|
North Dakota
|
45-0311232
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. 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)
|
Yes ☑
|
No ☐
|
Yes ☑
|
No ☐
|
Large accelerated filer ☑
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller Reporting Company ☐
|
Emerging growth company ☐
|
Yes ☐
|
No ☑
|
|
|
Page
|
|
|
|
|
|
|
|
(in thousands, except per share data)
|
||||||||||||||
|
Three Months Ended
January 31, |
|
Nine Months Ended
January 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
REVENUE
|
|
|
|
|
|
|
|
||||||||
Real estate rentals
|
$
|
42,858
|
|
|
$
|
39,390
|
|
|
$
|
125,431
|
|
|
$
|
116,386
|
|
Tenant reimbursement
|
396
|
|
|
838
|
|
|
1,949
|
|
|
2,321
|
|
||||
TOTAL REVENUE
|
$
|
43,254
|
|
|
$
|
40,228
|
|
|
$
|
127,380
|
|
|
$
|
118,707
|
|
EXPENSES
|
|
|
|
|
|
|
|
||||||||
Property operating expenses, excluding real estate taxes
|
15,426
|
|
|
14,571
|
|
|
47,018
|
|
|
41,391
|
|
||||
Real estate taxes
|
4,609
|
|
|
4,048
|
|
|
13,872
|
|
|
12,179
|
|
||||
Depreciation and amortization
|
18,390
|
|
|
10,787
|
|
|
60,998
|
|
|
33,193
|
|
||||
Impairment of real estate investments
|
—
|
|
|
—
|
|
|
256
|
|
|
54,153
|
|
||||
General and administrative expenses
|
3,011
|
|
|
4,172
|
|
|
10,131
|
|
|
11,195
|
|
||||
TOTAL EXPENSES
|
$
|
41,436
|
|
|
$
|
33,578
|
|
|
$
|
132,275
|
|
|
$
|
152,111
|
|
Operating income (loss)
|
1,818
|
|
|
6,650
|
|
|
(4,895
|
)
|
|
(33,404
|
)
|
||||
Interest expense
|
(9,236
|
)
|
|
(8,832
|
)
|
|
(25,876
|
)
|
|
(26,033
|
)
|
||||
Loss on extinguishment of debt
|
(285
|
)
|
|
(458
|
)
|
|
(818
|
)
|
|
(458
|
)
|
||||
Interest income
|
408
|
|
|
272
|
|
|
628
|
|
|
354
|
|
||||
Other income
|
25
|
|
|
155
|
|
|
288
|
|
|
331
|
|
||||
Loss before gain on sale of real estate and other investments and income from discontinued operations
|
(7,270
|
)
|
|
(2,213
|
)
|
|
(30,673
|
)
|
|
(59,210
|
)
|
||||
Gain on sale of real estate and other investments
|
12,387
|
|
|
2,437
|
|
|
17,835
|
|
|
11,292
|
|
||||
Income (loss) from continuing operations
|
5,117
|
|
|
224
|
|
|
(12,838
|
)
|
|
(47,918
|
)
|
||||
Income from discontinued operations
|
146,811
|
|
|
24,965
|
|
|
164,626
|
|
|
44,803
|
|
||||
NET INCOME (LOSS)
|
$
|
151,928
|
|
|
$
|
25,189
|
|
|
$
|
151,788
|
|
|
$
|
(3,115
|
)
|
Net income attributable to noncontrolling interests – Operating Partnership
|
(16,236
|
)
|
|
(2,525
|
)
|
|
(15,365
|
)
|
|
(403
|
)
|
||||
Net loss attributable to noncontrolling interests – consolidated real estate entities
|
413
|
|
|
446
|
|
|
1,239
|
|
|
16,585
|
|
||||
Net income attributable to controlling interests
|
136,105
|
|
|
23,110
|
|
|
137,662
|
|
|
13,067
|
|
||||
Dividends to preferred shareholders
|
(1,766
|
)
|
|
(2,503
|
)
|
|
(6,864
|
)
|
|
(8,260
|
)
|
||||
Redemption of preferred shares
|
(8
|
)
|
|
(1,435
|
)
|
|
(3,657
|
)
|
|
(1,435
|
)
|
||||
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS
|
$
|
134,331
|
|
|
$
|
19,172
|
|
|
$
|
127,141
|
|
|
$
|
3,372
|
|
Earnings (loss) per common share from continuing operations – basic and diluted
|
$
|
0.03
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.30
|
)
|
Earnings per common share from discontinued operations – basic and diluted
|
$
|
1.09
|
|
|
$
|
0.19
|
|
|
$
|
1.22
|
|
|
$
|
0.33
|
|
NET EARNINGS PER COMMON SHARE – BASIC & DILUTED
|
$
|
1.12
|
|
|
$
|
0.16
|
|
|
$
|
1.06
|
|
|
$
|
0.03
|
|
DIVIDENDS PER COMMON SHARE
|
$
|
0.07
|
|
|
$
|
0.13
|
|
|
$
|
0.21
|
|
|
$
|
0.39
|
|
|
(in thousands)
|
||||||||||||||
|
Three Months Ended
January 31, |
|
Nine Months Ended
January 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income
|
$
|
151,928
|
|
|
$
|
25,189
|
|
|
$
|
151,788
|
|
|
$
|
(3,115
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain from derivative instrument
|
287
|
|
|
—
|
|
|
287
|
|
|
—
|
|
||||
Loss on derivative instrument reclassified into earnings
|
72
|
|
|
—
|
|
|
72
|
|
|
—
|
|
||||
Total comprehensive income
|
$
|
152,287
|
|
|
$
|
25,189
|
|
|
$
|
152,147
|
|
|
$
|
(3,115
|
)
|
Net income attributable to noncontrolling interests – Operating Partnership
|
(16,273
|
)
|
|
(2,525
|
)
|
|
(15,402
|
)
|
|
(403
|
)
|
||||
Net loss attributable to noncontrolling interests – consolidated real estate entities
|
413
|
|
|
446
|
|
|
1,239
|
|
|
16,585
|
|
||||
Comprehensive income attributable to controlling interests
|
$
|
136,427
|
|
|
$
|
23,110
|
|
|
$
|
137,984
|
|
|
$
|
13,067
|
|
|
|
|
|||||||||||||||||||||||
|
PREFERRED
SHARES |
NUMBER
OF
COMMON
SHARES
|
|
COMMON
SHARES
|
|
ACCUMULATED
DISTRIBUTIONS
IN EXCESS OF
NET INCOME
|
|
ACCUMULATED OTHER COMPREHENSIVE INCOME
|
|
NONREDEEMABLE
NONCONTROLLING
INTERESTS
|
|
TOTAL
EQUITY
|
|||||||||||||
Balance April 30, 2016
|
$
|
138,674
|
|
121,091
|
|
|
$
|
922,084
|
|
|
$
|
(442,000
|
)
|
|
—
|
|
|
$
|
99,504
|
|
|
$
|
718,262
|
|
|
Net income (loss) attributable to controlling interests and nonredeemable noncontrolling interests
|
|
|
|
|
|
13,067
|
|
|
|
|
(15,880
|
)
|
|
(2,813
|
)
|
||||||||||
Distributions – common shares and units
|
|
|
|
|
|
(47,387
|
)
|
|
|
|
(6,332
|
)
|
|
(53,719
|
)
|
||||||||||
Distributions – Series A preferred shares
|
|
|
|
|
|
(1,403
|
)
|
|
|
|
|
|
(1,403
|
)
|
|||||||||||
Distributions – Series B preferred shares
|
|
|
|
|
|
(6,857
|
)
|
|
|
|
|
|
(6,857
|
)
|
|||||||||||
Shares issued and share-based compensation
|
|
|
553
|
|
|
1,756
|
|
|
|
|
|
|
|
|
1,756
|
|
|||||||||
Redemption of units for common shares
|
|
|
251
|
|
|
548
|
|
|
|
|
|
|
(548
|
)
|
|
—
|
|
||||||||
Preferred shares repurchased
|
(27,317
|
)
|
|
|
|
|
(1,435
|
)
|
|
|
|
|
|
(28,752
|
)
|
||||||||||
Contributions from nonredeemable noncontrolling interests – consolidated real estate entities
|
|
|
|
|
|
|
|
|
|
7,188
|
|
|
7,188
|
|
|||||||||||
Distributions to nonredeemable noncontrolling interests – consolidated real estate entities
|
|
|
|
|
|
|
|
|
|
(159
|
)
|
|
(159
|
)
|
|||||||||||
Acquisition of nonredeemable noncontrolling interests - consolidated real estate entities
|
|
|
|
(2,677
|
)
|
|
|
|
|
|
(2,261
|
)
|
|
(4,938
|
)
|
||||||||||
Conversion to equity of notes receivable from nonredeemable noncontrolling interests - consolidated real estate entities
|
|
|
|
|
|
|
|
|
|
(7,366
|
)
|
|
(7,366
|
)
|
|||||||||||
Other
|
|
(6
|
)
|
|
24
|
|
|
|
|
|
|
(24
|
)
|
|
—
|
|
|||||||||
Balance January 31, 2017
|
$
|
111,357
|
|
121,889
|
|
|
$
|
921,735
|
|
|
$
|
(486,015
|
)
|
|
$
|
—
|
|
|
$
|
74,122
|
|
|
$
|
621,199
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance April 30, 2017
|
$
|
111,357
|
|
121,199
|
|
|
$
|
916,121
|
|
|
$
|
(466,541
|
)
|
|
—
|
|
|
$
|
75,157
|
|
|
$
|
636,094
|
|
|
Net income attributable to controlling interests and nonredeemable noncontrolling interests
|
|
|
|
|
|
137,662
|
|
|
|
|
14,663
|
|
|
152,325
|
|
||||||||||
Other comprehensive income - derivative instrument
|
|
|
|
|
|
|
|
$
|
359
|
|
|
|
|
359
|
|
||||||||||
Distributions – common shares and units
|
|
|
|
|
|
(25,284
|
)
|
|
|
|
(3,106
|
)
|
|
(28,390
|
)
|
||||||||||
Distributions – Series B preferred shares
|
|
|
|
|
|
(4,571
|
)
|
|
|
|
|
|
(4,571
|
)
|
|||||||||||
Distributions – Series C preferred shares
|
|
|
|
|
|
(2,293
|
)
|
|
|
|
|
|
(2,293
|
)
|
|||||||||||
Shares issued and share-based compensation
|
|
|
75
|
|
|
1,216
|
|
|
|
|
|
|
|
|
1,216
|
|
|||||||||
Series C preferred shares issued
|
99,456
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,456
|
|
|||||||||
Redemption of units for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,577
|
)
|
|
(8,577
|
)
|
||||||||
Shares repurchased
|
(111,357
|
)
|
(1,232
|
)
|
|
(7,135
|
)
|
|
(3,657
|
)
|
|
|
|
|
|
|
(122,149
|
)
|
|||||||
Contributions from nonredeemable noncontrolling interests – consolidated real estate entities
|
|
|
|
|
|
|
|
|
|
239
|
|
|
239
|
|
|||||||||||
Distributions to nonredeemable noncontrolling interests – consolidated real estate entities
|
|
|
|
|
|
|
|
|
|
(46
|
)
|
|
(46
|
)
|
|||||||||||
Conversion to equity of notes receivable from nonredeemable noncontrolling interests - consolidated real estate entities
|
|
|
|
|
|
|
|
|
|
(246
|
)
|
|
(246
|
)
|
|||||||||||
Other
|
|
|
(7
|
)
|
|
(29
|
)
|
|
|
|
|
|
|
|
|
(29
|
)
|
||||||||
Balance January 31, 2018
|
$
|
99,456
|
|
120,035
|
|
|
$
|
910,173
|
|
|
$
|
(364,684
|
)
|
|
$
|
359
|
|
|
$
|
78,084
|
|
|
$
|
723,388
|
|
|
(in thousands)
|
||||||
|
Nine Months Ended
January 31, |
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net income (loss)
|
$
|
151,788
|
|
|
$
|
(3,115
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization, including amortization of capitalized loan costs
|
61,967
|
|
|
34,711
|
|
||
Depreciation and amortization from discontinued operations, including amortization of capitalized loan costs
|
8,526
|
|
|
7,749
|
|
||
Gain on sale of real estate, land, other investments and discontinued operations
|
(181,477
|
)
|
|
(37,330
|
)
|
||
Loss on extinguishment of debt
|
506
|
|
|
870
|
|
||
Share-based compensation expense
|
1,124
|
|
|
1,428
|
|
||
Impairment of real estate investments
|
256
|
|
|
54,153
|
|
||
Bad debt expense
|
552
|
|
|
234
|
|
||
Changes in other assets and liabilities:
|
|
|
|
|
|
||
Other assets
|
1,931
|
|
|
(5,665
|
)
|
||
Accounts payable and accrued expenses
|
(3,189
|
)
|
|
2,664
|
|
||
Net cash provided by operating activities
|
$
|
41,984
|
|
|
$
|
55,699
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Proceeds from real estate deposits
|
38,029
|
|
|
1,370
|
|
||
Payments for real estate deposits
|
(131,139
|
)
|
|
(1,370
|
)
|
||
Increase in notes receivable
|
(10,191
|
)
|
|
—
|
|
||
Decrease in other investments
|
—
|
|
|
50
|
|
||
Decrease in lender holdbacks for improvements
|
1,619
|
|
|
1,688
|
|
||
Increase in lender holdbacks for improvements
|
(944
|
)
|
|
(646
|
)
|
||
Proceeds from sale of discontinued operations
|
426,131
|
|
|
112,932
|
|
||
Proceeds from sale of real estate and other investments
|
59,221
|
|
|
17,710
|
|
||
Insurance proceeds received
|
462
|
|
|
275
|
|
||
Payments for acquisitions of real estate assets
|
(244,878
|
)
|
|
—
|
|
||
Payments for development and re-development of real estate assets
|
(2,815
|
)
|
|
(16,082
|
)
|
||
Payments for improvements of real estate assets
|
(14,337
|
)
|
|
(33,509
|
)
|
||
Payments for improvements of real estate assets from discontinued operations
|
(1,046
|
)
|
|
(1,027
|
)
|
||
Net cash provided by investing activities
|
$
|
120,112
|
|
|
$
|
81,391
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Proceeds from mortgages payable
|
—
|
|
|
84,150
|
|
||
Principal payments on mortgages payable
|
(154,561
|
)
|
|
(242,912
|
)
|
||
Proceeds from revolving lines of credit
|
302,850
|
|
|
234,000
|
|
||
Principal payments on revolving lines of credit
|
(292,900
|
)
|
|
(94,500
|
)
|
||
Proceeds from term loan
|
69,462
|
|
|
—
|
|
||
Proceeds from construction debt
|
3,252
|
|
|
17,041
|
|
||
Principal payments on construction debt
|
(21,689
|
)
|
|
(49,080
|
)
|
||
Payment on financing liability
|
(7,900
|
)
|
|
—
|
|
||
Proceeds from noncontrolling partner – consolidated real estate entities
|
—
|
|
|
538
|
|
||
Payments for acquisition of noncontrolling interests – consolidated real estate entities
|
—
|
|
|
(4,938
|
)
|
||
Repurchase of common shares
|
(7,135
|
)
|
|
—
|
|
||
Proceeds from issuance of Series C preferred shares, net of issue costs
|
99,467
|
|
|
—
|
|
||
Repurchase of preferred shares
|
(115,017
|
)
|
|
(28,752
|
)
|
||
Repurchase of partnership units
|
(8,577
|
)
|
|
—
|
|
||
Distributions paid to common shareholders
|
(25,292
|
)
|
|
(47,387
|
)
|
||
Distributions paid to preferred shareholders
|
(7,057
|
)
|
|
(8,458
|
)
|
||
Distributions paid to noncontrolling interests – Unitholders of the Operating Partnership
|
(3,106
|
)
|
|
(6,332
|
)
|
||
Distributions paid to noncontrolling interests – consolidated real estate entities
|
(46
|
)
|
|
(159
|
)
|
||
Net cash used by financing activities
|
$
|
(168,249
|
)
|
|
$
|
(146,789
|
)
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
(6,153
|
)
|
|
(9,699
|
)
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
28,819
|
|
|
66,698
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
22,666
|
|
|
$
|
56,999
|
|
|
(in thousands)
|
||||||
|
Nine Months Ended
January 31, |
||||||
|
2018
|
|
2017
|
||||
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
||
Operating partnership units converted to shares
|
$
|
—
|
|
|
$
|
548
|
|
Decrease to accounts payable included within real estate investments
|
(2,995
|
)
|
|
(543
|
)
|
||
Construction debt reclassified to mortgages payable
|
23,300
|
|
|
10,549
|
|
||
Increase in mortgage notes receivable
|
10,329
|
|
|
—
|
|
||
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
||
Cash paid for interest,
net of amounts capitalized of $0 and $298, respectively
|
$
|
27,313
|
|
|
$
|
26,504
|
|
|
(in thousands, except per share data)
|
||||||||||||||
|
Three Months Ended
January 31, |
|
Nine Months Ended
January 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
NUMERATOR
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations – controlling interests
|
$
|
5,115
|
|
|
$
|
1,051
|
|
|
$
|
(9,215
|
)
|
|
$
|
(26,487
|
)
|
Income from discontinued operations – controlling interests
|
130,990
|
|
|
22,059
|
|
|
146,877
|
|
|
39,554
|
|
||||
Net income attributable to controlling interests
|
136,105
|
|
|
23,110
|
|
|
137,662
|
|
|
13,067
|
|
||||
Dividends to preferred shareholders
|
(1,766
|
)
|
|
(2,503
|
)
|
|
(6,864
|
)
|
|
(8,260
|
)
|
||||
Redemption of preferred shares
|
(8
|
)
|
|
(1,435
|
)
|
|
(3,657
|
)
|
|
(1,435
|
)
|
||||
Numerator for basic earnings per share – net income available to common shareholders
|
134,331
|
|
|
19,172
|
|
|
127,141
|
|
|
3,372
|
|
||||
Noncontrolling interests – Operating Partnership
|
16,236
|
|
|
2,525
|
|
|
15,365
|
|
|
403
|
|
||||
Numerator for diluted earnings per share
|
$
|
150,567
|
|
|
$
|
21,697
|
|
|
$
|
142,506
|
|
|
$
|
3,775
|
|
DENOMINATOR
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator for basic earnings per share weighted average shares
|
119,741
|
|
|
121,255
|
|
|
120,102
|
|
|
121,175
|
|
||||
Effect of redeemable operating partnership units
|
14,434
|
|
|
16,120
|
|
|
14,768
|
|
|
16,229
|
|
||||
Denominator for diluted earnings per share
|
134,175
|
|
|
137,375
|
|
|
134,870
|
|
|
137,404
|
|
||||
Earnings (loss) per common share from continuing operations – basic and diluted
|
$
|
0.03
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.30
|
)
|
Earnings per common share from discontinued operations – basic and diluted
|
1.09
|
|
|
0.19
|
|
|
1.22
|
|
|
0.33
|
|
||||
NET EARNINGS (LOSS) PER COMMON SHARE – BASIC & DILUTED
|
$
|
1.12
|
|
|
$
|
0.16
|
|
|
$
|
1.06
|
|
|
$
|
0.03
|
|
(1)
|
Consists of off-site costs for property management and casualty-related amounts, which are excluded in our assessment of segment performance.
|
|
(in thousands)
|
||||||||||||||
Three Months Ended January 31, 2017
|
Multifamily
|
|
|
All Other
|
|
|
Amounts Not
Allocated To Segments (1) |
|
Total
|
|
|||||
Real estate revenue
|
$
|
36,171
|
|
|
$
|
4,057
|
|
|
—
|
|
|
$
|
40,228
|
|
|
Real estate expenses
|
16,336
|
|
|
1,000
|
|
|
$
|
1,283
|
|
|
18,619
|
|
|||
Net operating income (loss)
|
$
|
19,835
|
|
|
$
|
3,057
|
|
|
$
|
(1,283
|
)
|
|
$
|
21,609
|
|
Depreciation and amortization
|
|
|
|
|
|
|
(10,787
|
)
|
|||||||
General and administrative expenses
|
|
|
|
|
|
|
(4,172
|
)
|
|||||||
Interest expense
|
|
|
|
|
|
|
(8,832
|
)
|
|||||||
Loss on debt extinguishment
|
|
|
|
|
|
|
(458
|
)
|
|||||||
Interest and other income
|
|
|
|
|
|
|
427
|
|
|||||||
Loss before gain on sale of real estate and other investments and income from discontinued operations
|
|
|
|
|
|
|
(2,213
|
)
|
|||||||
Gain on sale of real estate and other investments
|
|
|
|
|
|
|
2,437
|
|
|||||||
Income from continuing operations
|
|
|
|
|
|
|
224
|
|
|||||||
Income from discontinued operations
|
|
|
|
|
|
|
24,965
|
|
|||||||
Net income
|
|
|
|
|
|
|
$
|
25,189
|
|
(1)
|
Consists of off-site costs for property management and casualty-related amounts, which are excluded in our assessment of segment performance.
|
|
(in thousands)
|
||||||||||||||
Nine Months Ended January 31, 2018
|
Multifamily
|
|
|
All Other
|
|
|
Amounts Not
Allocated To Segments (1) |
|
Total
|
|
|||||
Real estate revenue
|
$
|
119,444
|
|
|
$
|
7,936
|
|
|
—
|
|
|
$
|
127,380
|
|
|
Real estate expenses
|
54,584
|
|
|
2,102
|
|
|
$
|
4,204
|
|
|
60,890
|
|
|||
Net operating income (loss)
|
$
|
64,860
|
|
|
$
|
5,834
|
|
|
$
|
(4,204
|
)
|
|
$
|
66,490
|
|
Depreciation and amortization
|
|
|
|
|
|
|
(60,998
|
)
|
|||||||
Impairment of real estate investments
|
|
|
|
|
|
|
(256
|
)
|
|||||||
General and administrative expenses
|
|
|
|
|
|
|
(10,131
|
)
|
|||||||
Interest expense
|
|
|
|
|
|
|
(25,876
|
)
|
|||||||
Loss on debt extinguishment
|
|
|
|
|
|
|
(818
|
)
|
|||||||
Interest and other income
|
|
|
|
|
|
|
916
|
|
|||||||
Loss before gain on sale of real estate and other investments and income from discontinued operations
|
|
|
|
|
|
|
(30,673
|
)
|
|||||||
Gain on sale of real estate and other investments
|
|
|
|
|
|
|
17,835
|
|
|||||||
Loss from continuing operations
|
|
|
|
|
|
|
(12,838
|
)
|
|||||||
Income from discontinued operations
|
|
|
|
|
|
|
164,626
|
|
|||||||
Net income
|
|
|
|
|
|
|
$
|
151,788
|
|
(1)
|
Consists of off-site costs for property management and casualty-related amounts, which are excluded in our assessment of segment performance.
|
|
(in thousands)
|
||||||||||||||
Nine Months Ended January 31, 2017
|
Multifamily
|
|
|
All Other
|
|
|
Amounts Not
Allocated To Segments (1) |
|
Total
|
|
|||||
Real estate revenue
|
$
|
107,400
|
|
|
$
|
11,307
|
|
|
—
|
|
|
$
|
118,707
|
|
|
Real estate expenses
|
46,781
|
|
|
2,787
|
|
|
$
|
4,002
|
|
|
53,570
|
|
|||
Net operating income (loss)
|
$
|
60,619
|
|
|
$
|
8,520
|
|
|
$
|
(4,002
|
)
|
|
$
|
65,137
|
|
Depreciation and amortization
|
|
|
|
|
|
|
(33,193
|
)
|
|||||||
Impairment of real estate investments
|
|
|
|
|
|
|
(54,153
|
)
|
|||||||
General and administrative expenses
|
|
|
|
|
|
|
(11,195
|
)
|
|||||||
Interest expense
|
|
|
|
|
|
|
(26,033
|
)
|
|||||||
Loss on debt extinguishment
|
|
|
|
|
|
|
(458
|
)
|
|||||||
Interest and other income
|
|
|
|
|
|
|
685
|
|
|||||||
Loss before gain on sale of real estate and other investments and income from discontinued operations
|
|
|
|
|
|
|
(59,210
|
)
|
|||||||
Gain on sale of real estate and other investments
|
|
|
|
|
|
|
11,292
|
|
|||||||
Loss from continuing operations
|
|
|
|
|
|
|
(47,918
|
)
|
|||||||
Income from discontinued operations
|
|
|
|
|
|
|
44,803
|
|
|||||||
Net loss
|
|
|
|
|
|
|
$
|
(3,115
|
)
|
(1)
|
Consists of off-site costs for property management and casualty-related amounts, which are excluded in our assessment of segment performance.
|
|
(in thousands)
|
||||||||||
As of April 30, 2017
|
Multifamily
|
|
|
All Other
|
|
|
Total
|
|
|||
Segment assets
|
|
|
|
|
|
|
|
|
|||
Property owned
|
$
|
1,260,541
|
|
|
$
|
97,988
|
|
|
$
|
1,358,529
|
|
Less accumulated depreciation
|
(232,592
|
)
|
|
(23,007
|
)
|
|
(255,599
|
)
|
|||
Total property owned
|
$
|
1,027,949
|
|
|
$
|
74,981
|
|
|
$
|
1,102,930
|
|
Assets held for sale and assets from discontinued operations
|
|
|
|
|
283,023
|
|
|||||
Cash and cash equivalents
|
|
|
|
|
28,819
|
|
|||||
Restricted cash
|
|
|
|
|
27,981
|
|
|||||
Other assets
|
|
|
|
|
13,306
|
|
|||||
Unimproved land
|
|
|
|
|
18,455
|
|
|||||
Total Assets
|
|
|
|
|
$
|
1,474,514
|
|
|
Date
Acquired
|
|
(in thousands)
|
||||||||||||||||||
|
|
Total
Acquisition
Cost
|
|
|
Form of
Consideration
|
|
Investment Allocation
|
||||||||||||||
Acquisitions
|
|
|
Cash
|
|
|
Land
|
|
|
Building
|
|
|
Intangible
Assets
|
|
||||||||
Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
191 unit - Oxbo - St. Paul, MN
(1)
|
May 26, 2017
|
|
$
|
61,500
|
|
|
$
|
61,500
|
|
|
$
|
5,809
|
|
|
$
|
54,910
|
|
|
$
|
781
|
|
500 unit - Park Place - Plymouth, MN
|
September 13, 2017
|
|
92,250
|
|
|
92,250
|
|
|
10,609
|
|
|
80,711
|
|
|
930
|
|
|||||
274 unit - Dylan - Denver, CO
|
November 28, 2017
|
|
90,600
|
|
|
90,600
|
|
|
12,155
|
|
|
77,249
|
|
|
1,196
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Property Acquisitions
|
|
|
$
|
244,350
|
|
|
$
|
244,350
|
|
|
$
|
28,573
|
|
|
$
|
212,870
|
|
|
$
|
2,907
|
|
(1)
|
Property includes
11,477
square feet of retail space.
|
|
|
|
(in thousands)
|
||||||||||
Development Projects Placed in Service
|
Date Placed
in Service
|
|
Land
|
|
Building
|
|
Development
Cost
|
||||||
Multifamily
|
|
|
|
|
|
|
|
||||||
241 unit - 71 France - Edina, MN
(1)
|
May 1, 2016
|
|
$
|
4,721
|
|
|
$
|
67,642
|
|
|
$
|
72,363
|
|
|
|
|
|
|
|
|
|
||||||
Total Development Projects Placed in Service
|
|
|
$
|
4,721
|
|
|
$
|
67,642
|
|
|
$
|
72,363
|
|
(1)
|
Costs paid in fiscal years 2015 and 2016 totaled
$70.9 million
. Additional costs incurred in fiscal year 2017 totaled
$1.5 million
, for a total project cost at January 31, 2017 of
$72.4 million
. The project is owned by a joint venture entity in which we currently have an approximately
52.6%
interest. The joint venture is consolidated in our financial statements.
|
|
|
|
(in thousands)
|
|
||||||||||
Dispositions
|
Date
Disposed
|
|
Sale Price
|
|
Book Value
and Sale Cost
|
|
Gain/(Loss)
|
|
||||||
Multifamily
|
|
|
|
|
|
|
|
|
||||||
327 unit - 13 Multifamily properties - Minot, ND
(1)
|
August 22, 2017
|
|
$
|
12,263
|
|
|
$
|
11,562
|
|
|
$
|
701
|
|
(2)
|
48 unit - Crown - Rochester, MN
|
December 1, 2017
|
|
5,700
|
|
|
3,318
|
|
|
$
|
2,382
|
|
|
||
16 unit - Northern Valley - Rochester, MN
|
December 1, 2017
|
|
950
|
|
|
690
|
|
|
260
|
|
|
|||
|
|
|
$
|
18,913
|
|
|
$
|
15,570
|
|
|
$
|
3,343
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other
|
|
|
|
|
|
|
|
|
||||||
4,998 sq ft Minot Southgate Wells Fargo Bank - Minot, ND
|
May 15, 2017
|
|
3,440
|
|
|
3,332
|
|
|
108
|
|
|
|||
90,260 sq ft Lexington Commerce Center - Eagan, MN
|
August 22, 2017
|
|
9,000
|
|
|
3,963
|
|
|
5,037
|
|
|
|||
17,640 sq ft 1440 Duckwood Medical - Eagan, MN
|
August 24, 2017
|
|
2,100
|
|
|
1,886
|
|
|
214
|
|
|
|||
279,834 sq ft Edgewood Vista Hermantown I & II - Hermantown, MN
|
October 19, 2017
|
|
36,884
|
|
|
24,631
|
|
|
12,253
|
|
|
|||
518,161 sq ft Urbandale - Urbandale, IA
|
November 22, 2017
|
|
16,700
|
|
|
12,857
|
|
|
3,843
|
|
|
|||
36,053 sq ft 3075 Long Lake Road - Roseville, MN
|
November 28, 2017
|
|
18,650
|
|
|
12,766
|
|
|
5,884
|
|
|
|||
1,205,432 sq ft 25 Healthcare properties
(3)(4)
|
December 29, 2017
|
|
370,267
|
|
|
232,768
|
|
|
137,499
|
|
|
|||
43,404 sq ft Garden View - St. Paul, MN
|
January 19, 2018
|
|
14,000
|
|
|
6,191
|
|
|
7,809
|
|
|
|||
52,116 sq ft Ritchie Medical - St. Paul, MN
|
January 19, 2018
|
|
16,500
|
|
|
10,419
|
|
|
6,081
|
|
|
|||
|
|
|
$
|
487,541
|
|
|
$
|
308,813
|
|
|
$
|
178,728
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unimproved Land
|
|
|
|
|
|
|
|
|
||||||
Bismarck 4916 Unimproved Land - Bismarck, ND
|
August 8, 2017
|
|
$
|
3,175
|
|
|
$
|
3,188
|
|
|
$
|
(13
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Property Dispositions
|
|
|
$
|
509,629
|
|
|
$
|
327,571
|
|
|
$
|
182,058
|
|
|
(1)
|
These properties include: 4th Street 4 Plex, 11th Street 3 Plex, Apartments on Main, Brooklyn Heights, Colton Heights, Fairmont, First Avenue (Apartments and Office), Pines, Southview, Summit Park, Temple (includes 17 South Main Retail), Terrace Heights and Westridge.
|
(2)
|
$626,000
of the gain on sale was deferred. See Note 2 for additional information on the related mortgage note receivable.
|
(3)
|
These properties include: 2800 Medical, 2828 Chicago Avenue, Airport Medical, Billings 2300 Grand Road, Burnsville 303 Nicollet Medical, Burnsville 305 Nicollet Medical, Duluth Denfeld Clinic, Edina 6363 France Medical, Edina 6405 France Medical, Edina 6517 Drew Avenue, Edina 6525 France SMC II, Edina 6545 France SMC I, Gateway Clinic, High Pointe Health Campus, Lakeside Medical Plaza, Mariner Clinic, Minneapolis 701 25th Avenue Medical, Missoula 3050 Great Northern, Park Dental, Pavilion I, Pavilion II, PrairieCare Medical, St Michael Clinic, Trinity at Plaza 16 and Wells Clinic.
|
(4)
|
Sale price includes
$2.6 million
that was deposited into escrow pending the resolution of certain post-closing items. As of January 31, 2018, these items had not yet been resolved.
|
|
|
|
(in thousands)
|
||||||||||
Dispositions
|
Date
Disposed
|
|
Sale Price
|
|
Book Value
and Sale Cost
|
|
Gain/(Loss)
|
||||||
Other
|
|
|
|
|
|
|
|
||||||
195,075 sq ft Stone Container - Fargo, ND
|
July 25, 2016
|
|
$
|
13,400
|
|
|
$
|
4,418
|
|
|
$
|
8,982
|
|
189,244 sq ft 8 Idaho Spring Creek Senior Housing Properties
(1)
|
October 31, 2016
|
|
43,900
|
|
|
37,397
|
|
|
6,503
|
|
|||
28,528 sq ft Grand Forks Carmike - Grand Forks, ND
|
December 29, 2016
|
|
4,000
|
|
|
1,563
|
|
|
2,437
|
|
|||
426,652 sq ft 5 Edgewood Vista Senior Housing Properties
(2)
|
January 18, 2017
|
|
69,928
|
|
|
50,393
|
|
|
19,535
|
|
|||
|
|
|
$
|
131,228
|
|
|
$
|
93,771
|
|
|
$
|
37,457
|
|
|
|
|
|
|
|
|
|
||||||
Unimproved Land
|
|
|
|
|
|
|
|
||||||
Georgetown Square Unimproved - Grand Chute, WI
|
May 6, 2016
|
|
$
|
250
|
|
|
$
|
274
|
|
|
$
|
(24
|
)
|
|
|
|
|
|
|
|
|
||||||
Total Property Dispositions
|
|
|
$
|
131,478
|
|
|
$
|
94,045
|
|
|
$
|
37,433
|
|
(1)
|
These properties include: Spring Creek American Falls, Spring Creek Boise, Spring Creek Eagle, Spring Creek Fruitland, Spring Creek Fruitland Unimproved, Spring Creek Meridian, Spring Creek Overland, Spring Creek Soda Springs and Spring Creek Ustick.
|
(2)
|
These properties include: Edgewood Vista Bismarck, Edgewood Vista Brainerd, Edgewood Vista East Grand Forks, Edgewood Vista Fargo and Edgewood Vista Spearfish.
|
(1)
|
Includes mortgages payable related to assets held for sale and assets of discontinued operations at
April 30, 2017
.
|
(1)
|
Represents only the portion of real estate held for sale that was written-down to estimated fair value.
|
(1)
|
Excluding the effect of the interest rate swap agreement.
|
(2)
|
Includes mortgages payable related to assets held for sale and assets of discontinued operations at April 30, 2017.
|
|
(in thousands)
|
||
Balance at April 30, 2017
|
$
|
7,181
|
|
Net income
|
(537
|
)
|
|
Balance at January 31, 2018
|
$
|
6,644
|
|
•
|
economic conditions in the markets where we own properties or markets in which we may invest in the future;
|
•
|
rental conditions in our markets, including occupancy levels and rental rates, our potential inability to renew tenants or obtain new tenants upon expiration of existing leases, changes in tax and housing laws, or other factors;
|
•
|
adverse changes in real estate markets, including the extent of future demand for multifamily units in our significant markets, barriers of entry into new markets, limitations on our ability to increase rental rates, our inability to identify and consummate attractive acquisitions on favorable terms, our ability to consummate any planned dispositions in a timely manner, and our ability to reinvest sales proceeds successfully;
|
•
|
failure of new acquisitions to achieve anticipated results or be efficiently integrated;
|
•
|
inability to complete lease-up of our projects on schedule and on budget;
|
•
|
inability to sell our non-core properties on terms that are acceptable;
|
•
|
failure to reinvest proceeds from sales of properties into tax-deferred exchanges, which could necessitate special dividend and tax protection payments;
|
•
|
the need to fund tenant improvements or other capital expenditures out of cash flow;
|
•
|
the need to reduce the dividends on our common shares;
|
•
|
financing risks, including our potential inability to obtain debt or equity financing on favorable terms, or at all;
|
•
|
level and volatility of interest or capitalization rates or capital market conditions;
|
•
|
changes in operating costs, including real estate taxes, utilities, and insurance costs;
|
•
|
the availability and cost of casualty insurance for losses;
|
•
|
a significant decline in the market value of real estate serving as collateral for mortgage obligations;
|
•
|
inability to continue to satisfy complex rules in order to maintain our status as a REIT for federal income tax purposes, inability of the Operating Partnership to satisfy the rules to maintain its status as a partnership for federal income tax purposes, and the risk of changes in laws affecting REITs;
|
•
|
inability to attract and retain qualified personnel;
|
•
|
cyber liability or potential liability for breaches of our privacy or information security systems;
|
•
|
inability to comply with environmental laws and regulations; and
|
•
|
other risks identified in this Report, in other SEC reports, or in other documents that we publicly disseminate.
|
•
|
Acquired a 274-unit multifamily property in Denver, CO, for a purchase price of $90.6 million.
|
•
|
Disposed of 27 healthcare properties, two multifamily properties, and two other properties for sales prices totaling $442.8 million.
|
•
|
Paid off $96.2 million of mortgage debt and incurred $6.4 million of prepayment penalties included in continuing and discontinued operations related to properties sold during the quarter.
|
•
|
Amended our line of credit to provide for a new term loan of up to $70 million and entered into a hedge instrument to hedge the risk of an increase in interest rates.
|
•
|
Entered into a purchase agreement to acquire Westend, a 390-unit multifamily apartment community located in downtown Denver, CO. In connection with this proposed acquisition, we have provided a $10 million non-refundable earnest money deposit to the seller. The parties currently anticipate closing the Westend acquisition during the fourth quarter of fiscal year 2018.
|
•
|
Sold a commercial property and adjacent parcel of unimproved land in Bismarck, ND, for an aggregate sale price of $5.5 million.
|
|
(in thousands, except percentages)
|
||||||||||||||||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||
|
January 31,
|
|
2018 vs. 2017
|
|
January 31,
|
|
2018 vs. 2017
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
Real estate rentals
|
$
|
42,858
|
|
|
$
|
39,390
|
|
|
$
|
3,468
|
|
|
8.8
|
%
|
|
$
|
125,431
|
|
|
$
|
116,386
|
|
|
$
|
9,045
|
|
|
7.8
|
%
|
Tenant reimbursement
|
396
|
|
|
838
|
|
|
(442
|
)
|
|
(52.7
|
)%
|
|
1,949
|
|
|
2,321
|
|
|
(372
|
)
|
|
(16.0
|
)%
|
||||||
TOTAL REVENUE
|
$
|
43,254
|
|
|
$
|
40,228
|
|
|
$
|
3,026
|
|
|
7.5
|
%
|
|
$
|
127,380
|
|
|
$
|
118,707
|
|
|
$
|
8,673
|
|
|
7.3
|
%
|
Property operating expenses, excluding real estate taxes
|
15,426
|
|
|
14,571
|
|
|
855
|
|
|
5.9
|
%
|
|
47,018
|
|
|
41,391
|
|
|
5,627
|
|
|
13.6
|
%
|
||||||
Real estate taxes
|
4,609
|
|
|
4,048
|
|
|
561
|
|
|
13.9
|
%
|
|
13,872
|
|
|
12,179
|
|
|
1,693
|
|
|
13.9
|
%
|
||||||
Depreciation and amortization
|
18,390
|
|
|
10,787
|
|
|
7,603
|
|
|
70.5
|
%
|
|
60,998
|
|
|
33,193
|
|
|
27,805
|
|
|
83.8
|
%
|
||||||
Impairment of real estate investments
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
|
|
256
|
|
|
54,153
|
|
|
(53,897
|
)
|
|
(99.5
|
)%
|
||||||
General and administrative expenses
|
3,011
|
|
|
4,172
|
|
|
(1,161
|
)
|
|
(27.8
|
)%
|
|
10,131
|
|
|
11,195
|
|
|
(1,064
|
)
|
|
(9.5
|
)%
|
||||||
TOTAL EXPENSES
|
$
|
41,436
|
|
|
$
|
33,578
|
|
|
$
|
7,858
|
|
|
23.4
|
%
|
|
$
|
132,275
|
|
|
$
|
152,111
|
|
|
$
|
(19,836
|
)
|
|
(13.0
|
)%
|
Operating income (loss )
|
1,818
|
|
|
6,650
|
|
|
(4,832
|
)
|
|
(72.7
|
)%
|
|
(4,895
|
)
|
|
(33,404
|
)
|
|
28,509
|
|
|
(85.3
|
)%
|
||||||
Interest expense
|
(9,236
|
)
|
|
(8,832
|
)
|
|
(404
|
)
|
|
4.6
|
%
|
|
(25,876
|
)
|
|
(26,033
|
)
|
|
157
|
|
|
(0.6
|
)%
|
||||||
Loss on extinguishment of debt
|
(285
|
)
|
|
(458
|
)
|
|
173
|
|
|
(37.8
|
)%
|
|
(818
|
)
|
|
(458
|
)
|
|
(360
|
)
|
|
78.6
|
%
|
||||||
Interest income
|
408
|
|
|
272
|
|
|
136
|
|
|
50.0
|
%
|
|
628
|
|
|
354
|
|
|
274
|
|
|
77.4
|
%
|
||||||
Other income
|
25
|
|
|
155
|
|
|
(130
|
)
|
|
(83.9
|
)%
|
|
288
|
|
|
331
|
|
|
(43
|
)
|
|
(13.0
|
)%
|
||||||
Loss before gain on sale of real estate and other investments and income from discontinued operations
|
(7,270
|
)
|
|
(2,213
|
)
|
|
(5,057
|
)
|
|
228.5
|
%
|
|
(30,673
|
)
|
|
(59,210
|
)
|
|
28,537
|
|
|
(48.2
|
)%
|
||||||
Gain on sale of real estate and other investments
|
12,387
|
|
|
2,437
|
|
|
9,950
|
|
|
408.3
|
%
|
|
17,835
|
|
|
11,292
|
|
|
6,543
|
|
|
57.9
|
%
|
||||||
Income (loss) from continuing operations
|
5,117
|
|
|
224
|
|
|
4,893
|
|
|
2,184.4
|
%
|
|
(12,838
|
)
|
|
(47,918
|
)
|
|
35,080
|
|
|
(73.2
|
)%
|
||||||
Income from discontinued operations
|
146,811
|
|
|
24,965
|
|
|
121,846
|
|
|
488.1
|
%
|
|
164,626
|
|
|
44,803
|
|
|
119,823
|
|
|
267.4
|
%
|
||||||
NET INCOME (LOSS)
|
$
|
151,928
|
|
|
$
|
25,189
|
|
|
$
|
126,739
|
|
|
503.2
|
%
|
|
$
|
151,788
|
|
|
$
|
(3,115
|
)
|
|
$
|
154,903
|
|
|
(4,972.8
|
)%
|
Net income attributable to noncontrolling interests – Operating Partnership
|
(16,236
|
)
|
|
(2,525
|
)
|
|
(13,711
|
)
|
|
543.0
|
%
|
|
(15,365
|
)
|
|
(403
|
)
|
|
(14,962
|
)
|
|
3,712.7
|
%
|
||||||
Net loss attributable to noncontrolling interests – consolidated real estate entities
|
413
|
|
|
446
|
|
|
(33
|
)
|
|
(7.4
|
)%
|
|
1,239
|
|
|
16,585
|
|
|
(15,346
|
)
|
|
(92.5
|
)%
|
||||||
Net income attributable to controlling interests
|
136,105
|
|
|
23,110
|
|
|
112,995
|
|
|
488.9
|
%
|
|
137,662
|
|
|
13,067
|
|
|
124,595
|
|
|
953.5
|
%
|
||||||
Dividends to preferred shareholders
|
(1,766
|
)
|
|
(2,503
|
)
|
|
737
|
|
|
(29.4
|
)%
|
|
(6,864
|
)
|
|
(8,260
|
)
|
|
1,396
|
|
|
(16.9
|
)%
|
||||||
Redemption of Preferred Shares
|
(8
|
)
|
|
(1,435
|
)
|
|
1,427
|
|
|
(99.4
|
)%
|
|
(3,657
|
)
|
|
(1,435
|
)
|
|
(2,222
|
)
|
|
154.8
|
%
|
||||||
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS
|
$
|
134,331
|
|
|
$
|
19,172
|
|
|
$
|
115,159
|
|
|
600.7
|
%
|
|
$
|
127,141
|
|
|
$
|
3,372
|
|
|
$
|
123,769
|
|
|
3,670.5
|
%
|
|
(in thousands, except percentages)
|
||||||||||||||||||||||||||||
|
Three Months Ended January 31,
|
|
Nine Months Ended January 31,
|
||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||||||||||
Multifamily
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Real estate revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Same-store
|
$
|
32,093
|
|
|
$
|
30,506
|
|
|
$
|
1,587
|
|
|
5.2
|
%
|
|
$
|
95,961
|
|
|
$
|
92,036
|
|
|
$
|
3,925
|
|
|
4.3
|
%
|
Non-same-store
|
9,186
|
|
|
5,665
|
|
|
3,521
|
|
|
62.2
|
%
|
|
23,483
|
|
|
15,364
|
|
|
8,119
|
|
|
52.8
|
%
|
||||||
Total
|
$
|
41,279
|
|
|
$
|
36,171
|
|
|
$
|
5,108
|
|
|
14.1
|
%
|
|
$
|
119,444
|
|
|
$
|
107,400
|
|
|
$
|
12,044
|
|
|
11.2
|
%
|
Real estate expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Same-store
|
$
|
14,457
|
|
|
$
|
13,829
|
|
|
$
|
628
|
|
|
4.5
|
%
|
|
$
|
44,617
|
|
|
$
|
40,077
|
|
|
$
|
4,540
|
|
|
11.3
|
%
|
Non-same-store
|
3,774
|
|
|
2,507
|
|
|
1,267
|
|
|
50.5
|
%
|
|
9,967
|
|
|
6,704
|
|
|
3,263
|
|
|
48.7
|
%
|
||||||
Total
|
$
|
18,231
|
|
|
$
|
16,336
|
|
|
$
|
1,895
|
|
|
11.6
|
%
|
|
$
|
54,584
|
|
|
$
|
46,781
|
|
|
$
|
7,803
|
|
|
16.7
|
%
|
Net operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Same-store
|
$
|
17,636
|
|
|
$
|
16,677
|
|
|
$
|
959
|
|
|
5.8
|
%
|
|
$
|
51,344
|
|
|
$
|
51,959
|
|
|
$
|
(615
|
)
|
|
(1.2
|
)%
|
Non-same-store
|
5,412
|
|
|
3,158
|
|
|
2,254
|
|
|
71.4
|
%
|
|
13,516
|
|
|
8,660
|
|
|
4,856
|
|
|
56.1
|
%
|
||||||
Total
|
$
|
23,048
|
|
|
$
|
19,835
|
|
|
$
|
3,213
|
|
|
16.2
|
%
|
|
$
|
64,860
|
|
|
$
|
60,619
|
|
|
$
|
4,241
|
|
|
7.0
|
%
|
Net operating income from other properties
|
1,426
|
|
|
3,057
|
|
|
|
|
|
|
5,834
|
|
|
8,520
|
|
|
|
|
|
||||||||||
Property management and casualty
(1)
|
(1,255
|
)
|
|
(1,283
|
)
|
|
|
|
|
|
(4,204
|
)
|
|
(4,002
|
)
|
|
|
|
|
||||||||||
Depreciation/amortization
|
(18,390
|
)
|
|
(10,787
|
)
|
|
|
|
|
|
(60,998
|
)
|
|
(33,193
|
)
|
|
|
|
|
||||||||||
Impairment of real estate investments
|
—
|
|
|
—
|
|
|
|
|
|
|
(256
|
)
|
|
(54,153
|
)
|
|
|
|
|
||||||||||
General and administrative expenses
|
(3,011
|
)
|
|
(4,172
|
)
|
|
|
|
|
|
(10,131
|
)
|
|
(11,195
|
)
|
|
|
|
|
||||||||||
Interest expense
|
(9,236
|
)
|
|
(8,832
|
)
|
|
|
|
|
|
(25,876
|
)
|
|
(26,033
|
)
|
|
|
|
|
||||||||||
Loss on debt extinguishment
|
(285
|
)
|
|
(458
|
)
|
|
|
|
|
|
(818
|
)
|
|
(458
|
)
|
|
|
|
|
||||||||||
Interest and other income
|
433
|
|
|
427
|
|
|
|
|
|
|
916
|
|
|
685
|
|
|
|
|
|
||||||||||
Loss before gain on sale of real estate and other investments and income from discontinued operations
|
(7,270
|
)
|
|
(2,213
|
)
|
|
|
|
|
|
(30,673
|
)
|
|
(59,210
|
)
|
|
|
|
|
||||||||||
Gain on sale of real estate and other investments
|
12,387
|
|
|
2,437
|
|
|
|
|
|
|
17,835
|
|
|
11,292
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
5,117
|
|
|
224
|
|
|
|
|
|
|
(12,838
|
)
|
|
(47,918
|
)
|
|
|
|
|
||||||||||
Income from discontinued operations
|
146,811
|
|
|
24,965
|
|
|
|
|
|
|
164,626
|
|
|
44,803
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
151,928
|
|
|
$
|
25,189
|
|
|
|
|
|
|
$
|
151,788
|
|
|
$
|
(3,115
|
)
|
|
|
|
|
Occupancy
(2)
|
2018
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Same-store
|
95.2
|
%
|
|
92.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-same-store
|
90.1
|
%
|
|
86.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
94.3
|
%
|
|
91.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Units
|
2018
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Same-store
|
11,320
|
|
|
11,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-same-store
|
2,466
|
|
|
1,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
13,786
|
|
|
13,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
gains or losses on sales of previously depreciated operating properties;
|
•
|
cumulative effect of changes in accounting principles;
|
•
|
impairment write-downs of depreciable real estate assets;
|
•
|
write-downs of investments in affiliates due to a decrease in value of depreciable real estate assets held by affiliates;
|
•
|
depreciation of real estate assets; and
|
•
|
adjustments for unconsolidated partnerships and joint ventures.
|
|
(in thousands, except per share and unit amounts)
|
||||||||||||||||||||||
Three Months Ended January 31,
|
2018
|
|
2017
|
||||||||||||||||||||
|
Amount
|
|
Weighted Avg
Shares and
Units
(1)
|
|
Per Share
and Unit (2) |
|
Amount
|
|
Weighted Avg
Shares and
Units
(1)
|
|
Per Share
and
Unit
(2)
|
||||||||||||
Net income attributable to controlling interests
|
$
|
136,105
|
|
|
|
|
|
|
|
$
|
23,110
|
|
|
|
|
|
|
|
|||||
Less dividends to preferred shareholders
|
1,766
|
|
|
|
|
|
|
|
2,503
|
|
|
|
|
|
|
|
|||||||
Less redemption of preferred shares
|
8
|
|
|
|
|
|
|
|
1,435
|
|
|
|
|
|
|
|
|||||||
Net income available to common shareholders
|
134,331
|
|
|
119,741
|
|
|
$
|
1.12
|
|
|
19,172
|
|
|
121,255
|
|
|
$
|
0.16
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Noncontrolling interests – Operating Partnership
|
16,236
|
|
|
14,434
|
|
|
|
|
2,525
|
|
|
16,120
|
|
|
|
|
|||||||
Depreciation and amortization
|
19,017
|
|
|
|
|
|
|
|
12,933
|
|
|
|
|
|
|
|
|||||||
Gains on depreciable property sales attributable to controlling interests
|
(163,791
|
)
|
|
|
|
|
|
|
(21,972
|
)
|
|
|
|
|
|
|
|||||||
Funds from operations applicable to common shares and Units
|
$
|
5,793
|
|
|
$
|
134,175
|
|
|
$
|
0.04
|
|
|
$
|
12,658
|
|
|
$
|
137,375
|
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
(in thousands, except per share and unit amounts)
|
||||||||||||||||||||||
Nine Months Ended January 31,
|
2018
|
|
2017
|
||||||||||||||||||||
|
Amount
|
|
Weighted Avg
Shares and
Units
(1)
|
|
Per Share
and Unit (2) |
|
Amount
|
|
Weighted Avg
Shares and
Units
(1)
|
|
Per Share
and
Unit
(2)
|
||||||||||||
Net income attributable to controlling interests
|
$
|
137,662
|
|
|
|
|
|
|
|
$
|
13,067
|
|
|
|
|
|
|
|
|||||
Less dividends to preferred shareholders
|
6,864
|
|
|
|
|
|
|
|
8,260
|
|
|
|
|
|
|
|
|||||||
Less redemption of preferred shares
|
3,657
|
|
|
|
|
|
|
|
1,435
|
|
|
|
|
|
|
|
|||||||
Net income available to common shareholders
|
127,141
|
|
|
120,102
|
|
|
$
|
1.06
|
|
|
3,372
|
|
|
$
|
121,175
|
|
|
$
|
0.03
|
|
|||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Noncontrolling interests – Operating Partnership
|
15,365
|
|
|
14,768
|
|
|
|
|
403
|
|
|
16,229
|
|
|
|
|
|||||||
Depreciation and amortization
|
67,030
|
|
|
|
|
|
|
|
39,341
|
|
|
|
|
|
|
|
|||||||
Impairment of real estate attributable to controlling interests
|
256
|
|
|
|
|
|
|
|
39,190
|
|
|
|
|
|
|
|
|||||||
Gains on depreciable property sales attributable to controlling interests
|
(181,477
|
)
|
|
|
|
|
|
|
(37,330
|
)
|
|
|
|
|
|
|
|||||||
Funds from operations applicable to common shares and Units
|
$
|
28,315
|
|
|
$
|
134,870
|
|
|
$
|
0.21
|
|
|
$
|
44,976
|
|
|
$
|
137,404
|
|
|
$
|
0.33
|
|
(2)
|
Net income attributable to Investors Real Estate Trust is calculated on a per Common Share basis. FFO is calculated on a per Common Share and Unit basis.
|
Month
|
Fiscal Year 2018
|
|
|
Fiscal Year 2017
|
|
|
||
July
|
$
|
0.07
|
|
|
$
|
0.13
|
|
|
October
|
$
|
0.07
|
|
|
$
|
0.13
|
|
|
January
|
$
|
0.07
|
|
|
$
|
0.13
|
|
(1)
|
•
|
Disposing of 15 multifamily properties, 33 other properties, and one land parcel for total proceeds of approximately $509.6 million;
|
•
|
Issuing $103.0 million of 6.625% Series C Cumulative Redeemable Preferred Shares, with net proceeds of approximately $99.5 million; and
|
•
|
Closing a $70.0 million term loan that expires in 2023.
|
•
|
Acquiring three apartment properties for approximately $244.4 million;
|
•
|
Redeeming the full outstanding balance of our 7.95% Series B Cumulative Redeemable Preferred Shares for approximately $115.0 million;
|
•
|
Repaying approximately $143.3 million of mortgage principal;
|
•
|
Repurchasing approximately 1.2 million Common Shares and redeeming approximately 1.4 million Units for an aggregate total cost of approximately $15.7 million;
|
•
|
Seller-financing associated with a disposition of approximately $11.0 million and funding a note receivable for a third-party apartment development of approximately $10.2 million; and
|
•
|
Funding multifamily capital expenditures of approximately $10.2 million.
|
|
(in thousands, except for interest rates)
|
||||||||||||||||||||||||||||||
|
Remaining
Fiscal 2018 |
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Fiscal 2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed Rate
|
$
|
2,349
|
|
|
$
|
24,387
|
|
|
$
|
93,475
|
|
|
$
|
92,279
|
|
|
$
|
72,191
|
|
|
$
|
210,193
|
|
|
$
|
494,874
|
|
|
$
|
494,251
|
|
Average Interest Rate
(1)
|
4.67
|
%
|
|
4.47
|
%
|
|
4.24
|
%
|
|
3.64
|
%
|
|
3.35
|
%
|
|
3.83
|
%
|
|
|
|
|
||||||||||
Variable Rate
(2)
|
$
|
369
|
|
|
$
|
6,678
|
|
|
$
|
53,317
|
|
|
$
|
67,029
|
|
|
$
|
608
|
|
|
$
|
70,000
|
|
|
$
|
198,001
|
|
|
$
|
198,001
|
|
Average Interest Rate
(1)
|
3.91
|
%
|
|
3.92
|
%
|
|
3.98
|
%
|
|
3.45
|
%
|
|
3.97
|
%
|
|
3.42
|
%
|
|
|
|
|
(1)
|
Interest rate is annualized.
|
(2)
|
Excludes the effect of the interest rate swap agreement.
|
Exhibit No.
|
Description
|
1.1
|
|
3.1
|
|
3.2
|
|
10.1*
|
|
10.2*
|
|
31.1*
|
|
31.2*
|
|
32.1*
|
|
32.2*
|
|
101 INS**
|
INSTANCE DOCUMENT
|
101 SCH**
|
SCHEMA DOCUMENT
|
101 CAL**
|
CALCULATION LINKBASE DOCUMENT
|
101 LAB**
|
LABELS LINKBASE DOCUMENT
|
101 PRE**
|
PRESENTATION LINKBASE DOCUMENT
|
101 DEF**
|
DEFINITION LINKBASE DOCUMENT
|
*
|
Filed herewith
|
**
|
Submitted electronically herewith. Attached as Exhibit 101 are the following materials from our Quarterly Report on Form 10-Q for the quarter ended January 31, 2018, formatted in eXtensible Business Reporting Language (“XBRL”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) notes to these condensed consolidated financial statements.
|
/s/ Mark O. Decker, Jr.
|
|
Mark O. Decker, Jr.
|
|
President and Chief Executive Officer
|
|
|
|
/s/ John A. Kirchmann
|
|
John A. Kirchmann
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Date: March 12, 2018
|
|
|
|
|
|
|
|
|
|||
|
1.1
|
Affiliate
|
|
|
|
1.2
|
Agreement
|
|
|
|
1.3
|
Broker
|
|
|
|
1.4
|
Closing
|
|
|
|
1.5
|
Closing Date
|
|
|
|
1.6
|
Commitments
|
|
|
|
1.7
|
Contingency Date
|
|
|
|
1.8
|
Contracts
|
|
|
|
1.9
|
Due Diligence Period
|
|
|
|
1.10
|
Earnest Money
|
|
|
|
1.11
|
Ground Leased Sites
|
|
|
|
1.12
|
Ground Leases
|
|
|
|
1.13
|
Hazardous Materials
|
|
|
|
1.14
|
Hazardous Materials Laws
|
|
|
|
1.15
|
Improvements
|
|
|
|
1.16
|
Intangible Personal Property
|
|
|
|
1.17
|
Land
|
|
|
|
1.18
|
Leases
|
|
|
|
1.19
|
Licenses and Permits
|
|
|
|
1.20
|
Major Tenant
|
|
|
|
1.21
|
Non-Disclosure Agreement
|
|
|
|
1.22
|
Owned Sites
|
|
|
|
1.23
|
Permitted Exceptions
|
|
|
|
1.24
|
Personal Property
|
|
|
|
1.25
|
Properties
|
|
|
|
1.26
|
Purchase Price
|
|
|
|
1.27
|
Real Property
|
|
|
|
1.28
|
Retained Liabilities
|
|
|
|
1.29
|
Surveys
|
|
|
|
1.30
|
Tangible Personal Property
|
|
|
|
1.31
|
Title Company
|
|
|
|
1.32
|
Title Evidence
|
|
|
Article 2. Purchase and Sale
|
|
|||
Article 3. Purchase Price
|
|
|||
|
3.1
|
Amount
|
|
|
|
3.2
|
Manner of Payment
|
|
|
Article 4. Closing
|
|
|||
|
4.1
|
Closing Date
|
|
|
4.2
|
Seller's Closing Documents
|
|
|
|
4.3
|
Notice to Tenants
|
|
|
|
4.4
|
Purchaser's Closing Documents
|
|
|
|
4.5
|
Purchaser's Closing Deliveries
|
|
|
|
4.6
|
Closing Escrow
|
|
|
|
4.7
|
Closing Adjustments
|
|
|
|
4.8
|
Possession
|
|
|
Article 5 Title Examination
|
|
|||
|
5.1
|
Title Evidence
|
|
|
|
5.2
|
Purchaser's Objections and Requirements
|
|
|
|
5.3
|
Correction of Title
|
|
|
Article 6. Conditions Precedent
|
|
|||
|
6.1
|
Conditions in Favor of Purchaser
|
|
|
|
6.2
|
Conditions inf Favor of Seller
|
|
|
Article 7. Representations and Warranties
|
|
|||
|
7.1
|
Seller's Representations and Warranties
|
|
|
|
7.2
|
Purchaser's Representations and Warranties
|
|
|
Article 8. Inspection; Due Diligence Period; Condition of Property at Closing
|
|
|||
|
8.1
|
Inspections; Right of Entry
|
|
|
|
8.2
|
Due Diligence
|
|
|
|
8.3
|
Conditions of Properties at Closing
|
|
|
|
8.4
|
Estoppel Certificates
|
|
|
|
8.5
|
Tenant Communications
|
|
|
|
8.6
|
Purchaser's Reliance on its Investigations; "As Is" Sale
|
|
|
Article 9. Operation Pending Closing
|
|
|||
|
9.1
|
Existing Operations
|
|
|
|
9.2
|
New Contracts and Leases
|
|
|
|
9.3
|
Termination of Service Contracts
|
|
|
Article 10. Damage or Destruction
|
|
|||
Article 11. Condemnation
|
|
|||
Article 12. Brokers
|
|
|||
Article 13. Default
|
|
|||
|
13.1
|
Default by Purchaser
|
|
|
|
13.2
|
Default by Seller
|
|
|
Article 14. Termination
|
|
|||
Article 15. Assignability
|
|
|||
Article 16. Confidentiality
|
|
|||
|
16.1
|
General
|
|
|
|
16.2
|
Permitted Disclosures
|
|
|
|
16.3
|
Representatives
|
|
|
|
16.4
|
Public Disclosures
|
|
|
|
16.5
|
Survival
|
|
|
Article 17. Notices
|
|
Article 18. Deferred Exchange
|
|
|||
Article 19. Miscellaneous
|
|
|||
|
19.1
|
Entire Agreement; Modification
|
|
|
|
19.2
|
Survival; No Merger
|
|
|
|
19.3
|
Governing Law
|
|
|
|
19.4
|
Severability
|
|
|
|
19.5
|
Time of Essence
|
|
|
|
19.6
|
Construction
|
|
|
|
19.7
|
Captions, Gender, Number and Language of Inclusion
|
|
|
|
19.8
|
Binding Effect
|
|
|
|
19.9
|
Counterparts
|
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19.10
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Limitation of Liability
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Exhibit H
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Form of Assignment and Assumption of Leases, Warranties and Contracts
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Exhibit I
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Form of Tenant Notice
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Exhibit J
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Form of Tenant Estoppel Certificate
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Exhibit H
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Form of Assignment and Assumption of Leases, Warranties and Contracts
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Exhibit I
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Form of Tenant Notice
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Exhibit J
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Form of Tenant Estoppel Certificate
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Exhibit K
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Form of Ground Lease Estoppel Certificate
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Exhibit L-1
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Requested CC&R Estoppels
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Exhibit L-2
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Material Campus Declaration Estoppels
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Exhibit M
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Form of CC&R Estoppel
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Exhibit N
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Due Diligence Materials
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If to Seller:
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IRET Properties
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If to Purchaser:
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Harrison Street Real Estate, LLC
444 West Lake Street, Suite 2100 Chicago, IL 60606 Attn: Mark Burkemper; Stephen Gordon; Michael Gershowitz Email: MBurkemper@harrisonst.com sgordon@harrisonst.com |
If to Title Company:
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First American Title Insurance Company
801 Nicollet Mall, Suite 1900 Minneapolis, MN 55402 Attn: Kristi Broderick Telephone: 612-305-2005 Email: kbroderick@firstam.com |
OWNED SITES
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Seller
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Name
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Address
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City
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State
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Allocated PP
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IRET Properties
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Burnsville 303 Nicollet Medical
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303 East Nicollet Boulevard
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Burnsville
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MN
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$20,400,000.00
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IRET Properties
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Burnsville 305 Nicollet Medical
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305 East Nicollet Boulevard
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Burnsville
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MN
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$12,800,000.00
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IRET Properties
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Pavilion II
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1001 East Superior Street
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Duluth
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MN
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$22,100,000.00
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IRET Properties
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Ritchie Medical Plaza
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310 North Smith Avenue
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St. Paul
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MN
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$16,500,000.00
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MN Medical
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Edina 6517 Drew Avenue
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6517 Drew Avenue South
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Edina
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MN
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$3,000,000.00
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SMB
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6545 France SMC I
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6545 France Avenue South
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Edina
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MN
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$55,300,000.00
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SMB
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Edina 6525 France SMC II
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6525 France Avenue South
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Edina
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MN
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$22,800,000.00
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SMB
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6565 France SMC III
*included Ground Leased Parking Ramp
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6565 France Avenue South
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Edina
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MN
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$24,900,000.00
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IRET Properties
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2800 Medical Building
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2800 Chicago Ave South
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Minneapolis
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MN
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$12,500,000.00
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IRET Properties
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2828 Midtown Medical & Parking Ramp
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2828 Chicago Ave South
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Minneapolis
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MN
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$29,000,000.00
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IRET Billings
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Billings 2300 Grant Road
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2300 Grant Road
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Billings
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MT
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$5,500,000.00
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IRET Properties
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Bismarck 715 East Broadway (incl. vacant land at 700 E. Main)
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715 East Broadway Ave and 700 East Main Ave
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Bismarck
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ND
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$5,400,000.00
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IRET Properties
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Park Dental
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6437 Brooklyn Boulevard
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Brooklyn Center
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MN
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$3,400,000.00
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IRET Properties
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Prairie Care Medical
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9400 Zane Avenue North
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Brooklyn Park
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MN
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$41,900,000.00
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IRET Properties
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Duluth Denfeld Clinic
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4702 Grand Avenue
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Duluth
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MN
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$4,000,000.00
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IRET Properties
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Fresenius
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4700 Mike Colalillo Drive
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Duluth
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MN
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$1,900,000.00
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IRET Properties
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Wells Clinic
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1120 East 34th Street
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Hibbing
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MN
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$3,700,000.00
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IRET Properties
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High Pointe Health Campus
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8650 Hudson Boulevard
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Lake Elmo
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MN
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$9,000,000.00
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IRET Properties
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Plaza - Trinity
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2815 16th Street Southwest
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Minot
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ND
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$10,000,000.00
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IRET Missoula
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Missoula 3050 Great Northern Ave
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3050 Great Northern Avenue
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Missoula
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MT
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$5,500,000.00
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IRET Properties
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Lakeside Medical Plaza
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17001 Lakeside Hills Plaza
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Omaha
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NE
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$6,600,000.00
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IRET Properties
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Gateway Clinic - Sandstone
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204 Lundorff Drive
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Sandstone
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MN
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$300,000.00
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IRET Properties
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St. Michael Clinic
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4300 Edgewood Drive NE
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St. Michael
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MN
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$3,000,000.00
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GROUND LEASED SITES
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Seller
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Name
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Address
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City
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State
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Allocated PP
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IRET Properties
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Pavilion I
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920 East First Street
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Duluth
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MN
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$15,600,000.00
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IRET Properties
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Edina 6363 France Medical
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6363 France Ave South
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Edina
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MN
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$23,100,000.00
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IRET Properties
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Edina 6405 France Medical
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6405 France Avenue South
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Edina
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MN
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$23,300,000.00
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IRET Properties
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Minneapolis 701 25th Avenue Medical
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701 25th Avenue South
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Minneapolis
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MN
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$15,700,000.00
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IRET Properties
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Gardenview Medical Building
*Includes Gardenview Condominiums
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347 Smith Avenue North
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St. Paul
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MN
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$14,000,000.00
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IRET Properties
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Airport Medical Building
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7550 34th Avenue South
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Minneapolis
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MN
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$2,500,000.00
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IRET Properties
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Mariner Clinic
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109 North 28th Street East
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Superior
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WI
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$3,800,000.00
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2800 Medical Building
The land is situated in the City of Minneapolis, County of Hennepin, State of Minnesota, and is described as follows:
Parcel 1:
Unit Nos. 1 and 2, CIC No. 1848, IRET-Chicago Avenue Medical Condominium, a condominium located in the County of Hennepin. (Torrens property, Certificate of Title No. 1316315) Parcel 2: Non-exclusive pedestrian easement for access purposes, as set forth in the Declaration of Easement for Access Purposes, dated December 28, 2009, recorded December 29, 2009, as Document No. T4716756, in the Office of the Hennepin County Registrar of Titles. |
2828 Midtown Medical & Parking Ramp
The land is situated in the City of Minneapolis, County of Hennepin, State of Minnesota, and is described as follows:
Parcel 1:
Unit No. 3, CIC No. 1848, IRET-Chicago Avenue Medical Condominium, a condominium located in the County of Hennepin. (Torrens property, Certificate of Title No. 1316315) Parcel 2: Non-exclusive pedestrian easement for access purposes, as set forth in the Declaration of Easement for Access Purposes, dated December 28, 2009, recorded December 29, 2009, as Document No. T4716756, in the Office of the Hennepin County Registrar of Titles. |
Airport Medical Building
Real property in the City of Met Airport, County of Hennepin, State of Minnesota, described as follows:
Parcel 1:
That part of the Southwest Quarter of Section 31, Township 28, Range 23, Hennepin County, Minnesota, described as commencing at the Southwest corner of said Section 31; thence on an assumed bearing of North 0 degrees 55 minutes 24 seconds West, along the West line of said Section 31, a distance of 757.50 feet; thence North 89 degrees 07 minutes 06 seconds East a distance of 979.47 feet; thence North 0 degrees 56 minutes 48 seconds West a distance of 262.45 feet, along a line hereinafter referred to as Line "A", to the point of beginning of the parcel to be described; thence South 89 degrees 03 minutes 12 seconds West a distance of 1.04 feet; thence Westerly a distance of 136.75 feet along a tangential curve concave to the South having a radius of 400.00 feet and a central angle of 19 degrees 35 minutes 19 seconds; thence South 69 degrees 27 minutes 53 seconds West, tangent to said curve, a distance of 7.76 feet; thence Northerly a distance of 57.31 feet along a tangential curve concave to the Northeast having a radius of 30.00 feet and a central angle of 109 degrees 27 minutes 15 seconds; thence North 01 degree 04 minutes 52 seconds West, tangent to last described curve, a distance of 674.26 feet; thence Northerly a distance of 7.22 feet along a tangential curve concave to the East having a radius of 27.00 feet and a central angle of 15 degrees 19 minutes 48 seconds; thence North 89 degrees 13 minutes 22 seconds East, not tangent to last described curve, a distance of 173.63 feet; thence South 00 degrees 56 minutes 48 seconds East a distance of 36.98 feet; thence North 89 degrees 13 minutes 22 seconds East a distance of 27.58 feet to a point hereinafter referred to as Point "A"; thence South 00 degrees 56 minutes 48 seconds East a distance of 438.08 feet; thence South 89 degrees 03 minutes 24 seconds West a distance of 18.00 feet to the Northerly extension of said Line "A"; thence South 00 degrees 56 minutes 48 seconds East, along said Northerly extension, a distance of 208.19 feet to the point of beginning. Parcel 2: Non-exclusive easements for access and utilities as contained in Amended Memorandum of Sublease dated March 16, 2001, filed May 22, 2001 as Document No. 7475237. |
Billings 2300 Grant Road
The land is situated in the City of Billings, County of Yellowstone, State of Montana, and is described as follows:
LOT 1-A, BLOCK 3, OF AMENDED LOT 1, BLOCK 3, HOGAN HOMESTEAD SUBDIVISION, IN THE CITY OF BILLINGS, YELLOWSTONE COUNTY, MONTANA, ACCORDING TO THE OFFICIAL PLAT ON FILE IN THE OFFICE OF THE CLERK AND RECORDER OF SAID COUNTY, UNDER DOCUMENT #3100012.
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Bismarck 700 East Main (Vacant Land) & Bismarck 715 East Broadway
The Land is described as follows:
Real property in the City of Bismarck, County of Burleigh, State of North Dakota, described as follows:
PARCEL 1:
LOTS 15 AND 16, BLOCK 42, ORIGINAL PLAT TO THE CITY OF BISMARCK, BURLEIGH COUNTY, NORTH DAKOTA PARCEL 2: LOTS 17 AND 18, BLOCK 42, ORIGINAL PLAT TO THE CITY OF BISMARCK, BURLEIGH COUNTY, NORTH DAKOTA PARCEL 3: SOUTH 66 FEET OF LOTS 7 AND 8, BLOCK 42, ORIGINAL PLAT TO THE CITY OF BISMARCK, BURLEIGH COUNTY, NORTH DAKOTA
PARCEL 4:
LOTS 11, 12, 13 AND 14, BLOCK 42, ORIGINAL PLAT TO THE CITY OF BISMARCK, BURLEIGH COUNTY, NORTH DAKOTA PARCEL 5: NORTH 64 FEET OF LOTS 7 AND 8, BLOCK 42, ORIGINAL PLAT TO THE CITY OF BISMARCK, BURLEIGH COUNTY, NORTH DAKOTA
PARCEL 6:
LOTS 9 AND 10, BLOCK 42, ORIGINAL PLAT TO THE CITY OF BISMARCK, BURLEIGH COUNTY, NORTH DAKOTA PARCEL 7: A PARCEL OF LAND COMPRISING ALL THOSE PARTS OF BLOCK 40 AND 42 AND OF THE VACATED INTERVENING ALLEY AND OF THAT PART OF VACATED 8TH STREET, ALL IN THE ORIGINAL PLAT OF THE CITY OF BISMARCK, BURLEIGH COUNTY, NORTH DAKOTA, ACCORDING TO THE RECORDED PLAT THEREOF ON FILE AND OF RECORD IN THE OFFICE OF THE REGISTER OF DEEDS IN AND FOR BURLEIGH COUNTY, NORTH DAKOTA, BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT 19 IN SAID BLOCK 42; THENCE NORTH ALONG THE WEST LINE OF BLOCK 42 OF THE NORTHWEST CORNER THEREOF; THENCE EAST ALONG THE NORTH LINE OF SAID BLOCK 42 AND ITS EAST EXTENSION ACROSS SAID VACATED ALLEY AND SAID VACATED 8TH STREET AND CONTINUING ALONG THE NORTH LINE OF SAID BLOCK 40 A DISTANCE OF 428 FEET; THENCE SOUTH TO A POINT IN THE SOUTH LINE OF LOT 19 IN SAID BLOCK 40 A DISTANCE OF 428 FEET EAST OF THE POINT OF BEGINNING; THENCE WEST TO THE POINT OF BEGINNING. |
Burnsville 303 Nicollet Medical
The land is situated in the City of Burnsville, County of Dakota, State of Minnesota, and is described as follows:
Parcel 1:
Tract B, REGISTERED LAND SURVEY NUMBER 53, files of Registrar of Titles, County of Dakota. Torrens Property-Certificate of Title No. 144444 Parcel 2: Non-exclusive easements created by Pedestrian Link Reciprocal Easement and Operating Agreement recorded February 12, 1988 as Document No. 198594; amended by Document Nos. 244186, 251108 and 416404. Parcel 3: Non-exclusive easements as contained in Cross Utility Easement Agreement recorded February 17, 2000 as Document No. 416405; amended by Document No. 460372. |
Burnsville 305 Nicollet Medical
The land is situated in the City of Burnsville, County of Dakota, State of Minnesota, and is described as follows:
Parcel 1:
Tract C, REGISTERED LAND SURVEY NUMBER 53, files of Registrar of Titles, County of Dakota. Torrens Property-Certificate of Title No. 144443 Parcel 2: Non-exclusive easements as contained in Parking Agreement recorded December 31, 1986 as Document No. 179500, as amended by Document Nos. 198597, 237321, 244187, 321188, 416403 and 624034.
Parcel 3:
Non-exclusive easements created by Pedestrian Link Reciprocal Easement and Operating Agreement recorded February 12, 1988 as Document No. 198594; amended by Document Nos. 244186, 251108 and 416404. Parcel 4: Non-exclusive easements as contained in Cross Utility Easement Agreement recorded February 17, 2000 as Document No. 416405; amended by Document No. 460372. |
Duluth Denfeld Clinic
The land is situated in the City of Duluth, County of ST. LOUIS, State of Minnesota, and is described as follows:
That part of Block 67, Addition to Oneota and Block 67, Oneota, and the adjacent vacated streets and alleys according to the recorded plat thereof described as follows:
Commencing at the most westerly corner of Block 66, Addition to Oneota; thence Southeasterly along the southwesterly line of said Block 66, a distance of 111.42 feet to the northwesterly right-of-way line of Burlington Northern, Inc., formerly the Northern Pacific Railroad Company; thence continue southeasterly along the southwesterly line of said Block 66 a distance of 168.58 feet to the most southerly corner of said Block 66; thence northeasterly along the southeasterly line of said Block 66, Addition to Oneota and said Block 67, Oneota, a distance of 480.00 feet to the most southerly corner of said Block 67, Oneota; thence continuing northeasterly along the southeasterly line of said Block 67, Oneota, a distance of 128.00 feet to the POINT OF BEGINNING; thence continuing along the southeasterly line of said Block 67, Oneota, a distance of 312.00 feet; thence northwesterly parallel with the northeasterly line of said Block 67 a distance of 280.00 feet to the southeasterly right-of-way of Grand Avenue; thence southwesterly along the northwesterly line of said Block 67 (also being the southeasterly right-of-way of Grand Avenue) a distance of 269.67 feet; thence southeasterly parallel with the northeasterly line of said Block 67, Oneota, a distance of 113.45 feet to the northwesterly right-of-way line of said Burlington Northern, Inc., then southwesterly along the northwesterly right-of-way line of said Burlington Northern, Inc., a distance of 27.33 feet; thence southeasterly along a line parallel with the southwesterly line of Block 67 a distance of 126.88 feet; thence southwesterly parallel with the southeasterly line of said Block 67 a distance of 15.00 feet; thence southeasterly parallel with the southwesterly line of Block 67 a distance of 40.00 feet to the POINT OF BEGINNING, and there terminating,
Together with the adjacent vacated north half of Traverse Street (now Second Street).
(Abstract and Torrens Property) The Torrens portion of the property described above is described as follows: That part of Lot 4 Block 67 ADDITION TO ONEOTA and Lot 4 Block 67 ONEOTA lying northeasterly of a line parallel with and distant 29 feet, 8 inches from the northeasterly line of Lot 4, Block 67, Oneota. (Certificate of Title No. 299522) |
Edina 6363 France Medical
Real property in the City of Edina, County of Hennepin, State of Minnesota, described as follows:
PARCEL 1:
Lot 2, Block 1, Fairview Southdale Addition, according to the recorded plat thereof, Hennepin County, Minnesota. TORRENS PROPERTY: Certificate of Title No. 1068533. PARCEL 2: Non-exclusive easements for access, tunnel, utility, and parking purposes contained and described in the Declaration of Easements and Covenants recorded as Document No. 2000007, in the Supplement and Amendment to Declaration of Easements and Covenants recorded as Document No. 2110251, and in the Second Supplement and Amendment to Declaration of Easements and Covenants recorded as Document No. T05340942, all in the records of the Registrar of Titles, Hennepin County, Minnesota. PARCEL 3: Non-exclusive easements for access, utility, structural support and encroachment purposes contained and described in the Declaration of Easements and Covenants recorded as Document No. 3435498, in the Amendment to Declaration of Easements and Covenants recorded as Document No. T4775649, and in the Second Amendment to Declaration of Easements and Covenants recorded as Document No. T05340941, all in the records of the Registrar of Titles, Hennepin County, Minnesota. |
Edina 6405 France Medical
The land is situated in the City of Edina, County of Hennepin, State of Minnesota, and is described as follows:
Parcel 1:
Tract B, Registered Land Survey No. 1716, Hennepin County, Minnesota. (Torrens property, Certificate of Title No. 1068531) Tract C, Registered Land Survey No. 1716, Hennepin County, Minnesota. (Torrens property, Certificate of Title No. 1068532) Parcel 2: Non-exclusive easements as set forth in the Declaration of Easements and Covenants dated June 29, 2001, recorded September 24, 2001, as Document No. 3435498, in the Office of the Hennepin County Registrar of Titles. Amended by Amendment to Declaration of Easements and Covenants dated July 2, 2010, recorded August 3, 2010, as Document No. T4775649, in the Office of the Hennepin County Registrar of Titles. Further amended by Second Amendment to Declaration of Easements and Covenants dated April 12, 2016, recorded April 19, 2016, as Document No. T05340941, in the Office of the Hennepin County Registrar of Titles. |
Edina 6517 Drew Avenue
The land is situated in the City of Edina, County of Hennepin, State of Minnesota, and is described as follows:
All of Lot 3, Block 4, Southdale Acres, Hennepin County, Minnesota, except the North 157.39 feet thereof as measured along the East and West lines thereof and except that part thereof lying South of the Easterly extension of the North line of Lot 2 said Block 4.
Property is Torrens; Certificate of Title No. 1094622. |
Edina 6525 France
The land is situated in the City of Edina, County of Hennepin, State of Minnesota, and is described as follows:
PARCEL 1:
Tract B, Registered Land Survey No. 1728, Hennepin County, Minnesota. TORRENS PROPERTY: Certificate of Title No. 1332648. PARCEL 2: Non-exclusive easement for pedestrian tunnel purposes contained and described in the Tunnel Agreement recorded as Document No. 1203328 in the records of the Registrar of Titles, Hennepin County, Minnesota. |
Fresenius
The land is situated in the City of Duluth, County of St. Louis, State of Minnesota, and is described as follows:
That part of Lots 3, 4, 5 and 6, Block 3, Oneota Industrial Park First Addition, lying Southwesterly of a line drawn parallel to and 241.76 feet Southwesterly of the Southwest line of Lot 2, Block 3, of Oneota Industrial Park First Addition, extended, described as follows: Beginning at the intersection of a line drawn parallel to and 241.76 feet Southwesterly of the Southwest line of said Lot 2, Block 3 and the Easterly right of way line of Colalillo Drive; thence Southeasterly parallel with the Southwesterly line of said Lot 2, Block 3 a distance of 418.00 feet; thence deflecting to the right 90 degrees for a distance of 120.25 feet; thence deflecting to the right 90 degrees for a distance of 118.00 feet; thence deflecting to the left 55 degrees 06 minutes 28 seconds a distance of 72.99 feet to the Easterly right of way line of Colalillo Drive; thence Northwesterly along the Easterly right of way of Colalillo Drive a distance of 314.86 feet to the point of beginning.
EXCEPT minerals. (Part of the land on Certificate of Title No. 338790) |
Gardenview Medical Building
The land is situated in the City of St Paul, County of Ramsey, State of Minnesota, and is described as follows:
Unit Nos. 5001 and 6001, Common Interest Community No. 385, Garden View Medical Building Condominium, Ramsey County, Minnesota.
(Torrens Property-Certificate of Title Nos. 513966 and 513967) |
Gateway Clinic – Sandstone
The land is situated in the City of Sandstone, County of Pine, State of Minnesota, and is described as follows:
Lot 1, Block 1, Gateway, Pine County, Minnesota.
Property is Abstract. |
High Pointe Health Campus
The land is situated in the City of Lake Elmo, County of Washington, State of Minnesota, and is described as follows:
Parcel A (Certificate of Title No. 60591):
All that part of the Southeast Quarter of the Southeast Quarter of Section 33, Township 29 North, Range 21 West, Washington County, Minnesota, described as follows: Commence at the southeast corner of said Southeast Quarter; thence North 00 degrees 00 minutes 40 seconds West, along the east line of said Southeast Quarter, a distance of 435.61 feet to the point of beginning; continue thence North 00 degrees 00 minutes 40 seconds West, along said east line, a distance of 483.26 feet; thence North 90 degrees 00 minutes 00 seconds West a distance of 683.24 feet; thence South 00 degrees 00 minutes 00 seconds East a distance of 423.69 feet; thence westerly 123.88 feet along the arc of non-tangential curve concave to the south whose radius is 230.00 feet and whose chord bears South 83 degrees 51 minutes 07 seconds West; thence South 68 degrees 24 minutes 49 seconds West a distance of 102.81 feet to a point on the northerly right of way line of Hudson Blvd.; thence southeasterly, along said northerly right of way, a distance of 421.73 feet along the arc of a non-tangential curve concave to the northeast whose radius is 768.51 feet and whose chord bears South 52 degrees 53 minutes 56 seconds East; thence North 00 degrees 00 minutes 40 seconds West a distance of 176.36 feet; thence North 89 degrees 35 minutes 53 seconds East a distance of 175.00 feet; thence South 00 degrees 00 minutes 40 seconds East a distance of 223.25 feet to a point on the northerly right of way line of Hudson Blvd.; thence southeasterly, along said northerly right of way line a distance of 53.13 feet along the arc of a non-tangential curve concave to the north, whose radius is 768.51 feet and whose chord bears South 84 degrees 06 minutes 58 seconds East; continue thence South 86 degrees 05 minutes 47 seconds East a distance of 141.01 feet; thence North 00 degrees 00 minutes 40 seconds West a distance of 301.88 feet; thence North 89 degrees 35 minutes 53 seconds East a distance of 200.00 feet to the point of beginning and there terminating.
Parcel B:
Non-exclusive easement for access purposes as contained in the Easement and Agreement, dated August 30, 2004, recorded October 6, 2004, in the office of the Registrar of Titles as Doc. No. 1150352. |
Lakeside Medical Plaza
The land referred to is situated in the State of Nebraska, County of Douglas and is described as follows:
PARCEL 1: LOT 3, LAKESIDE HILLS REPLAT 4, AN ADDITION TO THE CITY OF OMAHA, DOUGLAS COUNTY, NEBRASKA.
PARCEL 2: TOGETHER WITH THOSE EASEMENT RIGHTS ARISING PURSUANT TO THE DECLARATION OF RESTRICTIONS AND GRANT OF EASEMENTS RECORDED JANUARY 12, 2000 IN MISCELLANEOUS BOOK 1323, PAGE 259 IN THE OFFICE OF THE REGISTER OF DEEDS OF DOUGLAS COUNTY, NEBRASKA. PARCEL 3: TOGETHER WITH THOSE INGRESS AND EGRESS EASEMENT RIGHTS ARISING PURSUANT TO THE PLAT AND DEDICATION RECORDED DECEMBER 29, 1999, IN DEED BOOK 2141, PAGE 27 IN THE OFFICE OF THE REGISTER OF DEEDS OF DOUGLAS COUNTY, NEBRASKA. |
Mariner Clinic
A parcel of land located in the Southeast Quarter of the Southwest Quarter (SE ¼ of SW ¼) of Section Twenty-four (24), Township Forty-nine (49) North, Range Fourteen (14) West, in the City of Superior, Douglas County, Wisconsin, described as follows:
Lot 1, Douglas County Certified Survey Map No. 678 recorded October 5, 1998 in Volume 5, Pages 42-43, as Document No. 702814. more particularly described as follows: Commencing at the Southwest corner of said Section Twenty-four (24); thence North along the West line of said Section 24 on a bearing of N 00°04’42” West a distance of 80.00 feet; thence East on a bearing of S 89°40’12” East along the North right of way line of North 28th Street, a distance of 1745.00 feet; thence North 00°04’42” West a distance of 21.50 feet to the point of beginning; thence continuing North 00°04’42” West a distance of 283.92 feet; thence North 89°42’12” West a distance of 34.18 feet; thence South 00°04’42” East a distance of 38.00 feet; thence North 89°42’12” West a distance of 104.65 feet; thence South 00°04’42” East a distance of 63.66 feet; thence North 89°42’12” West a distance of 41.60 feet; thence South 00°04’42” East a distance of 48.34 feet; thence South 89°42’12” East a distance of 41.60 feet; thence South 00°04’42” East a distance of 133.92 feet; thence South 89°42’12” East a distance of 138.83 feet to the point of beginning and there terminating. Tax Parcel No. 02-802-07098-15 |
Minneapolis 701 25th Avenue Medical
The land is situated in the City of Minneapolis, County of Hennepin, State of Minnesota, and is described as follows:
Parcel A (Abstract property):
The west 147.00 feet of Lots 12, 13 and 14, Block 14, Murphy's Addition to Minneapolis, lying northerly of the following described line: Commencing at the northwest corner of said Lot 14; thence on an assumed bearing of South 00 degrees 02 minutes 20 seconds West along the west line of said Lots 12, 13 and 14 a distance of 164.74 feet to the point of beginning of the line to be described; thence North 89 degrees 59 minutes 14 seconds East a distance of 36.25 feet; thence South 00 degrees 00 minutes 46 seconds East a distance of 1.40 feet; thence North 89 degrees 59 minutes 14 seconds East a distance of 110.75 feet to the east line of the west 147.00 feet of said Lots 12, 13 and 14 and said line there terminating. Parcel B: Non-exclusive easements for tunnel purposes as contained in the Easement Agreement, dated March 26, 1984, recorded September 10, 1984, in the office of the County Recorder as Doc. No. 4923703. Parcel C:
Non-exclusive easements for canopy encroachment and vehicular access purposes as contained in the Easement Agreement, dated March 26, 1984, recorded September 10, 1984, in the office of the County Recorder as Doc. No. 4923704.
Parcel D: Non-exclusive easements for parking and for ingress and egress purposes as contained in the Parking Easement Agreement, dated January 23, 1991, recorded January 25, 1991, in the office of the County Recorder as Doc. No. 5744650. |
Missoula 3050 Great Northern Ave
The land is situated in the City of Missoula, County of Missoula, State of Montana, and is described as follows:
LOT 9 OF RESERVE STREET INDUSTRIAL CENTER - PHASE I, A PLATTED SUBDIVISION IN THE CITY OF MISSOULA, MISSOULA COUNTY, MONTANA, ACCORDING TO THE OFFICIAL RECORDED PLAT THEREOF.
COMMONLY KNOWN AS: 3050 GREAT NORTHERN AVENUE, MISSOULA, MT 59808 |
Park Dental
The land is situated in the City of Brooklyn Center, County of Hennepin, State of Minnesota, and is described as follows:
Parcel 1:
Lot 1, Block 1, Dental Center 2nd Addition, Hennepin County, Minnesota. Property is Abstract. Parcel 2: Non-exclusive easements for parking and ingress and egress purposes, as reserved in Document No. 4472887 and amended by Document No. 7347537. |
Pavilion I
Real property in the City of Duluth, County of ST. LOUIS, State of Minnesota, described as follows:
Parcel A:
Lots 7 and 8, Block 20, PORTLAND DIVISION, including all that portion of said lots lying within 15 feet of the center line of the alley in the rear of said lots; and Lot 9, Block 20, PORTLAND DIVISION. St. Louis County, Minnesota. Torrens Property-Certificate of Title No. 298948.0 Parcel B: The land included within the following boundaries, to-wit: The center line of the alley between Block 13 and Block 20, in PORTLAND DIVISION OF DULUTH, the rear or Southerly line of Lots 10 and 11 in said Block 20, as shown on said plat, and the Westerly side line of said Lot 10 and the Easterly side line of said Lot 11 both side lines produced to the said center line of said alley. and Lots 10 and 11, Block 20, PORTLAND DIVISION OF DULUTH. St. Louis County, Minnesota. Torrens Property-Certificate of Title No. 270028.0 Parcel C: That tract of land lying and being in Block 20 in PORTLAND DIVISION OF DULUTH, lying within the following boundary lines to-wit: The center line of the alley in the rear of said Block; the center line of First Street in the front of said Block; the extended Easterly and Westerly lines of Lot 13 in said Block. and Lot 12, Block 20, PORTLAND DIVISION OF DULUTH, including that portion of the vacated alley adjacent thereto. St. Louis County, Minnesota. Torrens Property-Certificate of Title No. 264755.0
Parcel D:
The following described land situated in PORTLAND DIVISION OF DULUTH: Land included within the following described boundaries: a. Center line of East First Street; b. Extended dividing line between Lots numbered 14 and 13; in Block numbered 20 c. Center line of the alley between Blocks numbered 20 and 13; d. Center line of Tenth Avenue East. St. Louis County, Minnesota. Torrens Property-Certificate of Title No. 210348.0 (Certificate contains additional land) |
Pavilion II
The land is situated in the City of Duluth, County of St. Louis, State of Minnesota, and is described as follows:
Lots One (1) to Twelve (12), inclusive, and the West 10 feet of Lot Thirteen (13), Block Sixteen (16), Portland Division of Duluth, including that portion of the alley which attached to said lots at the time of the vacation thereof.
(Abstract and Torrens Property-Torrens Certificate No. 298846.0) |
Plaza – Trinty
Real property in the City of Minot, County of Ward, State of North Dakota, described as follows:
LOT 2, BLOCK 1, IRET SECOND ADDITION TO THE CITY OF MINOT, WARD COUNTY, NORTH DAKOTA.
|
Prairie Care Medical
The land is situated in the City of Brooklyn Park, County of Hennepin, State of Minnesota, and is described as follows:
Parcel 1:
Lot 1, Block 1, Astra Village 2nd Addition, according to the recorded plat thereof, Hennepin County, Minnesota. (Abstract property) Parcel 2: Non-exclusive easements for drainage, utility and ingress, egress and roadway as contained in the Easement Agreement (For Ingress, Egress, Roadway, Utility and Temporary Construction Purposes) recorded June 6, 2014 as Document No. 10085016. |
Ritchie Medical Plaza
Real property in the City of St Paul, County of Ramsey, State of Minnesota, described as follows:
Parcel 1:
Units 2, 3, 4, 8, 9, 10 and 11, Condominium Number 290, Sherman Street Medical Condominium, Ramsey County, Minnesota. Parcel 2: Non-exclusive easements contained in that certain Declaration of Skyway and Tunnel Easements dated August 16, 1993, filed October 27, 1993, as Document No. 1032578. Parcel 3: Non-exclusive easements contained in that certain Declaration of Covenants and Easements dated August 16, 1993, filed October 27, 1993, as Document No. 1032577. Parcel 4: Non-exclusive easements contained in that certain Sherman Street Medical Condominium Declaration for Condominium dated August 16, 1993, filed December 2, 1993, as Document No. 1036884, as amended by First Amendment to Sherman Street Medical Condominium Declaration for Condominium dated December 18, 2003, filed May 24, 2004, as Document No. 1818313. Torrens Property-Certificate of Title No. 552173. |
St. Michael Clinic
The land is situated in the City of St Michael, County of Wright, State of Minnesota, and is described as follows:
Lot 1, Block 2, Town Center of St. Michael 2nd Addition, Wright County, Minnesota, according to the recorded plat thereof.
(Abstract Property) |
Wells Clinic
The land is situated in the City of Hibbing, County of St. Louis, State of Minnesota, and is described as follows:
Parcel A (Abstract property):
That part of the Southeast Quarter of the Northwest Quarter of Section 19, Township 57 North, Range 20 West of the 4th Principal Meridian, described as follows: Commencing at a point of the south line 845.17 feet West of the southeast corner of said Southeast Quarter of the Northwest Quarter, and assuming said south line to bear West; thence North 1301.97 feet to a point on the north line of said Southeast Quarter of the Northwest Quarter; thence North 89 degrees 22 minutes 43 seconds East along said north line 150.07 feet to the point of beginning of the parcel to be described; thence continue North 89 degrees 22 minutes 43 seconds East 615.47 feet to the northwest corner of Lot 12 of A.R.W. Addition to Hibbing; thence Southerly 312.44 feet along a non-tangential curve, the center of circle bears North 89 degrees 59 minutes 30 seconds West, with a radius of 5454.58 feet and a central angle of 03 degrees 16 minutes 56 seconds; thence West 556.42 feet; thence Northwesterly 78.54 feet along a tangential curve concave to the Northeast with a radius of 50.00 feet and a central angle of 90 degrees 00 minutes 00 seconds; thence North 255.35 feet to the point of beginning. Parcel B:
Non-exclusive easement for utility purposes, as contained in the Easement, dated October 27, 1998, recorded November 10, 1998, in the office of the County Recorder as Doc. No. 734816.
Parcel C: Non-exclusive easement for ingress and egress purposes, as contained in the Easement, dated October 27, 1998, recorded November 10, 1998, in the office of the County Recorder as Doc. No. 734817. |
Building
|
Tenant
|
Suite No.
|
2800 Medical
|
Allina Health Systems
|
Suite 101
|
2800 Medical
|
Allina Health Systems
|
Suite 400
|
2800 Medical
|
Allina/Abbott Northwestern General Medicine Associates
|
Suite 210A and 114
|
2800 Medical
|
Allina/Sister Kenny
|
Suite 102
|
|
|
|
Burnsville 303
|
Fairview Breast Center
|
Suite 220
|
Burnsville 303
|
Fairview Health Services
|
Suite 100 & 140
|
Burnsville 303
|
Fairview Health Services
|
Suite 120, 160 & 180
|
Burnsville 303
|
Fairview Pediatric
|
Suite 372
|
Burnsville 303
|
Fairview Surgical
|
Suite 300 & 310
|
Burnsville 303
|
FHS Maternal Fetal Clinic
|
Suite 363
|
Burnsville 303
|
FHS Ridges Clinic
|
Suite 200
|
Burnsville 303
|
FHS Ridgeview Pharmacy
|
Suite 161
|
Burnsville 305
|
Fairview Pain Management
|
Suite 377
|
|
|
|
Edina 6363
|
Fairview Cardiology
|
Suite 100
|
Edina 6363
|
Fairview Community Pharmacy
|
Suite 214
|
Edina 6363
|
Fairview Health Services
|
Suite 500
|
Edina 6363
|
Fairview Sleep Center
|
Suite 105
|
Edina 6363
|
FHS Southdale Cancer Center
|
Suite 600
|
|
|
|
Edina 6405
|
Fairview MN Heart
|
Suite W240
|
Edina 6405
|
Fairview Surgical
|
Suite W440
|
Edina 6405
|
Fairview Vascular
|
Suite W340
|
|
|
|
Edina 6517
|
Children’s Hospital
|
|
|
|
|
Edina 6525
|
Allina/MN Perinatal
|
Suite 205
|
Edina 6525
|
Fairview Health Services
|
Suite 100
|
Edina 6525
|
Fairview-Vein Solutions
|
Suite 275 & 255
|
|
|
|
Edina 6545
|
Fairview Breast Center
|
Suite 250
|
Edina 6545
|
Fairview Crosstown Clinic
|
Suite 150
|
Edina 6545
|
Fairview Crosstown Pharmacy
|
Suite 100
|
Edina 6545
|
Fairview Health Services
|
Suite 510
|
Edina 6545
|
Fairview Wound
|
Suite 586
|
Edina 6545
|
FHS - Inst. for Athletic
|
Suite 450
|
|
|
|
Gardenview
|
Childrens
|
Suite 501
|
Gardenview
|
Childrens
|
Suite 503
|
Gardenview
|
Childrens
|
Suite 600 & 601
|
Gardenview
|
Childrens
|
Suite 603
|
|
|
|
Minneapolis 701 25th
|
Fairview Health Services
|
Suite 500 & 201B
|
Minneapolis 701 25th
|
Fairview Health Services Sports Surgery
|
Suite 101
|
Minneapolis 701 25th
|
Fairview Ophthalmology
|
Suite 302
|
|
|
|
Ritchie Medical Plaza
|
Allina Health / Breast
|
Suite 300
|
Ritchie Medical Plaza
|
Allina Health Systems
|
Suite 330
|
Ritchie Medical Plaza
|
Childrens Health Care
|
Suite 400 & 480
|
Ritchie Medical Plaza
|
Childrens Respiratory & Critical Care
|
Suite 460
|
|
|
|
St. Michael Clinic
|
Allina Health Systems
|
|
DEED TAX DUE: $
_____________
|
DATE:
[month/day/year]
|
Check applicable box:
The Seller certifies that the Seller does not know of any wells on the described real property.
A well disclosure certificate accompanies this document or has been electronically filed. (If electronically filed, insert WDC number:
[…]
.)
I am familiar with the property described in this instrument and I certify that the status and number of wells on the described real property have not changed since the last previously filed well disclosure certificate.
|
|
Grantor
IRET ENTITY
By:
Name:
Its:
By:
Name:
Its:
|
(Stamp)
|
|
(signature of notarial officer)
Title (and Rank):
My commission expires:
(month/day/year)
|
THIS INSTRUMENT WAS DRAFTED BY:
|
|
TAX STATEMENTS FOR THE REAL PROPERTY DESCRIBED IN THIS INSTRUMENT SHOULD BE SENT TO:
|
|
Notary Public
My Commission expires:
|
RE:
|
___________________________
|
1.1
|
Lease:
___________________ dated as of ___________
|
1.2
|
Amendment(s): _______________________
|
1.3
|
Landlord: __________________________
|
1.4
|
Tenant: ____________________________
|
1.5
|
Premises: _______________________________
(including the rentable square footage)
|
1.6
|
Security Deposit.
Tenant has paid to Landlord a security deposit in the amount of $________________. Landlord has no obligation to segregate the Security Deposit or pay interest thereon.
|
1.7
|
Term.
The Term of the Lease commenced on _______________, and expires on _______________________, subject Tenant’s right to extend the Term as follows: _______________ (if none, so state).
|
1.8
|
Rent, Operating Costs.
The Base Rent presently payable under the Lease is $_____________ per month. The amount of Tenant's Proportionate Share of Operating Costs presently payable under the Lease is $_____________ per month. All Rent payable on the part of the undersigned has been paid through and including _______________.
|
1.9
|
Guaranty
(if none, so state):
_____________________________
|
1.10
|
Options/Right to Purchase the Property
(if none, so state): _____________________
|
1.11
|
Rights of First Offer or First Refusal for Additional Leasehold Space
(if none, so state): _____________________
|
1.12
|
Tenant’s Proportionate Share of Operating Costs.
Tenant’s Proportionate Share of Operating Costs is _____%.
|
RE:
|
___________________________
|
1.13
|
Ground Lease:
___________________ dated as of ___________
|
1.14
|
Amendment(s):
|
1.15
|
Lessor:
|
1.16
|
Lessee:
|
1.17
|
Legal Description of Property:
|
1.18
|
Term.
The Term of the Ground Lease commenced on _______________, and expires on _______________________, subject Lessee’s right to extend the Term as follows: _______________ (if none, so state).
|
1.19
|
Rent.
The Rent presently payable under the Ground Lease is $____________ per month. All Rent payable on the part of the Lessee has been paid through and including _______________.
|
1.20
|
Security Deposit:
(if none, so state): ___________________
|
1.21
|
Options/Right to Purchase the Property
(if none, so state): ___________________
|
1.22
|
Rights of First Offer or First Refusal
(if none, so state): ___________________
|
•
|
Declaration for Common Interest Community No. 1848, IRET-Chicago Avenue Medical Condominium recorded December 29, 2009 as Document No. T4716754
*
|
•
|
Declaration of Common Interest Community No. 385, Garden View Medical Building Condominium recorded December 30, 1999 as Document No. 1587038
*
|
•
|
Declaration of Covenants, Conditions and Restrictions by and between THC, Inc., a Nebraska nonprofit corporation, and Lakeside Hills Association, Inc., a Nebraska nonprofit corporation, dated December 12, 1994 – recorded December 13, 1994 in Miscellaneous Book 1136, Page 1 in the Office of the Register of Deeds Douglas County, Nebraska, as amended
|
•
|
Declaration of Easements and Covenants dated June 29, 2001, recorded September 24, 2001, as Document No. 3435498, as amended
|
•
|
Declaration of Easements and Covenants dated February 28, 1989, as amended;
|
•
|
Amended and Restated Declaration – Doc. No. 597871
|
•
|
Memorandum of Restrictive Covenants, Option and Special Conditions – Doc. No. 179498, as amended
|
•
|
Memorandum of Restrictive Covenants, Option and Special Conditions – Doc. No. 244190, as amended
|
•
|
Declaration of Covenants and Easements dated August 16, 1993
|
•
|
Declaration for Condominium dated August 16, 1993, as amended
*
|
RE:
|
<DOCUMENT NAME> dated <DATE>, recorded <DATE> as Document Number <NUMBER> (the “
Declaration
”)
|
1.
|
that the Declaration is unmodified and in force and effect;
|
2.
|
that there is no currently-existing default under the Declaration by the Property owner in the payment of any sum of money owing to the Certifying Party, and, to the Certifying Party’s actual knowledge, there is no currently-existing default by the Property owner under the Declaration, and, to the Certifying Party’s actual knowledge, no other event has occurred which with the giving of notice by the Certifying Party or the passage of time, or both, would become a default under the Declaration;
|
3.
|
that the amount paid in 2016 was $_______________ and the amount assessed for 2017 is $_______________;
|
4.
|
that the Certifying Party has not performed or caused to be performed, and is not currently performing or causing to be performed, any maintenance or other work or service not in the normal course of operation, the cost of which the Certifying Party is or will be entitled to charge in whole or in part to the Property owner which has not yet been charged to such Property owner; and
|
5.
|
that there are no set-offs, defenses or counterclaims currently being asserted or otherwise known by the Certifying Party against enforcement of any obligations under the Declaration which are to be performed by the Certifying Party.
|
|
|
|
|
|
|
#
|
Item / Task
|
1
|
Environmental - Phase I report
|
2
|
Property Condition Reports
|
|
|
#
|
Item / Task
|
1
|
Site Plan & Floor Plans
|
2
|
Personal Property Inventory
|
3
|
Governmental Notices
|
4
|
Notice of any Litigation, Liens & Threatened Claims
|
5
|
Maintenance Log
|
6
|
Existing Property Brochures
|
7
|
Operating Licenses
|
8
|
Service Contracts
|
9
|
All Warranties (roof, mechanicals, elevator, generator etc., including underlying manufacturer warranties)
|
10
|
Equipment Leases
|
11
|
Utilities Will-Serve Letters
|
12
|
Accounts Receivable & Payable
|
13
|
Resident/Tenant Security Deposits
|
14
|
Safety Programs
|
15
|
Evacuation Plans
|
16
|
Certificate of Occupancy
|
|
|
#
|
Item / Task
|
1
|
Current Year Operating Budget
|
2
|
Current Rent Roll
|
3
|
Y-T-D Income Statement
|
4
|
Historical Income Statement
|
5
|
Occupancy History
|
6
|
Capital Expenditure Projections
|
7
|
Historical Capital Expenditures
|
8
|
Lease Correspondence
|
9
|
Leasing Activity Reports / Lease-up Schedule
|
10
|
Staffing Plan/Payroll Schedule
|
11
|
Current Tax Bill & Personal Property Taxes
|
12
|
Historical Tax Bills
|
13
|
List of RE Tax special assessments
|
14
|
List of Applicable Franchise Taxes
|
15
|
Schedule of all tenant improvements being amortized and reimbursed by tenants, including interest
|
|
|
#
|
Item/ Task
|
1
|
Renderings, Site Plans, and Floor Plans
|
2
|
Existing Entitlements
|
3
|
Plans & Specifications
|
4
|
Building Permits & Licenses
|
5
|
General Contractor Agreements
|
6
|
Architectural Agreements
|
7
|
Bonding Information
|
|
|
#
|
Item / Task
|
1
|
Tenant Leases & Sub-Leases
|
2
|
Tenant Estoppels
|
3
|
Ground Leases
|
4
|
Title Documents
|
5
|
Surveys
|
6
|
Condominium Association Documents
|
7
|
Notices of building, zoning, health, fire etc., code violations and corrective plan
|
|
|
#
|
Item / Task
|
1
|
Property Insurance Policies
|
2
|
Tenant Insurance Policies
|
Ground Leases
|
|||
Property
|
Description
|
Lessor
|
Lessor Options
|
Edina 6363
|
Ground Lease
|
Fairview Health Services
|
Right of First Refusal:
Lessor shall have the right to purchase the leasehold estate of Lessee created hereby for the same price and on the same terms and conditions as contained in the purchase agreement. Lessor shall have until fifteen (15) days from Lessor's receipt of a copy of the purchase agreement in which to notify Lessee of its election to purchase.
|
Edina 6405
|
Air Rights Lease
|
Fairview Health Services
|
Right of First Negotiation:
If Lessee desires to sell the Leasehold Interest, Lessee shall promptly notify Lessor in writing of the price at which Lessee is willing to sell the Leasehold Interest. Lessor and Lessee shall have 30 days thereafter to negotiate a sale and purchase of the Leasehold Interest. If Lessor does not elect to purchase the Leasehold Interest, Lessee shall have nine (9) months thereafter to sell the Leasehold Interest for not less than 95% of the proposed purchase price.
Purchase Option: In 2021 and every 10 years thereafter, Lessor may purchase the Leasehold Interest by giving Lessee at least twelve (12) months' prior written notice. The purchase price shall be the fair market value of the Leasehold Interest as of the later of the date Lessor exercises its option to purchase or the date twelve (12) months prior to the closing date. |
Tenant Rights
|
|||
Property
|
Description
|
Tenant
|
Tenant Options
|
High Pointe
|
Lease Agreement
|
Twin Cities Orthopedics, P.A.
|
Tenant has the right of first offer to purchase the property pursuant to Section 9 of the First Amendment to Lease Agreement
|
St. Michael
|
Lease Agreement
|
Allina Health System
|
Pursuant to Section 34 of the Lease, Tenant shall have the option to purchase the Premises at the end of the Initial Term of the Lease and at the end of each Renewal Term of the Lease
|
Airport Medical
|
Lease Agreement
|
Park Nicollet Health Services
|
Pursuant to Section 36 of the Lease, prior to Landlord entering into any binding agreement (other than a Mortgage) to sell, convey, or otherwise transfer Landlord’s interest in the Premises with a third party, Landlord will give Tenant written notice. Tenant shall have 30 days to exercise its right to acquire Landlord’s interest in the Premises
|
Declarant Rights
|
|||
Property
|
Description
|
Declarant
|
Declarant Options
|
Gardenview
|
CIC Declaration
|
Children's Health Clinic and Allina Health System
|
Declarants have the right of first refusal to purchase on the same terms as any bona fide offer
|
Burnsville 305 Nicollet Ave
|
CCR
|
Fairview Health Services
|
Pursuant to Section 3.3 Grantor has the right of first refusal to purchase on the same terms as any bona fide offer
|
Burnsville 303 Nicollet Ave
|
CCR
|
Fairview Health Services
|
Pursuant to Section 3.3 Grantor has the right of first refusal to purchase on the same terms as any bona fide offer
|
1.
|
Recitals; Defined Terms
. The foregoing Recitals are true and correct and are incorporated herein as part of this First Amendment. Unless otherwise defined herein, capitalized terms have the meanings ascribed to them in the Agreement.
|
2.
|
Fresenius Property
.
|
(a)
|
The following provision is hereby added to the Agreement as Section 1.33:
|
(b)
|
Seller and Purchaser agree that notwithstanding anything to the contrary set forth in the Agreement, the Closing with respect to the Fresenius Property shall not occur on the originally scheduled Closing Date, and the Closing Date for the Fresenius Property shall be extended to the date ten (10) Business Days following satisfaction of the Fresenius Closing Conditions described below, but in no event later than June
|
(i)
|
the Torrens registration with the St. Louis County Examiner of Titles for the registration Fresenius Property is complete and (ii) the St. Louis County Examiner of Title has issued a Certificate of Title to the Fresenius Property to Seller as fee owner of the Fresenius Property such that Seller may cause to be duly recorded with the St. Louis County Examiner of Titles a Deed in the form required hereunder conveying marketable title to the Fresenius Property to Purchaser.
|
(ii)
|
Seller shall have delivered to Purchaser a Tenant Estoppel Certificate with respect to the Lease with Bio-Medical Applications of Minnesota, Inc. at the Fresenius Property dated no more than 30 days prior to the Closing of the Fresenius Property.
|
(iii)
|
Within forty-five (45) days of the initial scheduled Closing Date, Purchaser may perform such additional inspection of onsite environmental conditions at the Fresenius Property as Purchaser deems necessary in its reasonable discretion (subject to the terms of the Agreement with respect to any intrusive testing). Purchaser shall identify to Seller in writing as soon as reasonably practicable following review and evaluation of the results of such inspections any environmental conditions present at the Fresenius Property that are not satisfactory to Purchaser based on such inspections, including, without limitation, indoor air quality. It shall be a Fresenius Closing Condition that Seller shall have remedied such conditions to Purchaser’s satisfaction and at Seller’s cost and expense, which may include, without limitation, upgrading the active vapor mitigation, obtaining a No Association Determination Letter from the Minnesota Pollution Control Agency (“
MCPA
”) and/or taking other remedial actions required at the Fresenius Property as required by the MCPA. If Seller satisfies the conditions set forth in clauses (i) and (ii) above prior the completion of the foregoing, Seller and Purchaser shall have agreed on a form of holdback escrow agreement to be delivered at the Closing for the Fresenius Property pursuant to which funds in an agreed amount will be held in escrow to secure the completion of the outstanding work required to satisfy such conditions.
|
(c)
|
A portion of the Earnest Money equal to $100,000.00 shall be allocated to the Fresenius Property and shall remain in escrow with the Title Company pending the Closing with respect to the Fresenius Property in accordance with the terms hereof. If Seller does not satisfy the Fresenius Closing Conditions on or before the date ten (10) Business Days prior to June 29, 2018, Purchaser, in its sole and absolute discretion, will have the option to terminate this Agreement with respect to the
|
(d)
|
Purchaser hereby waives the due diligence conditions set forth in Section 8.2 of the Agreement with respect to the Fresenius Property and shall have no further right to terminate the Agreement with respect to the Fresenius Property pursuant to Section 8.2 thereof.
|
(e)
|
Except as expressly provided to the contrary in this First Amendment, all of the terms and conditions contained in the Agreement shall survive the Closing with respect to the Fresenius Property.
|
3.
|
Purchase Price
. Section 3.1 of the Agreement hereby is deleted in its entirety and replaced with the following:
|
4.
|
Closing Date
. The first sentence of Section 4.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
5.
|
Escrow; Payment at Closing
.
|
(a)
|
Section 3.2.2 of the Agreement hereby is deleted in its entirety and replaced with the following:
|
(b)
|
The following is hereby added as Section 3.3 of the Agreement:
|
6.
|
Bismarck Property
. Seller and Purchaser agree that this Agreement is hereby terminated with respect to the Property located at 700 E. Main Street and 715 E. Broadway Avenue, Bismarck, ND and all references thereto in the Agreement are hereby deleted.
Exhibit B
to the Agreement is hereby modified to delete therefrom the legal description of the Property labeled “
Bismarck 700 East Main (Vacant Land) & Bismarck 715 East Broadway”
.
|
7.
|
Ground Lease and Condominium Estoppel Conditions
. Seller acknowledges that as of the date hereof, it has not delivered the following required estoppel certificates prior to the Estoppel Delivery Deadline, in each case, in the form required pursuant to the Agreement and reviewed and approved by Purchaser prior to the date hereof: (i) Ground Lease Estoppel with respect to the Ground Lease between Arthur G.W. Posingies and Walter M. Posingies, successors to Michael Posingies, and SMB Operating Company, LLC, successor to Lake Cornelia Company, dated as of October 26, 1955, as amended (the “
Edina Parking Ramp Ground Lease
”), (ii) Ground Lease Estoppel Certificate for the Gardenview Property (the “
Gardenview Ground Lease Estoppel
”), (iii) the Material Campus Declaration Estoppel Certificate with respect to the Gardenview Property (the “
Gardenview Condominium Estoppel
”), and (iv) the Material Campus Declaration Estoppel Certificate with respect to the Ritchie Medical Property (the “
Ritchie Condominium Estoppel
”). By electing to waive
|
(a)
|
If the executed Ground Lease Estoppel Certificate referenced in clause (i) above is not delivered to Purchaser prior to 9:00 AM CT on the Closing Date, Seller shall deliver in favor of Purchaser at Closing a Seller Estoppel Certificate with respect to the Edina Parking Ramp Ground Lease in the form of Exhibit K to the Agreement, and a portion of the Purchase Price equal to $150,000.00 shall be retained in an escrow account with the Title Company pursuant to an escrow agreement in form and substance reasonably acceptable to Seller and Purchaser, to be released to Seller upon the delivery of the Ground Lease Estoppel Certificate duly executed by all persons or entities comprising the ground lessor under the Edina Parking Ramp Ground Lease.
|
(b)
|
If the executed Gardenview Ground Lease Estoppel in the form attached as
Exhibit D-1
hereto and/or the Gardenview Condominium Estoppel in the form attached as
Exhibit D-2
hereto are not delivered to Purchaser prior to 5:00 PM CT on December 27, 2017, Purchaser may elect to adjourn the Closing with respect to the Gardenview Property until the dated that is five (5) Business Days following delivery of both the Gardenview Ground Lease Estoppel and the Gardenview Condominium Estoppel in the forms required above, but in no event later than February 28, 2018. In such instance, a portion of the Earnest Money equal to $150,000.00 shall be allocated to the Gardenview Property and retained by the Title Company to be applied in accordance with the terms hereof, and all applicable terms and conditions of the Agreement related to the Gardenview Property shall survive the initial Closing and continue to apply with respect thereto. If the executed Gardenview Ground Lease Estoppel and the Gardenview Condominium Estoppel in the required forms are not delivered to Purchaser on or prior to January 24, 2018, Purchaser shall be entitled to terminate this Agreement with respect to the Gardenview Property, and the portion of the Earnest Money allocated thereto shall be returned to Purchaser.
|
(c)
|
If the executed Ritchie Condominium Estoppel in the form attached as
Exhibit D-3
hereto is not delivered to Purchaser prior to 5:00 PM CT on December 27, 2017, Purchaser may elect to adjourn the Closing with respect to the Ritchie Medical Property until the dated that is five (5) Business Days following delivery of the Ritchie Condominium Estoppel in the form required above, but in no event later than February 28, 2018. In such instance, a portion of the Earnest Money equal to $150,000.00 shall be allocated to the Ritchie Medical Property and retained by the Title Company to be applied in accordance with the terms hereof, and all applicable terms and conditions of the Agreement related to the Ritchie Medical Property shall survive the initial Closing and continue to apply with respect thereto. If the executed Ritchie Condominium Estoppel in the required form is not delivered to Purchaser on or prior to January 24, 2018, Purchaser shall be entitled to terminate
|
8.
|
Conditions Precedent
. The following is hereby added to Section 6.1 of the Agreement:
|
9.
|
Additional Deliveries
.
|
(a)
|
At Closing, Seller shall execute and deliver a Seller Estoppel Certificate in the form attached as
Exhibit E
hereto.
|
(b)
|
With respect to the Ground Leased Sites, if the applicable recorder’s office will not accept the recording of the applicable Ground Lease Assignment without an original and/or notarized ground lessor consent, and the consent delivered to Purchaser prior to the date hereof is not accepted by the recorder for such purposes, Seller shall request and use commercially reasonable and diligent efforts to obtain
|
(c)
|
Notwithstanding anything to the contrary set forth in Section 8.4.2 of the Agreement, if Trinity Health, the tenant at the Property located at 2815 16th Street SW, Minot, ND, has not delivered a Tenant Estoppel Certificate in the form required pursuant to the Agreement prior to Closing, as a condition thereto, Seller shall deliver a Seller Estoppel Certificate with respect to the applicable Lease at Closing.
|
10.
|
Due Diligence Period
. This Amendment shall constitute Purchaser’s affirmative election to waive the Due Diligence Period and proceed to Closing in accordance with Section 8.2 of the Agreement, as modified by the terms of this Amendment, and subject to all applicable terms and conditions set forth herein and in the Agreement.
|
11.
|
Exhibits
.
|
(a)
|
Exhibit A
to the Agreement (Schedule of Properties and Allocated Purchase Price) hereby is deleted in its entirety and replaced with attached
Exhibit A-1
to this First Amendment. All references in the Agreement to
Exhibit A
hereafter shall be deemed to refer to
Exhibit A-1
of this First Amendment.
|
(b)
|
Attached
Exhibit C
(Holdback Escrow Agreement) hereby is added to the Agreement, is incorporated herein by reference, and is added to the Table of Contents and to Section 1.2 of the Agreement.
|
12.
|
Miscellaneous
|
(a)
|
Except as amended by this First Amendment, the Agreement remains effective in accordance with its terms. The terms of this First Amendment will control over any conflicts between it and the terms of the Agreement.
|
(b)
|
This First Amendment may be executed in two or more identical counterparts, and an electronic transmission shall be binding on the party or parties whose signatures appear thereon. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one amendment, but in making proof of this First Amendment, it shall not be necessary to produce or account for more than one such counterpart.
|
Seller
|
Name
|
Address
|
City
|
State
|
Allocated PP
|
IRET
Properties
|
Burnsville 303 Nicollet Medical
|
303 East Nicollet Boulevard
|
Burnsville
|
MN
|
$20,400,000.00
|
IRET
Properties
|
Burnsville 305 Nicollet Medical
|
305 East Nicollet Boulevard
|
Burnsville
|
MN
|
$12,725,000.00
|
IRET
Properties
|
Pavilion II
|
1001 East Superior Street
|
Duluth
|
MN
|
$22,100,000.00
|
IRET
Properties
|
Ritchie Medical Plaza
|
310 North Smith Avenue
|
St. Paul
|
MN
|
$16,500,000.00
|
MN Medical
|
Edina 6517 Drew Avenue
|
6517 Drew Avenue South
|
Edina
|
MN
|
$3,000,000.00
|
SMB
|
6545 France SMC I
|
6545 France Avenue South
|
Edina
|
MN
|
$54,850,000.00
|
SMB
|
Edina 6525 France SMC II
|
6525 France Avenue South
|
Edina
|
MN
|
$22,800,000.00
|
SMB
|
6565 France SMC III
*included Ground Leased Parking Ramp
|
6565 France Avenue South
|
Edina
|
MN
|
$24,713,000.00
|
IRET
Properties
|
2800 Medical Building
|
2800 Chicago Ave South
|
Minneapolis
|
MN
|
$12,227,000.00
|
IRET
Properties
|
2828 Midtown Medical & Parking Ramp
|
2828 Chicago Ave South
|
Minneapolis
|
MN
|
$28,800,000.00
|
IRET
Billings
|
Billings 2300 Grant Road
|
2300 Grant Road
|
Billings
|
MT
|
$5,500,000.00
|
IRET
Properties
|
Park Dental
|
6437 Brooklyn Boulevard
|
Brooklyn Center
|
MN
|
$3,400,000.00
|
IRET
Properties
|
Prairie Care Medical
|
9400 Zane Avenue North
|
Brooklyn Park
|
MN
|
$41,900,000.00
|
IRET
Properties
|
Duluth Denfeld Clinic
|
4702 Grand Avenue
|
Duluth
|
MN
|
$4,000,000.00
|
IRET
Properties
|
Fresenius
|
4700 Mike Colalillo Drive
|
Duluth
|
MN
|
$1,900,000.00
|
IRET
Properties
|
Wells Clinic
|
1120 East 34th Street
|
Hibbing
|
MN
|
$3,700,000.00
|
IRET
Properties
|
High Pointe Health Campus
|
8650 Hudson Boulevard
|
Lake Elmo
|
MN
|
$8,805,000.00
|
IRET
Properties
|
Plaza - Trinity
|
2815 16th
Street Southwest
|
Minot
|
ND
|
$10,000,000.00
|
IRET
Missoula
|
Missoula 3050 Great Northern Ave
|
3050 Great Northern Avenue
|
Missoula
|
MT
|
$5,500,000.00
|
IRET
Properties
|
Lakeside Medical Plaza
|
17001 Lakeside Hills Plaza
|
Omaha
|
NE
|
$6,600,000.00
|
IRET
Properties
|
Gateway Clinic - Sandstone
|
204 Lundorff Drive
|
Sandstone
|
MN
|
$300,000.00
|
IRET
Properties
|
St. Michael Clinic
|
4300 Edgewood Drive NE
|
St. Michael
|
MN
|
$3,000,000.00
|
Seller
|
Name
|
Address
|
City
|
State
|
Allocated PP
|
IRET
Properties
|
Pavilion I
|
920 East First Street
|
Duluth
|
MN
|
$15,600,000.00
|
IRET
Properties
|
Edina 6363 France Medical
|
6363 France Ave South
|
Edina
|
MN
|
$19,710,814.00
|
IRET
Properties
|
Edina 6405 France Medical
|
6405 France Avenue South
|
Edina
|
MN
|
$18,636,691.00
|
IRET
Properties
|
Minneapolis 701 25th Avenue Medical
|
701 25th
Avenue South
|
Minneapolis
|
MN
|
$15,700,000.00
|
IRET
Properties
|
Gardenview Medical Building
*Includes Gardenview Condominiums
|
347 Smith Avenue North
|
St. Paul
|
MN
|
$14,000,000.00
|
IRET
Properties
|
Airport Medical Building
|
7550 34th
Avenue South
|
Minneapolis
|
MN
|
$2,500,000.00
|
IRET
Properties
|
Mariner Clinic
|
109 North 28th Street East
|
Superior
|
WI
|
$3,800,000.00
|
1.
|
Recitals; Defined Terms
. The foregoing Recitals are incorporated herein as part of this Escrow Agreement. Unless otherwise defined herein, capitalized terms have the meanings ascribed to them in the Agreement.
|
RE:
|
Garden View Medical Building, St. Paul, Minnesota (“Property”)
|
1.1
|
Ground Lease:
Ground Lease between Children’s Health Care, a Minnesota non-profit corporation and Allina Health System, d/b/a United Hospital, a Minnesota non-profit corporation as Lessors and Garden View Medical Building Condominium Association, a Minnesota non-profit corporation as Lessee dated September 13, 1999.
|
1.2
|
Amendment(s):
None.
|
1.3
|
Lessors:
Children’s Health Care, a Minnesota non-profit corporation (“ Children’s ) and Allina Health System, d/b/a United Hospital, a Minnesota non-profit corporation (“Allina”).
|
1.4
|
Lessee:
Garden View Medical Building Condominium Association, a Minnesota non-profit corporation
|
1.5
|
Legal Description of the Property:
See Exhibit A-1
|
1.6
|
Term.
The Term of the Ground Lease commenced on October 1, 1999, and expires on September 30, 2049, subject Lessee’s right to extend the Term as follows: Lessee as two (2) additional terms of ten (10) years each.
|
1.7
|
Rent.
The Basic Rent presently payable under the Ground Lease is $1.00 per year payable on September 1 of each year. In addition to Basic Rent, Lessee is responsible for the payment of taxes, special assessments, operating costs, both capital and non-capital, ordinary and extraordinary, foreseen or unforseen. All Rent payable on the part of the Lessee has been paid through and including August 31, 2018.
|
1.8
|
Security Deposit:
None.
|
1.9
|
Options/Right to Purchase the Property
: See 1.10 below.
|
1.10
|
Rights of First Offer or First Refusal
: Pursuant to Section 17 of the Ground Lease, Allina has the right of first refusal if Children’s desires to sell its interest in the Property. Pursuant to Section 18 of the Ground Lease, Children’s has the right of first refusal if Allina desires to sell its interest in the Property.
|
RE:
|
Declaration for Common Interest Community No. 385, Garden View Medical Building Condominium dated October 1, 1999, recorded December 30, 1999 as Document Number 1587038 (the “
Declaration
”)
|
1.
|
Children’s is a Declarant pursuant to the Declaration and is the owner of Units [____________] in the condominium. Allina is a Declarant pursuant to the Declaration and is the owner of Units [___________] in the condominium.
|
2.
|
that the Declaration and the other Condominium documents set forth on
Exhibit A
hereto (collectively, the “
Condominium Documents
”) are unmodified and in full force and effect. No modification to any Condominium Document has been proposed by any Declarant, unit owner or is currently pending before the Association or the Board of Directors;
|
3.
|
that there is no currently-existing default under the Condominium Documents by the Property owner in the payment of any sum of money owing pursuant to the Condominium Documents, and, to the Certifying Parties’ actual knowledge, there is no currently-existing default by the Property owner under the Condominium Documents and no other event has occurred which with the giving of notice or the passage of time, or both, would become a default under the Condominium Documents by the Property owner;
|
4.
|
neither the Association, nor any other unit owner in the Condominium is currently entitled to any lien on the Property;
|
5.
|
that the amount paid for all assessments for the Property under the Condominium Documents in 2016 was $362,671.56 and the amount assessed for the Property for 2017 is $362,671.56. All such amounts have been paid in full by the owner of the Property. No special assessments were levied by the Association for calendar year 2017 and no special assessments are anticipated to be assessed for calendar year 2018.
|
6.
|
the Board of Directors is currently comprised of 3 Directors.
|
7.
|
there are no outstanding judgments or pending litigation or other disputes against the Association or, to the Certifying Parties’ knowledge, against the Property owner or between the unit owners with respect to the Condominium
|
8.
|
that the Certifying Parties has not performed or caused to be performed, and is not currently performing or causing to be performed, any maintenance or other work or service not in the normal course of operation, the cost of which the Certifying Parties is or will be entitled to charge in whole or in part to the Property owner which has not yet been charged to such Property owner; and
|
9.
|
that there are no set-offs, defenses or counterclaims currently being asserted or otherwise known by the Certifying Parties against enforcement of any obligations under the Declaration which are to be performed by the Certifying Parties.
|
10.
|
By signing this Estoppel, Certifying Parties, in their capacity as Declarant and Unit Owners of all of the Units in the condominium other than the Property hereby waive their right of first refusal and first offer with respect to the transfer of IRET Properties, a North Dakota Limited Partnership’s interest in the Property to Harrison Street Real Estate, LLC or its affiliates.
|
1.
|
Articles of Incorporation of Garden View Medical Building Condominium Association dated September 3, 1999
|
2.
|
Bylaws of Garden View Medical Building Condominium Association dated September 13, 1999
|
3.
|
Community in Interest Number 385 for Garden View Medical Building Condominium dated October 28, 1999
|
RE:
|
Condominium Number 290 Sherman Street Medical Condominium Declaration for Condominium dated August 16, 1993, recorded December 2, 1993 as Document Number 1036884, as amended by the First Amendment to Sherman Street Medical Condominium Declaration for Condominium dated December 18, 2003, recorded May 24, 2004 as Document Number 1818313 (the “
Declaration
”).
|
1.
|
that the Declaration and the other Condominium documents set forth on
Exhibit A
hereto (collectively, the “
Condominium Documents
”) are unmodified and in full force and effect. No modification to any Condominium Document has been proposed by any unit owner or is currently pending before the Association or the Board of Directors.
|
2.
|
that there is no currently-existing default under the Condominium Documents by the Property owner in the payment of any sum of money owing pursuant to the Condominium Documents, and, to the Association’s actual knowledge, there is no currently-existing default by the Property owner under the Condominium Documents and no other event has occurred which with the giving of notice or the passage of time, or both, would become a default under the Condominium Documents by the Property owner;
|
3.
|
neither the Association, nor, to the Association’s knowledge, any other unit owner in the Condominium, is currently entitled to any lien on the Property;
|
4.
|
that the amount paid for all assessments for the Property under the Condominium Documents in 2016 was $659,138.28 and the amount assessed for the Property in 2017 is $659,138.28. All such amounts have been paid in full by the owner of the Property. No special assessments were levied by the Association for calendar year 2017 and no special assessments are anticipated to be assessed for calendar year 2018.
|
5.
|
the Association is not responsible for the operation and maintenance of the adjacent skyway and tunnel easements, similarly there are no amounts charged to the Association, or by the Association to the unit owners, for such operation and maintenance.
|
6.
|
no condominium unit is owned by the Association. The Board of Directors of the Association is currently comprised of 4 Directors.
|
7.
|
there are no outstanding judgments or pending litigation or other disputes against the Association or, to the Association’s knowledge, against the Property owner or between the unit owners with respect to the Condominium.
|
8.
|
that the Association has not performed or caused to be performed, and is not currently performing or causing to be performed, any maintenance or other work or service not in the normal course of operation, the cost of which the Association is or will be entitled to charge in whole or in part to the Property owner which has not yet been charged to such Property owner. No capital improvement projects are proposed or contemplated by the Association for calendar year 2018.
|
9.
|
that there are no set-offs, defenses or counterclaims currently being asserted or otherwise known by the Association against enforcement of any obligations under the Declaration which are to be performed by the Association.
|
1.
|
Articles of Incorporation of Sherman Street Medical Condominium Association, Inc., dated August 6, 1993
|
2.
|
Bylaws of Sherman Street Medical Condominium Association, Inc., executed August 16, 1993
|
3.
|
Condominium Number 290 Sherman Street Medical Condominium Site Plan and Ground Level Plan, executed November 17, 1993 and filed December 2, 1993
|
RE:
|
920 East First Street, Duluth, MN (“
Pavilion I
”); 4702 Grand Avenue, Duluth, MN (“
Denfeld Clinic
”); 109 North 28
th
Street East, Superior, WI (“
Mariner Clinic
”); 8650 Hudson Boulevard, Lake Elmo, MN (“
High Pointe Health Campus
”); 9400 Zane Avenue North, Brooklyn Park, MN (“
Prairie Care Medical
”); 4300 Edgewood Drive NE, St. Michael, MN (“
St. Michael Clinic
”); (collectively, the “
Properties
”); capitalized terms not defined herein shall have the meaning ascribed in the respective lease agreement.
|
1.
|
As of the date hereof, the balance of the Replacement Reserve held by Landlord in accordance with the terms of the Lease is $____________.
|
2.
|
Tenant has not submitted any draw requests for disbursements from the Replacement Reserve to Landlord that remain outstanding, except for _________________________.
|
1.
|
As of the date hereof, the balance of the Replacement Reserve held by Landlord in accordance with the terms of the Lease is $____________.
|
2.
|
Tenant has not submitted any draw requests for disbursements from the Replacement Reserve to Landlord that remain outstanding, except for _________________________.
|
1.
|
As of the date hereof, the balance of the Replacement Reserve held by Landlord in accordance with the terms of the Lease is $____________.
|
2.
|
Tenant has not submitted any draw requests for disbursements from the Replacement Reserve to Landlord that remain outstanding, except for _________________________.
|
1.
|
Tenant [ is / is not ] currently providing its own cleaning services in the leased premises pursuant to the Fifth Amendment to Lease Agreement.
|
2.
|
The amount of the annual credit to which Tenant is currently entitled for the cost of cleaning services provided directly by Tenant is $_____________.
|
1.
|
Tenant has not exercised its expansion right pursuant to Section 13 of the Lease as of the date hereof. Seller, as Landlord, has not received any notice of exercise and Tenant has not submitted any plans to Landlord for Landlord’s review.
|
1.
|
Tenant has not exercised its expansion right pursuant to Section 35 of the Lease Agreement. Seller, as Landlord, has not received any notice of exercise and Tenant has not submitted any plans to Landlord for Landlord’s review.
|
1
|
I have reviewed this quarterly report on Form 10-Q 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 in the case of an annual report) 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 the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
|
all significant deficiencies and material weaknesses in the design or operation of internal control 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.
|
By:
|
/s/ Mark O. Decker, Jr.
|
|
|
Mark O. Decker, Jr., President and Chief Executive Officer
|
|
1
|
I have reviewed this quarterly report on Form 10-Q 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 in the case of an annual report) 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 the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
|
all significant deficiencies and material weaknesses in the design or operation of internal control 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.
|
By:
|
/s/ John A. Kirchmann
|
|
|
John A. Kirchmann, Executive Vice President and Chief Financial Officer
|
|
|
|
|
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/ Mark O. Decker, Jr.
|
|
Mark O. Decker, Jr.
|
|
President and Chief Executive Officer
|
|
March 12, 2018
|
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/ John A. Kirchmann
|
|
John A. Kirchmann
|
|
Executive Vice President and Chief Financial Officer
|
|
March 12, 2018
|