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 March 31, 1996 -------------- 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: (864) 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 May 13, 1996: 2,090,108 --------- 2 Real Estate Fund Investment Trust Index PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed balance sheet--March 31, 1996 Condensed statements of income--Three months ended March 31, 1996 and 1995 Condensed statements of cash flows--Three months ended March 31, 1996 and 1995 Note to condensed financial statements--March 31, 1996 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 MARCH 31, 1996 ----------- (Unaudited) ASSETS Real estate investments: Equity investments in real estate, less allowances for depreciation: Earning $ 1,849,838 Non-earning 213,045 ----------- 2,062,883 Net investment in direct financing leases 245,069 Mortgage notes receivable 235,210 ----------- 480,279 Other assets: Cash and cash equivalents 317,851 Rents and tenant charges receivable, net of allowance for uncollectible accounts of $45,000 in 1996. 79,112 Prepaid expenses and other 50,540 ----------- 447,503 ----------- $ 2,990,665 =========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Accrued property taxes $ 35,377 Other accrued expenses 57,205 Deferred income taxes 2,000 ----------- 94,582 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 46,865 ----------- 2,896,083 ----------- $ 2,990,665 =========== See note to unaudited condensed financial statements. 4 Real Estate Fund Investment Trust Condensed Statements of Income (Unaudited) THREE MONTHS ENDED MARCH 31 1996 1995 --------- --------- Revenues: Rental income $ 203,567 $ 218,644 Earned income from direct financing leases 9,493 11,652 Interest on mortgage notes and money market accounts 8,163 6,918 Miscellaneous - 84 --------- --------- 221,223 237,298 Expenses: Provision for depreciation 42,521 42,670 Property and miscellaneous taxes 36,319 41,528 Maintenance and repairs, including payments of $12,949 (1996) and $9,000 (1995) to a company in which the independent contractor is a principal owner 17,922 24,933 Provision for bad debts 3,300 3,600 Other expenses 65,466 64,494 --------- --------- 165,528 177,225 --------- --------- Income before income taxes 55,695 60,073 Provision for federal and state income taxes 900 1,100 --------- --------- Income from operations $ 54,795 $ 58,973 Gain on sale of equity investment in real estate, net of taxes of $100 (1996) and $100 (1995) 55,385 139,201 --------- --------- Net income $ 110,180 $ 198,174 ========= ========= Net income per Share of Beneficial Interest: Income from operations $ .025 $ .03 Gain on sale of real estate .025 .07 --------- --------- $ .05 $ .10 ========= ========= Number of shares used in computation 2,090,108 2,090,108 ========= ========= Cash distributions declared per Share of Beneficial Interest $ .03 $ .05 ========= ========= See note to unaudited condensed financial statements. 5 Real Estate Fund Investment Trust Condensed Statement of Cash Flows (Unaudited) THREE MONTHS ENDED MARCH 31 1996 1995 -------- -------- OPERATING ACTIVITIES Net income $110,180 $198,174 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of equity investments in real estate 42,521 42,670 Gain on sale of equity investment in real estate (55,485) (139,301) Recovery of investment in direct financing leases 12,782 10,623 Decrease (increase) in rents and tenant charges receivable, prepaid expenses, escrow deposits and other assets 8,530 (94,232) (Decrease) in accrued property taxes, other accrued expenses and federal and state income taxes payable (33,138) (109,101) -------- -------- Net cash provided (used) by operating activities 85,390 (91,167) INVESTING ACTIVITIES Proceed from sale of equity investment in real estate, net of selling expense of $384 (1996) and $1,271 (1995) 69,616 146,229 Additional costs of equity investments in real estate, including $113,723 (1996) and $22,437 (1995) paid to a company in which the Trust's manager is a principal owner (350,055) (30,511) Collections of mortgage notes receivable 10,356 4,774 -------- -------- Net cash used in investing activities (270,083) 120,492 DIVIDENDS PAID (62,703) (104,505) -------- -------- Decrease in cash and cash equivalents (247,396) (75,180) Cash and cash equivalents at beginning of period 565,247 542,081 -------- -------- Cash and cash equivalents at end of period $317,851 $446,901 ======== ======== See note to unaudited condensed financial statements. 6 Real Estate Fund Investment Trust Note to Condensed Financial Statements (Unaudited) March 31, 1996 NOTE-BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in the Trust's annual report on Form 10-KSB for the year ended December 31, 1995. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS There has been no significant change in the Trust's financial condition since December 31, 1995. The Trust spent approximately $350,000 on capital improvements during the three-month period which ended March 31, 1996. These expenditures were paid for in cash, but they have not caused a liquidity problem. 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, 1995, 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 other than capital gains until such time as the plan of liquidation is approved. Rental income decreased by approximately 7% during the three-month period ended March 31, 1996, as compared to the three-month period ended March 31, 1995. This decrease is primarily due to the sale of several pieces of rental property in the latter part of 1995. The Trust was able to partially offset the decrease in rental property held by securing a tenant for a previously unoccupied location. As of March 31, 1996, the Trust had approximately 68,000 square feet of vacant space as compared to approximately 109,000 square feet of vacant space at March 31, 1995. Total expenses have decreased by approximately 7% during the three-month period ended March 31, 1996, as compared to the three-month period ended March 31, 1995. This decrease is largely due to a decrease in overall expenses, including depreciation, property taxes, and repair and maintenance expenses. Overall expenses have decreased due to the above mentioned sale of rental property in 1995, which has resulted in a smaller amount of rental property held and a smaller amount of operating expenses. For 1996 and 1995, 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 January of 1996, the Trust sold the St. Stephen Post Office located in St. Stephen, South Carolina for $70,000. A gain of $55,385 and $53,566 was recognized for financial reporting and income tax purposes, respectively. In the Form 10-KSB for the year ended December 31, 1995, disclosure was made concerning two separate offers received by the Trust to purchase the total assets (each in excess of the total carrying value) of the Trust. The Board of Trustees is in the process of evaluating such offers. 8 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 March 31, 1996. 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 May 13, 1996 /s/ Werner B. McDannald ------------------------ ------------------------------------- Werner B. McDannald, Manager Date May 13, 1996 /s/ Stewart H. Garrett ------------------------ ------------------------------------- Stewart H. Garrett, Sec./Treas.