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EX-32 - EXHIBT - MONMOUTH REAL ESTATE INVESTMENT CORPexhibit32.htm
EX-31.2 - EXHIBIT - MONMOUTH REAL ESTATE INVESTMENT CORPexhibit312.htm
EX-23.1 - EXHIBIT - MONMOUTH REAL ESTATE INVESTMENT CORPexhibit231.htm
EX-23.2 - EXHIBIT - MONMOUTH REAL ESTATE INVESTMENT CORPexhibit232.htm
EX-10.2 - EXHIBIT - MONMOUTH REAL ESTATE INVESTMENT CORPexhibit102.htm
EX-31.1 - EXHIBIT - MONMOUTH REAL ESTATE INVESTMENT CORPexhibit311.htm
EX-10.9 - EXHIBIT - MONMOUTH REAL ESTATE INVESTMENT CORPexhibit109.htm
EX-10.12 - EXHIBIT - MONMOUTH REAL ESTATE INVESTMENT CORPexhibit1012.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

 

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the fiscal year ended       September 30, 2009

 

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period ___________________ to ____________________

 

Commission File Number 001-33177

 

MONMOUTH REAL ESTATE INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

Maryland                                           22-1897375

(State or other jurisdiction of                      (I.R.S. Employer

incorporation or organization)                    Identification No.)

3499 Route 9 North, Suite 3-C, Freehold, NJ   07728

(Address of Principal Executive Offices)        (Zip Code)

 

Registrant’s telephone number, including area code:      (732)- 577-9996

 

Securities registered pursuant to Section 12(b) of the Act:

Common Stock      $.01 par value per share - NASDAQ Global Select Market

7.625% Series A Cumulative Redeemable Preferred Stock   $.01 par value per share, $25 liquidation value per share - NASDAQ Global Select Market

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                   ___Yes   X    No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ___Yes    X    No

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.   X  Yes   __ No     

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   __ Yes   _X_ No     


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K    X

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “ large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act :


Large accelerated filer

               

                Accelerated filer

   X   

                 

Non-accelerated filer    

         

Smaller reporting company

         

        

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).            Yes    X    No

The aggregate market value of the voting stock of the registrant held by nonaffiliates of the registrant at March 31, 2009 was approximately $142,288,000 (based on the $6.96 closing price per share of common stock on the NASDAQ Global Select Market).

 

There were 27,845,275 shares of Common Stock and 1,322,500 shares of 7.625% Series A Cumulative Redeemable Preferred Stock outstanding as of December 1, 2009.

 

Documents Incorporated by Reference: None.




TABLE OF CONTENTS


Item

No.

 

Page

No.

 

Part I

 

1

Business.

3

1A

Risk Factors.

6

1B

Unresolved Staff Comments.

14

2

Properties.

15

3

Legal Proceedings.

19

4

Submission of Matters to a Vote of Security-Holders.

19

   
 

Part II

 

5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


20

6

Selected Financial Data.

23

7

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

25

7A

Quantitative and Qualitative Disclosures about Market Risk.

40

8

Financial Statements and Supplementary Data.

41

9

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

42

9A

Controls and Procedures.

43

9B

Other Information.

45

   
 

Part III

 

10

Directors, Executive Officers and Corporate Governance.

46

11

Executive Compensation.

48

12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

61

13

Certain Relationships and Related Transactions, and Director Independence.

64

14

Principal Accounting Fees and Services.

65

   
 

Part IV

 

15

Exhibits, Financial Statement Schedules.

67

   
 

Signatures

125




2

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PART I

ITEM 1 – BUSINESS


General Development of the Business


In this 10-K, “we”, “us’, “our”, or “the Company”, refers to Monmouth Real Estate Investment Corporation, together with its predecessors and subsidiaries, unless the context requires otherwise.


The Company is a corporation operating as a qualified real estate investment trust (REIT) under Sections 856-860 of the Internal Revenue Code (the Code), and intends to maintain its qualification as a REIT in the future. As a qualified REIT, with limited exceptions, the Company will not be taxed under Federal and certain state income tax laws at the corporate level on taxable income that it distributes to its shareholders. For special tax provisions applicable to REITs, refer to Sections 856-860 of the Code.


The Company was established in 1968 as a New Jersey Business Trust (NJBT).  In 1990, the NJBT merged into a newly formed Delaware corporation.  On May 15, 2003, the Company changed its state of incorporation from Delaware to Maryland by merging with and into a Maryland corporation (the Reincorporation).  The Reincorporation was approved by the Company’s shareholders at the Company’s annual meeting on May 6, 2003.  In 2005, the Company formed a wholly-owned taxable REIT subsidiary organized in Maryland, named MREIC Financial, Inc.  MREIC Financial, Inc. had no activity from inception through September 30, 2009.   


On July 31, 2007, the Company completed its strategic combination with Monmouth Capital Corporation (Monmouth Capital), a New Jersey Corporation (the merger).  As a result of the merger, each share of Monmouth Capital’s common stock outstanding at the time of the merger was converted into and exchanged for the right to receive .655 shares of the Company’s common stock and the Company became the owner of all of the outstanding stock of Monmouth Capital.  As a result of this transaction, the Company issued 3,727,706 shares of common stock valued at approximately $32,400,000.  The total cost of the merger paid by the Company was approximately $33,970,000, which included the value of outstanding stock options of Monmouth Capital and certain transaction costs.  The assets and liabilities of Monmouth Capital as of the effective time of the merger were recorded by the Company at their respective fair values and added to those of the Company.


The Company’s primary business is the ownership of real estate.  Its investment focus is to own net leased industrial properties which are leased to investment-grade tenants on long-term leases.    In addition, the Company holds a portfolio of REIT securities.   


Narrative Description of Business


Currently, the Company derives its income primarily from real estate rental operations. Rental and reimbursement revenue was $41,318,498, $39,148,259 and $28,237,404 for the years ended September 30, 2009, 2008 and 2007, respectively.  Total assets were $394,774,778 and $389,077,597 as of September 30, 2009 and 2008, respectively.  


The Company has approximately 6,132,000 square feet of space that it leases, of which approximately 2,910,000 square feet, or 47%, is leased to Federal Express Corporation (FDX) and its subsidiaries and approximately 279,000 square feet, or 5%, is leased to Keebler Company, a subsidiary of the Kellogg Company.  During 2009, 2008 and 2007, rental and reimbursement revenue from properties leased to these companies approximated 64%, 61% and 55%, respectively, of total rental and reimbursement revenue.  The Company’s weighted-average lease expiration was 5.0 years as of September 30, 2009 and its average rent per occupied square foot as of September 30, 2009 and 2008 was $5.64 and $5.28, respectively.  At September 30, 2009 and 2008, the Company’s occupancy was 96% and 98%, respectively.  


At September 30, 2009, the Company owns fifty-nine rental properties. (See Item 2 for a detailed description of the properties.)  These properties are located in twenty-five states:  Alabama, Arizona, Colorado, Connecticut, Florida, Georgia, Illinois, Iowa, Kansas, Maryland, Michigan, Minnesota, Missouri, Mississippi, North Carolina, Nebraska, New Jersey, New York, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, and



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Wisconsin.  All properties are leased on a net basis except the industrial park in Monaca, Pennsylvania and the shopping center in Somerset, New Jersey.


In fiscal 2009, the Company purchased a 40,000 square foot industrial property in Topeka, Kansas for a total cost of approximately $4,088,000.  The Company acquired a 449,900 square foot industrial building in Memphis, Tennessee in the first fiscal quarter of 2010 for approximately $14,600,000.  The Company has a contract to purchase an industrial property for approximately $8,050,000 which transaction is expected to close in the first quarter of fiscal 2010.  The Company anticipates additional acquisitions in 2010.  The funds for these acquisitions are expected to come from mortgages, other bank borrowings, proceeds from the Dividend Reinvestment and Stock Purchase Plan (DRIP), private placements and public offerings or placements of additional common or preferred stock or other securities. To the extent that funds or appropriate properties are not available, fewer acquisitions will be made.  Because of the contingent nature of contracts to purchase real property, the Company announces acquisitions only upon closing.  


The Company competes with other investors in real estate for attractive investment opportunities.  These investors include other “equity” real estate investment trusts, limited partnerships, syndications and private investors, among others.   Competition in the market areas in which the Company operates is significant and affects the Company’s ability to acquire or expand properties, occupancy levels, rental rates, and operating expenses of certain properties.  Management has built relationships with merchant builders which have historically provided the Company with investment opportunities which fit the Company’s investment policy.


The Company continues to invest in both debt and equity securities of other REITs.  The Company from time to time may purchase these securities on margin when the interest and dividend yields exceed the cost of the funds. This securities portfolio, to the extent not pledged to secure borrowings, provides the Company with liquidity and additional income.  Such securities are subject to risk arising from adverse changes in market rates and prices, primarily interest rate risk relating to debt securities and equity price risk relating to equity securities.  From time to time, the Company may use derivative instruments to mitigate interest rate risk.  At September 30, 2009 and 2008, the Company had $27,824,665 and $21,005,663, respectively, of securities available for sale.  The unrealized net gain (loss) on securities available for sale at September 30, 2009 and 2008 was $3,796,831 and ($6,139,451), respectively.


Investment and Other Policies


The Company’s investment policy is to concentrate its investments in the area of long-term net-leased industrial properties to investment grade tenants.  The Company’s strategy is to obtain a favorable yield spread between the yield from the net-leased industrial properties and mortgage interest costs.  In addition, management believes that investments in well-located industrial properties provide a potential for long-term capital appreciation.  There is the risk that, upon expiration of current leases, the properties will become vacant or re-leased at lower rents.  The results obtained by the Company by re-leasing the properties will depend on the market for industrial properties at that time.


The Company seeks to invest in well-located, modern buildings leased to investment grade tenants on long-term leases.  In management’s opinion, newly built facilities leased to FDX or FDX subsidiaries meet these criteria. The Company has a concentration of properties leased to FDX and FDX subsidiaries.  This is a risk factor that shareholders should consider.  FDX is a publicly-owned corporation and information on its financial and business operations is readily available to the Company’s shareholders.  


The Company had operated as part of a group of three public companies (all REITs) which included UMH Properties, Inc. (UMH) and Monmouth Capital (the affiliated companies).  Monmouth Capital was merged into the Company on July 31, 2007.  The Company continues to operate in conjunction with UMH.  UMH has focused its investing in manufactured home communities.  General and administrative expenses are allocated between the Company and UMH based on use or services provided, pursuant to a cost sharing arrangement between the affiliated companies.  The Company currently has nine employees.  Allocations of salaries and benefits are made between the affiliated companies based on the amount of the employees’ time dedicated to each affiliated company.  



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The Company may issue securities for property; however, this has not occurred to date. The Company may repurchase or reacquire its shares from time to time if, in the opinion of the Board of Directors, such acquisition is advantageous to the Company.


Property Management


All of the wholly-owned properties and the shopping center are managed by Cronheim Management Services, Inc. (CMS), a division of David Cronheim Company, a related party as discussed in Note No. 13 to the Consolidated Financial Statements.  During fiscal 2009, 2008 and 2007, the Company was subject to management contracts with CMS. For each of the calendar years 2009, 2008, and 2007 the management fee was fixed at $380,000.  CMS provides sub-agents as regional managers for the Company’s properties and compensates them out of this management fee.   CMS also received $20,352, $3,219 and $33,273 in lease commissions in 2009, 2008 and 2007, respectively.  CMS received $42,558 for a real estate commission on the sale of the South Brunswick, New Jersey property in 2007.  The David Cronheim Mortgage Corporation, an affiliated company, received $-0-, $-0- and $47,250 in mortgage brokerage commissions in 2009, 2008 and 2007, respectively.    


The industrial property in Carlstadt, New Jersey is owned by Palmer Terrace Realty Associates, LLC.  This property is managed by Marcus Associates, an entity affiliated with the 49% minority partner.   Management fees paid to Marcus Associates for 2009, 2008 and 2007 (from the time of the merger) totaled $14,399, $12,993 and $2,166, respectively.  The industrial properties in Wheeling, Illinois and El Paso, Texas, are owned by Wheeling Partners, LLC and Jones EPI, LLC, respectively.  These properties are managed by Jones Development Company, an entity affiliated with the 37% and 35% minority partners, respectively.  Management fees paid to Jones Development Company for 2009, 2008 and 2007 (from the time of the merger) were $20,531, $20,327 and $3,477, respectively.


Additional information about the Company can be found on the Company’s website which is located at www.mreic.com.    The Company makes available, free of charge, on or through its website, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commisson (SEC).  You can also read and copy any materials the Company files with the SEC at its Public Reference Room at 100 F Street, NE, Washington, DC 20549 (1-800-SEC-0330).  The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.


Environmental Matters


Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under such property as well as certain other potential costs relating to hazardous or toxic substances. These liabilities may include government fines and penalties and damages for injuries to persons and adjacent property.  Such laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence or disposal of such substances. Although generally our tenants are primarily responsible for any environmental damage and claims related to the leased premises, in the event of the bankruptcy or inability of a tenant of such premises to satisfy any obligations with respect to such environmental liability, the Company may be required to satisfy such obligations.  In addition, as the owner of such properties, the Company may be held directly liable for any such damages or claims irrespective of the provisions of any lease.


From time to time, in connection with the conduct of the business or upon acquisition of a property, the Company authorizes the preparation of Phase I and, when necessary, Phase II environmental reports with respect to its properties.  Based upon such environmental reports and the Company’s ongoing review of its properties, as of the date of this Annual Report, the Company is not aware of any environmental condition with respect to any of its properties which it believes would be reasonably likely to have a material adverse effect on its financial condition and/or results of operations.  There can be no assurance, however, that (1) the discovery of environmental conditions, the existence or severity of which were previously unknown; (2) changes in law; (3) the conduct of



5



tenants; or (4) activities relating to properties in the vicinity of our properties, will not expose the Company to material liability in the future.



ITEM 1A – RISK FACTORS


Real Estate Industry Risks


Our business and financial results are affected by local real estate conditions in areas where we own properties.   We may be affected adversely by general economic conditions and local real estate conditions. For example, an oversupply of industrial properties in a local area or a decline in the attractiveness of our properties to tenants and potential tenants would have a negative effect on us.

Other factors that may affect general economic conditions or local real estate conditions include:

·

population and demographic trends;

·

employment and personal income trends;

·

zoning, use and other regulatory restrictions;

·

income tax laws;

·

changes in interest rates and availability and costs of financing;

·

competition from other available real estate;

·

our ability to provide adequate maintenance and insurance; and

·

increased operating costs, including insurance premiums, utilities and real estate taxes, which may not be offset by increased rents.

We may be unable to compete with our larger competitors and other alternatives available to tenants or potential tenants of our properties.  The real estate business is highly competitive. We compete for properties with other real estate investors and purchasers, including other real estate investment trusts, limited partnerships, syndications and private investors, many of whom have greater financial resources, revenues and geographical diversity than we have. Furthermore, we compete for tenants with other property owners. All of our industrial properties are subject to significant local competition. We also compete with a wide variety of institutions and other investors for capital funds necessary to support our investment activities and asset growth.  To the extent that we are unable to effectively compete in the marketplace, our business may be adversely affected.

We are subject to significant regulation that inhibits our activities and may increase our costs.  Local zoning and use laws, environmental statutes and other governmental requirements may restrict expansion, rehabilitation and reconstruction activities. These regulations may prevent us from taking advantage of economic opportunities. Legislation such as the Americans with Disabilities Act may require us to modify our properties at a substantial cost and noncompliance could result in the imposition of fines or an award of damages to private litigants. Future legislation may impose additional requirements. We cannot predict what requirements may be enacted or amended or what costs we will incur to comply with such requirements.

Our investments are concentrated in the industrial distribution sector and our business would be adversely affected by an economic downturn in that sector.  Our investments in real estate assets are primarily concentrated in the industrial distribution sector. This concentration may expose us to the risk of economic downturns in this sector to a greater extent than if our business activities included a more significant portion of other sectors of the real estate industry.



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Risks Associated with Our Properties


We may be unable to renew leases or relet space as leases expire.  While we seek to invest in well-located, modern buildings leased to investment grade tenants on long-term leases, a number of our properties are subject to short-term leases. When a lease expires, a tenant may elect not to renew it. We may not be able to relet the property on similar terms, if we are able to relet the property at all. The terms of renewal or re-lease (including the cost of required renovations and/or concessions to tenants) may be less favorable to us than the prior lease. If we are unable to relet all or a substantial portion of our properties, or if the rental rates upon such reletting are significantly lower than expected rates, our cash generated before debt repayments and capital expenditures and our ability to make expected distributions, may be adversely affected. We have established an annual budget for renovation and reletting expenses that we believe is reasonable in light of each property’s operating history and local market characteristics. This budget, however, may not be sufficient to cover these expenses.

Our business is substantially dependent on Federal Express Corporation.  FDX is our largest tenant. As of September 30, 2009, FDX leased approximately 47% of the total square footage that we own.  Annualized rental income and occupancy charges from FDX and its subsidiaries are estimated at approximately 59% of total rental and reimbursement revenue for fiscal 2009.  If FDX were to terminate its leases with us or become unable to make lease payments because of a downturn in its business or otherwise, our financial condition and ability to make expected distributions would be materially and adversely affected.


We are subject to risks involved in single tenant leases .   We focus our acquisition activities on real properties that are net leased to single tenants. Therefore, the financial failure of, or other default by, a single tenant under its lease is likely to cause a significant reduction in the operating cash flow generated by the property leased to that tenant and might decrease the value of that property. In addition, we will be responsible for 100% of the operating costs following a vacancy at a single tenant building.

We may be affected negatively by tenant financial difficulties and leasing delays.  At any time, a tenant may experience a downturn in its business that may weaken its financial condition. Similarly, a general decline in the economy may result in a decline in the demand for space at our industrial properties. As a result, our tenants may delay lease commencement, fail to make rental payments when due, or declare bankruptcy. Any such event could result in the termination of that tenant’s lease and losses to us, resulting in a decrease of distributions to investors. We receive a substantial portion of our income as rents under long-term leases. If tenants are unable to comply with the terms of their leases because of rising costs or falling revenues, we, in our sole discretion, may deem it advisable to modify lease terms to allow tenants to pay a lower rental rate or a smaller share of operating costs, taxes and insurance. If a tenant becomes insolvent or bankrupt, we cannot be sure that we could recover the premises from the tenant promptly or from a trustee or debtor-in-possession in any bankruptcy proceeding relating to the tenant. We also cannot be sure that we would receive rent in the proceeding sufficient to cover our expenses with respect to the premises. If a tenant becomes bankrupt, the federal bankruptcy code will apply and, in some instances, may restrict the amount and recoverability of our claims against the tenant. A tenant’s default on its obligations to us for any reason could adversely affect our financial condition and the cash we have available for distribution.

We may be unable to sell properties when appropriate because real estate investments are illiquid.  Real estate investments generally cannot be sold quickly and, therefore, will tend to limit our ability to vary our property portfolio promptly in response to changes in economic or other conditions. In addition, the Code limits our ability to sell our properties. The inability to respond promptly to changes in the performance of our property portfolio could adversely affect our financial condition and ability to service debt and make distributions to our stockholders.

Environmental liabilities could affect our profitability.  We face possible environmental liabilities. Environmental laws today can impose liability on a previous owner or operator of a property that owned or operated the property at a time when hazardous or toxic substances were disposed on, or released from, the property. A conveyance of the property, therefore, does not relieve the owner or operator from liability. As a current or former owner and operator of real estate, we may be required by law to investigate and clean up hazardous substances released at or from the properties we currently own or operate or have in the past owned or operated. We may also



7



be liable to the government or to third parties for property damage, investigation costs and cleanup costs. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and costs the government incurs in connection with the contamination. Contamination may adversely affect our ability to sell or lease real estate or to borrow using the real estate as collateral. We are not aware of any environmental liabilities relating to our investment properties which would have a material adverse effect on our business, assets, or results of operations. However, we cannot assure you that environmental liabilities will not arise in the future and that such liabilities will not have a material adverse effect on our business, assets or results of operation.

Actions by our competitors may decrease or prevent increases in the occupancy and rental rates of our properties.  We compete with other owners and operators of real estate, some of which own properties similar to ours in the same submarkets in which our properties are located. If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants when our tenants’ leases expire. As a result, our financial condition, cash flow, cash available for distribution, market price of our preferred and common stock and ability to satisfy our debt service obligations could be materially adversely affected.

Coverage under our existing insurance policies may be inadequate to cover losses.  We generally maintain insurance policies related to our business, including casualty, general liability and other policies, covering our business operations, employees and assets. However, we would be required to bear all losses that are not adequately covered by insurance. In addition, there are certain losses that are not generally insured because it is not economically feasible to insure against them, including losses due to riots or acts of war. If an uninsured loss or a loss in excess of insured limits were to occur with respect to one or more of our properties, then we could lose the capital we invested in the properties, as well as the anticipated future revenue from the properties and, in the case of debt, which is with recourse to us, we would remain obligated for any mortgage debt or other financial obligations related to the properties. Although we believe that our insurance programs are adequate, we cannot assure you that we will not incur losses in excess of our insurance coverage, or that we will be able to obtain insurance in the future at acceptable levels and reasonable costs.

We may be unable to acquire properties on advantageous terms or acquisitions may not perform as we expect.  We have acquired individual properties and portfolios of properties, and intend to continue to do so. Our acquisition activities and their success are subject to the following risks:

·

when we are able to locate a desired property, competition from other real estate investors may significantly increase the purchase price;

·

acquired properties may fail to perform as expected;

·

the actual costs of repositioning or redeveloping acquired properties may be higher than our estimates;

·

acquired properties may be located in new markets where we face risks associated with an incomplete knowledge or understanding of the local market, a limited number of established business relationships in the area and a relative unfamiliarity with local governmental and permitting procedures;

·

we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisition of portfolios of properties, into our existing operations, and as a result, our results of operations and financial condition could be adversely affected; and

·

we may acquire properties subject to liabilities and without any recourse, or with only limited recourse. As a result, if a claim were asserted against us based upon ownership of those properties, we might have to pay substantial sums to resolve it, which could adversely affect our cash flow and financial condition.



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Financing Risks


We face inherent risks associated with our debt incurrence.  We finance a portion of our investments in properties and marketable securities through the incurrence of debt. We are subject to the risks normally associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest.  In addition, debt creates other risks, including:

·

rising interest rates on our variable rate debt;

·

failure to repay or refinance existing debt as it matures, which may result in forced disposition of assets on disadvantageous terms;

·

refinancing terms less favorable than the terms of existing debt; and

·

failure to meet required payments of principal and/or interest.

We mortgage our properties, which subjects us to the risk of foreclosure in the event of non-payment.  We mortgage many of our properties to secure payment of indebtedness and if we are unable to meet mortgage payments, then the property could be foreclosed upon or transferred to the mortgagee with a consequent loss of income and asset value. A foreclosure of one or more of our properties could adversely affect our financial condition, results of operations, cash flow, ability to service debt and make distributions and the market price of our preferred and common stock.

We face risks related to “balloon payments” and refinancings.  Certain of our mortgages will have significant outstanding principal balances on their maturity dates, commonly known as “balloon payments.” There can be no assurance that we will be able to refinance the debt on favorable terms or at all.  To the extent we cannot refinance debt on favorable terms or at all, we may be forced to dispose of properties on disadvantageous terms or pay higher interest rates, either of which would have an adverse impact on our financial performance and ability to service debt and make distributions.

We face risks associated with our dependence on external sources of capital.  In order to qualify as a REIT, we are required each year to distribute to our stockholders at least 90% of our REIT taxable income, and we are subject to tax on our income to the extent it is not distributed. Because of this distribution requirement, we may not be able to fund all future capital needs from cash retained from operations. As a result, to fund capital needs, we rely on third-party sources of capital, which we may not be able to obtain on favorable terms, if at all. Our access to third-party sources of capital depends upon a number of factors, including (i) general market conditions; (ii) the market’s perception of our growth potential; (iii) our current and potential future earnings and cash distributions; and (iv) the market price of our capital stock. Additional debt financing may substantially increase our debt-to-total capitalization ratio. Additional equity issuance may dilute the holdings of our current stockholders.

We may become more highly leveraged, resulting in increased risk of default on our obligations and an increase in debt service requirements which could adversely affect our financial condition and results of operations and our ability to pay distributions .   We have incurred, and may continue to incur, indebtedness in furtherance of our activities .  Our governing documents do not limit the amount of indebtedness we may incur. Accordingly, our board of directors may vote to incur additional debt and would do so, for example, if it were necessary to maintain our status as a REIT. We could therefore become more highly leveraged, resulting in an increased risk of default on our obligations and in an increase in debt service requirements which could adversely affect our financial condition and results of operations and our ability to pay distributions to stockholders.

Covenants in our credit agreements could limit our flexibility and adversely affect our financial condition.  The terms of our various credit agreements and other indebtedness require us to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we had



9



satisfied our payment obligations. If we were to default under credit agreements, our financial condition would be adversely affected.

Other Risks


Current economic conditions, including recent volatility in the capital and credit markets, could harm our business, results of operations and financial condition.  The United States is in the midst of an economic recession with the capital and credit markets experiencing extreme volatility and disruption. The current economic environment has been affected by dramatic declines in the stock and housing markets, increases in foreclosures, unemployment and living costs as well as limited access to credit. This deteriorating economic situation has impacted and is expected to continue to impact consumer spending levels. A sustained economic downward trend could impact our tenants’ ability to meet their lease obligations due to poor operating results, lack of liquidity, bankruptcy or other reasons. Our ability to lease space and negotiate rents at advantageous rates could also be affected in this type of economic environment. Additionally, if current levels of market volatility continue to worsen, access to capital and credit markets could be disrupted over a more extended period, which may make it difficult to obtain the financing we may need for future growth and/or to meet our debt service obligations as they mature. Any of these events could harm our business, results of operations and financial condition.

We may not be able to access adequate cash to fund our business.  Our business requires access to adequate cash to finance our operations, distributions, capital expenditures, debt service obligations, development and redevelopment costs and property acquisition costs, if any. We expect to generate the cash to be used for these purposes primarily with operating cash flow, borrowings under secured term loans, proceeds from sales of strategically identified assets and, when market conditions permit, through the issuance of debt and equity securities from time to time. We may not be able to generate sufficient cash to fund our business, particularly if we are unable to renew leases, lease vacant space or re-lease space as leases expire according to expectations.


Moreover, difficult conditions in the financial markets, and the economy generally, have caused many lenders to suffer substantial losses, thereby causing many financial institutions to seek additional capital, to merge with other institutions and, in some cases, to fail. As a result, the real estate debt markets are experiencing a period of uncertainty, which may reduce our access to funding alternatives, or our ability to refinance debt on favorable terms, or at all. In addition, market conditions, such as the current global economic environment, may also hinder our ability to sell strategically identified assets and access the debt and equity capital markets. If these conditions persist, we may need to find alternative ways to access cash to fund our business, including distributions to shareholders.  Such alternatives may include, without limitation, curtailing development or redevelopment activity, disposing of one or more of our properties possibly on disadvantageous terms or entering into or renewing leases on less favorable terms than we otherwise would, all of which could adversely affect our profitability. If we are unable to generate, borrow or raise adequate cash to fund our business through traditional or alternative means, our business, operations, financial condition and distribution to shareholders will be adversely affected.


We are dependent on key personnel.   Our executive and other senior officers have a significant role in our success. Our ability to retain our management group or to attract suitable replacements should any members of the management group leave is dependent on the competitive nature of the employment market. The loss of services from key members of the management group or a limitation in their availability could adversely affect our financial condition and cash flow. Further, such a loss could be negatively perceived in the capital markets.


We may amend our business policies without your approval.  Our board of directors determines our growth, investment, financing, capitalization, borrowing, REIT status, operations and distributions policies. Although our board of directors has no present intention to amend or reverse any of these policies, they may be amended or revised without notice to stockholders. Accordingly, stockholders may not have control over changes in our policies. We cannot assure you that changes in our policies will serve fully the interests of all stockholders.

The market value of our preferred and common stock could decrease based on our performance and market perception and conditions.   The market value of our preferred and common stock may be based primarily upon the market’s perception of our growth potential and current and future cash dividends, and may be secondarily based upon the real estate market value of our underlying assets. The market price of our preferred and common



10



stock is influenced by their respective distributions relative to market interest rates. Rising interest rates may lead potential buyers of our stock to expect a higher distribution rate, which would adversely affect the market price of our stock. In addition, rising interest rates would result in increased expense, thereby adversely affecting cash flow and our ability to service our indebtedness and pay distributions.

There are restrictions on the transfer of our capital stock. To maintain our qualification as a REIT under the Code, no more than 50% in value of our outstanding capital stock may be owned, actually or by attribution, by five or fewer individuals, as defined in the Code to also include certain entities, during the last half of a taxable year. Accordingly, our charter and bylaws contain provisions restricting the transfer of our capital stock.

Our earnings are dependent, in part, upon the performance of our investment portfolio.  As permitted by the Code, we invest in and own securities of other real estate investment trusts. To the extent that the value of those investments declines or those investments do not provide an attractive return, our earnings and cash flow could be adversely affected.

We are subject to restrictions that may impede our ability to effect a change in control. Certain provisions contained in our charter and bylaws and certain provisions of Maryland law may have the effect of discouraging a third party from making an acquisition proposal for us and thereby inhibit a change in control. These provisions include the following:

·

Our charter provides for three classes of directors with the term of office of one class expiring each year, commonly referred to as a "staggered board." By preventing common stockholders from voting on the election of more than one class of directors at any annual meeting of stockholders, this provision may have the effect of keeping the current members of our board of directors in control for a longer period of time than stockholders may desire.

·

Our charter generally limits any holder from acquiring more than 9.8% (in value or in number, whichever is more restrictive) of our outstanding equity stock (defined as all of our classes of capital stock, except our excess stock). While this provision is intended to assure our ability to remain a qualified REIT for Federal income tax purposes, the ownership limit may also limit the opportunity for stockholders to receive a premium for their shares of common stock that might otherwise exist if an investor was attempting to assemble a block of shares in excess of 9.8% of the outstanding shares of equity stock or otherwise effect a change in control.

·

The request of the holders of a majority or more of our common stock is necessary for stockholders to call a special meeting. We also require advance notice by common stockholders for the nomination of directors or proposals of business to be considered at a meeting of stockholders.


Our Board of Directors may authorize and issue securities without stockholder approval. Under our Charter, the board has the power to classify and reclassify any of our unissued shares of capital stock into shares of capital stock with such preferences, rights, powers and restrictions as the board of directors may determine. The authorization and issuance of a new class of capital stock could have the effect of delaying or preventing someone from taking control of us, even if a change in control were in our stockholders’ best interests.

Maryland business statutes may limit the ability of a third party to acquire control of us.  Maryland law provides protection for Maryland corporations against unsolicited takeovers by limiting, among other things, the duties of the directors in unsolicited takeover situations. The duties of directors of Maryland corporations do not require them to (a) accept, recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or modify or render inapplicable, any stockholders rights plan, (c) make a determination under the Maryland Business Combination Act or the Maryland Control Share Acquisition Act, or (d) act or fail to act solely because of the effect of the act or failure to act may have on an acquisition or potential acquisition of control of the corporation or the amount or type of consideration that may be offered or paid to the stockholders in an acquisition. Moreover, under Maryland law the act of a director of a Maryland corporation relating to or affecting an acquisition or potential acquisition of control is not subject to any higher duty or greater scrutiny than is applied to any other act of a director. Maryland law also contains a



11



statutory presumption that an act of a director of a Maryland corporation satisfies the applicable standards of conduct for directors under Maryland law.

The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in business combinations, including mergers, dispositions of 10 percent or more of its assets, certain issuances of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10 percent or more of the voting power of the outstanding stock of the Maryland corporation. In our charter, we have expressly elected that the Maryland Business Combination Act not govern or apply to any transaction with UMH, a Maryland corporation.

We cannot assure you that we will be able to pay distributions regularly.  Our ability to pay distributions in the future is dependent on our ability to operate profitably and to generate cash from our operations and the operations of our subsidiaries. We cannot guarantee that we will be able to pay distributions on a regular quarterly basis in the future.

If our leases are not respected as true leases for federal income tax purposes, we would fail to qualify as a REIT.  To qualify as a REIT, we must, among other things, satisfy two gross income tests, under which specified percentages of our gross income must be passive income, such as rent. For the rent paid pursuant to our leases, to qualify for purposes of the gross income tests, the leases must be respected as true leases for federal income tax purposes and not be treated as service contracts, joint ventures or some other type of arrangement. We believe that our leases will be respected as true leases for federal income tax purposes. However, there can be no assurance that the Internal Revenue Service (“IRS”) will agree with this view. If the leases are not respected as true leases for federal income tax purposes, we would not be able to satisfy either of the two gross income tests applicable to REITs, and we could lose our REIT status.

Failure to make required distributions would subject us to additional tax.  In order to qualify as a REIT, we must, among other requirements, distribute, each year, to our stockholders at least 90 percent of our taxable income, excluding net capital gains. To the extent that we satisfy the 90 percent distribution requirement, but distribute less than 100 percent of our taxable income, we will be subject to federal corporate income tax on our undistributed income. In addition, we will incur a 4 percent nondeductible excise tax on the amount, if any, by which our distributions (or deemed distributions) in any year are less than the sum of:

·        85 percent of our ordinary income for that year;

·        95 percent of our capital gain net earnings for that year; and

·       100 percent of our undistributed taxable income from prior years.


To the extent we pay out in excess of 100 percent of our taxable income for any tax year, we may be able to carry forward such excess to subsequent years to reduce our required distributions in such years. We intend to pay out our income to our stockholders in a manner intended to satisfy the distribution requirement. Differences in timing between the recognition of income and the related cash receipts or the effect of required debt amortization payments could require us to borrow money or sell assets to pay out enough of our taxable income to satisfy the distribution requirement and to avoid corporate income tax.

We may not have sufficient cash available from operations to pay distributions, and, therefore, distributions may be made from borrowings.  The actual amount and timing of distributions will be determined by our board of directors in its discretion and typically will depend on the amount of cash available for distribution, which will depend on items such as current and projected cash requirements and tax considerations. As a result, we may not have sufficient cash available from operations to pay distributions as required to maintain our status as a REIT. Therefore, we may need to borrow funds to make sufficient cash distributions in order to maintain our status as a REIT, which may cause us to incur additional interest expense as a result of an increase in borrowed funds for the purpose of paying distributions.



12



We may be required to pay a penalty tax upon the sale of a property.  The federal income tax provisions applicable to REITs provide that any gain realized by a REIT on the sale of property held as inventory or other property held primarily for sale to customers in the ordinary course of business is treated as income from a “prohibited transaction” that is subject to a 100 percent penalty tax. Under current law, unless a sale of real property qualifies for a safe harbor, the question of whether the sale of real estate or other property constitutes the sale of property held primarily for sale to customers is generally a question of the facts and circumstances regarding a particular transaction. We intend that we and our subsidiaries will hold the interests in the real estate for investment with a view to long-term appreciation, engage in the business of acquiring and owning real estate, and make occasional sales as are consistent with our investment objectives. We do not intend to engage in prohibited transactions. We cannot assure you, however, that we will only make sales that satisfy the requirements of the safe harbors or that the IRS will not successfully assert that one or more of such sales are prohibited transactions.

We may fail to qualify as a REIT.  If we fail to qualify as a REIT, we will not be allowed to deduct distributions to stockholders in computing our taxable income and will be subject to Federal income tax, including any applicable alternative minimum tax, at regular corporate rates. In addition, we might be barred from qualification as a REIT for the four years following disqualification. The additional tax incurred at regular corporate rates would reduce significantly the cash flow available for distribution to stockholders and for debt service.

Furthermore, we would no longer be required to make any distributions to our stockholders as a condition to REIT qualification. Any distributions to stockholders would be taxable as ordinary income to the extent of our current and accumulated earnings and profits, although such dividend distributions would be subject to a top federal tax rate of 15% through 2010. Corporate distributees, however, may be eligible for the dividends received deduction on the distributions, subject to limitations under the Code.

To qualify as a REIT, we must comply with certain highly technical and complex requirements.  We cannot be certain we have complied, and will always be able to comply, with the requirements to qualify as a REIT because there are few judicial and administrative interpretations of these provisions.  In addition, facts and circumstances that may be beyond our control may affect our ability to continue to qualify as a REIT. We cannot assure you that new legislation, regulations, administrative interpretations or court decisions will not change the tax laws significantly with respect to our qualification as a REIT or with respect to the Federal income tax consequences of qualification. We believe that we have qualified as a REIT since our inception and intend to continue to qualify as a REIT. However, we cannot assure you that we are qualified or will remain qualified.

There is a risk of changes in the tax law applicable to real estate investment trusts.  Because the Internal Revenue Service, the United States Treasury Department and Congress frequently review federal income tax legislation, we cannot predict whether, when or to what extent new federal tax laws, regulations, interpretations or rulings will be adopted. Any of such legislative action may prospectively or retroactively modify our tax treatment and, therefore, may adversely affect taxation of us and/or our investors.

We may be unable to comply with the strict income distribution requirements applicable to REITs.  To maintain qualification as a REIT under the Code, a REIT must annually distribute to its stockholders at least 90% of its REIT taxable income, excluding the dividends paid deduction and net capital gains. This requirement limits our ability to accumulate capital. We may not have sufficient cash or other liquid assets to meet the distribution requirements. Difficulties in meeting the distribution requirements might arise due to competing demands for our funds or to timing differences between tax reporting and cash receipts and disbursements, because income may have to be reported before cash is received, because expenses may have to be paid before a deduction is allowed, because deductions may be disallowed or limited or because the Internal Revenue Service may make a determination that adjusts reported income. In those situations, we might be required to borrow funds or sell properties on adverse terms in order to meet the distribution requirements and interest and penalties could apply which could adversely affect our financial condition. If we fail to make a required distribution, we would cease to be taxed as a REIT.

Notwithstanding our status as a REIT, we are subject to various federal, state and local taxes on our income and property.  For example, we will be taxed at regular corporate rates on any undistributed taxable income, including undistributed net capital gains, provided; however, that properly designated undistributed capital gains will effectively avoid taxation at the stockholder level. We may be subject to other Federal income taxes and may also



13



have to pay some state income or franchise taxes because not all states treat REITs in the same manner as they are treated for Federal income tax purposes.

Future terrorist attacks and military conflicts could have a material adverse effect on general economic conditions, consumer confidence and market liquidity.   Among other things, it is possible that interest rates may be affected by these events. An increase in interest rates may increase our costs of borrowing, leading to a reduction in our earnings. Terrorist acts could also result in significant damages to, or loss of, our properties.


We and our tenants may be unable to obtain adequate insurance coverage on acceptable economic terms for losses resulting from acts of terrorism. Our lenders may require that we carry terrorism insurance even if we do not believe this insurance is necessary or cost effective. We may also be prohibited under the applicable lease from passing all or a portion of the cost of such insurance through to the tenant. Should an act of terrorism result in an uninsured loss or a loss in excess of insured limits, we could lose capital invested in a property, as well as the anticipated future revenues from a property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any loss of these types would adversely affect our financial condition.


We are subject to risks arising from litigation.   We may become involved in litigation. Litigation can be costly, and the results of litigation are often difficult to predict. We may not have adequate insurance coverage or contractual protection to cover costs and liability in the event we are sued, and to the extent we resort to litigation to enforce our rights, we may incur significant costs and ultimately be unsuccessful or unable to recover amounts we believe are owed to us.  We may have little or no control of the timing of litigation, which presents challenges to our strategic planning.


ITEM 1B – UNRESOLVED STAFF COMMENTS


None.



14



ITEM 2 - PROPERTIES


The Company operates as a REIT.  Our portfolio is primarily comprised of real estate holdings, some of which have been long-term holdings carried on our financial statements at depreciated cost.  It is believed that their current market values exceed both the original cost and the depreciated cost.  


The following table sets forth certain information concerning the Company’s real estate investments as of September 30, 2009:

     

 Mortgage

  

Fiscal Year

 

Square

 Balance

State

City

Acquisition

Type

Footage

9/30/09

      

AL

Huntsville

2005

Industrial

           56,698

$1,951,909

AZ

Tolleson

2003

Industrial

         288,211

7,346,306

CO

Colorado Springs

2006

Industrial

68,370

2,952,379

CO

Denver

2005

Industrial

69,865

2,775,573

CT

Newington

2001

Industrial

           54,812

1,436,403

FL

Cocoa

2008

Industrial

89,101

6,802,343

FL

Ft. Myers

2003

Industrial

           90,020

2,519,038

FL

Jacksonville

1999

Industrial

           95,883

3,237,882

FL

Lakeland

2007

Industrial

31,096

1,375,000

FL

Orlando

2008

Industrial

110,638

5,654,785

FL

Punta Gorda

2007

Industrial

34,624

2,688,550

FL

Tampa (FDX Gr)

2004

Industrial

         170,779

10,601,634

FL

Tampa (FDX)

2006

Industrial

           95,662

5,267,537

FL

Tampa (Kellogg)

2007

Industrial

68,385

3,446,141

GA

Augusta (FDX Gr)

2005

Industrial

59,358

1,968,973

GA

Augusta (FDX)

2007

Industrial

30,332

1,125,000

GA

Griffin

2006

Industrial

217,970

9,180,801

IA

Urbandale

1994

Industrial

           36,150

                   -0-

IL

Burr Ridge

1997

Industrial

           12,477

364,669

IL

Elgin

2002

Industrial

           89,052

3,189,996

IL

Granite City

2001

Industrial

         184,800

5,728,193

IL

Montgomery

2007

Industrial

171,200

5,679,434

IL

Schaumburg

1997

Industrial

           73,500

1,010,120

IL

Wheeling (1)

2007

Industrial

123,000

5,918,380

KS

Edwardsville

2003

Industrial

         179,280

3,218,362

KS

Topeka

2009

Industrial

40,000

2,687,573

MD

Beltsville

2001

Industrial

149,384

9,427,546

MI

Orion

2007

Industrial

193,371

11,569,142

MI

Romulus

1998

Industrial

           72,000

1,018,037

MN

White Bear Lake

2007

Industrial

59,425

2,101,132

MO

O' Fallon

1994

Industrial

         102,135

-0-

MO

Kansas City

2007

Industrial

65,067

3,065,399

MO

Liberty

1998

Industrial

           98,200

1,604,858

MO

St. Joseph

2001

Industrial

         388,671

5,099,410

MS

Ridgeland (Jackson)

1993

Industrial

           26,340

-0-

MS

Richland

1994

Industrial

           36,000

                   -0-

NC

Fayetteville

1997

Industrial

         148,000

3,550,000

NC

Greensboro

1993

Industrial

           40,560

                    -0-



15




     

 Mortgage

  

Fiscal Year

 

Square

 Balance

State

City

Acquisition

Type

Footage

9/30/2009


NC

Monroe

2001

Industrial

         160,000

2,485,993

NC

Winston-Salem

2002

Industrial

         106,507

3,691,183

NE

Omaha

1999

Industrial

           88,140

1,631,749

NJ

Carlstadt (2)

2007

Industrial

59,400

2,640,499

NJ

Somerset (3)

1970

Shopping Center

           42,773

                    -0-

NY

Cheektowaga

2007

Industrial

104,981

2,032,149

NY

Orangeburg

1993

Industrial

           50,400

                   -0-

OH

Bedford Heights

2007

Industrial

84,600

3,719,356

OH

Richfield

2006

Industrial

         79,485

5,100,898

OH

West Chester Twp

2000

Industrial

         103,818

3,407,017

PA

Monaca

1997

Industrial

         291,474

                    -0-

PA

Quakertown

2007

Industrial

37,660

2,437,500

SC

Hanahan (Norton)

2005

Industrial

         306,000

7,484,644

SC

Hanahan (FDX Gr)

2005

Industrial

91,776

2,706,852

TN

Chattanooga

2007

Industrial

67,775

2,869,203

TN

Shelby County

2007

Land

N/A

-0-

TX

El Paso (4)

2007

Industrial

91,854

5,358,302

VA

Charlottesville

1999

Industrial

           49,900

1,190,963

VA

Richmond (Carrier)

2007

Industrial

60,000

-0-

VA

Richmond (FDX)

2001

Industrial

112,870

2,949,802

VA

Roanoke

2007

Industrial

83,000

4,282,495

WI

Cudahy

2001

Industrial

         139,564

2,499,173

    

6,132,393

$192,050,283


(1)

The Company owns a 63.336% controlling equity interest.

(2)

The Company owns a 51% controlling equity interest.

(3)

The Company has an undivided 2/3 interest.  

(4)

The Company has a 65% controlling equity interest.




16



The following table sets forth certain information concerning the principal tenants for the Company’s properties shown above:

    

Lease

State

City

Tenant

Annual Rent

Expiration

     

AL

Huntsville

Fedex Ground Package System. Inc

$278,000

08/31/14

AZ

Tolleson

Western Container Corp

1,248,000

04/30/12

CO

Colorado Springs

Fedex Ground Package System. Inc

644,000

09/30/18

CO

Denver

Fedex Ground Package System. Inc

564,000

07/31/18

CT

Newington

Keebler Company

340,000

02/28/11

FL

Cocoa

Fedex Ground Package System. Inc

739,000

11/19/16

FL

Ft. Myers

Fedex Ground Package System. Inc

400,000

10/31/11

FL

Jacksonville

Federal Express Corporation

575,000

05/31/13

FL

Lakeland

Federal Express Corporation

165,000

11/30/12

FL

Orlando

Federal Express Corporation

646,000

11/30/17

FL

Punta Gorda

Federal Express Corporation

304,000

06/30/17

FL

Tampa

Fedex Ground Package System. Inc

1,412,000

01/31/19

FL

Tampa

Federal Express Corporation

572,000

09/30/17

FL

Tampa (1)

Kellogg Sales Company

444,000

12/31/09

GA

Augusta

Fedex Ground Package System. Inc

453,000

06/30/18

GA

Augusta

Federal Express Corporation

142,000

11/30/12

GA

Griffin

Caterpillar Logistics Services, Inc.

1,169,000

11/30/16

IA

Urbandale

Keystone Automotive

129,000

03/31/17

IL

Burr Ridge

Sherwin-Williams Company

161,000

10/31/14

IL

Elgin

Joseph T. Ryerson

614,000

01/31/12

IL

Granite City

Anheuser-Busch, Inc.

1,147,000

05/31/11

IL

Montgomery (8)

Home Depot USA, Inc.

898,000

06/30/10

IL

Schaumburg (2)

Federal Express Corporation

496,000

03/31/17

IL

Wheeling (3)

Fedex Ground Package System. Inc

1,386,000

05/31/17

KS

Edwardsville

Carlisle Tire & Wheel Company

675,000

05/31/12

KS

Topeka

Coca Cola Enterprises, Inc.

332,000

09/30/21

MD

Beltsville

Fedex Ground Package System. Inc

1,426,000

07/31/18

MI

Orion

Fedex Ground Package System. Inc

1,285,000

06/30/17

MI

Romulus

Federal Express Corporation

450,000

05/31/11

MN

White Bear Lake

Federal Express Corporation

433,000

04/01/11

MO

O' Fallon

Pittsburgh Glass Works

449,000

06/30/12

MO

Kansas City

Kellogg Sales Company

368,000

07/31/12

MO

Liberty

Vacant

-0-

N/A

MO

St. Joseph (4)

Mead Corporation

1,204,000

11/30/15

MS

Jackson (5)

Graybar Electric Company

109,000

07/31/19

MS

Richland

Federal Express Corporation

140,000

03/31/14

NC

Fayetteville

Maidenform, Inc.

396,000

12/31/12

NC

Greensboro

Vacant

-0-

N/A



17




    

Lease

State

City

Tenant

Annual Rent

Expiration

     

NC

Monroe

HD Supply, Inc.

594,000

10/31/11

NC

Winston-Salem

Fedex Ground Package System. Inc

637,000

12/31/11

NE

Omaha

Federal Express Corporation

535,000

10/31/13

NJ

Carlstadt (3)

Macy’s East, Inc.

451,000

03/31/14

NJ

Somerset (6)

Various

463,000

Various

NY

Cheektowaga

Fedex Ground Package System. Inc

962,000

08/31/19

NY

Orangeburg

Keebler Company

353,000

02/28/11

OH

Bedford Heights

Federal Express Corporation

456,000

08/31/13

OH

Richfield

Fedex Ground Package System. Inc

645,000

10/31/16

OH

West Chester Twp

RPS Ground (FDX)

499,000

08/31/13

PA

Monaca

Various

457,000

Various

PA

Quakertown

MagiKitch’n

286,000

03/31/15

SC

Hanahan

Norton McNaughton of Squire, Inc.

1,301,000

04/29/15

SC

Hanahan

Fedex Ground Package System. Inc

675,000

07/31/18

TN

Chattanooga

Federal Express Corporation

370,000

10/27/12

TN

Shelby County

N/A- Land

-0-

N/A

TX

El Paso (3)

Fedex Ground Package System. Inc

668,000

09/30/15

VA

Charlottesville

Federal Express Corporation

368,000

08/31/10

VA

Richmond

Carrier Sales

396,000

05/31/11

VA

Richmond (7)

Federal Express Corporation

725,000

10/21/09

VA

Roanoke

DHL

606,000

12/07/16

WI

Cudahy

Fedex Ground Package System. Inc

901,000

06/30/17

     
   

$34,541,000

 


(1)

Extension has been executed through 12/31/11 at a new annual rent of $376,000.

(2)

Lease has an early termination option in 2012.

(3)

Estimated annual rent is the full rent per the lease.  The Company consolidates the results of these properties due to its controlling equity interest.

(4)

Subleased to Hallmark.

(5)

Lease has an early termination option in 2014.

(6)

The Company owns an undivided 2/3 interest. Estimated annual rent reflects the Company’s proportionate share of the total rent.

(7)

Extension has been executed through 10/21/14 at a new annual rent of $677,000.

(8)

Extension has been executed through 6/15/15 at a new annual average rent of $875,000.


The Company’s weighted-average lease expiration was 5.0 years as of September 30, 2009 and its average rent per occupied square foot as of September 30, 2009 and 2008 was $5.64 and $5.28, respectively.  As of September 30, 2009 and 2008, the Company’s occupancy was 96% and 98%, respectively.  All improved properties were 100% occupied at September 30, 2009 except for the following:



Property

Square

Footage


Occupancy

   

Monaca, PA

291,474

61%

Liberty, MO

98,200

-0-%

Greensboro, NC

40,560

-0-%




18




During 2009, the Company executed or extended the following leases:




Property

Former

Rent

PSF

Previous

Lease

Expiration

Renewal

Rent

PSF

New

Lease

Expiration

     

O’Fallon, MO

$4.40

6/30/09

$4.40

6/30/12(1)

Richmond, VA

6.43

10/21/09

6.00

10/21/14

Burr Ridge, IL

12.08

10/31/09

12.92

10/31/14

Orangeburg, NY

7.00

12/31/09

7.00

2/28/11

Tampa, FL (Kellogg)

6.49

12/31/09

5.50

12/31/11

Montgomery, IL

5.24

6/30/10

5.11

6/30/15

Cheektowaga, NY (2)

8.08

8/31/16

9.16

8/31/19

Griffin, GA (2)

5.07

11/30/16

5.36

11/30/16


(1)

Lease has early termination options in 2010 and 2011.

(2)

Building was expanded in 2009.



ITEM 3 – LEGAL PROCEEDINGS


None.


ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


No matters were submitted during the fourth quarter of 2009 to a vote of security holders through the solicitation of proxies or otherwise.  




19




PART II



ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED

    STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY

    SECURITIES


The shares of common stock of Monmouth Real Estate Investment Corporation are traded on the NASDAQ Global Select Market, under the symbol “MNRTA”.  The per share range of high and low market prices and distributions paid to common shareholders during each fiscal quarter of the last two fiscal years were as follows:


  Fiscal 2009

         Fiscal 2008

Market Price

        Market Price


Fiscal Qtr.

 

High

 

Low

 

Distrib.

 

Fiscal Qtr.

 

High

 

Low

 

Distrib.

               

First

 

$7.80

 

$5.05

 

$.15

 

First

 

$8.49

 

$7.80

 

$.15

Second

 

7.05

 

4.36

 

.15

 

Second

 

8.28

 

7.60

 

.15

Third

 

6.92

 

5.53

 

.15

 

Third

 

8.04

 

6.33

 

.15

Fourth

 

7.21

 

5.70

 

.15

 

Fourth

 

8.14

 

6.15

 

.15

      

        $  .60

       

        $  .60

               

On September 30, 2009, the closing price of our common stock was $6.96.


As of September 30, 2009, there were approximately 1,222 shareholders of record who held shares of common stock of the Company.


It is the Company’s intention to continue distributing quarterly dividends.  On October 6, 2009 the Company declared a dividend of $.15 per share to be paid on December 15, 2009 to shareholders of record on November 16, 2009.  Future dividend policy will depend on the Company’s earnings, capital requirements, financial condition, availability and cost of bank financing and other factors considered relevant by the board of directors.


On October 20, 2009, the Company issued 1,730,200 shares of common stock in a registered direct placement at a price of $6.50 per share.  The Company received net proceeds of approximately $10,500,000 and intends to use the net proceeds to acquire additional properties in the ordinary course of business and for general corporate purposes.


The Company has outstanding 1,322,500 shares of 7.625% Series A Cumulative Redeemable Preferred Stock, par value $.01 per share (Series A Preferred Stock).  The Series A Preferred Stock ranks, as to dividend rights and rights upon our liquidation, dissolution or winding up, senior to our common stock and equal to any equity securities that we may issue in the future, the terms of which specifically provide that such equity securities rank equal to the Series A Preferred Stock.  We are required to pay cumulative dividends on the Series A Preferred Stock in the amount of $1.90625 per share each year, which is equivalent to 7.625% of the $25.00 liquidation value per share.  On October 6, 2009, the board of directors declared a quarterly dividend of $0.4766 per share to be paid December 15, 2009 to shareholders of record as of November 16, 2009.


Issuer Purchases of Equity Securities


On March 3, 2009, the board of directors approved a Share Repurchase Program (the repurchase program) that authorizes the Company to purchase up to $10,000,000 in the aggregate of the Company's common stock.  The repurchase program is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and



20



regulations.  The size, scope and timing of any purchases will be based on business, market and other conditions and factors, including price, regulatory and contractual requirements or consents, and capital availability.  The repurchase program does not require the Company to acquire any particular amount of common stock, and the program may be suspended, modified or discontinued at any time at the Company's discretion without prior notice. Shares of stock repurchased under the program will be held as treasury shares.  


During the year ended September 30, 2009, the Company repurchased 5,000 shares of its common stock for $24,905 on the open market as follows:






Period

(a)

Total number

of  shares purchased

(b)

Average

price paid per share

(c)

Total number of shares purchased as part of publicly announced plans or programs

(d)

Maximum number or approximate dollar value) of shares that yet may be purchased under the plans or programs.

3/1/09-3/31/09

5,000

$4.92

5,000

$9,975,095

Total

5,000

 

5,000

$9,975,095

     



Equity Compensation Plan Information


The following table summarizes information, as of September 30, 2009, relating to equity compensation plans of the Company (including individual compensation arrangements) pursuant to which equity securities of the Company are authorized for issuance:

  


Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

 




Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

 




Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities reflected in column (a))

Plan Category

 

(a)

 

(b)

 

(c)

       

Equity Compensation Plans Approved by Security Holders

 



1,544,550

 



$7.69

 



1,042,620

       


Equity Compensation Plans not Approved by Security Holders

 




N/A

 




N/A

 




N/A

       

Total

 

1,544,550

 

$7.69

 

1,042,620











21



Comparative Stock Performance


The following line graph compares the total return of the Company’s common stock for the last five fiscal years to the FTSE NAREIT Composite Index (US), published by the National Association of Real Estate Investment Trusts (NAREIT), and the S&P 500 Index for the same period.  The total return reflects stock price appreciation and dividend reinvestment for all three comparative indices.  The information has been obtained from sources believed to be reliable, but neither its accuracy nor its completeness is guaranteed.

[mreic10k9302009002.gif]














22



ITEM 6 – SELECTED FINANCIAL DATA


The following table sets forth selected financial and other information for the Company for the periods and as of the dates indicated.  The Company merged with Monmouth Capital on July 31, 2007 and activity related to Monmouth Capital from that date is included in the 2009, 2008 and 2007 results.  This table should be read in conjunction with management’s discussion and analysis of financial condition and results of operations and all of the financial statements and notes thereto included elsewhere herein.


 

September 30,

 
 

2009

 

2008

 

2007

 

2006

 

2005

 

OPERATING DATA:

          

Rental and Reimbursement

    Revenue


$41,318,498

 


$39,148,259

 


$28,237,404

 


$24,698,242

 


$22,478,334

 

(Loss) Gain on Securities

    Transactions, net


(6,601,460)

 


(3,660,283)

 


156,723

 


50,983

 


1,541,952

 

Interest and Dividend Income

2,502,253

 

1,871,262

 

1,467,444

 

1,028,151

 

1,525,325

 

Total Expenses

21,338,477

 

20,494,612

 

15,217,382

 

12,389,029

 

11,107,307

 

Gain (Loss) on Sale of

          

    Investment Property

-0-

 

6,790,616

 

4,634,564

 

(28,385)

 

-0-

 

Income from Equity Investment

-0-

 

-0-

 

-0-

 

-0-

 

82,500

 

Gain on Dissolution of Equity

     Investment


-0-

 


-0-

 


-0-

 


-0-

 


1,269,179

 

Interest Expense

13,897,398

 

13,138,767

 

8,969,087

 

8,298,077

 

7,993,039

 

Income from Continuing

  Operations


1,829,433

 


3,586,115



5,699,804

 


5,090,270

 


7,788,027

 

Discontinued Operations

(176,532)

 

7,436,780

 

5,117,834

 

1,075,318

 

1,258,795

 

Net Income

1,652,901

 

11,022,895

 

10,817,638

 

6,165,588

 

9,046,822

 

Net Income (Loss) Applicable

    to Common Shareholders


(868,313)

 


8,501,551

 


8,947,885

 


6,165,588

 


9,046,822

 

Income from Continuing  

   Operations Per Share

    Basic



.07

 



.15

 



.27

 



.26

 



.43

 

    Diluted

.07

 

.15

 

.27

 

.26

 

.43

 

Net Income (Loss) Per Common Share

          

   Basic

(.03)

 

.35

 

.41

 

.32

 

.50

 

   Diluted

(.03)

 

.35

 

.41

 

.31

 

.50

 
           

BALANCE SHEET DATA:

          

Total Assets

$394,774,778

 

$389,077,597

 

$366,908,245

 

$241,906,933

 

$217,841,402

 

Real Estate Investments, Net

345,880,581

 

346,605,272

 

321,409,179

 

220,210,796

 

191,744,473

 

Mortgage Notes Payable

192,050,283

 

191,947,632

 

174,352,038

 

122,194,039

 

111,968,518

 

Subordinated Convertible  

   Debentures


13,990,000

 


14,990,000

 


14,990,000

 


-0-

 


-0-

 

7.625% Cumulative Redeemable

   Preferred Stock


33,062,500

 


33,062,500

 


33,062,500

 


-0-

 


-0-

 

Shareholders’ Equity

161,497,704

 

159,910,964

 

167,214,302

 

107,566,977

 

102,560,241

 
           

CASH FLOW DATA:

          

Net Cash Provided (Used) By:

          

Operating Activities

$19,591,455

 

$17,438,835

 

$13,224,299

 

$11,991,556

 

$11,429,276

 

Investing Activities

(11,655,914)

 

(39,831,002)

 

(25,526,868)

 

(32,691,106)

 

(19,643,014)

 

Financing Activities

(7,202,915)

 

16,345,092

 

21,668,476

 

16,806,026

 

13,211,677

 



23




 

September 30,

 

OTHER INFORMATION:

2009

 

2008

 

2007

 

2006

 

2005

 


Average Number of Common

          

  Shares Outstanding - Basic

24,981,427

 

24,131,497

 

21,050,803

 

19,555,278

 

17,967,360

 

Funds from Operations*

$9,152,310

 

$11,397,238

 

$11,606,920

 

$11,753,324

 

$13,794,594

 (A)

Cash Dividends Per Common

   Share      


.60

 


.60

 


.60

 


.60

 


.58

 
           


          

* Funds from operations (FFO), is defined as net income applicable to common shareholders, excluding gains (or losses) from sales of depreciable assets, plus depreciation and amortization of intangible assets.   FFO should be considered as a supplemental measure of operating performance used by REITs.  The Company believes that FFO is helpful to investors as one of several measures of the performance of a REIT.  FFO excludes historical cost depreciation as an expense and may facilitate the comparison of REITs which have different cost basis.   The items excluded from FFO are significant components in understanding the Company's financial performance.


FFO (1) does not represent cash flow from operations as defined by generally accepted accounting  principles;  (2) should not be considered as an alternative to net income as a measure of operating performance or cash  flows from operating, investing and financing activities; and  (3) is not an alternative to cash flow as a measure of liquidity.  FFO, as calculated by the Company, may not be comparable to similarly entitled measures reported by other REITs.


The Company’s FFO is calculated as follows:


 

2009

 

2008

 

2007

 

2006

 

2005

          

Net Income

$1,652,901

 

$11,022,895

 

$10,817,638

 

$6,165,588

 

$9,046,822

Less:  Preferred Dividend


(2,521,214)

 


(2,521,344)

 


(1,869,753)

 


-0-

 


-0-

(Gain) Loss  on Sale of  

   Investment Property (B)


-0-

 


(6,790,616)

 


(4,634,564)

 


28,385

 

-0-

Depreciation


8,553,869

 


7,892,129

 


6,302,512

 


4,869,134

 

4,358,318

Depreciation Related to

    Discontinued

    Operations



23,118

 



135,056

 



255,405

 



320,409

 

192,024

Amortization of In-Place

    Lease Intangible

    Assets



1,443,636

 



1,659,118

 



735,682

 



369,808

 

197,430

          

FFO

$9,152,310

 

$11,397,238

 

$11,606,920

 

$11,753,324

 

$13,794,594 (A)


(A)

 Includes Gain on Dissolution of Equity Investment.  

(B)

 Consists of the gain on sale of the Franklin, MA and Ramsey, NJ properties in 2008, the gain on sale of the South Brunswick, NJ property in 2007 and the loss on sale of the Wichita, KS property in 2006.  These gains (losses) are included in discontinued operations.



24



ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

                CONDITION AND RESULTS OF OPERATION


Safe Harbor Statement


Statements contained in this Form 10-K, 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,” “intends,” “plans,” “seeks,” “could,” “may,” 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, which 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 ability to access the  debt or equity markets ;

·

the availability of other debt and equity financing alternatives;

·

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 successfully implement 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.


You should not place undue reliance on these forward-looking statements, as events described or implied in such statements may not occur. We undertake no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise.  

The following discussion should be read in conjunction with the financial statements and notes thereto included elsewhere herein.


Overview


The Company is a REIT and its primary business is the ownership and management of industrial buildings subject to long-term leases to investment grade tenants.   The Company owns fifty-eight industrial properties and one shopping center totaling approximately 6,132,000 square feet.  Total real estate investments were $345,880,581 at September 30, 2009. These properties are located in twenty-five states:  Alabama, Arizona, Colorado, Connecticut, Florida, Georgia, Illinois, Iowa, Kansas, Maryland, Michigan, Minnesota, Missouri, Mississippi, North Carolina, Nebraska, New Jersey, New York, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, and Wisconsin.



25




The Company’s weighted-average lease expiration was 5.0 and 5.6 years as of September 30, 2009 and 2008, respectively and its average rent per occupied square foot as of September 30, 2009 and 2008 was $5.64 and $5.28, respectively.  At September 30, 2009 and 2008, the Company’s occupancy was 96% and 98%, respectively.  During fiscal 2009, the Company acquired one 40,000 square foot industrial property for approximately $4,088,000.  


The Company has a concentration of FDX leased properties.  At September 30, 2009, the total FDX and subsidiaries leased square footage as a percentage of the Company’s total rental space was 47%, with 17% leased with FDX and 30% leased with FDX subsidiaries.  The percentage of rental and reimbursement revenue from FDX was 59% for the year ended September 30, 2009.  


The Company’s revenue primarily consists of rental and reimbursement revenue from the ownership of industrial rental property.  Rental and reimbursement revenue increased $2,170,239, or 6%, for the year ended September 30, 2009 as compared to the year ended September 30, 2008.  Total expenses (excluding interest expense) increased $843,865, or 4%, for the year ended September 30, 2009 as compared to the year ended September 30, 2008.  The increases were due mainly to the revenue and expenses relating to acquisitions and property expansions made during fiscal 2009 and 2008.     Interest expense increased $758,631 or 6% due mainly to the origination of $11,125,073 in new mortgages in fiscal 2009 and increased outstanding balances on the Company’s line of credit and margin loans.  


The Company intends to continue to increase its real estate investments in fiscal 2010 through acquisitions or expansions of properties.  The growth of the real estate portfolio depends on the availability of suitable properties which meet the Company’s investment criteria and appropriate financing.  Competition in the market areas in which the Company operates is significant and affects acquisitions, occupancy levels, rental rates and operating expenses of certain properties


Revenues also include interest and dividend income and gain (loss) on securities transactions.  The Company holds a portfolio of securities of other REITs with a fair value of $27,824,665 as of September 30, 2009.  The Company invests in REIT securities on margin from time to time when the Company can achieve an adequate yield spread.  The REIT securities portfolio provides the Company with liquidity and additional income until suitable acquisitions of real property are found.  As of September 30, 2009, the Company’s portfolio consisted of 74% preferred stocks and 26% common stocks.   The Company’s weighed-average yield on the securities portfolio for 2009 was 11.97%.  Interest and dividend income increased $630,991 or 34% in 2009 as compared to fiscal 2008.  The increase was due mainly to higher invested funds balance and a higher average yield.  During fiscal 2009, the Company recognized $6,000,678 in non-cash impairment losses due to the writing down of the carrying value of certain securities which were considered other than temporarily impaired.  The market for REIT securities has improved during fiscal 2009 and the Company has unrealized gains of $3,796,831 in its REIT securities portfolio as of September 30, 2009.  The dividends received from our securities investments continue to meet our expectations. It is our intent to hold these securities long-term.

 

On October 20, 2009, the Company issued 1,730,200 shares of common stock in a registered direct placement at a price of $6.50 per share.  The Company received net proceeds of approximately $10,500,000 and intends to use the net proceeds to acquire additional properties in the ordinary course of business and for general corporate purposes.


The Company has approximately $6,000,000 in cash and $28,000,000 in REIT securities as of September 30, 2009.  The Company believes that funds generated from operations and the DRIP, and the line of credit, together with the ability to finance and refinance its properties, will provide sufficient funds to adequately meet its obligations over the next several years.


See PART I, Item 1 – Business and Item 1A – Risk Factors for a more complete discussion of the economic and industry-wide factors relevant to the Company and the opportunities and challenges, and risks on which the Company is focused.



26




Significant Accounting Policies and Estimates


The discussion and analysis of the Company’s financial condition and results of operation are based upon the Company’s consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the Company’s consolidated financial statements. Actual results may differ from these estimates under different assumptions or conditions.


Significant accounting policies are defined as those that involve significant judgment and potentially could result in materially different results under different assumptions and conditions. Management believes the following significant accounting policies are affected by our more significant judgments and estimates used in the preparation of the Company’s consolidated financial statements. For a detailed description of these and other accounting policies, see Note No. 1 in the Notes to the Company’s Consolidated Financial Statements included in this Form 10-K.


Real Estate Investments


The Company applies Financial Accounting Standards Board Accounting Standards Codification (ASC) 360-10, Property, Plant & Equipment (ASC 360-10) to measure impairment in real estate investments. Rental properties are individually evaluated for impairment when conditions exist which may indicate that it is probable that the sum of expected future cash flows (on an undiscounted basis without interest) from a rental property is less than its historical net cost basis. These expected future cash flows consider factors such as future operating income, trends and prospects as well as the effects of leasing demand, competition and other factors. Upon determination that a permanent impairment has occurred, rental properties are reduced to their fair value. For properties to be disposed of, an impairment loss is recognized when the fair value of the property, less the estimated cost to sell, is less than the carrying amount of the property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded.


Upon acquisition of a property, the Company allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, buildings, leasing commissions and intangible assets, including in-place leases and above and below market leases. The Company allocates the purchase price to the fair value of the tangible assets of an acquired property determined by third party appraisal of the property obtained in conjunction with the purchase. Acquired above and below market leases are valued based on the present value of the difference between prevailing market rates and the in-place rates over the remaining lease term.  


The purchase price is further allocated to in-place lease values based on management's evaluation of the specific characteristics of each tenant's lease and the Company's overall relationship with the respective tenant.  Acquired above and below market leases are amortized over the remaining non-cancelable terms of the respective leases. The value of in-place lease intangibles is amortized to expense over the remaining lease term.  If a tenant terminates its lease early, the unamortized portion of the tenant improvements, leasing commissions above and below market leases and the in-place lease value is immediately charged to expense.


Securities Available for Sale


Investments in non-real estate assets consist primarily of marketable securities.  Management individually reviews and evaluates our marketable securities for impairment on a quarterly basis, or when events or circumstances occur.  Management considers, among other things, credit aspects of the issuer, amount of decline in fair value over cost and length of time in a continuous loss position.  If a decline in fair value is determined to be other than



27



temporary, a non-cash impairment charge is recognized in earnings and the cost basis of the individual security is written down to fair value as the  new cost basis.


The Company classifies its securities among three categories:  Held-to-maturity, trading and available-for-sale. The Company’s securities at September 30, 2009 and 2008 are all classified as available-for-sale and are carried at fair value based on quoted market prices.  Gains or losses on the sale of securities are calculated based on the average cost method and are accounted for on a trade date basis.  Unrealized holding gains and losses are excluded from earnings and reported as a separate component of Shareholders’ Equity until realized.

     

Revenue Recognition and Estimates


Rental income from tenants with leases having scheduled rental increases are recognized on a straight-line basis over the term of the lease.  Leases typically provide for reimbursement of real estate taxes, insurance, and other operating costs.  These occupancy charges are recognized as earned.  Estimates are used to establish amounts receivable and revenue from tenants for such things as annualized rents, real estate taxes and other cost recoveries. In addition, an estimate is made with respect to whether a provision for allowance for doubtful accounts receivable and loans receivable is necessary. The allowance for doubtful accounts reflects management’s estimate of the amounts of the recorded accounts receivable and loans receivable at the balance sheet date that will not be realized from cash receipts in subsequent periods. If cash receipts in subsequent periods vary from our estimates, or if the Company’s tenants’ financial condition deteriorates as a result of operating difficulties, additional changes to the allowance may be required.


Results of Operations


Occupancy and Rent per Occupied Square Foot


The Company’s weighted-average lease expiration was 5.0 and 5.6 years as of September 30, 2009 and 2008, respectively and its average rent per occupied square foot for fiscal 2009 and 2008 was $5.64 and $5.28, respectively.  As of September 30, 2009 and 2008, the Company’s occupancy was 96% and 98%, respectively.  All improved properties were 100% occupied at September 30, 2009 except for the following:



Property

Square

Footage


Occupancy

   

Monaca, PA

291,474

61%

Liberty, MO

98,200

-0-%

Greensboro, NC

40,560

-0-%




28



Lease Renewals and Extensions


During 2009, the Company executed or extended the following leases:




Property

Former

Rent

PSF

Previous

Lease

Expiration

Renewal

Rent

PSF

New

Lease

Expiration

     

O’Fallon, MO

$4.40

6/30/09

$4.40

6/30/12(1)

Richmond, VA

6.43

10/21/09

6.00

10/21/14

Burr Ridge, IL

12.08

10/31/09

12.92

10/31/14

Orangeburg, NY

7.00

12/31/09

7.00

2/28/11

Tampa, FL (Kellogg)

6.49

12/31/09

5.50

12/31/11

Montgomery, IL

5.24

6/30/10

5.11

6/30/15

Cheektowaga, NY (2)

8.08

8/31/16

9.16

8/31/19

Griffin, GA (2)

5.07

11/30/16

5.36

11/30/16


(1)

Lease has early termination options in 2010 and 2011.

(2)

Building was expanded in 2009.


Acquisitions


On September, 17, 2009, the Company purchased a 40,000 square foot industrial building in Topeka, Kansas.  The building is 100% net-leased to Coca-Cola Enterprises through September 30, 2021.  The purchase price including closing costs was approximately $4,088,000.  The Company obtained a mortgage of $2,687,573 (see Note No. 9) at a fixed interest rate of 6.50% per year and used the margin loan to fund the balance of the costs of the acquisition.    Management estimated that the value of the lease at purchase was approximately $408,300.


Expansions


The Company expanded the industrial building in Griffin, Georgia.   Construction was completed in December 2008 and total costs were approximately $416,000.   The building was expanded from 215,720 square feet to 217,970 square feet and the parking lot was expanded 11,000 square feet.   As of June 2009, the annual rent increased from $1,093,700 ($5.07 per square foot) to approximately $1,169,000 ($5.36 per square foot) and the lease was amended to cover the additional space.  


The Company expanded the industrial building in Cheektowaga, New York.  Construction was substantially completed in August 2009 and total construction costs were approximately $2,200,000.  The building was expanded from 84,923 square feet to 104,981 square feet.   Annual rent increased from $686,479 ($8.08 per square foot) to $961,838 ($9.16 per square foot) and the lease was extended through August 2019.  


Comparison of Year Ended September 30, 2009 to Year Ended September 30, 2008


The following tables summarize the Company’s rental and reimbursement revenue, real estate taxes, operating expenses, and depreciation expense by category.  For the purposes of the following discussion, same store properties are properties owned as of October 1, 2007 that have not been subsequently expanded.  Expanded properties are properties which were expanded in fiscal 2008 or 2009.  Acquired properties are properties that were acquired subsequent to September 30, 2007.  Other amounts relate to general corporate expenditures.


As of September 30, 2009 and 2008, the occupancy rates of the Company’s same store properties were 96% and 98%, respectively.



29




Rental  and Reimbursement Revenues

 

2009

 

2008

 

$ Change

 

% Change

         

Same Store Properties

 

$32,789,884

 

$32,989,373

 

($199,489)

 

(1%)

Expanded Properties

 

6,397,182

 

5,075,660

 

1,321,522

 

26%

Acquired Properties

 

2,131,432

 

1,083,226

 

1,048,206

 

97%

         

Total

 

$41,318,498

 

$39,148,259

 

$2,170,239

 

8%


Rental and reimbursement revenue from same store properties decreased slightly due mainly to two properties which became vacant during fiscal 2009 in Liberty, MO and Greensboro, NC.  The Company renewed or extended leases as described above during fiscal 2009.  Rental and reimbursement revenue from expanded properties increased due to the collection of full years’ rents on expansions completed in 2008 in Beltsville, MD, Denver, CO, Augusta, GA (FDX Gr), Colorado Springs, CO and Hanahan, SC (FDX Gr) buildings in late fiscal 2008.  Rental and reimbursement revenue from acquired properties increased due to the full years’ rents and reimbursement from the two industrial properties totaling 199,739 square feet purchased during fiscal 2008 in Cocoa, FL and Orlando, FL.  The Company also purchased one 40,000 square foot industrial property in September 2009 in Topeka, KS.  


Real Estate Taxes

 

2009

 

2008

 

$ Change

 

% Change

         

Same Store Properties

 

$5,602,436

 

$5,385,214

 

$217,222

 

4%

Expanded Properties

 

698,683

 

639,776

 

58,907

 

9%

Acquired Properties

 

285,820

 

58,961

 

226,859

 

385%

         

Total

 

$6,586,939

 

$6,083,951

 

$502,988

 

3%


Real estate taxes from same store properties increased due to an increase in estimated taxes assessed in certain property locations.  Real estate taxes from the expanded properties increased due mainly to the increase in assessed values from the completed expansions.  Real estate taxes for acquired properties increased due to the full year’s expenses of the two industrial properties totaling 199,739 square feet purchased during fiscal 2008 in Cocoa, FL and Orlando, FL.  Our single tenant properties are subject to net leases which require the tenants to absorb the real estate taxes as well as insurance and the majority of the repairs and maintenance.  As such, the Company is reimbursed by the tenants for these real estate taxes.  The reimbursement income is included in rental and reimbursement revenue.


Operating Expenses

 

2009

 

2008

 

$ Change

 

% Change

         

Same Store Properties

 

$2,892,516

 

$3,234,547

 

($342,031)

 

(11%)

Expanded Properties

 

291,512

 

353,119

 

(61,607)

 

(17%)

Acquired Properties

 

210,422

 

132,861

 

77,561

 

58%

         

Total

 

$3,394,450

 

$3,720,527

 

($326,077)

 

(9%)


Operating expenses from same store properties and expanded properties decreased due mainly to a decrease in insurance costs and amortization of the intangible assets.  Operating expenses from acquired properties increased due to the full year’s expenses of the two industrial properties totaling 199,739 square feet purchased during fiscal 2008 in Cocoa, FL and Orlando, FL.



30




Depreciation

 

2009

 

2008

 

$ Change

 

% Change

         

Same Store Properties

 

$6,703,184

 

$6,462,199

 

$240,985

 

4%

Expanded Properties

 

1,336,337

 

1,158,178

 

178,159

 

15%

Acquired Properties

 

514,348

 

271,752

 

242,596

 

89%

         

Total

 

$8,553,869

 

$7,892,129

 

$661,740

 

8%


Depreciation from same store properties increased slightly due mainly to capital projects placed in service during the year. Depreciation expense from the expanded properties increased due to the full year of depreciation on the completed expansions.  Depreciation expense from acquired properties increased due to the full year’s depreciation of the two industrial properties totaling 199,739 square feet purchased during fiscal 2008 in Cocoa, FL and Orlando, FL.


Interest Expense

 

2009

 

2008

 

$ Change

 

% Change

         

Same Store Properties

 

$9,545,515

 

$9,307,917

 

$237,598

 

3%

Expanded Properties

 

1,727,213

 

1,712,776

 

14,437

 

1%

Acquired Properties

 

982,521

 

554,281

 

428,240

 

77%

Debentures

 

1,132,526

 

1,199,200

 

(66,674)

 

(6%)

Other

 

545,623

 

626,677

 

(81,054)

 

(13%)

Capitalized Interest

 

(36,000)

 

(262,084)

 

226,084

 

86%

         

Total

 

$13,897,398

 

$13,138,767

 

$758,631

 

6%


Interest expense for same store properties increased due mainly to the full year of interest expense on the interest-only mortgages originated in June 2008 for Fayetteville, NC, Lakeland, FL, and August, GA (FDX).  The increase in interest from these new mortgages was partially offset by reduced interest expense related to principal repayments made during the year.  Interest expense for acquired properties increased primarily due to the full year of interest expense on the mortgages for the two industrial properties totaling 199,739 square feet purchased during fiscal 2008 in Cocoa, FL and Orlando, FL. Interest expense related to the debentures decreased due to the repurchase of $1,000,000 in debentures at the beginning of fiscal 2009.  Other interest relates to interest on the Company’s line of credit and margin loans.  The decrease relates mainly to a decrease in interest rates.  Capitalized interest relates to the amount of interest capitalized related to property expansions.  There were fewer expansions in fiscal 2009 as compared to 2008.


General and administrative expenses remained relatively consistent in fiscal 2009 as compared to 2008.  Increases in personnel costs were partially offset by decreases in travel expenses and other professional fees.  


Interest and dividend income increased $630,991, or 34%, in 2009 as compared to 2008.  This is due mainly to an increase in the size of the REIT securities portfolio and an increase in the yield from this portfolio.  The securities portfolio increased from $21,005,663 as of September 30, 2008 to $27,824,665 as of September 30, 2009.  The REIT securities portfolio yield for 2009 was 11.97% as compared to 9.5% for 2008.



31




 Loss on securities transactions, net consisted of the following:


 

2009

 

2008

 
     

Gross realized gains

$98,844

 

$225,678

 

Gross realized losses

(699,626)

 

(38,880)

 

Net gain (loss) on closed futures

     contracts


-0-

 


(742,307)

 

Impairment loss

(6,000,678)

 

(3,104,774)

 

Total Loss on Securities Transactions, net

($6,601,460)

 

($3,660,283)

 


Gain (loss) on securities transactions, net decreased $2,941,177 in fiscal 2009 as compared to 2008.  The decrease is due mainly to the impairment loss of $6,000,678 due to the writing down of the carrying value of twenty-two REIT securities which were considered other than temporarily impaired.  The market for REIT securities has improved and the Company has an unrealized gain of $3,796,831 in its REIT securities portfolio as of September 30, 2009.  


Comparison of Year Ended September 30, 2008 to Year Ended September 30, 2007


The following tables summarize the Company’s rental and reimbursement revenue, real estate taxes, operating expenses, and depreciation expense by category.  For purposes of the following discussion, same store properties are properties owned as of October 1, 2006 that have not been subsequently expanded.  Expanded properties are properties which were expanded in fiscal 2008 or 2007.  Monmouth Capital properties are the properties acquired in the strategic transaction with Monmouth Capital on July 31, 2007 and results from that date are included in the Company’s results for the years ended September 30, 2008 and 2007.  Acquired properties are properties that were acquired subsequent to September 30, 2006.  Other amounts relate to general corporate expenditures.


As of September 30, 2008 and 2007, the occupancy rates of the Company’s same store properties were 98% and 98%, respectively.


Rental  and Reimbursement Revenues

 

2008

 

2007

 

$ Change

 

% Change

         

Same Store Properties

 

$24,094,652

 

$23,223,564

 

$871,088

 

4%

Expanded Properties

 

3,090,465

 

2,866,307

 

224,158

 

8%

Monmouth Capital Properties

 

8,630,500

 

1,341,992

 

7,288,508

 

543%

Acquired Properties

 

3,332,642

 

805,541

 

2,527,101

 

314%

         

Total

 

$39,148,259

 

$28,237,404

 

$10,910,855

 

39%


Rental and reimbursement revenue from same store properties increased due to renewal of leases at higher rental rates.  Rental and reimbursement revenue from expanded properties increased due to the completion of the expansions on the Beltsville, MD, Denver, CO, Augusta, GA, Colorado Springs, CO and Hanahan, SC (FDX Gr) buildings in late fiscal 2008.  Rental and reimbursement revenue from the Monmouth Capital properties increased due to the full year of ownership in fiscal 2008 as compared to two months of ownership in fiscal 2007.  Rental and reimbursement revenue from acquired properties increased due to the purchase of the two industrial properties totaling 199,739 square feet during fiscal 2008 in Cocoa, FL and Orlando, FL and also due to a full year of ownership of the properties in Roanoke, VA, Orion, MI and Punta Gorda, FL.    



32




Real Estate Taxes

 

2008

 

2007

 

$ Change

 

% Change

         

Same Store Properties

 

$4,023,079

 

$4,058,417

 

($35,338)

 

0%

Monmouth Capital Properties

 

1,706,715

 

189,229

 

1,517,486

 

802%

Acquired Properties

 

354,157

 

48,207

 

305,950

 

635%

         

Total

 

$6,083,951

 

$4,295,853

 

$1,788,098

 

42%


Real estate taxes from same store properties decreased slightly due to a decrease in estimated taxes assessed in certain property locations partially offset by increases in estimated taxes in other locations.  Real estate taxes from the Monmouth Capital properties increased due to the full year of ownership in fiscal 2008 as compared to two months of ownership in fiscal 2007.  Real estate taxes for acquired properties increased due to the purchase of the two industrial properties totaling 199,739 square feet during fiscal 2008 in Cocoa, FL and Orlando, FL and also due to a full year of ownership of the properties in Roanoke, VA, Orion, MI and Punta Gorda, FL.  These properties are subject to net leases which require the tenants to absorb the real estate taxes as well as insurance and the majority of the repairs and maintenance.  As such, the Company is reimbursed by the tenants for these real estate taxes.  The reimbursement income is included in rental and reimbursement revenue.



Operating Expenses

 

2008

 

2007

 

$ Change

 

% Change

         

Same Store Properties

 

$2,114,332

 

$1,919,253

 

$195,079

 

10%

Monmouth Capital Properties

 

1,217,059

 

235,371

 

981,688

 

417%

Acquired Properties

 

389,136

 

79,191

 

309,945

 

392%

         

Total

 

$3,720,527

 

$2,233,815

 

$1,486,712

 

67%


Operating expenses from same store properties increased due to an increase in insurance costs and unreimburseable repairs and maintenance.  Operating expenses from the Monmouth Capital properties increased due to the full year of ownership in fiscal 2008 as compared to two months of ownership in fiscal 2007.  Operating expenses from acquired properties increased due to the purchase of the two industrial properties totaling 199,739 square feet during fiscal 2008 in Cocoa, FL and Orlando, FL and also due to a full year of ownership of the properties in Roanoke, VA, Orion, MI and Punta Gorda, FL.  


Depreciation

 

2008

 

2007

 

$ Change

 

% Change

         

Same Store Properties

 

$5,556,358

 

$5,300,405

 

$255,953

 

5%

Monmouth Capital Properties

 

1,627,106

 

756,643

 

870,463

 

115%

Acquired Properties

 

708,665

 

245,464

 

463,201

 

188%

         

Total

 

$7,892,129

 

$6,302,512

 

$1,589,617

 

25%


Depreciation from same store properties increased slightly due mainly to capital projects placed in service during the year. Depreciation expense from the Monmouth Capital properties increased due to the full year of ownership in fiscal 2008 as compared to two months of ownership in fiscal 2007.  Depreciation expense from acquired properties increased due to the purchase of the two industrial properties totaling 199,739 square feet during fiscal 2008 in Cocoa, FL and Orlando, FL and also due to a full year of ownership of the properties in Roanoke, VA, Orion, MI and Punta Gorda, FL.  



33




Interest Expense

 

2008

 

2007

 

$ Change

 

% Change

         

Same Store Properties

 

$7,623,934

 

$6,847,711

 

$776,223

 

11%

Monmouth Capital Properties

 

2,398,974

 

411,766

 

1,987,208

 

483%

Acquired Properties

 

1,552,066

 

1,360,787

 

191,279

 

14%

Debentures

 

1,199,200

 

199,866

 

999,334

 

500%

Other

 

626,677

 

183,391

 

443,286

 

242%

Capitalized Interest

 

(262,084)

 

(34,434)

 

(227,650)

 

(661%)

         

Total

 

$13,138,767

 

$8,969,087

 

$4,169,680

 

46%


Interest expense for same store properties increased due to the new and refinanced mortgages on the properties in Fayetteville, NC, Jacksonville, FL, Tampa, FL (FDX) and West Chester Township, OH.  The increase in interest from the new mortgages was partially offset by reduced interest expense related to principal repayments made during the year.  Interest expense from the Monmouth Capital properties increased due to the full year of ownership in fiscal 2008 as compared to two months of ownership in fiscal 2007 and the new mortgages originated on the properties in Augusta, GA (FDX) and Lakeland, FL.  Interest expense for acquired properties increased primarily due to the mortgages related to the purchase of the two industrial properties totaling 199,739 square feet during fiscal 2008 in Cocoa, FL and Orlando, FL and also due to a full year of ownership of the properties in Roanoke, VA, Orion, MI and Punta Gorda, FL.  Interest expense related to the debentures increased due to the full year of debentures outstanding at 8% during fiscal 2008 as compared to two months in 2007.  Other interest relates to interest on the Company’s line of credit and margin loans.  The increase relates to increased average balances on these lines, partially offset by a decrease in interest rates.  Capitalized interest relates to the amount of interest capitalized during fiscal 2008 and 2007 to construction in progress related to property expansions.


General and administrative expenses increased $412,803, or 17% in fiscal 2008 as compared to 2007.  The increase relates mainly to increases in personnel costs, professional fees and franchise taxes.  


Interest and dividend income increased $403,818, or 28%, in fiscal 2008 as compared to 2007.  This is due mainly to an increase in the size of the REIT securities portfolio and an increase in the yield from this portfolio.  The securities portfolio increased from $13,436,992 as of September 30, 2007 to $21,005,663 as of September 30, 2008.  The Company increased the size of its REIT securities portfolio due to the proceeds received from the preferred stock offering in 2007 and through the merger with Monmouth Capital.  The REIT securities portfolio yield for fiscal 2008 was 9.5% as compared to 7.6% for 2007.


(Loss) Gain on securities transactions, net consisted of the following:


  

2008

 

2007

     

Gross realized gains

 

$225,678

 

$471,707

Gross realized losses

 

(38,880)

 

(45,561)

Net gain (loss) on closed futures contracts

 

(742,307)

 

(272,080)

Unrealized gain (loss) on open futures contracts

 

-0-

 

102,657

Impairment loss

 

(3,104,774)

 

(100,000)

Total (Loss) Gain on Securities Transactions, net

 

($3,660,283)

 

$156,723


Gain (loss) on securities transactions, net decreased $3,817,006 in fiscal 2008 as compared to 2007.  The decrease is due mainly to the impairment loss of $3,104,774 due to the writing down of the carrying value of seven REIT securities which were considered other than temporarily impaired.  The Company had unrealized losses of $6,139,451 in its REIT securities portfolio as of September 30, 2008.



34




Discontinued Operations


Discontinued operations in fiscal 2009 include the operations of the property in Quakertown, Pennsylvania which was classified as held for sale as of September 30, 2009.  Discontinued operations in fiscal 2008 include the operations of properties in Quakertown, Pennsylvania as well as properties in Franklin, Massachusetts and Ramsey, New Jersey, both of which were sold in 2008.  Discontinued operations in fiscal 2007 include the 3 properties mentioned above and a vacant property in S. Brunswick, New Jersey sold in August 2007.  The following table summarizes the components of discontinued operations:

 

2009

 

2008

 

2007

      

Rental and Reimbursement Revenue

$349,015

 

$1,040,366

 

$1,173,436

Real Estate Taxes

(47,241)

 

(120,757)

 

(268,315)

Operating Expenses

(22,880)

 

(138,389)

 

(166,446)

Depreciation & Amortization

(383,029)

 

(135,056)

 

(255,405)

Interest Expense

(72,397)

 

-0-

 

-0-

Income (Loss) from Operations of Disposed Property

(176,532)

 

646,164

 

483,270

Gain on Sale of Investment Property

-0-

 

6,790,616

 

4,634,564

Income (Loss) from Discontinued Operations

($176,532)

 

$7,436,780

 

$5,117,834


Cash flows from discontinued operations for the years ended September 30, 2009, 2008 and 2007 are combined with the cash flows from operations within each of the three categories presented.  Cash flows from discontinued operations are as follows:


  

2009

 

2008

 

2007

       

Cash flows from Operations

 

$206,677

 

($6,009,396)

 

($3,895,889)

Cash flows from Investing Activities

 

-0-

 

10,486,277

 

8,150,557

Cash flows from Financing Activities

 

(206,677)

 

(4,476,881)

 

(4,254,668)

       

The absence of cash flows from discontinued operations is not expected to materially affect future liquidity and capital resources.


Off-Balance Sheet Arrangements and Contractual Obligations


The Company has not entered into any off-balance sheet arrangements.


The following is a summary of the Company’s contractual obligations as of September 30, 2009:


Contractual

Obligations

 


Total

 

   Less than 1

year

 


1-3 years

 


3-5 years

 

More than

5 years

           

Mortgage Notes

     Payable

 


$192,050,283

 


$12,510,087

 


$33,493,524

 


$42,487,743

 


$103,558,929

Debentures

 

13,990,000

 

-0-

 

-0-

 

3,770,000

 

10,220,000

Purchase of Property

 

22,700,000

 

22,700,000

 

-0-

 

-0-

 

-0-

Retirement Benefits

 

526,453

 

60,000

 

120,000

 

120,000

 

226,453

Total

 

$229,266,736

 

$35,270,087

 

$33,613,524

 

$46,377,743

 

$114,005,382


Mortgage notes payable represents the principal amounts outstanding by scheduled maturity. The interest rates on these mortgages are fixed rates ranging from 5.22% to 8.48%, with a weighted average of 6.44%.  The above table does not include the Company’s obligation under its line of credit and margin loan as described in Note No. 9 of the Notes to Consolidated Financial Statements.



35




Debentures represent the repayment of the 8% Convertible Subordinated debentures of $3,770,000 due in 2013 and $10,220,000 in 2015.  


Purchase of property represents the purchase price of two industrial properties under contract.  One acquisition for approximately $14,600,000 closed in October 2009.  The other contract for the purchase of an industrial property for approximately $8,050,000 is anticipated to close in the first quarter of fiscal 2010.


Retirement benefits represent post-retirement benefits that are unfunded and therefore will be paid from the assets of the Company.  The liability is being accrued and expensed over the payment terms.   


Liquidity and Capital Resources


 The Company operates as a real estate investment trust deriving its income primarily from real estate rental operations.  The Company’s shareholders’ equity increased from $159,910,964 as of September 30, 2008 to $161,497,704 as of September 30, 2009, principally due to issuance of common shares in the DRIP and an increase in the unrealized gain of available for sale securities partially offset by payments of distributions in excess of income.  See further discussion below.


The Company’s ability to generate cash adequate to meet its needs is dependent primarily on income from its real estate investments and securities portfolio, the sale of real estate investments and securities, refinancing of mortgage debt, leveraging of real estate investments, availability of bank borrowings, proceeds from the DRIP, proceeds from public offerings and private placements, and access to the capital markets.  Purchases of new properties, payments of expenses related to real estate operations, capital improvement programs, debt service, general and administrative expenses, and distribution requirements place demands on the Company’s liquidity.


The Company intends to operate its existing properties from the cash flows generated by the properties.  However, the Company’s expenses are affected by various factors, including inflation.  Increases in operating expenses raise the breakeven point for a property and, to the extent that they cannot be passed on through higher rents, reduce the amount of available cash flow which can adversely affect the market value of the property.


The current global economic situation and the continued lack of liquidity in the lending environment may impact management’s ability to grow by acquiring additional properties or REIT securities.  Industrial space demand is very closely correlated to GDP growth. Current economic indicators show the U.S. economy to be slowly emerging from a deep and protracted recession.  Whether this return to economic growth is sustainable remains to be seen especially in light of the massive government stimulus programs.  However, the high caliber of our tenants, coupled with the long duration of our leases, should enable the Company to perform well despite the weak economy.  As of September 30, 2009, the Company had $6,080,888 in cash and cash equivalents and $27,824,665 in marketable securities subject to margin loans of $4,063,750.


On October 20, 2009, the Company issued 1,730,200 shares of common stock in a registered direct placement at $6.50 per share.  The Company received net proceeds from the offering of approximately $10,500,000.  The Company intends to use the net proceeds to acquire additional properties in the ordinary course of business and for general corporate purposes.    The Company has been raising equity capital through its DRIP, private placements and the public placement of common and preferred stock and investing in net-leased industrial properties.  The Company believes that funds generated from operations, the DRIP, and bank borrowings, together with the ability to finance and refinance its properties, will provide sufficient funds to adequately meet its obligations over the next few years.


At September 30, 2009, the Company owned fifty-nine properties of which eleven are not subject to mortgages; however the Company’s line of credit contains covenants which may restrict the Company’s ability to place financing on unencumbered properties.



36




The Company has a variable rate line of credit with Capital One, N.A. maturing in March 2011 of $15,000,000.  The line was fully drawn as of September 30, 2009.  The interest rate is based on LIBOR plus 200 basis points and interest is due monthly.  The interest rate was 2.25% as of September 30, 2009.   The Company must keep not less than $1,000,000 in average net collected balances at Capital One, N.A. and meet certain loan covenants as contained in the loan agreement, including a 65% loan to value ratio on certain negatively pledged properties.    


The Company also uses margin loans for purchasing securities, for temporarily funding of acquisitions, and for working capital purposes.  The interest rate charged on the margin loans is the bank’s margin rate and was 2.0% and 3.75% as of September 30, 2009 and 2008, respectively.  The margin loans are due on demand.  At September 30, 2009 and 2008, the margin loans totaled $4,063,750 and $2,299,947, respectively and are collateralized by the Company’s securities portfolio.  The Company must maintain a coverage ratio of approximately 50%.


The Company’s subsidiary Monmouth Capital has outstanding $3,770,000 of 8% Convertible Subordinated Debentures due 2013 (the 2013 Debentures), and $10,220,000 of 8% Convertible Subordinated Debentures due 2015 (the 2015 Debentures).   These Debentures are convertible into common stock of the Company at any time prior to redemption or maturity, at the conversion price of $9.16 per share in the case of the 2013 Debentures (equivalent to a rate of 109.17 shares of common stock for each $1,000 principal amount), and a conversion price of $11.45 per share in the case of the 2015 Debentures (equivalent to a rate of 87.336 shares of common stock for each $1,000 principal amount), in each case subject to adjustment under certain conditions.   


The Company’s focus is on real estate investments. The Company has historically financed purchases of real estate primarily through mortgages.  During 2009, the Company made an acquisition of an industrial property totaling approximately $4,088,000, which was funded through a mortgage of $2,687,573 at a fixed interest rate of 6.50% per year and funds available on the margin loan.  During the first month of fiscal 2010, the Company made an acquisition of an industrial property totaling approximately $14,600,000, which was funded through a mortgage of $10,000,000 at a fixed rate of 6.25% per year and the remainder in cash.   In fiscal 2010, the Company plans to continue to acquire additional net-leased industrial properties.  The Company also intends to expand its properties when requested by the tenants.  The funds for these acquisitions and expansions may come from bank borrowings and proceeds from the DRIP or private placements or additional public offerings of preferred and common stock.  To the extent that funds or appropriate properties are not available, fewer acquisitions or expansions will be made.  


The Company also invests in debt and equity securities of other REITs as a proxy for real estate when suitable acquisitions are not available, for liquidity, and for additional income.  The Company from time to time may purchase these securities on margin when there is an adequate yield spread.  During fiscal 2009, the Company’s securities portfolio increased $6,819,002, primarily due to purchases of $5,890,534 and increase in the unrealized gain of $9,936,282, partially offset by sales of securities with cost of $3,007,136 and impairment losses of $6,000,678.  The Company earned interest and dividend income of $2,502,253 during fiscal 2009.  The margin loan balance was $4,063,750 and $2,299,947 as of September 30, 2009 and 2008, respectively.


Cash flows provided from operating activities were $19,591,455, $17,438,835 and $13,224,299 for fiscal years 2009, 2008 and 2007, respectively.  The increase in cash flows provided from operating activities is due to increased income from acquisitions of properties and expanded operations.


Cash flows used in investing activities were $11,655,914, $39,831,002 and $25,526,868 for fiscal years 2009, 2008 and 2007, respectively.  Cash flows used in investing activities decreased in fiscal 2009 as compared to 2008 due mainly to fewer acquisitions of industrial properties, fewer property expansions, and decreased purchases of REIT securities.  Cash flows used in investing activities in fiscal 2008 increased as compared to 2007 due mainly to increased building expansions and the purchase of REIT securities.  


Cash flows provided from (used in) financing activities were ($7,202,915), $16,345,092 and $21,668,476 for fiscal years 2009, 2008 and 2007, respectively.  Cash flows from financing activities decreased in fiscal 2009 as compared to 2008 due mainly to decreased proceeds from mortgages and loans payable.  Cash flows from financing



37



activities decreased in fiscal 2008 as compared to 2007 due mainly to the preferred stock offering proceeds of $31,584,466 in 2007.  

  

As of September 30, 2009, the Company had total assets of $394,774,778 and liabilities of $229,883,628.  The Company’s total debt plus Series A Preferred Stock to market capitalization as of September 30, 2009 and 2008 was approximately 59% and 56%, respectively.  The Company believes that it has the ability to meet its obligations and to generate funds for new investments.


The Company has a dividend reinvestment plan (DRIP), in which participants can purchase stock from the Company at a price of approximately 95% of market.  During fiscal 2007, the Company modified its DRIP plan to allow for the DRIP to purchase shares on the open market at market value for participants.  Currently, DRIP shares are purchased directly from the Company at a 5% discount.  It is anticipated, although no assurances can be given, that the level of participation in the DRIP in 2010 will be comparable to 2009.  


During 2009, the Company paid $14,984,179 as a dividend of $0.60 per common share.  Of the $14,984,179 in dividends paid, $4,328,028 was reinvested pursuant to the terms of the DRIP.  Management anticipates maintaining the annual dividend rate of $0.60 per common share although no assurances can be given since various economic factors can reduce the amount of cash flow available to the Company for common dividends.  All decisions with respect to the payment of dividends are made by the Company’s board of directors.


In 2009, the Company paid $2,521,214 in preferred dividends.  The Company is required to pay cumulative dividends on the Series A Preferred Stock in the amount of $1.90625 per share per year, which is equivalent to 7.625% of the $25.00 liquidation value per share.


During the year ended September 30, 2009, no stock options were exercised.  During the year ended September 30, 2008, one employee exercised options to purchase 14,000 shares of common stock for $99,820.  During the year ended September 30, 2007, no stock options were exercised.  


During the year ended September 30, 2002, nine officers, directors and key employees exercised their stock options and purchased 255,000 shares for a total of $1,617,488.  Of this amount, 225,000 shares, for a total of $1,439,363, were exercised through the issuance of notes receivable from officers.  These notes receivable are at an interest rate of 5%, mature on April 30, 2012 and are collateralized by the underlying common shares.  As of September 30, 2009 and 2008, the balance of these notes receivable was $1,201,563.


On an ongoing basis, the Company funds capital expenditures primarily to maintain structure and other maintenance items as required in the various leases.  These expenditures may also include expansions as requested by tenants, or various tenant improvements on properties which are re-tenanted.  The amounts of these expenditures can vary from year to year depending on the age of the properties, tenant negotiations, market conditions and lease turnover.   


New Accounting Pronouncements


In June 2009, the Financial Accounting Standards Board (FASB) issued the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, also known as FASB Accounting Standards Codification (ASC) 105-10, Generally Accepted Accounting Principles, (ASC 105-10).  ASC 105-10 establishes the FASB Accounting Standards Codification (Codification) as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities.   Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants.  The subsequent issuances of new standards will be in the form of Accounting Standards Updates (ASUs) that will be included in the Codification.  Generally, the Codification is not expected to change U.S. GAAP.  All other accounting literature excluded from the Codification will be considered nonauthoritative.  This ASC is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  The Company adopted this ASC for our quarter ended September 30, 2009.  The adoption did



38



not have any effect on our financial condition or results of operations.  All accounting references have been updated, and therefore SFAS references have been replaced with ASC references.


ASC 810-10, Consolidations, which, among other things, provides guidance and establishes amended accounting and reporting standards for a parent company’s noncontrolling interest in a subsidiary.  The Company will adopt this ASC on October 1, 2009 and will change the presentation of the minority interest on the financial statements.  As of October 1, 2009, the noncontrolling interest will be reported separately within the equity section of the consolidated balance sheet.  


In August 2009, FASB issued ASU 2009-05, Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value.  This ASU clarifies how an entity should measure the fair value of liabilities and that the restrictions on the transfer of a liability should not be included in its fair value measurement. The effective date of this ASU is the first reporting period after the issuance date, August 26, 2009. The Company adopted this ASU for our quarter ended September 30, 2009.  The adoption of this ASU did not have a material effect on our financial condition or results of operations.


ASC 855-10, Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued.  ASC 855-10 requires an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet.  For unrecognized subsequent events that must be disclosed to keep the financial statements from being misleading, an entity will be required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made.  In addition, ASC 855-10 requires an entity to disclose the date through which subsequent events have been evaluated.  ASC 855-10 is effective for the interim or annual financial periods ending after June 15, 2009.  The Company adopted ASC 855-10 effective for the quarter ended June 30, 2009.  The adoption of this ASC did not have a material effect on our financial condition or results of operations.


The FASB provided additional application guidance and enhanced disclosures about fair value measurements and impairments of securities.  ASC 820-10, Fair Value Measurements and Disclosures, clarifies the objective and method of fair value measurement even when there has been a significant decrease in market activity for the asset being measured.  ASC 320-10, Investments-Debt and Equity Securities, establishes a new model for measuring other-than-temporary impairments for debt securities, including criteria for when to recognize a write-down through earnings versus other comprehensive income.  ASC 825-10, Financial Instruments, expands the fair value disclosures required for certain financial instruments to interim periods as well as in annual reports.  All of these ASCs are effective for interim and annual periods ending after June 15, 2009.  The Company adopted these ASCs effective for the quarter ended June 30, 2009.  The adoption of these ASCs did not have a material effect on our financial condition or results of operations. However, adoption of ASC 825-10 resulted in increased disclosures in our consolidated financial statements.


ASC 805-10, Business Combinations and ASC 810-10, Consolidation, requires most identifiable assets, liabilities, noncontrolling interests and goodwill acquired in a business combination to be recorded at “full fair value” and require noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest holders. The provisions of ASC 805-10 and ASC 810-10 are effective for our fiscal year beginning October 1, 2009. ASC 805-10 will be applied to business combinations occurring after the effective date and ASC 810-10 will be applied prospectively to all changes in noncontrolling interests, including any that existed at the effective date.  The adoption of ASC 805-10 and ASC 810-10 effective October 1, 2009 for future business combinations may result in the recognition of certain types of expenses in our results of operations that are currently capitalized pursuant to existing accounting standards, among other potential impacts.   


ASC 815-10, Derivatives and Hedging, requires enhanced disclosures about (a) how and why derivative instruments are used, (b) how derivative instruments and related hedged items are accounted for and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash



39



flows. ASC 815-10 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  The Company adopted ASC 815-10 effective January 1, 2009.  The adoption of this ASC did not have a material effect on our financial condition or results of operations.


ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK


The Company is exposed to interest rate changes primarily as a result of its line of credit, margin loans and long-term debt used to maintain liquidity and fund capital expenditures and acquisitions of the Company’s real estate investment portfolio.  The Company’s interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs.  To achieve its objectives, the Company borrows primarily at fixed rates.  During 2008 and 2007, the Company invested in futures contracts of 10-year treasury notes with the objective of reducing exposure of the preferred equity and debt securities portfolio to interest rate fluctuations and to mitigate the risk of rolling over fixed-rate debt at higher interest rates upon maturity.  The Company has discontinued its hedging program and closed out its futures contracts in May 2008.   There are no open contracts as of September 30, 2009 or 2008.


The following table sets forth information as of September 30, 2009, concerning the Company’s long-term debt obligations, including principal payments by scheduled maturity, weighted average interest rates and estimated fair value:


Long –Term Debt:

     

Average

  

Fixed Rate

 

Fiscal

 

Carrying Value

 

Interest Rate

 

Fair Value

         
  

2010

 

513,747

 

5.24%

  
  

2011

 

2,437,500

 

5.00%

  
  

2012

 

6,802,435

 

7.29%

  
  

2013

 

24,217,673

 

6.38%

  
  

2014

 

3,187,381

 

7.15%

  
  

Thereafter

 

154,891,547

 

6.42%

  
    


   


  

Total

$

192,050,283

 

6.44%

$

189,682,000


The Company has $13,990,000 in 8% debentures outstanding as of September 30, 2009, with $3,770,000 due in 2013 and $10,220,000 due in 2015.


The Company also has a variable rate line of credit with Capital One, N.A. maturing in March 2011 of $15,000,000.  The line was fully drawn as of September 30, 2009.  The interest rate is based on LIBOR plus 200 basis points and interest is due monthly.  The interest rate was 2.25% as of September 30, 2009.  


Additionally, the Company has the ability to obtain margin loans, secured by its marketable securities. The balance outstanding on the margin loan was $4,063,750 as of September 30, 2009.  The interest rate on the margin account is the bank’s margin rate and was 2.0% as of September 30, 2009.    The value of marketable securities was $27,824,665 as of September 30, 2009.


The Company also invests in both debt and equity securities of other REITs and is primarily exposed to equity price risk from adverse changes in market rates and conditions.  All securities are classified as available for sale and are carried at fair value.   



40




ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The financial statements and supplementary data listed in Part IV, Item 15 (a) (1) are incorporated herein by reference and filed as part of this report.


The following is the Unaudited Selected Quarterly Financial Data:


SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

THREE MONTHS ENDED

     

FISCAL 2009

12/31/08

3/31/09

6/30/09

9/30/09

Rental and Reimbursement

  Revenue


$10,282,379


$10,552,266


$10,242,682


$10,241,171

Total Expenses

5,112,738

5,469,304

5,395,253

5,361,182

Other Income (Expense)

(6,175,106)

(6,167,891)

(2,954,752)

(2,698,856)

Minority Interest

28,912

25,775

38,084

61,212

Income (Loss) from Continuing

     Operations


(1,034,377)


(1,110,704)


1,854,593


2,119,921

Income (Loss) from  Discontinued

     Operations (1)


40,337


(285,595)


34,460


34,266

Net Income (Loss)

(994,040)

(1,396,299)

1,889,053

2,154,187

Net Income (Loss) Applicable to

    Common Shareholders


(1,624,344)


(2,026,603)


1,258,749


1,523,885

Net Income (Loss) Applicable to

    Common Shareholders per Share


(.07)


(.08)


.05


.06

     

FISCAL 2008

12/31/07

3/31/08

6/30/08

9/30/08

Rental and Reimbursement

  Revenue


$9,449,260


$9,572,304


$9,505,479


$10,621,216

Total Expenses

4,712,387

5,053,231

4,849,864

5,879,130

Other Income (Expense)

(5,140,117)

(4,100,402)

(2,960,213)

(2,727,056)

Minority Interest

34,368

41,386

91,705

(27,715)

Income (Loss) from Continuing

    Operations


(437,612)


377,285


1,603,697


2,042,745

Income from Discontinued

     Operations (2)


214,833


208,561


3,447,971


3,565,415

Net Income

(222,779)

585,846

5,051,668

5,608,160

Net Income Applicable to

    Common Shareholders


(853,212)


(44,457)


4,421,364


4,977,856

Net Income Applicable to Common

    Shareholders per Share


(.04)


(.01)


.18


.22

     

(1)  During 2009, the Company designated the Quakertown, Pennsylvania property as held for sale.  

(2)  During June 2008 and July 2008, the Company sold industrial properties in Franklin, Massachusetts, and Ramsey, New Jersey, respectively, and recognized a gain on sale of $3,268,496 and $3,522,120, respectively.  




41




ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON                 

                ACCOUNTING AND FINANCIAL DISCLOSURE


On June 25, 2008, the Company dismissed Reznick Group, P.C. (Reznick) as the Company’s independent registered public accounting firm. The decision to change accountants was approved by the Audit Committee of the Board of Directors of the Company.

The audit reports of Reznick on the consolidated financial statements of the Company and subsidiaries as of and for the years ended September 30, 2007 and 2006 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.  The audit reports of Reznick on the effectiveness of internal control over financial reporting as of September 30, 2007 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.


In connection with the audits of the two fiscal years ended September 30, 2007 and the subsequent interim period preceding such dismissal, there were no (1) disagreements with Reznick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Reznick, would have caused them to make reference to the subject matter of the disagreements in connection with its report or (2) reportable events of the kind described in Item 304(a)(1)(v) of Regulation S-K.


The Company provided Reznick with a copy of the disclosure contained in Form 8-K filed on June 30, 2008 and requested that Reznick furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.  Reznick’s letter, dated June 26, 2008, is filed as Exhibit 16.1 to the Form 8-K filed on June 30, 2008.

 

Effective as of June 25, 2008, the Company engaged PKF, Certified Public Accountants, a Professional Corporation (PKF) as the Company’s new independent registered public accounting firm to audit the Company’s consolidated financial statements.  The decision to engage PKF was approved by the Audit Committee of the Board of Directors as of such date.

During the fiscal years ended September 30, 2007 and 2006 and the subsequent interim period preceding such engagement, the Company has not consulted PKF regarding either (a) the application of accounting principles to any completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements; or (b) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.


We have provided a copy of the disclosures in this report to PKF and offered them the opportunity to furnish a letter to the Commission contemplated by Item 304(a)(2)(ii)(D) of Regulation S-K.  PKF has advised that it does not intend to furnish such a letter to the Commission.

  



42




ITEM 9A- CONTROLS AND PROCEDURES


(a)  Disclosure Controls and Procedures


The Company maintains controls and procedures designed to ensure that it is able to collect the information that is required to be disclosed in the reports it files with the SEC, and to process, summarize and disclose this information within the time period specified by the rules of the SEC. The Company’s Chief Executive Officer and the Chief Financial Officer are responsible for establishing, maintaining and enhancing these controls and procedures. Based on their evaluation of the Company’s disclosure controls and procedures as of September 30, 2009, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.


(b)  Management’s Report on Internal Control Over Financial Reporting


Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements.   All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance regarding the reliability of financial statement preparation and presentation.


Management assessed the Company’s internal control over financial reporting as of September 30, 2009.  This assessment was based on criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of September 30, 2009.


PKF, the Company’s independent registered public accounting firm, has issued their report on their audit of the Company’s internal control over financial reporting, a copy of which is included herein.

 



43




(c)

Report of Independent Registered Public Accounting Firm

 

Report of Independent Registered Public Accounting Firm





The Board of Directors and Shareholders

Monmouth Real Estate Investment Corporation



We have audited Monmouth Real Estate Investment Corporation’s internal control over financial reporting as of September 30, 2009, based on criteria established in Internal Control­Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).  Monmouth Real Estate Investment Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based upon the assessed risk and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.


A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, (3) receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the consolidated financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



44








In our opinion, Monmouth Real Estate Investment Corporation maintained in all material respects, effective internal control over financial reporting as of September 30, 2009 based on the COSO criteria.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Monmouth Real Estate Investment Corporation as of September 30, 2009 and 2008, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the two years then ended and our report dated December 9, 2009 expressed an unqualified opinion thereon.






/s/ PKF

Certified Public Accountants

A Professional Corporation



New York, New York

December 9, 2009


 (d)    Changes in Internal Control over Financial Reporting

There have been no changes to our internal controls over financial reporting during the Company’s fourth fiscal quarter ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



ITEM 9B – OTHER INFORMATION


None



45







ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


The following are the Directors and Executive Officers of the Company as of September 30, 2009:




Name



Age

Present Position with the Company; Business

Experience During Past Five Years; Other

Directorships


Director
  Since

    

Anna T. Chew

51

Chief Financial Officer (1991 to present) and Director. Vice President (1995 to present) and Director (1994 to present) of UMH Properties, Inc., an affiliated company.  Certified Public Accountant.

2007

    

Daniel D. Cronheim

55

Director. Attorney at Law (1979 to present).   President (2000 to present) of David Cronheim Mortgage Company.  Executive Vice President (1997 to present) of Cronheim Management Services, Inc.; Executive Vice President (1989 to present) and General Counsel (1983 to present) of David Cronheim Company; Director (2000 to present) of Hilltop Community Bank.

1989

    

Catherine B. Elflein

48

Independent Director.  Certified Public Accountant.  Director - Treasury and Risk Management (2006 to present) at Celgene Corporation; Controller of Captive Insurance Companies (2004 to 2006) and Director – Treasury Operations (1998 to 2004) at Celanese Corporation.

2007

    

Neal Herstik

50

Independent Director.  Attorney at Law, Gross, Truss & Herstik, PC (1997 to present). Co-founder and former President, Manalapan-Englishtown Education Foundation, Inc., a non-profit corporation (1995 to 2001).

2004

    

Matthew I. Hirsch

50

Independent Director.  Attorney at law (1985 to present). Adjunct Professor of Law (1993 to present) Widener University School of Law.

2000


Joshua Kahr

35

Independent Director. Principal of Kahr Real Estate Services (2002 to present), a real estate advisory firm based in New York City. Senior Director, GVA Williams (2000 to 2002).

2007

    

Eugene W. Landy

75

President and Chief Executive Officer (1968 to present) and Director.  Attorney at Law. Chairman of the Board (1995 to present), President (1969 to 1995) of UMH Properties, Inc., an affiliated company.  

1968



46










Name



Age

Present Position with the Company; Business

Experience During Past Five Years; Other

Directorships


Director
  Since

    

Michael P. Landy       

47

Executive Vice President – Investments and Director. Vice President – Investments (2001 to present) of UMH Properties, Inc., an affiliated company.  President (1998 to 2001) of Siam Records, LLC.  Chief Engineer and Technical Director (1987 to 1998)   of   GRP   Recording Company.

2007

    

Samuel A. Landy

49

Director.  Attorney at Law (1985 to present). President (1995 to present), Vice President (1991 to 1995) and Director (1992 to present) of UMH Properties, Inc., an affiliated company.

1989

    

Cynthia J. Morgenstern

40

Executive Vice President and Director.  Vice President (1996 to 2001) Summit Bank, Commercial Real Estate Division.

2002

    

Allison Nagelberg

44

General Counsel (2000 to present).  Attorney at Law (1989 to present) General Counsel (2000 to present) of UMH Properties, Inc. an affiliated company.

N/A

    

Scott L. Robinson

39

Independent Director.  Managing Partner, Cadence Capital Group, LLC (2008 to present); Director, The REIT Center at New York University (2008 to present); Vice President Citi Markets and Banking (2006 to 2008) at Citigroup.  Senior REIT and CMBS analyst at Standard & Poor’s, (1998 to 2006).

2005

    

Eugene Rothenberg

76

Independent Director. Investor. Retired physician. Director (1977 to present) of UMH Properties, Inc. an affiliated company.  

2007

    

Maureen E. Vecere

40

Controller (2003 to present) and Treasurer (2004 to present).  Certified Public Accountant.

N/A

    

Stephen B. Wolgin

55

Independent Director.  Managing Director of U.S. Real Estate Advisors, Inc. (2000 to present), a real estate advisory services group based in New York; Partner with the Logan Equity Distressed Fund (2007 to present); prior affiliations with J.P. Morgan, Odyssey Associates, The Prudential Realty Group, Standard & Poor’s Corporation, and Grubb and Ellis.

2003

    

Family Relationships


There are no family relationships between any of the directors or executive officers, except that Samuel A. Landy and Michael P. Landy are the sons of Eugene W. Landy, the President and a Director of the Company.



47








Audit Committee


The Company has a separately-designated standing audit committee established in accordance with Section 3 (a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)).  The members of the audit committee are Stephen Wolgin (Chairman), Matthew I. Hirsch, Scott Robinson and Catherine Elflein. The Company’s board of directors has determined that Stephen B.  Wolgin and Catherine B. Elflein are financial experts and that all members of the audit committee are independent.  The audit committee operates under the Audit Committee Charter which can be found at the Company’s website at www.mreic.com.  The charter is reviewed annually for adequacy.


Delinquent Filers


There have been no delinquent filers pursuant to Item 405 of regulation S-K, to the best of management’s knowledge.


Code of Ethics


The Company has adopted the Code of Business Conduct and Ethics (the Code of Ethics).  The Code of Ethics can be found at the Company’s website at www.mreic.com.  In addition, the Code of Ethics was filed with the Securities and Exchange Commission on December 14, 2004 with the Company’s September 30, 2004 Form 10-K.  The Company will satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding a waiver from any provision of the Code of Ethics for principal officers or directors by disclosing the nature of such amendment of waiver on our website.


ITEM 11 - EXECUTIVE COMPENSATION


Compensation Discussion and Analysis


Overview of Compensation Program


The Compensation Committee (for purposes of this analysis, the Committee) of the Board has been appointed to discharge the Board's responsibilities relating to the compensation of the Company's executive officers. The Committee has the overall responsibility for approving and evaluating the executive officer compensation plans, policies and programs of the Company. The Committee's primary objectives include serving as an independent and objective party to review such compensation plans, policies and programs.


Throughout this report, the individuals who served as the Company’s president and chief executive officer and executive vice president during fiscal 2009, as well as the other individuals included in the Summary Compensation Table presented below in Item 11 of this report, are sometimes referred to in this report as the named executive officers.


Compensation Philosophy and Objectives


The Compensation Committee believes that a well-designed compensation program should align the goals of the shareholders with the goals of the chief executive officer, and that a significant part of the executive's compensation, over the long term, should be dependent upon the value created for shareholders. In addition, all executives should be held accountable through their compensation for the performance of the Company, and compensation levels should also reflect the executive's individual performance in an effort to encourage increased individual contributions to the Company's performance. The compensation philosophy, as reflected in the Company's employment agreements with its executives, is designed to motivate executives to focus on operating results and create long-term shareholder value by:



48








• establishing a plan that attracts, retains and motivates executives through compensation that is competitive with a peer group of other publicly-traded real estate investment trusts, or REITs;


• linking a portion of executives' compensation to the achievement of the Company's business plan by using measurements of the Company's operating results and shareholder return; and


• building a pay-for-performance system that encourages and rewards successful initiatives within a team environment.

The Compensation Committee believes that each of the above factors is important when determining compensation levels for named executive officers. The Committee reviews and approves the employment contracts for the president and chief executive officer and executive vice presidents, including performance goals and objectives.  The Committee annually evaluates performance of the executive officers in light of those goals and objectives. The Committee considers the Company's performance, relative shareholder return, the total compensation provided to comparable officers at similarly-situated companies, and compensation given to the named executive officers in prior years. The Company uses the annual Compensation Survey published by NAREIT as a guide to setting compensation levels.  Participant company data is not presented in a manner that specifically identifies any named individual or company.  This survey details compensation by position type with statistical salary and bonus information for each position.  The Compensation Committee compares the Company’s salary and bonus amounts to the ranges presented for reasonableness.  To that end, the Committee believes executive compensation packages provided by the Company to its executive officers should include both base salaries and annual bonus awards that reward corporate and individual performance, as well as give incentives to those executives who meet or exceed established goals.


Role of Executive Officers in Compensation Decisions


The Committee makes all final compensation decisions for the Company's named executive officers. The president annually reviews the performance of the executive vice president – investments and controller and then presents his conclusions and recommendations to the Committee with respect to base salary adjustments and annual cash bonus and stock option awards. The Committee exercises its own discretion in modifying any recommended adjustments or awards, but does consider the recommendations from the president.


Role of Grants of Stock Options in Compensation Analysis


The Committee views the grant of stock options as a form of long-term compensation.  The Committee believes that the grant of these options promotes the Company's goal of retaining key employees, and aligns the key employee's interests with those of the Company's shareholders from a long-term perspective.   The number of options granted to each employee is determined by consideration of various factors including but not limited to the employees’ title, responsibilities, and years of service.  


Role of Employment Agreements in Determining Executive Compensation


Each of the Company's currently employed named executive officers is a party to an employment agreement.  These agreements provide for base salaries, bonuses and customary fringe benefits.   The key elements of our compensation program for the named executive officers are base salary, bonuses, stock options and perquisites and other benefits.  Each of these is addressed separately below.  In determining initial compensation, the compensation committee considers all elements of a named executive officer’s total compensation package in comparison to current market practices and other benefits.



49







Base Salaries


Base salaries are paid for ongoing performance throughout the year. In order to compete for and retain talented executives who are critical to the Company's long-term success, the Committee has determined that the base salaries of named executive officers should approximate those of executives of other equity REITs that compete with the Company for employees, investors and business, while also taking into account the named executive officers' performance and tenure and the Company's performance relative to its peer companies within the REIT industry using the NAREIT Compensation Survey described above.


Bonuses


In addition to the provisions for base salaries under the terms of our employment agreements, the president is entitled to receive annual cash bonuses for each calendar year during the term of the agreement, based on the achievement of certain performance goals set by the Committee.   The following are the bonus targets and recommended compensation for the president which the Compensation Committee uses as a guide in determining the bonus, if any:  


 

Threshold

Target

Outstanding

    

Growth in market cap

7.5%

12.5%

20%

Bonus

$7,500

$15,000

$30,000

    

Growth in FFO/share

7.5%

12.5%

20%

Bonus

$7,500

$15,000

$30,000

    

Growth in dividend/share

5%

10%

15%

Bonus

$10,000

$20,000

$40,000

    

Total Bonus Potential

$25,000

$50,000

$100,000


In addition to its determination of the executive's individual performance levels for 2009, the Committee also compared the executive's total compensation for 2009 to that of similarly-situated personnel in the REIT industry using the NAREIT Compensation Survey described above.


The bonus awarded to the other senior executives is determined by consideration of various factors including but not limited to the employees’ title, responsibilities, and years of service.  


Stock Options


The employment agreements also provide that certain executives are eligible for grants of stock options.  

 

Perquisites and Other Personal Benefits


The Company's employment agreements provide the named executive officers with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Committee periodically reviews the levels of perquisites and other personal benefits provided to the executive officers.


The named executive officers are provided the following benefits under the terms of their employment agreements: an allotted number of paid vacation weeks; eligibility for the executive, spouse and dependents in all Company sponsored employee benefits plans, including 401(k) plan, group health, accident, and life insurance, on terms no less favorable than applicable to any other executive; use of an automobile; and, supplemental long-term



50







disability insurance, at the Company's cost, as agreed to by the Company and the executive.  Attributed costs of the personal benefits described above for the named executive officers for the fiscal year ended September 30, 2009, are included in “All Other Compensation” of the Summary Compensation Table provided below under Item 11 of this report.


Payments upon Termination or Change in Control


In addition, the named executive officers’ employment agreements each contain provisions relating to change in control events and severance upon termination for events other than without cause or good reason (as defined under the terms of the employment agreements). These change in control and severance terms are designed to promote stability and continuity of senior management. Information regarding these provisions is included in “Employment Contracts” provided below in Item 11 of this report.   There are no other agreements or arrangements governing change in control payments.


Evaluation


Mr. Eugene Landy is under an employment agreement with the Company.  His base compensation under his amended contract was increased in 2004 to $175,000 per year. Subsequent to the merger with Monmouth Capital in July 2007, his annual salary was increased to $225,000 (The Summary Compensation Table for Mr. Eugene Landy shows a salary of $225,000 and $74,270 in stock options, director’s fees and fringe benefits).  


The Committee also reviewed the progress made by Ms. Cynthia J. Morgenstern, Executive Vice President.  Ms. Morgenstern is under an employment agreement with the Company.  Her base compensation under this contract is $241,006 for 2009.  Ms. Morgenstern received bonuses totaling $12,934 and $51,533 in stock options, director’s fees and fringe benefits.  


The Committee has also approved the recommendations of the president concerning the other named executives’ annual salaries, bonuses, option grants and fringe benefits.  


Compensation Committee Report


The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the board that the Compensation Discussion and Analysis be included in this report.

Compensation Committee:

Stephen B. Wolgin

Matthew I. Hirsch



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Summary Compensation Table


The following Summary Compensation Table shows compensation paid or accrued by the Company for services rendered during 2009, 2008, and 2007 to the named executive officers.  There were no other executive officers whose aggregate compensation allocated to the Company exceeded $100,000.  


Name and

Principal Position

Fiscal

Year

Salary

($)

Bonus

($)

Option

Awards

($) (7)


Change in

Pension Value

And Nonqualified

Deferred Compensation

Earnings

($)

All Other

Compensation ($)

Total ($)

Eugene W. Landy

2009

$225,000

$-0-

$14,950

$43,320 (1)

$16,000 (2)

$299,270

President and CEO

2008

225,000

-0-

22,750

43,815 (1)

35,500 (2)

327,065

 

2007

183,333

30,000

-0-

44,273 (1)

19,000 (2)

276,606

        

Anna T. Chew (3)

2009

$62,050

$-0-

$11,500

$-0-

$-0-

$73,550

Chief Financial

2008

73,400

-0-

11,500

-0-

-0-

84,900

   Officer

2007

37,000

-0-

-0-

-0-

-0-

37,000

        

Cynthia J. Morgenstern

2009

$241,006

$12,934

$11,500

$-0-

$40,033 (4)

$305,473

Executive Vice

2008

224,191

17,542

11,500

-0-

39,583 (4)

292,816

   President

2007

208,550

16,423

-0-

-0-

39,115 (4)

264,088

        

Michael P. Landy

2009

$190,575

$10,471

$5,750

$-0-

$23,674 (5)

$230,470

Executive Vice Pres -

2008

181,500

14,192

5,750

-0-

23,376 (5)

224,818

   Investments

2007

165,000

13,038

-0-

-0-

8,868 (5)

186,906

        

Maureen E. Vecere

2009

$139,000

$7,504

$5,750

$-0-

$5,500 (6)

$157,754

Controller and

2008

130,075

10,596

5,750

-0-

4,465 (6)

150,886

    Treasurer

2007

118,250

9,770

-0-

-0-

3,514 (6)

131,534

        


Notes:


(1)

Amount is accrual for pension and other benefits of $43,320, $43,815 and $44,273 for 2009, 2008 and 2007, respectively, in accordance with Mr. Landy’s employment contract.


(2)

Represents Director’s fees of $16,000, $18,000 and $19,000 for 2009, 2008 and 2007, respectively, paid to Mr. Landy; and legal fees paid to the firm of Eugene W. Landy of $-0-, $17,500 and $-0- for 2009, 2008 and 2007, respectively.


(3)

Ms. Anna Chew, the Company’s Chief Financial Officer, is an employee of and is paid by UMH Properties, Inc, an affiliated REIT.  Approximately 25% of her compensation cost is allocated by UMH and reimbursed by the Company, pursuant to a cost sharing arrangement between the Company and UMH.  Please see UMH annual report on Form 10-K for details of Ms. Chew employment agreement and compensation arrangement.



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(4)

Represents Director’s fees of $16,000, $18,000 and $19,000 in 2009, 2008, and 2007, respectively and fringe benefits (including the use of an automobile) and discretionary contributions by the Company to the Company’s 401(k) Plan allocated to an account of the named executive officer.


(5)

Represents Director’s fees of $16,000, $18,000 and $4,000 in 2009, 2008 and 2007, respectively, and fringe benefits and discretionary contributions by the Company to the Company’s 401(k) Plan allocated to an account of the named executive officer.  Approximately 35% of this employee’s compensation cost is allocated to and reimbursed by UMH, pursuant to a cost sharing agreement between the Company and UMH.


(6)

Represents discretionary contributions by the Company to the Company’s 401(k) Plan allocated to an account of the named executive officer.


(7)

These values were established using the Black-Scholes stock option valuation model. See Note No. 11 to the Consolidated Financial Statements for assumptions used in the model.  The actual value of the options will depend upon the performance of the Company during the period of time the options are outstanding and the price of the Company’s common stock on the date of exercise.


Stock Option Plan


Options to purchase 245,000 shares were granted in 2009 and no options were exercised in 2009.  Options to purchase 245,000 shares were granted during 2008 and options to purchase 14,000 shares were exercised during 2008.  No options were granted or exercised during fiscal 2007.  As of September 30, 2009, the number of options remaining for future grant is 1,402,620.  Due to the merger with Monmouth Capital in 2007, options to purchase 214,000 shares of Monmouth Capital became exercisable in accordance with their existing terms for 140,170 shares of the Company stock at exercise prices adjusted for the stock conversion ratio.   To the extent that an option to purchase Monmouth Capital common stock was not yet vested at the effective time of the merger, the option remained subject to the same terms and conditions of vesting as in effect immediately before the merger.  



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Grants of Plan-Based Awards


On July 26, 2007, the 2007 Stock Option Plan (the 2007 Plan) was approved by the shareholders authorizing the grant to officers, directors and key employees, of options to purchase up to 1,500,000 shares of common stock.  Options may be granted any time up through December 31, 2016.  No option shall be available for exercise beyond ten years.  All options are exercisable after one year from the date of grant.  The option price shall not be below the fair market value at date of grant.  Canceled or expired options are added back to the “pool” of shares available under the Plan.


The following table sets forth, for the executive officers named in the Summary Compensation Table, information regarding individual grants of stock options made during the year ended September 30, 2009:





Name



Grant Date

Number of

Shares

 Underlying

 Options (1)


Exercise Price

of Option

Award



Grant Date Fair

Value (2)

Eugene W. Landy

10/20/08

65,000

$7.25

$14,950

Anna T. Chew

10/20/08

50,000

7.25

11,500

Cynthia J. Morgenstern

10/20/08

50,000

7.25

11,500

Michael P. Landy

10/20/08

25,000

7.25

5,750

Maureen E. Vecere

10/20/08

25,000

7.25

5,750


(1)

These options expire 8 years from grant date.

(2)

These values were established using the Black-Scholes stock option valuation model.  The following weighted-average assumptions were used in the model:  expected volatility of 16.41%; risk-free interest rate of 3.38%; dividend yield of 8.3%; expected life of options of 8 years; and -0- estimated forfeitures.  The actual value of the options will depend upon the performance of the Company during the period of time the options are outstanding and the price of the Company’s common stock on the date of exercise.  

 



54








The following table sets forth for the executive officers named in the Summary Compensation Table, information regarding stock options outstanding at September 30, 2009:


Outstanding Equity Awards at Fiscal Year End


Name

Number of

Securities

Underlying

Unexercised

Options

Exercisable

Number of

Securities

Underlying

Unexercised

Options

Unexercisable  (2)



Option

exercise

price

($)



Option

expiration

date

     

Eugene W. Landy

-0-

65,000 (1)

$7.25

10/20/16

 

65,000

-0-

8.22

12/12/15

 

16,375

-0-

8.05

01/22/15

 

65,000

-0-

8.15

08/02/14

 

16,375

-0-

8.70

09/21/13

 

65,000

-0-

8.28

08/10/13

 

65,000

-0-

7.89

08/03/12

 

65,000

-0-

6.90

01/22/11

 

65,000

-0-

7.13

06/21/10

 

32,750

-0-

5.04

10/04/09

     

Anna T. Chew

-0-

50,000 (1)

$7.25

10/20/16

 

50,000

-0-

7.80

03/10/16

 

6,550

-0-

8.05

01/22/15

 

50,000

-0-

8.04

09/12/14

 

6,550

-0-

8.70

09/21/13

 

50,000

-0-

8.28

08/10/13

 

50,000

-0-

7.41

05/20/12

 

16,000

-0-

7.13

06/21/10

     

Cynthia J. Morgenstern

-0-

50,000 (1)

$7.25

10/20/16

 

50,000

-0-

7.80

03/10/16

 

6,550

-0-

8.05

01/22/15

 

50,000

-0-

8.04

09/12/14

 

6,550

-0-

8.70

09/21/13

 

50,000

-0-

8.28

08/10/13

 

50,000

-0-

7.41

05/20/12

     

Michael P. Landy

-0-

25,000 (1)

$7.25

10/20/16

 

25,000

-0-

7.80

03/10/16

 

9,825

-0-

8.05

01/22/15

 

25,000

-0-

8.04

09/12/14

 

9,825

-0-

8.70

09/21/13

 

25,000

-0-

8.28

08/10/13

(1)

These options became exercisable on October 20, 2009.  

(2)

All options are exercisable one year from date of grant.



55








Name

Number of

Securities

Underlying

Unexercised

Options

Exercisable

Number of

Securities

Underlying

Unexercised

Options

Unexercisable  (2)



Option

exercise

price

($)



Option

expiration

date

     

Maureen E. Vecere

-0-

25,000 (1)

$7.25

10/20/16

 

25,000

-0-

7.80

03/10/16

 

6,550

-0-

8.05

01/22/15

 

25,000

-0-

8.04

09/12/14

 

6,550

-0-

8.70

09/21/13

 

25,000

-0-

8.28

08/10/13

 

15,000

-0-

7.41

5/20/12

(1)

These options became exercisable on October 20, 2009.

(2)

All options are exercisable one year from date of grant.


Employment Agreements


Effective January 1, 2004, Eugene W. Landy entered into an amended employment agreement with the Company that will expire on December 31, 2009. The employment agreement renews for successive one-year terms, unless either party gives written notice of termination to the other party.  Mr. Eugene Landy’s amended employment agreement provides for annual base compensation of $175,000 and a pension payment of $50,000 per year, payable each year through December 31, 2013, which will increase to $55,000 per year if the Company completes a transaction that results in a 100% increase in the Company’s market capitalization. Prior to the merger with Monmouth Capital, Mr. Eugene Landy was paid $50,000 for acting as the president of Monmouth Capital.  This additional salary amount was assumed by the Company upon consummation of the merger and its continuation was approved by the board of directors.   Pursuant to the amended employment agreement, Mr. Eugene Landy will receive, each year, an option to purchase 65,000 shares of the Company common stock and may receive bonuses in amounts determined by the Company’s board of directors, based upon progress towards achieving certain target levels of growth in market capitalization, funds from operations and dividends per share. The amended employment agreement provides that Mr. Eugene Landy is entitled to five weeks paid vacation and to participate in the Company’s employee benefits plans at any time he is entitled to receive pension benefits. The amended employment agreement also provides for aggregate severance payments of $500,000, payable to Mr. Eugene Landy upon the termination of his employment for any reason, in increments of $100,000 per year for five years, disability payments, payable to Mr. Eugene Landy in the event of his disability (as defined in the amended employment agreement) for a period of three years, equal to Mr. Eugene Landy’s salary and a death benefit of $500,000 payable to Mr. Eugene Landy’s designated beneficiary. Upon the termination of Mr. Eugene Landy’s employment following or as a result of certain types of transactions that lead to a significant increase in the Company’s market capitalization, the amended employment agreement provides that Mr. Eugene Landy will receive a grant of 35,000 to 65,000 shares of the Company common stock, depending on the amount of the increase in the Company’s market capitalization, all of his outstanding options to purchase shares of the Company common stock will become immediately vested and he will be entitled to continue to receive benefits under the Company’s health, dental, insurance and similar plans for one year. The merger does not trigger any of these provisions of the amended employment agreement, although the growth in market capitalization of the Company that would occur upon closing of the merger is one of many factors that the Company’s board of directors may consider in determining the amount of Mr. Eugene Landy’s bonus, if any. The amended employment agreement is terminable by the Company’s board of directors at any time by reason of Mr. Eugene Landy’s death or disability or for cause, which is defined in the amended employment agreement as a termination of the agreement if the Company’s board of directors determines in good faith that Mr. Eugene Landy failed to substantially perform his duties to the Company (other than due to his death or disability), or has engaged in conduct the consequences of which are materially adverse to the Company, monetarily or otherwise. Upon



56







termination of the amended employment agreement, Mr. Eugene Landy will remain entitled to the disability, severance, death and pension benefits provided for in the amended employment agreement.  On April 14, 2008, the Company executed the Third Amendment (the amendment) to Eugene W. Landy’s employment agreement.  The amendment provides that in the event of a change in control of the Company, Eugene W. Landy shall receive a lump sum payment of $2,500,000, provided that the sale price of the Company is at least $10 per share of common stock.  A change of control shall be defined as the consummation of a reorganization, merger, share exchange, consolidation, or sale or disposition of all or substantially all of the assets of the Company.  This change of control provision shall not apply to any combination between the Company and UMH.  Payment shall be made simultaneously with the closing of the transaction, and only in the event that the transaction closes.


Effective January 1, 2007, the Company and Cynthia J. Morgenstern entered into an employment agreement that will expire on December 31, 2009.  The employment agreement renews for successive one-year terms, unless either party gives written notice of termination to the other party.  Under this employment agreement, Ms. Morgenstern is entitled to receive a base salary of $208,550 for the year ending December 31, 2007, and is entitled to increases of 7.5% for the years ending December 31, 2008 and 2009, plus bonuses, if any, in amounts determined by the Company’s board of directors or president.  Pursuant to this employment agreement, the Company’s president must request annually that the Company’s stock option committee grant Ms. Morgenstern an option to purchase 50,000 shares of the Company’s Common Stock, although the employment agreement does not require that the stock option committee grant any options.  Ms. Morgenstern’s employment agreement provides for four weeks paid vacation, the use of an automobile, reimbursement of her reasonable and necessary business expenses and that Ms. Morgenstern is entitled to participate in the Company’s employee benefit plans.  Ms. Morgenstern’s employment agreement also requires the Company to reimburse Ms. Morgenstern for the cost of a disability insurance policy such that, in the event of Ms. Morgenstern’s disability for a period of more than 90 days, Ms. Morgenstern will receive benefits equal to her then-current salary.  In the event of a merger, sale or change of control of the Company, which is defined in Ms. Morgenstern’s employment agreement as a change in voting control of the Company or change in control of 25% or more of the Company’s board of directors by other than its existing directors and excludes transactions between the Company and UMH, Ms. Morgenstern will have the right to terminate the employment agreement or extend the employment agreement for three years from the date of the change in control.  If there is a termination of employment for any reason, Ms. Morgenstern shall be entitled to receive one year’s compensation at the date of termination.  The compensation is to be at the greater of current compensation at the date of merger or change in control.   



57








Effective January 1, 2009, the Company and Michael P. Landy, Executive Vice President – Investments, entered into a three-year employment agreement, under which Mr. Michael Landy receives an annual base salary of $190,575 for 2009 with increases of 5% for 2010 and 2011, plus bonuses and customary fringe benefits.  The employment agreement renews for successive one-year terms, unless either party gives written notice of termination to the other party.  Mr. Michael Landy will also receive four weeks vacation.  The Company will reimburse the Mr. Michael Landy for the cost of a disability insurance policy such that, in the event of his disability for a period of more than 90 days, he will receive benefits up to 60% of his then-current salary.  In the event of a merger, sale or change of voting control of the Company, excluding transactions between the Company and UMH, Mr. Michael Landy will have the right to extend and renew this employment agreement so that the expiration date will be three years from the date of merger, sale or change of voting control, or the employee may terminate the employment agreement and be entitled to receive one year’s compensation in accordance with the agreement.  If there is a termination of employment by the Company for any reason, either involuntary or voluntary, including the death of Mr. Michael Landy, other than a termination for cause as defined by the agreement, he shall be entitled to the greater of the salary due under the remaining term of the agreement or one year’s compensation at the date of termination, paid monthly over the remaining term or life of the agreement.  Approximately 35% of Mr. Michael Landy’s compensation is allocated to UMH pursuant to a cost sharing arrangement between the Company and UMH.


Effective January 1, 2009, the Company and Maureen E. Vecere, Controller and Treasurer, entered into a three-year employment agreement, under which Ms. Vecere receives an annual base salary of $139,000 for 2009 with increases of 7% for 2010 and 2011, plus bonuses and customary fringe benefits The employment agreement renews for successive one-year terms, unless either party gives written notice of termination to the other party.    Ms. Vecere will also receive four weeks vacation.  The Company will reimburse Ms. Vecere for the cost of a disability insurance policy such that, in the event of her disability for a period of more than 90 days, she will receive benefits up to 60% of her then-current salary.  In the event of a merger, sale or change of voting control of the Company, excluding transactions between the Company and UMH, Ms. Vecere will have the right to extend and renew this employment agreement so that the expiration date will be three years from the date of merger, sale or change of voting control, or the employee may terminate the employment agreement and be entitled to receive one year’s compensation in accordance with the agreement.  If there is a termination of employment by the Company for any reason, either involuntary or voluntary, including the death of Ms. Vecere, other than a termination for cause as defined by the agreement, she shall be entitled to the greater of the salary due under the remaining term of the agreement or one year’s compensation at the date of termination, paid monthly over the remaining term or life of the agreement.  



58







Director Compensation

The Directors receive a fee of $1,500 for each Board Meeting attended, $500 for each Board phone meeting, and an additional fixed annual fee of $10,000 payable quarterly.  Directors appointed to board committees receive $150 for each meeting attended.  Those specific committees are Nominating Committee, Compensation Committee and Audit Committee.  The table below sets forth a summary of director compensation for the fiscal year ended September 30, 2009.

      





Director



Annual Board

Cash Retainer

($)



Meeting

Fees

($)



Committee

Fees

($)



Option

Awards

($)

Total Fees

Earned or Paid in

Cash

($)

      

Ernest Bencivenga (1)

$10,000

4,500

$-0-

$-0-

$14,500

Anna T. Chew (2)

10,000

6,000

-0-

-0-

16,000

Daniel D. Cronheim

10,000

6,000

-0-

-0-

16,000

Catherine B. Elflein (3)

10,000

6,000

600

-0-

16,600

Neal Herstik (5)

10,000

6,000

150

-0-

16,150

Matthew I. Hirsch (3)(4)(5)

10,000

6,000

900

-0-

16,900

Charles Kaempffer (1)

10,000

3,000

450

-0-

13,450

Joshua Kahr (2)

10,000

6,000

-0-

-0-

16,000

Eugene W. Landy

10,000

6,000

-0-

-0-

16,000

Michael P. Landy (2)

10,000

6,000

-0-

-0-

16,000

Samuel A. Landy

10,000

6,000

-0-

-0-

16,000

Cynthia J. Morgenstern

10,000

6,000

-0-

-0-

16,000

Scott L. Robinson (3)

10,000

6,000

600

-0-

16,600

Eugene Rothenberg (2)

10,000

6,000

-0-

-0-

16,000

Stephen B. Wolgin (3)(4)(5)

10,000

6,000

900

-0-

16,900

Total

$150,000

$85,500

$3,600

$-0-

$239,100

(1)

Emeritus directors are retired directors who are not entitled to vote on board resolutions however they receive directors’ fees for participation in the board meetings.

(2)

These directors were former Monmouth Capital board members who were appointed to the Company’s board of directors upon consummation of the merger.

(3)

The Audit Committee for 2009 consists of Mr. Hirsch, Mr. Wolgin, Mr. Robinson and Ms. Elflein. The board had determined that Mr. Wolgin and Ms. Elflein are considered “audit committee financial experts” within the meaning of the rules of the SEC and are “financially sophisticated” within the meaning of the listing requirements of the NASDAQ Global Select Market.

(4)

Mr. Hirsch and Mr. Wolgin are members of the Compensation Committee.

(5)

Mr. Herstik, Mr. Hirsch, and Mr. Wolgin are members of the Nominating Committee.

Pension Benefits

Except as provided in the specific agreements described above, the Company has no pension or other post-retirement plans in effect for officers, directors or employees.  The Company’s employees may elect to participate in the 401(k) plan of UMH Properties, Inc.


Other Information



59







Daniel D. Cronheim is a Director of the Company and Executive Vice President of David Cronheim Company (Cronheim) and CMS.  Daniel Cronheim received $16,000, $18,000 and $19,000 for Director’s fees in 2009, 2008 and 2007, respectively.  The David Cronheim Company received $20,352, $3,219 and $33,273 in lease commissions in 2009, 2008 and 2007, respectively.  The David Cronheim Mortgage Corporation, an affiliated company, received $-0-, $-0- and $47,250 in mortgage brokerage commissions in 2009, 2008 and 2007, respectively.  CMS received $42,558 for a real estate commission on the sale of the South Brunswick, New Jersey property in 2007.


During fiscal 2009, 2008 and 2007, the Company was subject to management contracts with CMS for a fixed fee of $380,000.  CMS provides sub-agents as regional managers for the Company’s properties and compensates them out of this management fee.   The Company paid CMS management fees (net of allocation to the minority owner of the Somerset, New Jersey shopping center) of $375,477, $375,477 and $367,976 in fiscal 2009, 2008 and 2007, respectively, for the management of the properties subject to the management contract.


Compensation Committee Interlocks and Insider Participation


There are no compensation committee interlocks and no member of the compensation committee has served as an officer or employee of the Company or any of its subsidiaries at any time.




60







ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

                  MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The following table lists information with respect to the beneficial ownership of the Company’s common stock (the shares) as of September 30, 2009 by:

·

each person known by the Company to beneficially own more than five percent of the Company’s outstanding shares;

·

the Company’s directors;

·

the Company’s executive officers; and

·

all of the Company’s executive officers and directors as a group.

Unless otherwise indicated, the person or persons named below have sole voting and investment power and that person’s address is c/o Monmouth Real Estate Investment Corporation, Juniper Business Plaza, 3499 Route 9 North, Suite 3-C, Freehold, New Jersey 07728.  In determining the number and percentage of shares beneficially owned by each person, shares that may be acquired by that person under options exercisable within 60 days of September 30, 2009 are deemed beneficially owned by that person and are deemed outstanding for purposes of determining the total number of outstanding shares for that person and are not deemed outstanding for that purpose for all other shareholders.


Name and Address
of Beneficial Owner

Amount and Nature
of Beneficial

Ownership(1)

Percentage
of Shares
Outstanding(2)

  

   

Oakland Financial Corporation
34200 Mound Road

Sterling Heights, Michigan  48310

2,402,847(3)

9.32%

UMH Properties, Inc.        

2,010,786(4)

7.80%

Anna T. Chew

377,254(5)

1.45%

Daniel D. Cronheim

87,127(6)

*

Catherine B. Elflein

3,875(7)

*

Neal Herstik

7,527(8)

*

Matthew I. Hirsch

61,102(9)

*

Joshua Kahr

982

*

Eugene W. Landy

1,741,209(10)

6.62%



61









Name and Address
of Beneficial Owner

Amount and Nature
of Beneficial

Ownership(1)

Percentage
of Shares
Outstanding(2)


Samuel A. Landy

330,592(11)

1.28%

Michael P. Landy

282,227(12)

1.09%

Cynthia J. Morgenstern

324,834(13)

1.25%

Allison Nagelberg


1,459(14)


*

Scott Robinson

7,000(15)

*

Eugene D. Rothenberg

72,096

*

Maureen E. Vecere

131,389(16)

*

Stephen B. Wolgin

18,487(17)

*

Directors and Officers as a

     group


3,447,160


12.70%



*Less than 1%.


(1)

Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the Company believes that the persons named in the table have sole voting and investment power with respect to all shares listed.


(2)

Based on the number of shares outstanding on September 30, 2009, which was 25,783,779.


(3)

Based on Schedule 13D as of July 7, 2008, filed with the SEC by Oakland Financial Corporation (“Oakland”), Liberty Bell Agency, Inc. (“Liberty Bell”), and Cherokee Insurance Company (“Cherokee”), as of July 7, 2008, Oakland owns 110,602, Liberty Bell owns 594,813, Cherokee owns 1,574,322, Erie Manufactured Home Properties, LLC, owns 82,542, Apache Ventures, LLC, owns 15,000, and Matthew T. Maroun owns 25,568.  This filing with the SEC by Oakland, indicates that Oakland shares voting and dispositive power with respect to those shares with Liberty Bell, Cherokee, Erie Manufactured Homes, Apache Ventures, LLC, all of which are wholly-owned subsidiaries of Oakland.  Matthew T. Moroun is the Chairman of the Board and controlling stockholder of Oakland, Liberty Bell and Cherokee.


(4)

Based on Schedule Form 4 filed on September 15, 2009, filed with the SEC by UMH Properties, Inc. which indicates that UMH has sole voting and dispositive power with respect to 2,010,786 shares.  Included in the 2,010,786 shares held, UMH owns $5,000,000 of the 2005 Debentures, representing 436,681 shares on a converted basis at $11.45 per share.


(5)     

Includes (a) 82,954 shares owned jointly with Ms. Chew’s husband; and (b) 15,200 shares held in Ms. Chew’s 401(k) Plan.  As a co-trustee of the UMH 401(k), Ms. Chew has shared voting power over the shares held by the UMH 401(k).  She, however, disclaims beneficial ownership of all of the shares held by the UMH 401(k), except for the 15,200 shares held by the UMH 401(k) for her benefit.  Includes 279,100 shares issuable upon exercise of stock options.  



62








(6)

Includes 15,000 shares issuable upon exercise of stock options.


(7)

Includes 2,300 shares owned jointly with Ms. Elflein’s husband.


(8)

Includes 5,000 shares issuable upon the exercise of stock options.


(9)

Includes 50,102 shares owned jointly with Mr. Hirsch’s wife and 11,000 shares issuable upon exercise of stock options.


(10)

Includes (a) 129,490 shares owned by Mr. Landy’s wife; (b) 213,242 shares held in the E.W. Landy Profit Sharing Plan of which Mr. Landy is a trustee and has shared voting and dispositive power; (c) 179,292 shares held in the E.W. Landy Pension Plan over which Mr. Landy has shared voting and dispositive power; (d) 13,048 Shares held in Landy Investments Ltd., over which Mr. Landy has shared voting and dispositive power; (e) 86,200 shares held in the Eugene W. and Gloria Landy Family Foundation, a charitable trust, over which Mr. Landy has shared voting and dispositive power; and (f) 5,000 Shares in Juniper Plaza Associates.  Includes 520,500 shares issuable upon the exercise of stock options.     


(11)

Includes (a) 20,383 shares owned by Mr. Landy’s wife; (b) 82,236 shares held in custodial accounts for Mr. Landy’s minor children under the New Jersey Uniform Transfers to Minors Act with respect to which he disclaims any beneficial interest but he has sole dispositive and voting power; (c) 24,379 shares in the Samuel Landy Family Limited Partnership; and (d) 42,816 shares held in the UMH 401(k) Plan.  As a co-trustee of the UMH 401(k), Mr. Landy has shared voting power over the shares held by the UMH 401(k).  He, however, disclaims beneficial ownership of all of the shares held by the UMH 401(k), except for the 42,816 shares held by the UMH 401(k) for his benefit.  Includes 15,000 shares issuable upon the exercise of stock options.


(12)

Includes 6,067 Shares held in Mr. Landy’s 401(k) Plan over which he has sole dispositive power.  Includes (a) 12,875 shares owned by Mr. Landy’s wife; and (b) 97,384 shares held in custodial accounts for Mr. Landy’s minor children under the New Jersey Uniform Transfer to Minors Act in which he disclaims any beneficial interest but has power to vote.  Includes 119,650 shares issuable upon the exercise of stock options.


(13)  

Includes 1,681 shares held in Ms. Morgenstern’s 401(k) plan over which she has sole dispositive power.  Includes 263,100 shares issuable upon the exercise of stock options.  


(14)  

Includes 1,046 shares held in custodial accounts for Ms. Nagelberg’s minor children under the New Jersey Uniform Transfers to Minors Act with respect to which she disclaims any beneficial interest but she has sole dispositive and voting power.


(15)

Includes 5,000 shares issuable upon the exercise of stock options.


(16)  

Includes (a) 219 Shares held in Ms. Vecere’s 401(k) Plan over which she has sole dispositive power; and (b) 3,010 shares held in custodial accounts for Ms. Vecere’s minor children under the New Jersey Uniform Transfers to Minors Act with respect to which she disclaims any beneficial interest but she has sole dispositive and voting power.  Includes 128,100 shares issuable upon the exercise of stock options.


(17)   

Includes 1,408 shares owned by Mr. Wolgin’s wife.



63







ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE


The Company has a note receivable from Mr. Eugene W. Landy with a balance of $984,375 at September 30, 2009 and 2008 which is included in Loans to Officers, Directors and Key Employees included under Shareholders’ Equity.  This note was signed on April 30, 2002 and is due on April 30, 2012.  The interest rate is fixed at 5% and the note is collateralized by 150,000 shares of the Company stock.  In addition, the Company had a note receivable outstanding from Mr. Landy for $180,000 which was included in Tenant and Other Receivables as of September 30, 2006 and 2005.  This note was signed on July 25, 2002 and was due and paid in full on July 25, 2007. The interest rate on this loan reset to the prime rate annually on the anniversary date and the note was not collateralized.  Interest earned on both of these notes during 2009, 2008 and 2007 was $49,219, $49,219 and $63,653, respectively.


Daniel D. Cronheim is a Director of the Company and Executive Vice President of David Cronheim Company (Cronheim) and CMS.  Daniel Cronheim received $16,000, $18,000 and $19,000 for Director’s fees in 2009, 2008 and 2007, respectively.  The David Cronheim Company received $20,352, $3,219 and $33,273 in lease commissions in 2009, 2008 and 2007, respectively.  The David Cronheim Mortgage Corporation, an affiliated company, received $-0-, $-0- and $47,250 in mortgage brokerage commissions in 2009, 2008 and 2007, respectively.  Cronheim Management Company received $42,558 for a real estate commission on the sale of the South Brunswick, New Jersey property in 2007.


CMS, a division of David Cronheim Company, received the sum of $375,477, $375,477 and $367,976 for management fees during the years ended 2009, 2008 and 2007, respectively.   During 2009, 2008 and 2007, the Company was subject to a management contract with CMS.  For the calendar years 2009, 2008 and 2007, the management fee was fixed at $380,000.  Management believes that the aforesaid fees are no more than what the Company would pay for comparable services elsewhere.


Prior to the merger with Monmouth Capital on July 31, 2007, the Company operated as part of a group of three public companies (all REITs) which included the Company, UMH Properties, Inc (UMH) and Monmouth Capital Corporation (the affiliated companies).  Some general and administrative expenses were allocated between the affiliated companies based on use or services provided.  Allocations of salaries and benefits are made based on the amount of the employees’ time dedicated to each affiliated company. On July 31, 2007, Monmouth Capital was merged into the Company.  Subsequent to July 31, 2007, shared expenses are allocated between the Company and UMH.  


There are five Directors of the Company who are also Directors and shareholders of UMH.  The Company holds common stock of UMH in its securities portfolio.  On October 10, 2008, the Company repurchased $1,000,000 principal amount at par of 2013 Debentures which were held by UMH as of September 30, 2008.


On July 22, 2008, the Company sold its 44,719 square foot industrial property in Ramsey, New Jersey to HSM Acquisitions Partners, Inc. and other related parties, for a selling price of $4,050,000.  The decision to sell the property and the terms of the sale were recommended by the Company’s Business Judgment Committee, whose members consist of independent directors.  The Business Judgment Committee obtained an independent appraisal of the property to assist in determining the contract terms.  The Company believes that the terms of the sale are comparable to what the Company could have agreed to with an unrelated party.   A one-third interest in the purchasing group is held by the President of CMS, the Company’s real estate advisor, who is also the father of one of the non-executive Directors of the Company.  The majority of the purchasing group is unrelated to the Company.   No real estate commission was paid on this transaction.


No director, executive officer, or any immediate family member of such director or executive officer may enter into any transaction or arrangement with the Company without the prior approval of the Board of Directors.  The Board of Directors will appoint a Business Judgment Committee consisting of independent directors who are also independent of the transaction or arrangement.  This Committee will recommend to the Board of Directors



64







 approval or disapproval of the transaction or arrangement.  In determining whether to approve such a transaction or arrangement, the Business Judgment Committee will take into account, among other factors, whether the transaction was on terms no less favorable to the Company than terms generally available to third parties and the extent of the executive officer’s or director’s involvement in such transaction or arrangement.  While the Company does not have specific written standards for approving such related party transactions, such transactions are only approved if it is in the best interest of the Company and its shareholders.  Additionally, the Company’s Code of Business Conduct and Ethics requires all directors, officers and employees who may have a potential or apparent conflict of interest to immediately notify the Company’s General Counsel.  Further, to identify related party transactions, the Company submits and requires our directors and executive officers to complete director and officer questionnaires identifying any transactions with the Company in which the director, executive officer or their immediate family members have an interest.  


See identification of independent directors under Item 10 and committee members under Item 11.


ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES


Reznick served as the Company’s independent registered public accountants for the years ended September 30, 2007 and the first two quarters of the year ended September 30, 2008.  The following are fees billed by Reznick in connection with services rendered:


 

2009

 

2008

    

Audit Fees

$-0-

 

$39,000

Audit Related Fees

14,750

 

-0-

Tax Fees

-0-

 

49,000

All Other Fees

-0-

 

-0-

    Total Fees

$14,750

 

$88,000


Audit fees include professional services rendered for the audit of the Company’s annual financial statements, management’s assessment of internal controls, and reviews of financial statements included in the Company’s quarterly reports on Form 10-Q.    


Audit related fees include services that are normally provided by the Company’s independent auditors in connection with statutory and regulatory filings, such as consents and assistance with and review of documents filed with the Securities and Exchange Commission.


Tax fees include professional services rendered for the preparation of the Company’s federal and state corporate tax returns and supporting schedules as may be required by the Internal Revenue Service and applicable state taxing authorities.  Tax fees also include other work directly affecting or supporting the payment of taxes, including planning and research of various tax issues.



65








PKF served as the Company’s independent registered public accountants for the quarter ended June 30, 2008 and years ended September 30, 2009 and 2008.  The following are fees billed by and accrued to PKF in connection with services rendered:

 

2009

 

2008

    

Audit Fees

$168,000

 

$120,000

Audit Related Fees

3,450

 

-0-

Tax Fees

40,000

 

-0-

All Other Fees

-0-

 

-0-

    Total Fees

$211,450

 

$120,000


Audit fees include professional services rendered for the audit of the Company’s annual financial statements, management’s assessment of internal controls, and reviews of financial statements included in the Company’s quarterly reports on Form 10-Q.    


Audit related fees include services that are normally provided by the Company’s independent auditors in connection with statutory and regulatory filings, such as consents and assistance with and review of documents filed with the Securities and Exchange Commission.


Tax fees include professional services rendered for the preparation of the Company’s federal and state corporate tax returns and supporting schedules as may be required by the Internal Revenue Service and applicable state taxing authorities.  Tax fees also include other work directly affecting or supporting the payment of taxes, including planning and research of various tax issues.


Audit Committee Pre-Approval Policy


The Audit Committee has adopted a policy for the pre-approval of audit and permitted non-audit services provided by the Company’s principal independent accountants.  The policy requires that all services provided by our independent registered public accountants to the Company, including audit services, audit-related services, tax services and other services, must be pre-approved by the Committee, and all have been so approved.  The pre-approval requirements do not prohibit day-to-day normal tax consulting services, which matters will not exceed $10,000 in the aggregate.  


The Audit Committee has determined that the provision of the non-audit services described above is compatible with maintaining PKF’s independence.




66







PART IV



ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES

     

             

 

PAGE(S)

  

(a) (1)

  The following Financial Statements are filed as part of this report:

 
  

      (i)     a)  Report of Independent Registered Public Accounting Firm

72

               b)  Report of Independent Registered Public Accounting Firm

73

  

      (ii)    Consolidated Balance Sheets as of September 30, 2009 and 2008

74-75

  

     (iii)

 Consolidated Statements of Income for the years ended

 September 30, 2009, 2008 and 2007


76-77

  

     (iv)

 Consolidated Statements of Shareholders’ Equity for the years ended

 September 30, 2009, 2008 and 2007


78-79

  

     (v)

 Consolidated Statements of Cash Flows for the years ended

 September 30, 2009, 2008 and 2007


80

  

    (vi)

 Notes to the Consolidated Financial Statements

81-115

  

(a) (2)

The following Financial Statement Schedule is filed as part

of this report:

 
  

    (i)

Schedule III - Real Estate and Accumulated Depreciation

as of September 30, 2009


116-124

  


All other schedules are omitted for the reason that they are not required, are not applicable, or the required information is set forth in the Consolidated Financial Statements or Notes hereto.



67







ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES



(a) (3)

Exhibits

  

(2)

Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession

  
 

2.1  Agreement and Plan of Merger dated March 24, 2003 by and between MREIC Maryland, Inc., a Maryland corporation ("Monmouth Maryland"), and Monmouth Real Estate Investment Corporation, a Delaware corporation ("Monmouth Delaware"), dated March 24, 2003 (incorporated by reference to the 2002 proxy filed by the Registrant with The Securities and Exchange Commission on April 7, 2003).(Registration No. 000-04258).


2.2 Agreement and Plan of Merger Among Monmouth Capital Corporation, Monmouth Real Estate Investment Corporation, and Route 9 Acquisition, Inc., dated as of March 26, 2007, (incorporated by reference to the 2007 proxy filed by the Registrant with The Securities and Exchange Commission on June 8, 2007)  (Registration No. 001-33177).

(3)

Articles of Incorporation and By-Laws

  
 

3.1 Articles of Incorporation of the Company, as amended (incorporated by reference to the S-3 filed by the Registrant with the Securities and Exchange Commission on September 1, 2009). (Registration No. 333-161668).


3.2   Bylaws of the Company, as amended (incorporated by reference to the S-3 filed by the Registrant with the Securities and Exchange Commission on September 1, 2009). (Registration No. 333-161668).

  
  
  
  
  



68








  

(10)

        Material Contracts


 

10.1 Employment Agreement with Mr. Eugene W. Landy dated December 9, 1994 (incorporated by reference to Form 10-K filed by the Registrant with the Securities and Exchange Commission on December 28, 1994).


10.2   Amended Employment Agreement with Mr. Eugene W. Landy dated June 26, 1997.

  
 

10.3 Amendment to Employment agreement with Mr. Eugene W. Landy dated November 5, 2003 (incorporated by reference to the 2004 proxy filed by the Registrant with the Securities and Exchange Committee on April 1, 2004) (Registration No. 000-04248).

 


10.4 Third Amendment to Employment Contract of Eugene W. Landy, dated April 14, 2008.  (incorporated by reference to the 8-K filed by the Registrant with the Securities and Exchange Commission on April 16, 2008.  (Registration No. 001-33177)

 

10.5 Employment Agreement with Cynthia J. Morgenstern dated January 1, 2007 (incorporated by reference to Form 10-Q filed by the Registrant with the Securities and Exchange Commission on May 9, 2007). (Registration No. 001-33177).

 

10.6

  Employment Agreement - Michael P. Landy, dated January 21, 2009. (incorporated by reference to the 8-K filed by the Registrant with the Securities and Exchange Commission on January 21, 2009).  (Registration No. 001-33177).


10.7

 Employment Agreement – Maureen E. Vecere, dated January 21, 2009 (incorporated by reference to the 8-K filed by the Registrant with the Securities and Exchange Commission on January 21, 2009). (Registration No. 001-33177).


 

10.8 Management Agreement with Cronheim Management Services dated August 1, 2006 (incorporated by reference to Form 10-K filed with the Securities and Exchange Commission on December 14, 2006). (Registration No. 001-33177).




69









 

10.9 Second Supplemental Indenture, dated November 20, 2007 among Monmouth Capital Corporation, Monmouth Real Estate Investment Corporation, and Wilmington Trust Company, as trustee, to Indenture, dated as of October 23, 2003 between Monmouth Capital Corporation and the Wilmington Trust Company, as trustee.

10.10 First Supplemental Indenture, dated July 31, 2007, among Monmouth Capital Corporation, Monmouth Real Estate Investment Corporation and Wilmington Trust Company, as trustee, to Indenture, dated as of October 23, 2003, between Monmouth Capital Corporation and Wilmington Trust Company, as trustee (incorporated by reference to Form 8-K filed by the Registrant with the Securities Exchange Commission on August 2, 2007). (Registration No. 001-33177).

10.11 Indenture, dated as of October 23, 2003, between Monmouth Capital Corporation and Wilmington Trust Company, as trustee (incorporated by reference to Form 8-K filed by the Registrant with the Securities Exchange Commission on August 2, 2007). (Registration No. 001-33177).

10.12 Second Supplemental Indenture, dated November 20, 2007 among Monmouth Capital Corporation, Monmouth Real Estate Investment Corporation, and Wilmington Trust Company, as trustee, to Indenture, dated March 30, 2005, between Monmouth Capital Corporation and the Wilmington Trust Company, as trustee.

10.13 First Supplemental Indenture, dated July 31, 2007, among Monmouth Capital Corporation, Monmouth Real Estate Investment Corporation and Wilmington Trust Company, as trustee, to Indenture, dated as of March 30, 2005, between Monmouth Capital Corporation and Wilmington Trust Company, as trustee (incorporated by reference to Form 8-K filed by the Registrant with the Securities Exchange Commission on August 2, 2007). (Registration No. 001-33177).

 10.14  Indenture, dated as of March 30, 2005, between Monmouth Capital Corporation and Wilmington Trust Company, as trustee (incorporated by reference to Form 8-K filed by the Registrant with the Securities Exchange Commission on August 2, 2007). (Registration No. 001-33177).

 

10.15  Dividend Reinvestment and Stock Purchase Plan of Monmouth Real Estate Investment Corporation (incorporated by reference to Form S-3D filed by the Registrant with the Securities and Exchange Commission on February 7, 2008). (Registration No. 333-149110).

 

10.16 Monmouth Real Estate Investment Corporation’s 2007 Stock Option Plan.  (incorporated herein by reference to the Registrant's Current Report on Form 8-K, filed on August 1, 2007). (Registration No.001-33177).


(14)

Code of Business Conduct and Ethics (incorporated by reference to Form 10-K filed by the Registrant with the Securities and Exchange Commission on December 14, 2004).  (Registration No. 000-04258).

 (21)

Subsidiaries of the Registrant

 

(a)  Monmouth Capital Corporation, a New Jersey corporation

 

(b)  MRC I LLC, a Wisconsin limited liability company

 

(c)  MREIC Financial, Inc., a Maryland corporation



70








 

(d)  Palmer Terrace Realty Associates, LLC, a New Jersey limited liability company

 

(e)  Wheeling Partners, LLC, an Illinois limited liability company

 

(f)   Jones EPI, LLC, a Delaware limited liability company

  

(23.1)

Consent of Reznick Group.

(23.2)

Consent of PKF, Certified Public Accountants, A Professional Corporation.

(31.1)

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

(31.2)

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

(32)

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  

(99)

Audit Committee Charter, as amended January 16, 2008 (incorporated by reference from the

 Company’s 2008 10-K as filed with the Securities and Exchange Commission on December

11, 2008.)  (Registration No. 01-33177).



71







Report of Independent Registered Public Accounting Firm



The Board of Directors and Shareholders

Monmouth Real Estate Investment Corporation



We have audited the accompanying consolidated balance sheets of Monmouth Real Estate Investment Corporation (the “Company”) as of September 30, 2009 and 2008 and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the two years in the period ended September 30, 2009.  Our audit also included the financial statement schedule listed in the Index at Item 15(a)(2)(i).  These financial statements and schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and schedule based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Monmouth Real Estate Investment Corporation at September 30, 2009 and 2008, and the consolidated results of its operations and its cash flows for each of the two years in the period ended September 30, 2009, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of September 30, 2009 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 9, 2009 expressed an unqualified opinion thereon.





/s/ PKF

Certified Public Accountants

A Professional Corporation

New York, New York

December 9, 2009



72









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and
Stockholders of Monmouth Real Estate Investment Corporation


We have audited the consolidated balance sheet (not presented) of Monmouth Real Estate Investment Corporation as of September 30, 2007, and the related consolidated statements of income, shareholders’ equity and cash flows for the year ended September 30, 2007. Monmouth Real Estate Investment Corporation’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Monmouth Real Estate Investment Corporation as of September 30, 2007, and the results of its operations and its cash flows for the year ended September 30, 2007 in conformity with accounting principles generally accepted in the United States of America.



/s/  Reznick Group, P.C.


 

Baltimore, Maryland

  

December 12, 2007, except for Note 7 as to which the date is December 9, 2009

 




73







MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30,




ASSETS

 

2009

 

2008

     

Real Estate Investments:

    

   Land

$

70,530,817

$

69,895,817

   Buildings, Improvements and Equipment, net of

      Accumulated  Depreciation of ­­­­$49,298,190 and    

      $40,819,491, respectively

 



275,349,764

 



276,709,455

    Total Real Estate Investments

 

345,880,581

 

346,605,272

     

Real Estate Held for Sale

 

2,724,261

 

2,747,379

Cash and Cash Equivalents

 

6,080,888

 

5,348,262

Securities Available for Sale at Fair Value

 

27,824,665

 

21,005,663

Tenant and Other Receivables

 

367,258

 

978,317

Deferred Rent Receivable

 

1,202,420

 

1,235,309

Loans Receivable, net

 

391,692

 

457,436

Prepaid Expenses

 

590,265

 

384,884

Financing Costs, net of Accumulated Amortization of  

     $1,333,133 and  $1,009,588, respectively

 


2,317,679

 


2,282,342

Lease Costs, net of Accumulated Amortization of

     $361,486  and $240,404, respectively

 


858,368

 


728,491

Intangible Assets, net of Accumulated Amortization of

    $3,561,925 and $2,219,496, respectively

 


6,200,014

 


7,238,143

Other Assets

 

336,687

 

66,099

     

TOTAL ASSETS

$

394,774,778

$

389,077,597






See Accompanying Notes to the Consolidated Financial Statements




74







MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONT’D)

AS OF SEPTEMBER 30,




LIABILITIES AND SHAREHOLDERS' EQUITY

 

2009

 

2008

     

Liabilities:

    

Mortgage Notes Payable

$

192,050,283

$

191,947,632

Subordinated Convertible Debentures

 

13,990,000

 

14,990,000

Loans Payable

 

19,063,750

 

14,550,947

Accounts Payable and Accrued Expenses

 

2,083,542

 

1,944,271

Other Liabilities

 

2,696,053

 

2,114,627

     

    Total Liabilities

 

229,883,628

 

225,547,477

     

Minority Interest

 

3,393,446

 

3,619,156

     

Shareholders' Equity:

    

Series A – 7.625% Cumulative Redeemable Preferred

     Stock, $33,062,500 liquidation value, 1,322,500

     Shares Authorized; 1,322,500 Shares Issued

      and Outstanding as of September 30, 2009 and 2008




$




33,062,500




$




33,062,500

Common Stock  - $.01 Par Value, 35,000,000 Shares

     Authorized;  25,788,779 and 24,567,026 Issued as of

     September 30, 2009 and 2008, respectively and 25,783,779

     and 24,567,026 Shares Outstanding as of September 30, 2009

     and 2008, respectively

 





257,888

 





245,671

Excess Stock - $.01 Par Value, 5,000,000 Shares

     Authorized; No Shares Issued or Outstanding

 


-0-

 


-0-

Treasury Stock at Cost (5,000 and -0- Shares as of September

     30, 2009 and 2008, respectively)

 


(24,905)

 


-0-

Additional Paid-In Capital

 

125,606,953

 

133,943,807

Accumulated Other Comprehensive Income (Loss)

 

3,796,831

 

(6,139,451)

Loans to Officers, Directors and Key Employees

 

(1,201,563)

 

(1,201,563)

Undistributed Income

 

-0-

 

-0-

     

   Total Shareholders' Equity

 

161,497,704

 

159,910,964

     

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY


$


394,774,778


$


389,077,597


See Accompanying Notes to the Consolidated Financial Statements



75







MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED SEPTEMBER 30,


  

2009

 

2008

 

2007

INCOME:

      

   Rental & Reimbursement Revenue

 

$41,318,498

 

$39,148,259

 

$28,237,404

       

EXPENSES:

      

   Real Estate Taxes

 

6,586,939

 

6,083,951

 

4,295,853

   Operating Expenses

 

3,394,450

 

3,720,527

 

2,233,815

   General & Administrative Expense

 

2,803,219

 

2,798,005

 

2,385,202

   Depreciation

 

8,553,869

 

7,892,129

 

6,302,512

       

TOTAL EXPENSES

 

21,338,477

 

20,494,612

 

15,217,382

       

OTHER INCOME (EXPENSE):

      

Interest and Dividend Income

 

2,502,253

 

1,871,262

 

1,467,444

(Loss) Gain on Securities Transactions, net

 

(6,601,460)

 

(3,660,283)

 

156,723

Interest Expense

 

(13,897,398)

 

(13,138,767)

 

(8,969,087)

TOTAL OTHER INCOME   

   (EXPENSE)

 


(17,996,605)

 


(14,927,788)

 


(7,344,920)

       

INCOME FROM CONTINUING

    OPERATIONS BEFORE MINORITY

    INTEREST

 



1,983,416

 



3,725,859

 



5,675,102

       

Minority Interest

 

153,983

 

139,744

 

(24,702)

       

INCOME FROM CONTINUING  

     OPERATIONS

 


1,829,433

 


3,586,115

 


5,699,804

       

DISCONTINUED OPERATIONS:

      

Income (Loss) from Operations of

    Disposed Property

 


(176,532)

 


646,164

 


483,270

Gain on Sale of Investment Property

 

-0-

 

6,790,616

 

4,634,564

INCOME (LOSS) FROM

    DISCONTINUED OPERATIONS

 


(176,532)

 


7,436,780

 


5,117,834

       

NET INCOME

 

1,652,901

 

11,022,895

 

10,817,638

       

Preferred Dividend Declared

 

2,521,214

 

2,521,344

 

1,869,753

       

NET INCOME (LOSS) APPLICABLE TO

     COMMON SHAREHOLDERS

 


($868,313)

 


$8,501,551

 


$8,947,885


See Accompanying Notes to the Consolidated Financial Statements




76







MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED SEPTEMBER 30,


  

2009

 

2008

 

2007

       

PER SHARE INFORMATION:

      


BASIC EARNINGS (LOSS) - PER SHARE

      
       

Income from Continuing Operations

 

$.07

 

$.15

 

$.27

Less:  Preferred Dividends

 

(.10)

 

(.10)

 

(.10)

Income from Discontinued Operations

 

-0-

 

.30

 

.24

Net Income (Loss) Applicable to Common

    Shareholders – Basic

 


($.03)

 


$.35

 


$.41

       

DILUTED EARNINGS (LOSS) – PER SHARE

      
       

Income from Continuing Operations

 

$.07

 

$.15

 

$.27

Less:  Preferred Dividends

 

(.10)

 

(.10)

 

(.10)

Income from Discontinued Operations

 

-0-

 

.30

 

.24

Net Income (Loss) Applicable to Common

     Shareholders - Diluted

 


($.03)

 


$.35

 


$.41

       

WEIGHTED AVERAGE SHARES OUTSTANDING:

      

   Basic

 

24,981,427

 

24,131,497

 

21,050,803

   Diluted

 

24,988,386

 

24,172,194

 

21,149,725

       


See Accompanying Notes to the Consolidated Financial Statements




77







MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED SEPTEMBER 30,  2009, 2008, AND 2007

  


Common Stock Issued

 


Preferred Stock Issued

 


Additional Paid in

  

Number

Amount

 

Number

Amount

 

Capital

         

Balance September 30, 2006

 

20,186,663

201,867

 

-0-

-0-

 

108,112,387

Shares Issued in Connection

     with the DRIP

 


26,327


264

 


-0-


-0-

 


194,436

Shares Issued in Connection  

     with the Merger with

     Monmouth Capital Corp.

 



3,727,706



37,276

 



-0-



-0-

 



32,357,927

Shares Issued in Connection

     with a Public Offering

 


-0-


-0-

 


1,322,500


33,062,500

 


(1,478,034)

Distributions

 

-0-

-0-

 

-0-

-0-

 

(3,743,352)

Net Income Applicable to

     Common Shareholders

 


-0-


-0-

 


-0-


-0-

 


-0-

Stock Based Compensation

     Expense

 


-0-


-0-

 


-0-


-0-

 


104,552

Unrealized Net Holding -Loss

     on Securities Available for

     Sale, Net of Reclassification

     Adjustment

 




-0-




-0-

 




-0-




-0-

 




-0-

Balance September 30, 2007

 

23,940,696

239,407

 

1,322,500

33,062,500

 

135,547,916

Shares Issued in Connection

     with the DRIP

 


612,330


6,124

 


-0-


-0-

 


4,226,318

Shares Issued Through the

     Exercise of Stock Options

 


14,000


140

 


-0-


-0-

 


99,680

Distributions

 

-0-

-0-

 

-0-

-0-

 

(5,972,560)

Net Income Applicable to   

    Common Shareholders

 


-0-


-0-

 


-0-


-0-

 


-0-

Stock Based Compensation

     Expense

 


-0-


-0-

 


-0-


-0-

 


42,453

Unrealized Net Holding Loss

     on Securities Available for

     Sale, Net of Reclassification

     Adjustment

 




-0-




-0-

 




-0-




-0-

 




-0-

Balance September 30, 2008

 

24,567,026

$245,671

 

1,322,500

$33,062,500

 

$133,943,807

Shares Issued in Connection

     with the DRIP

 


1,221,753


12,217

 


-0-


-0-

 


7,438,287

Purchase of Treasury Stock

 

-0-

-0-

 

-0-

-0-

 

-0-

Distributions

 

-0-

-0-

 

-0-

-0-

 

(15,852,492)

Net Loss Applicable to   

    Common Shareholders

 


-0-


-0-

 


-0-


-0-

 


-0-

Stock Based Compensation

     Expense

 


-0-


-0-

 


-0-


-0-

 


77,351

Unrealized Net Holding Gain

     on Securities Available for

     Sale, Net of Reclassification

     Adjustment

 




-0-




-0-

 




-0-




-0-

 




-0-

Balance September 30, 2009

 

25,788,779

$257,888

 

1,322,500

$33,062,500

 

$125,606,953


See Accompanying Notes to the Consolidated Financial Statements



78







MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED SEPTEMBER 30, 2009, 2008 AND 2007, CONT’D.

  



Loans to

Officers, Directors and Key Employees






Treasury

Stock






Undistributed

Income (Loss)



Accumulated

Other

Compre-hensive

Income (Loss)





Total

Shareholders

Equity

 





Compre-hensive

Income

         

Balance September 30, 2006

 

($1,201,563)

$-0-

-0-

454,286

107,566,977

  

Shares Issued in Connection with

     the DRIP

 


-0-


-0-


-0-


-0-


194,700

  

Shares Issued in Connection with

     the Merger with

     Monmouth Capital Corp.

 



-0-



-0-



-0-



-0-



32,395,203

  

Shares Issued in Connection with

     a Public Offering

 


-0-


-0-


-0-


-0-


31,584,466

  

Distributions

 

-0-

-0-

(8,947,885)

-0-

(12,691,237)

  

Net Income Applicable to

     Common Shareholders

 


-0-


-0-


8,947,885

 


8,947,885

 


$8,947,885

Stock Based Compensation

     Expense

 


-0-


-0-


-0-


-0-


104,552

  

Unrealized Net Holding Loss on

     Securities Available for Sale,

     Net of Reclassification

     Adjustment

 




-0-




-0-




-0-




(888,244)




(888,244)

 




(888,244)

Balance September 30, 2007

 

($1,201,563)

$-0-

$-0-

($433,958)

$167,214,302

 

$8,059,641

Shares Issued in Connection

     with the DRIP

 


-0-


-0-


-0-


-0-


4,232,442

  

Shares Issued Through the

     Exercise of Stock Options

 


-0-


-0-


-0-


-0-


99,820

  

Distributions

 

-0-

-0-

(8,501,551)

-0-

(14,474,111)

  

Net Income Applicable to   

    Common Shareholders

 


-0-


-0-


8,501,551


-0-


8,501,551

 


$8,501,551

Stock Based Compensation

     Expense

 


-0-


-0-


-0-


-0-


42,453

  

Unrealized Net Holding Loss

     on Securities Available for

     Sale, Net of Reclassification

     Adjustment

 




-0-




-0-




-0-




(5,705,493)




(5,705,493)

 




(5,705,493)

Balance September 30, 2008

 

($1,201,563)

$-0-

$-0-

($6,139,451)

$159,910,964

 

$2,796,058

Shares Issued in Connection

     with the DRIP

 


-0-


-0-


-0-


-0-


7,450,504

  

Repurchase of Common Stock

 

-0-

(24,905)

-0-

-0-

(24,905)

  

Distributions

 

-0-

-0-

868,313

-0-

(14,984,179)

  

Net Loss Applicable to   

    Common Shareholders

 


-0-


-0-


(868,313)


-0-


(868,313)

 


($868,313)

Stock Based Compensation

     Expense

 


-0-


-0-


-0-


-0-


77,351

  

Unrealized Net Holding Gain

     on Securities Available for

     Sale, Net of Reclassification

     Adjustment

 




-0-




-0-




-0-




9,936,282




9,936,282

 




9,936,282

Balance September 30, 2009

 

($1,201,563)

($24,905)

$-0-

$3,796,831

$161,497,704

 

$9,067,969

See Accompanying Notes to the Consolidated Financial Statements



79







MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30,


 

2009

 

2008

 

2007

CASH FLOWS FROM OPERATING ACTIVITIES

     

  Net Income

$1,652,901

 

$11,022,895

 

$10,817,638

  Noncash Items Included in Net Income:

     

      Income (Loss) Allocated to Minority Interest

153,983

 

139,744

 

(24,702)

      Depreciation & Amortization

10,530,768

 

10,087,318

 

7,585,304

      Stock Based Compensation Expense

77,351

 

42,453

 

104,552

      Loss (Gain) on Securities Transactions, net

6,601,460

 

3,660,283

 

(156,723)

      Gain on Sale of Investment Property

-0-

 

(6,790,616)

 

(4,634,564)

  Changes in:

     

      Tenant, Deferred Rent & Other Receivables

643,948

 

(145,943)

 

(26,814)

      Prepaid Expenses & Other Assets

(789,653)

 

(270,352)

 

(277,752)

      Accounts Payable, Accrued Expenses & Other Liabilities

720,697

 

(306,947)

 

(162,640)

 NET CASH PROVIDED FROM OPERATING ACTIVITIES

19,591,455

 

17,438,835

 

13,224,299

      

CASH FLOWS FROM INVESTING ACTIVITIES

     

    Purchase of Real Estate & Intangible Assets

(4,088,300)

 

(18,838,680)

 

(28,560,668)

    Capital Improvements & Purchases of Equipment

(4,149,178)

 

(15,271,228)

 

(3,811,670)

    Decrease (Increase) in Construction in Progress

-0-

 

650,233

 

(290,597)

    Proceeds from Sale of Real Estate

-0-

 

10,486,277

 

8,150,557

    Purchase of Securities Available for Sale

(5,890,534)

 

(17,897,269)

 

(5,250,641)

    Proceeds from Sale of Securities Available for Sale

2,406,354

 

962,822

 

4,225,963

    Collections on Loans Receivable

65,744

 

76,843

 

10,188

NET CASH USED IN INVESTING ACTIVITIES

(11,655,914)

 

(39,831,002)

 

(25,526,868)

      

CASH FLOW FROM FINANCING ACTIVITIES

     

    Proceeds from Mortgages

11,125,073

 

29,400,000

 

19,765,000

    Principal Payments on Mortgages

(11,022,422)

 

(11,804,406)

 

(7,962,225)

    Net Proceeds from (Payments on) Loans

4,512,803

 

12,050,947

 

(7,426,019)

    Repurchase of Subordinated Convertible Debentures

(1,000,000)

 

-0-

 

-0-

    Financing Costs on Debt

(358,882)

 

(631,608)

 

(435,963)

    (Decrease) Increase in minority interest

(379,693)

 

(6,648)

 

509,507

    Proceeds from Issuance of  Common Stock

3,122,476

 

1,345,449

 

194,700

    Proceeds from Issuance of Preferred Stock

-0-

 

-0-

 

31,584,466

    Proceeds from Exercise of Options

-0-

 

99,820

 

-0-

    Repurchase of Common Stock, held in treasury

(24,905)

 

-0-

 

-0-

    Preferred Dividends Paid

(2,521,214)

 

(2,521,344)

 

(1,869,753)

    Dividends Paid, Net of Reinvestments

(10,656,151)

 

(11,587,118)

 

(12,691,237)

NET CASH (USED IN) PROVIDED FROM

     FINANCING  ACTIVITIES


(7,202,915)

 


16,345,092

 


21,668,476

      

Net Increase (Decrease) in Cash and Cash Equivalents

732,626

 

(6,047,075)

 

9,365,907

Cash and Cash Equivalents at Beginning of Year

5,348,262

 

11,395,337

 

2,029,430

      

CASH AND CASH EQUIVALENTS AT END OF YEAR

$6,080,888

 

$5,348,262

 

$11,395,337

      

See Accompanying Notes to the Consolidated Financial Statements



80







MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009


NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Description of the Business


Monmouth Real Estate Investment Corporation (a Maryland corporation) and its subsidiaries (the Company) operate as a real estate investment trust (REIT), deriving its income primarily from real estate rental operations.  As of September 30, 2009 and 2008, rental properties consisted of fifty-nine and fifty-eight holdings, respectively.  These properties are located in twenty-five states:  Alabama, Arizona, Colorado, Connecticut, Florida, Georgia, Illinois, Iowa, Kansas, Maryland, Michigan, Minnesota, Missouri, Mississippi,  North Carolina, Nebraska, New Jersey, New York, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, and Wisconsin.  The Company also owns a portfolio of investment securities.


On July 31, 2007, the Company completed a strategic combination (the merger) with Monmouth Capital Corporation (Monmouth Capital). As a result of the merger, each issued and outstanding share of Monmouth Capital’s common stock, par value $1.00 per share (MCC Common Stock), was converted into and exchanged for the right to receive 0.655 (the exchange ratio) shares (the merger consideration) of the Company’s common stock, par value $0.01 per share (common stock). The Company issued 3,727,706 shares of common stock as the merger consideration.  Following consummation of the merger, Monmouth Capital’s outstanding 8.0% Convertible Subordinated Debentures due 2013 and 8.0% Convertible Subordinated Debentures due 2015 (the Debentures) remained outstanding obligations of Monmouth Capital and became convertible into shares of the Company’s common stock, at conversion prices adjusted to reflect the exchange ratio.  As a result of the merger, the Company acquired a controlling interest in fourteen industrial properties totaling approximately 1,035,000 square feet and REIT securities of approximately $2,700,000.  


Use of Estimates


In preparing the financial statements, management is required to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from these estimates.


Principles of Consolidation and Minority Interest


The consolidated financial statements include the Company and its wholly-owned subsidiaries.  In 2001, the Company formed a wholly-owned subsidiary, MRC I, LLC (a Wisconsin limited liability company) to purchase the Cudahy, Wisconsin property and in 2005, the Company formed MREIC Financial, Inc., a taxable REIT subsidiary.  In 2007, the Company merged with Monmouth Capital, with Monmouth Capital surviving as a wholly-owned subsidiary.  Monmouth Capital owns the majority interest in the following limited liability companies:


Entity

Organized

Interest

Palmer Terrace Realty Associates, LLC

New Jersey

51%

Wheeling, Partners, LLC

Illinois

63.336%

Jones EPI, LLC

Delaware

65%




81







The Company consolidates the results of operations of the above limited liability companies with minority interests.  Minority interest represents the equity of the minority members in the above entities.  All intercompany transactions and balances have been eliminated in consolidation.


Buildings, Improvements and Equipment


Buildings, improvements and equipment are stated at the lower of depreciated cost or net realizable value.  Depreciation is computed based on the straight-line method over the estimated useful lives of the assets, utilizing a half-year convention in the year of purchase.  These lives range from 5 to 40 years.  


The Company has an undivided 2/3 interest in a shopping center located in Somerset, NJ.  The Company is entitled to its proportional share of income from the property and is severally liable for its proportional share of expenses and liabilities. The Company accounts for its undivided interest based upon its pro rata share of assets, liabilities, revenues and expenses.  


If there is an event or change in circumstances that indicates that the basis of an investment property may not be recoverable, management assesses the possible impairment of value through evaluation of the estimated future cash flows of the property, on an undiscounted basis, as compared to the property’s current carrying value.  A property’s carrying value would be adjusted to fair value, if necessary, to reflect impairment in the value of the property.


Gains on Sale of Real Estate


Gains on the sale of real estate investments are recognized by the full accrual method when the criteria for the method are met.  Generally, the criteria are met when the profit on a given sale is determinable, and the seller is not obliged to perform significant activities after the sale to earn the profit.


Acquisitions


The Company records direct costs and deposits associated with potential acquisitions to Other Assets.  Upon closing of the acquisition, the costs are reclassified to real estate investments.  The costs are expensed if the acquisition is not consummated.


Upon acquisition of a property, the Company allocates the purchase price of the property based upon the fair value of the assets acquired, which generally consist of land, buildings, leasing commissions and intangible assets, including in-place leases and above and below market leases. The Company allocates the purchase price to the fair value of the tangible assets of an acquired property generally determined by third party appraisal of the property obtained in conjunction with the purchase.


The purchase price is further allocated to in-place lease values based on management's evaluation of the specific characteristics of each tenant's lease and the Company's overall relationship with the respective tenant.  Acquired above and below market leases are valued based on the present value of the difference between prevailing market rates and the in-place rates over the remaining lease term. Acquired above and below market leases are amortized to rental revenue over the remaining non-cancelable terms of the respective leases. The value of in-place lease intangibles is amortized to amortization expense over the remaining lease term.  If a tenant terminates its lease early, the unamortized portion of the tenant improvements, leasing commissions, above and below market leases and the in-place lease value is immediately charged to expense.


Securities Available for Sale


The Company classifies its securities among three categories:  Held-to-maturity, trading and available-for-sale. The Company’s securities at September 30, 2009 and 2008 are all classified as available-for-sale and are carried at fair value based on quoted market prices.  Gains or losses on the sale of securities are calculated based on



82







the average cost method and are accounted for on a trade date basis.  Unrealized holding gains and losses are excluded from earnings and reported as a separate component of Shareholders’ Equity until realized.


A decline in the market value of any security below cost that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value.  Any impairment would be charged to earnings and a new cost basis for the security established.


Derivative Financial Instruments


The Company invested in futures contracts of ten-year treasury notes to reduce exposure of the debt securities portfolio to market rate fluctuations and to reduce the risk of refinancing fixed rate debt at higher interest rates.  These futures contracts do not qualify for hedge accounting under ASC 815-10, Derivatives and Hedging.  The contracts are marked-to-market and the unrealized gain or loss is recorded in the consolidated statement of income in Gain on Securities Transactions, net with corresponding amounts recorded in Other Assets or Other Liabilities on the consolidated balance sheet.  Gain or loss on settled futures contracts are also recorded as a component of Gain on Securities Transactions, net.  The Company closed out its futures contracts in May 2008.


Cash Equivalents


Cash and cash equivalents include all cash and investments with an original maturity of three months or less. The Company maintains its cash in bank accounts in amounts that may exceed federally insured limits.  The Company has not experienced any losses in these accounts in the past.  The fair value of cash and cash equivalents approximates their current carrying amounts since all such items are short-term in nature.


Intangible Assets, Lease Costs and Financing Costs


Intangible assets, consisting primarily of the value of in-place leases, are amortized to expense over the remaining terms of the respective leases.  Upon termination of a lease, the unamortized portion is immediately charged to expense.  Amortization expense related to these intangible assets was $1,443,636, $1,659,118 and $735,683, for the years ended September 30, 2009, 2008 and 2007, respectively.  The Company estimates that aggregate amortization expense for existing intangible assets will be approximately $1,040,000, $1,040,000, $1,037,000, $979,000 and $691,000 for each of the years 2010, 2011, 2012, 2013 and 2014 respectively.  The weighted-average amortization period upon acquisition for intangible assets recorded during 2009 and 2008 was 12 years and -0- years, respectively.


Costs incurred in connection with the execution of leases are deferred and are amortized over the term of the respective leases.  Unamortized lease costs are charged to expense upon cancellation of leases prior to the expiration of lease terms.  Costs incurred in connection with obtaining mortgages and other financings and refinancing are deferred and are amortized over the term of the related obligations.  Unamortized costs are charged to expense upon prepayment of the obligation.  Amortization expense related to these deferred assets was $480,839, $425,399 and $304,352 for the years ended September 30, 2009, 2008 and 2007, respectively.  The Company estimates that aggregate amortization expense for existing assets will be $556,000, $493,000, $457,000, $398,000 and $323,000 for the years 2010, 2011, 2012, 2013 and 2014, respectively.


Revenue Recognition


Rental income from tenants with leases having scheduled rental increases are recognized on a straight-line basis over the term of the lease.  Leases typically provide for reimbursement of real estate taxes, insurance, and other operating costs.  These occupancy charges are recognized as earned.


The Company provides an allowance for doubtful accounts against the portion of tenant and other receivables, loans receivable and deferred rent receivable which are estimated to be uncollectible. For accounts receivable the Company deems uncollectible, the Company uses the direct write-off method.



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Discontinued Operations


The Company has adopted ASC 360-10, Property Plant & Equipment (ASC 360-10).  ASC 360-10 addresses financial accounting and reporting for the disposal of long-lived assets that are considered a component.  A component is comprised of operations and cash flows that can clearly be distinguished, operationally and for financial reporting purposes, from the rest of the Company.   ASC 360-10 requires that the results of operations and gains or losses on the sale of a component of an entity be presented in discontinued operations if both of the following criteria are met: (a) the operations and cash flows of the property have been (or will be) eliminated from the ongoing operations of the Company as a result of the disposal transaction and (b) the Company will not have any significant continuing involvement in the operations of the property after the disposal transaction. ASC 360-10 also requires prior period results of operations for these properties to be restated and presented in discontinued operations in prior consolidated statements of income.


Net Income (Loss) Per Share


Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) plus interest expense related to the Debentures by the weighted-average number of common shares outstanding plus the weighted-average number of net shares that would be issued upon exercise of stock options pursuant to the treasury stock method, plus the number of shares resulting from the possible conversion of the Debentures during the period.  Interest expense of $1,119,200, $1,199,200 and $599,600 for 2009, 2008 and 2007, respectively and common shares totaling 1,304,148 for 2009 and 1,413,319 for 2008 and 2007, related to potential conversion of the Debentures are excluded from the calculation for 2009, 2008 and 2007, due to their antidilutive effect.  Options to purchase common shares in the amount of 6,959, 32,241 and 98,922 are included in the diluted weighted average shares outstanding for 2009, 2008 and 2007, respectively.  As of September 30, 2009, 2008 and 2007, options to purchase 317,741, 914,420 and 53,710 shares, respectively, were antidilutive.


Stock Option Plan


The Company accounts for stock options in accordance with ASC 718-10, Compensation-Stock Compensation.   ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period).  This compensation cost is determined using option pricing models, intended to estimate the fair value of the awards at the grant date.  Compensation costs of $77,351, $42,453 and $104,552 have been recognized in 2009, 2008 and 2007, respectively.  Included in Note No. 11 to these consolidated financial statements are the assumptions and methodology.


Income Tax


The Company has elected to be taxed as a REIT under Sections 856-860 of the Internal Revenue Code.  The Company will not be taxed on the portion of its income which is distributed to shareholders, provided it distributes at least 90% of its taxable income, has at least 75% of its assets in real estate investments and meets certain other requirements for qualification as a REIT.  The Company is subject to franchise taxes in some of the states in which the Company owns property.


Comprehensive Income


Comprehensive income is comprised of net income (loss) and other comprehensive income (loss).  Other comprehensive income (loss) consists of unrealized gains or losses on securities available for sale.


Reclassifications


Certain amounts in the consolidated financial statements for the prior years have been reclassified to conform to the financial statement presentation for the current year.



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Subsequent Events


Material subsequent events have been evaluated through December 9, 2009 and are disclosed in the accompanying consolidated financial statements.


New Accounting Pronouncements


In June 2009, the Financial Accounting Standards Board (FASB) issued the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, also known as FASB Accounting Standards Codification (ASC) 105-10, Generally Accepted Accounting Principles, (ASC 105-10).  ASC 105-10 establishes the FASB Accounting Standards Codification (Codification) as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities.   Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants.  The subsequent issuances of new standards will be in the form of Accounting Standards Updates (ASUs) that will be included in the Codification.  Generally, the Codification is not expected to change U.S. GAAP.  All other accounting literature excluded from the Codification will be considered nonauthoritative.  This ASC is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  The Company adopted this ASC for our quarter ended September 30, 2009.  The adoption did not have any effect on our financial condition or results of operations.  All accounting references have been updated, and therefore Statement of Financial Accounting Standards references have been replaced with ASC references.


ASC 810-10, Consolidations, which, among other things, provides guidance and establishes amended accounting and reporting standards for a parent company’s noncontrolling interest in a subsidiary.  The Company will adopt on October 1, 2009 and will change the presentation of the minority interest on the financial statements.  As of October 1, 2009, the noncontrolling interest will be reported separately within the equity section of the consolidated balance sheet.  


In August 2009, FASB issued ASU 2009-05, Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value.  This ASU clarifies how an entity should measure the fair value of liabilities and that the restrictions on the transfer of a liability should not be included in its fair value measurement. The effective date of this ASU is the first reporting period after the issuance date, August 26, 2009. The Company adopted this ASU for our quarter ended September 30, 2009.  The adoption of this ASU did not have a material effect on our financial condition or results of operations.


ASC 855-10, Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued.  ASC 855-10 requires an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet.  For unrecognized subsequent events that must be disclosed to keep the financial statements from being misleading, an entity will be required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made.  In addition, ASC 855-10 requires an entity to disclose the date through which subsequent events have been evaluated.  ASC 855-10 is effective for the interim or annual financial periods ending after June 15, 2009.  The Company adopted ASC 855-10 effective for the quarter ended June 30, 2009.  The adoption of this ASC did not have a material effect on our financial condition or results of operations.


The FASB provided additional application guidance and enhanced disclosures about fair value measurements and impairments of securities.  ASC 820-10, Fair Value Measurements and Disclosures, clarifies the objective and method of fair value measurement even when there has been a significant decrease in market activity for the asset being measured.  ASC 320-10, Investments-Debt and Equity Securities, establishes a new model for measuring other-than-temporary impairments for debt securities, including criteria for when to recognize a write-down through earnings versus other comprehensive income.  ASC 825-10, Financial Instruments, expands the fair value disclosures required for certain financial instruments to interim periods as well as in annual reports.  All of these ASCs are effective for interim and annual periods ending after June 15, 2009.  The Company adopted these



85







ASCs effective for the quarter ended June 30, 2009.  The adoption of these ASCs did not have a material effect on our financial condition or results of operations. However, adoption of ASC 825-10 resulted in increased disclosures in our consolidated financial statements.


ASC 805-10, Business Combinations and ASC 810-10, Consolidation, requires most identifiable assets, liabilities, noncontrolling interests and goodwill acquired in a business combination to be recorded at “full fair value” and require noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest holders. The provisions of ASC 805-10 and ASC 810-10 are effective for our fiscal year beginning October 1, 2009. ASC 805-10 will be applied to business combinations occurring after the effective date and ASC 810-10 will be applied prospectively to all changes in noncontrolling interests, including any that existed at the effective date.  The adoption of ASC 805-10 and ASC 810-10 effective October 1, 2009 for future business combinations may result in the recognition of certain types of expenses in our results of operations that are currently capitalized pursuant to existing accounting standards, among other potential impacts.   


ASC 815-10, Derivatives and Hedging, requires enhanced disclosures about (a) how and why derivative instruments are used, (b) how derivative instruments and related hedged items are accounted for and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. ASC 815-10 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  The Company adopted ASC 815-10 effective January 1, 2009.  The adoption of this ASC did not have a material effect on our financial condition or results of operations.


NOTE 2 – MERGER WITH MONMOUTH CAPITAL CORPORATION

On July 31, 2007, the Company merged with Monmouth Capital, a REIT, which had a controlling equity interest in fourteen industrial properties.  Monmouth Capital became a wholly-owned subsidiary of the Company.  Management believes the merger has provided a number of strategic and financial benefits.  The following are the industrial properties held by Monmouth Capital:

Location

   Sq  Feet

Ownership

Tenant

Carlstadt, NJ

      59,400

51%

Macy’s East, Inc.

White Bear Lake, MN

      59,425

100%

Federal Express Corp

Cheektowaga, NY

      84,923

100%

Federal Express Corp

Wheeling, IL

123,000

63.336%

FedEx Ground

Richmond, VA

60,000

100%

Carrier Sales & Dist

Quakertown, PA

37,660

100%

MagiKitch’n, Inc.

Montgomery, IL

171,200

100%

Home Depot USA, Inc.

Tampa, FL

68,385

100%

Kellogg Sales Company

Lakeland, FL

31,096

100%

Federal Express Corp

Augusta, GA

30,332

100%

Federal Express Corp

El Paso, TX

91,854

65%

FedEx Ground

Chattanooga, TN

67,775

100%

Federal Express Corp

Bedford Heights, OH

84,600

100%

Federal Express Corp

Kansas City, MO

65,067

100%

Kellogg Sales Company

 

1,034,717

  


These properties were subject to various mortgages as further detailed in Note No. 9.

As a result of the merger, pursuant to the terms of an Indenture, dated as of October 23, 2003, between Monmouth Capital and Wilmington Trust Company, as trustee (Trustee), Monmouth Capital’s outstanding 8% Convertible Subordinated Debentures Due 2013 became convertible into shares of the Company’s common stock at an adjusted conversion price of $9.16 per share and, pursuant to the terms of an Indenture, dated as of March 30, 2005, between Monmouth Capital and the Trustee, Monmouth Capital’s outstanding 8% Convertible Subordinated



86







Debentures Due 2015 became convertible into shares of the Company’s Common Stock at an adjusted conversion price of $11.45 per share.  

During 2008, the Company finalized the allocation of purchase price resulting in a reclassification of $3,847,000 from intangible assets to real estate investments.  The final allocation of the aggregate purchase price to the tangible and intangible net assets, is as follows:

Real estate investments

 

$84,450,220

Intangible assets

 

5,108,304

Securities available for sale

 

3,522,668

Cash

 

1,204,754

Notes receivable

 

544,467

Other assets

 

29,069

Mortgages

 

(40,355,224)

Convertible subordinated debentures

 

(14,990,000)

Notes payable

 

(1,707,475)

Accrued and other liabilities

 

(835,477)

Minority interest

 

(3,001,255)

Total allocated Purchase Price to net  assets acquired

 

$33,970,051

The results of operations of the real estate acquired from Monmouth Capital have been included in the Company’s consolidated financial statements since the merger date of July 31, 2007.  



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NOTE 3 – REAL ESTATE INVESTMENTS


The  following  is  a  summary  of  the  cost  and  accumulated  depreciation  of  the  Company's  land,  buildings, improvements and equipment at September 30, 2009 and 2008:


September 30, 2009

   

Buildings

  
 

Property

  

Improvements &

 

Accumulated

 

Type

Land

 

Equipment

 

Depreciation

ALABAMA:

      

Huntsville

Industrial

       $742,500

 

            $ 2,724,418

 

$294,285

ARIZONA:

      

Tolleson

Industrial

    1,320,000

 

           13,329,000

 

2,221,404

COLORADO:

      

Colorado Springs

Industrial

1,270,000

 

5,918,640

 

421,355

Denver

Industrial

    1,150,000

 

5,198,816

 

499,217

CONNECTICUT:

      

Newington

Industrial

       410,000

 

             2,966,486

 

647,520

FLORIDA:

      

Cocoa

Industrial

1,881,316

 

8,623,564

 

331,668

Ft. Myers

Industrial

    1,910,000

 

2,541,044

 

433,367

Jacksonville

Industrial

    1,165,000

 

4,907,830

 

1,283,695

Lakeland

Industrial

261,000

 

1,621,163

 

103,919

Orlando

Industrial

2,200,000

 

6,146,662

 

236,226

Punta Gorda

Industrial

660,000

 

3,441,992

 

209,357

Tampa (FDX Ground)

Industrial

    5,000,000

 

           12,660,003

 

1,785,754

Tampa (FDX)

Industrial

2,830,000

 

4,704,531

 

401,292

Tampa (Kelloggs)

Industrial

1,867,000

 

3,684,794

 

243,565

GEORGIA:

      

Augusta (FDX Ground)

Industrial

       613,000

 

4,707,993

 

406,879

Augusta (FDX)

Industrial

380,000

 

1,400,943

 

89,800

Griffin

Industrial

760,000

 

14,108,857

 

1,234,085

ILLINOIS:

      

Burr Ridge

Industrial

       270,000

 

1,286,745

 

382,556

Elgin

Industrial

    1,280,000

 

             5,529,488

 

1,063,320

Granite City

Industrial

       340,000

 

           12,046,675

 

2,317,354

Montgomery

Industrial

2,000,000

 

9,225,683

 

611,333

Schaumburg

Industrial

    1,039,800

 

3,866,158

 

1,264,099

Wheeling (2)

Industrial

5,112,120

 

13,401,113

 

909,453

IOWA:

      

Urbandale

Industrial

       310,000

 

1,854,515

 

727,127

KANSAS:

      

Edwardsville

Industrial

    1,185,000

 

             5,835,401

 

973,836

Topeka

Industrial

-0-

 

3,680,000

 

47,179

MARYLAND:

      

Beltsville

Industrial

    3,200,000

 

11,175,829

 

1,491,973

MICHIGAN:

      

Orion

Industrial

3,630,000

 

13,053,289

 

800,589

Romulus

Industrial

       531,000

 

             3,665,961

 

1,082,822

MINNESOTA:

      

White Bear Lake

Industrial

1,393,000

 

3,764,126

 

246,522




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September 30, 2009 (cont’d)

   

Buildings

  
 

Property

  

Improvements &

 

Accumulated

 

Type

Land

 

Equipment

 

Depreciation

MISSOURI:

      

Kansas City

Industrial

660,000

 

4,068,374

 

258,707

Liberty

Industrial

       723,000

 

             6,519,412

 

1,927,692

O' Fallon

Industrial

       264,000

 

3,569,775

 

1,297,335

St. Joseph

Industrial

       800,000

 

           11,753,964

 

2,561,633

MISSISSIPPI:

      

Ridgeland

Industrial

       218,000

 

1,510,404

 

695,355

Richland

Industrial

       211,000

 

             1,267,000

 

485,136

NORTH CAROLINA:

      

Fayetteville

Industrial

       172,000

 

4,687,862

 

1,464,650

Greensboro

Industrial

       327,100

 

             1,868,700

 

978,811

Monroe

Industrial

       500,000

 

             4,981,022

 

957,848

Winston-Salem

Industrial

       980,000

 

5,670,918

 

1,103,539

NEBRASKA:

      

Omaha

Industrial

    1,170,000

 

4,511,712

 

1,209,459

NEW JERSEY:

      

Carlstadt (2)

Industrial

1,194,000

 

3,645,501

 

210,296

Somerset (1)

Shopping Center

         55,182

 

1,302,315

 

1,176,435

NEW YORK:

      

Cheektowaga

Industrial

4,768,000

 

5,919,379

 

320,169

Orangeburg

Industrial

       694,720

 

2,999,606

 

1,608,698

OHIO:

      

Bedford Heights

Industrial

990,000

 

4,895,670

 

314,335

Richfield

Industrial

1,000,000

 

7,197,945

 

645,967

West Chester Township

Industrial

       695,000

 

4,366,253

 

959,631

PENNSYLVANIA:

      

Monaca

Industrial

       330,772

 

2,952,565

 

1,871,178

SOUTH CAROLINA:

      

Hanahan (FDX)

Industrial

       930,000

 

6,676,478

 

516,259

Hanahan (Norton)

Industrial

    1,129,000

 

11,843,474

 

1,365,797

TENNESSEE:

      

Chattanooga

Industrial

300,000

 

4,464,711

 

286,193

Shelby County

Vacant Land

11,065

 

-0-

 

-0-

TEXAS:

      

El Paso (2)

Industrial

2,088,242

 

4,514,427

 

289,387

VIRGINIA:

      

Charlottesville

Industrial

    1,170,000

 

2,849,200

 

766,374

Richmond (FDX)

Industrial

    1,160,000

 

6,436,570

 

1,411,307

Richmond (Carrier)

Industrial

446,000

 

3,910,500

 

248,430

Roanoke

Industrial

1,853,000

 

4,817,298

 

302,983

WISCONSIN:

      

Cudahy

Industrial

       980,000

 

8,375,200

 

1,303,035

       

Total as of September 30, 2009

 

$70,530,817

 

$324,647,954

 

$49,298,190

(1)

This represents the Company's 2/3 undivided interest in the property.

(2)

The Company owns a majority interest in the entities which own these properties.



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September 30, 2008

   

Buildings

  
 

Property

  

Improvements &

 

Accumulated

 

Type

Land

 

Equipment

 

Depreciation

ALABAMA:

      

Huntsville

Industrial

       $742,500

 

            $ 2,724,418

 

$223,857

ARIZONA:

      

Tolleson

Industrial

    1,320,000

 

           13,329,000

 

1,879,649

COLORADO:

      

Colorado Springs

Industrial

1,270,000

 

5,832,770

 

270,712

Denver

Industrial

    1,150,000

 

5,202,267

 

365,933

CONNECTICUT:

      

Newington

Industrial

       410,000

 

             2,966,486

 

571,234

FLORIDA:

      

Cocoa

Industrial

1,881,316

 

8,623,564

 

110,554

Ft. Myers

Industrial

    1,910,000

 

             2,537,968

 

364,942

Jacksonville

Industrial

    1,165,000

 

4,805,016

 

1,165,003

Lakeland

Industrial

261,000

 

1,621,163

 

62,352

Orlando

Industrial

2,200,000

 

6,133,800

 

78,638

Punta Gorda

Industrial

660,000

 

3,441,992

 

120,893

Tampa (FDX Ground)

Industrial

    5,000,000

 

           12,660,003

 

1,461,142

Tampa (FDX)

Industrial

2,830,000

 

4,704,531

 

279,900

Tampa (Kelloggs)

Industrial

1,867,000

 

3,684,794

 

146,593

GEORGIA:

      

Augusta (FDX Ground)

Industrial

       613,000

 

4,436,367

 

289,629

Augusta (FDX)

Industrial

380,000

 

1,400,943

 

53,880

Griffin

Industrial

760,000

 

13,692,115

 

877,659

ILLINOIS:

      

Burr Ridge

Industrial

       270,000

 

1,259,794

 

345,757

Elgin

Industrial

    1,280,000

 

             5,529,488

 

921,544

Granite City

Industrial

       340,000

 

           12,046,675

 

2,008,282

Montgomery

Industrial

1,365,000

 

9,860,683

 

375,212

Schaumburg

Industrial

    1,039,800

 

3,866,158

 

1,135,973

Wheeling (2)

Industrial

5,112,120

 

13,399,758

 

451,152

IOWA:

      

Urbandale

Industrial

       310,000

 

1,854,515

 

671,938

KANSAS:

      

Edwardsville

Industrial

    1,185,000

 

             5,835,401

 

820,680

MARYLAND:

      

Beltsville

Industrial

    3,200,000

 

             10,959,452

 

1,209,982

MICHIGAN:

      

Orion

Industrial

3,630,000

 

13,053,289

 

464,829

Romulus

Industrial

       531,000

 

             3,665,961

 

988,827

MINNESOTA:

      

White Bear Lake

Industrial

1,393,000

 

3,764,126

 

146,102




90










September 30, 2008 (cont’d)

   

Buildings

  
 

Property

  

Improvements &

 

Accumulated

 

Type

Land

 

Equipment

 

Depreciation

MISSOURI:

      

Kansas City

Industrial

660,000

 

4,068,374

 

157,025

Liberty

Industrial

       723,000

 

             6,519,412

 

1,758,992

O' Fallon

Industrial

       264,000

 

3,569,775

 

1,190,981

St. Joseph

Industrial

       800,000

 

           11,753,964

 

2,260,262

MISSISSIPPI:

      

Jackson

Industrial

       218,000

 

1,360,404

 

643,677

Richland

Industrial

       211,000

 

             1,267,000

 

452,642

NORTH CAROLINA:

      

Fayetteville

Industrial

       172,000

 

4,687,862

 

1,335,297

Greensboro

Industrial

       327,100

 

             1,868,700

 

919,922

Monroe

Industrial

       500,000

 

             4,981,022

 

830,135

Winston-Salem

Industrial

       980,000

 

5,670,918

 

954,856

NEBRASKA:

      

Omaha

Industrial

    1,170,000

 

4,467,417

 

1,078,748

NEW JERSEY:

      

Carlstadt (2)

Industrial

1,194,000

 

3,645,501

 

116,822

Freehold Corporate Office

Equipment

-0-

 

                  50,469

 

48,386

Somerset (1)

Shopping Center

         55,182

 

1,214,894

 

1,162,938

NEW YORK:

      

Cheektowaga

Industrial

4,768,000

 

3,883,971

 

192,748

Orangeburg

Industrial

       694,720

 

2,999,606

 

1,509,712

OHIO:

      

Bedford Heights

Industrial

990,000

 

4,895,670

 

188,491

Richfield

Industrial

1,000,000

 

7,197,945

 

461,404

West Chester Township

Industrial

       695,000

 

4,366,253

 

821,498

PENNSYLVANIA:

      

Monaca

Industrial

       330,772

 

2,486,136

 

1,770,417

SOUTH CAROLINA:

      

Hanahan (FDX)

Industrial

       930,000

 

6,473,976

 

346,925

Hanahan (Norton)

Industrial

    1,129,000

 

11,843,474

 

1,062,118

TENNESSEE:

      

Chattanooga

Industrial

300,000

 

4,464,711

 

171,713

Shelby County

Vacant Land

11,065

 

-0-

 

-0-

TEXAS:

      

El Paso (2)

Industrial

2,088,242

 

4,514,427

 

173,631

VIRGINIA:

      

Charlottesville

Industrial

    1,170,000

 

             2,845,000

 

693,006

Richmond (FDX)

Industrial

    1,160,000

 

6,436,570

 

1,242,671

Richmond (Carrier)

Industrial

446,000

 

3,910,500

 

148,029

Roanoke

Industrial

1,853,000

 

4,817,298

 

179,215

WISCONSIN:

      

Cudahy

Industrial

       980,000

 

8,375,200

 

1,084,382

       

Total as of September 30, 2008

 

$69,895,817

 

$317,528,946

 

$40,819,491


(1)

This represents the Company's 2/3 undivided interest in the property.

(2)

The Company owns a majority interest in the entities which own these properties.



91








NOTE 4 – ACQUISITIONS AND DISPOSITIONS


Fiscal 2009


Acquisitions


On September 17, 2009, the Company purchased a 40,000 square foot industrial building in Topeka, Kansas.  The building is 100% net-leased to Coca-Cola Enterprises through September 30, 2021.  The purchase price including closing costs was approximately $4,088,000.  The Company obtained a mortgage of $2,687,573 (see Note No. 9) at a fixed interest rate of 6.50% per year and used the margin loan to fund the acquisition.    Management estimated that the value of the lease at purchase was approximately $408,300.


Expansions


The Company expanded the industrial building in Griffin, Georgia.  Construction was completed in December 2008 and total costs were approximately $416,000.   The building was expanded from 215,720 square feet to 217,970 square feet and the parking lot was expanded by 11,000 square feet.   As of June 2009, the annual rent increased from $1,093,700 ($5.07 per square foot) to approximately $1,169,000 ($5.36 per square foot).


The Company expanded the industrial building in Cheektowaga, New York.  Construction was substantially completed in August 2009 and total construction costs were approximately $2,200,000.  The building was expanded from 84,923 square feet to 104,981 square feet.   Annual rent increased from $686,479 ($8.08 per square foot) to $961,838 ($9.16 per square foot) and the lease was extended through August 2019.  


Fiscal 2008


Acquisitions


On November 30, 2007, the Company purchased an 89,101 square foot industrial building in Cocoa, Florida.  The building is 100% net-leased to FDX Ground through November 19, 2016.  The purchase price including closing costs was approximately $10,505,000. The Company obtained a mortgage of $7,150,000 (see Note No. 9) at a fixed interest rate of 6.29% and used its line of credit to fund the acquisition.


On September 25, 2008, the Company purchased an 110,638 square foot industrial building in Orlando, Florida.  The building is 100% net-leased to FDX through November 30, 2017.  The purchase price including closing costs was approximately $8,335,000.  The Company obtained a mortgage of $5,800,000 (see Note No. 9) at a fixed interest rate of 6.56% and used proceeds from the sale of the industrial property in Franklin, Massachusetts to fund the acquisition.  This property is the replacement property in a like-kind exchange transaction that will qualify for tax-deferred treatment under Section 1031 of the Internal Revenue Code (see disposition below).    


Dispositions


On June 3, 2008, the Company sold an 84,376 square foot industrial building in Franklin, Massachusetts for $6,685,000 ($79 per square foot).  The property was leased to Kellogg Sales Company at   the time of the sale and was leased through January 2010 at an annual rent of approximately $6.25 per square foot or $527,000.  The Company recognized a gain on the sale of $3,268,496.  The operating results and gain on sale are presented as discontinued operations.  The property was not subject to a mortgage, and is intended to serve as the relinquished property in a 1031 like-kind exchange transaction.   


On July 22, 2008, the Company sold its 44,719 square foot industrial property in Ramsey, New Jersey to HSM Acquisitions Partners, Inc. and other related parties, for a selling price of $4,050,000.  The decision to sell the property and the terms of the sale were recommended by the Company’s Business Judgment Committee, whose members consist of independent directors.  The Business Judgment Committee obtained an independent appraisal of



92







the property to assist in determining the contract terms.    The Company believes that the terms of the sale are comparable to what the Company could have agreed to with an unrelated party.  A one-third interest in the purchasing group is held by the President of CMS, the Company’s real estate advisor, who is also the father of one of the non-executive Directors of the Company.  The majority of the purchasing group is unrelated to the Company.  No real estate commission was paid on this transaction.  The operating results and gain on sale are presented as discontinued operations.  The Company recognized a gain on the sale of $3,522,120.


Expansions


The Company expanded the industrial building in Beltsville, Maryland.  Construction was completed in August 2008 and total costs were approximately $5,400,000.  The building was expanded from 109,705 square feet to 147,668 square feet.   Annual rent increased from $898,835 ($8.19 per square foot) to $1,426,104 ($9.66 per square foot) and the lease was extended through July 2018.   


The Company expanded the industrial building leased to FDX Ground in Augusta, Georgia.  Construction was completed in August 2008 and total costs were approximately $1,665,000.  The building was expanded from 38,210 square feet to 59,358 square feet.   Annual rent increased from $278,579 ($7.29 per square foot) to $453,457 ($7.64 per square foot) and the lease was extended through August 2018.  


The Company expanded the industrial building leased to FDX Ground in Hanahan, South Carolina.  Construction was completed in July 2008 and total costs were approximately $2,900,000.  The building was expanded from 54,286 square feet to 91,776 square feet.   Annual rent increased from $373,823 ($6.89 per square foot) to $675,239 ($7.36 per square foot) and the lease was extended through July 2018.  


The Company expanded the industrial building leased to FDX Ground in Denver, Colorado.  Construction was completed in July 2008 and total costs were approximately $1,412,000.  The building was expanded from 60,361 square feet to 69,865 square feet.   Annual rent increased from $421,460 ($6.98 per square foot) to $564,206 ($8.08 per square foot) and the lease was extended through July 2018.  


The Company expanded the industrial building leased to FDX Ground in Colorado Springs, Colorado.  Construction was completed in September 2008 and total costs were approximately $2,300,000.  The building was expanded from 53,202 square feet to 68,370 square feet.   Annual rent increased from $411,823 ($7.74 per square foot) to $644,729 ($9.43 per square foot) and the lease was extended through September 2018.  



93








NOTE 5 – INTANGIBLE ASSETS


Intangible assets consist of the estimated value of the leases at acquisition for the following properties and are amortized over the term of the lease:

  

9/30/09

 

9/30/08

     

Denver, CO

 

$46,043

 

$54,984

Hanahan, SC (Norton)

 

825,433

 

969,964

Augusta, GA

 

109,573

 

131,093

Richfield, OH

 

290,566

 

330,415

Colorado Springs, CO

 

272,204

 

316,949

Griffin, GA

 

473,764

 

538,613

Roanoke, VA

 

348,051

 

400,930

Carlstadt, NJ

 

-0-

 

61,372

Wheeling, IL

 

1,525,772

 

1,759,224

Quakertown, PA

 

166,017

 

525,928

Tampa, FL (Kellogg’s)

 

-0-

 

6,411

Lakeland, FL

 

82,006

 

107,261

El Paso, TX

 

923,993

 

1,154,511

Chattanooga, TN

 

15,794

 

20,804

Bedford Heights, OH

 

213,455

 

266,708

Kansas City, MO

 

110,970

 

149,126

Orion, MI

 

390,868

 

443,850

Topeka, KS

 

405,505

 

-0-

Total Intangible Assets, net

 

$6,200,014

 

$7,238,143


Amortization expense related to these intangible assets was $1,443,636, $1,659,118 and $735,683, for the years ended September 30, 2009, 2008 and 2007, respectively.  The Company estimates that aggregate amortization expense for existing assets will be approximately $1,040,000, $1,040,000, $1,037,000, $979,000 and $691,000 for each of the years 2010, 2011, 2012, 2013 and 2014, respectively.  


NOTE 6 – SIGNIFICANT CONCENTRATIONS OF CREDIT RISK


The Company has approximately 6,132,000 square feet of property, of which approximately 2,910,000 square feet, or 47%, is leased to FDX and subsidiaries (17% to FDX and 30% to FDX subsidiaries) and approximately 279,000 square feet, or 5%, is leased to Keebler Company (a subsidiary of the Kellogg Company).   Rental and reimbursement revenue from FDX and subsidiaries totaled approximately $24,526,000, $21,918,000 and $14,266,000 for the years ended September 30, 2009, 2008 and 2007, respectively.  Rental and reimbursement revenue from Keebler/Kellogg totaled approximately $2,044,000, $2,081,000 and $1,891,000 for the years ended September 30, 2009, 2008 and 2007, respectively.  During 2009, 2008 and 2007, rental income and occupancy charges from properties leased to these companies approximated 64%, 61% and 55% of total rental and reimbursement revenue, respectively.



94








Information on these tenants is provided below.   The information has been obtained from sources believed to be reliable, but neither its accuracy nor its completeness is guaranteed.



Tenant

 

S&P Credit Rating at

September 30, 2009

 

Federal Express Corporation (FDX)

 


BBB/Stable/NR

 
    

Kellogg Company (K)

 

BBB+/Stable/A-2


 


NOTE 7 – DISCONTINUED OPERATIONS


Discontinued operations in fiscal 2009 include the operations of the property in Quakertown, Pennsylvania which was classified as held for sale as of September 30, 2009.  Discontinued operations in fiscal 2008 include the operations of properties in Quakertown, Pennsylvania as well as properties in Franklin, Massachusetts and Ramsey, New Jersey, both of which were sold in fiscal 2008.  Discontinued operations in fiscal 2007 include the 3 properties mentioned above and a vacant property in S. Brunswick, New Jersey sold in August 2007.  The following table summarizes the components of discontinued operations:


 

2009

 

2008

 

2007

      

Rental and reimbursement revenue

$349,015

 

$1,040,366

 

$1,173,436

Real Estate Taxes

(47,241)

 

(120,757)

 

(268,315)

Operating Expenses

(22,880)

 

(138,389)

 

(166,446)

Depreciation & Amortization

(383,029)

 

(135,056)

 

(255,405)

Interest expense

(72,397)

 

-0-

 

-0-

Income (Loss) from Operations of Disposed Property

(176,532)

 

646,164

 

483,270

Gain on Sale of Investment Property

-0-

 

6,790,616

 

4,634,564

Income (Loss) from Discontinued Operations

($176,532)

 

$7,436,780

 

$5,117,834


Cash flows from discontinued operations for the year ended September 30, 2009, 2008 and 2007 are combined with the cash flows from operations within each of the three categories presented.  Cash flows from discontinued operations are as follows:


  

2009

 

2008

 

2007

       

Cash flows from Operations

 

$206,677

 

($6,009,396)

 

($3,895,889)

Cash flows from Investing Activities

 

-0-

 

10,486,277

 

8,150,557

Cash flows from Financing Activities

 

(206,677)

 

(4,476,881)

 

(4,254,668)

       

The absence of cash flows from discontinued operations is not expected to materially affect future liquidity and capital resources.



95








NOTE 8 – SECURITIES AVAILABLE FOR SALE


The Company’s securities available for sale consist primarily of common and preferred stock of other REITs and debt securities.  The Company does not own more than 10% of the outstanding shares of any of these issuers, nor does it have controlling financial interest.


The following is a listing of investments in debt and equity securities at September 30, 2009:


    

Interest

Rate/

 

Number

of

   

Estimated

Market

Description

 

Series

 

Dividend

 

Shares

 

Cost

 

Value

           

Equity Securities - Preferred Stock:

          

AMB Property Corporation

 

O

 

7.00%

 

14,000

 

$279,374

 

$325,500

American Land Lease, Inc.

 

A

 

7.75% (2)

 

18,000

 

146,700

 

162,000

Apartment Management and Investment Co.

 

T

 

8.00%

 

38,000

 

865,763

 

810,540

Brandywine Realty Trust

 

D

 

7.375%

 

19,700

 

428,658

 

419,610

CapLease, Inc.

 

A

 

8.125%

 

7,000

 

124,143

 

144,060

CBL & Associates Properties, Inc.

 

C

 

7.75%

 

31,000

 

530,651

 

599,850

CBL & Associates Properties, Inc

 

D

 

7.375%

 

2,000

 

28,135

 

37,200

Cedar Shopping Centers

 

A

 

8.875%

 

4,000

 

73,090

 

81,600

Colonial Properties Trust

 

D

 

8.125%

 

2,000

 

37,645

 

45,900

Corporate Office Properties Trust

 

H

 

7.50%

 

23,000

 

507,775

 

519,570

Cousins Properties, Inc.

 

B

 

7.50%

 

49,000

 

1,059,108

 

960,400

Developers Diversified Realty Corporation

 

G

 

8.00%

 

2,000

 

28,545

 

38,000

Developers Diversified Realty Corporation

 

H

 

7.375%

 

54,000

 

752,886

 

947,700

Developers Diversified Realty Corporation

 

I

 

7.50%

 

7,000

 

69,755

 

123,200

Digital Realty Trust, Inc.

 

A

 

8.50%

 

10,000

 

223,598

 

244,000

Digital Realty Trust, Inc.

 

B

 

7.875%

 

7,100

 

144,519

 

171,110

Duke Realty Corp

 

O

 

8.375%

 

35,000

 

765,752

 

849,450

Entertainment Properties Trust

 

D

 

7.375%

 

7,800

 

136,456

 

140,400

FelCor Lodging Trust Incorporated

 

A

 

 7.80% (2)

 

54,000

 

356,895

 

660,420

FelCor Lodging Trust Incorporated

 

C

 

8.00% (2)

 

28,200

 

177,805

 

344,601

First Industrial Realty Trust, Inc.

 

J

 

7.25%

 

2,000

 

24,120

 

30,000

First Industrial Realty Trust, Inc.

 

K

 

7.25%

 

2,000

 

24,645

 

29,832

Glimcher Realty Trust

 

F

 

8.75%

 

8,900

 

112,677

 

150,944

Glimcher Realty Trust

 

G

 

8.125%

 

33,680

 

345,469

 

548,140

Grace Acquisitions I

 

B

 

8.75% (1)

 

31,000

 

3,720

 

17,050

Health Care REIT, Inc.

 

D

 

7.875%

 

10,000

 

232,999

 

244,000

Hospitality Properties Trust

 

B

 

8.875%

 

27,500

 

601,200

 

650,378

HRPT Properties Trust

 

B

 

8.75%

 

15,000

 

329,494

 

358,200

HRPT Properties Trust

 

D

 

6.05%

 

80,000

 

1,058,297

 

1,480,000

Innkeepers USA

 

C

 

8.00% (1)

 

30,000

 

15,000

 

33,000

iStar Financial, Inc.

 

E

 

7.875%

 

42,000

 

161,280

 

353,220

Kimco Realty Corporation

 

G

 

7.75%

 

27,500

 

576,495

 

669,625

LaSalle Hotel Properties

 

B

 

8.375%

 

11,850

 

233,821

 

266,625

LaSalle Hotel Properties

 

D

 

7.50%

 

34,900

 

656,039

 

710,913

LaSalle Hotel Properties

 

E

 

8.00%

 

12,000

 

198,284

 

261,120

Lexington Realty Trust

 

B

 

8.04%

 

28,900

 

612,194

 

523,668

Lexington Realty Trust

 

C

 

6.50%

 

17,000

 

499,196

 

507,110

Lexington Realty Trust

 

D

 

7.55%

 

9,000

 

110,723

 

153,000

LTC Properties, Inc.

 

F

 

8.00%

 

15,000

 

360,994

 

351,000



96








    

Interest

Rate/

 

Number

of

   

Estimated

Market

Description

 

Series

 

Dividend

 

Shares

 

Cost

 

Value

           

Maguire Properties, Inc.

 

A

 

7.625% (2)

 

31,600

 

35,708

 

210,140

Mid America Apartment Communities

 

H

 

8.30%

 

1,500

 

33,935

 

36,945

National Retail Properties, Inc.

 

C

 

7.375%

 

18,000

 

390,143

 

410,310

Omega Healthcare Investors, Inc.

 

D

 

8.375%

 

21,500

 

481,461

 

524,600

Post Properties, Inc.

 

B

 

7.625%

 

16,600

 

359,089

 

381,800

PS Business Parks

 

H

 

7.00%

 

25,000

 

531,616

 

555,750

PS Business Parks

 

M

 

7.20%

 

16,000

 

362,177

 

343,040

ProLogis Trust

 

G

 

6.75%

 

20,000

 

294,730

 

394,700

Regency Centers Corp

 

E

 

6.70%

 

7,000

 

131,427

 

144,550

Saul Centers, Inc.

 

A

 

8.00%

 

19,500

 

469,367

 

451,035

SL Green Realty Corporation

 

C

 

7.625%

 

31,000

 

688,888

 

687,270

SL Green Realty Corporation

 

D

 

7.875%

 

12,000

 

250,282

 

273,000

Supertel Hospitality, Inc.

 

A

 

8.00%

 

17,000

 

170,005

 

126,310

Taubman Centers, Inc.

 

G

 

8.00%

 

23,000

 

512,687

 

546,250

Taubman Centers, Inc.

 

H

 

7.625%

 

8,500

 

167,555

 

195,075

Thornburg Mortgage, Inc.

 

F

 

10.00% (1)

 

2,000

 

-0-

 

100

Vornado Realty Trust

 

I

 

6.625%

 

19,500

 

358,552

 

414,375

Total Equity Securities - Preferred Stock

       

18,131,522

 

20,658,186


Equity Securities - Common Stock

          

Brandywine Realty Trust

     

18,679

 

53,235

 

206,216

CapLease, Inc.

     

26,000

 

71,351

 

104,780

CBL & Associates Properties, Inc.

     

21,296

 

51,218

 

206,571

Colonial Properties Trust

     

20,000

 

76,200

 

194,600

Duke Realty Corp

     

5,000

 

27,500

 

60,050

FelCor Lodging Trust Incorporated

     

45,000

 

82,800

 

203,850

First Industrial Realty Trust, Inc.

     

20,000

 

49,000

 

105,000

Glimcher Realty Trust

     

17,000

 

40,394

 

62,390

Hospitality Properties Trust

     

20,000

 

240,000

 

407,400

iStar Financial, Inc.

     

29,400

 

65,562

 

89,376

Liberty Property Trust

     

2,000

 

37,880

 

65,060

Mack-Cali Realty Corporation

     

3,100

 

93,165

 

100,223

Mission West Properties, Inc.

     

58,100

 

371,840

 

391,013

Pennsylvania Real Estate Investment Trust

     

107,000

 

512,473

 

814,270

Sun Communities, Inc.

     

138,000

 

2,757,646

 

2,969,760

Thornburg Mortgage, Inc.

     

4,050

 

-0-

 

146

UMH Properties, Inc. (3)

     

109,745

 

1,349,268

 

1,168,115

Total Equity Securities - Common Stock

       

5,879,532

 

7,148,820

           

Debt Securities:

          

Government National Mortgage Association (GNMA)

   

6.5%

 

500,000

 

16,780

 

17,659

Total Debt Securities

       

16,780

 

17,659

           

Total Securities Available for Sale

       

$24,027,834

 

$27,824,665


(1)  Issuer suspended dividend during 2008.

(2)  Issuer suspended dividend during 2009.

(3)  Investment is an affiliate.  See note no. 13 for further discussion.



97








The following is a listing of investments in debt and equity securities at September 30, 2008:


    

Interest

Rate/

 

Number

of

   

Estimated

Market

Description

 

Series

 

Dividend

 

Shares

 

Cost

 

Value

           

Equity Securities - Preferred Stock:

          

AMB Property Corporation

 

O

 

7.00%

 

7,400

 

$159,600

 

$136,160

American Land Lease, Inc.

 

A

 

7.75%

 

17,000

 

340,763

 

272,000

Apartment Management and Investment Co.

 

T

 

8.00%

 

36,000

 

838,708

 

639,000

Brandywine Realty Trust

 

C

 

7.50%

 

3,000

 

57,410

 

47,040

Brandywine Realty Trust

 

D

 

7.375%

 

18,700

 

418,606

 

264,605

CapLease, Inc.

 

A

 

8.125%

 

3,000

 

58,718

 

52,320

CBL & Associates Properties, Inc.

 

C

 

7.75%

 

19,000

 

413,214

 

290,700

Corporate Office Properties Trust

 

H

 

7.50%

 

16,000

 

389,885

 

320,000

Cousins Properties, Inc.

 

B

 

7.50%

 

44,000

 

982,290

 

748,000

Developers Diversified Realty Corporation

 

H

 

7.375%

 

22,000

 

525,462

 

309,320

Digital Realty Trust, Inc.

 

A

 

8.50%

 

12,500

 

295,368

 

234,375

Digital Realty Trust, Inc.

 

B

 

7.875%

 

5,100

 

110,366

 

97,920

Duke Realty Corp

 

O

 

8.375%

 

29,000

 

714,836

 

536,210

Entertainment Properties Trust

 

D

 

7.375%

 

5,800

 

112,953

 

83,056

FelCor Lodging Trust Incorporated

 

A

 

 7.80%

 

28,500

 

560,755

 

349,125

FelCor Lodging Trust Incorporated

 

C

 

8.00%

 

24,700

 

476,535

 

271,700

First Industrial Realty Trust, Inc.

 

J

 

7.25%

 

3,000

 

57,668

 

48,750

First Industrial Realty Trust, Inc.

 

K

 

7.25%

 

3,000

 

57,420

 

49,170

Glimcher Realty Trust

 

F

 

8.75%

 

3,000

 

44,138

 

34,740

Glimcher Realty Trust

 

G

 

8.125%

 

14,000

 

206,068

 

148,120

Grace Acquisitions I

 

B

 

8.75% (1)

 

31,000

 

331,328

 

243,164

Health Care REIT, Inc.

 

D

 

7.875%

 

12,500

 

308,105

 

271,000

Hospitality Properties Trust

 

B

 

8.875%

 

32,000

 

742,584

 

512,000

Host Hotels & Resorts, Inc.

 

E

 

8.875%

 

2,500

 

62,495

 

43,500

HRPT Properties Trust

 

B

 

8.75%

 

11,800

 

296,273

 

197,886

HRPT Properties Trust

 

D

 

6.05%

 

38,000

 

694,093

 

524,400

Innkeepers USA

 

C

 

8.00%

 

30,000

 

358,628

 

180,000

iStar Financial, Inc.

 

E

 

7.875%

 

42,000

 

892,267

 

235,200

Kimco Realty Corporation

 

G

 

7.75%

 

34,500

 

820,336

 

704,145

LaSalle Hotel Properties

 

B

 

8.375%

 

7,200

 

156,785

 

135,000

LaSalle Hotel Properties

 

D

 

7.50%

 

25,000

 

528,212

 

362,500

LaSalle Hotel Properties

 

E

 

8.00%

 

3,000

 

62,768

 

51,750

Lexington Realty Trust

 

B

 

8.04%

 

24,700

 

562,005

 

372,970

Lexington Realty Trust

 

C

 

6.50%

 

9,500

 

364,456

 

318,725

Lexington Realty Trust

 

D

 

7.55%

 

3,000

 

51,018

 

40,425

LTC Properties, Inc.

 

F

 

8.00%

 

19,000

 

466,558

 

397,100

Maguire Properties, Inc.

 

A

 

7.625%

 

30,600

 

362,408

 

290,700

National Retail Properties, Inc.

 

C

 

7.375%

 

17,900

 

399,770

 

357,964

Omega Healthcare Investors, Inc.

 

D

 

8.375%

 

16,400

 

397,301

 

359,160

Post Properties, Inc.

 

B

 

7.625%

 

12,800

 

293,690

 

179,200

PS Business Parks

 

H

 

7.00%

 

20,700

 

452,082

 

359,766

PS Business Parks

 

M

 

7.20%

 

23,000

 

532,697

 

378,350

ProLogis

 

G

 

6.75%

 

5,000

 

121,828

 

85,500

Regency Centers Corp

 

E

 

6.70%

 

2,500

 

51,530

 

43,725

Saul Centers, Inc.

 

A

 

8.00%

 

18,000

 

450,000

 

405,000



98








    

Interest

Rate/

 

Number

of

   

Estimated

Market

Description

 

Series

 

Dividend

 

Shares

 

Cost

 

Value

           

SL Green Realty Corporation

 

C

 

7.625%

 

26,000

 

639,611

 

445,380

SL Green Realty Corporation

 

D

 

7.875%

 

5,500

 

132,213

 

95,150

Supertel Hospitality, Inc.

 

A

 

8.00%

 

17,000

 

170,004

 

136,000

Taubman Centers, Inc.

 

G

 

8.00%

 

20,000

 

478,998

 

430,000

Taubman Centers, Inc.

 

H

 

7.625%

 

5,900

 

131,981

 

118,000

Thornburg Mortgage, Inc.

 

F

 

10.00% (1)

 

2,000

 

8,500

 

1,100

Vornado Realty Trust

 

I

 

6.625%

 

9,300

 

190,778

 

153,450

Total Equity Securities - Preferred Stock

       

18,332,065

 

13,360,521


Equity Securities - Common Stock

          

American Land Lease, Inc.

     

4,000

 

92,862

 

77,720

Brandywine Realty Trust

     

18,679

 

300,653

 

299,424

CapLease, Inc.

     

11,000

 

88,236

 

87,230

CBL & Associates Properties, Inc.

     

20,000

 

447,917

 

401,600

Colonial Properties Trust

     

20,000

 

431,761

 

373,800

Duke Realty Corp

     

5,000

 

118,327

 

122,900

FelCor Lodging Trust Incorporated

     

45,000

 

465,794

 

322,200

First Industrial Realty Trust, Inc.

     

20,000

 

512,608

 

573,600

Getty Realty Corporation

     

7,000

 

119,547

 

155,190

Glimcher Realty Trust

     

10,000

 

100,907

 

104,400

Hospitality Properties Trust

     

20,000

 

490,831

 

410,400

HRPT Properties Trust

     

40,000

 

308,816

 

275,600

iStar Financial, Inc.

     

29,400

 

388,374

 

76,440

Liberty Property Trust

     

2,000

 

69,531

 

75,300

Mack-Cali Realty Corporation

     

3,100

 

93,165

 

104,997

Mission West Properties, Inc.

     

          60,100

 

622,321

 

585,374

Pennsylvania Real Estate Investment Trust

     

25,000

 

513,422

 

471,250

Sun Communities, Inc.

     

118,000

 

2,468,432

 

2,337,580

Thornburg Mortgage, Inc.

     

4,050

 

8,181

 

7,088

UMH Properties, Inc. (2)

     

109,745

 

1,151,350

 

762,728

Total Equity Securities - Common Stock

       

8,793,035

 

7,624,821

           

Debt Securities:

          

Government National Mortgage

    Association  (GNMA)

   

6.5%

 

        500,000

 

20,014

 

20,321

Total Debt Securities

       

20,014

 

20,321

           

Total Securities Available for Sale

       

$27,145,114

 

$21,005,663


(1)  Issuer suspended dividend during 2008.

(2)  Investment is an affiliate.  See note no. 13 for further discussion.



99







The Company had 10 securities that were temporarily impaired investments as of September 30, 2009.  The Company considers many factors in determining whether a security is other than temporarily impaired, including the nature of the security and the cause, severity and duration of the impairment.  The following is a summary of temporarily impaired securities at September 30, 2009:


 

Less than 12 Months

12 Months or Longer

        
   

Unrealized

   

Unrealized

Description of Securities

Fair Value

 

Losses

 

Fair Value

 

Losses

        

Preferred stock

$-0-

 

$-0-

 

$4,672,873

 

$344,280

Common stock

-0-

 

-0-

 

1,168,115

 

181,153

Total

$-0-

 

$-0-

 

$5,840,988

 

$525,433


The following is a summary of the range of losses:


Number of

Individual Securities


Range of Loss

 
   

7

Less than or equal to 10%

 

2

Less than or equal to 20%

 

1

Less than or equal to 30%

 


The Company has determined that these securities are temporarily impaired as of September 30, 2009.  The Company normally holds REIT securities long term and has the ability and intent to hold these securities to recovery.  


The Company had margin loan balances of $4,063,750 and $2,299,947 as of September 30, 2009 and 2008, respectively, which were collateralized by the securities portfolio.


Dividend income for the years ended September 30, 2009, 2008 and 2007 totaled $2,362,521, $1,659,665 and $1,292,636, respectively.  Interest income for the years ended September 30, 2009, 2008 and 2007 totaled $139,732, $211,597 and $174,808, respectively.  


The Company received proceeds of $2,406,354, $962,822 and $4,225,963, on sales or redemptions of securities available for sale during 2009, 2008 and 2007, respectively.  The Company recorded the following (Loss) Gain on Securities Transactions, net:


 

2009

 

2008

 

2007

      

Gross realized gains

$98,844

 

$225,678

 

$471,707

Gross realized losses

(699,626)

 

(38,880)

 

(45,561)

Net gain (loss) on closed futures

     contracts


-0-

 


(742,307)

 


(272,080)

Unrealized gain (loss) on open futures

    contracts


-0-

 


-0-

 


102,657

Impairment loss

(6,000,678)

 

(3,104,774)

 

(100,000)

(Loss) Gain on Securities Transactions, net

($6,601,460)

 

($3,660,283)

 

$156,723


During 2008 and 2007, the Company invested in futures contracts of ten-year treasury notes with a notional amount of $9,000,000 with the objective of reducing the exposure of the preferred equity and debt securities portfolio to interest rate fluctuations and the risk of rolling over the fixed rate debt at higher rates.  Changes in the market value of these derivatives have been recorded in gain on securities available for sale transactions, net with corresponding amounts recorded in other assets or other liabilities on the balance sheet.  The Company closed out its



100







contract as of May 2008.  There were no open contracts as of September 30, 2009 and 2008.  The fair value of the derivatives at September 30, 2007 was a gain of $102,657 and is included in gain on securities transactions, net.  


During 2008 and 2007, the Company recorded a loss of $742,307 and $272,080, respectively, on settled futures contracts.  During 2009, 2008 and 2007, the Company recognized a loss of $6,000,678, $3,104,774, and $100,000, respectively, due to writing down the carrying value of securities available for sale, which were considered other than temporarily impaired.    As of September 30, 2009, the securities portfolio had unrealized net gains of $3,796,831.


NOTE 9 - MORTGAGE NOTES, LOANS PAYABLE AND CONVERTIBLE SUBORDINATED DEBENTURES


Mortgage Notes Payable:


On March 4, 2009, the Company obtained a mortgage from Two River Community Bank of $2,437,500 secured by the 37,660 square foot industrial building leased to MagiKitch’n, Inc. in Quakertown, Pennsylvania.  The property is classified as held for sale as of September 30, 2009.  The mortgage is an interest-only loan and is at a variable rate based on the Wall Street Journal Prime Rate plus 1% (but not less than 5%).  The mortgage is due on March 4, 2011.    


On June 23, 2009, the Company obtained a mortgage from Sun National Bank of $6,000,000 secured by a second mortgage on the 149,384 square foot industrial building leased to FedEx Ground Package System, Inc. in Beltsville, Maryland.  The second mortgage is at an annual fixed rate of 6.65% for the first three years (initial period).  After the initial period, the rate resets every three years to an annual rate of 325 basis points over the FHLB daily advance rate for a five year loan (but not less than 6.5%).  The loan requires principal and interest payments and matures on July 31, 2029.  Sun National Bank has the option to call the loan on May 1, 2016.  The property in Beltsville, Maryland is subject to a first mortgage with a balance of $3,462,616 as of September 30, 2009 which is at a fixed interest rate of 7.53% and is due May 1, 2016.


The following is a summary of mortgage notes payable at September 30, 2009 and 2008:



Property

Fixed

Rate

Maturity

Date

 

Balance

9/30/09

 

Balance

9/30/08

       

Tampa, FL (Kellogg)

5.24%

03/01/10

 

$513,747

 

$534,710

Quakertown, PA

(1)

3/4/2011

 

2,437,500

 

-0-

White Bear Lake, MN

7.04%

01/01/12

 

2,101,132

 

2,312,693

Winston Salem, NC

7.10%

02/01/12

 

3,691,183

 

3,872,111

Schaumburg, IL

8.48%

07/01/12

 

1,010,120

 

1,323,003

Montgomery, IL

6.50%

11/01/12

 

5,679,434

 

5,839,349

Tolleson, AZ

5.80%

11/01/12

 

7,346,306

 

7,972,908

Ft. Myers, FL

6.33%

12/01/12

 

2,519,038

 

2,637,935

Liberty, MO

7.065%

03/01/13

 

1,604,858

 

2,005,972

Fayetteville, NC

6.63%

06/01/13

 

3,550,000

 

3,550,000

Augusta, GA (FDX)

6.63%

06/01/13

 

1,125,000

 

1,125,000

Lakeland, FL

6.63%

06/01/13

 

1,375,000

 

1,375,000

Romulus, MI

7.56%

07/01/13

 

1,018,037

 

1,262,421

Burr Ridge, IL

8.00%

01/01/14

 

364,669

 

477,558

Omaha, NE

7.15%

01/01/14

 

1,631,749

 

1,949,017

Charlottesville, VA

6.90%

07/01/14

 

1,190,963

 

1,395,821

Tampa, FL (Kellogg)

5.71%

03/01/15

 

2,932,394

 

3,046,894

Richmond, VA (FDX)

6.12%

12/01/15

 

2,949,802

 

3,331,966

St. Joseph, MO

8.12%

03/01/16

 

5,099,410

 

5,728,114



101









Property

Fixed

Rate

Maturity

Date

 

Balance

9/30/09

 

Balance

9/30/08

       

Wheeling, IL

5.68%

03/01/16

 

5,918,380

 

6,253,177

Beltsville, MD

7.53%

05/01/16

 

3,462,616

 

3,854,395

Beltsville, MD

6.65%

05/01/16

 

5,964,930

 

-0-

Cudahy, WI

8.15%

05/01/16

 

2,499,173

 

2,774,983

Newington, CT

8.10%

05/01/16

 

1,436,403

 

1,597,852

Griffin, GA

6.37%

10/01/16

 

9,180,801

 

9,471,388

Granite City, IL

7.11%

11/01/16

 

5,728,193

 

6,329,209

Jacksonville, FL

6.92%

12/01/16

 

1,937,882

 

2,136,915

Jacksonville, FL

6.00%

12/01/16

 

1,300,000

 

1,300,000

Monroe, NC

7.11%

12/01/16

 

2,485,993

 

2,739,207

El Paso, TX

5.40%

01/05/17

 

5,358,302

 

5,597,572

Chattanooga, TN

5.96%

05/01/17

 

2,869,203

 

3,016,609

Elgin, IL

6.97%

05/01/17

 

3,189,996

 

3,494,333

Hanahan, SC (Norton)

7.36%

05/01/17

 

7,484,644

 

7,685,724

Roanoke, VA

5.96%

05/30/17

 

4,282,495

 

4,479,678

Kansas City, MO

6.11%

07/01/17

 

3,065,399

 

3,156,934

Edwardsville, KS

7.375%

07/01/17

 

3,218,362

 

3,539,226

Orion, MI

6.57%

08/01/17

 

11,569,142

 

11,894,901

Cheektowaga, NY

6.78%

10/01/17

 

2,032,149

 

2,217,304

Punta Gorda, FL

6.29%

10/01/17

 

2,688,550

 

2,766,650

Cocoa, FL

6.29%

12/01/17

 

6,802,343

 

6,996,921

Richfield, OH

5.22%

01/01/18

 

5,100,898

 

5,334,180

Bedford Heights, OH

5.96%

01/05/18

 

3,719,356

 

3,836,642

West Chester Twp, OH

6.80%

06/01/18

 

3,407,017

 

3,553,377

Tampa, FL (FDX)

5.65%

04/01/18

 

5,267,537

 

5,424,686

Orlando, FL

6.56%

10/01/18

 

5,654,785

 

5,800,000

Tampa, FL (FDX Gr)

6.00%

03/01/19

 

10,601,634

 

11,051,227

Denver, CO

6.07%

11/01/19

 

2,775,573

 

2,969,400

Hanahan, SC (FDX Gr)

5.54%

01/21/20

 

2,706,852

 

2,893,827

Augusta, GA (FDX Gr)

5.54%

01/27/20

 

1,968,973

 

2,104,979

Huntsville, AL

5.50%

03/01/20

 

1,951,909

 

2,085,660

Colorado Springs, CO

5.41%

01/01/21

 

2,952,379

 

3,138,089

Topeka, KS

6.50%

08/10/21

 

2,687,573

 

-0-

Carlstadt, NJ

7.75%

08/15/21

 

1,875,800

 

1,923,643

Carlstadt, NJ

5.95%

05/17/27

 

764,699

 

788,472

       

Total Mortgage

      

Notes Payable

   

$192,050,283

 

$191,947,632


(1)  Interest rate is variable at Wall Street Journal Prime Rate plus 1% (but not less than 5%).    As of September 30, 2009, the rate was 5%.  



102








Principal on the foregoing debt is scheduled to be paid as follows:


Year Ending September 30,

2010

 

$12,510,087

 

2011

 

15,353,206

 

2012

 

18,140,318

 

2013

 

30,464,185

 

2014

 

12,023,558

 

Thereafter

 

103,558,929

    
   

$192,050,283


Loans Payable:


Capital One, N.A.


The Company has a line of credit agreement with Capital One, N.A. for $15,000,000.  This $15,000,000 line is unsecured and can be used for working capital purposes or acquisitions.  The line’s rate is variable at LIBOR plus 200 basis points and its term is through March 31, 2011.   The interest rate was 2.25% and 4.49% as of September 30, 2009 and 2008.   The Company must keep not less than $1,000,000 in average net collected balances at Capital One, N.A. and meet certain loan covenants as contained in the loan agreement, including a 65% loan to value ratio on certain negatively pledged properties.    The Company was in compliance with these covenants as of September 30, 2009.  The annual commitment fee paid in 2009 was $37,500.  Fees paid to originate this line in 2008 were $43,675 and are being amortized over the term of the modified line.  The balance outstanding as of September 30, 2009 and 2008 was $15,000,000 and $12,251,000, respectively.


Margin Loans


The Company uses margin loans for purchasing securities, for temporarily funding of acquisitions, and for working capital purposes.  The interest rate charged on the margin loan is the bank’s margin rate and was 2.0% and 3.75% as of September 30, 2009 and 2008, respectively and is due on demand.  At September 30, 2009 and 2008, the margin loans totaled $4,063,750 and $2,299,947, respectively and are collateralized by the Company’s securities portfolio.  The Company must maintain a coverage ratio of approximately 50%.


Convertible Subordinated Debentures


Debentures – due 2013:


Monmouth Capital has $3,770,000 of 8% Convertible Subordinated Debentures outstanding, due 2013 (the 2013 Debentures).  Interest is paid semi-annually in arrears on April 30 and October 31 of each year.  The 2013 Debentures are convertible into common stock of the Company at any time prior to redemption or maturity, at the conversion price of $9.16 per share (equivalent to a rate of 109.17 shares of common stock for each $1,000 principal amount), subject to adjustment under certain conditions.    


The Company may redeem the 2013 Debentures, at its option, in whole or in part, at any time on and after October 31, 2004 at the redemption prices set below.  The redemption price, expressed as a percentage of the principal amount, is 100% for the 12-month period beginning on:


 

        

Period

 

Redemption Price

 

 

 

 

 

October 23, 2008

 

105%

 

October 23, 2009 and thereafter

 

100%




103








In each case, the Company will pay accrued and unpaid interest to, but excluding, the date fixed for redemption.    No sinking fund is provided for the 2013 Debentures.   


Debentures – due 2015:


Monmouth Capital has $10,220,000 of 8% Convertible Subordinated Debentures outstanding, due 2015 (the 2015 Debentures).  Interest is paid semi-annually in arrears on April 30 and October 31 of each year, commencing October 31, 2005.  The 2015 Debentures are convertible into common stock of the Company at any time prior to redemption or maturity, at the conversion price of $11.45 per share (equivalent to a rate of 87.336 shares of common stock for each $1,000 principal amount), subject to adjustment under certain conditions.    


The Company may redeem the 2015 Debentures, at its option, in whole or in part, at any time on and after March 30, 2006 at the redemption prices set below.  The redemption price, expressed as a percentage of the principal amount, is as follows for the 12-month periods beginning on:


 

        

Period

 

Redemption Price

 

 

 

 

 

March 30, 2009

 

110%

 

March 30, 2010

 

105%

 

March 30, 2011 and Thereafter

 

100%


In each case, the Company will pay accrued and unpaid interest to, but excluding, the date fixed for redemption.   No sinking fund is provided for the 2015 Debentures.  


NOTE 10 - OTHER LIABILITIES


Other liabilities consist of the following:


 

9/30/09

 

9/30/08

    

Below market lease intangible liability

$339,056

 

$398,424

Rent paid in advance

2,044,360

 

1,435,060

Tenant security deposits

158,800

 

227,055

Other

153,837

 

54,088

Total

$2,696,053

 

$2,114,627


NOTE 11 - STOCK OPTION PLAN


On July 26, 2007, the 2007 Stock Option Plan (the 2007 Plan) was approved by the shareholders authorizing the grant to officers, directors and key employees, of options to purchase up to 1,500,000 shares of common stock.  Options may be granted any time up through December 31, 2016.  No option shall be available for exercise beyond ten years.  All options are exercisable after one year from the date of grant.  The option price shall not be below the fair market value at date of grant.  Canceled or expired options are added back to the “pool” of shares available under the Plan.


The Company accounts for stock options in accordance with ASC 718-10, Compensation-Stock Compensation. ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period).  


During the year ended September 30, 2009, eleven employees were granted options to purchase a total of 245,000 shares.  The fair value of these options was approximately $56,350 based on the assumptions noted below



104







 and is being amortized over the 1-year vesting period.  During the year ended September 30, 2008, eleven employees were granted options to purchase a total of 245,000 shares.  The fair value of these options was approximately $64,150 based on the assumptions noted below.  No options were granted during 2007.  


Due to the merger with Monmouth Capital, options to purchase 214,000 shares of Monmouth Capital became exercisable in accordance with their existing terms for 140,170 shares of the Company stock at exercise prices adjusted for the stock conversion ratio.   To the extent that an option to purchase Monmouth Capital common stock was not yet vested at the effective time of the merger, the option remained subject to the same terms and conditions of vesting as in effect immediately before the merger.  


The fair value of each option grant is estimated on the date of grant using the Black-Sholes option-pricing model with the following weighted-average assumptions used for grants in fiscal 2009 and 2008:


 

2009

2008

   

Dividend yield

8.30%

7.59%

Expected volatility

16.41%

15.08%

Risk-free interest rate

3.38%

3.20%

Expected lives (years)

8

8

Estimated forfeitures

-0-

-0-


A summary of the status of the Company’s stock option plan as of September 30, 2009, 2008 and 2007 is as follows:


  

2009

 

2008

 

2007

 



2009

Shares

Weighted

Average

Exercise

Price



2008

Shares

Weighted

Average

Exercise

Price



2007

Shares

Weighted

Average

Exercise

Price

       

Outstanding at beginning

      

   of year

1,332,170

$7.77

1,101,170

$7.75

961,000

$7.75

Granted

245,000

7.25

245,000

7.91

-0-

-0-

Monmouth Capital

   Converted Options


-0-


-0-


-0-


-0-


140,170


7.59

Exercised

(-0-)

-0-

(14,000)

7.13

(-0-)

-0-

Expired/Forfeited

(32,620)

7.71

(-0-)

-0-

(-0-)

-0-

Outstanding at end of year

1,544,550

7.69

1,332,170

7.77

1,101,170

7.73

       

Exercisable at end of year

1,304,550

 

1,087,170

 

1,047,460

 
       

Weighted-average fair

      

   value of  options granted

      

   during the year

 

$.23

 

$.26

 

$-0-




105








The following is a summary of stock options outstanding as of September 30, 2009:


Date of Grant

Number of Grants

Number of Shares

Option Price

Expiration Date

     

10/04/01

1

32,750

$5.04

10/04/09

06/21/02

10

162,000

7.13

06/21/10

01/22/03

1

65,000

 6.90

01/22/11

05/20/04

9

150,000

 7.41

05/20/12

08/03/04

1

65,000

 7.89

08/03/12

08/10/05

10

240,000

 8.28

08/10/13

09/21/05

10

52,400

8.70

09/10/13

08/02/06

1

65,000

8.15

08/02/14

09/12/06

10

180,000

8.04

09/12/14

01/22/07

10

52,400

8.05

01/22/15

12/12/07

1

65,000

8.22

12/12/15

03/10/08

9

175,000

7.80

03/10/16

10/20/08

10

240,000

7.25

10/20/16

  

1,544,550

  
     

As of September 30, 2009, there were options to purchase 1,042,620 shares available for grant under the 2007 Plan.


NOTE 12 - INCOME FROM LEASES


The Company derives income primarily from operating leases on its commercial properties.  In general, these leases are written for periods up to ten years with various provisions for renewal.  These leases generally contain clauses for reimbursement (or direct payment) of real estate taxes, maintenance, insurance and certain other operating expenses of the properties.  Minimum base rents due under noncancellable leases as of September 30, 2009 are approximately scheduled as follows:


Fiscal Year

Amount

2010

$33,234,000

2011

30,927,000

2012

26,122,000

2013

21,112,000

2014

18,686,000

thereafter

51,188,000

Total

$181,269,000


NOTE 13 - RELATED PARTY TRANSACTIONS


On January 1, 2004, Eugene W. Landy’s Employment Agreement with the Company was amended to extend for five years to December 31, 2009.  Mr. Landy’s amended Employment Agreement provides for (1) an increase in his annual base compensation from $150,000 to $175,000; (2) an increase in his severance payment from $300,000 payable $100,000 a year for three years to $500,000 payable $100,000 a year for five years; and (3) an increase from $40,000 a year to $50,000 a year of his pension benefits payable for ten years; and (4) an extension of three years of his pension payments.  In 2007, subsequent to the merger with Monmouth Capital, the Board increased his salary to $225,000 per year.  Mr. Landy receives bonuses and customary fringe benefits, including health insurance and five weeks vacation.  Additionally, there will be bonuses voted by the board of directors.  The Employment Agreement is terminable by either party at any time subject to certain notice requirements.  On April 14, 2008, the Company executed the Third Amendment (the amendment) to Eugene W. Landy’s employment agreement.  The amendment provides that in the event of a change in control of the Company, Eugene W. Landy shall receive a lump sum payment of $2,500,000, provided that the sale price of the Company is at least $10 per



106







share of common stock.  A change of control shall be defined as the consummation of a reorganization, merger, share exchange, consolidation, or sale or disposition of all or substantially all of the assets of the Company.  This change of control provision shall not apply to any combination between the Company and UMH Properties, Inc.  Payment shall be made simultaneously with the closing of the transaction, and only in the event that the transaction closes.  Eugene W. Landy received $16,000, $18,000 and $19,000 during 2009, 2008 and 2007 as Director.  The firm of Eugene W. Landy received $-0-, $17,500 and $-0- during 2009, 2008 and 2007, respectively, as legal fees.


The Company has a note receivable from Mr. Landy with a balance of $984,375 at September 30, 2009 and 2008 which is included in Loans to Officers, Directors and Key Employees included under Shareholders’ Equity.  This note was signed on April 30, 2002 and is due on April 30, 2012.  The interest rate is fixed at 5% and the note is collateralized by 150,000 shares of the Company stock.  In addition, the Company had a note receivable outstanding from Mr. Landy for $180,000 which was included in Tenant and Other Receivables as of September 30, 2006 and 2005.  This note was signed on July 25, 2002 and was due and paid in full on July 25, 2007. The interest rate on this loan reset to the prime rate annually on the anniversary date and the note was not collateralized.  Interest earned on both of these notes during 2009, 2008 and 2007 was $49,219, $49,219 and $63,653, respectively.


Effective January 1, 2007, the Company and Cynthia J. Morgenstern entered into a three-year employment agreement under which Ms. Morgenstern receives a base salary of $208,550 for 2007 with increases of 7.5% for 2008 and 2009, plus bonuses, if any, in amounts determined by the Company’s board of directors or president.  Pursuant to this employment agreement, the Company’s president must request annually that the Company’s stock option committee grant Ms. Morgenstern an option to purchase 50,000 shares of the Company’s common stock, although the employment agreement does not require that the stock option committee grant any options.  Ms. Morgenstern’s employment agreement provides for four weeks paid vacation, the use of an automobile, reimbursement of her reasonable and necessary business expenses and that Ms. Morgenstern is entitled to participate in the Company’s employee benefit plans.  Ms. Morgenstern’s employment agreement also requires the Company to reimburse Ms. Morgenstern for the cost of a disability insurance policy such that, in the event of Ms. Morgenstern’s disability for a period of more than 90 days, Ms. Morgenstern will receive benefits equal to her then-current salary.  In the event of a merger, sale or change of control of the Company, which is defined in Ms. Morgenstern’s employment agreement as a change in voting control of the Company or change in control of 25% or more of the Company’s board of directors by other than its existing directors and excludes transactions between the Company and UMH, Ms. Morgenstern will have the right to terminate the employment agreement or extend the employment agreement for three years from the date of the change in control.  Ms. Morgenstern received $16,000, $18,000 and $19,000 during 2009, 2008 and 2007, respectively, as Director.  


Effective January 1, 2009, the Company and Michael P. Landy entered into a three-year employment agreement, under which Mr. Michael Landy receives an annual base salary of $190,575 for 2009 with increases of 5% for 2010 and 2011, plus bonuses and customary fringe benefits.  The employee will also receive four weeks vacation.  Mr. Michael Landy’s employment agreement also requires the Company to reimburse Mr. Michael Landy for the cost of a disability insurance policy such that, in the event of Mr. Michael Landy’s disability for a period of more than 90 days, Mr. Michael Landy will receive benefits up to 60% of his then-current salary.  In the event of a merger, sale or change of voting control of the Company, excluding transactions between the Company and UMH, the employee will have the right to extend and renew this employment agreement so that the expiration date will be three years from the date of merger, sale or change of voting control, or the employee may terminate the employment agreement and be entitled to receive one year’s compensation in accordance with the agreement.  If there is a termination of employment by the Company for any reason, either involuntary or voluntary, including the death of the employee, other than a termination for cause as defined by the agreement, the employee shall be entitled to the greater of the salary due under the remaining term of the agreement or one year’s compensation at the date of termination, paid monthly over the remaining term or life of the agreement.  Approximately 35%, 35% and 33% of Mr. Michael Landy’s compensation was allocated to UMH in 2009, 2008 and 2007, respectively, pursuant to a cost sharing agreement between the Company and UMH.  Mr. Michael Landy received $16,000, $18,000 and $4,000 during 2009, 2008 and 2007 respectively, as Director.


Effective January 1, 2009, the Company and Maureen E. Vecere, Controller and Treasurer, entered into a three-year employment agreement, under which the employee receives an annual base salary of $139,000 for 2009



107







 with increases of 7% for 2010 and 2011, plus bonuses and customary fringe benefits.  The employee will also receive four weeks vacation.  The Company will reimburse the employee for the cost of a disability insurance policy such that, in the event of the employee’s disability for a period of more than 90 days, the employee will receive benefits up to 60% of her then-current salary.  In the event of a merger, sale or change of voting control of the Company, excluding transactions between the Company and UMH, the employee will have the right to extend and renew this employment agreement so that the expiration date will be three years from the date of merger, sale or change of voting control, or the employee may terminate the employment agreement and be entitled to receive one year’s compensation in accordance with the agreement.  If there is a termination of employment by the Company for any reason, either involuntary or voluntary, including the death of the employee, other than a termination for cause as defined by the agreement, the employee shall be entitled to the greater of the salary due under the remaining term of the agreement or one year’s compensation at the date of termination, paid monthly over the remaining term or life of the agreement.  


Daniel D. Cronheim is a Director of the Company and Executive Vice President of David Cronheim Company (Cronheim) and CMS.  Daniel Cronheim received $16,000, $18,000 and $19,000 for Director’s fees in 2009, 2008 and 2007, respectively.  The David Cronheim Company received $20,352, $3,219 and $33,273 in lease commissions in 2009, 2008 and 2007, respectively.  The David Cronheim Mortgage Corporation, an affiliated company, received $-0-, $-0- and $47,250 in mortgage brokerage commissions in 2009, 2008 and 2007, respectively.  Cronheim Management Company received $42,558 for a real estate commission on the sale of the South Brunswick, New Jersey property in 2007.


CMS, a division of David Cronheim Company, received the sum of $375,477, $375,477 and $367,976 for management fees during the years ended 2009, 2008 and 2007, respectively.   During 2009, 2008 and 2007, the Company was subject to a management contract with CMS.  For the calendar years 2009, 2008 and 2007, the management fee was fixed at $380,000.  Management believes that the aforesaid fees are no more than what the Company would pay for comparable services elsewhere.


Prior to the merger with Monmouth Capital on July 31, 2007, the Company operated as part of a group of three public companies (all REITs) which included the Company, UMH and Monmouth Capital Corporation (the affiliated companies).  Some general and administrative expenses were allocated between the affiliated companies based on use or services provided.  Allocations of salaries and benefits are made based on the amount of the employees’ time dedicated to each affiliated company. On July 31, 2007, Monmouth Capital was merged into the Company.  Subsequent to July 31, 2007, shared expenses are allocated between the Company and UMH.  


There are five Directors of the Company who are also Directors and shareholders of UMH.  The Company holds common stock of UMH in its securities portfolio.  See Note No. 8 for current holdings.   On October 10, 2008, the Company repurchased $1,000,000 principal amount at par of 2013 Debentures which were held by UMH as of September 30, 2008.


During 2004 the Company invested $500,000 in the Monmouth Capital Corporation Convertible Subordinated Debenture, due 2013.  Interest received on the investment in the Convertible Subordinated Debenture during 2007 (pre-merger) was $40,000.  The $500,000 Subordinated Convertible Debenture was cancelled upon the closing of the merger.



108








As described in Note No. 4, on July 22, 2008, the Company sold its 44,719 square foot industrial property in Ramsey, New Jersey to HSM Acquisitions Partners, Inc. and other related parties, for a selling price of $4,050,000.  The decision to sell the property and the terms of the sale were recommended by the Company’s Business Judgment Committee, whose members consist of independent directors.  The Business Judgment Committee obtained an independent appraisal of the property to assist in determining the contract terms.    The Company believes that the terms of the sale are comparable to what the Company could have agreed to with an unrelated party.  A one-third interest in the purchasing group is held by the President of CMS, the Company’s real estate advisor, who is also the father of one of the non-executive Directors of the Company.  The majority of the purchasing group is unrelated to the Company.  No real estate commission was paid on this transaction.


NOTE 14 - TAXES


Income Tax


The Company has elected to be taxed as a Real Estate Investment Trust under the applicable provisions of the Internal Revenue Code under Sections 856 to 860 and the comparable New Jersey Statutes.  Under such provisions, the Company will not be taxed on that portion of its taxable income distributed currently to shareholders, provided that at least 90% of its taxable income is distributed.  As the Company has and intends to continue to distribute all of its income currently, no provision has been made for income taxes.  If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not be able to qualify as a REIT for four subsequent taxable years.  Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income.  In addition, taxable income from non-REIT activities managed through taxable REIT subsidiaries is subject to federal, state, and local income taxes.


Federal Excise Tax


The Company does not have a Federal excise tax liability for the calendar years 2009, 2008 and 2007, since it intends to or has distributed all of its annual income.



109







Reconciliation Between GAAP Net Income and Taxable Income


The following table reconciles net income applicable to common shares to taxable income for the years ended September 30, 2009, 2008, and 2007:


  

2009

Estimated

(unaudited)

 


2008

Actual

 


2007

Actual

       

Net income (loss) applicable to common shares

$

(868,313)

$

8,501,551

$

8,947,885

Book / tax difference on gains / losses from capital transactions

 


6,405,120

 


(564,555)

 


(4,877,063)

Stock option expense

 

77,351

 

(57,367)

 

104,552

Deferred compensation

 

(6,680)

 

(6,185)

 

(5,727)

Other book / tax differences, net

 

2,627,852

 

1,977,910

 

269,039

       

Taxable income before adjustments

 

8,235,330

 

9,851,354

 

4,438,686

Add/Less capital (gains) losses

 

600,782

 

(2,674,026)

 

(343,476)

Estimated taxable income subject to 90% dividend requirement


$


8,836,112


$


7,177,328


$


4,095,210


Reconciliation Between Cash Dividends Paid and Dividends Paid Deduction


The following table reconciles cash dividends paid with the dividends paid deduction for the years ended September 30, 2009, 2008, and 2007:


  

2009

    
  

Estimated

(unaudited)

 

2008

Actual

 

2007

Actual

       

Cash dividends paid

$

14,984,179

$

14,474,111

$

12,691,237

Less: Portion designated capital (gains) losses

distribution

 


600,782

 

(2,674,2026)

 


(343,476)

Less: Return of capital

 

(5,748,067)

 

(3,693,042)

 

(5,465,956)


Estimated dividends paid deduction


$


9,836,894


$


13,455,095


$


6,881,805


NOTE 15 - SHAREHOLDERS’ EQUITY


Common Stock


The Company implemented a dividend reinvestment and stock purchase plan (the DRIP) effective December 15, 1987, as amended.  Under the terms of the DRIP and subsequent amendments, shareholders who participate may reinvest all or part of their dividends in additional shares of the Company at a discounted price directly from the Company, from authorized but unissued shares of the Company common stock or at market price when purchased by the Company’s transfer agent on the open market.  When purchased in the open market, the purchase price per share will be the weighted average purchase price per share paid by the transfer agent for all of the shares purchased.  In determining the weighted average purchase price, purchases may be aggregated for both dividend reinvestment and optional cash purchases, or independent calculations may be made, at the discretion of the Company.  According to the terms of the DRIP, shareholders may also purchase additional shares by making optional cash payments monthly.  



110









Amounts received, including dividend reinvestment of $4,328,028, $2,886,993 and -0-, in 2009, 2008 and 2007, respectively, and shares issued in connection with the DRIP for the years ended September 30, 2009, 2008 and 2007 were as follows:


 

2009

 

2008

 

2007

      

Amounts Received

$7,450,504

 

$4,232,442

 

$194,700

Shares Issued

1,221,753

 

612,330

 

26,327


The following cash distributions were paid to common shareholders during the years ended September 30, 2009, 2008 and 2007:


  

2009

 

2008

  

2007

              

Quarter Ended

 

Amount

 

Per Share

 

Amount

 

Per Share

  

Amount

 

Per Share

              

December 31

 

$3,687,878

 

$   .15

 

$3,593,204

 

$   .15

  

$3,031,949

 

$   .15

March 31

 

3,717,464

 

.15

 

3,593,204

 

.15

  

3,031,949

 

.15

June 30

 

3,757,306

 

.15

 

3,626,840

 

.15

  

3,031,949

 

.15

September 30

 

3,821,531

 

.15

 

3,660,863

 

.15

  

3,595,390

 

.15

  

14,984,179

 

$    .60

 

$14,474,111

 

$    .60

  

$12,691,237

 

$    .60


On October 6, 2009 the board of directors declared a dividend of $.15 per share to be paid on December 15, 2009 to shareholders of record on November 16, 2009.


Preferred Stock


On December 5, 2006, the Company issued 1,322,500 shares of 7.625% Series A Cumulative Redeemable Preferred Stock, par value $.01 per share (Series A Preferred Stock), for net cash proceeds of $32,021,031 after underwriting discounts and commissions of $1,041,469.  Other expenses incurred for the preferred offering, including legal and other professional fees, were $436,565 and were included in additional paid in capital.  The annual dividend of $1.90625 per share, or 7.625% of the $25.00 per share liquidation value, is payable quarterly in arrears on March 15, June 15, September 15, and December 15, commencing on March 15, 2007.


The Series A Preferred Stock has no maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. Except in limited circumstances relating to the Company’s qualification as a REIT, and as described below, the Series A Preferred Stock is not redeemable prior to December 5, 2011. On and after December 5, 2011, at any time and from time to time, the Series A Preferred Stock will be redeemable in whole, or in part, at the Company’s option, at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends (whether or not declared) to the date of redemption.


During any period of time that both (i) the Series A Preferred Stock is not listed on the New York Stock Exchange or The NASDAQ Stock Market and (ii) the Company is not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), but any shares of Series A Preferred Stock are outstanding, the Company will (a) increase the cumulative cash dividends payable on the Series A Preferred Stock to a rate of 8.625% per year of the $25.00 liquidation value per share, which is equivalent to $2.15625 per share per year,  and (b) have the option to redeem the outstanding Series A Preferred Stock, in whole but not in part, within 90 days after the date upon which the shares of the Company cease to be listed and  cease to be subject to such reporting requirements, for a redemption price of $25.00 per share, plus accrued and unpaid dividends, if any, to the redemption date.



111








Holders of the Series A Preferred Stock generally have no voting rights, except if the Company fails to pay dividends for six or more quarterly periods, whether or not consecutive, or with respect to certain specified events.


The board of directors has declared and paid the following dividends on the Series A Preferred Stock for the years ended September 30, 2009, 2008 and 2007:


Declaration

Date

Record

Date

Payment

Date


Dividend

Dividend

per Share

 
      

10/1/08

11/17/08

12/15/08

$630,206

$0.4765625

 

2/3/09

2/17/09

3/16/09

630,336

0.4765625

 

5/5/09

6/1/09

6/30/09

630,336

0.4765625

 

8/5/09

8/17/09

9/15/09

630,336

0.4765625

 
   

$2,521,214

$1.90625

 


Declaration

Date

Record

Date

Payment

Date


Dividend

Dividend

per Share

 
      

10/1/07

11/15/07

12/17/07

$630,336

$0.4765625

 

1/17/08

2/15/08

3/17/08

630,336

0.4765625

 

4/15/08

5/15/08

6/16/08

630,336

0.4765625

 

7/1/08

8/15/08

9/15/08

630,336

0.4765625

 
   

$2,521,344

$1.90625

 


Declaration

Date

Record

Date

Payment

Date


Dividend

Dividend

per Share

 
      

1/10/07

2/28/07

3/15/07

$609,081

$0.4607000

 

4/3/07

5/31/07

6/15/07

630,336

0.4765625

 

7/2/07

8/31/07

9/15/07

630,336

0.4765625

 
   

$1,869,753

$1.4138250

 


On October 6, 2009, the board of directors declared a quarterly dividend of $0.4766 per share to be paid December 15, 2009 to shareholders of record as of November 16, 2009.  


Treasury Stock


On March 3, 2009, the board of directors approved a Share Repurchase Program (the repurchase program) that authorizes the Company to purchase up to $10,000,000 in the aggregate of the Company's common stock.  The repurchase program is intended to be implemented through purchases made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or by any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations.  The size, scope and timing of any purchases will be based on business, market and other conditions and factors, including price, regulatory and contractual requirements or consents, and capital availability.  The repurchase program does not require the Company to acquire any particular amount of common stock, and the program may be suspended, modified or discontinued at any time at the Company's discretion without prior notice. Shares of stock repurchased under the program will be held as treasury shares.  During the year ended September 30, 2009, the Company repurchased 5,000 shares of its common stock for $24,905.   




112







NOTE 16 - FAIR VALUE MEASUREMENTS


On October 1, 2008, the Company adopted ASC 825, Financial Instruments, for financial assets and liabilities recognized at fair value on a recurring basis. We measure certain financial assets and liabilities at fair value on a recurring basis, including securities available for sale. The fair value of these certain financial assets was determined using the following inputs at September 30, 2009:

  
 

Fair Value Measurements at Reporting Date Using

  
 

Total

 

Quoted Prices in Active Markets for Identical Assets          (Level 1)

 

Significant Other Observable Inputs          (Level 2)

 

Significant Unobservable Inputs       (Level 3)

        

Securities available for sale

$27,824,665

 

$27,824,665

 

 $-0-

 

$-0-

Real estate held for sale

2,724,261

 

-0-

 

2,724,261

 

-0-


The Company is also required to disclose certain information about fair values of financial instruments.  Estimates of fair value are made at a specific point in time based upon where available, relevant market prices and information about the financial instrument.  Such estimates do not include any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.  For a portion of the Company’s financial instruments, no quoted market value exists.  Therefore, estimates of fair value are necessarily based on a number of significant assumptions (many of which involve events outside the control of management).  Such assumptions include assessments of current economic conditions, perceived risks associated with these financial instruments and their counterparties; future expected loss experience and other factors.  Given the uncertainties surrounding these assumptions, the reported fair values represent estimates only and, therefore, cannot be compared to the historical accounting model.  Use of different assumptions or methodologies is likely to result in significantly different fair value estimates.


The fair value of cash and cash equivalents approximates their current carrying amounts since all such items are short-term in nature.  The fair value of variable rate mortgage notes payable and loans payable approximate their current carrying amounts since such amounts payable are at approximately a weighted-average current market rate of interest.  At September 30, 2009, the fair value (estimated based upon expected cash outflows discounted at current market rates) and carrying value of fixed rate mortgage notes payable amounted to $189,682,000 and $192,050,283, respectively.  As of September 30, 2009, the real estate held for sale is recorded at estimated fair value.


NOTE 17 - CASH FLOW AND COMPREHENSIVE INCOME INFORMATION


During 2009, 2008 and 2007, the Company paid cash for interest of $14,084,559, $13,383,667 and $8,353,320, respectively.  For 2009, 2008 and 2007, these amounts are net of interest capitalized of $36,000 $262,084 and $34,434, respectively.  


During 2009, 2008 and 2007, the Company had $4,328,028, $2,886,993 and $-0-, respectively, of dividends which were reinvested that required no cash transfers.  



113








The following is the non-cash investing activities related to the merger with Monmouth Capital during 2007.  (see Note No. 2):


Real estate investments

$83,235,331

Intangible assets

5,108,304

Securities available for sale

3,313,448

Note receivable

544,467

Other assets

29,069

Accrued and other liabilities

(835,477)

Mortgages

(40,355,224)

Subordinated convertible debentures

(14,990,000)

Notes payable

(1,707,475)

Minority interest

(3,001,255)

Common stock

(37,276)

Additional paid in capital

(31,303,912)


The following are the reclassification adjustments related to securities available for sale included in Accumulated Other Comprehensive Income (Loss).  


  

2009

 

2008

 

2007

Unrealized holding gains (losses) arising   

   during the year



$10,537,014



($5,518,695)



($462,098)

Add/Less:  reclassification adjustment for (gains) losses realized in income

 


600,732

 


(186,798)

 


(426,146)

       

Net unrealized gains (losses)

 

$9,936,282

 

($5,705,493)

 

($888,244)


NOTE 18 – CONTINGENCIES AND COMMITMENTS


The Company is subject to claims and litigation in the ordinary course of business.  Management does not believe that any such claim or litigation will have a material adverse effect on the consolidated balance sheet or results of operations.


The Company has a contract to purchase an industrial building for approximately $8,050,000.  The purchase is anticipated to close in the first quarter of fiscal 2010.  


NOTE 19 – SUBSEQUENT EVENTS


On October 20, 2009, the Company issued 1,730,200 shares of common stock in a registered direct placement at $6.50 per share.  The Company received net proceeds from the offering of approximately $10,500,000.  The Company intends to use the net proceeds to purchase additional properties in the ordinary course of business and for general corporate purposes.


On October 22, 2009, the Company purchased a 449,900 square foot industrial building in Memphis, Tennessee.  The building is 100% net-leased to FedEx Supply Chain Services, Inc. through May 31, 2019.  The purchase price including closing costs was approximately $14,600,000.    The Company obtained a mortgage of $10,000,000 at a fixed interest rate of 6.25% and paid the remainder in cash.



114








NOTE 20 – SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)


The following is the Unaudited Selected Quarterly Financial Data:


SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

THREE MONTHS ENDED

     

FISCAL 2009

12/31/08

3/31/09

6/30/09

9/30/09

     

Rental and Reimbursement

  Revenue


$10,282,379


$10,552,266


$10,242,682


$10,241,171

Total Expenses

5,112,738

5,469,304

5,395,253

5,361,182

Other Income (Expense)

(6,175,106)

(6,167,891)

(2,954,752)

(2,698,856)

Minority Interest

28,912

25,775

38,084

61,212

Income (Loss) from Continuing

     Operations


(1,034,377)


(1,110,704)


1,854,593


2,119,921

Income (Loss) from  Discontinued

     Operations (1)


40,337


(285,595)


34,460


34,266

Net Income (Loss)

(994,040)

(1,396,299)

1,889,053

2,154,187

Net Income (Loss) Applicable to

    Common Shareholders


(1,624,344)


(2,026,603)


1,258,749


1,523,885

Net Income (Loss) Applicable to

    Common Shareholders per

     Share


(.07)


(.08)


.05


.06

     

FISCAL 2008

12/31/07

3/31/08

6/30/08

9/30/08

     

Rental and Reimbursement

  Revenue


$9,449,260


$9,572,304


$9,505,479


$10,621,216

Total Expenses

4,712,387

5,053,231

4,849,864

5,879,130

Other Income (Expense)

(5,140,117)

(4,100,402)

(2,960,213)

(2,727,056)

Minority Interest

34,368

41,386

91,705

(27,715)

Income (Loss) from Continuing

    Operations


(437,612)


377,285


1,603,697


2,042,745

Income from Discontinued

     Operations (2)


214,833


208,561


3,447,971


3,565,415

Net Income

(222,779)

585,846

5,051,668

5,608,160

Net Income Applicable to

    Common Shareholders


(853,212)


(44,457)


4,421,364


4,977,856

Net Income Applicable to Common

    Shareholders per Share


(.04)


(.01)


.18


.22

     

 (1)  During 2009, the Company designated the Quakertown, Pennsylvania property as held for sale.

(2)  During June 2008 and July 2008, the Company sold industrial properties in Franklin, Massachusetts, and Ramsey, New Jersey, respectively, and recognized a gain on sale of $3,268,496 and $3,522,120, respectively.  



115







MONMOUTH REAL ESTATE INVESTMENT CORPORATION

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

SEPTEMBER 30, 2009

Column A

 

Column B

 

Column C

 

Column D

        

Capitalization

      

Buildings and

 

Subsequent to

Description

 

Encumbrances

 

Land

 

Improvements

 

Acquisition

Shopping Center

        

  Somerset, NJ

$

-0-

$

55,182

$

637,097

$

665,218

Vacant Land

        

   Shelby County, TN

 

-0-

 

11,065

 

-0-

 

-0-

Industrial Buildings

        

  Monaca, PA

 

-0-

 

330,772

 

878,081

 

2,074,484

  Orangeburg, NY

 

-0-

 

694,720

 

2,977,372

 

22,234

  Greensboro, NC

 

 -0-

 

327,100

 

1,853,700

 

             15,000

  Jackson, MS

 

-0-

 

218,000

 

1,233,500

 

276,904

  Urbandale, IA

 

-0-

 

310,000

 

1,758,000

 

             96,515

  Richland, MS

 

-0-

 

211,000

 

1,195,000

 

             72,000

  O'Fallon, MO

 

-0-

 

264,000

 

3,302,000

 

           267,775

  Fayetteville, NC

 

3,550,000

 

172,000

 

4,467,885

 

219,977

  Schaumburg, IL

 

1,010,120

 

1,039,800

 

3,694,320

 

            171,838

  Burr Ridge, IL

 

364,669

 

270,000

 

1,236,599

 

             50,146

  Romulus, MI

 

1,018,037

 

531,000

 

3,653,883

 

             12,078

  Liberty, MO

 

1,604,858

 

723,000

 

6,510,546

 

               8,866

  Omaha, NE

 

1,631,749

 

1,170,000

 

4,425,500

 

86,212

  Charlottesville, VA

 

1,190,963

 

1,170,000

 

2,845,000

 

4,200

  Jacksonville, FL

 

3,237,882

 

1,165,000

 

4,668,080

 

239,750

  West Chester Twp, OH

 

3,407,017

 

695,000

 

3,342,000

 

        1,024,253

  Richmond, VA

 

2,949,802

 

1,160,000

 

6,413,305

 

             23,265

  St. Joseph, MO

 

5,099,410

 

800,000

 

11,753,964

 

-0-

  Newington, CT

 

1,436,403

 

410,000

 

2,961,000

 

               5,486

  Cudahy, WI

 

2,499,173

 

980,000

 

5,050,997

 

3,324,203

  Beltsville, MD

 

9,427,546

 

3,200,000

 

5,958,773

 

5,217,056

  Granite City, IL

 

5,728,193

 

340,000

 

12,046,675

 

-0-

  Monroe, NC

 

2,485,993

 

500,000

 

4,981,022

 

-0-

  Winston-Salem, NC

 

3,691,183

 

980,000

 

5,610,000

 

60,918

  Elgin, IL

 

3,189,996

 

1,280,000

 

5,529,488

 

-0-

  Tolleson, AZ

 

7,346,306

 

1,320,000

 

13,329,000

 

-0-

  Ft. Myers, FL

 

2,519,038

 

1,910,000

 

2,499,093

 

41,951

  Edwardsville, KS

 

3,218,362

 

1,185,000

 

5,815,148

 

20,253

  Tampa, FL

 

10,601,634

 

5,000,000

 

12,660,003

 

-0-

   Denver, CO

 

2,775,573

 

1,150,000

 

3,890,300

 

1,308,516

   Hanahan, SC (Norton)

 

7,484,644

 

1,129,000

 

11,831,321

 

              12,153

   Hanahan, SC (FDX)

 

2,706,852

 

930,000

 

3,426,362

 

3,250,116

   Augusta, GA (FDX Gr)

 

1,968,973

 

613,000

 

3,026,409

 

1,681,584

   Huntsville, AL

 

1,951,909

 

742,500

 

2,724,418

 

-0-

   Richfield, OH

 

5,100,898

 

1,000,000

 

7,197,945

 

-0-

   Colorado Springs, CO

 

2,952,379

 

1,270,000

 

3,821,000

 

2,097,640

   Tampa, FL

 

5,267,537

 

2,830,000

 

4,704,531

 

-0-

   Griffin, GA

 

9,180,801

 

760,000

 

13,692,115

 

416,742

   Roanoke, VA

 

4,282,495

 

1,853,000

 

4,817,298

 

-0-

   Orion, MI

 

11,569,142

 

3,630,000

 

13,053,289

 

-0-

         



116







MONMOUTH REAL ESTATE INVESTMENT CORPORATION

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

SEPTEMBER 30, 2009


Column A

 

Column B

 

Column C

 

Column D

        

Capitalization

      

Buildings and

 

Subsequent to

Description

 

Encumbrances

 

Land

 

Improvements

 

Acquisition

   Carlstadt, NJ

 

2,640,499

 

1,194,000

 

3,645,501

 

-0-

   Wheeling, IL

 

5,918,380

 

5,112,120

 

9,186,606

 

4,214,507

   White Bear Lake, MN

 

2,101,132

 

1,393,000

 

3,764,126

 

-0-

   Cheektowaga, NY

 

2,032,149

 

4,768,000

 

3,883,971

 

2,035,408

   Richmond, VA (Carrier)

 

 -0-

 

446,000

 

3,910,500

 

-0-

   Quakertown, PA *

 

2,437,500

 

1,014,000

 

1,806,000

 

-0-

   Montgomery, IL

 

5,679,434

 

2,000,000

 

9,225,683

 

-0-

   Tampa, FL (Kellogg)

 

3,446,141

 

1,867,000

 

3,684,794

 

-0-

   Augusta, GA (FDX)

 

1,125,000

 

380,000

 

1,400,943

 

-0-

   Lakeland, FL

 

1,375,000

 

261,000

 

1,621,163

 

-0-

   El Paso, TX

 

5,358,302

 

2,088,242

 

4,514,427

 

-0-

   Chattanooga, TN

 

2,869,203

 

300,000

 

4,464,711

 

-0-

   Bedford Heights, OH

 

3,719,356

 

990,000

 

4,893,912

 

1,758

   Kansas City, MO

 

3,065,399

 

660,000

 

4,049,832

 

18,542

   Punta Gorda, FL

 

2,688,550

 

660,000

 

3,441,992

 

-0-

   Cocoa, FL

 

6,802,343

 

1,881,316

 

8,623,564

 

-0-

   Orlando, FL

 

5,654,785

 

2,200,000

 

6,133,800

 

12,862

   Topeka, KS

 

2,687,573

 

-0-

 

3,680,000

 

-0-

         
 

 $

192,050,283

   $

71,554,817

 $

297,403,544

 $

29,050,410

 

      



117







MONMOUTH REAL ESTATE INVESTMENT CORPORATION

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

SEPTEMBER 30, 2009

Column A

 

Column E (1) (2)

  

         Gross Amount at Which Carried

  

                      September 30, 2009

Description

 

Land

 

Bldg & Imp

 

Total

Shopping Center

      

  Somerset, NJ

$

55,182

$

1,302,315

$

1,357,497

Vacant Land

      

   Shelby County, TN

 

11,065

 

-0-

 

11,065

Industrial Buildings

      

  Monaca, PA

 

330,772

 

2,952,565

 

3,283,337

  Orangeburg, NY

 

694,720

 

2,999,606

 

3,694,326

  Greensboro, NC

 

327,100

 

1,868,700

 

2,195,800

  Jackson, MS

 

218,000

 

1,510,404

 

1,728,404

  Urbandale, IA

 

310,000

 

1,854,515

 

2,164,515

  Richland, MS

 

211,000

 

1,267,000

 

1,478,000

  O'Fallon, MO

 

264,000

 

3,569,775

 

3,833,775

  Fayetteville, NC

 

172,000

 

4,687,862

 

4,859,862

  Schaumburg, IL

 

1,039,800

 

3,866,158

 

4,905,958

  Burr Ridge, IL

 

270,000

 

1,286,745

 

1,556,745

  Romulus, MI

 

531,000

 

3,665,961

 

4,196,961

  Liberty, MO

 

723,000

 

6,519,412

 

7,242,412

  Omaha, NE

 

1,170,000

 

4,511,712

 

5,681,712

  Charlottesville, VA

 

1,170,000

 

2,849,200

 

4,019,200

  Jacksonville, FL

 

1,165,000

 

4,907,830

 

6,072,830

  West Chester Twp, OH

 

695,000

 

4,366,253

 

5,061,253

  Richmond, VA

 

1,160,000

 

6,436,570

 

7,596,570

  St. Joseph, MO

 

800,000

 

11,753,964

 

12,553,964

  Newington, CT

 

410,000

 

2,966,486

 

3,376,486

  Cudahy, WI

 

980,000

 

8,375,200

 

9,355,200

  Beltsville, MD

 

3,200,000

 

11,175,829

 

14,375,829

  Granite City, IL

 

340,000

 

12,046,675

 

12,386,675

  Monroe, NC

 

500,000

 

4,981,022

 

5,481,022

  Winston-Salem, NC

 

980,000

 

5,670,918

 

6,650,918

  Elgin, IL

 

1,280,000

 

5,529,488

 

6,809,488

  Tolleson, AZ

 

1,320,000

 

13,329,000

 

14,649,000

  Ft. Myers, FL

 

1,910,000

 

2,541,044

 

4,451,044

  Edwardsville, KS

 

1,185,000

 

5,835,401

 

7,020,401

  Tampa, FL

 

5,000,000

 

12,660,003

 

17,660,003

   Denver, CO

 

1,150,000

 

5,198,816

 

6,348,816

   Hanahan, SC (Norton)

 

1,129,000

 

11,843,474

 

12,972,474

   Hanahan, SC (FDX)

 

930,000

 

6,676,478

 

7,606,478

   Augusta, GA (FDX Gr)

 

613,000

 

4,707,993

 

5,320,993

   Huntsville, AL

 

742,500

 

2,724,418

 

3,466,918

   Richfield, OH

 

1,000,000

 

7,197,945

 

8,197,945

   Colorado Springs, CO

 

1,270,000

 

5,918,640

 

7,188,640

   Tampa, FL

 

2,830,000

 

4,704,531

 

7,534,531

   Griffin, GA

 

760,000

 

14,108,857

 

14,868,857

   Roanoke, VA

 

1,853,000

 

4,817,298

 

6,670,298

   Orion, MI

 

3,630,000

 

13,053,289

 

16,683,289




118









MONMOUTH REAL ESTATE INVESTMENT CORPORATION

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

SEPTEMBER 30, 2009

Column A

 

Column E (1) (2)

  

         Gross Amount at Which Carried

  

                      September 30, 2009

Description

 

Land

 

Bldg & Imp

 

Total

       

   Carlstadt, NJ

 

1,194,000

 

3,645,501

 

4,839,501

   Wheeling, IL

 

5,112,120

 

13,401,113

 

18,513,233

   White Bear Lake, MN

 

1,393,000

 

3,764,126

 

5,157,126

   Cheektowaga, NY

 

4,768,000

 

5,919,379

 

10,687,379

   Richmond, VA (Carrier)

 

446,000

 

3,910,500

 

4,356,500

   Quakertown, PA *

 

1,014,000

 

1,806,000

 

2,820,000

   Montgomery, IL

 

2,000,000

 

9,225,683

 

11,225,683

   Tampa, FL (Kellogg)

 

1,867,000

 

3,684,794

 

5,551,794

   Augusta, GA (FDX)

 

380,000

 

1,400,943

 

1,780,943

   Lakeland, FL

 

261,000

 

1,621,163

 

1,882,163

   El Paso, TX

 

2,088,242

 

4,514,427

 

6,602,669

   Chattanooga, TN

 

300,000

 

4,464,711

 

4,764,711

   Bedford Heights, OH

 

990,000

 

4,895,670

 

5,885,670

   Kansas City, MO

 

660,000

 

4,068,374

 

4,728,374

   Punta Gorda, FL

 

660,000

 

3,441,992

 

4,101,992

   Cocoa, FL

 

1,881,316

 

8,623,564

 

10,504,880

   Orlando, FL

 

2,200,000

 

6,146,662

 

8,346,662

    Topeka, KS

 

-0-

 

3,680,000

 

3,680,000

       
 

$

71,544,817

 $

326,453,954

 $

397,998,771

























119








MONMOUTH REAL ESTATE INVESTMENT CORPORATION

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

SEPTEMBER 30, 2009

Column A

 

Column F

 Column G

 Column H

 Column I

Description

 

Accumulated Depreciation

 Date of Construction

 Date

Acquired

 Depreciable

Life

Shopping Center

     

  Somerset, NJ

$

1,176,435

1970

1970

10-33

Vacant Land

     

   Shelby County, TN

 

-0-

N/A

2007

N/A

Industrial Buildings

     

  Monaca, PA

 

1,871,178

1977

1977 (A)

5-31.5

  Orangeburg, NY

 

1,608,698

1990

1993

31.5

  Greensboro, NC

 

978,811

1988

1993

31.5

  Jackson, MS

 

695,355

1988

1993

39

  Urbandale, IA

 

727,127

1985

1994

39

  Richland, MS

 

485,136

1986

1994

39

  O'Fallon, MO

 

1,297,335

1989

1994

39

  Fayetteville, NC

 

1,464,650

1996

1997

39

  Schaumburg, IL

 

1,264,099

1997

1997

39

  Burr Ridge, IL

 

382,556

1997

1997

39

  Romulus, MI

 

1,082,822

1998

1998

39

  Liberty, MO

 

1,927,692

1997

1998

39

  Omaha, NE

 

1,209,459

1999

1999

39

  Charlottesville, VA

 

766,374

1998

1999

39

  Jacksonville, FL

 

1,283,695

1998

1999

39

  West Chester Twp, OH

 

959,631

1999

2000

39

  Richmond, VA

 

1,411,307

2000

2001

39

  St. Joseph, MO

 

2,561,630

2000

2001

39

  Newington, CT

 

647,520

2001

2001

39

  Cudahy, WI

 

1,303,035

2001

2001

39

  Beltsville, MD

 

1,491,973

2000

2001

39

  Granite City, IL

 

2,317,354

2001

2001

39

  Monroe, NC

 

957,848

2001

2001

39

  Winston-Salem, NC

 

1,103,539

2001

2002

39

  Elgin, IL

 

1,063,320

2002

2002

39

  Tolleson, AZ

 

2,221,404

2002

2002

39

  Ft. Myers, FL

 

433,367

1974 (B)

2002

39

  Edwardsville, KS

 

973,836

2002

2003

39

  Tampa, FL

 

1,785,754

2004

2004

39

   Denver, CO

 

499,217

2005

2005

39

   Hanahan, SC (Norton)

 

1,365,797

2002

2005

39

   Hanahan, SC (FDX)

 

516,259

2005

2005

39

   Augusta, GA (FDX Gr)

 

406,879

2005

2005

39

   Huntsville, AL

 

294,285

2005

2005

39

   Richfield, OH

 

645,967

2005

2006

39

   Colorado Springs, CO

 

421,355

2005

2006

39

   Tampa, FL

 

401,292

1997

2006

39

   Griffin, GA

 

1,234,085

2002/2005(C)

2006

39

   Roanoke, VA

 

302,983

1996

2007

39

   Orion, MI

 

800,589

2007

2007

39



120









MONMOUTH REAL ESTATE INVESTMENT CORPORATION

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION

SEPTEMBER 30, 2009

Column A

 

Column F

 Column G

 Column H

 Column I

Description

 

Accumulated Depreciation

 Date of Construction

 Date

Acquired

 Depreciable

Life

   Carlstadt, NJ

 

210,296

1977

2007

39

   Wheeling, IL

 

909,453

2003

2007

39

   White Bear Lake, MN

 

246,522

2001

2007

39

   Cheektowaga, NY

 

320,169

2002

2007

39

   Richmond, VA (Carrier)

 

248,430

2004

2007

39

   Quakertown, PA *

 

95,739

1988

2007

39

   Montgomery, IL

 

611,333

2004

2007

39

   Tampa, FL (Kellogg)

 

243,565

1989

2007

39

   Augusta, GA (FDX)

 

89,800

1993

2007

39

   Lakeland, FL

 

103,919

1993

2007

39

   El Paso, TX

 

289,387

2005

2007

39

   Chattanooga, TN

 

286,193

2002

2007

39

   Bedford Heights, OH

 

314,335

1998

2007

39

   Kansas City, MO

 

258,707

2002

2007

39

   Punta Gorda, FL

 

209,357

2007

2007

39

   Cocoa, FL

 

331,668

2006

2008

39

   Orlando, FL

 

236,229

1997

2008

39

   Topeka, KS

 

47,179

2006

2009

39

      
 

$

49,393,929

   

(A)   Buildings & improvements re-acquired in

        1986.

     

(B)   Property was renovated in 2001.

     

(C)   Property consist of 2 buildings

     

* Property was classified as held for sale

     




121








MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

SCHEDULE III

REAL ESTATE AND ACCUMULATED DEPRECIATION (CONT’D.)


(1)

Reconciliation


                                                           REAL ESTATE INVESTMENTS


  

9/30/09

 

9/30/08

 

9/30/07

       

Balance-Beginning of Year

$

390,175,072

$

356,651,751

$

252,106,723

Additions:

      

          Acquisitions

 

3,680,000

 

24,428,244

 

106,248,243

          Improvements

 

4,143,699

 

15,238,074

 

3,811,670

Total Additions

 

7,823,699

 

39,666,318

 

110,059,913

Sales

 

(-0-)

 

(6,142,997)

 

(5,514,885)

       

Balance-End of Year

$

397,998,771

$

390,175,072

$

356,651,751

       




                      ACCUMULATED DEPRECIATION


  

9/30/09

 

9/30/08

 

9/30/07

       

Balance-Beginning of Year

$

40,824,504

$

35,254,756

$

30,705,823

          Depreciation

 

8,569,425

 

8,017,084

 

6,547,825

          Sales

 

-0-

 

(2,447,336)

 

(1,998,892)

       

Balance-End of Year

$

49,393,929

$

40,824,504

$

35,254,756

       




122







MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO SCHEDULE III

SEPTEMBER 30,

 (1)

Reconciliation

  

2009

 

2008

 

2007

Balance – Beginning of Year

$

390,175,072

$

356,651,751

$

252,106,723

Additions:

      

Somerset, NJ

 

87,421

 

6,405

 

-0-

Monaca, PA

 

485,651

 

267,242

 

-0-

Orangeburg, NY

 

-0-

 

-0-

 

13,911

Greensboro, NC

 

-0-

 

-0-

 

-0-

Jackson, MS

 

150,000

 

3,135

 

-0-

Urbandale, IA

 

-0-

 

-0-

 

85,950

Richland, MS

 

-0-

 

-0-

 

-0-

O’Fallon, MO

 

-0-

 

-0-

 

211,059

Fayetteville, NC

 

-0-

 

195,869

 

-0-

Schaumburg, IL

 

-0-

 

-0-

 

148,646

Burr Ridge, IL

 

26,951

 

-0-

 

6,115

Romulus, MI

 

-0-

 

-0-

 

-0-

Liberty, MO

 

-0-

 

-0-

 

-0-

Omaha, NE

 

44,295

 

41,917

 

-0-

Charlottesville, VA

 

4,200

 

-0-

 

-0-

Jacksonville, FL

 

102,814

 

19,750

 

93,985

West Chester Twp, OH

 

-0-

 

-0-

 

3,450

Richmond, VA

 

-0-

 

-0-

 

20,265

St. Joseph, MO

 

-0-

 

-0-

 

-0-

Newington, CT

 

-0-

 

19,783

 

-0-

Cudahy, WI

 

-0-

 

-0-

 

3,216,096

Beltsville, MD

 

216,377

 

5,000,679

 

-0-

Granite City, IL

 

-0-

 

-0-

 

-0-

Monroe, NC

 

-0-

 

-0-

 

-0-

Winston Salem, NC

 

-0-

 

-0-

 

-0-

Elgin, IL

 

-0-

 

-0-

 

-0-

Tolleson, AZ

 

-0-

 

-0-

 

-0-

Ft. Myers, FL

 

3,076

 

4,393

 

-0-

Edwardsville, KS

 

-0-

 

20,253

 

-0-

Tampa, FL (FDX Ground)

 

-0-

 

-0-

 

-0-

Denver, CO

 

(3,451)

 

1,311,967

 

-0-

Hanahan, SC (Norton)

 

-0-

 

-0-

 

-0-

Hanahan, SC (FDX)

 

202,502

 

2,778,523

 

12,153

Augusta, GA

 

271,626

 

1,409,958

 

-0-

Huntsville, AL

 

-0-

 

-0-

 

-0-

Richfield, OH

 

-0-

 

-0-

 

-0-

Colorado Springs, CO

 

85,870

 

2,011,770

 

-0-

Tampa, FL (FDX)

 

-0-

 

-0-

 

-0-

Griffin, GA

 

416,742

 

-0-

 

40

Roanoke, VA

 

-0-

 

-0-

 

6,428,908

Orion, MI

 

-0-

 

1,472,289

 (3)

15,211,000

Shelby County, TN

 

-0-

 

-0-

 

11,065

Carlstadt, NJ

 

-0-

 

849,501

 (3)

3,990,000

Wheeling, IL

 

1,355

 

3,247,631

 (3)

15,264,247

White Bear Lake, MN

 

-0-

 

121,126

 (3)

5,036,000

Cheektowaga, NY

 

2,035,408

 

2,274,972

 (3)

6,376,999

Richmond, VA (Carrier)

 

-0-

 

171,500

 (3)

4,185,000



123







MONMOUTH REAL ESTATE INVESTMENT CORPORATION AND SUBSIDIARIES

NOTES TO SCHEDULE III, (CONT’D)

SEPTEMBER 30,

(1)

Reconciliation (cont’d)


  

2009

 

2008

 

2007

       

Quakertown, PA

 

-0-

 

($155,000)

 (3)

$2,975,000

Montgomery, IL

 

-0-

 

(413,317)

 (3)

11,639,000

Tampa, FL (Kellogg)

 

-0-

 

(305,000)

 (3)

5,856,794

Augusta, GA (FDX)

 

-0-

 

-0-

 

1,780,943

Lakeland, FL

 

-0-

 

-0-

 

1,882,163

El Paso, TX

 

-0-

 

-0-

 

6,602,669

Chattanooga, TN

 

-0-

 

-0-

 

4,764,711

Bedford Heights, OH

 

-0-

 

1,758

 

5,883,912

Kansas City, MO

 

-0-

 

18,542

 

4,709,832

Punta Gorda, FL

 

-0-

 

451,992

 (3)

3,650,000

Cocoa, FL

 

-0-

 

10,504,880

 

-0-

Orlando, FL

 

12,862

 

8,333,800

 

-0-

Topeka, KS

 

3,680,000

 

-0-

 

-0-

Total Additions

 

7,823,699

 

39,666,318

 

110,059,913

Total Disposals

 

(-0-)

 

(6,142,997)

 

(5,514,885)

Balance – End of Year

$

397,998,771

$

390,175,072

$

356,651,751

       

(2)

The aggregate cost for Federal tax purposes approximates historical cost.

(3)

 Increases and decreases were due to finalization of the purchase price allocation from the MCC merger.




124







SIGNATURES


Pursuant to the requirements of Section 13 of 15 (d) 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.


MONMOUTH REAL ESTATE INVESTMENT

CORPORATION

(Registrant)



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



Date:  December 9, 2009

     

By:       /s/ Eugene W. Landy

 

                                                                         

Eugene W. Landy, President, Chief

              Executive Officer and Director


Date:  December 9, 2009

By:       /s/ Anna T. Chew

             Anna T. Chew, Chief Financial Officer

                                                                                     and Director



Date:  December 9, 2009

By:       /s/ Daniel D. Cronheim

             Daniel D. Cronheim, Director



Date:  December 9, 2009

By:     /s/ Catherine B. Elflein

           Catherine B. Elflein, Director



Date:  December 9, 2009

By:       /s/ Neal Herstik

            Neal Herstik, Director



Date:  December 9, 2009

By:       /s/ Matthew I. Hirsch

             Matthew I. Hirsch, Director



Date:  December 9, 2009

By:       /s/   Joshua Kahr

              Joshua Kahr, Director



Date:  December 9, 2009

By:       /s/   Michael P. Landy

              Michael P. Landy

                                                                                     Executive Vice President – Investments

         

              and Director


Date:  December 9, 2009

By:       /s/ Samuel A. Landy

             Samuel A. Landy, Director




125








Date:  December 9, 2009

By:

/s/ Cynthia J. Morgenstern

              Cynthia J. Morgenstern

Executive Vice President and Director



Date:  December 9, 2009

By:       /s/ Scott L. Robinson

             Scott L. Robinson, Director



Date:  December 9, 2009

By:       /s/   Eugene Rothenberg

             Eugene Rothenberg, Director



Date:   December 9, 2009

By:       /s/   Stephen B. Wolgin

             Stephen B. Wolgin, Director




126