8-K 1 form8kdiscop-09092013.htm CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
September 24, 2013
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 No.)

1400 31st Avenue SW, Suite 60 Post Office Box 1988 Minot, ND 58702-1988
(Address of principal executive offices, including zip code)

(701) 837-4738
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| □ | Written communications pursuant to Rule 425 under the Securities Act

| □ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act

| □ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

| □ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 8.01 Other Events.
Investors Real Estate Trust (the "Company") is filing this Current Report on Form 8-K to update the Selected Financial Data, Management's Discussion and Analysis and historical consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2013 (Part II, Items 6, 7 and 8, respectively, and Item 15, incorporated by reference in Item 8). Historical information was updated solely for discontinued operations and the segment reclassification of one of the Company's properties. No sections of the 2013 Form 10-K other than those identified above are being updated by this filing. Information in the 2013 Form 10-K is generally stated as of April 30, 2013, and this filing does not reflect any subsequent information or events other than the updating of historical information for discontinued operations and the segment reclassification. Without limiting the foregoing, this filing does not purport to update Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the 2013 Form 10-K for any other information, uncertainties, transactions, risks, events or trends occurring or known to management. More current information is included in other Company filings with the Securities and Exchange Commission. This Current Report on Form 8-K should be read in conjunction with the 2013 Form 10-K, the Company's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2013 and other Company filings. Exhibits 99.1, 99.2 and 99.3 to this Current Report on Form 8-K contain the revised and updated financial information and are incorporated herein by reference; the Company has included the entire text of the affected sections.
Discontinued Operations
During the first quarter of fiscal year 2014 the Company sold three commercial industrial properties in Eden Prairie, New Brighton and Roseville, Minnesota, respectively, a commercial industrial property in Fargo, North Dakota and a commercial retail property in Eagan, Minnesota. The Company also classified two commercial industrial properties in Clive, Iowa and Duluth, Minnesota, respectively, as held for sale. All seven properties met the criteria for classification as discontinued operations.
In accordance with generally accepted accounting principles, revenues and expenses associated with these operations have been classified as discontinued operations for all periods presented in our Quarterly Report on Form 10-Q for the period ended July 31, 2013, that was filed with the Securities and Exchange Commission on September 9, 2013.
Under SEC regulations, the same discontinued classification is also required for previously-issued financial statements for each of the years presented in our 2013 Form 10-K, even though the financial statements relate to periods prior to the discontinued classification. This reclassification has no effect on our reported net income for any reporting period.
Segment Reclassification
During the first quarter of fiscal year 2014 the Company reclassified a commercial property in Minot, North Dakota from the Company's commercial retail segment to its commercial office segment, following the departure of a retail tenant from the property and the Company's subsequent repurposing of the majority of the space in the building from retail to office premises.
ITEM 9.01 Financial Statements and Exhibits

(d) | Exhibits

Exhibit |
Number | Description
23.1 | Consent of Grant Thornton LLP
23.2 | Consent of Deloitte & Touche LLP
| Updated financial information for the fiscal year ended April 30, 2013 recast for discontinued operations for the fiscal years ended April 30, 2013, 2012 and 2011 (and 2010 and 2009 for Item 6 only):
99.1 | Item 6: Selected Financial Data
99.2 | Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations
99.3 | Item 8: Financial Statements and Supplementary Data and Item 15: Financial Statements Schedules
99.4 | Calculation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Share Distributions
101 | Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Operations, (3) the Consolidated Statements of Equity (4) the Consolidated Statements of Cash Flows, and (5) Notes to Consolidated Financial Statements.

SIGNATURE
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/ Timothy P. Mihalick
| Timothy P. Mihalick
| President & Chief Executive Officer

Date: September 24, 2013