1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended June 30, 1995 ------------- Commission file number 0-8902 ------ REAL ESTATE FUND INVESTMENT TRUST -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) SOUTH CAROLINA 57-0402813 ------------------------------ ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 304 South Main Street P.O. Box 396, Fountain Inn, S.C. 29644 --------------------------------------- ------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (803) 862-3765 --------------------------------------------------- -------------- Former name, former address and former fiscal year, if changed since last ------------------------------------------------------------------------- report: N/A ------ --- 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 X No --- --- The number of shares outstanding of the Registrant's Shares of Beneficial Interest, as of August 14, 1994: 2,090,108 --------- 2 Real Estate Fund Investment Trust Index PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed balance sheet--June 30, 1995 Condensed statements of income--Three months ended June 30, 1995 and 1994; Six months ended June 30, 1995 and 1994. Condensed statements of cash flows--Six months ended June 30, 1995 and 1994. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES 3 Part I. Financial Information Real Estate Fund Investment Trust Condensed Balance Sheet JUNE 30, 1995 ---------- (Unaudited) ASSETS Real estate investments: Equity investments in real estate, less allowances for depreciation: Earning $ 1,505,266 Non-earning 453,333 ----------- 1,958,599 Net investment in direct financing leases 281,699 Mortgage note receivable 160,527 ----------- 442,226 Other assets: Cash and cash equivalents 751,113 Rents and tenant charges receivable, net of allowance for uncollectible accounts of $45,000 54,005 Prepaid expenses and other 27,735 ----------- 832,853 ----------- $ 3,233,678 =========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Accrued property taxes $ 73,720 Other accrued expenses 72,403 Deferred income taxes 2,000 ----------- 148,123 Shareholders' equity: Shares of Beneficial Interest, par value $1.00 per share--unlimited authorization, issued and outstanding 2,090,108 shares 2,090,108 Additional paid-in capital 759,110 Undistributed net income 236,337 ----------- $ 3,085,555 ----------- $ 3,233,678 =========== 4 Real Estate Fund Investment Trust Condensed Statements of Income (Unaudited) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 1995 1994 1995 1994 ---- ---- ---- ---- Revenues: Rental income $ 218,110 $ 209,204 $ 436,838 $ 410,409 Earned income from direct financing leases 11,153 13,067 22,805 26,758 Interest on mortgage notes and money market accounts 8,407 7,476 15,325 14,633 ------------ ---------- ------------ ----------- 237,670 229,747 474,968 451,800 Expenses: Provision for depreciation 43,008 40,779 85,840 81,304 Property and miscellaneous taxes 41,393 42,705 82,921 85,409 Maintenance and repairs, including payments of $20,349 (1995), $21,606 (1994), $29,349 (1995), and $28,802 (1994) to a company in which the Trust's manager is a principal owner 39,842 34,793 64,775 52,415 Administrative and other expenses 52,996 58,433 120,928 125,997 ------------ ---------- ------------ ----------- 177,239 176,710 354,464 345,125 ------------ ---------- ------------ ----------- Income from operations before income taxes 60,431 53,037 120,504 106,675 Provision for Federal and state income taxes 800 200 1,900 1,200 ------------ ---------- ------------ ----------- Income from operations 59,631 52,837 118,604 105,475 Gain on sales of equity investments in real estate, net of taxes 64,696 - 203,897 - ------------ ---------- ------------ ----------- Net income $ 124,327 $ 52,837 $ 322,501 $ 105,475 ============ ========== ============ =========== Net income per Share of Beneficial Interest: Income from operations $ .03 $ .03 $ .05 $ .05 Gain on sale of real estate .03 - .10 - ------------ ---------- ------------ ----------- $ .06 $ .03 $ .15 $ .05 ============ ========== ============ =========== Number of shares used in computation 2,090,108 2,090,108 2,090,108 2,090,108 ============ ========== ============ =========== Cash distributions paid per Share of Beneficial Interest $ .05 $ .04 $ .10 $ .08 =========== ========== ============ =========== 5 Real Estate Fund Investment Trust Condensed Statement of Cash Flows (Unaudited) SIX MONTHS ENDED JUNE 30 1995 1994 ---- ---- OPERATING ACTIVITIES Net income $ 322,501 $ 105,475 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of equity investments in real estate 85,556 81,060 Gain on sale of equity investment in real estate (203,997) - Recovery of investment in direct financing leases 21,745 20,124 Decrease in rents and tenant charges receivable, prepaid expenses, escrow deposits and other assets 82,539 49,373 (Decrease) increase in accrued property taxes, other accrued expenses and Federal and state income taxes payable (88,675) (90,549) ---------- ---------- Net cash provided by operating activities 219,669 165,483 INVESTING ACTIVITIES Proceeds from sale of equity investment in real estate, net of selling expenses of $7,542 (1995) 224,958 - Additional costs of equity investments in real estate, including $16,391 (1995) and $21,055 (1994) paid to a company in which the Trust's manager is a principal owner (38,631) (75,124) Collections of mortgage notes receivable 12,047 11,179 ---------- ---------- Net cash provided (used) in investing activities 198,374 (63,945) DIVIDENDS PAID (209,011) (167,209) ---------- ---------- Increase (decrease) in cash and cash equivalents 209,032 (65,671) Cash and cash equivalents at beginning of period 542,081 688,124 ---------- ---------- Cash and cash equivalents at end of period $ 751,113 $ 622,453 ========== ========== 6 MANAGEMENT'S DISCUSSION AND ANALYSIS There has been no significant change in the Trust's liquidity or financial condition since December 31, 1994. At present there are no large capital expenditures planned that would present a liquidity problem. In the Trust's Form 10-KSB for the year ended December 31, 1994, disclosure was made of the shareholders' vote to direct the Board of Trustees to develop a plan of liquidation of the Trust's assets. Although negotiations are continuing, no formal sales agreements to sell the Trust's assets have been executed at this time. The plan of liquidation must also be approved by the shareholders. The Trust intends to continue to distribute as dividends at least 95% of its taxable income until such time as the plan of liquidation is approved. Rental income increased by approximately 4% during the three-month period ended June 30, 1995, as compared to the three-month period ended June 30, 1994. This increase is primarily due to recent leases of properties, which were vacant as of June 30, 1994. As of June 30, 1995, the Trust had approximately 109,000 square feet of vacant space as compared to approximately 164,000 square feet of vacant space at June 30, 1994. Total expenses for the three and six-month period ending June 30, 1995 are consistent with the total expenses reported for the three and six-month period ending June 30, 1994. For 1995 and 1994, the Trust has provided for Federal and state income taxes, assuming a consistent flow of revenue and expenses for the year. The taxes are based on estimated taxable income after the 95% dividend distribution required by IRS code provisions pertaining to real estate investments trusts. In April of 1995, the Trust sold the Quick Way property located in Anderson, South Carolina for $85,000. Due to this sale, a gain of approximately $65,000 has been reported in the second quarter of 1995 for financial statement purposes and for tax purposes. In addition, the Trust has one outstanding offer for the sale of real estate as of the date of this report. However, no contract for sale has been entered into at this time. Based on preliminary discussions, the Trust anticipates recognizing a profit for financial statement purposes and for tax purposes if the property is ultimately sold, pursuant to this outstanding offer. 7 Part II. Other Information Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K Exhibit 27 - Financial Data Schedule (For SEC Use Only) The Trust did not file any reports on Form 8-K during the three months ended June 30, 1995. 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 thereunto duly authorized. Real Estate Fund Investment Trust ---------------------------------- (Registrant) Date August 14, 1994 /s/ Werner B. McDannald ----------------------------- ---------------------------------- Werner B. McDannald, Manager Date August 14, 1994 /s/ Stewart H. Garrett ------------------------------ ----------------------------------- Stewart H. Garrett, Sec./Treas.