|
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
þ
|
No ☐
|
Yes
þ
|
No ☐
|
Large accelerated filer
þ
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller Reporting Company ☐
|
Emerging growth company ☐
|
Yes ☐
|
No
þ
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Shares of Beneficial Interest, no par value
|
IRET
|
New York Stock Exchange
|
Series C Cumulative Redeemable Preferred Shares
|
IRET-C
|
New York Stock Exchange
|
|
|
Page
|
|
|
|
|
|
|
|
(in thousands, except per share data)
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Real estate investments
|
|
|
|
||||
Property owned
|
$
|
1,673,158
|
|
|
$
|
1,627,636
|
|
Less accumulated depreciation
|
(371,672
|
)
|
|
(353,871
|
)
|
||
|
1,301,486
|
|
|
1,273,765
|
|
||
Unimproved land
|
2,252
|
|
|
5,301
|
|
||
Mortgage loans receivable
|
10,260
|
|
|
10,410
|
|
||
Total real estate investments
|
1,313,998
|
|
|
1,289,476
|
|
||
Cash and cash equivalents
|
23,329
|
|
|
13,792
|
|
||
Restricted cash
|
4,819
|
|
|
5,464
|
|
||
Other assets
|
29,166
|
|
|
27,265
|
|
||
TOTAL ASSETS
|
$
|
1,371,312
|
|
|
$
|
1,335,997
|
|
LIABILITIES, MEZZANINE EQUITY, AND EQUITY
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
40,697
|
|
|
$
|
40,892
|
|
Revolving lines of credit
|
118,677
|
|
|
57,500
|
|
||
Term loans,
net of unamortized loan costs of $964 and $1,009, respectively
|
144,036
|
|
|
143,991
|
|
||
Mortgages payable,
net of unamortized loan costs of $1,637 and $1,777, respectively
|
430,950
|
|
|
444,197
|
|
||
TOTAL LIABILITIES
|
$
|
734,360
|
|
|
$
|
686,580
|
|
COMMITMENTS AND CONTINGENCIES (NOTE 6)
|
|
|
|
||||
REDEEMABLE NONCONTROLLING INTERESTS – CONSOLIDATED REAL ESTATE ENTITIES
|
—
|
|
|
5,968
|
|
||
SERIES D PREFERRED UNITS
(Cumulative convertible preferred units, $100 par value, 166 units issued and outstanding at March 31, 2019 and no units issued and outstanding at December 31, 2018, aggregate liquidation preference of $16,560)
|
16,560
|
|
|
—
|
|
||
EQUITY
|
|
|
|
||||
Series C Preferred Shares of Beneficial Interest
(Cumulative redeemable preferred shares, no par value, $25 per share liquidation preference, 4,118 shares issued and outstanding at March 31, 2019 and December 31, 2018, aggregate liquidation preference of $102,971)
|
99,456
|
|
|
99,456
|
|
||
Common Shares of Beneficial Interest
(Unlimited authorization, no par value, 11,768 shares issued and outstanding at March 31, 2019 and 11,942 shares issued and outstanding at December 31, 2018)
|
895,381
|
|
|
899,234
|
|
||
Accumulated distributions in excess of net income
|
(443,661
|
)
|
|
(429,048
|
)
|
||
Accumulated other comprehensive income
|
(3,139
|
)
|
|
(856
|
)
|
||
Total shareholders’ equity
|
$
|
548,037
|
|
|
$
|
568,786
|
|
Noncontrolling interests – Operating Partnership
(1,365 units at March 31, 2019 and 1,368 units at December 31, 2018)
|
66,060
|
|
|
67,916
|
|
||
Noncontrolling interests – consolidated real estate entities
|
6,295
|
|
|
6,747
|
|
||
Total equity
|
$
|
620,392
|
|
|
$
|
643,449
|
|
TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY
|
$
|
1,371,312
|
|
|
$
|
1,335,997
|
|
|
(in thousands, except per share data)
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
REVENUE
|
$
|
45,608
|
|
|
$
|
43,035
|
|
EXPENSES
|
|
|
|
||||
Property operating expenses, excluding real estate taxes
|
14,804
|
|
|
14,246
|
|
||
Real estate taxes
|
5,232
|
|
|
5,021
|
|
||
Property management expense
|
1,554
|
|
|
1,377
|
|
||
Casualty loss
|
641
|
|
|
50
|
|
||
Depreciation and amortization
|
18,111
|
|
|
20,516
|
|
||
General and administrative expenses
|
3,806
|
|
|
3,619
|
|
||
TOTAL EXPENSES
|
$
|
44,148
|
|
|
$
|
44,829
|
|
Operating income (loss)
|
1,460
|
|
|
(1,794
|
)
|
||
Interest expense
|
(7,896
|
)
|
|
(8,296
|
)
|
||
Loss on extinguishment of debt
|
(2
|
)
|
|
(121
|
)
|
||
Interest income
|
407
|
|
|
673
|
|
||
Other income
|
17
|
|
|
16
|
|
||
Income (loss) before gain (loss) on sale of real estate and other investments and income (loss) from discontinued operations
|
(6,014
|
)
|
|
(9,522
|
)
|
||
Gain (loss) on sale of real estate and other investments
|
54
|
|
|
2,304
|
|
||
Income (loss) from continuing operations
|
(5,960
|
)
|
|
(7,218
|
)
|
||
Income (loss) from discontinued operations
|
—
|
|
|
13,882
|
|
||
NET INCOME (LOSS)
|
$
|
(5,960
|
)
|
|
$
|
6,664
|
|
Dividends to preferred unitholders
|
(57
|
)
|
|
—
|
|
||
Net (income) loss attributable to noncontrolling interests – Operating Partnership
|
743
|
|
|
(580
|
)
|
||
Net (income) loss attributable to noncontrolling interests – consolidated real estate entities
|
576
|
|
|
520
|
|
||
Net income (loss) attributable to controlling interests
|
(4,698
|
)
|
|
6,604
|
|
||
Dividends to preferred shareholders
|
(1,705
|
)
|
|
(1,705
|
)
|
||
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS
|
$
|
(6,403
|
)
|
|
$
|
4,899
|
|
Earnings (loss) per common share from continuing operations – basic and diluted
|
$
|
(0.54
|
)
|
|
$
|
(0.63
|
)
|
Earnings (loss) per common share from discontinued operations – basic and diluted
|
—
|
|
|
1.04
|
|
||
NET EARNINGS (LOSS) PER COMMON SHARE – BASIC & DILUTED
|
$
|
(0.54
|
)
|
|
$
|
0.41
|
|
|
(in thousands)
|
||||||
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
(5,960
|
)
|
|
$
|
6,664
|
|
Other comprehensive income:
|
|
|
|
||||
Unrealized gain (loss) from derivative instrument
|
(2,282
|
)
|
|
1,720
|
|
||
(Gain) loss on derivative instrument reclassified into earnings
|
(1
|
)
|
|
102
|
|
||
Total comprehensive income (loss)
|
$
|
(8,243
|
)
|
|
$
|
8,486
|
|
Net comprehensive (income) loss attributable to noncontrolling interests – Operating Partnership
|
980
|
|
|
(772
|
)
|
||
Net (income) loss attributable to noncontrolling interests – consolidated real estate entities
|
576
|
|
|
520
|
|
||
Comprehensive income (loss) attributable to controlling interests
|
$
|
(6,687
|
)
|
|
$
|
8,234
|
|
|
(in thousands, except per share data)
|
||||||||||||||||||||||||
|
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 December 31, 2017
|
$
|
99,456
|
|
12,004
|
|
|
$
|
902,305
|
|
|
$
|
(374,365
|
)
|
|
$
|
(539
|
)
|
|
$
|
87,186
|
|
|
$
|
714,043
|
|
Net income (loss) attributable to controlling interests and nonredeemable noncontrolling interests
|
|
|
|
|
|
6,604
|
|
|
|
|
281
|
|
|
6,885
|
|
||||||||||
Change in fair value of derivatives
|
|
|
|
|
|
|
|
|
1,822
|
|
|
|
|
|
1,822
|
|
|||||||||
Distributions - common shares and units ($0.70 per share and unit)
|
|
|
|
|
|
(8,405
|
)
|
|
|
|
(990
|
)
|
|
(9,395
|
)
|
||||||||||
Distributions – Series C preferred shares ($0.4140625 per Series C share)
|
|
|
|
|
|
(1,705
|
)
|
|
|
|
|
|
(1,705
|
)
|
|||||||||||
Shares issued and share-based compensation
|
|
|
2
|
|
|
441
|
|
|
|
|
|
|
|
|
441
|
|
|||||||||
Redemption of units for common shares
|
|
|
2
|
|
|
34
|
|
|
|
|
|
|
(34
|
)
|
|
—
|
|
||||||||
Redemption of units for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,237
|
)
|
|
(2,237
|
)
|
||||||||
Shares repurchased
|
|
(29
|
)
|
|
(1,442
|
)
|
|
|
|
|
|
|
|
(1,442
|
)
|
||||||||||
Other
|
|
|
|
(26
|
)
|
|
|
|
|
|
81
|
|
|
55
|
|
||||||||||
Balance March 31, 2018
|
$
|
99,456
|
|
11,979
|
|
|
$
|
901,312
|
|
|
$
|
(377,871
|
)
|
|
1,283
|
|
|
$
|
84,287
|
|
|
$
|
708,467
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance December 31, 2018
|
$
|
99,456
|
|
11,942
|
|
|
$
|
899,234
|
|
|
$
|
(429,048
|
)
|
|
$
|
(856
|
)
|
|
$
|
74,663
|
|
|
$
|
643,449
|
|
Net income (loss) attributable to controlling interests and nonredeemable noncontrolling interests
|
|
|
|
|
|
(4,698
|
)
|
|
|
|
(1,145
|
)
|
|
(5,843
|
)
|
||||||||||
Change in fair value of derivatives
|
|
|
|
|
|
|
|
(2,283
|
)
|
|
|
|
(2,283
|
)
|
|||||||||||
Distributions – common shares and units ($0.70 per share and unit)
|
|
|
|
|
|
(8,210
|
)
|
|
|
|
(957
|
)
|
|
(9,167
|
)
|
||||||||||
Distributions – Series C preferred shares ($0.4140625 per Series C share)
|
|
|
|
|
|
(1,705
|
)
|
|
|
|
|
|
(1,705
|
)
|
|||||||||||
Shares issued and share-based compensation
|
|
|
|
|
436
|
|
|
|
|
|
|
|
|
436
|
|
||||||||||
Redemption of units for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
(156
|
)
|
|
(156
|
)
|
||||||||
Shares repurchased
|
|
|
(174
|
)
|
|
(8,815
|
)
|
|
|
|
|
|
|
|
|
(8,815
|
)
|
||||||||
Acquisition of redeemable noncontrolling interests
|
|
|
|
4,549
|
|
|
|
|
|
|
|
|
4,549
|
|
|||||||||||
Other
|
|
|
|
|
(23
|
)
|
|
|
|
|
|
(50
|
)
|
|
(73
|
)
|
|||||||||
Balance March 31, 2019
|
$
|
99,456
|
|
11,768
|
|
|
$
|
895,381
|
|
|
$
|
(443,661
|
)
|
|
$
|
(3,139
|
)
|
|
$
|
72,355
|
|
|
$
|
620,392
|
|
|
(in thousands)
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net income (loss)
|
$
|
(5,960
|
)
|
|
$
|
6,664
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization, including amortization of capitalized loan costs
|
18,413
|
|
|
20,859
|
|
||
(Gain) loss on sale of real estate, land, other investments and discontinued operations
|
(54
|
)
|
|
(16,036
|
)
|
||
Share-based compensation expense
|
416
|
|
|
425
|
|
||
Other, net
|
374
|
|
|
835
|
|
||
Changes in other assets and liabilities:
|
|
|
|
|
|
||
Other assets
|
(1,542
|
)
|
|
(5,026
|
)
|
||
Accounts payable and accrued expenses
|
(5,355
|
)
|
|
(3,972
|
)
|
||
Net cash provided by operating activities
|
$
|
6,292
|
|
|
$
|
3,749
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Increase in notes receivable
|
—
|
|
|
(4,493
|
)
|
||
Proceeds from sale of real estate and other investments
|
2,912
|
|
|
34,732
|
|
||
Payments for acquisitions of real estate assets
|
(27,741
|
)
|
|
(128,934
|
)
|
||
Payments for improvements of real estate assets
|
(801
|
)
|
|
(2,504
|
)
|
||
Other investing activities
|
109
|
|
|
24
|
|
||
Net cash provided by (used by) investing activities
|
$
|
(25,521
|
)
|
|
$
|
(101,175
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Principal payments on mortgages payable
|
(13,503
|
)
|
|
(42,804
|
)
|
||
Proceeds from revolving lines of credit
|
79,677
|
|
|
72,000
|
|
||
Principal payments on revolving lines of credit
|
(18,500
|
)
|
|
(153,000
|
)
|
||
Principal payments on construction debt
|
—
|
|
|
(21,689
|
)
|
||
Payments for acquisition of noncontrolling interests – consolidated real estate entities
|
(1,239
|
)
|
|
—
|
|
||
Repurchase of common shares
|
(8,815
|
)
|
|
(1,442
|
)
|
||
Repurchase of partnership units
|
(156
|
)
|
|
(2,237
|
)
|
||
Distributions paid to common shareholders
|
(8,336
|
)
|
|
(8,405
|
)
|
||
Distributions paid to preferred shareholders
|
—
|
|
|
(1,705
|
)
|
||
Distributions paid to noncontrolling interests – Unitholders of the Operating Partnership
|
(957
|
)
|
|
(990
|
)
|
||
Distributions paid to noncontrolling interests – consolidated real estate entities
|
(50
|
)
|
|
(53
|
)
|
||
Net cash provided by (used by) financing activities
|
$
|
28,121
|
|
|
$
|
(160,325
|
)
|
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
|
8,892
|
|
|
(257,751
|
)
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD
|
19,256
|
|
|
286,226
|
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD
|
$
|
28,148
|
|
|
$
|
28,475
|
|
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
||
Accrued capital expenditures
|
$
|
1,167
|
|
|
$
|
(222
|
)
|
Distributions declared but not paid
|
1,705
|
|
|
—
|
|
||
Property acquired through issuance of Series D preferred units
|
16,560
|
|
|
—
|
|
||
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
7,350
|
|
|
$
|
8,114
|
|
Standard
|
Description
|
Date of Adoption
|
Effect on the Financial Statements or Other Significant Matters
|
ASU 2016-02,
Leases;
ASU 2018-10,
Codification Improvements to Topic 842, Leases;
ASU 2018-11,
Leases: Targeted Improvements;
ASU 2018-20,
Leases (Topic 842) - Narrow-Scope Improvements for Leases
|
These ASUs amend existing accounting standards for lease accounting, including requiring lessees to recognize most leases on the balance sheet and making certain changes to lessor accounting.
|
These ASUs are effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted. We adopted these standards using the modified retrospective approach effective January 1, 2019.
|
Our residential leases, where we are the lessor, will continue to be accounted for as operating leases under the new standards. As a result of adopting these standards, there were no significant changes in the accounting for lease revenue. For leases where we are the lessee, we recognized a right of use asset and lease liability of $889,000 and $1.0 million, respectively, on our consolidated balance sheets. There are also additional disclosures required under the new standard. Refer to the Leases section below for more information regarding the impact of adopting the standards on our condensed consolidated financial statements.
|
ASU 2018-13,
Fair Value Measurements (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirement for Fair Value Measurements
|
This ASU eliminates certain disclosure requirements affecting all levels of measurement, and modifies and adds new disclosure requirements for Level 3 measurements.
|
This ASU is effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted.
|
We are currently evaluating the impact the new standard may have on our disclosures.
|
ASU 2018-15,
Intangibles - Goodwill and Other - Internal-Use Software (Topic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract
|
This ASU reduces the complexity for the accounting for costs of implementing a cloud computing service arrangement. The standard aligns various requirements for capitalizing implementation costs.
|
This ASU is effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted.
|
We are currently evaluating the impact the new standard may have on our condensed consolidated financial statements.
|
ASU 2019-01,
Leases (Topic 842) - Codification Improvements
|
This ASU provides clarification on various lease related issues and provides for reduced transition disclosure requirements.
|
This ASU has two effective dates. The various lease issues are effective for annual reporting periods beginning after December 15, 2019. The transition disclosures are effective with the ASU 2016-02,
Leases.
We adopted this standard using the modified retrospective approach effective January 1, 2019.
|
The adoption of the standard did not have a material impact on our condensed consolidated financial statements. Refer to the Leases section below for transition disclosures.
|
|
(in thousands)
|
||||||
Balance sheet description
|
March 31, 2019
|
|
|
March 31, 2018
|
|
||
Cash and cash equivalents
|
$
|
23,329
|
|
|
$
|
24,422
|
|
Restricted cash
|
4,819
|
|
|
4,053
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
28,148
|
|
|
$
|
28,475
|
|
Year
|
|
(in thousands)
|
||
2019 (remainder)
|
|
$
|
2,751
|
|
2020
|
|
3,349
|
|
|
2021
|
|
3,356
|
|
|
2022
|
|
3,344
|
|
|
2023
|
|
3,108
|
|
|
Thereafter
|
|
7,967
|
|
|
Total scheduled lease income - operating leases
|
|
$
|
23,875
|
|
•
|
O
ther property revenues: We recognize revenue for rental related income not included as a component of a lease, such as application fees, as earned, and have concluded that this is appropriate under the new standard.
|
•
|
Gains or losses on sales of real estate: Subsequent to the adoption of the new standard, a gain or loss is recognized when the criteria for derecognition of an asset are met, including when (1) a contract exists and (2) the buyer obtained control of the nonfinancial asset that was sold. As a result, we may recognize a gain on real estate disposition transactions that previously did not qualify as a sale or for full profit recognition under the previous accounting standard.
|
|
(in thousands, except per share data)
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
NUMERATOR
|
|
|
|
|
|
||
Income (loss) from continuing operations – controlling interests
|
$
|
(4,698
|
)
|
|
$
|
(5,813
|
)
|
Income (loss) from discontinued operations – controlling interests
|
—
|
|
|
12,417
|
|
||
Net income (loss) attributable to controlling interests
|
(4,698
|
)
|
|
6,604
|
|
||
Dividends to preferred shareholders
|
(1,705
|
)
|
|
(1,705
|
)
|
||
Numerator for basic earnings (loss) per share – net income available to common shareholders
|
(6,403
|
)
|
|
4,899
|
|
||
Noncontrolling interests – Operating Partnership
|
(743
|
)
|
|
580
|
|
||
Numerator for diluted earnings (loss) per share
|
$
|
(7,146
|
)
|
|
$
|
5,479
|
|
DENOMINATOR
|
|
|
|
|
|
||
Denominator for basic earnings per share weighted average shares
|
11,763
|
|
|
11,972
|
|
||
Effect of redeemable operating partnership units
|
1,367
|
|
|
1,424
|
|
||
Denominator for diluted earnings per share
|
13,130
|
|
|
13,396
|
|
||
Earnings (loss) per common share from continuing operations – basic and diluted
|
$
|
(0.54
|
)
|
|
$
|
(0.63
|
)
|
Earnings (loss) per common share from discontinued operations – basic and diluted
|
—
|
|
|
1.04
|
|
||
NET EARNINGS (LOSS) PER COMMON SHARE – BASIC & DILUTED
|
$
|
(0.54
|
)
|
|
$
|
0.41
|
|
(1)
|
The redemption price is determined using the volume weighted average price for the ten trading days prior to the date a unitholder provides notification of their intent to redeem units.
|
(1)
|
Amount includes commissions.
|
|
(in thousands)
|
||||||||||
Three Months Ended March 31, 2018
|
Multifamily
|
|
|
All Other
|
|
|
Total
|
|
|||
Revenue
|
$
|
40,054
|
|
|
$
|
2,981
|
|
|
$
|
43,035
|
|
Property operating expenses, including real estate taxes
|
18,128
|
|
|
1,139
|
|
|
19,267
|
|
|||
Net operating income
|
$
|
21,926
|
|
|
$
|
1,842
|
|
|
$
|
23,768
|
|
Property management
|
|
|
|
|
(1,377
|
)
|
|||||
Casualty gain (loss)
|
|
|
|
|
(50
|
)
|
|||||
Depreciation and amortization
|
|
|
|
|
(20,516
|
)
|
|||||
General and administrative expenses
|
|
|
|
|
(3,619
|
)
|
|||||
Interest expense
|
|
|
|
|
(8,296
|
)
|
|||||
Loss on debt extinguishment
|
|
|
|
|
(121
|
)
|
|||||
Interest and other income
|
|
|
|
|
689
|
|
|||||
Income (loss) before gain (loss) on sale of real estate and other investments and income (loss) from discontinued operations
|
|
|
|
|
(9,522
|
)
|
|||||
Gain (loss) on sale of real estate and other investments
|
|
|
|
|
2,304
|
|
|||||
Income (loss) from continuing operations
|
|
|
|
|
(7,218
|
)
|
|||||
Income (loss) from discontinued operations
|
|
|
|
|
13,882
|
|
|||||
Net income (loss)
|
|
|
|
|
$
|
6,664
|
|
|
(in thousands)
|
||||||||||
As of December 31, 2018
|
Multifamily
|
|
|
All Other
|
|
|
Total
|
|
|||
Segment assets
|
|
|
|
|
|
|
|
|
|||
Property owned
|
$
|
1,582,917
|
|
|
$
|
44,719
|
|
|
$
|
1,627,636
|
|
Less accumulated depreciation
|
(340,081
|
)
|
|
(13,790
|
)
|
|
(353,871
|
)
|
|||
Total property owned
|
$
|
1,242,836
|
|
|
$
|
30,929
|
|
|
$
|
1,273,765
|
|
Cash and cash equivalents
|
|
|
|
|
13,792
|
|
|||||
Restricted cash
|
|
|
|
|
5,464
|
|
|||||
Other assets
|
|
|
|
|
27,265
|
|
|||||
Unimproved land
|
|
|
|
|
5,301
|
|
|||||
Mortgage loans receivable
|
|
|
|
|
10,410
|
|
|||||
Total Assets
|
|
|
|
|
$
|
1,335,997
|
|
|
Date
Acquired
|
|
(in thousands)
|
||||||||||||||||||||||
|
|
Total
Acquisition
Cost
|
|
|
Form of Consideration
|
|
Investment Allocation
|
||||||||||||||||||
Acquisitions
|
|
|
Cash
|
|
|
Units
(1)
|
|
|
Land
|
|
|
Building
|
|
|
Intangible
Assets
|
|
|||||||||
272 homes - SouthFork Townhomes- Lakeville, MN
|
February 26, 2019
|
|
$
|
44,000
|
|
|
$
|
27,440
|
|
|
$
|
16,560
|
|
|
$
|
3,502
|
|
|
$
|
39,950
|
|
|
$
|
548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Acquisitions
|
|
|
$
|
44,000
|
|
|
$
|
27,440
|
|
|
$
|
16,560
|
|
|
$
|
3,502
|
|
|
$
|
39,950
|
|
|
$
|
548
|
|
(1)
|
Value of Series D preferred units at the acquisition date.
|
|
Date
Acquired
|
|
(in thousands)
|
||||||||||||||
|
|
Total
Acquisition
Cost
(1)
|
|
|
Investment Allocation
|
||||||||||||
Acquisitions
|
|
|
Land
|
|
|
Building
|
|
|
Intangible
Assets
|
|
|||||||
390 homes - Westend - Denver, CO
|
March 28, 2018
|
|
$
|
128,700
|
|
|
$
|
25,525
|
|
|
$
|
102,101
|
|
|
$
|
1,074
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Acquisitions
|
|
|
$
|
128,700
|
|
|
$
|
25,525
|
|
|
$
|
102,101
|
|
|
$
|
1,074
|
|
(1)
|
Acquisition cost was paid in cash.
|
|
|
|
(in thousands)
|
||||||||||
Dispositions
|
Date
Disposed |
|
Sales Price
|
|
|
Book Value
and Sale Cost
|
|
|
Gain/(Loss)
|
|
|||
Unimproved Land
|
|
|
|
|
|
|
|
||||||
Creekside Crossing - Bismarck, ND
|
March 1, 2019
|
|
$
|
3,049
|
|
|
$
|
3,205
|
|
|
$
|
(156
|
)
|
|
|
|
|
|
|
|
|
||||||
Total Dispositions
|
|
|
$
|
3,049
|
|
|
$
|
3,205
|
|
|
$
|
(156
|
)
|
|
|
|
(in thousands)
|
||||||||||
Dispositions
|
Date
Disposed
|
|
Sale Price
|
|
|
Book Value
and Sale Cost
|
|
|
Gain/(Loss)
|
|
|||
Other
|
|
|
|
|
|
|
|
||||||
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
|
|
|||
22,187 sq ft Bismarck 715 East Broadway - Bismarck, ND
|
March 7, 2018
|
|
5,500
|
|
|
3,215
|
|
|
2,285
|
|
|||
|
|
|
|
|
|
|
|
||||||
Total Dispositions
|
|
|
$
|
36,000
|
|
|
$
|
19,825
|
|
|
$
|
16,175
|
|
(1)
|
Our revolving line of credit consists primarily of unsecured borrowings. A portion of the line was secured in connection with our acquisition of SouthFork Townhomes, under an agreement that allowed us to offer the seller tax protection upon purchase.
|
(1)
|
Excluding the effect of interest rate swap agreements.
|
•
|
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 residents or obtain new residents upon expiration of existing leases, changes in tax and housing laws, or other factors;
|
•
|
adverse changes in real estate markets, including future demand for apartment homes in our significant markets, barriers of entry into new markets, limitations on our ability to increase rental rates, our ability to identify and consummate attractive acquisitions and dispositions on favorable terms, our ability to reinvest sales proceeds successfully, and our inability to accommodate any significant decline in the market value of real estate serving as collateral for our mortgage obligations;
|
•
|
reliance on a single asset class (multifamily) and certain geographic areas (Midwest and West regions) of the U.S.;
|
•
|
inability to succeed in any new markets we enter;
|
•
|
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;
|
•
|
inability to fund capital expenditures out of cash flow;
|
•
|
inability to pay, or need to reduce, dividends on our common shares;
|
•
|
inability to raise additional equity capital;
|
•
|
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;
|
•
|
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 address catastrophic weather, natural events, and climate change;
|
•
|
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.
|
•
|
We acquired SouthFork Townhomes, a 272-home apartment community located in Lakeville, Minnesota, for a total purchase price of
$44.0 million
, with
$27.4 million
paid in cash and
$16.6 million
paid through the issuance of Series D preferred units that have a
3.862%
coupon and are convertible, at the holders' option, into Units at an exchange rate of
$72.50
per Unit. The Series D preferred units also have a put feature that allows the holders to put all or any of the Series D preferred units to IRET for a cash payment equal to the issue price.
|
•
|
We acquired the remaining 34.5% noncontrolling interests in the real estate partnership that owns Commons and Landing at Southgate, located in Minot, North Dakota, for $1.2 million.
|
•
|
We sold
one
parcel of land in Bismarck, North Dakota, for a total sale price of
$3.0 million
.
|
•
|
We repurchased approximately
174,000
common shares for an aggregate purchase price of
$8.8 million
, including commissions.
|
|
(in thousands, except percentages)
|
|||||||||||||
|
Three Months Ended
|
|||||||||||||
|
March 31,
|
|
2019 vs. 2018
|
|||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Same-store
|
$
|
39,612
|
|
|
$
|
38,048
|
|
|
$
|
1,564
|
|
|
4.1
|
%
|
Non-same-store
|
5,202
|
|
|
2,006
|
|
|
3,196
|
|
|
159.3
|
%
|
|||
Other properties and dispositions
|
794
|
|
|
2,981
|
|
|
(2,187
|
)
|
|
(73.4
|
)%
|
|||
Total
|
45,608
|
|
|
43,035
|
|
|
2,573
|
|
|
6.0
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Property operating expenses, including real estate taxes
|
|
|
|
|
|
|
|
|||||||
Same-store
|
17,806
|
|
|
17,191
|
|
|
615
|
|
|
3.6
|
%
|
|||
Non-same-store
|
1,882
|
|
|
937
|
|
|
945
|
|
|
100.9
|
%
|
|||
Other properties and dispositions
|
348
|
|
|
1,139
|
|
|
(791
|
)
|
|
(69.4
|
)%
|
|||
Total
|
20,036
|
|
|
19,267
|
|
|
769
|
|
|
4.0
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Net operating income
|
|
|
|
|
|
|
|
|||||||
Same-store
|
21,806
|
|
|
20,857
|
|
|
949
|
|
|
4.6
|
%
|
|||
Non-same-store
|
3,320
|
|
|
1,069
|
|
|
2,251
|
|
|
210.6
|
%
|
|||
Other properties and dispositions
|
446
|
|
|
1,842
|
|
|
(1,396
|
)
|
|
(75.8
|
)%
|
|||
Total
|
$
|
25,572
|
|
|
$
|
23,768
|
|
|
$
|
1,804
|
|
|
7.6
|
%
|
Property management expenses
|
(1,554
|
)
|
|
(1,377
|
)
|
|
177
|
|
|
12.9
|
%
|
|||
Casualty gain (loss)
|
(641
|
)
|
|
(50
|
)
|
|
591
|
|
|
1,182.0
|
%
|
|||
Depreciation and amortization
|
(18,111
|
)
|
|
(20,516
|
)
|
|
(2,405
|
)
|
|
(11.7
|
)%
|
|||
General and administrative expenses
|
(3,806
|
)
|
|
(3,619
|
)
|
|
187
|
|
|
5.2
|
%
|
|||
Interest expense
|
(7,896
|
)
|
|
(8,296
|
)
|
|
(400
|
)
|
|
(4.8
|
)%
|
|||
Loss on extinguishment of debt
|
(2
|
)
|
|
(121
|
)
|
|
(119
|
)
|
|
(98.3
|
)%
|
|||
Interest income
|
407
|
|
|
673
|
|
|
(266
|
)
|
|
(39.5
|
)%
|
|||
Other income
|
17
|
|
|
16
|
|
|
1
|
|
|
6.3
|
%
|
|||
Income (loss) before gain (loss) on sale of real estate and other investments and income (loss) from discontinued operations
|
(6,014
|
)
|
|
(9,522
|
)
|
|
3,508
|
|
|
36.8
|
%
|
|||
Gain (loss) on sale of real estate and other investments
|
54
|
|
|
2,304
|
|
|
(2,250
|
)
|
|
(97.7
|
)%
|
|||
Income (loss) from continuing operations
|
(5,960
|
)
|
|
(7,218
|
)
|
|
1,258
|
|
|
(17.4
|
)%
|
|||
Income (loss) from discontinued operations
|
—
|
|
|
13,882
|
|
|
(13,882
|
)
|
|
(100.0
|
)%
|
|||
NET INCOME (LOSS)
|
$
|
(5,960
|
)
|
|
$
|
6,664
|
|
|
$
|
(12,624
|
)
|
|
(189.4
|
)%
|
Dividends to preferred unitholders
|
(57
|
)
|
|
—
|
|
|
57
|
|
|
n/a
|
|
|||
Net (income) loss attributable to noncontrolling interests – Operating Partnership
|
743
|
|
|
(580
|
)
|
|
1,323
|
|
|
(228.1
|
)%
|
|||
Net (income) loss attributable to noncontrolling interests – consolidated real estate entities
|
576
|
|
|
520
|
|
|
56
|
|
|
10.8
|
%
|
|||
Net income (loss) attributable to controlling interests
|
(4,698
|
)
|
|
6,604
|
|
|
(11,302
|
)
|
|
(171.1
|
)%
|
|||
Dividends to preferred shareholders
|
(1,705
|
)
|
|
(1,705
|
)
|
|
—
|
|
|
—
|
%
|
|||
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS
|
$
|
(6,403
|
)
|
|
$
|
4,899
|
|
|
$
|
(11,302
|
)
|
|
(230.7
|
)%
|
Weighted Average Occupancy
(1)
|
March 31, 2019
|
|
|
March 31, 2018
|
|
Same-store
|
95.6
|
%
|
|
94.2
|
%
|
Non-same-store
|
94.9
|
%
|
|
75.5
|
%
|
Total
|
95.5
|
%
|
|
93.0
|
%
|
(1)
|
Weighted average occupancy is defined as the percentage resulting from dividing actual rental revenue by scheduled rental revenue. Scheduled rental revenue represents the value of all apartment homes, with occupied homes valued at contractual rental rates pursuant to leases and vacant homes valued at estimated market rents. When calculating actual rents for occupied homes and market rents for vacant homes, delinquencies and concessions are not taken into account. Market rates are determined using the currently offered effective rates on new leases at the community and are used as the starting point in determination of the market rates of vacant apartment homes. We believe that weighted average occupancy is a meaningful measure of occupancy because it considers the value of each vacant unit at its estimated market rate. Weighted average occupancy may not completely reflect short-term trends in physical occupancy and our calculation of weighted average occupancy may not be comparable to that disclosed by other REITs.
|
•
|
depreciation and amortization related to real estate;
|
•
|
gains and losses from the sale of certain real estate assets; and
|
•
|
impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity.
|
|
(in thousands, except per share and unit amounts)
|
||||||||||||||||||||
Three Months Ended March 31,
|
2019
|
|
2018
|
||||||||||||||||||
|
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 (loss) available to common shareholders
|
$
|
(6,403
|
)
|
|
11,763
|
|
|
$
|
(0.54
|
)
|
|
$
|
4,899
|
|
|
11,972
|
|
|
$
|
0.41
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Noncontrolling interests – Operating Partnership
|
(743
|
)
|
|
1,367
|
|
|
|
|
580
|
|
|
1,424
|
|
|
|
|
|||||
Depreciation and amortization
|
18,111
|
|
|
|
|
|
|
|
20,518
|
|
|
|
|
|
|
|
|||||
Less depreciation
–
non real estate entities
|
(85
|
)
|
|
|
|
|
|
(79
|
)
|
|
|
|
|
||||||||
Less depreciation
–
partially owned entities
|
(678
|
)
|
|
|
|
|
|
(723
|
)
|
|
|
|
|
||||||||
Gains on sale of real estate
|
(54
|
)
|
|
|
|
|
|
|
(16,036
|
)
|
|
|
|
|
|
|
|||||
Funds from operations applicable to common shares and Units
|
$
|
10,148
|
|
|
13,130
|
|
|
$
|
0.77
|
|
|
$
|
9,159
|
|
|
13,396
|
|
|
$
|
0.68
|
|
(2)
|
Net income (loss) available to common shareholders is calculated on a per common share basis. FFO is calculated on a per common share and Unit basis.
|
•
|
The disposition of
one
parcel of land in Bismarck, North Dakota, for a total sale price of
$3.0 million
.
|
•
|
Acquiring SouthFork Townhomes, a 272-home residential apartment community located in Lakeville, Minnesota, for a total purchase price of $44.0 million, with $27.4 million paid in cash and $16.6 million paid through the issuance of Series D preferred units;
|
•
|
Repaying
$13.4 million
of mortgage principal;
|
•
|
Repurchasing approximately
174,000
common shares for an aggregate total cost of approximately
$8.8 million
;
|
•
|
Acquiring the remaining 34.5% noncontrolling interests in the real estate partnership that owns Commons and Landing at Southgate, located in Minot, North Dakota, for $1.2 million; and
|
•
|
Funding capital expenditures for apartment communities of approximately
$800,000
.
|
|
|
|
|
|
Maximum Dollar
|
||||||
|
|
|
|
Total Number of Shares
|
Amount of Shares That
|
||||||
|
|
Total Number of
|
Average Price
|
Purchased as Part of
|
May Yet Be Purchased
|
||||||
|
|
Shares and Units
|
Paid per
|
Publicly Announced
|
Under the Plans or
|
||||||
Period
|
|
Purchased
(1)
|
Share and Unit
|
Plans or Programs
|
Programs
(2)
|
||||||
January 1 - 31, 2019
|
|
174,085
|
|
$
|
50.54
|
|
173,916
|
|
$
|
24,587,276
|
|
February 1 - 28, 2019
|
|
30
|
|
57.89
|
|
—
|
|
24,587,276
|
|
||
March 1 - 31, 2019
|
|
2,443
|
|
59.56
|
|
—
|
|
24,587,276
|
|
||
Total
|
|
176,558
|
|
$
|
50.67
|
|
173,916
|
|
|
|
(1)
|
Includes a total of 2,642 Units redeemed for cash pursuant to the exercise of exchange rights.
|
(2)
|
Represents amounts outstanding under our $50 million share repurchase program, which was reauthorized by our Board of Trustees on December 14, 2018.
|
Exhibit No.
|
Description
|
1.1
|
|
3.1
|
|
3.2
|
|
3.3
|
|
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
March 31, 2019
, 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: May 8, 2019
|
|
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
|
|
May 8, 2019
|
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
|
|
May 8, 2019
|