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2015 Annual Report

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2015 Annual Report INVESTORS REAL ESTATE TRUST 2015 ANNUAL REPORT President & CEO Timothy Mihalick A transformational year for IRET Fellow shareholders, In a significant shift in strategy, IRET has disposed of most of our commercial office and retail properties to continue on our focused strategy of multifamily residential and healthcare properties. I believe this move will greatly streamline our business model and help accelerate growth. The Company continues to demonstrate its ability to grow topline revenue, manage controllable expenses, and dispose of non-core assets. Additionally, we have an impressive $205 million of new projects coming online in just the next six months! We think these initiatives will result in a more growth-oriented portfolio, provide greater financial flexibility, strengthen net operating income, and make us a leader in our markets. “Management is transforming our portfolio to improve the predictability of earnings and cash flow by disposing of our office and retail properties, and concentrating efforts on apartments and healthcare. New developments and acquisitions in these segments will help propel growth and create an exciting future for IRET.” The majority of the proceeds from these sales will be utilized to reduce leverage and provide capital to fund further acquisitions and developments. We will of course provide updates on these initiatives over the coming months in fiscal 2016. (Statements about IRET’s future expectations and plans are “forward-looking statements,” subject to risks and uncertainties as disclosed more fully in the attached Annual Report on Form 10-K, under “Special Note Regarding Forward-Looking Statements.”) Stock Information $7.17 stock price 138,455,349 shares and units outstanding $993 M market cap 7.3% dividend yield $0.13 common share quarterly distribution $0.52 annualized common share distribution Over the past two years, IRET has carefully invested into Western North Dakota, and the energy region known as the “Bakken”. Even though the energy industry has had its ups and downs, to date, we have had very strong returns on those investments. Currently, less than 10% of our NOI comes from the Bakken, and we believe that our history of operating and owning real estate in this nearby market provides our investors opportunity with minimalized energy risk. “We are pleased to welcome Pam Moret and Jeff Caira to IRET’s Board of Trustees. Each brings years of experience in finance, strategic development, and corporate public affairs, and we expect their guidance will be invaluable as we continue to execute our strategic plan.” Sincerely, President & CEO Timothy Mihalick Multi-Family and Healthcare Properties REVENUE FFO DISTRIBUTIONS TOTAL ASSETS in millions of dollars in millions of dollars cents per share in millions of dollars .5200 .5200 .5200 1.997.8 279.7 86.6 1,889.6 1,869.2 259.4 265.5 78.9 79.9 13 14 15 13 14 15 13 14 15 13 14 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2015 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number 001-35624 Investors Real Estate Trust (Exact name of Registrant as specified in its charter) North Dakota 45-0311232 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 1400 31st Avenue SW, Suite 60 Post Office Box 1988 Minot, ND 58702-1988 (Address of principal executive offices) (Zip code) 701-837-4738 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Shares of Beneficial Interest (no par value) - New York Stock Exchange Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (no par value) - New York Stock Exchange Series B Cumulative Redeemable Preferred Shares of Beneficial Interest (no par value) - New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☑ Yes ☐ No Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ☐ Yes ☑ No Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No Indicate by checkmark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). ☑ Yes ☐ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. ☑ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting Company Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No The aggregate market value of the Registrant’s outstanding common shares of beneficial interest held by non-affiliates of the Registrant as of October 31, 2014 was $883,522,385 based on the last reported sale price on the New York Stock Exchange on October 31, 2014. For purposes of this calculation, the Registrant has assumed that its trustees and executive officers are affiliates. The number of common shares of beneficial interest outstanding as of June 1, 2015, was 124,574,042. References in this Annual Report on Form 10-K to the “Company,” “IRET,” “we,” “us,” or “our” include consolidated subsidiaries, unless the context indicates otherwise. Documents Incorporated by Reference: Portions of IRET’s definitive Proxy Statement for its 2015 Annual Meeting of Shareholders to be held on September 15, 2015 are incorporated by reference into Part III (Items 10, 11, 12, 13 and 14) hereof. 2015 Annual Report INVESTORS REAL ESTATE TRUST INDEX PAGE PART I Item 1. Business 5 Item 1A. Risk Factors 10 Item 1B Unresolved Staff Comments 22 Item 2. Properties 22 Item 3. Legal Proceedings 34 Item 4. Mine Safety Disclosures 34 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35 Item 6. Selected Financial Data 37 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 76 Item 8. Financial Statements and Supplementary Data 77 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 77 Item 9A. Controls and Procedures 77 Item 9B. Other Information 79 PART III Item 10. Trustees, Executive Officers and Corporate Governance 79 Item 11. Executive Compensation 79 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 79 Item 13. Certain Relationships and Related Transactions, and Trustee Independence 79 Item 14. Principal Accountant Fees and Services 79 PART IV Item 15. Exhibits, Financial Statement Schedules 79 Exhibit Index 79 Signatures 82 Reports of Independent Registered Public Accounting Firm and Financial Statements F-1 to F-54 2015 Annual Report 3 Index Special Note Regarding Forward-Looking Statements Certain statements included in this Annual Report on Form 10-K and the documents incorporated into this document by reference are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include statements about our plans and objectives, including among other things, our future financial condition, anticipated capital expenditures, anticipated distributions and our belief that we have the liquidity and capital resources necessary to meet our known obligations and to make additional real estate acquisitions and capital improvements when appropriate to enhance long term growth. Forward-looking statements are typically identified by the use of terms such as “believe,” “expect,” “intend,” “project,” “plan,” “anticipate,” “potential,” “may,” “will,” “designed,” “estimate,” “should,” “continue” and other similar expressions. These statements indicate that we have used assumptions that are subject to a number of risks and uncertainties that could cause our actual results or performance to differ materially from those projected. Although we believe that the expectations reflected in such forward-looking statements
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