Investors Real Estate Trust - 8-K/A - December 13, 2002

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1 TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

December 13, 2002
(Date of Report)

October 1, 2002
(Date of earliest event reported)

INVESTORS REAL ESTATE TRUST
(Exact name of registrant as specified in its charter)

North Dakota

0-14851

45-0311232

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

12 South Main Street, Suite 100, Minot, ND

58701

(Address of principal executive offices)

(Zip Code)

(701) 837-4738

(Registrant’s telephone number, including area code)


      The undersigned Registrant hereby amends its Current Report on Form 8-K dated October 1, 2002, which was filed with the Securities and Exchange Commission on October 15, 2002, to include the financial statements required by Item 7 (a) of Form 8-K and the pro forma financial information required by Item 7 (b) of Form 8-K.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION  AND EXHIBITS

(a)     Financial Statements:  See Index to Financial Statements and Pro Forma Financial Information appearing on Page F-1 of this Form 8-K/A.

(b)     Pro Forma Financial Information:  See Index to Financial Statements and Pro Forma Financial Information appearing on page F-1 of this Form 8-K/A.

(c)     Exhibits

         None

 

The remainder of this page has been intentionally left blank.


SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INVESTORS REAL ESTATE TRUST

 

By: /S/ Thomas A. Wentz, Sr.                            
      Thomas A. Wentz, Sr.
      President & CEO

 

December 13, 2002


INDEX TO FINANCIAL STATEMENTS
AND PRO FORMA FINANCIAL INFORMATION

BERMANS, THE LEATHER EXPERTS CORPORATE OFFICE

F-3

      Unaudited Estimated Taxable Operating Results...............................................

F-4

GARDEN VIEW MEDICAL CONDOMINIUM

 

      Independent Auditor's Report..........................................................................

F-5

      Historical Summary of Gross Income and Direct Operating Expenses
            for the Year Ended December 31, 2001....................................................

F-6

      Notes to Historical Summary of Gross Income and Direct Operating
            Expenses for the Year Ended December 31, 2001.....................................

F-7

      Unaudited Estimated Taxable Operating Results...............................................

F-8

PARK DENTAL

 

      Independent Auditor's Report..........................................................................

F-9

      Historical Summary of Gross Income and Direct Operating Expenses
            for the Year Ended December 31, 2001....................................................

F-10

      Notes to Historical Summary of Gross Income and Direct Operating
            Expenses for the Year Ended December 31, 2001.....................................

F-11

      Unaudited Estimated Taxable Operating Results...............................................

F-12

PARK NICOLLET CLINIC

 

      Independent Auditor's Report..........................................................................

F-13

      Historical Summary of Gross Income and Direct Operating Expenses
            for the Year Ended December 31, 2001....................................................

F-14

      Notes to Historical Summary of Gross Income and Direct Operating
            Expenses for the Year Ended December 31, 2001.....................................

F-15

      Unaudited Estimated Taxable Operating Results...............................................

F-16


F-1

INDEX TO FINANCIAL STATEMENTS
AND PRO FORMA FINANCIAL INFORMATION

ABBOTT NORTHWESTERN SPECIALTY CARE CENTER

 

      Independent Auditor's Report..........................................................................

F-17

      Historical Summary of Gross Income and Direct Operating Expenses
            for the Year Ended December 31, 2001....................................................

F-18

      Notes to Historical Summary of Gross Income and Direct Operating
            Expenses for the Year Ended December 31, 2001.....................................

F-19

      Unaudited Estimated Taxable Operating Results...............................................

F-20
CONSOLIDATED BALANCE SHEET AS OF
      OCTOBER 31, 2002
(unaudited)..................................................................
F-21
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR
      SIX MONTHS ENDED OCTOBER 31, 2002
(unaudited).........................
F-22
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
      FOR TWELVE MONTHS ENDED APRIL 30, 2002
(unaudited)..............
F-23


F-2

Bermans, The Leather Experts Corporate Office, Warehouse and Distribution Complex

IRET Properties purchased Bermans, The Leather Experts Corporate Office, Warehouse and Distribution Complex on September 3, 2002.  The property is a 353,049 square foot, single story building.  Because prior to acquisition the building was owner occupied, historical summaries of gross income and direct operating expenses have not been prepared and no audit was performed as required by Regulation S-X, Rule 3-14 of the Securities and Exchange Commission ("SEC").

 

 

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F-3

Bermans, The Leather Experts Corporate Office, Warehouse and Distribution Complex Unaudited Estimated Taxable Operating Results

The table below represents estimated taxable operating results of Bermans, Brooklyn Park, Minnesota, for the first twelve-month period of the acquisition.  Said property is a net lease commercial structure consisting of 353,049 net rentable square footage, of which assumptions for net rent is based upon 0% vacancy.

 

Cash Flow Projections

 

 

Rental Revenue

   $            1,365,000

Interest Expense

                  -659,750

Principal Mortgage Reduction

                  -231,024

OPERATING CASH FLOW

   $              474,226

 

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F-4

Independent Auditor’s Report

 

To the Board of Trustees of Investors Real Estate Trust

      We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses of Garden View Medical Condominium ("Historical Summary") for the year ended December 31, 2001.  This Historical Summary is the responsibility of the management.  Our responsibility is to express an opinion on the Historical Summary based on our audit.

       We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary.  We believe that our audit provides a reasonable basis for our opinion.

       The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2, and is not intended to be a complete presentation of Garden View Medical Condominium revenue and expenses.

       In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in Note 2 of Garden View Medical Condominium for the year ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

/S/ Brady, Martz, and Associates, P.C.
Brady, Martz, and Associates, P.C.
Minot, North Dakota
December 12, 2002


F-5

Garden View Medical Condominium Historical Summary of Gross Income and Direct Operating Expenses for the Year Ended December 31, 2001

GROSS INCOME

               12/31/01

      Real estate rentals

$              699,189

      Operating Expense Reimbursements                  522,837
      Total Gross Income

$           1,222,026

DIRECT OPERATING EXPENSES

                           

      Utilities                  135,441
      Repairs and Maintenance

                 146,290

      Real Estate Taxes

                 165,082

      Property Management

                   77,697

      Insurance

                       126

      Building Security Services

                  43,869

   Total Direct Operating Expenses

$              568,505

EXCESS OF GROSS INCOME OVER DIRECT OPERATING EXPENSES

$              653,521

 

                     The Notes to Historical Summary of Gross Income and Direct Operating Expenses are an integral part of this summary.

 

 

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F-6

Garden View Medical Condominium Notes to Historical Summary of Gross Income and Direct Operating Expenses for the Year Ended December 31, 2001

Note 1.

Nature of Business

Garden View Medical Condominium consists of the top two floors of a medical office building located in St. Paul, Minnesota, containing 43,046 square feet of rentable space, which was acquired on September 17, 2002.  

Note 2.

Basis of Presentation

IRET Properties purchased Garden View Medical Condominium September 17, 2002.  The historical summary has been prepared for the purpose of complying with Regulation S-X, Rule 3-14 of the Securities and Exchange Commission (“SEC”), which requires certain information with respect to real estate operations acquired to be included with certain filings with the SEC.  This historical summary includes the historical gross income and direct operating expenses of Garden View Medical Condominium, exclusive of the following expenses which may not be comparable to the proposed future operations:

        (a) interest expense on existing mortgage and borrowings
        (b) depreciation of property and equipment
        (c) professional expenses       

Note 3.

Summary of Significant Accounting Policies

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Capitalization Policy - Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized.  Expenditures for maintenance and repairs, which do not add to the value or extend useful lives, are charged to expense as incurred.

Revenue Recognition - Rental revenue is recognized on the straight-line basis, which averages minimum rents over the terms of the leases.  All leases are classified as operating leases and expire at various dates prior to May 31, 2015.  The following is a schedule by years of future minimum rents receivable on non-cancelable operating leases in effect as of December 31, 2001.

Year                                                    Amount
2002                             $              768,063
2003                                             768,063
2004                                            768,835
2005                                            783,666
2006                                            796,862
Thereafter                               3,761,077
Total                             $         7,646,566

                                                                                                         

  Expense Reimbursement – Reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue in the period the applicable expenditures are incurred.  Garden View Medical Condominium receives payments for these reimbursements from substantially all its multi-tenant commercial tenants throughout the year based on estimates.  Differences between estimated recoveries and the final billed amounts, which are immaterial, are recognized in the subsequent year.


F-7

Garden View Medical Condominium Unaudited Estimated Taxable Operating Results

      The table below represents estimated taxable operating results of Garden View Medical Condominium, St. Paul, Minnesota, for the first twelve-month period of the acquisition.  Said property is a net lease commercial structure consisting of 43,046 net rentable square footage, of which assumptions for net rent is based upon 5% vacancy.

 

Cash Flow Projections

 

 

Rental Revenue

   $            1,413,492

Direct Operating Expense

                  -590,951

Interest Expense

                  -413,507

Principal Mortgage Reduction

                  -209,497

OPERATING CASH FLOW

   $              199,537

 

 

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F-8

Independent Auditor’s Report

 

 

To the Board of Trustees of Investors Real Estate Trust

      We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses of the Park Dental ("Historical Summary") for the nine months ended December 31, 2001.  This Historical Summary is the responsibility of the management.  Our responsibility is to express an opinion on the Historical Summary based on our audit.

       We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary.  We believe that our audit provides a reasonable basis for our opinion.

       The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2, and is not intended to be a complete presentation of the Park Dental revenue and expenses.

       In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in Note 2 of the Park Dental for the nine months ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

 

/S/ Brady, Martz, and Associates, P.C.
Brady, Martz, and Associates, P.C.
Minot, North Dakota
December 12, 2002


F-9

Park Dental Historical Summary of Gross Income and Direct Operating Expenses for the Nine Months Ended December 31, 2001

GROSS INCOME

               12/31/01

      Real estate rentals

$              211,214

      Operating Expense Reimbursements                   99,863
      Total Gross Income

$              311,077

DIRECT OPERATING EXPENSES

                           

      Utilities                    16,726
      Repairs and Maintenance

                   43,154

      Real Estate Taxes

                   33,265

      Property Management

                   12,842

      Insurance

                      733

   Total Direct Operating Expenses

$              106,720

EXCESS OF GROSS INCOME OVER DIRECT OPERATING EXPENSES

$              204,357

                     The Notes to Historical Summary of Gross Income and Direct Operating Expenses are an integral part of this summary.

 

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F-10

Park Dental Notes to Historical Summary of Gross Income and Direct Operating Expenses for the Nine Months Ended December 31, 2001

Note 1.

Nature of Business

The Park Dental is an office building located in Brooklyn Center, Minnesota, containing 10,008 square feet of rentable space, which was acquired on September 17, 2002.  Construction of the property was completed in calendar year 2001.  Lease-up began April 2001.  Accordingly, the above audited report only covers the nine (9) months of operations. 

Note 2.

Basis of Presentation

IRET Properties purchased Park Dental September 17, 2002.  The historical summary has been prepared for the purpose of complying with Regulation S-X, Rule 3-14 of the Securities and Exchange Commission (“SEC”), which requires certain information with respect to real estate operations acquired to be included with certain filings with the SEC.  This historical summary includes the historical gross income and direct operating expenses of Park Dental, exclusive of the following expenses which may not be comparable to the proposed future operations:

        (a) interest expense on existing mortgage and borrowings
        (b) depreciation of property and equipment
        (c) professional expenses

       

Note 3.

Summary of Significant Accounting Policies

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Capitalization Policy - Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized.  Expenditures for maintenance and repairs, which do not add to the value or extend useful lives, are charged to expense as incurred.

Revenue Recognition - Rental revenue is recognized on the straight-line basis, which averages minimum rents over the terms of the leases.  The lease is classified as an operating lease and will expire on March 31, 2021.  The following is a schedule by years of future minimum rents receivable on operating lease in effect as of December 31, 2001.

Year                                                           Amount
2002                                    $             268,546
2003                                                   268,546
2004                                                   268,546
2005                                                   268,546
2006                                                   274,395
Thereafter                                      4,082,385
Total                                    $         5,430,964

Expense Reimbursement – Reimbursements for real estate taxes and other recoverable operating expenses are recognized as revenue in the period the applicable expenditures are incurred.  Park Dental receives payments for these reimbursements throughout the year based on estimates.  Differences between estimated recoveries and the final billed amounts, which are immaterial, are recognized in the subsequent year.                                    


F-11

 

Park Dental Unaudited Estimated Taxable Operating Results
      The table below represents estimated taxable operating results of the Park Dental, Brooklyn Center, Minnesota for the first twelve-month period of the acquisition.  Said property is a net lease commercial structure consisting of 10,008 rentable square footage, of which assumptions for net rent is based upon 0% occupancy.

 

Cash Flow Projections

 

 

Rental Revenue

   $              422,112

Direct Operating Expenses

                  -154,115

Interest Expense

                  -148,943

Principal Mortgage Reduction

                    -73,333

OPERATING CASH FLOW

   $                45,721

 

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F-12

Independent Auditor’s Report

 

 

To the Board of Trustees of Investors Real Estate Trust

      We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses of Park Nicollet Clinic ("Historical Summary") for the eleven months ended December 31, 2001.  This Historical Summary is the responsibility of the management.  Our responsibility is to express an opinion on the Historical Summary based on our audit.

       We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary.  We believe that our audit provides a reasonable basis for our opinion.

       The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2, and is not intended to be a complete presentation of Park Nicollet Clinic revenue and expenses.

       In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in Note 2 of Park Nicollet Clinic for the eleven months ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

 

/S/ Brady, Martz, and Associates, P.C.
Brady, Martz, and Associates, P.C.
Minot, North Dakota
December 12, 2002

F-13

Park Nicollet Clinic Historical Summary of Gross Income and Direct Operating Expenses for the Eleven Months Ended December 31, 2001

 

GROSS INCOME

               12/31/01

      Real estate rentals

$              421,796

      Operating Expense Reimbursements                   35,318
      Total Gross Income

$              457,114

DIRECT OPERATING EXPENSES

                           

      Repairs and Maintenance

                   16,746

      Property Management

                   13,735

      Insurance

                   2,274

   Total Direct Operating Expenses

$                32,755

EXCESS OF GROSS INCOME OVER DIRECT OPERATING EXPENSES

$              424,359

               

      The Notes to Historical Summary of Gross Income and Direct Operating Expenses are an integral part of this summary.

 

 

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F-14

Park Nicollet Clinic Notes to Historical Summary of Gross Income and Direct Operating Expenses for the Eleven Months Ended December 31, 2001

Note 1.

Nature of Business

Park Nicollet Clinic is a single-story medical office building located in Bloomington, Minnesota, containing 24,218 square feet of rentable space, which was acquired on September 17, 2002.  Construction of the property was completed in calendar year 2001.  Lease-up began February 2001.  Accordingly, the above audited report only covers eleven (11) months of operations.

 

Note 2.

Basis of Presentation

IRET Properties purchased Park Nicollet Clinic September 17, 2002.  The historical summary has been prepared for the purpose of complying with Regulation S-X, Rule 3-14 of the Securities and Exchange Commission (“SEC”), which requires certain information with respect to real estate operations acquired to be included with certain filings with the SEC.  This historical summary includes the historical gross income and direct operating expenses of Park Nicollet Clinic, exclusive of the following expenses which may not be comparable to the proposed future operations:

        (a) interest expense on existing mortgage and borrowings
        (b) depreciation of property and equipment
        (c) professional expenses

       

Note 3.

Summary of Significant Accounting Policies

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Capitalization Policy - Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized.  Expenditures for maintenance and repairs, which do not add to the value or extend useful lives, are charged to expense as incurred.

Revenue Recognition - Rental revenue is recognized on the straight-line basis, which averages minimum rents over the terms of the leases.  All leases are classified as operating leases and expire at various dates prior to February 01, 2031.  The following is a schedule by years of future minimum rents receivable on non-cancelable operating leases in effect as of December 31, 2001.

Year                                             Amount

2002                            $       484,360
2003                                     484,360
2004                                     484,360
2005                                     484,360
2006                                     506,560
Thereafter                       10,916,263 
Total                     $        13,360,263

                                                                                                                                               

  Expense Reimbursement – Reimbursements for various recoverable operating expenses are recognized as revenue in the period the applicable expenditures are incurred.  Park Nicollet Clinic receives payments for these reimbursements throughout the year based on estimates.  Differences between estimated recoveries and the final billed amounts, which are immaterial, are recognized in the subsequent year.  The tenant is also responsible for direct payment of utilities and real estate taxes.  Therefore, utilities and real estate taxes have been excluded from the historical summary for the eleven months ended December 31, 2001.


F-15

Park Nicollet Clinic Unaudited Estimated Taxable Operating Results

      The table below represents estimated taxable operating results of Park Nicollet Clinic, Bloomington, Minnesota, for the first twelve-month period of the acquisition.  Said property is a net lease commercial structure consisting of 24,218 net rentable square footage, of which assumptions for net rent is based upon 0% vacancy.

 

Cash Flow Projections

 

 

Rental Revenue

   $              535,596

Direct Operating Expense

                   -62,808

Interest Expense

                  -259,696

Principal Mortgage Reduction

                  -127,855

OPERATING CASH FLOW

   $                85,237

 

 

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F-16

 

Independent Auditor’s Report

 

 

 

To the Board of Trustees of Investors Real Estate Trust

      We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses of Abbott Northwestern Specialty Care Center ("Historical Summary") for the one month ended December 31, 2001.  This Historical Summary is the responsibility of the management.  Our responsibility is to express an opinion on the Historical Summary based on our audit.

       We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary.  We believe that our audit provides a reasonable basis for our opinion.

       The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 2, and is not intended to be a complete presentation of Abbott Northwestern Specialty Care Center revenue and expenses.

       In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in Note 2 of Abbott Northwestern Specialty Care Center for the one month ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America.

 

/S/ Brady, Martz, and Associates, P.C.
Brady, Martz, and Associates, P.C.
Minot, North Dakota
December 12, 2002


F-17

Abbott Northwestern Specialty Care Center Historical Summary of Gross Income and Direct Operating Expenses for the One Month Ended December 31, 2001

 

GROSS INCOME

               12/31/01

      Real estate rentals

$              107,183

      Operating Expense Reimbursements                   39,457
      Total Gross Income

$              146,640

DIRECT OPERATING EXPENSES

                           

      Utilities                     1,628
      Repairs and Maintenance

                   15,494

      Real Estate Taxes

                   13,006

      Property Management

                   5,467

   Total Direct Operating Expenses

$                35,595

EXCESS OF GROSS INCOME OVER DIRECT OPERATING EXPENSES

$              111,045

               

      The Notes to Historical Summary of Gross Income and Direct Operating Expenses are an integral part of this summary.

 

 

The remainder of this page has been intentionally left blank.


F-18

Abbott Northwestern Specialty Care Center Notes to Historical Summary of Gross Income and Direct Operating Expenses for the One Month Ended December 31, 2001

Note 1.

Nature of Business

Abbott Northwestern Specialty Care Center consists of a three-story building located in Sartell, Minnesota, containing 60,095 square feet of rentable space, which was acquired on September 17, 2002.  Construction of the property was completed in November 2001.  Lease-up began December 2001.  Accordingly, the above audited report only covers one (1) month of operations.

 

Note 2.

Basis of Presentation

IRET Properties purchased Abbott Northwestern Specialty Care Center September 17, 2002.  The historical summary has been prepared for the purpose of complying with Regulation S-X, Rule 3-14 of the Securities and Exchange Commission (“SEC”), which requires certain information with respect to real estate operations acquired to be included with certain filings with the SEC.  This historical summary includes the historical gross income and direct operating expenses of Abbott Northwestern Specialty Care Center, exclusive of the following expenses which may not be comparable to the proposed future operations:

        (a) interest expense on existing mortgage and borrowings
        (b) depreciation of property and equipment
        (c) professional expenses

       

Note 3.

Summary of Significant Accounting Policies

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Capitalization Policy - Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized.  Expenditures for maintenance and repairs, which do not add to the value or extend useful lives, are charged to expense as incurred.

Revenue Recognition - Rental revenue is recognized on the straight-line basis, which averages minimum rents over the terms of the leases.  All leases are classified as operating leases and expire at various dates prior to December 31, 2011.  The following is a schedule by years of future minimum rents receivable on non-cancelable operating leases in effect as of December 31, 2001.

Year                                     Amount
2002               $         1,257,039
2003                          1,257,039
2004                          1,257,039
2005                          1,257,039
2006                          1,261,898
Thereafter                6,467,130
Total            $         12,757,184
                                                                                                                                              

  Expense Reimbursement – Reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as revenue in the period the applicable expenditures are incurred.  Abbott Northwestern Specialty Care Center receives payments for these reimbursements from substantially all its multi-tenant commercial tenants throughout the year based on estimates.  Differences between estimated recoveries and the final billed amounts, which are immaterial, are recognized in the subsequent year.


F-19

Abbott Northwestern Specialty Care Center Unaudited Estimated Taxable Operating Results

      The table below represents estimated taxable operating results of Abbott Northwestern Specialty Care Center, Sartell, Minnesota, for the first twelve-month period of the acquisition.  Said property is a net lease commercial structure consisting of 60,095 net rentable square footage, of which assumptions for net rent is based upon 5% vacancy.

 

Cash Flow Projections

 

 

Rental Revenue

   $            1,906,884

Direct Operating Expense

                  -426,264

Interest Expense

                  -684,737

Principal Mortgage Reduction

                  -336,259

OPERATING CASH FLOW

   $              459,624

 

The remainder of this page has been intentionally left blank.

F-20

INVESTORS REAL ESTATE TRUST
Unaudited Consolidated Balance Sheet as of October 31, 2002

ASSETS

           (unaudited)
               
10/31/02

Real Estate Investments

 

    Property Owned

$         825,032,048

    Less Accumulated Depreciation

            -67,798,198

 

$         757,233,850

    Mortgage Loans Receivable

               3,788,087

Total Real Estate Investments

$         761,021,937

OTHER ASSETS

 

    Cash

$           14,742,760

    Marketable Securities – Available for Sale

               2,652,269

    Rent Receivable

               4,080,347

    Real Estate Deposits

       1,391,297

    Notes Receivable

                      0

    Prepaid and Other Assets

               1,533,482

    Tax, Insurance and Other Escrow

               7,110,997

    Deferred Charges and Leasing Costs

       4,665,319

    Furniture & Fixtures, Net

       648,640

    Goodwill

             1,440,817

      TOTAL ASSETS

$         799,287,865

LIABILITIES

 

    Accounts Payable and Accrued Expenses

$           10,654,055

    Mortgages Payable

            498,501,196

    Investment Certificates Issued

             14,409,069

      TOTAL LIABILITIES

$         523,564,320

    Commitments and Contingencies (Note 10)

 

 

 

Minority Interest in Partnerships

             14,245,583

Minority Interest of Unit Holders in Operating Partnership
      10,308,178 on 10/31/02
      9,636,247 on 04/30/02

$           82,291,013

SHAREHOLDERS' EQUITY
    Shares of Beneficial Interest
      32,023,980 on 10/31/02
      27,847,079 on 04/30/02

$         200,788,459

    Accumulated Distributions in Excess of Net Income

            -21,601,510

         Total Shareholders’ Equity

$         179,186,949

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$         799,287,865

Reflects the Company's Consolidated Balance Sheet as of October 31, 2002, as reported on Form 10-Q.  The balance sheet reflects the acquisition of the ten real estate  properties that were acquired during the six months ended October 31, 2002.


F-21

Investors Real Estate Trust
Pro Forma Consolidated Statement of Operations
For the Six Months Ended October 31, 2002, and Twelve Months Ended April 30, 2002

      The unaudited pro forma Consolidated Statement of Operations for the six months ended October 31, 2002, and for the year ended April 30, 2002, is presented as if the acquisitions (6) had occurred on May 1, 2001.  The unaudited pro forma Consolidated Statement of Operations for the six months ended October 31, 2002, and for the twelve months ended April 30, 2002, is not necessarily indicative of what the actual results of operations would have been assuming the transactions had occurred as of the beginning of the period presented, nor does it purport to represent the results of operations for future periods.

Pro Forma Consolidated Statement of Operations for Six Months Ended October 31, 2002 (unaudited)

 

Six Months
Ended
October 2002

Bermans,
The Leather Experts
Corporate Office (1)

Garden View
Medical
Condominium (2)

 

Park Dental (3)
Park Nicollet
Clinic (4)

Abbott
Northwestern
Specialty
Care Centers (5)

 

Insignificant Acquisitions

Total Consolidated
Pro Forma

REVENUE

 

 

 

 

 

 

 

 

        Real estate rentals

  $       57,310,700

  $          170,625

  $            530,060

  $           158,292

   $         200,849

$            715,082

   $     2,277,256

  $     61,362,863

        Interest, discounts and fees

            661,634

                       0

                       0

                         0

                       0

                         0

                      0

             661,634

        Total revenue

  $       57,972,334

  $          170,625

  $            530,060

  $           158,292

$          200,849

  $            715,082

   $     2,277,256

  $    62,024,497

EXPENSES

 

 

 

 

 

 

 

 

        Interest

  $       17,884,096

  $            82,469

  $            155,065

  $             55,854

   $             97,386

  $            256,776

$        629,179

  $    19,160,825

        Depreciation

  9,235,942

       36,596

       68,438

    24,469

   43,125

  107,156

      252,633

    9,768,358

        Utilities and maintenance

  9,327,394

                  0

       93,073

    35,496

     9,437

  116,298

      378,751

    9,960,449

        Taxes

  6,471,230

                  0

       73,305

    11,713

             0

     10,940

      483,255

    7,050,442

        Insurance

  1,003,484

                  0

       12,542

      4,923

     7,898

     21,672

   29,020

    1,109,538

        Property management
            expenses

  4,144,428

                  0

       42,687

      5,661

     6,219

     10,940

   48,343

    4,258,277

        Administrative Expense

              0

                  0

                 0

              0

             0

               0

            0

             0

        Advisory and trustee services

  955,219

                  0

                 0

              0

             0

               0

            0

  955,219

        Operating expenses

  489,848

                  0

                 0

              0

             0

               0

            0

  489,848

        Amortization

           295,797

                         0

                                          0

                           0

                        0

                         0

                         0

                    295,797

        Total expenses

  $    49,837,438

  $             119,065

  $            445,109

  $               138,116

   $          164,064

  $            523,782

   $      1,821,180

  $     53,048,753

INCOME BEFORE GAIN/LOSS  
       ON PROPERTIES AND
       MINORITY INTEREST

  $      8,134,896

  $               51,561

  $              84,950

  $ 20,177

   $            36,785

  $            191,300

$         456,076

  $       8,975,744

GAIN ON SALE OF PROPERTIES

  315,342

                  0

                 0

              0

             0

               0

            0

  315,342

MINORITY INTEREST PORTION -
       OTHER PARTNERSHIP

               -462,777

                  0

                 0

              0

             0

               0

            0

                -462,777

MINORITY INTEREST PORTION -
        OPERATING PARTNERSHIP

        -1,991,238

                     -12,581

                  -20,728

                   -4,923

             -8,975

                   -46,677

        -111,283

         -2,196,405

NET INCOME

  $       5,996,223

  $               38,980

  $              64,222

  $               15,253

   $            27,809

  $             144,623

   $         344,794

  $       6,631,904

Net income per share

  $                0.19

  $                 0.001

  $                0.002

  $                0.000

   $              0.001

  $                 0.005

   $             0.011

  $                0.21

Weighted Average Shares

    31,141,311

  31,141,311

    31,141,311

    31,141,311

      31,141,311

    31,141,311

      31,141,311

    31,141,311


F-22

Pro Forma Consolidated Statement of Operations for Twelve Months Ended April 30, 2002 (unaudited)

 

Fiscal 2002

Bermans,
The Leather Experts
Corporate Office (1)

Garden View
Medical
Condominium (2)

Park Dental (3)

Park Nicollet
Clinic (4)

Abbott
Northwestern
Specialty
Care Centers (5)

Insignificant Acquisitions

Total Consolidated
Pro Forma

REVENUE

 

 

 

 

 

 

 

 

        Real estate rentals

  $       91,738,602

  $          1,365,000

  $        1,413,492

  $              422,112

   $            535,596

  $        1,906,884

   $     7,174,232

  $  104,555,918

        Interest, discounts and fees

         1,277,467

                          0

                      0

                           0

                           0

                         0

                       0

       1,277,467

        Total revenue

  $       93,016,069

  $          1,365,000

  $        1,413,492

  $              422,112

   $             535,596

  $         1,906,884

 $      7,174,232

  $   105,833,385

EXPENSES

 

 

 

 

 

 

 

 

        Interest

  $       30,604,846

  $             659,750

  $           413,507

  $              148,943

   $             259,696

  $            684,737

$       ,886,900

  $     34,658,379

        Depreciation

  15,515,168

     292,766

    182,500

   65,250

   115,000

  285,750

      785,489

    17,241,923

        Utilities and maintenance

  12,709,614

                 0

    248,195

   94,656

   25,164

  310,128

      1,272,408

    14,660,165

        Taxes

  9,184,599

                 0

    195,480

   31,235

             0

    29,172

      1,424,125

    10,864,611

        Insurance

  1,352,622

                 0

      33,444

   13,128

   21,060

    57,792

   97,578

    1,575,624

        Property management              
            expenses

  6,985,542

                 0

    113,832

   15,096

   16,584

    29,172

      201,247

    7,361,473

        Administrative Expense

              0

                 0

                 0

              0

             0

               0

            0

             0

        Advisory and trustee services

  1,682,742

                 0

                 0

              0

             0

               0

            0

    1,682,742

        Operating expenses

  565,802

                 0

                 0

              0

             0

               0

            0

  565,802

        Amortization

                             549,200

                         0

                                         0

                           0

                           0

                          0

                     0

                   549,200

        Total expenses

  $       79,150,135

  $             952,516

  $        1,186,958

  $              368,308

   $             437,504

  $          1,396,751

   $     5,667,747

  $    89,159,919

INCOME BEFORE GAIN/LOSS          
      ON PROPERTIES AND       
      MINORITY INTEREST

  $       13,865,934

  $             412,484

  $           226,534

  $               53,804

   $              98,092

  $            510,133

   $     1,506,485

  $   16,673,466

GAIN ON SALE OF PROPERTIES

  546,927

                 0

                 0

              0

             0

               0

            0

  546,927

MINORITY INTEREST PORTION -
        OTHER PARTNERSHIP

               -198,564

                 0

                 0

              0

             0

               0

            0

                -198,564

MINORITY INTEREST PORTION -
        OPERATING PARTNERSHIP

        -3,614,168

                -106,008

                  -58,219

                 -13,828

              -25,210

                   -131,104

               -387,167

           -4,335,704

NET INCOME

  $      10,600,129

  $                306,476

  $             168,315

  $              39,976

   $              72,882

  $             379,029

$      1,119,318

  $   12,686,125

Net income per share

  $                 0.42

  $                      0.10

  $                 0.005

  $                0.001

   $                0.002

  $                 0.012

   $             0.036

  $            0.483

Weighted Average Shares

    25,492,282

    31,141,311

    31,141,311

    31,141,311

      31,141,311

    31,141,311

      31,141,311

    31,141,311

(1) The pro forma income and expense items reflect  estimated operations which  was acquired on June 12, 2002.
(2) The pro forma income and expense items reflect estimated operations which was acquired on September 17, 2002.
(3) The pro forma income and expense items reflect estimated operations which was acquired on September 17, 2002.
(4) The pro forma income and expense items reflect  estimated operations which was acquired on September 17, 2002.
(5) The pro forma income and expense items reflect estimated operations which was acquired on September 17, 2002.
(6) The real estate assets acquired by IRET in fiscal year 2003 during the period form May 1, 2002, to October 31, 2002, are as follows:  Three Paramount Plaza Office Building, Bloomington, MN, (acquired May 20, 2002), Bermans, The Leather Experts Corporate Office and Distribution Complex, Brooklyn Park, MN, (acquired June 21, 2002), East Park Apartments, Sioux Falls, SD, (acquired July 15, 2002), Sycamore Village Apartments, Sioux Falls, SD, (acquired July 15, 2002), Park Dental, Brooklyn Center, MN, (acquired September 17, 2002), Park Nicollet Clinic - Airport - Bloomington, MN, (acquired September 17, 2002), Garden View Medical Condominium, St. Paul, MN, (acquired September 17, 2002), Abbott Northwestern Specialty Care Center, Sartell, MN, (acquired September 17, 2002), Brenwood Office Complex, Minnetonka, MN, (acquired October 1, 2002), and Dixon Avenue Industrial Complex, Des Moines, IA, (acquired October 1, 2002)

F-23