UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

x

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

For the Quarterly Period Ended July 31, 2014

or

o

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

For the transition period from __________________ to ____________________

Commission File No. 000-25043

 

 

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

(Exact name of registrant as specified in its charter)

New Jersey		22-1697095
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
505 Main Street, Hackensack, New Jersey		07601
(Address of principal executive offices)		(Zip Code)

 

201-488-6400

(Registrant's telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 Exchange Act).

Yes ¨  No x

As of September 9, 2014, the number of shares of beneficial interest outstanding was 6,821,171

 

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

 

 

 

INDEX

 

 

Part I:	Financial Information
				Page
	Item 1:	Unaudited Condensed Consolidated Financial Statements
		a.)	Condensed Consolidated Balance Sheets as at July 31, 2014 and October 31, 2013;	3
		b.)	Condensed Consolidated Statements of Income for the Nine and Three Months Ended July 31, 2014 and 2013;	4
		c.)	Condensed Consolidated Statements of Comprehensive Income for the Nine and Three Months Ended July 31, 2014 and 2013;	5
		d.)	Condensed Consolidated Statement of Equity for the Nine Months Ended July 31, 2014;	6
		e.)	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2014 and 2013;	7
		f.)	Notes to Condensed Consolidated Financial Statements.	8
	Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
	Item 3:	Quantitative and Qualitative Disclosures About Market Risk		26
	Item 4:	Controls and Procedures		26
Part II:	Other Information
	Item 1:	Legal Proceedings		26
	Item 1A:	Risk Factors		26
	Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds		26
	Item 5:	Other Information		27
	Item 6:	Exhibits		28
	Signatures			29

 

Part I: Financial Information

 

Item 1: Unaudited Condensed Consolidated Financial Statements

 

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		July 31,				October 31,
		2014				2013
		(In Thousands of Dollars)
ASSETS
Real estate, at cost, net of accumulated depreciation		$	223,143			$	205,451
Construction in progress			37,140				12,092
Cash and cash equivalents			14,316				7,801
Tenants' security accounts			1,659				1,435
Receivables arising from straight-lining of rents			4,136				4,259
Accounts receivable, net of allowance for doubtful accounts			5,646				2,602
Secured loans receivable			5,451				3,323
Prepaid expenses and other assets			4,093				3,366
Acquired over market leases and in-place lease costs			6				27
Deferred charges, net			5,534				2,915
Interest rate swap contract			837				980
Total Assets		$	301,961			$	244,251
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable		$	246,783			$	199,423
Deferred trustee compensation plan			8,709				7,813
Accounts payable and accrued expenses			7,685				5,656
Dividends payable			2,077				4,582
Tenants' security deposits			2,370				2,118
Deferred revenue			769				854
Total Liabilities			268,393				220,446
Commitments and contingencies
Equity:
Common equity:
Shares of beneficial interest without par value:
8,000,000 shares authorized; 6,993,152 shares issued			24,969				24,969
Treasury stock, at cost: 71,409 shares @ July 31, 2014
51,009 @ October 31, 2013			(1,492	)			(1,135	)
Dividends in excess of net income			(4,867	)			(9,651	)
Accumulated other comprehensive income			586				686
Total Common Equity			19,196				14,869
Noncontrolling interests in subsidiaries			14,372				8,936
Total Equity			33,568				23,805
Total Liabilities and Equity		$	301,961			$	244,251

 

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

NINE AND THREE MONTHS ENDED JULY 31, 2014 AND 2013

(Unaudited)

 

		Nine Months Ended July 31,								Three Months Ended July 31,
		2014				2013				2014				2013
		(In Thousands of Dollars, Except Per Share Amounts)								(In Thousands of Dollars, Except Per Share Amounts)
Revenue:
Rental income		$	27,435			$	26,570			$	9,342			$	8,840
Reimbursements			3,798				3,732				1,051				1,435
Sundry income			404				376				40				109
			31,637				30,678				10,433				10,384
Expenses:
Operating expenses			8,366				7,760				2,635				2,630
Management fees			1,453				1,381				495				432
Real estate taxes			5,490				5,605				1,762				1,867
Depreciation			4,654				4,533				1,614				1,511
			19,963				19,279				6,506				6,440
Operating income			11,674				11,399				3,927				3,944
Investment income			133				150				50				50
Interest expense including amortization
of deferred financing costs			(8,434	)			(9,032	)			(2,613	)			(2,949	)
Regency acquisition costs			(648	)			—				(648	)			—
Income from continuing operations			2,725				2,517				716				1,045
Income from discontinued operations			7				811				—				48
Gain on sale of discontinued operations			8,734				1,377				—				—
Net income			11,466				4,705				716				1,093
Net income attributable to
noncontrolling interest in subsidiaries			(453	)			(454	)			(162	)			(182	)
Net income attributable to common equity		$	11,013			$	4,251			$	554			$	911
Earnings per share - basic:
Continuing operations		$	0.33			$	0.30			$	0.08			$	0.12
Discontinued operations			1.26				0.31				—				0.01
Net income attributable to common equity		$	1.59			$	0.61			$	0.08			$	0.13
Weighted average shares outstanding-basic			6,925				6,942				6,922				6,942
Amounts attributable to common equity:
Income from continuing operations		$	2,272			$	2,063			$	554			$	863
Income from discontinued operations			8,741				2,188				—				48
Net income attributable to common equity		$	11,013			$	4,251			$	554			$	911

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

NINE AND THREE MONTHS ENDED JULY 31, 2014 AND 2013

(Unaudited)

 

		Nine Months Ended July 31,								Three Months Ended July 31,
		2014				2013				2014				2013
		(In Thousands of Dollars)								(In Thousands of Dollars)
Net income		$	11,466			$	4,705			$	716			$	1,093
Other comprehensive income (loss):
Unrealized gain (loss) on interest rate swap contract
before reclassifications			(373	)			994				(210	)			1,221
Amount reclassified from accumulated other
comprehensive income to interest expense			230				182				78				77
Net unrealized gain (loss) on interest rate swap contract			(143	)			1,176				(132	)			1,298
Comprehensive income			11,323				5,881				584				2,391
Net income attributable to noncontrolling interests			(453	)			(454	)			(162	)			(182	)
Other comprehensive income (loss):
Unrealized (gain) loss on interest rate swap contract
attributable to noncontrolling interests			43				(353	)			40				(390	)
Comprehensive income attributable to noncontrolling interests			(410	)			(807	)			(122	)			(572	)
Comprehensive income attributable to common equity		$	10,913			$	5,074			$	462			$	1,819

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

NINE MONTHS ENDED JULY 31, 2014

(Unaudited)

 

		Common Equity
		Shares of Beneficial Interest				Treasury Shares at Cost				Dividends in Excess of Net Income				Accumulated Other Comprehensive Income				Total Common Equity				Noncontrolling Interests				Total Equity
		(In Thousands of Dollars)
Balance at October 31, 2013		$	24,969			$	(1,135	)		$	(9,651	)		$	686			$	14,869			$	8,936			$	23,805
Treasury shares							(357	)											(357	)							(357	)
Distributions to noncontrolling interests																			—				(765	)			(765	)
Net income											11,013								11,013				453				11,466
Dividends declared ($0.90 per share)											(6,229	)							(6,229	)							(6,229	)
Unrealized loss on interest rate swap															(100	)			(100	)			(43	)			(143	)
Additional investment by noncontrolling interest in Grande Rotunda, LLC																			—				5,791				5,791
Balance at July 31, 2014		$	24,969			$	(1,492	)		$	(4,867	)		$	586			$	19,196			$	14,372			$	33,568

 

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED JULY 31, 2014 AND 2013

(Unaudited)

 

		Nine Months Ended
		July 31,
		2014				2013
		(In Thousands of Dollars)
Operating activities:
Net income		$	11,466			$	4,705
Adjustments to reconcile net income to net cash provided by
operating activities (including discontinued operations):
Depreciation			4,654				4,543
Amortization			494				473
Net amortization of acquired leases			16				18
Gain on sale of discontinued operations			(8,734	)			(1,377	)
Income tax adjustment on gain on sale of discontinued
operation			—				(720	)
Changes in operating assets and liabilities:
Tenants' security accounts			(36	)			139
Accounts and straight-line rents receivable,
prepaid expenses and other assets			(904	)			(109	)
Accounts payable, accrued expenses and deferred
trustee compensation			993				387
Tenants' security deposits			64				(161	)
Deferred revenue			(85	)			(451	)
Net cash provided by operating activities			7,928				7,447
Investing activities:
Capital improvements - existing properties			(3,236	)			(1,115	)
Construction and pre-development costs			(22,244	)			(3,175	)
Regency acquisition - net of proceeds held in escrow			(10,855	)			—
Secured loans receivable to noncontrolling interest			(2,128	)			—
Net cash used in investing activities			(38,463	)			(4,290	)
Financing activities:
Repayment of mortgages and construction loan			(12,268	)			(44,791	)
Repayment of credit line			(2,000	)			—
Proceeds from mortgage loan refinancings			19,700				42,750
Proceeds from construction loan			31,928				—
Proceeds from credit line			10,000				—
Deferred financing costs			(2,582	)			(987	)
Dividends paid			(8,734	)			(5,554	)
Repurchase of Company stock-Treasury shares			(357	)			—
Additional investment by noncontrolling interest			2,128				—
Distributions to noncontrolling interests			(765	)			(462	)
Net cash provided by (used in) financing activities			37,050				(9,044	)
Net increase (decrease) in cash and cash equivalents			6,515				(5,887	)
Cash and cash equivalents, beginning of period			7,801				10,610
Cash and cash equivalents, end of period		$	14,316			$	4,723
Supplemental disclosure of cash flow data:
Interest paid, net of amounts capitalized		$	7,503			$	8,291
Income taxes paid		$	—			$	1,245
Supplemental schedule of non cash activities:
Investing activities:
Proceeds from sale of discontinued operation, held in
escrow pending 1031 exchange, and applied to acquisition
of replacement property		$	9,768			$	1,461
Accrued capital expenditures, construction costs, pre-development costs and interest		$	4,986			$	1,854
Financing activities:
Dividends declared but not paid		$	2,077			$	2,083

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 1 - Basis of presentation:

The accompanying interim condensed consolidated financial statements have been prepared, in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and pursuant to the rules of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnotes required by GAAP for complete financial statements have been omitted. It is the opinion of management that all adjustments considered necessary for a fair presentation have been included, and that all such adjustments are of a normal recurring nature.

The consolidated results of operations for the nine and three-month periods ended July 31, 2014 are not necessarily indicative of the results to be expected for the full year or any other period. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended October 31, 2013 of First Real Estate Investment Trust of New Jersey (“FREIT”).

Reclassifications: Certain revenue and expense accounts in the prior periods’ condensed consolidated financial statements and footnotes have been reclassified to conform to the current presentation. (See Note 5.)

 

Note 2 –Recently issued accounting standards:

In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update stated that the specific requirement in ASU 2011-05 to present items that are reclassified from other comprehensive income to net income alongside their respective components of net income and other comprehensive income will be deferred. In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. This update requires companies to present the effects on the line items of net income of significant reclassifications out of accumulated other comprehensive income if the amount being reclassified is required under U.S. generally accepted accounting principles to be reclassified in its entirety to net income in the same reporting period. ASU 2013-02 is effective prospectively for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2012 with early adoption permitted. The Company has adopted this guidance effective with its 1st quarter ended January 31, 2014.

In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which amends the definition of a discontinued operation. The new guidance requires discontinued operation treatment for disposals of a component or group of components that represent a strategic shift that has, or will have, a major impact on an entity’s operations or financial results. The ASU is effective prospectively for all disposals that occur in annual periods (and interim periods therein) beginning on or after December 15, 2014, with early adoption permitted.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers”, (ASU 2014-09), which is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016. Early adoption is not permitted. ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. FREIT is currently assessing the impact this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

 

Note 3 - Earnings per share:

Basic earnings per share is calculated by dividing net income attributable to common equity (numerator) by the weighted average number of shares outstanding during each period (denominator). The calculation of diluted earnings per share is similar to that of basic earnings per share, except that the denominator is increased to include the number of additional shares that would have been outstanding if all potentially dilutive shares, such as those issuable upon the exercise of stock options and warrants, were issued during the period. Since FREIT does not have any outstanding dilutive securities, only basic earnings per share is presented.

Note 4 - Interest rate swap contract: 

On December 26, 2012, Damascus Centre, LLC refinanced its $15 million construction loan with a variable rate $25 million mortgage loan of which $20 million has been drawn as of July 31, 2014. The new loan will mature on January 3, 2023. In connection therewith, on December 26, 2012, FREIT entered into an interest rate swap contract to reduce the impact of interest rate fluctuations on the LIBOR based variable rate mortgage. At July 31, 2014, the derivative financial instrument had a notional amount of approximately $19,449,000, equivalent to the outstanding balance of the mortgage at this date, and a current maturity date of January 2023. The contract effectively converts the LIBOR based variable rate to a fixed rate of 3.81%. In accordance with ASC 815, “Accounting for Derivative Instruments and Hedging Activities”, FREIT is accounting for this interest rate swap as a cash flow hedge and marks to market its fixed pay interest rate swap, taking into account present interest rates compared to the contracted fixed rate over the life of the contract. As of July 31, 2014, FREIT has recorded an asset of $837,000 representing the fair value of the swap, along with a corresponding increase to accumulated other comprehensive income of $586,000 and an increase to non-controlling interest of $251,000. The fair value is based on observable inputs (level 2 in the fair value hierarchy).

 

Note 5 – Discontinued operations:

On December 20, 2013, FREIT’s South Brunswick property, which consisted of vacant land, was sold for $11 million resulting in a capital gain of approximately $8.7 million net of sales fees and commissions. FREIT structured this sale in a manner that qualifies it as a like-kind exchange of real estate pursuant to Section 1031 of the Internal Revenue Code. The 1031 Exchange transaction will result in a deferral for income tax purposes of the $8.7 million capital gain, which is included in discontinued operations for the nine month period ended July 31, 2014. The net proceeds from this sale, which were approximately $9.8 million, were held in escrow until a replacement property was purchased. A replacement property related to this like-kind exchange was acquired on June 18, 2014, and the sale proceeds held in escrow were applied to the purchase price of such property. (See Note 6 for further details.)

On August 29, 2012, FREIT sold its Heights Manor Apartments in Spring Lake Heights, NJ. In connection with the Heights Manor sale, FREIT recognized a capital gain of approximately $9.5 million of which it distributed approximately $5 million to its shareholders during the fiscal year ended October 31, 2012. As FREIT did not intend to distribute to its shareholders the remaining $4.5 million of capital gain, FREIT provided approximately $1.5 million federal and $400,000 state income taxes on such undistributed gain, which was charged to discontinued operations during the fiscal year ended October 31, 2012. In the quarter ended January 31, 2013, FREIT elected, under Section 858 of the Internal Revenue Code, to treat the $1.4 million dividend paid during such period as a distribution of the prior year’s capital gain and, accordingly, reversed $720,000 of the income tax liability, which has been credited to income from discontinued operations for the nine-month period ended July 31, 2013.

On April 26, 2013, FREIT sold its Palisades Manor Apartments in Palisades Park, New Jersey for $1.6 million and recognized a capital gain of approximately $1.4 million from the sale. On August 13, 2013, FREIT sold its Grandview Apartments in Hasbrouck Heights, New Jersey for $2.5 million and recognized a capital gain of approximately $2.2 million from the sale of this property.

The gain from the sale of the South Brunswick property as described above, as well as the related results of operations for the other three properties described above, have been classified as discontinued operations in the accompanying statements of income for all periods presented. Revenue attributable to discontinued operations for the nine and three-month periods ended July 31, 2014 was $0 for both periods, and $306,000 and $77,000 for the nine and three-month periods ended July 31, 2013, respectively.

 

Note 6 – Property acquisition:

On June 18, 2014, FREIT completed the acquisition of the Regency Club (“Regency”), a residential apartment complex located in Middletown, New York. The Regency complex consists of 132 units in 11 buildings and a clubhouse. The acquisition cost was $20,625,000 (exclusive of $648,000 of transaction costs charged to expense), which was funded in part with $9.8 million in net proceeds from the sale of the South Brunswick land, and the remaining balance of $11.5 million (inclusive of the $648,000 of transaction costs) was funded utilizing $10 million of FREIT’s credit line with Provident Bank, and FREIT's available cash. FREIT is in the process of securing long-term financing for this property to replace the funds borrowed from its credit line.

The acquisition price of $20,625,000 has been preliminarily allocated as follows: $17.8 million (86.3%) to the buildings and $2.8 million (13.7%) to the land. These allocated values are subject to change as more data becomes available and the fair value of the tangible and intangible assets acquired can be more accurately determined.

The Regency will be part of FREIT’s Residential segment. Since its acquisition on June 18, 2014, total revenue, net operating income, and operating income recorded for the Regency for the 3^rd Quarter “stub” period amounts to $257,000, $133,000, and $84,000, respectively.

FREIT identified the Regency as a replacement property for the vacant land located in South Brunswick, New Jersey that FREIT sold on December 20, 2013. (See Note 5.)

The following pro forma information shows the results of operations for the nine and three-month periods ended July 31, 2014 and July 31, 2013 for FREIT and Subsidiaries as though the Regency had been acquired at the beginning of fiscal 2013:

 

		Nine Months Ended								Three Months Ended
		July 31,								July 31,
		2014				2013				2014				2013
		(In Thousands)								(In Thousands)
Revenues		$	33,039			$	32,279			$	10,754			$	10,928
Net expenses			29,608				29,653				9,413				9,854
Income from continuing operations			3,431				2,626				1,341				1,074
Income from discontinued operations			7				811				—				48
Gain on sale of discontinued operation			—				1,377				—				—
Net income			3,438				4,814				1,341				1,122
Net income attributable to noncontrolling interest in subsidiaries			(453	)			(454	)			(162	)			(182	)
Net income attributable to common equity		$	2,985			$	4,360			$	1,179			$	940
Earnings per share - basic:
Continuing operations		$	0.43			$	0.32			$	0.17			$	0.13
Discontinued operations			—				0.31				—				0.01
Net income attributable to common equity		$	0.43			$	0.63			$	0.17			$	0.14
Weighted average shares outstanding - basic			6,925				6,942				6,922				6,942

The pro forma results for the current and prior year periods reflect the following adjustments: (a) additional depreciation expense based on the purchase price and a depreciable life of 40 years, (b) additional interest expense based on the $10 million loan used towards the purchase of the property at acquisition date, (c) exclusion of the $8.7 million gain from the sale of the South Brunswick land in June 2014; since this sale was treated as a 1031 Exchange, and would have had to occur prior to the Regency acquisition under Section 1031 of the Internal Revenue code, and (d) exclusion of the $648,000 in non-recurring acquisition expenses related to the Regency purchase.

The pro forma results of operations set forth above are not necessarily indicative of the results that would have occurred had the acquisition been made at the beginning of fiscal 2013, or of future results of operations of FREIT’s combined properties.

 

Note 7 – Mortgage refinancings:

On December 26, 2012, Damascus Centre, LLC refinanced its $15 million construction loan with long-term financing provided by People’s United Bank. The amount of the new loan is $25 million, of which $20 million has been drawn as of July 31, 2014. The balance, up to an additional $5 million, will be available as a one-time draw over the 36 month period ending December 26, 2015, and the amount available will depend on future leasing at the shopping center. The new loan bears a floating interest rate equal to 210 basis points over the BBA LIBOR and the loan will mature on January 3, 2023. In order to minimize interest rate volatility during the term of the loan, Damascus Centre, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 3.81% over the term of the loan.

On January 14, 2013, FREIT refinanced its Westwood Plaza mortgage loan in the amount of $8.0 million, with a new mortgage loan in the amount of $22,750,000. The new loan is at a fixed interest rate of 4.75%, and matures in January 2023. Excess funds from this refinancing will be used to fund tenant fit-up costs at our retail shopping centers, as well as other operational and financing cash flow needs.

On May 28, 2013, the balance of the Grande Rotunda LLC acquisition loan amounting to $19 million was purchased from the bank by FREIT. The due date of the loan was May 1, 2013. While the bank agreed to an additional extension of ninety-days (90) from May 1, 2013, FREIT elected to purchase the Rotunda loan from the bank and have all the bank’s rights assigned to FREIT. It was FREIT’s intention to sell this loan to the lender providing the construction financing for the expansion of the Rotunda project. On December 9, 2013, FREIT’s 60% owned affiliate, Grande Rotunda, LLC, closed with Wells Fargo Bank on a construction loan of up to $120 million to be used to reconfigure and expand its Rotunda property in Baltimore, MD. The construction loan is for a term of four (4) years, with one 12-month extension, at a rate of 225 basis points over the monthly LIBOR. As of July 31, 2014, $31.9 million of this loan was drawn down, of which $19 million was used to pay off the loan from FREIT, and $12.9 million was used to fund the ongoing construction related to Rotunda’s redevelopment project.

On November 19, 2013, FREIT refinanced the mortgages on its Hammel Gardens and Steuben Arms properties that were scheduled to mature on December 1, 2013. The mortgages, aggregating $9.4 million, were refinanced for $19.7 million. The new mortgage amounts reflect, in part, the appreciated value of those assets. This refinancing resulted in: (i) a reduction of annual interest costs from 6.4% to 4.54%, and (ii) net refinancing proceeds of approximately $10 million that are available for capital expenditures and general corporate purposes.

 

Note 8 – Capitalized interest

Interest costs associated with amounts expended at the Grande Rotunda development are capitalized and included in the cost of the project. Interest capitalized during the nine and three-month periods ended July 31, 2014, amounted to $744,000 and $524,000, respectively. No capitalized interest was recognized during the nine and three-month periods ended July 31, 2013, since construction at the Rotunda did not begin until September 2013.

 

Note 9 - Management agreement, fees and transactions with related party:

Hekemian & Co., Inc. (“Hekemian”) currently manages all the properties owned by FREIT and its affiliates, except for The Rotunda, a mixed-use office and retail facility located in Baltimore, Maryland, which is managed by an independent third party management company. The management agreement with Hekemian, effective November 1, 2001, requires the payment of management fees equal to a percentage of rents collected. Such fees were approximately $1,377,000 and $1,294,000 for the nine-month periods ended July 31, 2014 and 2013, respectively, and $470,000 and $403,000 for the three-month periods ended July 31, 2014 and 2013, respectively. In addition, the management agreement provides for the payment to Hekemian of leasing commissions, as well as the reimbursement of operating expenses incurred on behalf of FREIT. Such items amounted to approximately $603,000 and $270,000 for the nine-months ended July 31, 2014 and 2013, respectively, and $69,000 and $74,000 for the three-months ended July 31, 2014 and 2013, respectively. Fees for the current nine and three-month periods include $395,850 in leasing commissions paid to Hekemian relative to the Safeway lease in the Damascus shopping center. The management agreement expires on October 31, 2015, and is automatically renewed for periods of two years unless either party gives notice of non-renewal.

FREIT also uses the resources of the Hekemian insurance department to secure various insurance coverages for its properties and subsidiaries. Hekemian is paid a commission for these services. Such commissions amounted to approximately $121,000 and $103,000 for the nine-months ended July 31, 2014 and 2013, respectively, and $87,000 and $68,000 for the three-month periods ended July 31, 2014 and 2013, respectively.

From time to time, FREIT engages Hekemian to provide certain additional services, such as consulting services related to development, property sales and financing activities of FREIT. Separate fee arrangements are negotiated between Hekemian and FREIT with respect to such additional services. In connection with the development activities at the Rotunda, which is owned and operated by Grande Rotunda, LLC, a definitive agreement for the development services to be provided by Hekemian Development Resources LLC (“Resources”), a wholly owned subsidiary of Hekemian, has been approved and executed. Such fees incurred to Hekemian and Resources during the nine-months ended July 31, 2014 and 2013 were $979,000 and $1,711,000, respectively, and $550,000 and $0 for the three-month periods ended July 31, 2014 and 2013, respectively. Fees incurred in the current nine-month period include: (a) $330,000 in commissions paid to Hekemian relative to the sale of the South Brunswick property, (b) $550,000 in commissions paid to Hekemian relative to the Regency acquisition, and (c) $98,500 in fees related to services performed relative to the Steuben Arms and Hammel Gardens mortgage loan refinancings. Included in the $1.7 million in fees incurred for the prior year’s nine-month period are development fees totaling $1.4 million incurred and payable to Resources, relating to the Rotunda development project, and $239,000 in fees related to services performed relative to the Westwood Plaza and Damascus shopping center mortgage loan refinancings.

With regard to the funding of the Rotunda redevelopment project, Wells Fargo Bank, the construction lender, required that Grande Rotunda, LLC (“Grande”) contribute not less than $14,460,000 towards the construction before any construction loan proceeds can be disbursed. To secure these funds Grande has made a capital call on its members – FREIT and Rotunda 100, LLC (“Rotunda 100”). FREIT’s share (60%) amounts to approximately $8.7 million, and the Rotunda 100 members’ share (40%) amounts to approximately $5.8 million. FREIT, pursuant to previous agreements, has made secured loans to the Rotunda 100 members of approximately $2.1 million towards their share of the $5.8 million capital call. These loans bear an interest rate of 225 basis points over the 90 day LIBOR, and have a maturity date of June 19, 2015. These loans are included in the line item Secured Loans Receivable on FREIT’s condensed consolidated balance sheet at July 31, 2014.

As of July 31, 2014, FREIT has made its required capital call contribution of $8.7 million towards the Rotunda construction financing, and Rotunda 100 has made approximately $2.1 million of its required capital call contribution. The balance of Rotunda 100’s capital call of approximately $3.7 million was made in August 2014, and is included in Accounts Receivable; with a corresponding offset to Noncontrolling Interests in Subsidiaries on FREIT’s consolidated balance sheet as of July 31, 2014. To cover the balance until paid by Rotunda 100, FREIT advanced $3.7 million to Grande. Rotunda 100 repaid the $3.7 million advance from FREIT in August 2014. Both FREIT and the Rotunda 100 members are treating their required capital call contributions as additional investments in Grande. Rotunda 100 is principally owned by employees of Hekemian, including certain members of the immediate family of Robert S. Hekemian and Robert S. Hekemian, Jr.

Mr. Robert S. Hekemian, Chairman of the Board, Chief Executive Officer and a Trustee of FREIT, is the Chairman of the Board and Chief Executive Officer of Hekemian. Mr. Robert S. Hekemian, Jr, a Trustee of FREIT, is the President of Hekemian. Trustee fee expense (including interest) incurred by FREIT for the nine-months ended July 31, 2014 and 2013 was approximately $476,000 and $436,000, respectively, for Mr. Robert S. Hekemian, and $34,000 and $32,000, respectively, for Mr. Robert S. Hekemian, Jr.

 

Note 10 – Income taxes:

FREIT distributed as dividends to its shareholders 100% of its ordinary taxable income for the fiscal year ended October 31, 2013 and intends to distribute as dividends 100% of its ordinary taxable income for the fiscal year ending October 31, 2014. Accordingly, no provision for federal or state income taxes related to such ordinary taxable income was recorded on the Company’s financial statements. As described in Note 5, FREIT has completed a like-kind exchange with respect to the sale of the South Brunswick, NJ property, which was sold on December 20, 2013 at a gain of approximately $8.7 million. Accordingly, no provision for federal or state income taxes related to such gain was recorded in the Company’s financial statements. The tax basis of the Regency, which was the replacement property in the like-kind exchange, is approximately $8 million lower than the acquisition cost of approximately $20.6 million recorded for financial reporting purposes. In Fiscal 2012, FREIT distributed $5 million of the $9.5 million capital gain realized from the sale of its Heights Manor Apartments (see Note 5). However, since FREIT did not intend to distribute to its shareholders the remaining $4.5 million of capital gain realized on the Heights Manor sale, FREIT provided approximately $1.5 million federal and $400,000 state income taxes on such undistributed gain, which was charged to discontinued operations in Fiscal 2012. In the quarter ended January 31, 2013, FREIT decided to elect, under Section 858 of the Internal Revenue Code, to treat the $1.4 million dividend paid during such period as a distribution of the prior year’s capital gain and, accordingly, reversed $720,000 of the income tax liability, which has been credited to income from discontinued operations for the nine-month period ended July 31, 2013.

As of July 31, 2014, the Company had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended October 31, 2010 remain open to examination by the major taxing jurisdictions to which the Company is subject.

 

Note 11 – Fair value of long-term debt:

The following table shows the estimated fair value and carrying value of FREIT’s long-term debt at July 31, 2014 and October 31, 2013:

 

		July 31,				October 31,
($ In Millions)		2014				2013
Fair Value		$	249.1			$	201.9
Carrying Value		$	246.8			$	199.4

 

Fair values are estimated based on market interest rates at July 31, 2014 and October 31, 2013 and on discounted cash flow analysis. Changes in assumptions or estimation methods may significantly affect these fair value estimates. The fair value, which is based on observable inputs, has been characterized as level 2 in the fair value hierarchy as provided by authoritative guidance.

 

Note 12 - Segment information:

FREIT has determined that it has two reportable segments: commercial properties and residential properties. These reportable segments offer different types of space, have different types of tenants, and are managed separately because each requires different operating strategies and management expertise. The commercial segment contains ten (10) separate properties and the residential segment contains seven (7) properties. The accounting policies of the segments are the same as those described in Note 1 in FREIT’s Annual Report on Form 10-K for the fiscal year ended October 31, 2013.

The chief operating and decision-making group of FREIT's commercial segment, residential segment and corporate/other is comprised of FREIT’s Board of Trustees (“Board”).

FREIT assesses and measures segment operating results based on net operating income ("NOI"). NOI, a standard used by real estate professionals, is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes deferred rents (straight lining), lease amortization, depreciation, financing costs and other items. NOI is not a measure of operating results or cash flows from operating activities as measured by GAAP, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.

Continuing real estate rental revenue, operating expenses, NOI and recurring capital improvements for the reportable segments are summarized below and reconciled to condensed consolidated net income-common equity for the nine and three-month periods ended July 31, 2014 and 2013. Asset information is not reported since FREIT does not use this measure to assess performance.

 

		Nine Months Ended								Three Months Ended
		July 31,								July 31,
		2014				2013				2014				2013
		(In Thousands)								(In Thousands)
Real estate rental revenue:
Commercial		$	16,830			$	17,011			$	5,318			$	5,793
Residential			14,946				13,811				5,157				4,612
Total real estate revenue			31,776				30,822				10,475				10,405
Real estate operating expenses:
Commercial			7,070				6,843				2,103				2,356
Residential			7,017				6,629				2,370				2,168
Total real estate operating expenses			14,087				13,472				4,473				4,524
Net operating income:
Commercial			9,760				10,168				3,215				3,437
Residential			7,929				7,182				2,787				2,444
Total net operating income		$	17,689			$	17,350			$	6,002			$	5,881
Recurring capital improvements-residential		$	(351	)		$	(542	)		$	(210	)		$	(341	)
Reconciliation to consolidated net income:
Segment NOI		$	17,689			$	17,350			$	6,002			$	5,881
Deferred rents - straight lining			(123	)			(126	)			(37	)			(15	)
Amortization of acquired leases			(16	)			(18	)			(5	)			(6	)
Investment income			133				150				50				50
General and administrative expenses			(1,222	)			(1,274	)			(419	)			(405	)
Acquisition costs - Regency			(648	)			—				(648	)			—
Depreciation			(4,654	)			(4,533	)			(1,614	)			(1,511	)
Financing costs			(8,434	)			(9,032	)			(2,613	)			(2,949	)
Income from continuing operations			2,725				2,517				716				1,045
Income from discontinued operations			7				811				—				48
Gain on sale of discontinued operations			8,734				1,377				—				—
Net income			11,466				4,705				716				1,093
Net income attributable to noncontrolling
interests			(453	)			(454	)			(162	)			(182	)
Net income attributable to common equity		$	11,013			$	4,251			$	554			$	911

 

Note 13 – Share repurchases:

On December 4, 2013, FREIT’s Board of Trustees authorized the repurchase of up to 24,400 FREIT shares. On December 17, 2013, FREIT repurchased 20,400 shares in a privately-negotiated transaction with an unaffiliated party for an aggregate purchase price of $357,000, or $17.50 per share.

Note 14 – Subsequent events:

On September 4, 2014, FREIT’s Board of Trustees (“Board”) approved the following:

1.

The grant of a total of 246,000 non-qualified share options under the FREIT Equity Incentive Plan to certain FREIT Executive Officers, the members of FREIT’s Board of Trustees (“Trustees”) and certain employees of Hekemian & Co., Inc., FREIT’s managing agent. The options have an exercise price of $18.45 per share, will vest over a 5 year period at 20% per year, and will expire 10 years from the date of grant, which will be September 3, 2024.

2.

Amendments to the FREIT Deferred Fee Plan, effective November 1, 2014, as follows:

(a)

On a prospective basis, a change in the interest rate payable on deferred fees payable to FREIT Trustees from 9% per annum, compounded quarterly, to a floating rate, adjusted quarterly, equal to the average interest rate on ten year treasury bonds plus 150 basis points;

(b)

On a prospective basis, allowing for the continued deferral of fees payable to FREIT Trustees, but not for the deferral of salaries payable to Executive Officers of FREIT;

(c)

To provide for the issuance of share units payable in FREIT shares in respect of (i) deferred amounts of fees on a prospective basis; (ii) interest on fees deferred prior to November 1, 2014; and (iii) dividends payable in respect of share units allocated to participants in the Deferred Fee Plan as a result of the deferrals described in subparagraphs (c)(i) and (c)(ii) above. The number of share units will be determined by the closing price of FREIT shares on the date of the deferral. The number of share units will be converted into an equivalent number of FREIT shares upon distribution to the participant on a future date designated by the participant.

3.

The salaries and fees payable to certain Executive Officers and Trustees of FREIT will be increased, effective November 1, 2014, as follows:

(a)

The salary payable to the Chairman and Chief Executive Officer shall increase from $205,000 to $300,000 per year;

(b)

The salary payable to the President, Treasurer and Chief Financial Officer shall increase from $50,000 to $75,000 per year;

(c)

The annual retainer fee for each Trustee shall increase from $15,000 to $35,000 per year;

(d)

The per meeting attendance fee payable to Trustees and the Executive Secretary of FREIT shall increase from $800 to $1,500 per meeting, applicable to Board meetings and meetings of committees of the Board; (the per meeting attendance fees for the Chairman of the Board, the Chairman of the Audit Committee, and the Chairman of the Compensation Committee shall increase to $1,800 per meeting);

(e)

The telephonic meeting fee payable to Trustees and the Executive Secretary shall increase from $400 to $1,000 per meeting, applicable to Board meetings and meetings of committees of the Board;

(f)

The site inspection fee payable to Trustees and the Executive Secretary shall increase from $800 to $1,000 per site inspection;

(g)

The Chairman of the Compensation Committee shall be paid a retainer of $7,500 per year. The annual retainer for the Chairman of the Audit Committee shall remain at $10,000 per year.

4.

FREIT’s Board authorized the repurchase of 100,572 FREIT shares currently held by the pension plan of Hekemian & Co., Inc., FREIT’s managing agent, for an aggregate cash purchase price of $1,855,553 or $18.45 per share, which was the closing price of FREIT shares on September 3, 2014. The pension plan is being terminated. The repurchase was undertaken in connection with the termination of the pension plan. Mr. Robert S. Hekemian, Chairman and Chief Executive Officer of FREIT, and Mr. Robert S. Hekemian, Jr., a Trustee of FREIT, and members of their family are participants in the pension plan.

 

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Statement Identifying Important Factors That Could Cause First Real Estate Investment Trust of New Jersey’s (“FREIT”) Actual Results to Differ From Those Projected in Forward Looking Statements.

Readers of this discussion are advised that the discussion should be read in conjunction with the unaudited condensed consolidated financial statements of FREIT (including related notes thereto) appearing elsewhere in this Form 10-Q, and the consolidated financial statements included in FREIT’s most recently filed Form 10-K. Certain statements in this discussion may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect FREIT’s current expectations regarding future results of operations, economic performance, financial condition and achievements of FREIT, and do not relate strictly to historical or current facts. FREIT has tried, wherever possible, to identify these forward-looking statements by using words such as “believe,”  “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning.

Although FREIT believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those projected. Such factors include, but are not limited to the following: general economic and business conditions, which will, among other things, affect demand for rental space, the availability of prospective tenants, lease rents, the financial condition of tenants and the default rate on leases, operating and administrative expenses and the availability of financing; adverse changes in FREIT’s real estate markets, including, among other things, competition with other real estate owners, competition confronted by tenants at FREIT’s commercial properties; governmental actions and initiatives; environmental/safety requirements; and risks of real estate development and acquisitions. The risks with respect to the development of real estate include: increased construction costs, inability to obtain construction financing, or unfavorable terms of financing that may be available, unforeseen construction delays and the failure to complete construction within budget.

 

OVERVIEW

FREIT is an equity real estate investment trust ("REIT") that is self-administered and externally managed. FREIT owns a portfolio of residential apartment and commercial properties. Our revenues consist primarily of fixed rental income from our residential and commercial properties and additional rent in the form of expense reimbursements derived from our income producing commercial properties. Our properties are located in northern New Jersey, Maryland and New York. We acquire existing properties for investment. We also acquire properties, that we feel have redevelopment potential, and we make changes and capital improvements to these properties. We develop and construct properties on our vacant land. Our policy is to acquire and develop real property for long-term investment.

The economic and financial environment: The recovery in the U.S. has finally gained traction: (a) the housing market has improved; (b) inflation is expected to remain in check; (c) consumer spending is increasing modestly; (d) private sector employment is growing steadily; and (e) credit availability has improved. These factors should continue to aid economic growth in the United States.

Residential Properties: We have aggressively increased rental rates. As a result, our rental rates continue to show year-over-year increases. We expect increases in rental rates to taper; however, the increased rental rates that are in place should positively impact future revenues.

Commercial Properties: The retail outlook has shown improvement because of increases in consumer spending over the past year and this trend is expected to continue over the next couple of years.

Development Projects and Capital Expenditures: We continue to make only those capital expenditures that are absolutely necessary. On July 24, 2012, the FREIT Board of Trustees approved revisions to the scope of the Rotunda redevelopment project, thereby reducing the complexity and projected cost of the project. In order to avoid beginning construction during the winter months, Rotunda began construction on the parking lot areas in September 2013, and is currently moving forward with the next phase of the construction project.

Debt Financing Availability: Financing for development projects has become more available. As a result, on December 9, 2013, Grande Rotunda, LLC closed with Wells Fargo Bank on a construction loan of up to $120 million to be used for the purpose of funding the major redevelopment and expansion project planned for the Rotunda.

Operating Cash Flow and Dividend Distributions: We expect that cash provided by net operating income will be adequate to cover mandatory debt service payments (excluding balloon payments), necessary capital improvements and dividends necessary to retain qualification as a REIT (90% of taxable income). Until the economic climate indicates that a change is appropriate, it is FREIT’s intention to maintain its quarterly dividend at a level not less than that required to maintain its REIT status for Federal income tax purposes.

 

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Pursuant to the SEC disclosure guidance for "Critical Accounting Policies," the SEC defines Critical Accounting Policies as those that require the application of management's most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, the preparation of which takes into account estimates based on judgments and assumptions that affect certain amounts and disclosures. Accordingly, actual results could differ from these estimates. The accounting policies and estimates used, which are outlined in Note 1 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2013, have been applied consistently as at July 31, 2014, and for the nine and three-months ended July 31, 2014 and 2013. We believe that the following accounting policies or estimates require the application of management's most difficult, subjective, or complex judgments:

Revenue Recognition: Base rents, additional rents based on tenants' sales volume and reimbursement of the tenants' share of certain operating expenses are generally recognized when due from tenants. The straight-line basis is used to recognize base rents under leases if they provide for varying rents over the lease terms. Straight-line rents represent unbilled rents receivable to the extent straight-line rents exceed current rents billed in accordance with lease agreements. Before FREIT can recognize revenue, it is required to assess, among other things, its collectibility.

Valuation of Long-Lived Assets: We periodically assess the carrying value of long-lived assets whenever we determine that events or changes in circumstances indicate that their carrying amount may not be recoverable. When FREIT determines that the carrying value of long-lived assets may be impaired, the measurement of any impairment is based on a projected discounted cash flow method determined by FREIT's management. While we believe that our discounted cash flow methods are reasonable, different assumptions regarding such cash flows may significantly affect the measurement of impairment.

Reclassifications: Certain accounts in the prior periods’ condensed consolidated financial statements and footnotes have been reclassified to conform to the current presentation. (See Note 5 to the condensed consolidated financial statements.)

 

Recently issued accounting standards: See Note 2 to the Condensed Consolidated Financial Statements.

RESULTS OF OPERATIONS

Real estate revenue for the nine months ended July 31, 2014 (“Current Nine Months”) increased 3.1% to $31,637,000, compared to $30,678,000 for the nine months ended July 31, 2013 (“Prior Nine Months”). For the three months ended July 31, 2014 (“Current Quarter”), real estate revenue increased 0.5% to $10,433,000, compared to $10,384,000 for the three months ended July 31, 2013 (“Prior Year’s Quarter”). Income from continuing operations for the Current Nine Months and Current Quarter was $2,725,000 and $716,000, respectively, compared to $2,517,000 and $1,045,000, for the prior year’s comparable periods, respectively. Included in income from continuing operations for both the Current Nine Months and Current Quarter were acquisition expenses of approximately $648,000 relating to the acquisition of the Regency Club apartments in June 2014.

Net income attributable to common equity (“net income-common equity”) for the Current Nine Months was $11,013,000 ($1.59 per share basic), compared to $4,251,000 ($0.61 per share basic) for the Prior Nine Months. Net income-common equity for the Current Quarter was $554,000 ($0.08 per share basic), compared to $911,000 ($0.13 per share basic) for the Prior Year’s Quarter. Included in net income-common equity for the Current Nine Month period was a gain of approximately $8.7 million relating to the sale of the South Brunswick property in December 2013, which was partially offset by $648,000 of acquisition expenses related to the Regency Club purchase in June 2014. Included in net income-common equity for the Prior Nine Months and the Prior Year’s Quarter was a gain of approximately $1.4 million relating to the sale of the Palisades Manor property in April 2013. Also included in net income-common equity for the Prior Nine Month period was a $720,000 income tax credit related to the  sale of the Heights Manor property. (See discussion under Residential Segment for additional information.) The schedule below provides a detailed analysis of the major changes that impacted net income-common equity for the nine and three-month periods ended July 31, 2014 and 2013:

 

NET INCOME COMPONENTS

 

		Nine Months Ended												Three Months Ended
		July 31,												July 31,
		2014				2013				Change				2014				2013				Change
		(In thousands)												(In thousands)
Income from real estate operations:
Commercial properties		$	9,621			$	10,024			$	(403	)		$	3,173			$	3,416			$	(243	)
Residential properties			7,929				7,182				747				2,787				2,444				343
Total income from real estate operations			17,550				17,206				344				5,960				5,860				100
Financing costs:
Fixed rate mortgages			(8,259	)			(7,997	)			(262	)			(2,761	)			(2,725	)			(36	)
Floating rate - Rotunda & Damascus (a)			(411	)			(563	)			152				(146	)			(59	)			(87	)
Floating rate - Credit line			(48	)			—				(48	)			(48	)			—				(48	)
Other- Corporate interest			(460	)			(472	)			12				(182	)			(165	)			(17	)
Less capitalized interest			744				—				744				524				—				524
Total financing costs			(8,434	)			(9,032	)			598				(2,613	)			(2,949	)			336
Investment income			133				150				(17	)			50				50				—
General & administrative expenses:
Accounting fees			(388	)			(395	)			7				(125	)			(120	)			(5	)
Legal & professional fees			(76	)			(78	)			2				(39	)			(41	)			2
Trustee fees			(383	)			(389	)			6				(129	)			(131	)			2
Corporate expenses			(375	)			(412	)			37				(126	)			(113	)			(13	)
Total general & administrative expenses			(1,222	)			(1,274	)			52				(419	)			(405	)			(14	)
Depreciation			(4,654	)			(4,533	)			(121	)			(1,614	)			(1,511	)			(103	)
Acquisition costs - Regency			(648	)			—				(648	)			(648	)			—				(648	)
Income from continuing operations			2,725				2,517				208				716				1,045				(329	)
Income from discontinued operations			7				811				(804	)			—				48				(48	)
Gain on sale of discontinued operations			8,734				1,377				7,357				—				—				—
Net income			11,466				4,705				6,761				716				1,093				(377	)
Net income attributable to noncontrolling
interests in subsidiaries			(453	)			(454	)			1				(162	)			(182	)			20
Net income attributable to common equity		$	11,013			$	4,251			$	6,762			$	554			$	911			$	(357	)

 

(a) Damascus converted to fixed rate loan in February 2013.

 

The consolidated results of operations for the Current Nine Months and Current Quarter are not necessarily indicative of the results to be expected for the full year or any other period.

SEGMENT INFORMATION

The following table sets forth comparative net operating income ("NOI") data for FREIT’s real estate segments and reconciles the NOI to consolidated net income-common equity for the Current Nine Months and Current Quarter, as compared to the prior year’s comparable periods. (See below for definition of NOI.):

 

		Commercial																Residential																Combined
		Nine Months Ended																Nine Months Ended																Nine Months Ended
		July 31,								Increase (Decrease)								July 31,								Increase (Decrease)								July 31,
		2014				2013				$				%				2014				2013				$				%				2014				2013
		(In thousands)																(In thousands)																(In thousands)
Rental income		$	13,017			$	13,112			$	(95	)			-0.7%			$	14,557			$	13,602			$	955				7.0%			$	27,574			$	26,714
Reimbursements			3,798				3,732				66				1.8%				—				—				—								3,798				3,732
Other			15				167				(152	)			-91.0%				389				209				180				86.1%				404				376
Total revenue			16,830				17,011				(181	)			-1.1%				14,946				13,811				1,135				8.2%				31,776				30,822
Operating expenses			7,070				6,843				227				3.3%				7,017				6,629				388				5.9%				14,087				13,472
Net operating income		$	9,760			$	10,168			$	(408	)			-4.0%			$	7,929			$	7,182			$	747				10.4%				17,689				17,350
Average
Occupancy %			82.7%				81.5%								1.2%				95.2%				92.5%								2.7%

 

	Reconciliation to consolidated net income:
	Deferred rents - straight lining			(123	)			(126	)
	Amortization of acquired leases			(16	)			(18	)
	Investment income			133				150
	General and administrative expenses			(1,222	)			(1,274	)
	Acquisition costs - Regency			(648	)			—
	Depreciation			(4,654	)			(4,533	)
	Financing costs			(8,434	)			(9,032	)
	Income from continuing operations			2,725				2,517
	Income from discontinued operations			7				811
	Gain on sale of discontinued operations			8,734				1,377
	Net income			11,466				4,705
	Net income attributable to noncontrolling interests			(453	)			(454	)
	Net income attributable to common equity		$	11,013			$	4,251

 

 

		Commercial																Residential																Combined
		Three Months Ended																Three Months Ended																Three Months Ended
		July 31,								Increase (Decrease)								July 31,								Increase (Decrease)								July 31,
		2014				2013				$				%				2014				2013				$				%				2014				2013
		(In thousands)																(In thousands)																(In thousands)
Rental income		$	4,288			$	4,321			$	(33	)			-0.8%			$	5,096			$	4,540			$	556				12.2%			$	9,384			$	8,861
Reimbursements			1,051				1,435				(384	)			-26.8%				—				—				—								1,051				1,435
Other			(21	)			37				(58	)			-156.8%				61				72				(11	)			-15.3%				40				109
Total revenue			5,318				5,793				(475	)			-8.2%				5,157				4,612				545				11.8%				10,475				10,405
Operating expenses			2,103				2,356				(253	)			-10.7%				2,370				2,168				202				9.3%				4,473				4,524
Net operating income		$	3,215			$	3,437			$	(222	)			-6.5%			$	2,787			$	2,444			$	343				14.0%				6,002				5,881
Average
Occupancy %			82.3%				81.5%								0.8%				96.5%				92.5%								4.0%

 

 

	Reconciliation to consolidated net income:
	Deferred rents - straight lining			(37	)			(15	)
	Amortization of acquired leases			(5	)			(6	)
	Investment income			50				50
	General and administrative expenses			(419	)			(405	)
	Acquisition costs - Regency			(648	)			—
	Depreciation			(1,614	)			(1,511	)
	Financing costs			(2,613	)			(2,949	)
	Income from continuing operations			716				1,045
	Income from discontinued operations			—				48
	Net income			716				1,093
	Net income attributable to noncontrolling interests			(162	)			(182	)
	Net income attributable to common equity		$	554			$	911

 

NOI is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes deferred rents (straight lining), lease amortization, depreciation, financing costs and other items. FREIT assesses and measures segment operating results based on NOI.

Same Property NOI: FREIT considers same property net operating income (“Same Property NOI”) to be a useful supplemental non-GAAP measure of our operating performance. We define same property within both our commercial and residential segments to be those properties that we have owned and operated for both the current and prior periods presented, excluding those properties that we acquired, redeveloped or classified as discontinued operations during those periods. Any newly acquired property that has been in operation for less than a year, any property that is undergoing a major redevelopment, but may still be in operation at less than full capacity, and/or any property that is under contract for sale are not considered same property.

NOI and Same Property NOI are non-GAAP financial measures and are not measures of operating results or cash flow as measured by generally accepted accounting principles, and are not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.

 

COMMERCIAL SEGMENT

The commercial segment contains ten (10) separate properties. Seven are multi-tenanted retail or office centers, and one is a single tenanted store. In addition, FREIT owns land in Rockaway, NJ and Rochelle Park, NJ from which it receives monthly rental income from tenants who have built and operate bank branches on the land. As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT’s commercial segment for the Current Nine Months decreased by 1.1% and 4.0%, respectively, from the Prior Nine Months. For the Current Quarter, total revenue and NOI decreased by 8.2% and 6.5%, respectively, from the Prior Year’s Quarter. The decrease in total revenue for the Current Nine Months and Current Quarter was primarily due to: (a) higher vacancies at the Rotunda, stemming from not renewing expired tenant leases to facilitate the renovation and expansion at the center, (b) slightly higher vacancies at the Preakness Shopping Center, and (c) lower common area maintenance charge reimbursements for the current year at the Preakness Shopping Center. Prior year’s common area maintenance charges included tenant reimbursements for major parking lot repairs at the center totaling approximately $200,000. The factors contributing to the decrease in revenue more than offset the benefits of higher base rent at the Damascus shopping center, the opening of G-Mart Frederick, Inc. (“G-Mart”), an international grocery store chain at the Westridge Square shopping center, and higher expense reimbursements stemming from an increase in common area maintenance charges due to the recent harsh winter in the northeast. The decrease in NOI for the Current Nine Months and Current Quarter was primarily due to a decrease in rental revenue, as described above, and higher operating expenses in the Current Nine Months, that could not be passed on to the tenants as part of common area maintenance charges.

Same Property Operating Results: FREIT’s commercial segment currently contains nine (9) same properties. (See definition of same property under Segment Information above.) Since The Rotunda property is currently undergoing a major redevelopment and is operating at less than full capacity, it has been excluded from same property results for all periods presented. For the Current Nine Months, same property revenue and same property NOI for our commercial segment increased by 2.2% and 0.7%, respectively, as compared to the Prior Nine Months. For the Current Quarter, same property revenue and same property NOI for our commercial segment decreased by 4.0% and 2.6%, respectively, as compared to the Prior Year’s Quarter. The increase in same property revenue and same property NOI for the Current Nine Months was primarily due to: (a) higher base rent at the Damascus shopping center, and (b) the opening of G-Mart at the Westridge Square shopping center. The decrease in same property revenue and same property NOI for the Current Quarter was primarily due to lower rental income at the Preakness Shopping Center resulting from slightly higher vacancies, and higher operating expenses that could not be passed on to tenants as part of common area maintenance charges.

Leasing: The following table reflects leasing activity at our commercial properties for comparable leases (leases executed for spaces in which there was a tenant at some point during the previous twelve-month period) and non-comparable leases for the Current Nine Months:

 

		Number of Leases				Lease Area (Sq Ft)				Weighted Average Lease Rate (Sq Ft)				Weighted Average Prior Lease Rate (Sq Ft)				% Increase (Decrease)				Tenant Improvement Allowance (Sq Ft)  (a)				Lease Commissions (Sq Ft)  (a)
Comparable leases			12				31,928			$	23.39			$	22.85				2.4%			$	—			$	0.91
Non-comparable leases			2				4,125			$	26.06				N/A				N/A			$	3.97			$	1.22
Total leasing activity			14				36,053

 

(a) These leasing costs are presented as annualized costs per square foot and are allocated uniformly over the initial lease term.

 

The US economic recovery continues to show signs of improvement, with retail sales also showing slight improvement. Despite minor tenant fall-out at some of our properties, occupancy at our other commercial properties has been on the upswing for the Current Quarter. Average occupancy for the Current Nine Months increased 1.2%, compared to the Prior Nine Months. For the Current Quarter, average occupancy increased 0.8% over the comparable prior year’s period. Excluding the impact of the Rotunda property, which is currently undergoing a major redevelopment project that began in September 2013, average occupancy rates for the Current Nine Months increased 2.9% over last year’s comparable period.

Construction related to the expansion and renovation of the Damascus Center was completed in November 2011. We are currently in the negotiation process with potential tenants for the new, currently available space constructed in the final phase (Phase III) of this project. As of July 31, 2014, approximately 83% of the space at the Damascus Center is leased and 77% is occupied.

On December 20, 2013, FREIT’s South Brunswick property was sold for $11 million resulting in a capital gain of approximately $8.7 million net of sales fees and commissions. FREIT has structured this sale in a manner that qualifies it as a like-kind exchange of real estate pursuant to Section 1031 of the Internal Revenue Code, as amended. Such a transaction will result in a deferral for income tax purposes of the $8.7 million capital gain. A replacement property related to this like-kind exchange was identified, and the replacement property was purchased on June 18, 2014. (See Residential Segment below, and Note 6 for further details.)

 

DEVELOPMENT ACTIVITIES

The Rotunda property in Baltimore, MD (owned by our 60% owned affiliate Grande Rotunda, LLC) is an 11.5 acre site containing a 138,000 sq. ft. office building and approximately 78,000 sq. ft. of retail space on the lower level of the office building. The original plans for the renovation and expansion of the property were completed in 2008. As a result of Giant vacating its space, the scope of the project and the development plans were revised to include, in addition to the office building, 379 residential apartment units, 170,675 sq. ft. of retail space, and over 864 above level parking spaces. With regard to the Rotunda’s redevelopment project, approximately $39.6 million has been incurred through July 31, 2014, of which $3.7 million in planning and feasibility studies costs were written-off in Fiscal 2012 as a result of revisions to the scope of the redevelopment project. All planning and feasibility study costs, as well as all ongoing construction costs related to this project are being capitalized to Construction In Progress (“CIP”) until the project is completed and becomes operational. On December 9, 2013, FREIT’s 60% owned affiliate, Grande Rotunda, LLC, closed with Wells Fargo Bank on a construction loan of up to $120 million to be used to reconfigure and expand its Rotunda property in Baltimore, MD. The construction loan is for a term of four (4) years, with one 12-month extension, at a rate of 225 basis points over the monthly LIBOR. In order to avoid starting construction during the winter months, FREIT began construction on the parking lot areas this past September 2013, and is currently moving forward with the next phase of the construction project. Through July 31, 2014, funding for the construction at the Rotunda was provided by: (a) the Grande Rotunda, LLC members, FREIT and Rotunda 100, LLC, who contributed approximately $14.5 million in accordance with the loan agreement with Wells Fargo Bank (See Note 9 for further information regarding this agreement.); and (b) $12.9 million in draws on the construction line with Wells Fargo Bank.

 

RESIDENTIAL SEGMENT

FREIT currently operates seven (7) multi-family apartment communities totaling 1096 apartment units. As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT’s residential segment for the Current Nine Months increased by 8.2% and 10.4%, respectively, as compared to the Prior Nine Months. For the Current Quarter, total revenue and NOI increased 11.8% and 14.0%, respectively, as compared to the Prior Year’s Quarter. The increase in total revenue and NOI for the Current Nine Months and Current Quarter was primarily attributable to: (a) increased base rent, (b) a net insurance recovery of $200,000, recorded in the current year’s first quarter, relating to damages incurred at our Steuben Arms property last year as a result of Hurricane Sandy, (c) higher occupancy levels at all of our properties, and (d) the Regency Club acquisition in June 2014. Average occupancy levels for the Current Nine Months increased 2.7%, as compared to last year’s comparable period. For the Current Quarter, average occupancy increased 4.0% as compared to the Prior Year’s Quarter. Exclusive of the Regency property, average occupancy rates for the Current Nine Months increased 2.0% over last year’s comparable period.

Same Property Operating Results: FREIT’s residential segment currently contains six (6) same properties. (See definition of same property under Segment Information above.) Same property revenue and same property NOI for FREIT’s residential segment for the Current Nine Months increased by 6.4% and 8.5%, respectively, as compared to the prior year’s comparable period. For the Current Quarter, same property revenue and same property NOI increased 6.2% and 8.6%, respectively, as compared to the Prior Year’s Quarter. The increase in total revenue and NOI for the Current Nine Months and Current Quarter was primarily attributable to: (a) increased base rent, (b) a net insurance recovery of $200,000, recorded in the current year’s first quarter, relating to damages incurred at our Steuben Arms property last year as a result of Hurricane Sandy, and (c) higher occupancy levels at all of our properties. The Regency Club property is not included as same property, since it is a newly acquired property that has been in operation for less than a year. The Palisades Manor and Grandview Apartment properties, which were sold in April 2013 and August 2013, respectively, are classified as discontinued operations and therefore also not included as same property.

Our residential revenue is principally composed of monthly apartment rental income. Total rental income is a factor of occupancy and monthly apartment rents. Monthly average residential rents at the end of the Current Quarter and the Prior Year’s Quarter were $1,723 and $1,700, respectively. A 1% decline in annual average occupancy, or a 1% decline in average rents from current levels, results in an annual revenue decline of approximately $227,000 and $218,000, respectively.

In connection with the Heights Manor sale, FREIT recognized a capital gain of approximately $9.5 million of which it distributed approximately $5 million to its shareholders during the fiscal year ended October 31, 2012. As FREIT did not intend to distribute to its shareholders the remaining $4.5 million of capital gain, FREIT provided approximately $1.5 million federal and $400,000 state income taxes on such undistributed gain, which was charged to discontinued operations in the fiscal year ended October 31, 2012. In the quarter ended January 31, 2013, FREIT elected, under Section 858 of the Internal Revenue Code, to treat the $1.4 million dividend paid during such period as a distribution of the prior year’s capital gain and, accordingly, reversed $720,000 of the income tax liability, which has been credited to income from discontinued operations for the nine-month period ended July 31, 2013.

On June 18, 2014, FREIT completed the acquisition of the Regency Club, a residential apartment complex located in Middletown, New York. The Regency Club complex consists of 132 units in 11 buildings and a clubhouse. The acquisition cost was $20,625,000 (exclusive of $648,000 of transaction costs), which was funded in part with the $9.8 million in net proceeds from the sale of the South Brunswick land, and the remaining balance of $11.5 million was funded utilizing $10 million of FREIT’s credit line with Provident Bank, and FREIT’s available cash. FREIT is in the process of securing long-term financing to replace the funds borrowed from its credit line.

FREIT identified the Regency Club as a replacement property for the vacant land located in South Brunswick, New Jersey that FREIT sold on December 20, 2013. The sale of the South Brunswick land and the subsequent purchase of the Regency Club were structured in a manner that would qualify as a like-kind exchange of real estate pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, and resulted in a deferral for income tax purposes of the realization of the $8.7 million gain on the sale of the South Brunswick land. FREIT’s acquisition of the Regency Club completes this like-kind exchange.

Capital expenditures: Since all of our apartment communities, with the exception of The Boulders, were constructed more than 25 years ago, we tend to spend more in any given year on maintenance and capital improvements than may be spent on newer properties. Major renovation programs (apartment renovations, parking structure restoration, and air conditioning system replacement) are underway at The Pierre. We have substantially completed modernizing, where required, all apartments and some of the building’s mechanical services. As of July 31, 2014, approximately $7.5 million was expended at The Pierre for these capital improvements, of which $1,376,000 relates to the Current Nine Months. The remaining apartments will be renovated as they become temporarily vacant at an estimated cost of $1 - $1.5 million. The parking structure restoration project at The Pierre is expected to be completed within the next year, at a cost of approximately $600,000. In addition, we have begun a major project to replace the current air conditioning system at The Pierre, which is expected to be completed within the next 2 years, at an estimated cost of $1.5 million. These costs will be financed from operating cash flow and cash reserves.

 

 

FINANCING COSTS

 

		Nine Months Ended								Three Months Ended
		July 31,								July 31,
		2014				2013				2014				2013
		(In thousands)								(In thousands)
Fixed rate mortgages:
1st Mortgages
Existing		$	6,016			$	7,619			$	1,993			$	2,608
New			1,958				—				679				—
2nd Mortgages
Existing			12				109				—				36
Variable rate mortgages:
Acquisition loan-Rotunda			82				442				—				59
Construction loan-Rotunda			329				—				146				—
Construction loan-Damascus			—				121				—				—
Credit line			48				—				48				—
Other			460				472				182				165
			8,905				8,763				3,048				2,868
Amortization of Mortgage Costs			273				269				89				81
Total Financing Costs			9,178				9,032				3,137				2,949
Less amount capitalized			(744	)			—				(524	)			—
Financing costs expensed		$	8,434			$	9,032			$	2,613			$	2,949

Total financing costs (before capitalized interest) for the Current Nine Months and Current Quarter increased 1.6% and 6.4%, respectively, compared to the prior year’s comparable periods. The increase for the Current Nine Months and Current Quarter was primarily attributable to interest related to: (a) $31.9 million in draws on Rotunda’s construction loan, of which $19 million was used to pay off the Rotunda acquisition loan, which was purchased by FREIT in May 2013 and then refinanced on December 9, 2013, as part of the construction loan from Wells Fargo Bank, at a lower interest rate, and (b) interest on FREIT’s $10 million draw on its credit line. (See discussion under Liquidity and Capital Resources below). The interest related to the variable rate Damascus construction loan for the Prior Year’s Quarter relates to interest incurred up until the date the loan was refinanced on December 26, 2012.

 

GENERAL AND ADMINISTRATIVE EXPENSES (“G & A”)

G&A expense for the Current Nine Months and Current Quarter was $1,222,000 and $419,000, respectively, as compared to $1,274,000 and $405,000 for the prior year’s comparable periods, respectively. The primary components of G&A are accounting fees, legal & professional fees and Trustees’ fees amounting in the aggregate to $847,000 and $293,000, for the Current Nine Months and the Current Quarter, respectively, as compared to $862,000 and $292,000 for the prior year’s comparable periods, respectively.

 

DEPRECIATION

Depreciation expense from operations for the Current Nine Months and Current Quarter was $4,654,000 and $1,614,000, respectively, as compared to $4,533,000 and $1,511,000 for the prior year’s comparable periods, respectively. The increase in depreciation expense was due to certain assets becoming operational as of the end of Fiscal 2013.

 

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $7.9 million for the Current Nine Months compared to $7.4 million for the Prior Nine Months. We expect that cash provided by operating activities and cash reserves will be adequate to cover mandatory debt service payments (including payments of interest, but excluding balloon payments), real estate taxes, recurring capital improvements and dividends necessary to retain qualification as a REIT (90% of taxable income).

As at July 31, 2014, FREIT had cash and cash equivalents totaling $14.3 million, compared to $7.8 million at October 31, 2013. The increase in cash is primarily attributable to net proceeds of $19 million related to Rotunda’s repayment of its loan with FREIT in December 2013, and approximately $10 million from the refinancing of the Hammel Gardens and Steuben Arms mortgage loans in November 2013. (See discussion below for additional information relating to these refinancings.)

Credit Line: FREIT has a line of credit provided by the Provident Bank in the original amount of $18 million. The line of credit is for a two year term ending on July 29, 2016, but can be cancelled by the bank, at its will, within 60 days before or after each anniversary date. The credit line will automatically be extended at the termination date of the current term and each subsequent term for an additional period of 24 months, provided there is no default and the credit line has not been cancelled. Draws against the credit line can be used for general corporate purposes, for property acquisitions, construction activities, and letters of credit. Draws against the credit line are secured by mortgages on FREIT’s Franklin Crossing Shopping Center, Franklin Lakes, NJ, and retail space in Glen Rock, NJ. Interest rates on draws will be set at the time of each draw for 30, 60, or 90-day periods, based on our choice of the prime rate or at 175 basis points over the 30, 60, or 90-day LIBOR rates at the time of the draws. The interest rate on the line of credit has a floor of 3.5%. The Palisades Manor property was sold in April 2013, and the Grandview Apartments property was sold in August 2013. These properties were collateral for the credit line. Provident Bank has released these properties as collateral for the credit line, and as a result, the credit line has been reduced to approximately $13 million as of July 2013. The $2 million that was outstanding as of October 31, 2013, was repaid to the bank in the first quarter of Fiscal 2014. On June 18, 2014, FREIT utilized $10 million of the credit line as partial funding for the Regency Club acquisition. It is FREIT’s intent to replace the $10 million borrowed under the credit line with long-term financing. As of July 31, 2014, $3 million was available under the line of credit.

The modernization and expansion project at the Damascus Center was completed in November 2011. Total construction costs, inclusive of tenant improvement costs, approximated $22.7 million. Total construction and development costs were funded, in part, from a $21.3 million (as modified) construction loan facility, of which approximately $15 million was drawn, and advances by FREIT in the approximate aggregate amount of $3.2 million. The construction loan, including the exercise of one twelve (12) month extension option, was scheduled to mature on February 12, 2013. On December 26, 2012, Damascus Centre, LLC refinanced the construction loan with long-term financing provided by People’s United Bank. The amount of the new loan is $25 million, of which $20 million has been drawn as of July 31, 2014. The balance, up to an additional $5 million, will be available as a one-time draw over a 36 month period from the closing date, and the amount available will depend on future leasing at the shopping center. The new loan will mature on January 3, 2023. The loan bears a floating interest rate equal to 210 basis points over the BBA LIBOR. In order to minimize interest rate volatility during the term of the loan, Damascus Centre, LLC entered into an interest rate swap agreement that in effect, converted the floating interest rate to a fixed interest rate of 3.81% over the term of the loan. The interest rate swap is considered a derivative financial instrument that will be used only to reduce interest rate risk, and not held or used for trading purposes. (See Note 4 for additional information relating to the interest rate swap.)

At July 31, 2014, FREIT’s aggregate outstanding mortgage debt was $246.8 million, which bears a weighted average interest rate of 4.54%, and an average life of approximately 5.46 years. FREIT’s fixed rate mortgages are subject to amortization schedules that are longer than the term of the mortgages. As such, balloon payments (unpaid principal amounts at mortgage due date) for all mortgage debt will be required as follows:

Fiscal Year	2014	2016	2017	2018	2019	2021	2022	2023	2024
(In millions)
Mortgage "Balloon" Payments	$10.0 (a)	$24.5	$41.1	$4.9	$45.2	$19.1	$14.4	$32.5	$15.9

 

    '(a) Relates to otustanding balance of draw on credit line with Provident Bank.

 

The following table shows the estimated fair value and carrying value of our long-term debt at July 31, 2014 and October 31, 2013:

 

		July 31,				October 31,
($ in Millions)		2014				2013
Fair Value		$	249.1			$	201.9
Carrying Value		$	246.8			$	199.4

 

Fair values are estimated based on market interest rates at July 31, 2014 and October 31, 2013 and on discounted cash flow analysis. Changes in assumptions or estimation methods may significantly affect these fair value estimates. The fair value, which is based on observable inputs, has been characterized as level 2 in the fair value hierarchy as provided by authoritative guidance.

FREIT expects to refinance the individual mortgages with new mortgages when their terms expire. To this extent we have exposure to interest rate risk. If interest rates, at the time any individual mortgage note is due, are higher than the current fixed interest rate, higher debt service may be required, and/or refinancing proceeds may be less than the amount of mortgage debt being retired. For example, at July 31, 2014, a 1% interest rate increase would reduce the fair value of our debt by $10.0 million, and a 1% decrease would increase the fair value by $10.7 million.

The $22.5 million mortgage loan entered into by Grande Rotunda, LLC for the acquisition of the Rotunda was scheduled to come due on July 19, 2009, and was extended by the bank until February 1, 2010. On February 1, 2010, a principal payment of $3 million was made reducing the original loan amount of $22.5 million to $19.5 million and the due date was extended until February 1, 2013. The due date of the loan was further extended to May 1, 2013 from February 1, 2013. While the bank agreed to an additional extension of ninety-days (90) from May 1, 2013, FREIT elected to purchase the Rotunda loan from the bank and have all the bank’s rights assigned to FREIT. The purchase of this loan by FREIT was completed on May 28, 2013. It was FREIT’s intention to sell this loan to the lender providing the construction financing for the expansion of the Rotunda project. On December 9, 2013, FREIT’s 60% owned affiliate, Grande Rotunda, LLC, closed with Wells Fargo Bank on a construction loan of up to $120 million to be used to reconfigure and expand its Rotunda property in Baltimore, MD. The construction loan is for a term of four (4) years, with one 12-month extension, at a rate of 225 basis points over the monthly LIBOR. As of July 31, 2014, $31.9 million of this loan was drawn down, of which $19 million was used to pay off the loan from FREIT, and $12.9 million was used to fund the ongoing construction related to Rotunda’s redevelopment project.

With regard to the funding of the Rotunda redevelopment project, Wells Fargo Bank, the construction lender, required that the Grande Rotunda, LLC (“Grande”) contribute not less than $14,460,000 towards the construction before any construction loan proceeds could be disbursed. To secure these funds Grande has made a capital call on its members – FREIT and Rotunda 100, LLC (“Rotunda 100”). FREIT’s share (60%) amounts to approximately $8.7 million, and the Rotunda 100 members’ share (40%) amounts to approximately $5.8 million. FREIT, pursuant to previous agreements, has made secured loans to the Rotunda 100 members of approximately $2.1 million towards their share of the $5.8 million capital call. These loans bear an interest rate of 225 basis points over the 90 day LIBOR, and have a maturity date of June 19, 2015.

As of July 31, 2014, FREIT has made its required capital call contribution of $8.7 million towards the Rotunda construction financing, and Rotunda 100 has made approximately $2.1 million of its required capital call contribution. The balance of Rotunda 100’s capital call of approximately $3.7 million was made in August 2014, and is included in Accounts Receivable; with a corresponding offset to Noncontrolling Interests in Subsidiaries on FREIT’s consolidated balance sheet as of July 31, 2014. To cover this balance until paid by Rotunda 100, FREIT advanced $3.7 million to Grande. Rotunda 100 repaid the $3.7 million advance from FREIT in August 2014. Both FREIT and the Rotunda 100 members are treating their required capital call contributions as additional investments in Grande. Rotunda 100 is principally owned by employees of Hekemian, including certain members of the immediate family of Robert S. Hekemian and Robert S. Hekemian, Jr.

On January 14, 2013, FREIT refinanced its Westwood Plaza mortgage loan in the amount of $8.0 million, with a new mortgage loan in the amount of $22,750,000. The new loan is at a fixed interest rate of 4.75%, and matures in January 2023. Excess funds from this refinancing are being used to fund tenant fit-up costs at our retail shopping centers, as well as other operational and financing cash flow needs.

On November 19, 2013, FREIT refinanced the first mortgages on its Hammel Gardens and Steuben Arms properties that were scheduled to mature on December 1, 2013. The mortgages, aggregating $9.4 million, were refinanced for $19.7 million. The new mortgage amounts reflect, in part, the appreciated value of those assets. This refinancing resulted in: (i) a reduction of annual interest costs from 6.4% to 4.54%, and (ii) net refinancing proceeds of approximately $10 million that are available for capital expenditures and general corporate purposes.

Interest rate swap contract: To reduce interest rate volatility, FREIT uses a “pay fixed, receive floating” interest rate swap to convert floating interest rates to fixed interest rates over the term of a certain loan. We enter into this swap contract with a counterparty that is usually a high-quality commercial bank.

In essence, we agree to pay our counterparty a fixed rate of interest on a dollar amount of notional principal (which corresponds to our mortgage debt) over a term equal to the term of the mortgage note. Our counterparty, in return, agrees to pay us a short-term rate of interest - generally LIBOR - on that same notional amount over the same term as our mortgage note.

Current GAAP requires us to mark-to-market fixed pay interest rate swaps. As the floating interest rate varies from time-to-time over the term of the contract, the value of the contract will change upward or downward. If the floating rate is higher than the fixed rate, the value of the contract goes up and there is a gain and an asset. If the floating rate is less than the fixed rate, there is a loss and a liability. These gains or losses will not affect our income statement. Changes in the fair value of these swap contracts will be reported in other comprehensive income and appear in the equity section of our balance sheet. This gain or loss represents the economic consequence of liquidating our fixed rate swap contracts and replacing them with like-duration funding at current market rates, something we would likely never do. Periodic cash settlements of the swap contract will be accounted for as an adjustment to interest expense.

FREIT had a variable interest rate mortgage securing its Damascus Center property. To reduce interest rate fluctuations FREIT entered into an interest rate swap contract. This interest rate swap contract effectively converted variable interest rate payments to fixed interest rate payments. The contract was initially based on a notional amount of approximately $20,000,000 ($19,449,000 at July 31, 2014). FREIT has the following derivative-related risks with its swap contract: 1) early termination risk, and 2) counterparty credit risk.

Early Termination Risk: If FREIT wants to terminate its swap contract before maturity, it would be bought out or terminated at market value; i.e., the difference in the present value of the anticipated net cash flows from each of the swap’s parties. If current variable interest rates are significantly below FREIT’s fixed interest rate payments, this could be costly. Conversely, if interest rates rise above FREIT’s fixed interest payments and FREIT elected early termination, FREIT would realize a gain on termination. At July 31, 2014, FREIT’s swap contract was in-the-money. If FREIT had terminated its contract at that date it would have realized a gain of approximately $837,000. This amount has been included as an asset in FREIT’s balance sheet as at July 31, 2014, and the change (gain or loss) between reporting periods included in comprehensive income.

Counterparty Credit Risk: Each party to a swap contract bears the risk that its Counterparty will default on its obligation to make a periodic payment. FREIT reduces this risk by entering swap contracts only with major financial institutions that are experienced market makers in the derivatives market.

We believe that the values of our properties will be adequate to command refinancing proceeds equal to or higher than the mortgage debt to be refinanced. We continually review our debt levels to determine if additional debt can prudently be utilized for property acquisition additions to our real estate portfolio that will increase income and cash flow to our shareholders.

ADJUSTED FUNDS FROM OPERATIONS

Funds From Operations (“FFO”) is a non-GAAP measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”). Effective with the 3^rd Quarter of Fiscal 2013, FREIT revised its FFO calculation to be in conformance with the NAREIT definition. Although many consider FFO as the standard measurement of a REIT’s performance, FREIT modified the NAREIT computation of FFO to include other adjustments to GAAP net income that are not considered by management to be the primary drivers of their decision making process. These adjustments to GAAP net income are amortization of acquired leases, straight-line rents, FFO from discontinued operations and recurring capital improvements on our residential apartments. The modified FFO computation is referred to as Adjusted Funds From Operations (“AFFO”). FREIT believes that AFFO is useful to investors as a supplemental gauge of our operating performance.

We compute FFO and AFFO as follows: 

		Nine Months Ended July 31,								Three Months Ended July 31,
		2014				2013				2014				2013
		(in thousands, except per share amounts)								(in thousands, except per share amounts)
Funds From Operations ("FFO") (a)
Net income		$	11,466			$	4,705			$	716			$	1,093
Depreciation of consolidated properties			4,654				4,533				1,614				1,511
Depreciation of discontinued operations			—				10				—				2
Amortization of deferred leasing costs			221				204				89				77
Gain on sale of discontinued operations			(8,734	)			(1,377	)			—				—
Distributions to minority interests			(765	)			(462	)			(300	)			(60	)
FFO		$	6,842			$	7,613			$	2,119			$	2,623
Per Share - Basic		$	0.99			$	1.10			$	0.31			$	0.38
(a) As prescribed by NAREIT.
Adjusted Funds From Operations ("AFFO")
FFO		$	6,842			$	7,613			$	2,119			$	2,623
Amortization of acquired leases			16				18				5				6
Deferred rents (straight lining)			123				126				37				15
Acquisition expenses - Regency Apartments			648				—				648				—
Less: FFO from discontinued operations			(7	)			(821	)			—				(50	)
Capital improvements - apartments			(351	)			(542	)			(210	)			(341	)
AFFO		$	7,271			$	6,394			$	2,599			$	2,253
Per Share - Basic		$	1.05			$	0.92			$	0.38			$	0.32
Weighted Average Shares Outstanding:
Basic			6,925				6,942				6,922				6,942

FFO and AFFO do not represent cash generated from operating activities in accordance with accounting principles generally accepted in the United States of America, and therefore should not be considered a substitute for net income as a measure of results of operations or for cash flow from operations as a measure of liquidity. Additionally, the application and calculation of FFO and AFFO by certain other REITs may vary materially from that of FREIT’s, and therefore FREIT’s FFO and AFFO may not be directly comparable to that of other REITs.

 

SHARE REPURCHASES

On December 4, 2013, FREIT’s Board of Trustees authorized the repurchase of up to 24,400 FREIT shares. On December 17, 2013, FREIT repurchased 20,400 shares in a privately-negotiated transaction with an unaffiliated party for an aggregate purchase price of $357,000, or $17.50 per share.

 

INFLATION

Inflation can impact the financial performance of FREIT in various ways. Our commercial tenant leases normally provide that the tenants bear all or a portion of most operating expenses, which can reduce the impact of inflationary increases on FREIT. Apartment leases are normally for a one-year term, which may allow us to seek increased rents as leases renew or when new tenants are obtained, subject to prevailing market conditions.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

See “Commercial Segment”, “Residential Segment” and “Liquidity and Capital Resources” under Item 2 above for a detailed discussion of FREIT’s quantitative and qualitative market risk disclosures.

 

Item 4: Controls and Procedures

At the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of FREIT’s disclosure controls and procedures. This evaluation was carried out under the supervision and with participation of FREIT’s management, including FREIT’s Chairman and Chief Executive Officer and Chief Financial Officer, who concluded that FREIT’s disclosure controls and procedures are effective as of July 31, 2014. There has been no change in FREIT’s internal control over financial reporting during the three months ended July 31, 2014 that has materially affected, or is reasonably likely to materially affect, FREIT’s internal control over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in FREIT’s reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in FREIT’s reports filed under the Exchange Act is accumulated and communicated to management, including FREIT’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

 

Part II: Other Information

 

Item 1: Legal Proceedings

None.

 

Item 1A: Risk Factors

There were no material changes in any risk factors previously disclosed in FREIT’s Annual Report on Form 10-K for the year ended October 31, 2013, that was filed with the Securities and Exchange Commission on January 14, 2014.

 

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information regarding FREIT’s repurchases of its shares of beneficial interest during the nine months ended July 31, 2014.

 

ISSUER REPURCHASES OF EQUITY SECURITIES
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 May Yet Be Purchased Under the Plans or Programs
November 1, 2013  through January 31, 2014	20,400 (1)	$17.50	--	--
February 1, 2014  through April 30, 2014	0	--	--	--
May 1, 2014 through July 31, 2014	0	--	--	--
Total	20,400	$17.50	--	--

(1)

On December 17, 2013, FREIT purchased 20,400 shares in a privately-negotiated transaction with an unaffiliated third party for an aggregate purchase price of $357,000, or $17.50 per share.

Item 5: Other Information

On September 4, 2014, FREIT’s Board of Trustees (“Board”) approved the following:

1.

The grant of a total of 246,000 non-qualified share options under the FREIT Equity Incentive Plan to certain FREIT Executive Officers, the members of FREIT’s Board of Trustees (“Trustees”) and certain employees of Hekemian & Co., Inc., FREIT’s managing agent. The options have an exercise price of $18.45 per share, will vest over a 5 year period at 20% per year, and will expire 10 years from the date of grant, which will be September 3, 2024.

2.

Amendments to the FREIT Deferred Fee Plan, effective November 1, 2014, as follows:

(a)

On a prospective basis, a change in the interest rate payable on deferred fees payable to FREIT Trustees from 9% per annum, compounded quarterly, to a floating rate, adjusted quarterly, equal to the average interest rate on ten year treasury bonds plus 150 basis points;

(b)

On a prospective basis, allowing for the continued deferral of fees payable to FREIT Trustees, but not for the deferral of salaries payable to Executive Officers of FREIT;

(c)

To provide for the issuance of share units payable in FREIT shares in respect of (i) deferred amounts of fees on a prospective basis; (ii) interest on fees deferred prior to November 1, 2014; and (iii) dividends payable in respect of share units allocated to participants in the Deferred Fee Plan as a result of the deferrals described in subparagraphs (c)(i) and (c)(ii) above. The number of share units will be determined by the closing price of FREIT shares on the date of the deferral. The number of share units will be converted into an equivalent number of FREIT shares upon distribution to the participant on a future date designated by the participant.

3.

The salaries and fees payable to certain Executive Officers and Trustees of FREIT will be increased, effective November 1, 2014, as follows:

(a)

The salary payable to the Chairman and Chief Executive Officer shall increase from $205,000 to $300,000 per year;

(b)

The salary payable to the President, Treasurer and Chief Financial Officer shall increase from $50,000 to $75,000 per year;

(c)

The annual retainer fee for each Trustee shall increase from $15,000 to $35,000 per year;

(d)

The per meeting attendance fee payable to Trustees and the Executive Secretary of FREIT shall increase from $800 to $1,500 per meeting, applicable to Board meetings and meetings of committees of the Board; (the per meeting attendance fees for the Chairman of the Board, the Chairman of the Audit Committee, and the Chairman of the Compensation Committee shall increase to $1,800 per meeting);

(e)

The telephonic meeting fee payable to Trustees and the Executive Secretary shall increase from $400 to $1,000 per meeting, applicable to Board meetings and meetings of committees of the Board;

(f)

The site inspection fee payable to Trustees and the Executive Secretary shall increase from $800 to $1,000 per site inspection;

(g)

The Chairman of the Compensation Committee shall be paid a retainer of $7,500 per year. The annual retainer for the Chairman of the Audit Committee shall remain at $10,000 per year.

4.

FREIT’s Board authorized the repurchase of 100,572 FREIT shares currently held by the pension plan of Hekemian & Co., Inc., FREIT’s managing agent, for an aggregate cash purchase price of $1,855,553 or $18.45 per share, which was the closing price of FREIT shares on September 3, 2014. The pension plan is being terminated. The repurchase was undertaken in connection with the termination of the pension plan. Mr. Robert S. Hekemian, Chairman and Chief Executive Officer of FREIT, and Mr. Robert S. Hekemian, Jr., a Trustee of FREIT, and members of their family are participants in the pension plan.

 

Item 6: Exhibits

Exhibit Index

 

Exhibit 31.1 - Section 302 Certification of Chief Executive Officer

Exhibit 31.2 - Section 302 Certification of Chief Financial Officer

Exhibit 32.1 - Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

Exhibit 32.2 - Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

 

Exhibit 101 - The following materials from FREIT’s quarterly report on Form 10-Q for the period ended July 31, 2014, formatted in Extensible Business Reporting Language (“XBRL”): (i) condensed consolidated balance sheets; (ii) condensed consolidated statements of income; (iii) condensed consolidated statements of comprehensive income; (iv) condensed consolidated statement of equity; (v) condensed consolidated statements of cash flows; and (vi) notes to condensed consolidated financial statements.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

	FIRST REAL ESTATE INVESTMENT
	TRUST OF NEW JERSEY
	(Registrant)
Date: September 9, 2014
	/s/ Robert S. Hekemian
	(Signature)
	Robert S. Hekemian
	Chairman of the Board and Chief Executive Officer
	(Principal Executive Officer)
	/s/ Donald W. Barney
	(Signature)
	Donald W. Barney
	President, Treasurer and Chief Financial Officer
	(Principal Financial/Accounting Officer)