Current Report Filing (8-k)
May 09 2019 - 4:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
May 9
, 2019
MONMOUTH
REAL ESTATE INVESTMENT CORPORATION
(Exact
name of registrant as specified in its charter)
MARYLAND
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001-33177
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22-1897375
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3499
Route 9N, Suite 3D, Freehold, NJ
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07728
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(732) 577-9996
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instructions A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 142-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
[ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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MNR
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New
York Stock Exchange
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6.125%
Series C Cumulative Redeemable Preferred Stock
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MNR-PC
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New
York Stock Exchange
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Item
2.02 Results of Operations and Financial Condition.
Item
7.01 Regulation FD Disclosure.
On
May 9, 2019, Monmouth Real Estate Investment Corporation issued a press release announcing the results for the second quarter
ended March 31, 2019 and disclosed a supplemental information package in connection with its earnings conference call for the
second quarter ended March 31, 2019. A copy of the supplemental information package and press release is furnished with this report
as Exhibit 99 and is incorporated herein by reference.
The
information in this report and the exhibit attached hereto is being furnished, not filed, for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and pursuant to Item 2.02 and Item 7.01 of Form 8-K will not be incorporated by reference
into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein
by reference.
Forward-Looking
Statements
Statements
contained in this report, including the documents that are incorporated by reference, that are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995 (the “Exchange
Act”). All statements, other than statements of historical facts that address activities, events or developments where the
Company uses any of the words “anticipates,” “assumes,” “believes,” “estimates,”
“expects,” “intends,” or similar expressions, are forward-looking statements. These forward-looking statements
are not guaranteed and are based on the Company’s current intentions and on the Company’s current expectations and
assumptions. These statements, intentions, expectations and assumptions involve risks and uncertainties, some of which are beyond
the Company’s control that could cause actual results or events to differ materially from those that the Company anticipates
or projects, such as:
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the
ability of the Company’s tenants to make payments under their respective leases, its reliance on certain major tenants
and the Company’s ability to re-lease properties that are currently vacant or that become vacant;
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the
Company’s ability to obtain suitable tenants for its properties;
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changes
in real estate market conditions, economic conditions in the industrial sector and the market in which the Company’s
properties are located and general economic conditions;
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the
inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations
and illiquidity of real estate investments;
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the
Company’s ability to acquire, finance and sell properties on attractive terms;
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the
Company’s ability to repay debt financing obligations;
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the
Company’s ability to refinance amounts outstanding under its mortgages and credit facilities at maturity on terms favorable
to us, or at all;
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the
loss of any member of the Company’s management team;
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the
Company’s ability to comply with debt covenants;
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the
Company’s ability to integrate acquired properties and operations into existing operations;
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continued
availability of proceeds from issuances of the Company’s debt or equity securities;
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the
availability of other debt and equity financing alternatives;
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market
conditions affecting the Company’s investment in marketable securities of other REIT’s;
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changes
in interest rates under the Company’s current credit facility and under any additional variable rate debt arrangements
that the Company may enter into in the future;
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the
Company’s ability to successfully implement the Company’s selective acquisition strategy;
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the
Company’s ability to maintain internal controls and procedures to ensure all transactions are accounted for properly,
all relevant disclosures and filings are timely made in accordance with all rules and regulations, and any potential fraud
or embezzlement is thwarted or detected;
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changes
in federal or state tax rules or regulations that could have adverse tax consequences;
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declines
in the market prices of the Company’s investment securities; and
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the
Company’s ability to qualify as a REIT for federal income tax purposes.
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Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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 hereunto duly authorized.
MONMOUTH
REAL ESTATE INVESTMENT CORPORATION
/s/
Kevin S. Miller
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KEVIN
S. MILLER
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Chief
Financial and Accounting Officer
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Date
May 9, 2019
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