Good morning, everyone, and welcome to the Investors Real Estate Trust Fiscal 2013 First Quarter Earnings Conference Call and Webcast. [Operator Instructions] Please also note that today's event is being recorded. I would now like to turn the conference call over to Ms. Lindsey Anderson, Director of Investor Relations. Ma'am, you may begin.

Good morning, and welcome to Investors Real Estate Trust's First Quarter Fiscal 2013 Earnings Conference Call. IRET's earnings release and supplemental disclosure package for the 3 months ended July 31, 2012 are posted to our website and also furnished on Form 8-K on September 10. In the earnings release and supplemental disclosure package, Investors Real Estate Trust has reconciled all non-GAAP financial measures to the most directly comparable GAAP measures in accordance with the requirements set forth in Regulation G. If you have not received a copy, these documents are available on IRET's website at iret.com in the Investors section. Additionally, a webcast and transcript of this call will be archived on the IRET website for 1 year. At this time, management would like to inform you that certain statements made during this call, which are not historical, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although Investors Real Estate Trust believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, Investors Real Estate Trust can give no assurance that its expectations will be achieved. Factors and risks that could cause actual results to differ materially from those expressed or implied by forward-looking statements are detailed in Monday's earnings release and from time to time in Investors Real Estate Trust's filings with the SEC. Investors Real Estate Trust does not undertake a duty to update any forward-looking statements. With me today from management are Tim Mihalick, President and Chief Executive Officer; Diane Bryantt, Executive Vice President and Chief Financial Officer; and Tom Wentz, Jr., Executive Vice President and Chief Operating Officer. At this time, I would like to turn the call over to Tim Mihalick for his opening remarks.

Thank you, Lindsey, and good morning, everyone. Last week, I had the pleasure of being part of a panel at which a number of pertinent questions were asked regarding IRET's position in the REIT world. And with my apologies to the moderator of the panel, I thought some of those questions -- I thought some of the questions posed would make for great talking points for my opening remarks. In the past, I have stated that IRET is the only publicly traded REIT in our markets. While I believe that to be true, I should have noted an exception for competition from other REITs that we faced in and around the Minneapolis-St. Paul area. I do believe, however, that IRET is the largest fully integrated operating company, with experience in all facets of the real estate industry throughout our 12-state region. And most importantly, we have demonstrated the ability to access capital, and we all know how crucial capital is in the real estate business. As Tom and Diane will touch on later in the call, our ability to access capital was evidenced by the recent successful preferred offering we completed in which we were able to raise net proceeds in excess of $111.2 million. This capital raise falls in line with our strategic plan that I have talked about over the last year as this will allow us to pay down our line of credit, as well as other targeted mortgages which will enhance our cash flow. Additionally, the funds raised will provide us with a balance sheet strength necessary to continue our focus on acquiring and developing projects in our core markets, most notably the North Dakota market, home to the Bakken Shale Formation, where the energy-related activity remains robust. I truly believe that the diversified portfolio that…

Thank you, Tim. This morning, I will give a brief summary of highlights and results of operations of the first quarter of fiscal year 2013 ending July 31. We were pleased with the operating results in the first quarter. Revenue increased 4.8% to $62 million as compared to the first quarter of fiscal year 2012. The primary source of increased revenues were some acquisitions and development properties placed in service. Net operating income increased $2.6 million or 7.6% for all property. Again, acquisitions are the primary driver of these increase. And detail by segment can be found in the operating results in the MD&A section of the 10-Q. But to summarize, non-stabilized or acquisition properties provided for an additional NOI of $2.9 million. Stabilized properties, however, provided for a combined overall NOI decrease of $261,000. To break down by segment, multifamily segment stabilized NOI was $966,000 greater than the prior fiscal year, showing the effect of continuing increase in occupancy and reduced operating expenses. This increase in the multifamily segment was offset by decreases in the office and medical segments. The office segment is not showing significant changes in occupancy. However, variances -- financial statement variances were caused by reduced tenant reimbursements, increases in real estate taxes and allocated property management expenses. These type of expenses will be offset when occupancy increases through tenant reimbursement. The decrease in the Commercial medical segment was primarily a result of vacancy at the Sartell location and other reductions in the senior housing portfolio as a result of changes in operating structures. Again, detail by segment is found in the 10-Q. Overall occupancy percentage in our stabilized segment increased in 3 of our 5 segments, with multifamily again leading the way. Tom Wentz, Jr. will later discuss more what we see in the marketplaces…

Thank you, Diane. Consistent with my past presentations, this morning I will provide an overview of our fiscal 2013 first quarter ending July 31, 2012, as well as provide a review of recent events and trends impacting IRET. I will also cover the credit markets as they pertain to IRET and conclude with an overview of IRET's segment operations, as well as pending acquisitions, dispositions and development. Our first quarter results continued the trend of improving operations with revenue up primarily due to acquisitions, as well as more importantly, continued strength in our multifamily operations. While Commercial Office continues to be a drag on overall operations, the slight declines in our medical segment are primarily confined to 1 building and a change in operating structure at our Wyoming senior housing properties and the related accounting treatment. At the start of the last fiscal year, we outlined a number of areas of focus in an attempt to make positive progress in what we view would be continued challenging economic conditions due to a slow and uneven recovery and low employment and wage growth. With our move to internal management mostly complete, our first focus is on growing revenue by improving occupancy and adding assets to our core segments of multifamily, medical, office and senior housing through acquisitions and development, controlling expenses and seeking to dispose of those assets that fit our -- that do not fit our priority segments and markets. While Commercial Office continues to be challenged by the slow pace of economic recovery, we again made good progress in our areas of focus as confirmed by our first quarter results. Second, we continue to prudently move capital to strategically grow the strongest segments of our portfolio, multifamily and medical, as well as the strongest markets in our portfolio, the…

[Operator Instructions] And our first question comes from Rich Anderson from BMO Capital Markets.

I don't know who that joker moderator was, but -- discussion -- so can you talk about leverage targets in the next 30 months? Can you quantify where you think you can get from an absolute leverage perspective whatever ratio you want to choose?

Well, Rich, this is Tom. I don't know if we necessarily set a leverage target per se, but I think our focus going forward is to reduce our leverage on our existing portfolio in our matured assets purely to provide more flexibility going forward in the event of sale or repositioning. I think with the current capital market -- or the debt markets where they're at, for our new acquisitions and new developments, I think we're still going to seek our target leverage levels of that 65% to 75% depending on product type, length of ability to fix. But I think going forward, you'll see our overall leverage come down into probably the high 50s, low 50s. But not a real meaningful reduction from where it's at.

And would that generally be done through the sale of encumbered assets? How do you expect that leverage number to tick down over the quarter?

Yes, I think it's a combination of -- if that's the best use of sale proceeds, I mean, I think again, our primary focus is on growth. But again, I mean, every dollar we get in capital whether it's from sale proceeds or new equity or operating revenue that we evaluate what the best home for that is. And in certain instances, that's to pay down debt primarily for cash flow improvement, improved liquidity and flexibility. But again, I mean we have to look at growth opportunities and evaluate what the best use of that dollar is. I think again, it probably would be additional equity for purposes of reducing leverage, depending on the stock price and what the net proceeds to IRET would be. So I think it's a real -- a combination. We haven't absolutely dedicated any particular source for this use or that use.

What percentage of your debt would you say is friendly from an early pay-down perspective?

I would say of the $1 billion that we're at, we probably are 15% to 20%, friendly [ph] from the standpoint of we're maybe 1 or 2 percentage points on a pay down or it's at par. We have a fair amount of debt overall that still has pretty good term left on it, but is open either at 1% or 2%, or is open at par or the prepay period is burned off.

Got you. And on dispositions, you said a more consistent basis. Could you provide any kind of color or quantify what you think a disposition run rate might be on an annual basis?

Rich, this is Tim. And like I said, it's somewhat of a challenge again. We've talked in the past about those non-core assets. I've been trying to get a feel for where the market sees our properties. I certainly have discovered it's challenging to take a look at some of those outlying markets outside of the Twin Cities to try to nail a number down and to that, that's been somewhat of a struggle other than to say that as Tom mentioned, we looked at [ph] some of these properties for sale that are in our markets and hope to continue that plan moving forward.

Okay. It's looks as if during the first quarter, you had an uptick in property management and maintenance expenses. Anything to be read into there? Is that a one-time-ish type of thing? What was that all about?

Well, usually a lot of that is seasonal. I mean just given our markets, a lot of activity on repair, renovation, capital improvement, construction, is really crammed into the first and second quarters just because that's the summer months. So I think our review is there really isn't anything from a trend standpoint that we saw necessary to comment on, so I guess our response is nothing material or trend-like.

Okay. Last question for me. Tim, you mentioned the development return on the same level of acquisition returns except for in the Williston area. Is that -- did I hear you right? And why aren't you willing -- or why don't you need a premium return on development to justify that incremental risk?

Well, yes, obviously in the Bakken and the energy plays the...

Yes, outside of there, I mean. Yes.

Outside of there?

Yes.

I still think from a premium perspective, we're probably at 7, 7.5, with the anticipation that those numbers will be higher. And I think we're going to be able to occupy those, rent them up, so we've got the opportunity still to lend on those from the agencies. So you're looking at debt cost probably at below 4. We're looking at a spread anywhere from 300 to 400 basis points as we put those projects in place. So I guess that 7.5 to 8 range probably is attainable.

Okay, so there is a spread in terms of what you have developed for or what you will have to acquire for.

Yes.

Our next question comes from Michael Salinsky from RBC Capital Markets.

The 2 properties you list in the queue there as under contract. Should those close in the second quarter and what should we expect in terms of pricing on those? And also, I'm not sure if you mentioned this, but the 3 acquisitions you closed in the first quarter, can you give us a sense of where pricing came in on that?

Yes, this is Tom. Diane probably has the exact number. The 2 acquisitions that are pending in Billings, Montana and Sartell, Minnesota, I think, correct me if I'm wrong, $25.2 million, $25.1 million approximately for those 2 projects, and that's about 250-plus units. Those should close, no assurances can be given, probably in the next 45 to 60 days would be our expectation. But again, that's subject to a lot of variables from that standpoint. The other pending -- or I mean the recently closed acquisitions, Lincoln, yes, we have the 2 in Lincoln, Nebraska and then Topeka, Kansas.

What were the cap rates on those, though?

Blended was 6.9 per Diane's, and that's our net projected cap. That's not the gross. That's the net.

Okay, so that includes CapEx and management fee, correct?

Correct. That's going to be after our projected CapEx and after our management fee. Debt on those acquisitions probably average 3.8, 3.9. We assume some debt on the Topeka asset. So overall, good accretive projects -- I mean, good spread in the underlying difference between the going-in cap and the underlying leverage.

Okay. I appreciate the color there. Second question, you mentioned positive leasing momentum again this quarter, yet we didn't see it really translate in the actual -- the leasing volume. The retention ratio was also a little bit lower. What seems to be the disconnect there in terms of the leasing volume we're seeing versus actual lease signed? Is it pricing competent, is it people waiting to make decisions based upon the election? Can you give us a sense of what you're seeing and hearing from the tenants? And then also, that the TIs and leasing commissions, I think you mentioned those are pretty high during the quarter. Do you expect that to continue?

Well, I think on the first part, really what we're seeing are much smaller tenants in the market, and I think it goes back to some of our earlier commentary on these calls where we noted that for the first time, we're actually seeing new businesses, we're seeing small businesses. I mean, we're seeing some positive signs and I think what I take away from my commentary is the larger corporate users really is the counterweight to that trend. They still are in a hold pattern and they still are viewing large blocks of space as controllable expenses. So I think it's really again, we're seeing more activity from a more diverse group of tenants that we haven't seen before, but it's a much smaller scale. And again, I think what I commented is, we still have to wait and see what this is going to translate into. But I think there is definitely a longer time horizon here. These are companies that are not capitalized as well, generally are smaller, take a little bit longer to make a decision. I think on your second question about the TI cost, again, what I think we've tried to say is look out over a longer period of time in our 8-K. Even though, obviously, it's a lot of real estate, in the scheme of things, it's pretty small in a square footage basis and we've a pretty diverse portfolio in there. So very individual transactions can skew the deal pretty significantly one way or the other, and in this past quarter, we had a Class A-plus building, Golden Hills, where we had leasing activity take place. A-building credit tenant, that's going to be a much higher TI cost. So that's just really going to skew the results. So again, what we kind of look at is our trend out over several quarters in the 8-K and not necessarily quarter-to-quarter. But that would be the explanation for the prior quarter.

I appreciate the color there. Just as a follow-up to that, then the retention ratio dropped pretty significantly. Was that one large tenant or was that a combination? And also, just to go back to the commentary, you talked about the larger guys in downsize. Is it a price sensitivity or are they still continuing to shed jobs there? I mean, what's the driver there? I mean, is it -- are they coming back to you with price willing to take the space or is it just that they want to downsize? Any comment?

It's primarily smaller footprints. I mean, again, it goes back to my comment on higher density. We're not really seeing job loss as, the driver. I mean, what we're just really seeing still in the market is higher density requirements. And so if there's multiple offices, they're not necessarily reducing the staff count. They're just basically putting the same staff count in smaller space or a space and then giving back the other space. And that's still the phenomenon we're seeing among larger corporate users, public companies, that really have an expense control motivation. And as far as the retention ratio again, that really fluctuates depending on who comes up, but yes, there have been some larger tenants that we've been in discussion with on downsizing from that standpoint. So that's going to impact -- we're going to retain them but they're going to downsize. So that's going to impact the retention ratio negatively, even though we've retained them, we've retained them in a smaller space.

Okay, and just the final question there. You talked a little bit about development. How many additional projects should we look for, for the balance of the year here, as you're kind of laying out your capital plans for the year?

Well, I think there's going to be a number of them. I think if you look back out over the last 12 to 18 months, and I think really our commentary is there isn't a lot of existing product that can be acquired in these markets. And so historically, we built in the Billings, Montana, it's the Sioux Falls, South Dakotas, the Bismarck, North Dakotas. So I mean, I think if you look back over the last 12 months, where we probably did half a dozen projects, think that's a pretty good guesstimate going forward. But again, development is substantially different from acquisition. It takes time. Not all projects get out of the ground. And there's a drag. There's a cost to development. It's not associated with acquisitions. So I wouldn't see it going all development, but I think it's going to be at the heightened level that we're at.

[Operator Instructions] Our next question comes from Dan Donlan from Janney Capital Markets.

Just going back to the development question. As you guys are looking at the Bakken Shale area, is this going to be more multifamily, industrial, office? Or is it kind of going to run the gamut?

Dan, I think at this point, we focused on the multifamily opportunities in the Bakken Shale, really within the heart of the Bakken shale, which is Williston, North Dakota itself. And we'll continue to pursue opportunities around the periphery of that field. And obviously, back in Minot, which has seen the impact of the energy play, as Tom mentioned, will -- which should begin collecting rent from an industrial build-to-suit with IPS here later this year. We've leased our space out to Hess Corp. and as well as Enbridge, and continue to pursue other opportunities from an industrial perspective in the larger markets, where we could see a second use for those properties. And obviously, as we've touched on in the past, the challenges and infrastructure needs in the Williston market and as well as Minot itself, and as those continue to get developed, we'll continue to take advantage of those opportunities. But our focus is probably more on the multifamily and industrial, with some Commercial Office space as we address larger users.

Great. And how do you think about the longevity of these assets? I don't know how long the boom is going to last. I mean, what is your feeling there? And are these assets that you think you can continue to maintain occupancy for 10 to 15 years? Or any thoughts there would be helpful.

I think -- and Tom can add a little color on this, we take a look at the play to be there for a while, 5 to 10 years, so we've been through a couple of boom and then bust, but there is certainly some different characteristics in this energy play. We're going to continue to take a look at those markets. The 145 units that we mentioned earlier, we're able to mass-release a majority of that project with 3- or 4-year leases. So we look at that as an opportunity to reduce the cost of that project. In regards to the length of the play, everybody tells us we have legs. Both parties seem to be focused -- both political parties that is, seem to be focused on bringing energy production back to the U.S. and being active in domestic production of that. And so that was certainly good to hear as I look at the election outcome. So I think that bodes well for what we see in western North Dakota. And the length of the play, obviously, is going to be dependent on pricing, and if I had an answer to that, we'd all be sitting in a different room. But I think we're comfortable what this is going to continue to play and continue to move forward.

And our final question comes from James Bellessa from D.A. Davidson & Co.

I'd like to go back to property management expenses. They had been running at over $5 million and then in the fourth quarter, your April quarter, they dipped below $3 million and that was partly explained by proceeds from a settlement of the claim. But one of the inquirers on this call asked and the management response, at least the way I interpreted, was that it was going to be staying down towards the $3 million level. But in the first quarter, it did jump up above $4 million. And what did we misinterpret, what did we misunderstand, and will this $4 million level be where you're going to be? Or is this -- is it just a variable? It's going to vacillate?

Well, Jim, this is Diane. I think probably the discussion you should look at in the 10-K, the detail by segment. And the effect of the TRS change in comparative period is going to be there for another year and I believe we detailed out the expenses in that medical segment. But overall, if you look at the stabilized properties and their expenses in that detail, I think you're going to see that they're holding their own. They're going down, but you almost have to look by segment. And that TRS change is if you look just at the big picture, it's going to cause you some issues in your comparative period analysis.

And I'm not aware of what TRS stands for. Can you...

Yes, that's a taxable resubsidiary and it has to do with our Wyoming senior housing, change from a taxable resubsidiary to a triple-net structured lease. Again, it's a bit complicated. The net result is approximately the same but in the comparative financial category, the revenue and expenses, you're seeing significant adjustments either way. But the NOI, the bottom line is the key focus that you need to look at in that segment.

In this taxable situation, we don't any longer -- there was a few quarters where you did have a taxable line item, but that's not showing up any longer?

Right. Because that structure was dissolved. It basically went from operating like an apartment building to a single-tenant rent structure. So the TRS has been dissolved and those facilities are operating as a triple-net single tenant, this one line item revenue that comes in.

And how does not have a bearing on property and management expense line item then?

Because in your prior comparative periods, you would have had expenses running through.

I see. Okay, now going forward, is this first quarter level of $4.1 million a reasonable base to look at your cost of property management expenses or is it going to vacillate, I guess that is the question?

Okay. Probably, I would say that would be consistent in the fourth quarter of fiscal '13. We did have that bankruptcy claim that reduced expenses. So for -- if you're looking just at first quarter, I would say you're probably correct.

[Operator Instructions] And at this time, I'm showing no additional questions. I would like to turn the conference call back over to management for any closing remarks.

This is Tim Mihalick again, and I'd just like to offer my thanks for those of you listening in this morning, and it's an exciting time at IRET as we look forward. The completion of the preferred offering gives us some flexibility in our balance sheet that we haven't seen in a long time. And the opportunities that are in front of us from a development perspective as we begin to also restructure our balance sheet and address the metrics that the industry also measures us off of allows us to be excited about what's in front of us. As I mentioned earlier, we've had 42 years of success and excited about starting Phase II, moving on for the next 40 years. So with that, thank you all for being present this morning and good day.

The conference call has now concluded. We do thank you for attending today's presentation. You may now disconnect your telephone lines.