8-K

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)              February 8, 2012

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

(Exact name of Registrant as specified in its charter)

MARYLAND                         001-33177                22-1897375

(State or other jurisdiction     (Commission        (IRS Employer

of incorporation)                 File Number)            Identification Number)

3499 Route 9N, Suite 3C, Freehold, NJ    07728

(Address of principal executive offices)   (Zip Code)

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):

[  ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 142-12 under the Exchange Act (17 CFR 240.14a-12

[  ] Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02     Results of Operations and Financial Condition.

Item 7.01     Regulation FD Disclosure.

On February 8, 2012, Monmouth Real Estate Investment Corporation issued a press release announcing the results for the first quarter ended December 31, 2011 and disclosed a supplemental information package in connection with its earnings conference call for the first quarter ended December 31, 2011.  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 (the “Exchange Act”). Also, when we use any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, we are making forward-looking statements. These forward-looking statements are not guaranteed and are based on our current intentions and on our current expectations and assumptions. These statements, intentions, expectations and assumptions involve risks and uncertainties, some of which are beyond our control that could cause actual results or events to differ materially from those we anticipate or project, such as:

·

the ability of our tenants to make payments under their respective leases, our reliance on certain major tenants and our ability to re-lease properties that are currently vacant or that become vacant;

·

our ability to obtain suitable tenants for our properties;

·

changes in real estate market conditions and general economic conditions;

·

the inherent risks associated with owning real estate, including local real estate market conditions, governing laws and regulations and illiquidity of real estate investments;

·

our ability to sell properties at an attractive price;

·

our ability to repay debt financing obligations;

·

our ability to refinance amounts outstanding under our credit facilities at maturity on terms favorable to us;

·

the loss of any member of our management team;

·

our ability to comply with certain debt covenants;

·

our ability to integrate acquired properties and operations into existing operations;

·

continued availability of proceeds from our debt or equity capital;

·

the availability of other debt and equity financing alternatives;

·

market conditions affecting our equity capital;

·

changes in interest rates under our current credit facilities and under any additional variable rate debt arrangements that we may enter into in the future;

·

our ability to implement successfully our selective acquisition strategy;

·

our ability to maintain internal controls and processes 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;

·

changes in federal or state tax rules or regulations that could have adverse tax consequences; and

·

our ability to qualify as a real estate investment trust for federal income tax purposes.

Item 9.01   Financial Statements and Exhibits.

(c)

Exhibits.

99

Supplemental information package for the first quarter ended December 31, 2011 and press release dated February 8, 2012.

Page 2

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/   Maureen E. Vecere

                                MAUREEN E. VECERE

                                Chief Financial and Accounting Officer

     Date        February 8, 2012

Page 3

EX-99

MONMOUTH REAL ESTATE INVESTMENT CORPORATION
Juniper Business Plaza
3499 Route 9 North, Suite 3-C
Freehold, NJ 07728

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

FOR IMMEDIATE RELEASE

February 8, 2012

Contact: Susan Jordan

   732-577-9996

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

REPORTS 1^st QUARTER FINANCIAL RESULTS

FREEHOLD, NJ, February 8, 2012........Monmouth Real Estate Investment Corporation (the Company) (NYSE:MNR) reported funds from operations (FFO) of $7,450,000 or $0.20 per share for the three months ended December 31, 2011, as compared to $6,596,000 or $0.19 per share for the three months ended December 31, 2010.  

A summary of significant financial information for the three months ended December 31, 2011 and 2010 is as follows:

      Three Months Ended

             December 31,

		2011		2010
Rental and Reimbursement Revenue	$	12,795,000	$	12,037,000
Total Expenses	$	7,312,000	$	6,983,000
Interest and Dividend Income	$	949,000	$	727,000
Gain on Securities Transactions, net	$	2,788,000	$	2,808,000
Income from Continuing Operations	$	5,367,000	$	4,753,000
Income from Discontinued Operations	$	20,000	$	61,000
Net Income Applicable to Common Shareholders	$	4,346,000	$	3,766,000
Net Income Applicable to Common       Shareholders Per Share	$	.12	$	.11
FFO (1)	$	7,450,000	$	6,596,000
FFO Per Common Share (1)	$	.20	$	.19
Weighted Avg. Common Shares Outstanding		37,472,000		34,095,000

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

A summary of significant balance sheet information as of December 31, 2011 and September 30, 2011 is as follows:

		December 31, 2011		September 30, 2011
Total Real Estate Investments	$	441,211,000	$	409,024,000
Securities Available for Sale	$	44,950,000	$	44,265,000
Total Assets	$	511,507,000	$	476,987,000
Mortgage Notes Payable	$	222,385,000	$	211,614,000
Subordinated Convertible Debentures	$	8,790,000	$	8,915,000
Loans Payable	$	19,456,000	$	16,861,000
Total Shareholders’ Equity	$	255,565,000	$	234,543,000

Eugene W. Landy, President, commented on the results of the first quarter of fiscal year 2012, “The first quarter represented a strong start to the new year. We acquired four new properties comprised of 540,000 square feet for a total of $35.7 million. We gained inclusion in the MSCI US REIT Index and opportunistically raised $16.8 million in new capital. We realized $2.8 million in gains on our REIT securities investments and we have now secured lease renewals on 974,000 of the 1.3 million square feet in leases originally set to expire this year. Additional lease renewals are currently under discussion. The Company remains very focused on continuing to deliver positive results and we look forward to building upon the substantial growth that was achieved in the first quarter of 2012.”

Monmouth Real Estate Investment Corporation will host its First Quarter 2012 Financial Results Webcast and Conference Call.  Senior management will discuss the results, current market conditions and future outlook on Thursday, February 9, 2012 at 10:00 a.m. Eastern Time.

The Company’s first quarter financial results being released herein will be available on the Company’s website at www.mreic.com in the “Financial Information and Filings” section.

To participate in the Webcast, select the microphone icon at the top of the homepage on the Company’s website at www.mreic.com.  Interested parties can also participate via conference call by calling toll free 877-317-6789 (domestically) or 412-317-6789 (internationally).

The replay of the conference call will be available at 12:00 p.m. Eastern Time on Thursday February 9, 2012.  It will be available until March 10, 2012, and can be accessed by dialing toll free 877-344-7529 (domestically) and 412-317-0088 (internationally) and entering the passcode 10008445.  A transcript of the call and the webcast replay will be available at the Company’s website, www.mreic.com.

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

Monmouth Real Estate Investment Corporation is a publicly-owned real estate investment trust specializing in net-leased industrial properties subject to long-term leases primarily to investment grade tenants.  The Company's property portfolio consists of sixty-eight industrial properties and one shopping center located in twenty-five states.  In addition, the Company owns a portfolio of REIT securities.

Certain statements included in this press release which are not historical facts may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements are based on the Company’s current expectations and involve various risks and uncertainties.  Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can provide no assurance those expectations will be achieved. The risks and uncertainties that could cause actual results or events to differ materially from expectations are contained in the Company’s annual report on Form 10-K and described from time to time in the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Notes:  

(1)  Non-GAAP Information:  FFO is defined by the National Association of Real Estate Investment Trusts ("NAREIT") as net income applicable to common shareholders, excluding gains or losses from sales of depreciable assets, plus real estate-related depreciation and amortization.   FFO per common share is defined as FFO divided by weighted average common shares outstanding.  FFO and FFO per common share should be considered as supplemental measures of operating performance used by real estate investment trusts (REITs).  FFO and FFO per common share exclude historical cost depreciation as an expense and may facilitate the comparison of REITs which have different cost basis.  The items excluded from FFO and FFO per common share are significant components in understanding the Company’s financial performance.

FFO and FFO per common share (A) do not represent cash flow from operations as defined by generally accepted accounting principles; (B) should not be considered as an alternative to net income as a measure of operating performance or to cash flows from operating, investing and financing activities; and (C) are not alternatives to cash flow as a measure of liquidity.  FFO and FFO per common share, as calculated by the Company, may not be comparable to similarly entitled measures reported by other REITs.  

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.

The Company’s FFO for the three months ended December 31, 2011 and 2010 are calculated as follows:

                                             Three Months Ended

	12/31/11	12/31/10
Net Income	$5,387,000	$4,815,000
Income to Noncontrolling Interest	(21,000)	(28,000)
Preferred Dividend	(1,020,000)	(1,020,000)
Depreciation Expense	2,786,000	2,535,000
Amortization of In-Place Lease       Intangible Assets	318,000	294,000
FFO	$7,450,000	$6,596,000

The following are the cash flows provided (used) by operating, investing and financing activities for the quarters ended December 31, 2011 and 2010:

	2011	2010
Operating Activities	$5,762,000	$4,218,000
Investing Activities	(32,379,000)	(13,695,000)
Financing Activities	28,958,000	10,500,000

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First Quarter FY 2012 Supplemental of Monmouth Real Estate Investment Corp.