provisions, the Trust is still "closely held" within the meaning of Section 856(h) of the Code, then any Shares constructively owned by such individuals shall be exchanged for Excess Shares, on a pro rata basis among similarly situated individuals, until the Trust is not "closely held" within the meaning of Section 856(h) of the Code. |
iii.
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If, during the Restriction Period, an event other than a purported Transfer (an "Event") occurs that would cause any Person to Beneficially Own Shares in excess of the Ownership Limit, then, except as otherwise provided in subsection (j) of this Section 5, Shares Beneficially Owned by such Person shall be automatically exchanged for an equal number of Excess Shares to the extent necessary to eliminate such excess ownership. Such exchange shall be effective as of the close of business on the business day prior to the date of the Event. In determining which Shares are exchanged, Shares Beneficially Owned by any Person who caused the Event to occur shall be exchanged before any Shares not so held are exchanged. If similarly situated Persons exist, the exchange shall be pro rata. If any Person is required to exchange Shares pursuant to this subsection (b)(iii), such Person shall first exchange Shares directly held by such Person before exchanging Shares owned constructively through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. If such Person owns Shares constructively through one or more Persons and the Shares held by such other Persons must be exchanged for an equal number of Excess Shares, the exchange of Shares by such other Persons shall be pro rata.
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iv. | If, during the Restriction Period, an Event occurs that would cause the Trust to become "closely held" within the meaning of Section 856(h) of the Code, then Shares Beneficially Owned by any Person shall be automatically exchanged for an equal number of Excess Shares to the extent necessary to eliminate such excess ownership. Such exchange shall be effective as of the close of business on the business day prior to the date of the Event. In determining which Shares are exchanged, Shares Beneficially Owned by any Person who caused the Event to occur shall be exchanged before any Shares not so held are exchanged. If similarly situated Persons exist, the exchange shall be pro rata. If any Person is required to exchange Shares pursuant to this subsection (b)(iv), such Person shall first exchange Shares directly held by such Person before exchanging Shares owned constructively through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. If any Person owns Shares constructively through one or more Persons and the Shares held by such other Persons must be exchanged for an equal number of Excess Shares, the exchange of Shares by such other Persons shall be pro rata. |
v. | If, notwithstanding the other provisions contained in this Article II, there is a purported Transfer that is not void ab initio pursuant to subsection (a) of this Section 5 to (A) a Non-U.S. Person or (B) a U.S. Person whose Shares would be treated as owned indirectly by a Non-U.S. Person, then any Shares being Transferred that would result in the fair market value of Shares owned directly or indirectly by Non-U.S. Persons comprising 50% or more of the fair market value of the issued and outstanding Shares of the Trust shall be automatically exchanged for an equal number of Excess Shares and be treated as provided in this Section 5. Such designation and treatment shall be effective as of the close of business on the business day prior to the date of the purported Transfer. |
vi. | If, notwithstanding the other provisions contained in this Article II, there is an event other than those described in subsection (b)(v) of this Section 5 (a "Non-U.S. Event") that would result in the fair market value of Shares owned directly or indirectly by Non-U.S. Persons comprising 50% or more of the fair market value of the issued and outstanding Shares of the Trust, then Shares owned directly or indirectly by Non-U.S. Persons shall be automatically exchanged for an equal number of Excess Shares to the extent necessary to eliminate such excess ownership. Such exchange shall be effective as of the close of business on the business day prior to the date of the Non-U.S. Event. In determining which Shares are exchanged, Shares owned directly or indirectly by any Non-U.S. Person who caused the Non-U.S. Event to occur shall be exchanged before any Shares not so held are exchanged. If similarly situated Persons exist, the exchange shall be pro rata. If the Non-U.S. Event was not caused by a Non-U.S. Person, Shares owned directly or indirectly by Non-U.S. Persons shall be chosen by random lot and exchanged for Excess Shares until Non-U.S. Persons do not own directly or indirectly 50% or more of the issued and outstanding Shares. |
vii. | Notwithstanding the other provisions contained in this Section 5, if, during the Restriction Period, there is a purported Transfer or any sale, transfer, gift, assignment, devise or other disposition of Shares or other interests of a direct or indirect Shareholder of the Trust that, if effective, would result in the disqualification of the Trust as a REIT by virtue of actual, Beneficial or Constructive Ownership of Shares, then any Shares being Transferred that would result in such disqualification shall be automatically exchanged for an equal number of Excess Shares and shall be treated as provided in this Section 5. Such designation and treatment shall be effective as of the close of business on the business day prior to the date of the purported Transfer. |
viii. | If, during the Restriction Period, notwithstanding the other provisions contained in this Section 5, there is an event (a "Prohibited Owner Event") that would result in the disqualification of the Trust as a REIT by virtue of actual, Beneficial or Constructive Ownership of Shares, then Shares that would result in the disqualification of the Trust shall be automatically exchanged for an equal number of Excess Shares to the extent necessary to avoid such disqualification. Such exchange shall be effective as of the close of business on the business day prior to the date of the Prohibited Owner Event. In determining which Shares are exchanged, Shares owned directly or indirectly by any Person who caused the Prohibited Owner Event to occur shall be exchanged before any Shares not so held are exchanged. If similarly situated Persons exist, the exchange shall be pro rata. If the Trust is still disqualified, Shares owned directly or indirectly by Persons who did not cause the Prohibited Owner Event to occur shall be chosen by random lot and exchanged for Excess Shares until the Trust is no longer disqualified as a REIT. |
c) | Prevention of Transfer . If the Board or its designee shall at any time determine in good faith that a Transfer has taken place in violation of subsection (a) of this Section 5 or that a Person intends to acquire or has attempted to acquire Beneficial Ownership (determined without reference to any rules of attribution) of any Shares in violation of subsection (a) of this Section 5, the Board or its designee shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer, including, but not limited to, refusing to give effect to such Transfer on the books of the Trust or instituting proceedings to enjoin such Transfer; provided, however, that any Transfers or attempted Transfers in violation of subsection (a) of this Section 5 shall automatically result in the designation and treatment described in subsection (b) of this Section 5, irrespective of any action (or non-action) by the Board. |
d) | Notice to Trust . Any Person who acquires or attempts to acquire Shares in violation of subsection (a) of this Section 5, or any Person who is a transferee such that Excess Shares result under subsection (b) of this Section 5, shall immediately give written notice or, with respect to a proposed or attempted Transfer, give at least thirty (30) days' prior written notice to the Trust of such event and shall provide to the Trust such other information as the Trust may request in order to determine the effect, if any, of such Transfer or attempted Transfer on the Trust's status as a REIT. |
e) | Information for Trust . During the Restriction Period: |
i. | Every Beneficial Owner of more than 5% (or such other percentage, between 0.5% and 5%, as provided in the income tax regulations promulgated under the Code) of the number of outstanding Shares of the Trust shall, within thirty (30) days after January 1 of each year, give written notice to the Trust stating the name and address of such Beneficial Owner, the number of Shares Beneficially Owned and a description of how such Shares are held; and each such Beneficial Owner shall provide to the Trust such additional information as the Trust may reasonably request in order to determine the effect, if any, of such Beneficial Ownership on the Trust's status as a REIT; and |
ii. | Each Person who is a Beneficial Owner of Shares and each Person (including the Shareholder of record) who is holding Shares for a Beneficial Owner, shall provide to the Trust in writing such information with respect to direct, indirect and constructive ownership of Shares as the Board deems reasonably necessary to comply with the provisions of the Code applicable to a REIT, to determine the Trust's status as a REIT, to comply with the requirements of any taxing authority or governmental agency or to determine any such compliance. |
f) | Other Action by Board . Subject to subsection (a) of this Section 5, nothing contained in this Section 5 shall limit the authority of the Board to take such other action as it deems necessary or advisable to protect the Trust and the interests of its Shareholders by preservation of the Trust's status as a REIT. |
g) | Ambiguities . In the case of an ambiguity in the application of any of the provisions of this Section 5, including any definition set forth in Article I, Section 6, the Board shall have the power to determine the application of the provisions of this Section 5 with respect to any situation based on the facts known to it. |
h) | Increase or Decrease in Ownership Limit . Subject to the limitations provided in subsection (i) of this Section 5, the Board may from time to time increase or decrease the Ownership Limit; provided, however, that any decrease may only be made prospectively as to subsequent holders (other than a decrease as a result of a retroactive change in existing law that would require a decrease to retain REIT status, in which case such decrease shall be effective immediately). |
i) | Limitations on Changes in Ownership Limits . |
i. | The Ownership Limit may not be increased if, after giving effect to such increase, five individual Beneficial Owners of Shares could Beneficially Own, in the aggregate, more than 49.9% in number or value of the outstanding Shares. |
ii. | Prior to the modification of any Ownership Limit pursuant to subsection (h) of this Section 5, the Board may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or ensure the Trust's status as a REIT. |
j) | Waivers by the Board . The Board, upon receipt of a ruling from the Internal Revenue Service, an opinion of counsel to the effect that such exemption will not result in the Trust being "closely held" within the meaning of Section 856(h) of the Code, or such other evidence as the Board deems necessary in its sole discretion, may exempt, on such conditions and terms as the Board deems necessary in its sole discretion, a Person from the Ownership Limit if the Board obtains such representations and undertakings from such Person as the Board may deem appropriate and such Person agrees that any violation or attempted violation shall result in, to the extent necessary, the exchange of Shares held by such Person for Excess Shares in accordance with subsection (b) of this Section 5. |
k) | Legend . Each certificate for Shares shall bear substantially the following legend: |
l) | Severability . If any provision of this Section 5 or any application of any such provision is determined to be void, invalid or unenforceable by any court having jurisdiction over the issue, the validity and enforceability of the remaining provisions shall be affected only to the extent necessary to comply with the determination of such court. |
m) | Transfer of Excess Shares . Upon any purported Transfer that results in Excess Shares pursuant to subsection (b) of this Section 5, such Excess Shares shall be deemed to have been transferred to the Excess Share Trustee, as trustee of a special trust for the exclusive benefit of the Charitable Beneficiary or Charitable Beneficiaries to whom an interest in such Excess Shares may later be transferred pursuant to subsection (b) of this Section 5. Excess Shares so held in trust shall be issued and outstanding Shares of the Trust. The Purported Record Transferee or Purported Record Holder shall have no rights in such Excess Shares except as provided in subsection (q) of this Section 5. The Excess Share Trustee shall receive reasonable compensation for his or her work, and the reimbursement of any reasonable expenses; said compensation and reimbursement shall be paid out of the proceeds generated by distributions upon, or if necessary the sale of, the Excess Shares. |
n) | Distributions on Excess Shares . Any dividends (whether taxable as a dividend, return of capital or otherwise) on Excess Shares shall be paid to the Excess Share Trust for the benefit of the Charitable Beneficiary. Upon liquidation, dissolution or winding up, the Purported Record Transferee shall receive the lesser of (i) the amount of any distribution made upon liquidation, dissolution or winding up or (ii) the price paid by the Purported Record Transferee for the Shares, or if the Purported Record Transferee did not give value for the Shares, the Market Price of the Shares on the day of the event causing the Shares to be held in trust. Any such dividend paid or distribution paid to the Purported Record Transferee in excess of the amount provided in the preceding sentence prior to the discovery by the Trust that the Shares with respect to which the dividend or distribution was made had been exchanged for Excess Shares shall be repaid to the Excess Share Trust for the benefit of the Charitable Beneficiary. |
o) | Voting of Excess Shares . The Excess Share Trustee shall be entitled to vote the Excess Shares for the benefit of the Charitable Beneficiary on any matter. Any vote taken by a Purported Record Transferee prior to the discovery by the Trust that the Excess Shares were held in trust shall, subject to applicable law, be rescinded ab initio , provided, however, that if the Trust has taken irreversible action, a vote need not be rescinded. The owner of the Excess Shares shall be deemed to have given an irrevocable proxy to the Excess Share Trustee to vote the Excess Shares for the benefit of the Charitable Beneficiary. |
p) | Non-Transferability of Excess Shares . Excess Shares shall be transferable only as provided in this subsection (p). At the direction of the Board, the Excess Share Trustee shall transfer the Shares held in the Excess Share Trust to a Person whose ownership of the Shares will not violate the Ownership Limit. If Shares were transferred to the Excess Share Trustee pursuant to subsection (b)(i), (b)(ii), (b)(iii) or (b)(iv) of this Section 5, at the direction of the Board, the Excess Share Trustee shall transfer the Shares held by the Excess Share Trustee to a Person who makes the highest offer for the Excess Shares and pays the purchase price and whose ownership of the Shares will not violate the Ownership Limit. If Shares were transferred to the Excess Shares Trustee pursuant to subsection (b)(v) or (b)(vi) of this Section 5, at the direction of the Board, the Excess Share Trustee shall transfer the Shares held by the Excess Share Trustee to the U.S. Person who makes the highest offer for the Excess Shares and pays the purchase price. If such a transfer is made to a Person, the interest of the Charitable Beneficiary shall terminate and proceeds of the sale shall be payable to the Purported Record Transferee and to the Charitable Beneficiary. The Purported Record Transferee shall receive (i) the lesser of (A) the price paid by the Purported Record Transferee for the Shares or, if the Purported Record Transferee did not give value for the Shares, the Market Price of the Shares on the day of the event causing the Shares to be held in trust, and (B) the price received by the Excess Share Trust from the sale or other disposition of the Shares minus (ii) any dividend paid or distribution paid to the Purported Record Transferee that the Purported Record Transferee was under an obligation to repay to the Excess Share Trustee but has not repaid to the Excess Share Trustee at the time of the distribution of the proceeds, and minus (iii) any compensation and expense reimbursement paid to the Excess Share Trustee pursuant to subsection (m) of this Section 5. Any proceeds in excess of the amount payable to the Purported Record Transferee shall be paid to the Charitable Beneficiary. Prior to any transfer of any Excess Shares by the Excess Share Trustee, the Trust must have waived in writing its purchase rights under subsection (r) of this Section 5. It is expressly understood that the Purported Record Transferee may enforce the provisions of this Section 5 against the Charitable Beneficiary. |
q) | Acting as Agent . If any of the foregoing restrictions on transfer of Excess Shares is determined to be void, invalid or unenforceable by any court of competent jurisdiction, then the Purported Record Transferee may be deemed, at the option of the Trust, to have acted as an agent of the Trust in acquiring such Excess Shares and to hold such Excess Shares on behalf of the Trust. |
r) | Call by Trust on Excess Shares . Excess Shares shall be deemed to have been offered for sale to the Trust, or its designee, at a price per Share equal to the lesser of (i) the price per Share in the transaction that created such Excess Shares (or, in the case of a devise, gift or other transaction in which no value was given for such Excess Shares, the Market Price at the time of such devise, gift or other transaction) and (ii) the Market Price of the Shares to which such Excess Shares relate on the date the Trust, or its designee, accepts such offer (the "Redemption Price"). The Trust shall have the right to accept such offer for a period of 90 days after the later of (A) the date of the Transfer that resulted in such Excess Shares and (B) the date the Board determines in good faith that a Transfer resulting in Excess Shares has occurred, if the Trust does not receive a notice of such Transfer pursuant to subsection (d) of this Section 5, but in no event later than a permitted Transfer pursuant to and in compliance with the terms of subsection (p) of this Section 5. Unless the Board determines that it is in the interests of the Trust to make earlier payments of all of the amount determined as the Redemption Price per Share in accordance with the preceding sentence, the Redemption Price may be payable at the option of the Board at any time up to but not later than five years after the date the Trust accepts the offer to purchase the Excess Shares. In no event shall the Trust have an obligation to pay interest to the Purported Record Transferee. |
s) | Underwritten Offerings . The Ownership Limit shall not apply to the acquisition of Shares or rights, options or warrants for, or securities convertible into, Shares by an underwriter in a public offering, provided that the underwriter makes a timely distribution of such Shares or rights, options or warrants for, or securities convertible into, Shares. |
a)
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There shall be an annual meeting of Shareholders at such time and place, either within or without the State of North Dakota, as the Board shall prescribe, at which Trustees shall be elected or re-elected and any other proper business may be conducted. The annual meeting of Shareholders shall be held upon proper notice at a convenient location and within a reasonable period following delivery of the annual report. Special meetings of Shareholders may be called by a majority of the Trustees, or by the Chief Executive Officer of the Trust, and shall be called upon the written request of Shareholders holding in the aggregate not less than 10 percent (10%) of the outstanding Shares entitled to vote in the manner provided in the Bylaws. If there shall be no Trustees, the officers of the Trust shall promptly call a special meeting of the Shareholders for the election of successor Trustees. Written or printed notice stating the place, date and time of the Shareholders' meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than fifteen (15) nor more than seventy-five (75) days before the day of the meeting either personally or by mail, by or at the direction of the Board or any officer or the person calling the meeting, to each Shareholder of record entitled to vote at such meeting. No other business than that stated in the notice for a special meeting shall be considered at such meeting.
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b)
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Thirty-three and one-third percent (33 1/3%) of the outstanding Shares entitled to vote at any meeting represented in person or by proxy shall constitute a quorum at such meeting. Whenever any action is to be taken by the Shareholders, it shall, except as otherwise required by law or this Declaration of Trust or the Bylaws, be authorized by a majority of Shareholders present in person or by proxy at a meeting at which a quorum is present.
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a)
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An alphabetical list of the names and addresses of the Shareholders of the Trust along with the number of Shares held by each of them (the "Shareholder List") shall be maintained and shall be available for inspection by any Shareholders or the Shareholders' designated agent at the Trust's principal office upon the request of the Shareholder;
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b)
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The Shareholder List shall be updated at least quarterly to reflect changes in the information contained therein;
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c)
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A copy of the Shareholder List shall be mailed to any Shareholder requesting the Shareholder List within thirty (30) days of the request. The copy of the Shareholder List shall be printed in alphabetical order in a readily readable type size. A reasonable charge for copy work may be charged by the Trust;
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d)
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Demand of inspection shall be made in writing to the Chief Executive Officer or to the Secretary of the Trust at the principal office of the Trust;
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e)
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The purposes for which a Shareholder may request a copy of the Shareholder List include without limitation matters relating to Shareholders' voting rights under this Declaration of Trust, and the exercise of Shareholders' rights under federal proxy laws; and
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f)
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If the Trust neglects or refuses to exhibit, produce, or mail a copy of the Shareholder List as requested, then the Trust may be liable to any Shareholder requesting the list for the costs incurred by that Shareholder for compelling the production of the Shareholder List. It shall be a defense that the actual purpose and reason for the requests for inspection or for a copy of the Shareholder List is to secure such list of Shareholders or other information for the purpose of selling such list or copies thereof, or of using the same for a commercial purpose other than in the interest of the applicant as a Shareholder relative to the affairs of the Trust. The Trust may require the Shareholder requesting the Shareholder List to represent that the list is not requested for a commercial purpose unrelated to the Shareholder's interest in the Trust. The remedies provided hereunder to Shareholders requesting copies of the Shareholder List are in addition to, and shall not in any way limit, other remedies available to Shareholders under federal law, or the laws of North Dakota.
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a)
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The Board shall be comprised of not less than five (5) nor more than fifteen (15) Trustees. The number of Trustees may be changed from time to time by resolution of the Board within the limits provided in the preceding sentence. Trustees may succeed themselves in office. Trustees shall be natural persons who are at least 21 years old.
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b)
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The term of office of each Trustee shall be for one year and shall extend from the date of his election or appointment until the election and qualification of his successor by the Shareholders.
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c)
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No reduction in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his or her term. Whenever a vacancy among the Trustees shall occur, until such vacancy is filled as provided in Section 4, the Trustee or Trustees continuing in office, regardless of their number, shall have all of the powers granted to the Board and shall discharge all of the duties imposed on the Board by this Declaration of Trust.
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d)
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No Trustee shall be required to give bond, surety or securities to secure the performance of his or her duties or obligations hereunder.
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e)
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The Trustees shall receive such fees for their services and expenses as they shall deem reasonable and proper. A majority of the Trustees shall not be officers or employees of the Trust.
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f)
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The records of the Trust shall be revised to reflect the names, classes and addresses of the current Trustees, at such times as any change has occurred.
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a)
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A majority of the Trustees shall be Independent Trustees. An "Independent Trustee" shall be defined as a Trustee who is not currently associated with the Trust, either directly or indirectly, and who has not been associated with the Trust, either directly or indirectly, within the last two years.
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b)
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A Trustee shall be deemed to be associated with the Trust if the Trustee:
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i.
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Is employed by the Trust; or
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ii.
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Is an officer of the Trust; or
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iii.
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Performs direct or indirect services, other than as a Trustee, for the Trust; or
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iv.
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Has any material business or professional relationship with the Trust.
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c)
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For purposes of determining whether or not the business or professional relationship is material, the gross revenue derived by the prospective Independent Trustee from the Trust shall be deemed material per se if it exceeds 5% of the prospective Independent Trustee's:
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i.
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Annual gross revenue, derived from all sources, during either of the last two years; or
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ii.
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Net worth, on a fair market value basis.
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d)
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An indirect relationship shall include, without limitation, circumstances in which a Trustee's spouse, parent, child, sibling, mother/fathers-in-law, son/daughter-in-law, or brother/sister-in-law is or has been associated with the Trust.
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e)
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For purposes of this Section 2, the definition of "Trust" shall include any Affiliate of the Trust, and the definition of "Trustee" shall include any Affiliate of the Trustee.
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f)
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In the event any regulatory body to which the Trust is subject (e.g., SEC, NASD) imposes by rule or regulation more stringent requirements governing whether a Trustee is an "Independent" Trustee, the Board may incorporate any such more stringent requirements into the Bylaws, and said requirements shall be by this reference incorporated into this Section 2. However, in no event shall the Bylaws reduce or evade the requirements defining "Independent Trustees" as originally set forth in this Section 2.
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a)
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To purchase, acquire through the issuance of Shares in the Trust, obligations of the Trust or otherwise, mortgage, sell, acquire on lease, hold, manage, improve, lease to others, option, exchange, release and partition real estate interests of every nature, including freehold, leasehold, mortgage, ground rent and other interests therein; and to erect, construct, alter, repair, demolish or otherwise change buildings, structures and other improvements of every nature.
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b)
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To purchase, acquire through the issuance of Shares in the Trust, obligations of the Trust or otherwise, option, sell and exchange stocks, bonds, notes, certificates of indebtedness and securities of every nature.
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c)
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To purchase, acquire through the issuance of Shares in the Trust, obligations of the Trust or otherwise, mortgage, sell, acquire on lease, hold, manage, improve, lease to others, option and exchange personal property of every nature.
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d)
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To hold legal title to property of the Trust in the name of the Trust.
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e)
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To borrow money for the purposes of the Trust and to give notes or other negotiable or nonnegotiable instruments of the Trust therefore; to enter into other obligations or guarantee the obligations of others on behalf of and for the purposes of the Trust; and to mortgage or pledge or cause to be mortgaged or pledged real and personal property of the Trust to secure such notes, debentures, bonds, instruments or other obligations.
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f)
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To lend money on behalf of the Trust and to invest the funds of the Trust.
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g)
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To create reserve funds for such purposes as it deems advisable.
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h)
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To deposit funds of the Trust in banks and other depositories without regard to whether such accounts will draw interest.
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i)
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To pay taxes and assessments imposed on or chargeable against the Trust, the Trustees or property of the Trust by virtue of or arising out of the existence, property, business or activities of the Trust.
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j)
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To purchase, issue, sell or exchange Shares as provided in Article II.
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k)
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To exercise with respect to property of the Trust, all options, privileges and rights, whether to vote, assent, subscribe or convert, or of any other nature; to grant proxies; and to participate in and accept securities issued under any voting trust agreement.
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l)
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To participate in any reorganization, readjustment, consolidation, merger, dissolution, sale or purchase of assets, lease or similar proceedings of any corporation, partnership or other organization in which the Trust shall have an interest and in connection therewith to delegate discretionary powers to any reorganization, protective or similar committee and to pay assessments and other expenses in connection therewith.
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m)
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To engage or employ agents, representatives and employees of any nature, or independent contractors, including, but not limited to, transfer agents for the transfer of Shares in the Trust, registrars, underwriters for the sale of Shares in the Trust, independent certified public accountants, attorneys at law, appraisers and real estate agents and brokers; and to delegate to one or more Trustees, agents, representatives, employees, independent contractors or other persons such powers and duties as the Board deems appropriate.
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n)
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To determine conclusively the allocation between capital and income of the receipts, holdings, expenses and disbursements of the Trust, regardless of the other allocations that might be considered appropriate in the absence of this provision.
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o)
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To determine conclusively the value from time to time, and to revalue, the real estate, securities and other property of the Trust by means of independent appraisals.
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p)
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To compromise or settle claims, questions, disputes and controversies by, against or affecting the Trust.
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q)
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To solicit proxies of the Shareholders.
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r)
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To adopt a fiscal year for the Trust and to change such fiscal year in accordance with the REIT Provisions of the Code.
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s)
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To adopt and use a seal, or to operate without a seal.
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t)
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To merge the Trust with or into any other trust, corporation or other entity in accordance with law and the other provisions of this Declaration of Trust.
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u)
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To deal with the Trust property in every way, including joint ventures, partnerships and any other combinations or associations, that it would be lawful for an individual to deal with the same, whether similar to or different from the ways herein specified.
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v)
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To determine whether or not, at any time or from time to time, to attempt to cause the Trust to qualify for taxation, or to terminate the status of the Trust, as a REIT.
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w)
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To make, adopt, amend or repeal Bylaws containing provisions relating to the business of the Trust, the conduct of its affairs, its rights or powers and the rights or powers of its Shareholders, Trustees or officers to the extent not inconsistent with law or this Declaration of Trust.
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x)
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To serve as a trustee of a REIT or of any other entity or to act as a fiduciary, partner, limited partner, manager, member, or in any other representative capacity, as the case may be, with respect to any other entity.
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y)
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To do all other such acts and things as are incident to the foregoing and to exercise all powers that are necessary or useful to carry on the business of the Trust, to promote any of the purposes of the Trust and to carry out the provisions of this Declaration of Trust.
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a)
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Sell and convert into cash the property of the Trust and distribute the net proceeds among the Shareholders ratably; or
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b)
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Convey the property of the Trust to one or more persons, entities, trusts or corporations for consideration consisting in whole or in part of cash, shares of stock or other property of any kind, and distribute the net proceeds among the Shareholders ratably, at valuations fixed by the Board, in cash or in kind, or partly in cash and partly in kind.
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1. | Designation and Amount . |
A. | Pursuant to Article II, Section 1 of the Declaration of Trust, the Board has the authority to establish by resolution more than one class or series of shares of beneficial interest of the Trust (" Shares ") and to fix the relative rights and preferences of such different classes or series of Shares. Except for Shares so established by resolution, including, but not limited to, the Series A Preferred Shares (as defined below) and any other classes or series of Shares established by resolution of the Board, all other Shares shall be designated as common shares of beneficial interest, no par value (" Common Shares "), each of which shall be equal in all respects to every other Common Share. |
B. |
The shares of such series of Shares shall be designated "8.25% Series A Cumulative Redeemable Preferred Shares" (the "
Series A Preferred Shares
") and the number of shares constituting such series shall be unlimited. The designations, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions of the Series A Preferred Shares shall be subject in all cases to the provisions of Article II, Section 5 of the Declaration of Trust of the Trust regarding limitations on beneficial and constructive ownership of shares of beneficial interest of the Trust.
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A . | Holders of Series A Preferred Shares shall be entitled to receive, when, as and if declared by the Board, out of funds of the Trust legally available for the payment of distributions, cumulative quarterly cash distributions at the rate of 8.25% of the $25.00 liquidation preference per year. Such distributions shall accrue and be cumulative from and including the date of initial issuance by the Trust of the Series A Preferred Shares, or from and including the day immediately following the most recent date as to which distributions have been paid, and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year or, if not a business day, the succeeding business day (without interest for the intervening period) (each, a " Distribution Payment Date "). Distributions will accrued regardless of whether we have earnings, whether we have funds legally available for payment or whether the distributions are declared. The first distribution on the Series A Preferred Shares shall be paid on June 30, 2004. Such first distribution and any distribution payable on the Series A Preferred Shares for any other partial distribution shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Each payment of distributions will include distributions accrued to and including that date on which paid. Distributions will be payable to record holders as they appear in the shareholder records of the Trust at the close of business on the applicable record date, which shall be the 15th day of the calendar month in which the applicable Distribution Payment Date falls or on such other date designated by the Board for the payment of distributions that is not more than 30 nor less than 10 days prior to such Distribution Payment Date (each, a " Distribution Record Date "). |
B . | No distributions on the Series A Preferred Shares shall be declared by the Board or paid or set apart for payment by the Trust at such time as the terms and provisions of any agreement of the Trust, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting apart for payment shall be restricted or prohibited by law. |
C. | Notwithstanding anything contained herein to the contrary, distributions on the Series A Preferred Shares shall accrue whether or not the Trust has earnings, whether or not there are funds legally available for the payment of such distributions and whether or not such distributions are declared. Accrued but unpaid distributions on the Series A Preferred Shares will not bear interest and the holders of the Series A Preferred Shares will not be entitled to any distributions in excess of the full accrued distributions described in this Section 2. Accrued but unpaid distributions on the Series A Preferred Shares shall accumulate as of the Distribution Payment Date on which they first become payable. |
D. | No full distributions shall be declared or paid or set apart for payment on the common shares of beneficial interest, no par value, of the Trust (" Common Shares "), or the shares of any other class or series of shares of beneficial interest of the Trust ranking, as to distributions, on a parity with, or junior to, the Series A Preferred Shares (other than a distribution paid in Common Shares or in shares of any other class or series of shares of beneficial interest ranking junior to the Series A Preferred Shares as to distributions and the distribution of assets upon the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary) for any period unless all accrued distributions on the Series A Preferred Shares for all past distribution periods and the then current distribution period shall have been or contemporaneously are (i) declared and paid in full, or (ii) declared and a sum sufficient for the payment thereof in full is set apart for such payment. When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Shares and any other class or series of shares of beneficial interest ranking on a parity as to distributions with the Series A Preferred Shares, all distributions declared upon the Series A Preferred Shares and any other class or series of shares of beneficial interest ranking on a parity as to distributions with the Series A Preferred Shares shall be declared pro rata so that the amount of distributions declared per share of Series A Preferred Shares and such other classes or series of shares of beneficial interest ranking on a parity as to distributions with the Series A Preferred Shares shall in all cases bear to each other the same ratio that accrued and unpaid distributions per share on the Series A Preferred Shares and such other class or series of shares of beneficial interest bear to each other. |
E. | Except as provided in Section 2, Paragraph D, unless all accrued distributions on the Series A Preferred Shares for all past distribution periods and the then current distribution period shall have been, or contemporaneously are, declared and paid in full or declared and a sum sufficient for the payment thereof in full is set apart for such payment, no distributions (other than in the form of Common Shares or any other shares of beneficial interest ranking junior to the Series A Preferred Shares as to distributions and the distribution of assets upon the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary) or other distribution shall be declared, paid or set aside for payment or made upon the Common Shares or any other shares of beneficial interest of the Trust ranking junior to, or on parity with, the Series A Preferred Shares as to distributions or the distribution of assets upon the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, nor shall any Common Shares, or any other shares of beneficial interest of the Trust ranking junior to, or on a parity with, the Series A Preferred Shares as to distributions or the distribution of assets upon the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, shall be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such shares of beneficial interest) by the Trust (except by conversion into or exchange for other shares of beneficial interest of the Trust ranking junior to the Series A Preferred Shares as to distributions and the distribution of assets upon the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, and except for the acquisition of shares of beneficial interest that have been designated as " Excess Shares " in accordance with the terms of the Declaration of Trust). |
F. | Holders of Series A Preferred Shares shall not be entitled to any distribution, whether payable in cash, property or shares of beneficial interest, in excess of full cumulative distributions on the Series A Preferred Shares as provided above. Any distribution payment made on the Series A Preferred Shares shall first be credited against the earliest accrued but unpaid distributions due with respect to such shares which remains payable. |
3. | Liquidation Rights . |
A. | In the event of the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, the holders of Series A Preferred Shares shall be entitled to be paid out of the assets of the Trust legally available for distribution to its shareholders a liquidation preference of $25.00 per share, plus an amount equal to any accrued and unpaid distributions to and including the date of the liquidation, dissolution or winding up, before any distribution or payment shall be made to holders of Common Shares or any other class or series of shares of beneficial interest of the Trust ranking junior to the Series A Preferred Shares as to liquidation rights. In the event that, upon such liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, the legally available assets of the Trust are insufficient to pay the amount of the liquidating distributions on all outstanding Series A Preferred Shares and the corresponding amounts payable on all shares of other classes or series of shares of beneficial interest of the Trust ranking on a parity with the Series A Preferred Shares as to liquidation rights, then the record holders of the Series A Preferred Shares and all other such classes or series of shares of beneficial interest ranking on a parity with the Series A Preferred Shares as to liquidation rights shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series A Preferred Shares will have no right or claim to any of the remaining assets of the Trust. |
B. | The record holders of Series A Preferred Shares shall be entitled to written notice of any such liquidation, dissolution or winding up. The consolidation or merger of the Trust with or into any other trust, partnership, limited liability company, corporation or other entity, or the consolidation or merger of any other trust, partnership, limited liability company, corporation or other entity with or into the Trust, shall not be deemed to constitute a liquidation, dissolution or winding up of the Trust if, following the transaction, the Series A Preferred Shares remain outstanding as duly authorized shares of beneficial interest or any successor entity having the same rights and preferences as prior to the transaction. |
4. | Redemption . |
A. | At the Option of The Trust. |
(i) | The Series A Preferred Shares shall not be redeemable at the option of the Trust prior to April 26, 2009; provided, however, that in order to ensure that the Trust remains qualified as a real estate investment trust (" REIT ") for federal income tax purposes, the Series A Preferred Shares will be subject to Article II, Section 5 of the Declaration of Trust, which provides that the Series A Preferred Shares owned by a shareholder in excess of the Ownership Limit, as defined in the Declaration of Trust, shall automatically be designed Excess Shares, as defined in the Declaration of Trust, and transferred in accordance with the provisions set forth in Article II, Section 5 of the Declaration of Trust. |
(ii) | On or after April 26, 2009, the Trust, at its option upon not less than 30 nor more than 60 days', written notice, may redeem the Series A Preferred Shares, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus accrued and unpaid distributions thereon to and including the date of redemption (except as provided below), if any, and without interest. Unless all accrued distributions for all past distribution periods and the then current distribution period on all of the Series A Preferred Shares and any other classes or series of shares of beneficial interest of the Trust ranking on a parity with the Series A Preferred Shares as to distributions and upon the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary upon which like voting rights have been conferred and are exercisable (" Parity Preferred Shares "), have been, or contemporaneously are, declared and paid in full or a sum sufficient for the payment in full of such distribution is set apart for payment, no Series A Preferred Shares or other Parity Preferred Shares will be redeemed unless all outstanding shares of the Series A Preferred Shares and other Parity Preferred Shares are simultaneously redeemed. However, the foregoing will not prevent the purchase or acquisition by the Trust of Series A Preferred Shares pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Series A Preferred Shares and other Parity Preferred Shares or the purchase or acquisition by the Trust of Series A Preferred Shares in accordance with the terms of the Declaration of Trust of the Series A Preferred Shares designated as Excess Shares thereunder If fewer than all of the outstanding Series A Preferred Shares are to be redeemed, the Series A Preferred Shares to be redeemed shall be determined pro rata (as nearly as practicable without creating fractional shares) or in such other equitable manner prescribed by the Board that will not result in a violation of the restrictions specified in Article II, Section 5 of the Declaration of Trust. |
(iii) | The Trust shall be required to give the holders of the Series A Preferred Shares prior written notice of redemption of the Series A Preferred Shares. Notice of redemption shall be mailed by the Trust, postage prepaid, not less than 30 nor more than 60 days prior to the date fixed for redemption, addressed to the respective record holders of the shares of Series A Preferred Shares to be redeemed at their respective addresses as they appear on the share transfer records of the Trust. No failure to give such notice or defect thereto or in the mailing thereof shall affect the validity of the proceedings for the redemption of any Series A Preferred Shares except as to a holder to whom notice was defective or not given. Each notice shall state (i) the date fixed for redemption; (ii) the redemption price, including all accrued and unpaid distributions, if any; (iii) the number of Series A Preferred Shares to be redeemed; (iv) the time, place and manner in which the certificates evidencing the Series A Preferred Shares are to be surrendered for payment of the redemption price, including the steps that a holder should take with respect to any certificates that have been lost, stolen or destroyed or with respect to uncertificated shares; and (v) that distributions on the Series A Preferred Shares to be redeemed shall cease to accrue from and after such date fixed for redemption and the Series A Preferred Shares will no longer be deemed outstanding. If fewer than all of Series A Preferred Shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series A Preferred Shares held by such holder to be redeemed and the method by which the Series A Preferred Shares shall be selected for redemption. |
(iv) | On or after the date fixed for redemption, once a holder of the Series A Preferred Shares to be redeemed surrenders the certificates representing the Series A Preferred Shares to be redeemed at the place designated in the redemption notice, the redemption price of such Series A Preferred Shares, including all accrued and unpaid distributions payable, shall be paid to the person who surrendered such certificates and each surrendered certificate shall be cancelled. In the event that fewer than all of the Series A Preferred Shares represented by any certificate are to be redeemed, a new certificate shall be issued representing the Series A Preferred Shares that are unredeemed. All of the Series A Preferred Shares redeemed pursuant to this Section 4, Paragraph A shall be retired and shall be restored to the status of authorized and unissued Series A Preferred Shares. |
(vi) | If notice of redemption of any Series A Preferred Shares has been given and if the funds necessary for such redemption have been set aside by the Trust in trust for the benefit of the holders of any Series A Preferred Shares so called for redemption, then from and after the date fixed for redemption distributions shall cease to accrue on such Series A Preferred Shares, such Series A Preferred Shares shall no longer be deemed outstanding, such Series A Preferred Shares shall not thereafter be transferred (except with the consent of the Trust) on the books of the Trust and all rights of the holders of such Series A Preferred Shares will terminate, except the right to receive the redemption price plus all accrued and unpaid distributions to and including the date fixed for redemption. Nothing herein shall prevent or restrict the Trust's right or ability to purchase, from time to time either at a public or a private sale, of all or any part of the Series A Preferred Shares at such price or prices as the Trust may determine, subject to the provisions of applicable law. |
(vii) | The Series A Preferred Shares shall have no stated maturity and shall not be subject to any sinking fund; provided, however, that in order to ensure that the Trust remains qualified as a REIT for federal income tax purposes, the Series A Preferred Shares will be subject to Article II, Section 5 of the Declaration of Trust, which provides that the Series A Preferred Shares owned by a shareholder in excess of the Ownership Limit, as defined in the Declaration of Trust, shall automatically be designed Excess Shares, as defined in the Declaration of Trust, and transferred in accordance with the provisions set forth in Article II, Section 5 of the Declaration of Trust. |
B. | At the Option of the Holder. |
(i) | If at any time there has been a Change In Control (as defined below), each holder of Series A Preferred Shares shall have the right, for a period of 90 days from the date of the Change In Control, to require the Trust to redeem all or any portion of that holder's Series A Preferred Shares. Not later than 130 days after the date of the Change In Control (or, if that date is a Saturday, Sunday or legal holiday, the next day that is not a Saturday, Sunday or legal holiday), the Trust shall redeem all Series A Preferred Shares the holder has elected to have redeemed in a written notice delivered to the Trust on or prior to the 90th day after the Change In Control. The redemption price shall be $25.00 per share, plus accrued and unpaid distributions, if any, to and including the date of redemption. |
(ii) | A "Change In Control" shall have occurred if any of the following events have taken place: (A) any person, entity or affiliated group, other than the Trust or any employee benefit plan sponsored by the Trust, acquires more than 50% of the then outstanding Common Shares and shares of all other classes or series of shares of beneficial interest upon which like voting rights have been conferred and are exercisable; (B) the consummation of any merger or consolidation of the Trust into another company, such that the holders of the Common Shares and shares of all other classes or series of shares of beneficial interest upon which like voting rights have been conferred and are exercisable immediately prior to such merger or consolidation hold less than 50% of the voting power of the securities of the surviving company or the parent of such surviving company, or (C) the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, or the sale or disposition of all or substantially all of the assets of the Trust, such that after the transaction, the holders of the Common Shares and shares of all other classes or series of shares of beneficial interest upon which like voting rights have been conferred and are exercisable immediately prior to the transaction hold less than 50% of the voting securities of the acquiror or the parent of the acquiror. |
5. | Voting Rights . |
A. | Holders of the Series A Preferred Shares shall not have any voting rights, except as provided by applicable law and as set forth in this Section 5. On any matter on which the Series A Preferred Shares are entitled to vote, including any action by written consent, each Series A Preferred Share will be entitled to one vote. |
B. | Whenever distributions payable on any Series A Preferred Shares shall be in arrears for six or more quarterly periods, whether or not consecutive (a " Preferred Distribution Default "), the holders of such Series A Preferred Shares (voting together as a class with holders of all other Parity Preferred Shares) shall be entitled to elect two additional trustees to serve on the Board (the " Preferred Trustees ") who shall each be elected for a one-year term (subject to earlier termination as described below). Such election shall be at a special meeting called by the holders of record of at least 10% of the outstanding Series A Preferred Shares or the record holders of any other class or series of Parity Preferred Shares so in arrears (or at our next annual or special meeting if notice of such meeting is given less than 90 days before the date fixed for the next annual or special meeting of shareholders) and at each subsequent annual meeting until all of the distributions on the Series A Preferred Shares and the Parity Preferred Shares for the past distribution periods and the then current distribution period shall have been fully paid or declared and a sum sufficient for the payment thereof in full is set apart for such payment. Election shall require a vote of the holders of a majority of the outstanding Series A Preferred Shares and all classes or series of Parity Preferred Shares so in arrears (voting as a single class). Upon such election, the size of the board shall be increased by two trustees. |
C. | If and when all accumulated distributions shall have been paid in full or declared and a sum sufficient for the payment thereof in full is set apart for such payment on the Series A Preferred Shares, the holders of the Series A Preferred Shares shall be divested of the voting rights set forth in Section 5, Paragraph B herein (subject to revesting in the event of each and every Preferred Distribution Default) and, if all accumulated distributions shall have been paid in full or declared and a sum sufficient for the payment thereof in full is set apart for such payment on all other series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable, the term of office of each Preferred Share Trustee so elected shall terminate and the number of trustees of the Trust shall be automatically decreased by two. So long as a Preferred Distribution Default shall continue, any vacancy in the office of a Preferred Share Trustee may be filled by written consent of the Preferred Share Trustee remaining in office or, if there is no such remaining trustee, by vote of holders of a majority of the outstanding Series A Preferred Shares and any other class or series of Parity Preferred Shares voting as a single class. Any Preferred Share Trustee may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than the vote of, the holders of record of a majority of the outstanding Series A Preferred Shares when they have the voting rights set forth in Section 5, paragraph B (voting together as a single class with all other series of Parity Preferred Shares upon which like voting rights have been conferred and are exercisable). The Preferred Share Trustees shall each be entitled to one vote per trustee on any matter. |
D. | So long as any Series A Preferred Shares remain outstanding, the Trust shall not without the affirmative vote or consent of the holders of two-thirds of the Series A Preferred Shares and each other class or series of Parity Preferred Shares outstanding at the time (voting together as a single class), given in person or by proxy, either in writing or at a meeting, will be required to: (i) authorize or create (including by reclassification), or increase the authorized or issued amount of, any class or series of shares of beneficial interest, or any obligation or security convertible into, exchangeable for or evidencing the right to purchase or other wise acquire any shares of any class or series of shares of beneficial interest, ranking senior to the Series A Preferred Shares and each other class or series of Parity Preferred Shares with respect to payment of distributions or upon the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary; or (ii) amend, alter or repeal the provisions of the Declaration of Trust or these Articles Supplementary or any other articles supplementary to our Declaration of Trust relating to any other Parity Preferred Shares, whether by merger, consolidation, share exchange or otherwise, or consummate a merger, consolidation, share exchange or transfer involving the Trust (any such merger or consolidation, an " Event "), so as to materially and adversely affect any right, preference, privilege or voting power of the holders of the Series A Preferred Shares or any other class or series of Parity Preferred Shares; provided however, with respect to any of the Events set forth in (ii) above, the occurrence of any such Event shall not be deemed to materially adversely affect any right, preference, privilege or voting power of the Series A Preferred Shares or any other class or series of Parity Preferred Shares, or the holders thereof, if immediately after any such Event: (a) the Trust is the surviving entity and there are no outstanding shares of beneficial interest of the Trust ranking, as to the payment of distributions or upon the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, senior to the Series A Preferred Shares or any other class or series of Parity Preferred Shares other than the shares of beneficial interest of the Trust outstanding immediately prior to such Event the terms of which remain unchanged and remain outstanding and the terms thereof remain unchanged; or (b) the Trust is not the surviving entity and, as a result of the Event, the holders of the Series A Preferred Shares and each other class or series of Parity Preferred Shares receive shares of equity securities with preferences, rights and privileges substantially similar to the preferences, rights and privileges of the Series A Preferred Shares and each other or any other class or series of Parity Preferred Shares, as applicable,and there are no outstanding shares of equity securities of the surviving entity ranking, as to the payment of distributions or upon the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary, senior to the Series A Preferred Shares or any other class or series of Parity Preferred Shares other than the equity securities issued in respect of the shares of beneficial interest of the Trust outstanding prior to such Event the terms of which are substantially similar to the terms immediately prior to such event. Except as may be required by law, holders of Series A Preferred Shares shall not be entitled to vote with respect to (I) the authorization or issuance of Parity Preferred Shares or shares of beneficial interest ranking junior to the Series A Preferred Shares with respect to the payment of distributions and the distribution of assets upon the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary; or (II) any increase, decrease or issuance of any Series A Preferred Shares, Parity Preferred Shares or shares of beneficial interest ranking junior to the Series A Preferred Shares with respect to the payment of distributions and the distribution of assets upon the liquidation, dissolution or winding up of the Trust, whether voluntary or involuntary. Except as provided above and required by law, the holders of Series A Preferred Shares are not entitled to vote on any merger or consolidation involving the Trust, on any share exchange or on a sale of all or of substantially all of the assets of the Trust. |
E. | The foregoing voting provisions of this Section 5 shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series A Preferred Shares shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption. |
6. | Conversion . The Series A Preferred Shares shall not be convertible into or exchangeable for any other shares of beneficial interest, securities or property of the Trust, except that, in limited circumstances, the Series A Preferred Shares may be automatically converted into or exchange for "Excess Shares" in accordance with Article II, Section 5 of the Declaration of Trust. |
8 . | Exclusion of Other Rights . The Series A Preferred Shares shall not have any preferences or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications, terms or conditions of redemption other than as expressly set forth in the Declaration of Trust and in these Articles Supplementary. |
9 . | Headings of Subdivisions . The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof. |
10 . | Severability of Provisions . If any preferences or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications, terms or conditions of redemption of the Series A Preferred Shares set forth in the Declaration of Trust and these Articles Supplementary is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications, terms or conditions of redemption of Series A Preferred Shares set forth in the Declaration of Trust and these Supplementary that can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no preferences or other rights, voting powers, restrictions, limitations as to distributions or other distributions, qualifications, terms or conditions of redemption of the Series A Preferred Shares herein set forth shall be deemed dependent upon any other provision thereof unless so expressed therein. |
11 . | No Preemptive Rights . No holder of Series A Preferred Shares shall be entitled to any preemptive rights to subscribe for or acquire any unissued shares of beneficial interest of the Trust (whether now or hereafter authorized), including without limitation unissued Series A Preferred Shares, or securities of the Trust convertible into or carrying a right to subscribe to or acquire shares of beneficial interest of the Trust, including without limitation Series A Preferred Shares. |
|
|
|
(in thousands, except ratios)
|
|||||||||
|
|
Fiscal Year Ended April 30,
|
|||||||||
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations
|
$
|
(23,390)
|
$
|
20,677
|
$
|
8,644
|
$
|
4,679
|
$
|
5,710
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined fixed charges and preferred distributions (see below)
|
|
73,933
|
|
73,657
|
|
68,172
|
|
64,954
|
|
71,497
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Income) loss noncontrolling interests – consolidated real estate entities
|
|
(910)
|
|
(809)
|
|
(135)
|
|
180
|
|
(22)
|
|
Interest capitalized
|
|
(2,856)
|
|
(742)
|
|
(571)
|
|
(57)
|
|
(19)
|
|
Preferred distributions
|
|
(11,514)
|
|
(9,229)
|
|
(2,372)
|
|
(2,372)
|
|
(2,372)
|
Total earnings
|
$
|
35,263
|
$
|
83,554
|
$
|
73,738
|
$
|
67,384
|
$
|
74,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed charges
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expensed
|
$
|
59,563
|
|
63,686
|
|
65,229
|
|
62,525
|
|
69,106
|
|
Interest capitalized
|
|
2,856
|
|
742
|
|
571
|
|
57
|
|
19
|
Total fixed charges
|
$
|
62,419
|
$
|
64,428
|
$
|
65,800
|
$
|
62,582
|
$
|
69,125
|
|
|
Preferred distributions
|
|
11,514
|
|
9,229
|
|
2,372
|
|
2,372
|
|
2,372
|
Total combined fixed charges and preferred distributions
|
$
|
73,933
|
$
|
73,657
|
$
|
68,172
|
$
|
64,954
|
$
|
71,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of earnings to fixed charges
|
|
(1)
|
|
1.30x
|
|
1.12x
|
|
1.08x
|
|
1.08x
|
|
Ratio of earnings to combined fixed charges and preferred distributions
|
|
(1)
|
|
1.13x
|
|
1.08x
|
|
1.04x
|
|
1.05x
|
(1)
|
Due to non-cash asset impairment charges of $42.6 million, earnings were inadequate to cover fixed charges and combined fixed charges and preferred distributions by $27.2 million and $38.7 million, respectively. Excluding the asset impairment charge, the ratios of earnings to fixed charges and earnings to combined fixed charges and preferred distributions would have been 1.25 and 1.05, respectively, for the fiscal year ended April 30, 2014.
|
Name of Subsidiary
|
State of
Incorporation or
Organization
|
|
|
DRF Omaha/NOH, LLC
|
Minnesota
|
EVI Billings, LLC
|
North Dakota
|
EVI Grand Cities, LLC
|
North Dakota
|
EVI Sioux Falls, LLC
|
North Dakota
|
Forest Park - IRET, Inc.
|
North Dakota
|
Forest Park Properties, a North Dakota Limited Partnership
|
North Dakota
|
Health Investors Business Trust
|
Delaware
|
IRET-1715 YDR, LLC
|
Minnesota
|
IRET-3900 Urbandale, LLC
|
Delaware
|
IRET - 6405 France Medical, LLC
|
North Dakota
|
IRET-71 France, LLC
|
North Dakota
|
IRET - Ashland Apartments, LLC
|
Delaware
|
IRET - BD, LLC
|
Minnesota
|
IRET - Billings 2300 CBR, LLC
|
North Dakota
|
IRET - Brenwood, LLC
|
Minnesota
|
IRET - Canyon Lake, LLC
|
North Dakota
|
IRET - Chateau Apartments, LLC
|
North Dakota
|
IRET - Cimarron Hills, LLC
|
North Dakota
|
IRET - Colony Apartments (NE), LLC
|
Delaware
|
IRET Corporate Plaza, LLC
|
North Dakota
|
IRET-Cottage Gables, LLC
|
North Dakota
|
IRET - Country Meadows 2, LLC
|
North Dakota
|
IRET-Cypress Court Apartments, LLC
|
North Dakota
|
IRET - DMS, LLC
|
Minnesota
|
IRET - Forest Park, LLC
|
Delaware
|
IRET-Golden Jack, L.L.C.
|
Delaware
|
IRET - Grand Gateway Apartments, LLC
|
Delaware
|
IRET - Homestead Gardens I, LLC
|
Delaware
|
IRET - Homestead Gardens II, LLC
|
Delaware
|
IRET, Inc.
|
North Dakota
|
IRET - Indian Hills, LLC
|
North Dakota
|
IRET - Jamestown Medical Building, LLC
|
North Dakota
|
IRET - Kirkwood Apartments, LLC
|
North Dakota
|
IRET - Lakeside Apartments (NE), LLC
|
Delaware
|
IRET - LEXCOM, LLC
|
North Dakota
|
IRET - Minot Apartments, LLC
|
North Dakota
|
IRET - Minot EV, LLC
|
North Dakota
|
IRET - Missoula 3050 CBR, LLC
|
North Dakota
|
IRET-MR9, LLC
|
Delaware
|
IRET-MR9 Holding, LLC
|
Delaware
|
IRET - North Pointe Apartments, LLC
|
North Dakota
|
IRET - Oakmont, LLC
|
South Dakota
|
IRET - Olympic Village (MT), LLC
|
North Dakota
|
IRET - Park Meadows, LLC
|
Delaware
|
IRET - Plymouth, LLC
|
Minnesota
|
IRET Properties, a North Dakota Limited Partnership
|
North Dakota
|
IRET-QR, LLC
|
Delaware
|
IRET-Quarry Ridge, LLC
|
Delaware
|
IRET-RED 20, LLC
|
North Dakota
|
IRET - Regency Park, LLC
|
North Dakota
|
IRET-Ridge Oaks, LLC
|
Iowa
|
IRET - Rimrock, LLC
|
North Dakota
|
IRET - River Ridge Apartments, LLC
|
North Dakota
|
IRET - Rochester Crown Apartments, LLC
|
North Dakota
|
IRET - Rocky Meadows, LLC
|
North Dakota
|
IRET - SH1, LLC
|
North Dakota
|
IRET - Silver Spring, LLC
|
Delaware
|
IRET - Southbrook & Mariposa, LLC
|
North Dakota
|
IRET - Sunset Trail, LLC
|
Delaware
|
IRET - Thomasbrook Apartments, LLC
|
North Dakota
|
IRET - Valley Park Manor, LLC
|
North Dakota
|
Name of Subsidiary
|
State of
Incorporation or
Organization
|
|
|
IRET - Villa West Apartments, LLC
|
North Dakota
|
IRET - Westwood Park, LLC
|
North Dakota
|
IRET - Whispering Ridge Apartments, LLC
|
Delaware
|
IRET-Williston Garden Apartments, LLC
|
North Dakota
|
IRET - WRH1, LLC
|
North Dakota
|
LSREF Golden Property 14 (WY), LLC
|
Delaware
|
Meadow 2 - IRET, Inc.
|
North Dakota
|
Meadow 2 Properties, L.P.
|
North Dakota
|
MedPark - IRET, Inc.
|
North Dakota
|
Medpark Properties Limited Partnership
|
North Dakota
|
Mendota Office Holdings LLC
|
Minnesota
|
Mendota Office Three & Four LLC
|
Minnesota
|
Mendota Properties LLC
|
Minnesota
|
Minnesota Medical Investors LLC
|
Delaware
|
Ridge Oaks, L.P.
|
Iowa
|
SMB Operating Company LLC
|
Delaware
|
WRH Holding, LLC
|
North Dakota
|
1. | I have reviewed this Annual Report on Form 10-K of Investors Real Estate Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date:
|
June 30, 2014
|
|
|
By:
|
/s/ Timothy P. Mihalick
|
|
Timothy P. Mihalick, President & CEO
|
1. | I have reviewed this Annual Report on Form 10-K of Investors Real Estate Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date:
|
June 30, 2014
|
|
|
By:
|
/s/ Diane K. Bryantt
|
|
Diane K. Bryantt, Executive Vice President & CFO
|
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
/s/ Timothy P. Mihalick
|
|
Timothy P. Mihalick
|
|
President and Chief Executive Officer
|
|
June 30, 2014
|
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
/s/ Diane K. Bryantt
|
|
Diane K. Bryantt
|
|
Executive Vice President and Chief Financial Officer
|
|
June 30, 2014
|