January 9, 2014
VIA EDGAR and FEDERAL EXPRESS
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549-3010
Attention: Ms. Jennifer Gowetski
RE: | INREIT Real Estate Investment Trust |
Form 10-K for Fiscal Year Ended December 31, 2012 |
Filed March 29, 2013 |
File No. 000-54295 |
Dear Ms. Gowetski:
On behalf of INREIT Real Estate Investment Trust, a North Dakota real estate investment trust (the “Trust”), and with the Trust’s permission, we are responding to the comments contained in correspondence from Ms. Jennifer Gowetski dated December 24, 2013 (the “Comment Letter”) to the Trust’s Form 10-K for the Fiscal Year Ended December 31, 2012, filed on March 29, 2013 (the “Form 10-K”). For the Staff’s convenience, each response is preceded by the related Staff Comment.
Lease Expirations, page 30 | ||
Comment 1. | In future Exchange Act periodic filings, please expand disclosure in this table to include the total area in square feet covered by the expiring leases, as well as the percentage of gross annual rent represented by such leases. | |
Response 1. | The Trust will expand the table disclosure in future filings to include the total square feet and percentage of gross annual rent represented by expiring leases. For purposes of including such expanded disclosure, the Trust presently anticipates including in future filings a table substantially similar to the following: |
Lease Expiration Year | # of Leases Expiring | Gross Leasable Area | % of Gross Leasable Area | Expiring Base Rent | % of Total Base Rent | |||||||||||||||
Month-to-Month | XX | XX | XX | XX | XX | |||||||||||||||
2014 | XX | XX | XX | XX | XX | |||||||||||||||
2015 | XX | XX | XX | XX | XX | |||||||||||||||
2016 | XX | XX | XX | XX | XX | |||||||||||||||
2017 | XX | XX | XX | XX | XX | |||||||||||||||
2018 | XX | XX | XX | XX | XX | |||||||||||||||
2019 | XX | XX | XX | XX | XX | |||||||||||||||
2020 | XX | XX | XX | XX | XX | |||||||||||||||
2021 | XX | XX | XX | XX | XX | |||||||||||||||
2022 | XX | XX | XX | XX | XX | |||||||||||||||
2023 | XX | XX | XX | XX | XX | |||||||||||||||
Thereafter | XX | XX | XX | XX | XX | |||||||||||||||
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Leased Total | XX | XX | XX | XX | XX | |||||||||||||||
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Securities and Exchange Commission
January 9, 2014
Page 2
Issuer Purchases of Equity Securities, page 33 | ||
Comment 2. | We note the chart on page 33. In future Exchange Act periodic filings, please revise to clarify the distinction between “Total Number of Shares Purchased” and “Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs.” In addition, in future Exchange Act periodic filings, please revise this section to clarify the share amount of redemption requests received during the year and the share amount of redemption requests fulfilled during the year. | |
Response 2. | The Trust will revise its disclosure in future filings to make clear the distinction between the total number of shares purchased and total purchased as part of a plan or program. The Trust will also disclose in future filings the redemption requests received and fulfilled during the year. | |
Financing Activities, page 36 | ||
Comment 3. | We note the selected financial data on page 34 includes “dividends declared (shares).” Please tell us what you mean by “dividends declared (shares)” and clarify in future Exchange Act periodic filings whether your dividends are paid in cash and/or shares. In addition, we note your disclosure on page 36 that you funded 100% of your dividends from operating cash flows. In future Exchange Act periodic filings, please revise to provide additional detail regarding your distribution coverage including separate disclosure related to cash coverage and earnings coverage of distributions. In this regard, please revise to provide the total distributions paid, including any amounts reinvested through your dividend reinvestment plan, and cash flow from operations as well as earnings. | |
Response 3. | The Trust advises that the “dividends declared (shares)” line item references dividends paid by the Trust on its common shares of beneficial interest. In future filings, the Trust will revise the reference to be more clear and will indicate whether dividends are paid in cash and/or shares. The Trust will also provide additional detail in future filings with respect to distribution coverage (cash and earnings coverage), total distributions paid and amounts reinvested through the dividend investment plan. The Trust presently anticipates including with such additional detail in future filings a chart substantially similar to the following: |
2013 | 2012 | |||||||
Cash flows provided by operations | X | X | ||||||
Distributions from unconsolidated affiliates | X | X | ||||||
Gain on sales of properties | X | X | ||||||
Distributions declared | X | X | ||||||
Excess (deficiency) | X | X | ||||||
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Securities and Exchange Commission
January 9, 2014
Page 3
The written statement requested from the Trust by the Commission is attached asExhibit 1.
If you have any questions in connection with the filing, please contact the undersigned at (612) 604-6729.
Very truly yours,
WINTHROP & WEINSTINE, P.A.
/s/ Philip T. Colton
Philip T. Colton
EXHIBIT 1
January 9, 2014
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attention: Jennifer Gowetski – Senior Counsel
RE: | INREIT Real Estate Investment Trust Form 10-K for Fiscal Year Ended December 31, 2012 Filed March 29, 2013 File No. 000-54295 |
Ladies and Gentleman:
In connection with the response to the U.S. Securities and Exchange Commission (the “Commission”) letter dated December 24, 2013, to INREIT Real Estate Investment Trust (the “Trust”), the Trust hereby acknowledges the following:
(i) | the Trust is responsible for the adequacy and accuracy of the disclosures in the filing; |
(ii) | staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
(iii) | the Trust may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours, |
/s/ Bradley J. Swenson |
Bradley J. Swenson |
President |