Good morning, and welcome to the Investors Real Estate Trust Third Quarter Fiscal 2012 Earnings Conference Call and Webcast. [Operator Instructions] As a reminder, today's conference is being recorded. I would now like to turn the conference over to Lindsey Anderson, Director of Investor Relations. Please go ahead.

Good morning, and welcome to Investors Real Estate Trust's Third Quarter Fiscal 2012 Earnings Conference Call. IRET's quarterly report on Form 10-Q for the quarter was filed on Monday, March 12, and our earnings release and supplemental disclosure package are posted to our website and also furnished on Form 8-K on March 12. In the 10-Q earnings release and supplemental disclosure package, Investors Real Estate Trust has reconciled all non-GAAP financial measures to the most directly comparable GAAP measures in accordance with the requirements set forth in Regulation G. If you have not received a copy, these documents are available on IRET's website at iret.com in the Investors section. Additionally, a webcast and transcript of this call will be archived on the IRET website for 1 year. At this time, management would like to inform you that certain statements made during this call, which are not historical, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Investors Real Estate Trust believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, Investors Real Estate Trust can give no assurance that its expectations will be achieved. Factors and risks that could cause actual results to differ materially from those expressed or implied by forward-looking statements are detailed in Monday's earnings release and from time to time in Investors Real Estate Trust's filings with the SEC. Investors Real Estate Trust does not undertake a duty to update any forward-looking statements. With me today from management are Tim Mihalick, President and Chief Executive Officer; Diane Bryantt, Senior Vice President and Chief Financial Officer; and Tom Wentz, Jr., Senior Vice President and Chief Operating Officer. At this time, I would like to turn the call over to Tim Mihalick for his opening remarks.

Thank you, Lindsey, and good morning, everyone. The business model that has served IRET well for the last 40 years is still in place and continues to be the foundation for IRET's future. As Tom and Diane will touch on later in the call, our Commercial Office segment continues to lag as leasing slowly returns, but that goes with the territory of our diverse real estate portfolio. Our multifamily portfolio is doing very well for us and we had expense reductions in a number areas during the recently concluded quarter. Also, last quarter, I touched on the strategic plan that has been put in place to identify 10 core markets, and that continues as we speak today to development in Rochester, Minnesota and recent acquisitions in St. Cloud, Minnesota and Sioux Falls, South Dakota. I also referenced plans to put in place a dispositions program, and you will hear more about our dispositions in the near future. So you may ask, why is this an opportune time to invest in IRET? I assume most of you have seen or heard of the opportunities in Western North Dakota or more commonly referred to as the Bakken Shale formation. We at IRET refer to this formation as the Bakken Shale opportunity, and my goal for you today is to recap IRET's recognition of this opportunity. As you may know, Minot, North Dakota, where our headquarters is located, is on the eastern edge of this formation. And as you can imagine, IRET is seeking out ways to take advantage of our presence here. To date, we have taken advantage of the following investments, which are directly related to the Bakken formation. We have a 15-year triple net lease with the Hess Corporation for 50,000 square feet of Commercial Office space, with a blended…

Thank you, Tim, and good morning, everyone. As reported yesterday, we had strong third quarter results with income from continuing operations at $2.5 million and year-to-date of $4.9 million, showing much improvement as compared to the previous quarter and prior fiscal year. On the expense side, favorable results in operations occurred in all segments due to the mild winter in the Midwest. Most notable was related to snow removal included in maintenance expense. As year-to-date, we have $1.7 million less than the prior fiscal year. On the revenue side, the multifamily segment continues to outperform quarter-over-quarter and occupancy is now at 93% as of quarter end. Commercial Office occupancy percentage continued on a decreasing trend with 77.9% occupied as compared to 78% in the prior quarter and 80% in the prior fiscal year. Given recent leasing activity, however, we expect the trend to move in a more positive direction in the future quarters. Tom Wentz will discuss further in his market discussion. We reported third quarter FFO of $0.16 per share in unit, which is $0.02 greater than the third quarter of the prior fiscal year. Year-to-date FFO is $0.47 as compared to $0.48 per share in unit in the prior fiscal year. Although we have seen positive contributions to FFO from operations, significant movement in FFO growth has been slowed due to the continued vacancy in our Commercial Office segment as previously discussed. And on a per share unit basis, the lag effect of dilution also slowed FFO growth as we raised equity to fund our development projects and to close on acquisitions. Moving on to specific activity in the quarter. As you recall, we experienced a flood in Minot, North Dakota in late June 2011 and 2 properties, the Arrowhead Shopping Center and the 64-unit Chateau Apartment, sustained…

Thank you, Diane. Consistent with my past presentations, this morning I will provide a general overview of the recently completed third quarter ending January 31, 2012, then cover the credit market's outlook as applicable to IRET and conclude with a discussion of IRET's property level operations, as well as pending acquisitions, dispositions and development. From an occupancy perspective, this past quarter saw a slight step backward in all segments except residential and industrial, which did limit income growth slightly. But on a year-to-date basis, the trend remains positive in all segments except, again, our Commercial Office segment. Commercial Office continues to experience negative pressure in basically all metrics. Even though revenue remains under pressure in all commercial segments and is somewhat capped in our residential portfolio, our ability to effectively manage controllable expenses through our internal management platform, along with favorable seasonal conditions, combined with improved occupancy to generate growth in revenue and earnings per share even with an expansion of our equity base. Absent a significant backtrack in the U.S. economy, IRET remains in a very good position to continue to grow revenue and income going forward. In our multifamily portfolio, expenses continue to be a significant concern and our primary focus as the lack of wage growth has hampered our ability to drive sustainable rent increases, as almost all of the growth to date has come from the declining use of rent concessions as opposed to actual scheduled rent increases. On the commercial side, the overall slower office employment trends, along with a continued focus on cost cutting through reducing space needs, continues to stubbornly drag on across basically our entire Commercial Office portfolio. While a smaller percentage of our commercial portfolio, both retail and industrial, have experienced improved leasing activity with improvements in occupancy, even though the…

[Operator Instructions] And our first question is from Michael Salinsky of RBC Capital Markets.

Tim, first question. You talked about the disposition plan and expect to hear more. Can we hear what more is kind of the plan going forward? I know you talked about a couple of properties you're looking, but is there any kind of strategy in terms of reducing exposure to certain markets, reducing certain asset classes?

And I think -- and I touched on that in the last quarter's call. But I think if you take a look at our map geographically, to continue to condense our footprint and look at those assets that are maybe in one-off markets that we currently hold, those are certainly the ones we would identify as we look to move forward. But as far as any specific asset class, I don't think we've identified that at this point.

Okay. Fair enough. Second of all, the expense reductions in the quarter. Obviously, the winter has been a bit more favorable than last year. How much of expense reduction is would you recall permanent and how much of it is seasonal?

Mike, that's a challenge really to come up with that number because it's, obviously, based on where we're at. We budgeted, again, this past year what we expected the winter to be, and obviously it came under that number. It's really hard to quantify that. I don't know, Diane, if you want to add any...

The last 3 or 4 years have been very heavy in expense categories with snow removal and higher utilities. So to get a one year break, I would have to look more of a trend in the last few -- prior years than that. That is a hard one to determine, because this year was -- there was basically no snow removal, and we know that will happen in our market. But I don't have a good answer for that as far as -- we'd have to do some trending over some few years to determine that.

Okay. If you strip out utilities and you strip out snow removal, how are expenses for the quarter? I guess that's probably the way to look at it on a seasonal basis.

Yes. Basically, everything -- for the quarter, real estate operates very consistent quarter-to-quarter. So those are really the 2 variables that you can't control, would be the snow removal and the utilities. So if you strip those out, I think you're going to come up with a very comparable in our stabilized portfolio. Any changes you'll see will be because of addition of acquisitions, which would cause increase in expenses.

Okay. That's helpful. You talked a little bit about the acquisition pipeline, I think you mentioned a couple of properties. Can you give us an update where you stand? And I think before, you talked about a couple of apartment communities you were looking at, how much of that would you expect to maybe close in the fourth quarter and what the pipeline -- whether you're seeing that pickup and also what you're hearing in terms of pricing?

This is Tom. I don't expect any of the current potential opportunities that we're looking at to close yet this fiscal year that we haven't already disclosed. I would expect those opportunities if we can come to completion on the purchase agreements probably this summer. Pricing is aggressive out there just given the interest rate environment. There's no question about it. But I guess, again, what we're seeing are probably some of the largest spreads between debt and going in cap rates that we've seen in the last 10 years. And I think one of the trends is there's more development that we've undertaken in the last year or so just because of the lack of opportunities for acquisition of existing product in many of our markets.

Okay. And the final question, you said you're seeing limited wage growth in the markets. Curious as to where your rent median income is today, how much upside you see to that number on the apartment rent?

Well, I think if you go into our 8-K, you can see what our scheduled rent increases have been and then what our actual collections have been. And you can see there's been, really, not a whole lot of growth in scheduled rent, but then there's been very significant growth in actual collections per unit. I think we see some upside on rent growth just primarily because we do have a good concentration of units in Minot, Bismarck and Billings, Montana, which have very strong wage growth trends. But I think really our focus is going to be capturing the remaining few percentage points on occupancy, which we believe is doable, focusing on expenses and then moderately pushing rent.

But do you actually have the rent as a percentage of median income, meaning the household income as a percentage of...

I see what your question is. We don't track that portfolio. Why? From the standpoint of the median income, for example, in Grand Forks is $35,000 and our rent is $700 from that standpoint. I mean what we really look at is what our comparable -- our competition is doing in those markets for purposes of setting rent. But we look at anecdotally is what is happening for wages. But really the information we get is sort of backward looking from the sense of [indiscernible] we're not getting realtime information. So we really use what we're seeing as occupancy and as competitor rents for purposes of pushing and setting our rents.

The next question comes from Carol Kemple of Hilliard Lyons.

I noticed in the press release the property management expenses were down year-over-year and then also from the second quarter. Is the $5 million amount a good run rate for modeling purposes or is there something special this quarter?

Carol, this is Diane. The property management expenses as we talked about before included in prior periods the operations at our TRS assisted living facilities. And during this quarter, we did sell that entity. So they -- basically, we're going to have a change in our financial statements for comparative purposes. So you are going to see some changes within that and we'll try and quantify that for you and others in our future calls what that change is going to be. It has happened just recently, so we're still evaluating that. But you will see some decreases in property management expenses and it's most notably to that TRS change in operations.

Is the $5 million amount, is that pretty close to what you are expecting for each quarter for next year?

Again, I'd like to quantify that and get a little bit more information on that, but it will be significant.

And the next question comes from James Bellessa of Davidson & Co.

On that comment where you're talking about TRS. In the narrative I see something called LSREF Golden OPS, is that the same thing?

That's the same entity. That was the taxable REIT subsidiary that we owned 100% of, which actually was the tenant. That is the entity that was sold to the operator. The underlying lease payment and percentage rent clauses did not change. It's just that we don't want all of the expenses and all of the income through our operations. We're just collecting the net rent and any percentage rent above certain breakpoints.

And in the narrative, I think Tim talked about this Bakken-related developments. And I read through what was in the 10-Q, but I didn't hear precisely the one that wasn't discussed there, something about a trucking firm. Could you go over that again please?

Yes, Jim. That's actually the one that we put in place earlier. That was the Catco over in Fargo, North Dakota, which services the Western part of the state. But that wouldn't have been in the area [ph] , that was what we have done out of the previous lease probably in place a little over a year ago.

I see. Okay. And then business interruption, insurance proceeds that you received almost $0.25 million, what line item do those proceeds go into?

That's going to be in real estate rental.

[Operator Instructions] And our next question is from Chris Lucas of Robert Baird.

Tim, just to go back to this disposition program, can you give us a sense as to sort of what your thoughts are on the scale and the time frame over which you hope to accomplish this?

I think as we look forward and look out probably over the next 3 to 5 years to continue this process, I know that's a ways out, but as you well know, it takes time to reposition our asset and where we're at and the markets we're in. So I think from a timing perspective, it's going to be a ways out, but it's certainly something that will continue to be in place on a quarterly basis. And something we'll be able to report on as we move forward and certainly, I would expect that we'll be very active in that, but it can take time. And as we look forward, there's opportunities to exit markets as I talked about that are outside our normal geographic footprint. And we hope to get that accomplished as we restructure in the years ahead.

In terms of the scale, is there a -- is it a 5% of portfolio size, is it $200 million? Is there some quantification that you guys can give us that gives us a sense as to how significant this will be potentially?

Not really at this point. We'll give that some thought.

Okay. And then just maybe, Tom, I don't know, a question about the speed to market on some of these apartment developments. Is there a different product both in terms of maybe quality of construction or is there some differentiation between what you would build in, say, at St. Cloud versus what you would build in Western North Dakota?

Yes. There's going to be some slight difference. I mean, obviously, we're seeing extremely elevated construction costs in Western North Dakota, Minot included, Williston, anywhere from 50% to 100% higher. Of course, your rents are double to triple in the near term. And I guess, really, what we're looking at is to build a quality product going forward and we're quite confident that the product we have in the ground now in Williston, North Dakota that's going to be delivered here in the next 30 to 60 days in multiple phases is a good quality product that is going to stand the test of time in that market as basically equilibrium returns. Long term, there's little to no barrier to entry other than time in Western North Dakota, but we view that time horizon as relatively significant just given the lack of infrastructure and the other existing limitations in those markets. But I think the answer to your question, we're building a quality product, which does add some cost, but given the elevated rents that are achievable in the near term, we're basically recapturing those costs very quickly. A case in point in Williston is probably 100 of those units are furnished, corporate units on 28- to 36-month leases with larger credit energy companies. We're incurring approximately $9,900 in additional costs for FF&E. But in essence, that's been amortized the first 12 months of those corporate leases, based on the elevated rents we're capturing.

And can you talk to us a bit about some of the barriers that do exist in terms -- whether it's material available land, water. What are the barriers in Western North Dakota to kind of -- that are dampening the new supply at this point relative to the demand?

Well, the primary barrier is connection and incorporation into the city, basically, the availability of municipal services and primarily heavy contractors for purposes of putting in streets, sewer and necessary underground. Williston really lacks capacity for any additional meaningful development until they expand their water and sewer supply. They're basically at capacity. Now they have plans to do that, and they've received bonding or funding approval from the North Dakota Legislature, but that system is still in design phase. So Williston really has a limited amount of land for residential development that can be incorporated into the city in the near term. Long term, that's not going to be a barrier system, that's matter of getting it done. And obviously, you have some of the same challenges in both Bismarck and Minot, which are on the edge. It's just a struggle to get connected to the city and expand the necessary capacity to add these additional units.

And who was -- are the competitors in the market right now developing and are they -- can you describe them in their access to capital?

Yes. There's a significant amount of activity. At this point there's a lot more talk than actual development materializing. A lot of capital and a lot of the initial development is floating to hotels and basically semipermanent or temporary housing, which is referred to as man camps. There's no real reliable numbers on how many workers are in this type of semipermanent or temporary housing. But at this point, based on our own experience, I can't comment on our competitors. But there certainly are some barriers to access to debt capital from the traditional lenders. So scale is difficult without a meaningful amount of equity or stronger balance sheet. For example, Freddie and Fannie are not actively in these markets on new developments. Historically, they are out there. HUD is not out there on new developments from that standpoint. So really you're left with bank financing, and a lot of North Dakota banks are at capacity with their exposure to Western North Dakota. So we see that as a challenge not a block or an insurmountable obstacle, but it's certainly a challenge, which is going to require a strong balance sheet and some demonstrated experience for the ability to execute.

And we do have an additional question from Michael Salinsky of RBC Capital Markets.

Just as a follow-up to the prior question in my original questions. Going back to dispositions. I mean, as you think about the investment plan for next couple of years in your cycle. Should the disposition proceeds be enough to fund the equity component of new investment as we try to get a handle on the size?

As we look out into the future, I would expect that, that would not handle all we're going to need into the future, if that answers your question. I think we're going to see some tremendous opportunities as we reference and look at what's in front of us and just recycling disposition capital probably won't be enough to fund that.

Okay. Understood. And just a follow-up on the acquisition question I asked earlier. As you look at opportunities today, be it multifamily, healthcare, office, where are you seeing the better opportunities both in terms of product on the market, as well as pricing?

From an acquisition of established?

Yes, established.

Well, it's really on multifamily just because Freddie Mac and Fannie Mae continue to offer really the best leverage options as opposed to commercial. And that's really a function of the fact that, that's the federal government lending. And so really those are what we see as the best opportunity because you've got good favorable occupancy trends, not a whole lot in new construction and you're able to achieve very good spreads on going in cap rates versus your leverage levels.

[Operator Instructions] This concludes our question-and-answer session. I would like to turn the conference back over to Tim Mihalick for any closing remarks.

Thank you, and thank you again for participating in our call this morning. I think as evidenced by our comments this morning, we're excited about what IRET has in front of us, opportunities to take advantage of the Midwestern part of the U.S. And again to offer you the opportunity to invest in real estate in a diverse portfolio and recognize that there are opportunities out there and that the Midwest is a good place to be. Thank you much and appreciate your participation.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.