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 September 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 29644 P. O. Box 396, Fountain Inn, SC ----------- - ---------------------------------- (Zip Code) (Address of principal executive offices) 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 November 14, 1995: 2,090,108 --------- 2 Real Estate Fund Investment Trust Index PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed balance sheet--September 30, 1995 Condensed statements of income--Three months ended September 30, 1995 and 1994; Nine months ended September 30, 1995 and 1994 Condensed statements of cash flows--Nine months ended September 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 SEPTEMBER 30, 1995 -------- (Unaudited) ASSETS Real estate investments: Equity investments in real estate, less allowances for depreciation: Earning $1,416,115 Non-earning 525,542 ---------- 1,941,657 Net investment in direct financing leases 270,050 Mortgage note receivable 153,117 --------- 423,167 Other assets: Cash and cash equivalents 768,571 Rents and tenant charges receivable, net of allowance for uncollectible accounts of $43,500 34,205 Prepaid expenses and other 31,363 ---------- 834,139 ---------- $3,198,963 ========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Accrued property taxes $ 95,810 Other accrued expenses 79,004 Federal and state income taxes payable 1,371 Deferred income taxes 2,000 ---------- 178,185 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 171,560 ---------- 3,020,778 ---------- $3,198,963 ========== 4 Real Estate Fund Investment Trust Condensed Statements of Income (Unaudited) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 ------------------------ ------------------------ 1995 1994 1995 1994 ---- ---- ---- ---- Revenues: Rental income $ 213,504 $ 206,131 $ 650,342 $ 616,535 Earned income from direct financing leases 10,626 12,579 33,431 39,337 Interest on mortgage notes and money market accounts 8,657 8,190 23,982 22,823 Miscellaneous 252 - 252 5 --------- --------- --------- --------- 233,039 226,900 708,007 678,700 Expenses: Provision for depreciation 42,602 41,750 128,442 122,687 Property and miscellaneous taxes 41,528 42,704 124,449 128,113 Maintenance and repairs, including payments of $31,312 (1995), $18,447 (1994), $60,661 (1995) and $47,249 (1994) to a company in which the Trust's manager is a principal owner 57,586 24,368 122,361 76,783 Administrative and other expenses 50,795 39,613 171,723 165,977 --------- --------- --------- --------- 192,511 148,435 546,975 493,560 --------- --------- --------- --------- Income from operations before income taxes 40,528 78,465 161,032 185,140 Provision for federal and state income taxes 800 1,200 2,700 2,400 --------- --------- --------- --------- Income from operations 39,728 77,265 158,332 182,740 Gain on sale of equity investment in real estate, net of taxes - - 203,897 - --------- --------- --------- --------- Net income $ 39,728 $ 77,265 $ 362,229 $ 182,740 ========= ========= ========= ========= Net income per Share of Beneficial Interest: Income from operations $ .02 $ .04 $ .07 $ .09 Gain on sale of real estate - - .10 - --------- --------- --------- --------- $ .02 $ .04 $ .17 $ .09 ========= ========= ======== ========= 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 $ .15 $ .12 ========= ========= ========= ========= 5 Real Estate Fund Investment Trust Condensed Statements of Cash Flows (Unaudited) NINE MONTHS ENDED SEPTEMBER 30 1995 1994 -------- -------- OPERATING ACTIVITIES - -------------------- Net income $362,229 $182,740 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of equity investments in real estate 128,442 122,687 Gain on sale of equity investments in real estate (203,997) - Recovery of investment in direct financing leases 33,394 29,820 Decrease in rents and tenant charges receivable, prepaid expenses, escrow deposits and other assets 98,306 65,416 Decrease in accrued property taxes, other accrued expenses and federal and state income taxes payable (58,208) (72,030) -------- -------- Net cash provided by operating activities 360,166 328,633 INVESTING ACTIVITIES Proceeds from sale of equity investment in real estate, net of selling expense of $7,542 (1995) 224,958 - Additional costs of equity investments in real estate, including $31,367 (1995) and $41,772 (1994) paid to a company in which the Trust's manager is a principal owner (64,575) (118,862) Collections of mortgage notes receivable 19,457 18,055 -------- -------- Net cash provided by (used in) investing activities 179,840 (100,807) DIVIDENDS PAID (313,516) (250,813) --------- -------- Increase (decrease) in cash and cash equivalents 226,490 (22,987) Cash and cash equivalents at beginning of period 542,081 688,124 -------- -------- Cash and cash equivalents at end of period $768,571 $665,137 ======== ======== 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 agreement to liquidate the Trust's assets has 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 September 30, 1995 and increased by approximately 5% during the nine-month period ended September 30, 1995, as compared to the three-month and nine-month periods ended September 30, 1994. This increase is primarily due to recent leases of properties, which were vacant as of September 30, 1994. As of September 30, 1995, the Trust had approximately 118,000 square feet of vacant space as compared to approximately 169,000 square feet of vacant space at September 30, 1994. Total expenses increased by approximately 30% during the three-month period ended September 30, 1995 and increased by approximately 11% during the nine-month period ended September 30, 1995, as compared to the three-month and nine-month periods ended September 30, 1994. These increases are primarily due to an increase in repair and maintenance expenditures. Repair and maintenance expenditures have increased due to an increase in roof repairs and other deferred maintenance projects. 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 March 1995, the Trust sold Pete's Restaurant located on Wade Hampton Boulevard in Greenville, South Carolina for $147,500. A gain of $139,301 and $134,667 was recognized for financial reporting and income tax purposes, respectively. In April 1995, the Trust sold the Quik Way property located in Anderson, South Carolina for $85,000. A gain of $64,696 and $65,781 was recognized for financial reporting and income tax purposes, respectively. In addition, the Trust has entered a contract to sell real estate located on Airport Road in Greenville, South Carolina for $450,000. The Trust anticipates recognizing a gain for financial statement purposes and for tax purposes if the property is ultimately sold, pursuant to this contract. The Trust also has two outstanding offers for the sale of real estate as of the date of this report. However, contracts for sale have not been entered into at this time. Based on preliminary discussions, the Trust anticipates recognizing a gain for financial statement purposes and for tax purposes if either of these properties are ultimately sold, pursuant to these outstanding offers. 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 September 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 November 14, 1995 /s/ WERNER B. MCDANNALD -------------------- ----------------------- Werner B. McDannald, Manager Date November 14, 1995 /s/ STEWART H. GARRETT -------------------- ---------------------- Stewart H. Garrett, Sec./Treas.