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, 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 29644 P. O. Box 396, Fountain Inn, SC ------------------- - ------------------------------- (Zip Code) (Address of principal executive offices) 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 August 14, 1996: 2,090,108 --------- 2 Real Estate Fund Investment Trust Index PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed balance sheet--June 30, 1996 Condensed statements of income--Three months ended June 30, 1996 and 1995; Six months ended June 30, 1996 and 1995. Condensed statements of cash flows--Six months ended June 30, 1996 and 1995. Note to condensed financial statements--June 30, 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 JUNE 30, 1996 (Unaudited) ASSETS Real estate investments: Equity investments in real estate, less allowances for depreciation: Earning $1,868,472 Non-earning 216,030 ---------- 2,084,502 Net investment in direct financing leases 231,676 Mortgage notes receivable 223,208 ---------- 454,884 Other assets: Cash and cash equivalents 320,285 Rents and tenant charges receivable, net of allowance for uncollectible accounts of $45,000 95,105 Prepaid expenses and other 28,980 ---------- 444,370 $2,983,756 ========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Accrued property taxes $74,410 Other accrued expenses 43,908 Deferred income taxes 2,000 ---------- 120,318 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 14,220 ---------- 2,863,438 $2,983,756 ========== 4 Real Estate Fund Investment Trust Condensed Statements of Income (Unaudited) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 -------------------- ---------------------- 1996 1995 1996 1995 --------- --------- ---------- ---------- Revenues: Rental income $ 197,358 $ 218,110 $ 400,925 $ 436,838 Earned income from direct financing leases 8,882 11,153 18,375 22,805 Interest on mortgage notes and money market accounts 6,539 8,407 14,702 15,325 --------- --------- ---------- ---------- 212,779 237,670 434,002 474,968 Expenses: Provision for depreciation 43,159 43,008 85,680 85,840 Property and miscellaneous taxes 40,029 41,393 76,348 82,921 Maintenance and repairs, including payments of $32,537 (1996), $20,349 (1995), $45,486 (1996) and $29,349 (1995) to a company in which the Trust's manager is a principal owner 41,684 39,842 59,606 64,775 Provision for bad debts - - 3,300 3,600 Administrative and other expenses 57,648 52,996 123,114 117,328 --------- --------- ---------- ---------- 182,520 177,239 348,048 354,464 --------- --------- ---------- ---------- Income from operations before income taxes 30,259 60,431 85,954 120,504 Provision for federal and state income taxes 200 800 1,100 1,900 --------- --------- ---------- ---------- Income from operations 30,059 59,631 84,854 118,604 Gain on sale of equity investment in real estate, net of taxes - 64,696 55,385 203,897 --------- --------- ---------- ---------- Net income $ 30,059 $ 124,327 $ 140,239 $ 322,501 ========= ========= ========== ========== Net income per Share of Beneficial Interest: Income from operations $ .01 $ .03 $ .04 .05 Gain on sale of real estate - .03 .03 .10 --------- --------- ---------- ---------- $ .01 $ .06 $ .07 $ .15 ========= ========= ========== ========== 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 $ .03 $ .05 $ .06 $ .10 ========= ========= ========== ========== 5 Real Estate Fund Investment Trust Condensed Statements of Cash Flows (Unaudited) SIX MONTHS ENDED JUNE 30 1996 1995 --------- --------- OPERATING ACTIVITIES Net income $ 140,239 $ 322,501 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of equity investments in real estate 85,680 85,556 Gain on sale of equity investments in real estate (55,485) (203,997) Recovery of investment in direct financing leases 26,175 21,745 Decrease in rents and tenant charges receivable, prepaid expenses, escrow deposits and other assets 14,098 82,539 Decrease in accrued property taxes, other accrued expenses and federal and state income taxes payable (7,402) (88,675) --------- --------- Net cash provided by operating activities 203,305 219,669 INVESTING ACTIVITIES Proceeds from sale of equity investment in real estate, net of selling expenses of $384 (1996) and $7,542 (1995) 69,616 224,958 Additional costs of equity investments in real estate, including $162,122 (1996) and $16,391 (1995) paid to a company in which the Trust's manager is a principal owner (414,834) (38,631) Collections of mortgage notes receivable 22,358 12,047 --------- --------- Net cash (used) provided by investing activities (322,860) 198,374 DIVIDENDS PAID (125,407) (209,011) --------- --------- (Decrease) increase in cash and cash equivalents (244,962) 209,032 Cash and cash equivalents at beginning of period 565,247 542,081 --------- --------- Cash and cash equivalents at end of period $ 320,285 $ 751,113 ========= ========= 6 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 $415,000 on capital improvements during the six-month period which ended June 30, 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 in May, 1989 to direct the Board of Trustees to develop a plan of liquidation of the Trust's assets. Although negotiations, related to purchase offers received, are continuing, no formal 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 10% during the three-month period ended June 30, 1996, as compared to the three-month period ended June 30, 1995. This decrease is primarily due to the sale of several pieces of rental property in the latter part of 1995, and due to the bankruptcy of a major tenant. The bankruptcy of this tenant caused a decrease in rental income of approximately $12,000 during the three-month period ending June 30, 1996. The Trust was able to partially offset these decreases in rental income by securing a tenant for a previously unoccupied location. As of June 30, 1996, the Trust had approximately 72,000 square feet of vacant space as compared to approximately 109,000 square feet of vacant space at June 30, 1995. Total expenses increased by approximately 3% during the three-month period ended June 30, 1996, as compared to the three-month period ended June 30, 1995. The increase in total expenses is mainly due to an increase in management expenses and legal and professional expenses. These expenses have increased due to additional meetings and assistance in analyzing various offers for the sale of real estate, as discussed in the final paragraph of this discussion and analysis. 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 $55,485 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. One of the parties, which had made an offer, has withdrawn the offer and has no further interest in acquiring any real estate. The other party still has an active interest in acquiring the total assets of the Trust. In addition, another group has recently made an offer to purchase the total assets of the Trust. This additional offer is in excess of the total carrying value of the Trust's assets. The Board of Trustees is in the process of evaluating these offers. 7 Real Estate Fund Investment Trust Note to Condensed Financial Statements (Unaudited) June 30, 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 and six-month periods ended June 30, 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. 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 June 30, 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 August 14, 1996 /s/ Werner B. McDannald --------------- ---------------------------------- Werner B. McDannald, Manager Date August 14, 1996 /s/ Stewart H. Garrett --------------- ----------------------------------- Stewart H. Garrett, Sec./Treas.