SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

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

For the Fiscal Year Ended October 31, 20202023

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

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

Commission File No. 000-25043

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.

(Exact name of registrant as specified in its charter)

Maryland22-1697095

New Jersey

22-1697095

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

505 Main Street, Suite 400, Hackensack, New Jersey

07601

(Address of principal executive offices)

(Zip Code)

(201) 488-6400

201-488-6400

(Registrant’s telephone number, including area code)

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

(Registrant's telephone number, including area code)

 

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

Title of each class

Trading Symbol(s)

Name of each exchange on which
registered

--

Common stock, par value $0.01 per share

--

FREVS

--

OTC Pink Market
Preferred Stock Purchase Rights (1)

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

Common stock, par value $0.01 per share

(Title of class)

Securities registered

(1)Registered pursuant to Section 12(g)12 (b) of the Act:

Act pursuant to a form 8-A filed by the registrant on August 3, 2023. Until the Distribution Date (as defined in the registrant’s Stockholder Rights Agreement dated July 31, 2023) the Preferred Stock Purchase Rights will be transferred with and only with the shares of the registrant’s Common Stock to which the Preferred Stock Purchase Rights are attached.

Shares of Beneficial Interest

(Title of class)

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

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

Indicate by check mark whether the registrant has filedfiled a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit 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  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

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

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒ Smaller Reporting Company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☒ No ☐


Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes ☐ No ☒

The aggregate market value of the registrant’s shares of beneficial interestcommon stock held by non-affiliates was approximately $106$87 million. Computation is based on the adjusted closing sales price of such shares as quoted on the over-the-counter-market on April 30, 2020,2023, the last business day of the registrant’s most recently completed second quarter. As of January 29, 2021,2024, the number of shares of beneficial interestcommon stock outstanding was 6,856,651.7,449,583.


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FORM 10-K

PART I

Page No.

Page No.

Item 1

PART I

Business
4

Item 1Business

3

Item 1A

Risk Factors

11

12

Item 1BUnresolved Staff Comments

14

Item 2Properties

15

Item 3Legal Proceedings

19

Item 4Mine Safety Disclosures

20

21

PART II

Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

20

21

Item 6Selected Financial Data

21

Item 7

Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

22

23

Item 7AQuantitative and Qualitative Disclosures About Market Risk

45

43

Item 8Financial Statements and Supplementary Data

45

43

Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

45

43

Item 9AControls and Procedures

46

44

Item 9BOther Information

46

 45

PART III

Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections 45

PART III

Item 10Directors, Executive Officers and Corporate Governance

47

46

Item 11Executive Compensation

50

49

Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

63

62

Item 13Certain Relationships and Related Party Transactions; TrusteeDirector Independence

64

63

Item 14Principal Accountant Fees and Services

69

67

PART IV

Item 15Exhibits, Financial Statement Schedules

70

68


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FORWARD-LOOKING STATEMENTS

Certain information included in this Annual Report contains or may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The registrant cautions readers that forward-looking statements, including, without limitation, those relating to the registrant’s investment policies and objectives; the financial performance of the registrant; the ability of the registrant to borrow and service its debt; the economic and competitive conditions which affect the registrant’s business; the ability of the registrant to obtain the necessary governmental approvals for the development, expansion or renovation of its properties, the impact of environmental conditions affecting the registrant’s properties, and the registrant’s liquidity and capital resources, are subject to certain risks and uncertainties. Actual results or outcomes may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors, including, without limitation, the registrant’s future financial performance; the availability of capital; general market conditions; national and local economic conditions, particularly long-term interest rates; federal, state and local governmental regulations that affect the registrant; and the competitive environment in which the registrant operates, including, the availability of retail space and residential apartment units in the areas where the registrant’s properties are located. In addition, the registrant’s continued qualification as a real estate investment trust involves the application of highly technical and complex rules of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The forward-looking statements are made as of the date of this Annual Report and the registrant assumes no obligation to update the forward-looking statements or to update the reasons actual results could differ from those projected in such forward-looking statements.

PART I

ITEM 1BUSINESS

ITEM 1BUSINESS

(a)General Business

(a)General Business

First Real Estate Investment Trust of New Jersey (“FREIT” orwas organized on November 1, 1961 as a New Jersey Business Trust. On July 1, 2021, First Real Estate Investment Trust of New Jersey completed the “Company” or “Trust”)) is an equitychange of its form of organization from a New Jersey real estate investment trust (“REIT”) organized into a Maryland corporation (the “Reincorporation”) which was approved by its stockholders at the annual meeting of stockholders held on May 6, 2021. The Reincorporation changed the law applicable to First Real Estate Investment Trust of New Jersey’s affairs from New Jersey law to Maryland law and was accomplished by the merger of First Real Estate Investment Trust of New Jersey with and into its wholly owned subsidiary, First Real Estate Investment Trust of New Jersey, Inc. (“FREIT”, “Trust”, “us”, “we”, “our” or the “Company”), a Maryland corporation. As a result of the Reincorporation, the separate existence of First Real Estate Investment Trust of New Jersey has ceased and FREIT has succeeded to all the business, properties, assets and liabilities of First Real Estate Investment Trust of New Jersey. Holders of shares of beneficial interest in 1961.First Real Estate Investment Trust of New Jersey have received one newly issued share of common stock of FREIT for each share of First Real Estate Investment Trust of New Jersey that they own, without any action of stockholders required and all treasury stock held by First Real Estate Investment Trust of New Jersey was retired.

FREIT is organized and will continue to operate in such a manner as to qualify for taxation as a REIT under the Internal Revenue Code of 1986, as amended, and its stock is traded on the over-the counter market under the trading symbol FREVS. FREIT acquires, develops, constructs and holds real estate properties for long-term investment and not for resale.

FREIT’s long-range investment policy is to review and evaluate potential real estate investment opportunities for acquisition that it believes will (i) complement its existing investment portfolio, (ii) generate increased income and distributions to its shareholders,stockholders, and (iii) increase the overall value of FREIT’s portfolio. FREIT’s investments may take the form of wholly-owned fee interests, or if the circumstances warrant diversification of risk, ownership on a joint venture basis or as tenants-in-common with other parties, including employees and affiliates of Hekemian & Co., Inc. (“Hekemian & Co.”), FREIT’s managing agent (“Hekemian”) (See “Management Agreement”). While our general investment policy is to hold and maintain properties for the long-term, we may, from time-to-time, sell or trade certain properties in order to (i) obtain capital to be used to purchase, develop or renovate other properties which we believe will provide a higher rate of return and increase the value of our investment portfolio, and (ii) divest properties which we have determined or determine are no longer compatible with our growth strategies and investment objectives for our real estate portfolio.

FREIT Website: All of FREIT’s Securities and Exchange Commission filings for the past three years are available free of charge on FREIT’s website, which can be accessed at http://www.FREITNJ.com.www.freitnj.com.

Fiscal Year 20202023 Developments

(i)FINANCING

(a)

On September 30, 2020, Westwood Hills, LLC (“Westwood Hills”), a consolidated subsidiary, refinanced its $19.2 million loan (which would have matured on November 1, 2020) with a new loan held by ConnectOne Bank in the amount of $25,000,000, with additional funding available in the amount of $250,000 for legal fees potentially incurred by the lender related to the lis pendens on this property. (See Note 14 to FREIT’s consolidated financial statements for additional details.) This loan, secured by an apartment building in Westwood, New Jersey, is interest-only based on a floating rate at 400 basis points over the one-month LIBOR rate with a floor of 4.15% and has a maturity date of October 1, 2022 with the option of Westwood Hills to extend for two (2) additional six (6)-month periods from the maturity date, subject to certain provisions of the loan agreement. This refinancing resulted in: (i) a change in the annual interest rate from a fixed rate of 4.62% to a variable rate with a floor of 4.15% and (ii) net refinancing proceeds of approximately $5.6 million that were distributed to the partners in Westwood Hills with FREIT receiving approximately $2.2 million based on its 40% membership interest in Westwood Hills. As of October 31, 2020, approximately $25,000,000 of this loan was drawn and outstanding. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

(b)

On April 3, 2019, WestFREIT, Corp. (owned 100% by FREIT) exercised its option to extend its loan held by M&T Bank, with a then outstanding balance of approximately $22.5 million, for twelve months. Effective beginning on June 1, 2019, the extension of this loan, secured by the Westridge Square shopping center, required monthly principal

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payments of $47,250 plus interest based on a floating interest rate equal to 240 basis points over the one-month LIBOR and had a maturity date of May 1, 2020 which was extended to November 1, 2020. This loan has been further extended with a new maturity date of January 31, 2021 under the same terms and conditions of the existing agreement while the lender is in discussions with the Company regarding a further modification and extension of this loan. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

(c)

FREIT’s revolving line of credit provided by the Provident Bank was renewed for a three-year term ending on October 31, 2023. Draws against the credit line can be used for working capital needs and standby letters of credit. Draws against the credit line are secured by mortgages on FREIT’s Franklin Crossing Shopping Center in Franklin Lakes, New Jersey and retail space in Glen Rock, New Jersey. The total line of credit is $13 million and the interest rate on the amount outstanding is based on a floating interest rate of prime minus 25 basis points with a floor of 3.75%. As of October 31, 2020, there was no amount outstanding and $13 million was available under the line of credit. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

(ii)ROTUNDA

On February 7, 2018, Grande Rotunda, LLC (“Grande Rotunda”) refinanced its $115.3 million construction loan held by Wells Fargo with a new loan held by Aareal Capital Corporation in the amount of approximately $118.5 million with additional funding available through February 6, 2021 for retail tenant improvements and leasing costs in the amount of $3,380,000. This loan bears a floating interest rate at 285 basis points over the one-month LIBOR rate and has a maturity date of February 6, 2021 with two one-year renewal options to extend the maturity of this loan, subject to certain requirements as provided for in the loan agreement. As part of this transaction, Grande Rotunda had purchased an interest rate cap on LIBOR for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for the first two years of this loan which matured on March 5, 2020. On February 28, 2020, Grande Rotunda purchased an interest rate cap on LIBOR, with an effective date of March 5, 2020, for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for one year. As of October 31, 2020, approximately $118.5 million of this loan facility was drawn down and the interest rate was approximately 2.99%. On November 5, 2020, Grande Rotunda elected to exercise the first extension option on this loan to extend the initial maturity date from February 6, 2021 until February 6, 2022. In order to extend the maturity due date Grande Rotunda must satisfy the following conditions: (a) pay to lender an extension fee of 0.2% of the extended loan balance; (b) certify that no default or events of default exist; (c) extend the interest rate cap to expire on February 6, 2022; and (d) allow lender to obtain an updated appraisal of the property. The principal balance of the amount of the loan to be extended must not exceed a loan-to-value of 62.5%. To the extent the loan-to-value exceeds the 62.5% limit, the loan must be brought in to balance via a loan reduction or by other means satisfactory to the Lender. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended. (See Note 5 to FREIT’s consolidated financial statements for further details.)

(iii)INVESTMENT IN TENANCY-IN-COMMON

On February 28, 2020, FREIT reorganized its subsidiary S and A Commercial Associates Limited Partnership (“S&A”) from a partnership into a tenancy-in-common form of ownership (“TIC”). Prior to this reorganization, FREIT owned a 65% membership interest in S&A, which owned 100% of the Pierre Towers property located in Hackensack, New Jersey through its 100% interest in Pierre Towers, LLC. Accordingly, FREIT consolidated the financial statements of S&A and its subsidiary to include 100% of the subsidiary’s assets, liabilities, operations and cash flows with the interest not owned by FREIT reflected as “noncontrolling interests in subsidiary” and all significant intercompany accounts and transactions were eliminated in consolidation.

Pursuant to the TIC agreement, FREIT ultimately acquired a 65% undivided interest in the Pierre Towers property which was formerly owned by S&A. Based on the guidance of Accounting Standards Codification 810, “Consolidation”, FREIT’s investment in the TIC is accounted for under the equity method of accounting. While FREIT’s effective ownership percentage interest in the Pierre Towers property remains unchanged after the reorganization to a TIC, FREIT no longer has a controlling interest as the TIC is now under joint control. Since FREIT retained a noncontrolling financial interest in the TIC, and the deconsolidation (as of February 28, 2020) of the subsidiary is not the result of a nonreciprocal transfer to owners, a gain on deconsolidation in the amount of approximately $27.7 million was recognized in the accompanying consolidated statement of income for the year ended October 31, 2020. This gain was measured at the date of deconsolidation as the difference between the fair value of the investment in the TIC at the date the entity was deconsolidated and the carrying amount of the former subsidiary’s assets and liabilities. (See Note 17 to FREIT’s consolidated financial statements for further details.)

(iv)SPECIAL COMMITTEE

On March 28, 2019, FREIT announced that its Board of Trustees (the “Board”) established a Special Committee of

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(i)FINANCINGS

Table of Contents

(a)Effective February 1, 2023, FREIT entered into a loan extension and modification agreement with Valley National Bank on its loan secured by the Westwood Plaza shopping center located in Westwood, New Jersey with a then outstanding balance of approximately $16,864,361. Under the terms and conditions of this loan extension and modification, the maturity date of the loan was extended for a term of one (1) year from February 1, 2023 to February 1, 2024 with the option of FREIT to extend for one additional year from the extended maturity date, subject to certain provisions of the loan agreement. The loan is based on a fixed interest rate of 7.5% and is payable based on monthly


the Board (the “Special Committee”) to explore strategic alternatives focusing on maximizing shareholder value. The Special Committee was comprised solely of independent Trustees and was charged with exploring potential strategic transactions involving

installments of principal and interest of approximately $157,347. Additionally, FREIT funded an interest reserve escrow account (“Escrow”) at closing representing the annualized principal and interest payments for one (1) year, amounting to approximately $1,888,166. This Escrow is held at Valley National Bank and in the event of a default on this loan, the bank shall be permitted to use the proceeds from the escrow account to make monthly debt service payments on the loan. On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of this loan for one additional year from an initial maturity date of February 1, 2024 to a new maturity date of February 1, 2025. This loan extension will be at a fixed interest rate based on the then corresponding Wall Street Journal Prime Rate (approximately 8.5%). (See Note 5 to FREIT’s consolidated financial statements for further details.)

(b)On March 1, 2023, Westwood Hills, LLC (“Westwood Hills”) exercised its right, pursuant to the loan agreement, to extend the term of its $25,000,000 loan on its residential property located in Westwood, New Jersey, for an additional six (6) months to a new maturity date of October 1, 2023 on the same terms and conditions as stated in the loan agreement. On August 3, 2023, Westwood Hills refinanced its $25,000,000 loan (which would have matured on October 1, 2023) with a new loan held by Minnesota Life Insurance Company in the amount of $25,500,000. This loan is based on a fixed interest rate of 6.05%, provides for monthly payments of principal and interest of $153,706 and has a term of three years with a maturity date of September 1, 2026. This refinancing resulted in a decrease in the interest rate from a variable interest rate of approximately 9.21% (at the time of the refinancing) to a fixed interest rate of 6.05% and annual debt service savings of approximately $535,000. (See Note 5 to FREIT’s consolidated financial statements for further details.)

(c)On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of its $7.5 million loan on its property located in Rockaway, New Jersey, for an additional one year from an initial maturity date of January 1, 2024 to a new maturity date of January 1, 2025. The loan extension would have been based on a fixed interest rate of approximately 7.44%. On January 11, 2024, FREIT fully repaid this loan with a balance of $7.5 million. This will result in annual debt service savings of approximately $558,000. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

(d)FREIT’s revolving line of credit provided by Provident Bank was renewed for a three-year term ending on October 31, 2026. Draws against the credit line can be used for working capital needs and standby letters of credit. Draws against the credit line are secured by mortgages on FREIT’s Franklin Crossing Shopping Center in Franklin Lakes, New Jersey and retail space in Glen Rock, New Jersey. The total line of credit is $13 million and the interest rate on the amount outstanding will be based on a floating interest rate of prime minus 25 basis points with a floor of 6.75%. As of October 31, 2023, there was no amount outstanding and $13 million was available under the line of credit. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

(e)On December 1, 2023, the mortgage secured by an apartment building located in River Edge, New Jersey in the amount of approximately $9 million came due. FREIT is in the process of refinancing this loan with the current lender, Provident Bank. While the bank is completing its due diligence around this refinancing, Provident Bank has provided a 90-day extension of the maturity date of this loan based on the same terms and conditions of the existing loan agreement. Management expects this loan to be refinanced, however, until such time as a definitive agreement providing for a refinancing of this loan is entered into, there can be no assurance this loan will be refinanced.

(ii)STOCKHOLDER RIGHTS PLAN
On July 28, 2023, FREIT’s Board of Directors (“Board”) adopted a stockholder rights plan, as set forth in the Stockholder Rights Agreement, dated July 31, 2023, between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”). Pursuant to the terms of the Rights Agreement, the Board declared a dividend distribution of one Preferred Stock Purchase Right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) to stockholders of record as of the close of business on August 11, 2023 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as hereinafter defined). Each Right entitles the registered holder thereof to purchase from the Company a unit consisting of one ten-thousandth of a share (a “Unit”) of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a cash exercise price of $95.00 per Unit (the “Exercise Price”), subject to adjustment, under certain conditions specified in the Rights Agreement. The Rights are not exercisable until the Distribution Date and will expire at the close of business on July 31, 2026, unless previously redeemed or exchanged by the Company. (See Note 16 to FREIT’s consolidated financial statements for further details.)
(b)Financial Information about Segments

FREIT including, without limitation, a potential sale of FREIT, a business combination involving FREIT or other alternatives for maximizing shareholder value, and determining whether a potential strategic transaction is in the best interests of FREIT and its shareholders. The members of the Special Committee were Ronald J. Artinian, Richard J. Aslanian, David F. McBride and Justin F. Meng, who served as the Chairman of the Special Committee. The Special Committee approved a transaction to sell six (6) apartment properties which was not completed. (See Note 14 of FREIT’s consolidated financial statements for further details). On May 7, 2020, the Board approved the elimination of the Special Committee as a committee of the Board.

(b) Financial Information about Segments

FREIThas determined that it has two reportable segments: Commercial Propertiescommercial properties and Residential Properties.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. Segment information for the three years ended October 31, 20202023 is included in Note 13 “Segment Information” to FREIT’s consolidated financial statements.


(c) Narrative Description of Business

(c)Narrative Description of Business

FREIT was founded and organized for the principal purpose of acquiring, developing, and owning a portfolio of diverse income producing real estate properties. FREIT’s developed properties include residential apartment communities and commercial properties that consist of multi and single tenanted properties. Our properties are located in New Jersey Maryland and New York. We also currently own approximately 7.37 acres of unimproved land in New Jersey. See Item 2, “Properties - Portfolio of Investments.”

FREIT elected to be taxed as a REIT under the Internal Revenue Code. FREIT operates in such a manner as to qualify for taxation as a REIT in order to take advantage of certain favorable tax aspects of the REIT structure. Generally, a REIT will not be subject to federal income taxes on that portion of its ordinary income or capital gain that is currently distributed to its equity holders.

As an equity REIT, we generally acquire interests in income producing properties to be held as long-term investments. FREIT’s return on such investments is based on the income generated by such properties mainly in the form of rents.

From time to time, FREIT has sold, and may sell again in the future, certain of its properties in order to (i) obtain capital used or to be used to purchase, develop or renovate other properties which we believe will provide a higher rate of return and increase the value of our investment portfolio, and (ii) divest properties which FREIT has determined or determines are no longer compatible with our growth strategies and investment objectives for our real estate portfolio.

We do not hold any patents, registered trademarks, or licenses.

Portfolio of Real Estate Investments

At October 31, 2020,2023, FREIT’s real estate holdings included (i) seven (7)six (6) multi-family apartment buildings or complexes containing a total of 1,171792 apartment units, (ii) a 65% TICtenancy-in-common undivided interest ofin the Pierre Towers property (See Item 1 “Investment in tenancy-in-common”tenancy in common” of this Annual Report for additional details), (iii) eight (8)five (5) commercial properties (retail and office) containing a total of approximately 1,280,000589,000 square feet of leasable space, including one (1) one-acre parcel subject to a ground lease and (iv) three (3) parcels of undeveloped land consisting of approximately 7.37 acres in total. FREIT and its subsidiaries own all such properties in fee simple. See Item 2, “Properties - Portfolio of Investments” of this Annual Report for a description of FREIT’s separate investment properties and certain other pertinent information with respect to such properties that is relevant to FREIT’s business.

Investment in Subsidiaries

The consolidated financial statements (See Note 1 to the Consolidated Financial Statements included in this Form 10-K) include the accounts of the following subsidiaries of FREIT:

Westwood Hills, LLC (“Westwood Hills”): FREIT owns a 40% membership interest in Westwood Hills, which owns and operates a 210-unit residential apartment complex in Westwood, New Jersey.

Wayne PSC, LLC (“Wayne PSC”): FREIT owns a 40% membership interest in Wayne PSC, which owns a 322,000 square foot community shopping center in Wayne, New Jersey.

Grande Rotunda, LLC: FREIT owns a 60% membership interest in Grande Rotunda, LLC, which owns a 295,000 square foot mixed use property (office and retail) and a 379-unit residential apartment complexowned the Rotunda Property sold in Baltimore, Maryland.December 2021.

Damascus Centre, LLC: FREIT owns a 70% membership interest in Damascus Centre, LLC which owns a 144,000 square foot shopping centerowned the Damascus Property sold in Damascus, Maryland.January 2022.

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WestFREIT, Corp: FREIT owns a 100% membership interest inof the capital stock of WestFREIT, Corp., which ownsowned the Westridge Square a 253,000 square foot shopping centerProperty sold in Frederick, Maryland.January 2022.

FREIT Regency, LLC: FREIT owns a 100% membership interest in FREIT Regency, LLC, which owns a 132-unit residential apartment complex located in Middletown, New York.

Station Place on Monmouth, LLC: FREIT owns a 100% membership interest in Station Place on Monmouth, LLC, which owns a 45-unit residential apartment complex located in Red Bank, New Jersey.

Berdan Court, LLC: FREIT owns a 100% membership interest in Berdan Court, LLC, which owns a 176-unit residential apartment complex located in Wayne, New Jersey.

Investment in TICtenancy-in-common

On February 28, 2020, FREIT reorganized its subsidiary S and A Commercial Associates Limited Partnership (“S&A”) from a partnership into a TIC.tenancy-in-common form of ownership (“TIC”). Prior to this reorganization, FREIT owned a 65% membership interest in S&A, which owned 100% of the Pierre Towers property located in Hackensack, New Jersey through its 100% interest in Pierre Towers, LLC. Pursuant to the TIC agreement, FREIT ultimately acquired a 65% undivided interest in the Pierre Towers property, a 266-unit residential apartment complex in Hackensack, New Jersey (which was formerly owned by S&A). (See Note 3 to FREIT’s consolidated financial statements for further details.)


Employees

Employees

On October 31, 2020, FREIT and its subsidiaries had twenty-two (22)2023, there were twenty-one (21) full-time employees and five (5)two (2) part-time employees who work solely at the properties owned by FREIT orand its subsidiaries.subsidiaries (including the Pierre TIC). The number of part-time employees varies seasonally.

Robert S. Hekemian, Jr., Chief Executive Officer and President, Ronald J. Artinian, Chairman of the Board, Allan Tubin, Treasurer and Chief Financial Officer, and John A. Aiello, Esq., Secretary and Executive Secretary, are the executive officers of FREIT. FREIT does not retain the services of its executive officers on an exclusive basis, and accordingly FREIT’s executive officers are permitted to engage in other business activities as all of their business activities are not devoted to FREIT. Please see “Item 10 – Directors, Executive Officers and Corporate Governance,” for additional information about FREIT’s executive officers. Hekemian & Co., Inc. has been retained by FREIT to manage FREIT’s properties and is responsible for recruiting, on behalf of FREIT, the personnel required to perform all services related to the operation of FREIT’s properties. See “Management Agreement” below.below.

Effective upon the late Robert S. Hekemian’s retirement as Chairman, Chief Executive Officer and as a Trustee on April 5, 2018, FREIT entered into a Consulting Agreement with Mr. Hekemian, pursuant to which Mr. Hekemian provided consulting services to the Trust through December 2019. The Consulting Agreement obliged Mr. Hekemian to provide advice and consultation with respect to matters pertaining to FREIT and its subsidiaries, affiliates, assets and business for no fewer than 30 hours per month during the term of the agreement. FREIT paid Mr. Hekemian a consulting fee of $5,000 per month during the term of the Consulting Agreement, which was payable in the form of Shares on a quarterly basis (i.e. in quarterly installments of $15,000). In connection with the termination of Robert S. Hekemian’s service to the Trust under the Consulting Agreement between Mr. Hekemian and the Trust in December 2019, Mr. Hekemian’s accrued plan benefits under FREIT’s Deferred Fee Plan became payable to him and were paid in a single lump sum in the amount of approximately $4.8 million. See Note 11 to FREIT’s consolidated financial statements for a more complete description of the Deferred Fee Plan.

Management Agreement

On April 10, 2002, FREIT and Hekemian & Co. executed a Management Agreement whereby Hekemian & Co. would continue as Managing Agentmanaging agent for FREIT. The term of the Management Agreement was renewed on November 1, 2019 for a two-year term, which will expire on October 31, 2021. The Management Agreement automatically renews for successive periods of two years unless either party gives not less than six (6) months prior notice to the other of non-renewal. The term of the Management Agreement was renewed for a two-year term, which will expire on October 31, 2025. Hekemian & Co. currently manages all the properties owned by FREIT and its affiliates, except for the office building at the Rotunda property located in Baltimore, Maryland, which iswas sold on December 30, 2021 and was formerly managed by an independent third party management company. However, FREIT may retain other managing agents to manage properties acquired after April 10, 2002 and to perform various other duties such as sales, acquisitions, and development with respect to any or all properties. Hekemian & Co. does not serve as the exclusive property acquisition advisor to FREIT and is not required to offer potential acquisition properties exclusively to FREIT before acquiring those properties for its own account. The Management Agreement includes a detailed schedule of fees for those services, which Hekemian & Co. may be called upon to perform. The Management Agreement provides for a termination fee (“Termination Fee”) in the event of a termination or non-renewalby FREIT without cause and a termination fee of 1.25 times the Termination Fee if the Management Agreement under certain circumstances.terminates following a merger or acquisition of FREIT (the “M&A Termination Fee”). On March 9, 2023, the Board approved an amendment to the Management Agreement (the “Second Amendment”) which provides, among other things, that the M&A Termination Fee shall be increased from 1.25 times the Termination Fee to 2.5 times the Termination Fee.

Pursuant to the terms of the Management Agreement, FREIT pays Hekemian & Co. fees and commissions as compensation for its services. From time to time, FREIT engages Hekemian & Co., or certain affiliates of Hekemian & Co., to provide additional services, such as consulting services related to development, property sales and financing activities of FREIT. Separate fee arrangements are negotiated between Hekemian & Co. and FREIT with respect to such additional services. Employees of Hekemian & Co. own an interest in certain FREIT properties. (See Note 8 to FREIT’s consolidated financial statements.)

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Robert S. Hekemian, Jr., Chief Executive Officer, President and a TrusteeDirector of FREIT, is the President and Chief OperatingExecutive Officer of Hekemian & Co., and owns approximately 33.3% of all of the issued and outstanding shares of Hekemian.Hekemian & Co. David Hekemian, a TrusteeDirector of FREIT, is a Principal/Broker Salesperson and Directorthe President of Commercial Brokerage of Hekemian & Co., and owns approximately 33.3% of all of the issued and outstanding shares of Hekemian.Hekemian & Co. Allan Tubin, Chief Financial Officer and Treasurer of FREIT, is the Chief Financial Officer of Hekemian & Co.

Real Estate Financing

FREIT funds acquisition opportunities and the development of its real estate properties largely through debt financing, including mortgage loans againstcollateralized by certain of its properties. At October 31, 2020,2023, FREIT’s aggregate outstanding mortgage debt was $307.2$138.2 million, which bears a weighted average interest rate of 3.84%4.86% and an average life of 3.032 years. FREIT has mortgage loans against certain properties, which serve as collateral for such loans. See the tables in Item 2, “Properties - Portfolio of Investments” for the outstanding mortgage balances at October 31, 20202023 with respect to each of these properties.

FREIT is highly leveraged and will continue to be for the foreseeable future. This level of indebtedness results in increased debt service requirements that could adversely affect the financial condition and results of operations of FREIT. A number of FREIT’s mortgage loans are amortized over a period that is longer than the terms of such loans; thereby requiring balloon payments at the expiration of the terms of such loans. FREIT has not established a cash reserve sinking fund with respect to such obligations and at this time does not expect to have sufficient funds from operations to make such balloon payments when due under the terms of such loans. FREIT and its subsidiaries expect to refinance such mortgage loans as they become due. due. See “Liquidity and Capital Resources” under Item 7.

FREIT is subject to the normal risks associated with debt financing, including the risk that FREIT’s cash flow will be insufficient to meet required payments of principal and interest; the risk that indebtedness on its properties will not be able to be renewed, repaid or refinanced when due; or that the terms of any renewal or refinancing will not be as favorable as the terms of the indebtedness being replaced. If FREIT were unable to refinance its indebtedness on acceptable terms, or at all, FREIT might be forced to dispose of one or more of its properties on disadvantageous terms which might result in losses to FREIT. These losses


could have a material adverse effect on FREIT and its ability to make distributions to shareholdersstockholders and to pay amounts due on its debt. If a property is mortgaged to secure payment of indebtedness and FREIT is unable to meet mortgage payments, the mortgagee could foreclose upon the property, appoint a receiver and receive an assignment of rents and leases or pursue other remedies, all with a consequent loss of revenues and asset value to FREIT. Further, payment obligations on FREIT’s mortgage loans will not be reduced if there is a decline in the economic performance of any of FREIT’s properties. If any such decline in economic performance occurs, FREIT’s revenues, earnings, and funds available for distribution to shareholdersstockholders would be adversely affected.

Neither FREIT’s Amended and Restated DeclarationArticles of Trust,Incorporation, as amended, nor any policy statement formally adopted by the Board limits either the total amount of indebtedness or the specified percentage of indebtedness (based on the total capitalization of FREIT), which may be incurred by FREIT. Accordingly, FREIT may incur additional secured or unsecured indebtedness in the future in furtherance of its business activities, including, if or when necessary, to refinance its existing debt. Future debt incurred by FREIT could bear interest at rates, which are higher than the rates on FREIT’s existing debt. Future debt incurred by FREIT could also bear interest at a variable rate. Increases in interest rates would increase FREIT’s variable interest costs (to the extent that the related indebtedness was not protected by interest rate protection arrangements), which could have a material adverse effect on FREIT and its ability to make distributions to shareholdersstockholders and to pay amounts due on its debt or cause FREIT to be in default under its debt. Further, in the future, FREIT may not be able to, or may determine that it is not able to, obtain financing for property acquisitions or for capital expenditures to develop or improve its properties on terms, which are acceptable to FREIT. In such event, FREIT might elect to defer certain projects unless alternative sources of capital were available, such as through an equity or debt offering by FREIT.

Competitive Conditions

FREIT is subject to normal competition with other investors to acquire real property and to profitably manage such property. Numerous other REITs, banks, insurance companies and pension funds, as well as corporate and individual developers and owners of real estate, compete with FREIT in seeking properties for acquisition and for tenants. Many of these competitors have significantly greater financial resources than FREIT.

In addition, retailers at FREIT's commercial properties face increasing competition from internet based marketingonline shopping, outlet malls and shopping, discount shopping centers, outlet malls, sales through catalogue offerings, discount shopping clubs and telemarketing.clubs. In many markets, the trade areas of FREIT's commercial properties overlap with the trade areas of other shopping centers. Renovations and expansions at those competing shopping centers and malls could negatively affect FREIT's commercial properties by encouraging shoppers to make their purchases at such new, expanded or renovated shopping centers and malls. Increased competition through these various sources could adversely affect the viability of FREIT's tenants, and any new commercial real estate competition developed in the future could potentially have an adverse effect on the revenues of and earnings from FREIT's commercial properties.

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(A)General Factors Affecting Investment in Commercial and Apartment Properties; Effect of Economic and Real Estate Conditions

(A)General Factors Affecting Investment in Commercial and Apartment Properties; Effect of Economic and

Real Estate Conditions

The revenues and value of FREIT’s commercial and residential apartment properties may be adversely affected by a number of factors, including, without limitation, public health crises, epidemics and pandemics (See Note 1615 to FREIT’s consolidated financial statements for additional details regarding the impact of COVID-19 pandemic on FREIT)statements); the national economic climate;climate (including rising interest rates and inflation); the regional economic climate (which may be adversely affected by plant closings, industry slow-downs and other local business factors); local real estate conditions (such as an oversupply of retail space or apartment units); perceptions by retailers or shoppers of the security, safety, convenience and attractiveness of a shopping center; perception by residential tenants of the safety, convenience and attractiveness of an apartment building or complex; the proximity and the number of competing shopping centers and apartment complexes; the availability of recreational and other amenities and the willingness and ability of the owner to provide capable management and adequate maintenance. In addition, other factors may adversely affect the fair market value of a commercial property or apartment building or complex without necessarily affecting the revenues, including changes in government regulations (such as limitations on development or on hours of operation), changes in tax laws or rates and potential environmental or other legal liabilities.

(B)Commercial Shopping Center Properties' Dependence on Anchor Stores and Satellite Tenants

(B)  Commercial Shopping Center Properties' Dependence on Anchor Stores and Satellite Tenants

FREIT believes that its revenues and earnings, its ability to meet its debt obligations and its funds available for distribution to shareholdersstockholders would be adversely affected if space in FREIT's multi-store shopping center properties could not be leased or if anchor store tenants or satellite tenants failed to meet their lease obligations.

The success of FREIT's investment in its shopping center properties is largely dependent upon the success of its tenants. Unfavorable economic, demographic, or competitive conditions may adversely affect the financial condition of tenants and consequently the lease revenues from and the value of FREIT's investments in its shopping center properties. If the sales of stores operating in FREIT's shopping center properties were to decline due to deteriorating economic conditions, the tenants may be unable to pay their base rents or meet other lease charges and fees due to FREIT. In addition, any lease provisions providing for additional rent based on a percentage of sales would not be operative in this economic environment. In the event


of default by a tenant, FREIT could suffer a loss of rent and experience extraordinary delays while incurring additional costs in enforcing its rights under the lease, which FREIT may not be able to recapture.

As of October 31, 2020,2023, the following table lists the ten (10)five (5) largest commercial tenants, which account for approximately 52.4%60.3% of FREIT’s leased commercial rental space and 38.3%47.3% of fixed commercial rents.

Tenant

Center

Sq. Ft.

% of Revenue

Burlington Stores, Inc. (1)

Westridge Square

85,992

3.8%

Kmart Corporation

Westwood Plaza

84,254

1.8%

Stop & Shop Supermarket Co.

Preakness

61,020

3.5%

Safeway Stores, Inc.

Damascus Center

58,358

5.4%

H-Mart Frederick, LLC

Westridge Square

55,300

3.9%

The Association of Universities for Research in Astronomy

Rotunda

51,520

8.6%

Stop & Shop Supermarket Co.

Franklin Crossing

48,673

5.0%

TJ MAXX

Westwood Plaza

28,480

3.3%

T-Bowl, Inc. (2)

Preakness

27,195

1.9%

Gold's Gym

Westridge Square

20,680

1.2%

     
TenantCenter Sq. Ft.   % of Revenue 
Stop & Shop Supermarket Co. Preakness  61,020 11.5%
Stop & Shop Supermarket Co. Franklin Crossing 48,673 15.5%
TJ Maxx (1)Westwood Plaza 28,480 10.4%
T-Bowl, Inc. (2)Preakness  27,195 5.9%
CVSPreakness  8,950 4.0%
     

(1) Burlington Stores, Inc. hasPursuant to a co-tenancy clause within FREIT's lease agreement with TJ Maxx, if for any period of more than 180 consecutive days from the date that Kmart is not exercised itsopen for business, then the co-tenancy clause goes into effect for a one year period.  During this time, TJ Maxx will have the option to renew its leaseeither (a) pay equal to the lesser of either the monthly installment of minimum rent which is setotherwise would have been payable for said month or 2% of Gross Sales for said month or (b) TJ Maxx may terminate their lease.  Effective March 28, 2024, TJ Maxx has elected the option to expire on November 30, 2021. FREIT’s operating results will be adversely impacted from losspay equal to the lesser of baseeither the monthly installment of minimum rent and additional rentwhich otherwise would have been payable for said month or 2% of approximately $1 million on an annualized basis. The Company is currently in discussions with another tenantGross Sales for this space. See “Renewal of leases and Reletting of Space” below for additional details.said month.

(2)  T-Bowl, Inc. wasSince the shutdown for several months in Fiscal 2020 due to the effects of the COVID-19 pandemic, this tenant has not paid full base rent and resumed operations at a very low capacity with rentaladditional rent. Rental revenue for this tenant of approximately $363,000$308,000, $258,000 and $369,000 during the fiscal yearyears ended October 31, 2020 being deemed uncollectible2023, 2022 and classified2021, respectively, was not recognized as a reductionrevenue in rental revenue.the respective year. See “Renewal of leases and Reletting of Space”below and Note 1615 to FREIT’s consolidated financial statements for additional details.

(C)Renewal of Leases and Reletting of Space

(C)Renewal of Leases and Reletting of Space

There is no assurance that we will be able to retain tenants at our commercial properties upon expiration of their leases. Upon expiration or termination of leases for space located in FREIT's commercial properties, the premises may not be relet or the terms of reletting (including the cost of concessions to tenants) may not be as favorable as lease terms for the terminated lease. If FREIT werewas unable to promptly relet all or a substantial portion of this space or if the rental rates upon such reletting were

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significantly lower than current or expected rates, FREIT's revenues and earnings, FREIT’s ability to service its debt, and FREIT’s ability to make distributions to its shareholders,stockholders, could be adversely affected.

FREIT owns and operates an 87,661 square foot shopping center located in Franklin Lakes, New Jersey, the anchor tenant of which is The Stop & Shop Supermarket Company, LLC (“Stop & Shop”). On July 26, 2017, Stop & Shop entered into a lease modification with FREIT whereby the tenant exercised its option to renew the lease for a ten-year period with a right of the tenant to terminate the lease at any time during the fifth year if the store does not meet certain sales volume levels set forth in the modification. This lease modification provided for a $250,000 reduction in annual rent over the renewed term.

On April 26, 2020, CB Theatre Experience, LLC filed for protection under Chapter 11 of the United States bankruptcy code (“Bankruptcy Code”) as disclosed in its bankruptcy filings. The theatre operated by CB Theatre Experience, LLC (known as “Cobb Theatre”) at the Rotunda retail property in Baltimore, Maryland, under a lease with Grande Rotunda, has been closed since April 2020 due to the mandated shutdown related to the COVID-19 pandemic. On July 14, 2020, Cobb Theatre rejected its lease at this property as of June 30, 2020. Until this space is re-leased, FREIT’s operating results will be adversely impacted from loss of base rent and additional rent of approximately $1.1 million (with a consolidated impact to FREIT of approximately $0.7 million) on an annualized basis. Additionally, there were unamortized tenant improvements related to the buildout of the movie theatre space in the amount of approximately $7.3 million (with a consolidated impact to FREIT of approximately $4.4 million) which were deemed to be impaired, written off and charged to operating expenses in the fourth quarter of Fiscal 2020. The Company is currently exploring all possible options for the re-leasing of this space. See “Results of Operations – Segment Information – Commercial Segment” under Item 7 and Note 16 to FREIT’s consolidated financial statements for the details of the impact of the rejection of this lease on FREIT’s operating results for the fiscal year ended October 31, 2020.

There were no other material lease expirations during Fiscal 2020 and Fiscal 2019. In Fiscal 2021, the lease for T-Bowl, Inc., which does business as a bowling alley at the Preakness Shopping Center located in Wayne, New Jersey, will expireexpired and has since been on August 30, 2021 unless renewed bya month-to-month basis. Since the tenant. As a result of the COVID-19 pandemic mandated shutdowns and imposed restrictions, this tenant was shutdown for several months in Fiscal 2020 and has only resumed operations at a very low capacity. Duedue to the adverse financial consequences resulting fromeffects of the COVID-19 pandemic, rentalthis tenant has not paid full base rent and additional rent. Rental revenue for this tenant of approximately $363,000$308,000, $258,000 and $369,000 during the fiscal yearyears ended October 31, 20202023, 2022 and 2021, respectively, was deemed uncollectible and was classifiednot recognized as a reductionrevenue in rental revenue based on our assessment of the probability of collecting substantially all of the remaining rents for this tenant.respective year. If the tenant does not extend or renew this lease and vacates this space, in Fiscal 2021, FREIT’s operating results will be adversely impacted from the loss of potential base rent and additional rent of approximately $562,000$576,000 on an annualized basis. The Company is currently in discussions with this tenant. Burlington Coat Factory, which does business as a

On June 24, 2023, the owner/operator of the 84,254 square foot Kmart store located at our Westwood Plaza shopping center in Westwood, New Jersey informed FREIT of its intent to sublet its space to three unidentified retail tenanttenants. The current term of the lease for Kmart expires on October 31, 2027 with two 5-year renewal options remaining. The lease agreement provides that base rent payments are fixed at the Westridge Square Shopping Center located in Frederick, Maryland, has not exercised its option to renew its lease which is set to expire on November 30, 2021 (in Fiscal 2022). FREIT’s operating results will be adversely impacted by the loss of base rent$4.00 per square foot ($336,720 annually) and additional rent for common area maintenance and insurance costs are based on an amount less than Kmart’s pro rata share of the shopping center. After reviewing the K-Mart space, management determined that the space has a fair market rental rate of between $15 and $24 per square foot. While significant tenant and/or capital improvements will be necessary to fit-up this space for a new tenant or tenants, the higher rent potentially realizable equates to annual revenues in excess of approximately $1 million$930,000 to $1,685,000. FREIT believes potentially higher rent amounts, if achieved, will more than offset lost rent from Kmart and other tenants with co-tenancy clauses and will only increase the overall value of the shopping center. Accordingly, on an annualized basis fromJuly 24, 2023, FREIT denied Kmart’s request and elected pursuant to the lease to terminate the Kmart lease effective October 19, 2023. Thus, FREIT now has full control of this tenant. The Companyspace instead of waiting another 14 years to renegotiate or re-lease this space at a higher market rent. As management is currently engaged in discussions with another tenantunable to predict the length of time it may take to re-lease this space, the Westwood Plaza shopping center will incur losses of annual base rent revenues of approximately $726,000 to $962,000 until such time as this space is re-leased. (See Note 17 to FREIT’s consolidated financial statements for this space; however, there can befurther details.)

There were no assurances that a newother material lease will be entered into with this prospective tenant.expirations during Fiscal 2023 and Fiscal 2022.

(D)Illiquidity of Real Estate Investments; Possibility that Value of FREIT's Interests may be less than its


Investment

(D)Illiquidity of Real Estate Investments; Possibility that Value of FREIT's Interests may be less than its Investment

Equity real estate investments are relatively illiquid. Accordingly, the ability of FREIT to vary its portfolio in response to changing economic, market or other conditions is limited. Also, FREIT's interests in its partially owned subsidiaries are subject to transfer constraints imposed by the operating agreements which govern FREIT’s investment in these partially owned subsidiaries. Even without such restrictions on the transfer of its interests, FREIT believes that there would be a limited market for its interests in these partially owned subsidiaries.

If FREIT had to liquidate all or substantially all of its real estate holdings, the value of such assets would likely be diminished if a sale were required to be completed in a limited time frame. The proceeds to FREIT from any such sale of the assets in FREIT’s real estate portfolio would therefore be less than the fair market value of those assets.

Impact of Governmental Laws and Regulations on Registrant's Business

FREIT’s properties are subject to various federal, state and local laws, ordinances and regulations, including those relating to the environment and local rent control and zoning ordinances.

(A)Environmental Matters

(A)Environmental Matters

Both federal and state governments are concerned with the impact of real estate construction and development programs upon the environment. Environmental legislation affects the cost of selling real estate, the cost to develop real estate, and the risks associated with purchasing real estate.

Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under such property, as well as certain other potential costs relating to hazardous or toxic substances (including government fines and

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penalties and damages for injuries to persons and adjacent property). Such laws often impose such liability without regard to whether the owners knew of, or were responsible for, the presence or disposal of such substances. Such liability may be imposed on the owner in connection with the activities of any operator of, or tenant at, the property. The cost of any required remediation, removal, fines or personal injury or property damages and the property owner's liability for same could exceed the value of the property and/or the aggregate assets of the owner. In addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely affect the owner's ability to sell or rent such property or to borrow using such property as collateral. If FREIT incurred any such liability, it could reduce FREIT's revenues and ability to make distributions to its shareholders.stockholders.

A property can also be negatively impacted by either physical contamination or by virtue of an adverse effect upon value attributable to the migration of hazardous or toxic substances, or other contaminants that have or may have emanated from other properties.

At this time, FREIT is aware of the following environmental matters affecting its properties:

(i)Westwood Plaza Shopping Center, Westwood, NJ

(i)Westwood Plaza Shopping Center, Westwood, NJ

This property is in a Flood Hazard Zone. FREIT maintains flood insurance in the amount of $500,000 for the subject property, which is the maximum available under the Flood Program for the property. Any reconstruction of that portion of the property situated in the flood hazard zone is subject to regulations promulgated by the New Jersey Department of Environmental Protection ("NJDEP"), which could require extraordinary construction methods. FREIT acquired the Westwood Plaza property in 1988, and the property has not experienced any flooding that gave rise to any claims under FREIT’s flood insurance in this time period.since the date of acquisition.

(ii)Other

(ii)Other

a) The State of New Jersey has adopted an underground fuel storage tank law and various regulations with respect to underground storage tanks.

FREIT no longer has underground storage tanks on any of its properties.

During the fiscal year ended October 31, 2019, FREIT conducted environmental audits for all of its properties. The environmental reports secured by FREIT have not revealed any environmental conditions on its properties, which require any further remediation pursuant to any applicable federal or state law or regulation.

b) FREIT has determined that several of its properties contain lead based paint (“LBP”). FREIT has obtained lead-free interior certifications with respect to all properties that were found to contain LBP, certifying that such properties contain no LBP on the interior surfaces. FREIT believes that it complies with all federal, state and local requirements as they pertain to LBP.

FREIT does not believe that the environmental conditions described in subparagraphs (i) and (ii) above will have a material adverse effect upon the capital expenditures, revenues, earnings, financial condition or competitive position of FREIT.

(B)Rent Control Ordinances


(B)Rent Control Ordinances

Each of the apartment buildings or complexes owned by FREIT or an affiliate of FREIT, is subject to some form of rent control ordinance which limits the amount by which FREIT or an affiliate of FREIT, can increase the rent for renewed leases, and in some cases, limits the amount of rent which FREIT or an affiliate of FREIT can charge for vacated units, except for The Regency, Westwood Hills, The Boulders at Rockaway, and Station Place and Icon which are not subject to any rent control law or regulation.

(C)Zoning Ordinances

(C)Zoning Ordinances

Local zoning ordinances may prevent FREIT from renovating, expanding or converting its existing properties for their highest and best use as determined by the Board. In Fiscal 2021, Wayne PSC received approvals from the Township of Wayne to allow it to redevelop the site immediately behind the former Macy’s department store to include 244 residential units with 37 units earmarked for affordable housing.

(D)Financial Information about Foreign and Domestic Operations and Export Sale

(D)Financial Information about Foreign and Domestic Operations and Export Sale

FREIT does not engage in operations in foreign countries and it does not derive any portion of its revenues from customers in foreign countries.

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ITEM 1ARISK FACTORS

ITEM 1A            RISK FACTORS

Almost all of FREIT’s income and cash flow are derived from the net rental income (revenues after expenses) from our properties. FREIT’s business and financial results are affected by the following fundamental factors:

public health crises, epidemics and pandemics;
the national and regional economic climate;
occupancy rates at the properties;
tenant turnover rates;
rental rates;
operating expenses;
tenant improvement and leasing costs;
cost of and availability of capital;
failure of banking institutions;
failure of insurance carriers;
new acquisitions and development projects;
cybersecurity breaches; and
changes in governmental regulations, real estate tax rates and similar matters.

public health crises, epidemics and pandemics;

the national and regional economic climate;

occupancy rates at the properties;

tenant turnover rates;

rental rates;

operating expenses;

tenant improvement and leasing costs;

cost of and availability of capital;

failure of banking institutions;

failure of insurance carriers;

new acquisitions and development projects; and

changes in governmental regulations, real estate tax rates and similar matters.

A negative or adverse quality change in the above factors could potentially cause a detrimental effect on FREIT’s revenue, earnings and cash flow. If rental revenues decline, we would expect to have less cash available to pay our indebtedness and distribute to our shareholders.stockholders.

Adverse impact resulting from the COVID-19 pandemic:public health crises, epidemics and pandemics: FREIT is subject to risks related to the effects of public health crises, epidemics and pandemics, including the COVID-19 pandemic.COVID-19. Such events could inhibit global, national and local economic activity; constrain our access to capital and other sources of funding, which could adversely affect the availability and terms of future borrowings or refinancings; adversely affect our residential tenants’ financial condition due to a sustained loss of income, which could affect their ability to pay rent; adversely affect our commercial tenants’ financial condition by limiting foot traffic and staffing at their businesses, which could affect their ability to pay rent and willingness to make new leasing commitments; reduce our cash flow, which could impact our ability to pay dividends or to service our debt; temporarily or permanently reduce the demand for retail or office space; reduce the value of our real estate assets, which may result in material non-cash impairment charges in future periods; and have other direct and indirect effects that are difficult to predict. Such risks depend upon the nature and severity of the public health concern, as well as the extent and duration of government-mandated orders and personal decisions to limit travel, economic activity and personal interaction, none of which can be predicted with confidence. In particular, we cannot predict the duration of stay-at-home and other government orders instituted in response to the COVID-19 pandemic, which vary by jurisdiction, or the short and long term economic effects caused by the pandemic, each of which could have a material adverse effect on our business.

Adverse Changes in General Economic Climate: FREIT derives the majority of its revenues from renting apartments to individuals or families, and from retailers renting space at its shopping centers. Over the past several years, there have been many factors aiding in economic growth in the United States such as: (a) improvement in the housing market; (b) falling energy prices helping keep inflation low; (c) increased consumer confidence to push spending modestly higher; (d)(c) improvements in private sector employment; and (e)(d) improved credit availability. However, there have been many factors impacting long-term economic growth, including, without limitation: (i) continued political gridlock in the federal government; (ii) regulatory uncertainties; (iii) continued infrastructure deterioration; (iv) increasing concerns regarding terrorism; (v) rising healthcare costs; (vi) the impact of trade policies; and more recently, (vii) rising energy, wages and consumer prices driving an increase in inflation along with increasing jobless claims as evidence of weakness in the economy.interest rates.

FREIT receives a substantial portion of its operating income as rent under long-term leases with commercial tenants. At any time, any of our commercial tenants could experience a downturn in its business that might weaken its financial condition. These tenants might defer or fail to make rental payments when due, delay lease commencement, voluntarily vacate the premises or declare bankruptcy, which could result in the termination of the tenant’s lease, and could result in material losses to us and harm to our results of operations. Also, it might take time to terminate leases of underperforming or nonperforming tenants and FREIT might incur costs to remove such tenants. Also, if tenants are unable to comply with the terms of their leases, FREIT might modify lease terms in ways that are less favorable to FREIT.

Tenants unable to pay rent: Financially distressed tenants may be unable to pay rents and expense recovery charges, where applicable, and may default on their leases. Enforcing FREIT’s rights as landlord could result in substantial costs and may not result in a full recovery of unpaid rent. If a tenant files for bankruptcy, the tenant’s lease may be terminated. In each such instance FREIT’s income and cash flow would be negatively impacted. The Company is closely monitoring changes in the collectability assessment of its tenant receivables as a result of certain tenants suffering adverse financial consequences related to the COVID-19 pandemic. During the fiscal year ended October 31, 2020, rental revenue deemed uncollectible of approximately $1.4 million (with a consolidated impact to FREIT of approximately $0.9 million) was classified as a reduction

11


Table of Contents

in rental revenue based on our assessment of the probability of collecting substantially all of the remaining rents for certain tenants.

On April 26, 2020, CB Theatre Experience, LLC filed for protection under Chapter 11 of the Bankruptcy Code as disclosed in its bankruptcy filings. The theatre operated by CB Theatre Experience, LLC (known as “Cobb Theatre”) at the Rotunda retail property in Baltimore, Maryland, under a lease with Grande Rotunda, has been closed since April 2020 due to the mandated shutdown related to the COVID-19 pandemic. On July 14, 2020, Cobb Theater rejected its lease at this property as of June 30, 2020. As a result of the rejection of this lease, uncollected rents in the amount of approximately $0.3 million and a straight-line rent receivable of approximately $0.4 million were reversed against revenue, and unamortized leasing commissions in the amount of approximately $0.2 million were written off and fully expensed in Fiscal 2020 resulting in a net impact of approximately $0.9 million (with a consolidated impact to FREIT of approximately $0.5 million) to net income for the year ended October 31, 2020. Until this space is re-leased, FREIT’s operating results will be adversely impacted from loss of base rent and additional rent of approximately $1.1 million (with a consolidated impact to FREIT of approximately $0.7 million) on an annualized basis. Additionally, there were unamortized tenant improvements related to the buildout of the movie theatre space in the amount of approximately $7.3 million (with a consolidated impact to FREIT of approximately $4.4 million) which were deemed to be impaired, written off and charged to operating expenses in the fourth quarter of Fiscal 2020. The Company is currently exploring all possible options for the re-leasing of this space. See “Renewal of Leases and Reletting of Space” under Item 1 and “Results of Operations – Segment Information – Commercial Segment” under Item 7 for additional details.

Costs of re-renting space: If tenants fail to renew leases, fail to exercise renewal options, or terminate their leases early, the lost rents due to vacancy and the costs of re-renting the space could prove costly to FREIT. In addition to cleaning and renovating the vacated space, we may be required to grant concessions to a new tenant, and may incur leasing brokerage commissions. The lease terms to a new tenant may be less favorable than the prior tenant’s lease terms, and will negatively impact FREIT’s income and cash flow and adversely affect FREIT’s ability to pay mortgage debt and interest or make distributions to its shareholders.stockholders.


Inflation may adversely affect our financial condition and results of operations: Increased inflation could have a pronounced negative impact on FREIT’s operating and administrative expenses, as these costs may increase at a higher rate than FREIT’s rents. While increases in most operating expenses at FREIT’s commercial properties can be passed on to retail tenants, increases in expenses at its residential properties cannot be passed on to residential tenants. Unreimbursed increased operating expenses may reduce cash flow available for payment of mortgage debt and interest and for distributions to shareholders.stockholders.

Development and construction risks:As part of its investment strategy, FREIT seeks to acquire property for development and construction, as well as to develop and build on land already in its portfolio. Development and construction activities are challenged with the following risks, which may adversely affect FREIT’s cash flow:

financing may not be available in the amounts FREIT seeks, or may not be on favorable terms;
long-term financing may not be available upon completion of the construction;
failure to complete construction on schedule or within budget may increase debt service costs and construction costs; and
abandoned project costs could result in an impairment loss.

financing may not be available in the amounts FREIT seeks, or may not be on favorable terms;

long-term financing may not be available upon completion of the construction;

failure to complete construction on schedule or within budget may increase debt service costs and construction costs; and  

abandoned project costs could result in an impairment loss.

Debt financing could adversely affect income and cash flow: FREIT relies on debt financing to fund its growth through acquisitions and development activities. To the extent third party debt financing is not available or not available on acceptable terms, acquisitions and development activities will be curtailed.

As of October 31, 2020,2023, FREIT had approximately $141.9$138.2 million of non-recourse fixed interest rate mortgage debt, including deferred interest, subject to fixed interest rates, and approximately $165.3 million ofno non-recourse variable interest rate debt of which $118.5 million related to the outstanding loan balance on the Grande Rotunda, LLC loan with Aareal Capital.mortgage debt. These mortgages are being repaid over periods (amortization schedules) that are longer than the terms of the mortgages. Accordingly, when the mortgages become due (at various times), significant balloon payments (the unpaid principal amounts) will be required. FREIT expects to refinance the individual mortgages with new mortgages or exercise extension options available to FREIT or its subsidiaries when their terms expire. To this extent, FREIT has exposure to capital availability and 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 the mortgage debt being retired. To the extent FREIT is unable to refinance its indebtedness on acceptable terms, FREIT might need to dispose of one or more of its properties upon disadvantageous terms.

FREIT’s revolving $13 million credit line (of which $13 million was available as of October 31, 2020)2023), and several of its loan agreements are requiredrequire FREIT or its subsidiaries to meet or maintain certain financial covenants that could restrict FREIT’s acquisition activities and result in a default on these loans if FREIT fails to satisfy these covenants. (See Note 5 to FREIT’s consolidated financial statements.)

Failure of banking and financing institutions: Banking and financing institutions such as insurance companies provide FREIT with credit lines and construction financing. The credit lines available to FREIT may be used for a variety of business

purposes, including general corporate purposes, acquisitions, construction, and letters of credit. Construction financing enables FREIT to develop new properties, or renovate or expand existing properties. A failure of the banking institution making credit lines available may render the line unavailable and adversely affect FREIT’s liquidity, and negatively impact FREIT’s operations in a number of ways. A failure of a financial institution unable to fund its construction financing obligations to FREIT may cause the construction to halt or be delayed. Substitute financing may be significantly more expensive, and construction delays may subject FREIT to delivery penalties.

Failure of insurance carriers: FREIT’s properties are insured against unforeseen liability claims, property damages, and other hazards. The insurance companies FREIT uses have good ratings at the time the policies are put into effect. Substantially all of FREIT’s insurance coverage is provided by one carrier. Financial failure of FREIT’s carriers may result in their inability to pay current and future claims. This inability to pay claims may have an adverse impact on FREIT’s financial condition. In addition, a failure of a FREIT insurance carrier may cause FREIT’s insurance renewal or replacement policy costs to increase.

Real estate is a competitive business: FREIT is subject to normal competition with other investors to acquire real property and to profitably manage such property. Numerous other REITs, banks, insurance companies and pension funds, as well as corporate and individual developers and owners of real estate, compete with FREIT in seeking properties for acquisition and for tenants. Many of these competitors have significantly greater financial resources than FREIT. In addition, retailers at FREIT's commercial properties face increasing competition from online shopping, outlet malls and discount shopping centers, outlet malls, sales through catalogue offerings, discount shopping clubs, marketing and shopping through cable and computer sources, particularly over the internet, and telemarketing.clubs. In many markets, the trade areas of FREIT's commercial properties overlap with the trade areas of other shopping centers. Renovations and expansions at those competing shopping centers and malls could negatively affect FREIT's commercial properties by encouraging shoppers to make their purchases at such new, expanded or renovated shopping centers and malls. Increased competition through these various sources could adversely affect the viability of FREIT's tenants, and any new commercial real estate competition developed in the future could potentially have an adverse effect on the revenues of and earnings from FREIT's commercial properties.

FREIT also faces competition with respect to its residential properties based on a variety of factors, including perception by residential tenants of the safety, convenience and attractiveness of an apartment building or complex; the proximity and the number of competing apartment complexes; the proximity of commercial shopping centers; the availability of recreational and


other amenities and the willingness and ability of the owner to provide capable management and adequate maintenance. Certain of these factors, such as the availability of amenities in the area surrounding a residential property, are not within FREIT’s control.

Illiquidity of real estate investment: Real estate investments are relatively difficult to buy and sell quickly. Accordingly, the ability of FREIT to diversify its portfolio in response to changing economic, market or other conditions is limited. Also, FREIT’s interests in its partially owned subsidiaries are subject to transfer constraints imposed under the operating agreements that govern FREIT’s investment in these partially owned subsidiaries.

Environmental problems may be costly: Both federal and state governments are concerned with the impact of real estate construction and development programs upon the environment. Environmental legislation affects the cost of selling real estate, the cost to develop real estate, and the risks associated with purchasing real estate.

Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under such property, as well as certain other potential costs relating to hazardous or toxic substances (including government fines and penalties and damages for injuries to persons and adjacent property). Such laws often impose such liability without regard to whether the owners knew of, or were responsible for, the presence or disposal of such substances. Such liability may be imposed on the owner in connection with the activities of any operator of, or tenant at the property. The cost of any required remediation, removal, fines or personal injury or property damages and the property owner's liability for same could exceed the value of the property and/or the aggregate assets of the owner. In addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely affect the owner's ability to sell or rent such property or to borrow using such property as collateral. If FREIT incurred any such liability, it could reduce FREIT's revenues and ability to make distributions to its shareholders.stockholders. During the fiscal year ended October 31, 2019, FREIT conducted environmental audits for all of its properties. The environmental reports secured by FREIT have not revealed any environmental conditions on its properties which require any further remediation pursuant to any applicable federal or state law or regulations.

A property can also be negatively impacted by either physical contamination or by virtue of an adverse effect upon value attributable to the migration of hazardous or toxic substances, or other contaminants that have or may have emanated from other properties.

Qualification as a REIT: Since its inception in 1961, FREIT has elected to qualify as a REIT for federal income tax purposes, and will continue to operate soin such a manner as to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of highly technical and complex provisions of the Internal Revenue Code. Governmental legislation, new regulations, and administrative interpretations may significantly change the tax laws with respect to the requirements for qualification as a

REIT, or the federal income tax consequences of qualifying as a REIT. Although FREIT intends to continue to operate in a manner to allow it to qualify as a REIT, future economic, market, legal, tax or other considerations may cause it to revoke the REIT election or fail to qualify as a REIT. Such a revocation would subject FREIT’s income to federal income tax at regular corporate rates, and failure to qualify as a REIT would also eliminate the requirement that FREIT pay dividends to its shareholders.stockholders.

Change of investment and operating policies: FREIT’s investment and operating policies, including indebtedness and dividends, are exclusively determined by the Board, and not subject to shareholderstockholder approval.

ITEM 1BUNRESOLVED STAFF COMMENTS

ITEM 1BUNRESOLVED STAFF COMMENTS

None.


14


ITEM 2PROPERTIES

Table of Contents

ITEM 2PROPERTIES

Portfolio of Investments: The following tables set forth certain information relating to each of FREIT's real estate investments in addition to the specific mortgages encumbering the properties.

Residential Apartment Properties as of October 31, 2020:

Property & Location

Year Acquired

No. of Units

Average Annual Occupancy Rate for the Year Ended 10/31/20

Average Monthly Rent per Unit @ 10/31/20*

Average Monthly Rent per Unit @ 10/31/19*

Mortgage Balance ($000)

Depreciated Cost of Land, Buildings & Equipment ($000)

Berdan Court (1)

Wayne, NJ

1965

176

95.7%

$1,909

$1,873

$28,815 (6)

$1,530

Regency Club

Middletown, NY

2014

132

96.8%

$1,754

$1,706

$15,255

$18,260

Steuben Arms

River Edge, NJ

1975

100

95.8%

$1,698

$1,629

$9,789

$706

Westwood Hills (2)

Westwood Hills, NJ

1994

210

93.9%

$2,016

$1,936

$25,000 (7)

$8,537

Boulders (3)

Rockaway, NJ

2006

129

94.1%

$2,157

$2,146

$15,050

$14,895

Icon (4)

Baltimore, Maryland

2016

379

91.5%

$2,295

$2,145

$65,186 (8)

$84,294

Station Place (5)

Red Bank, NJ

2017

45

96.7%

$2,848

$2,975

$12,181

$18,766

 

* Average monthly rent per unit excludes the impact of rent concessions and abatements. The average monthly rent per unit at October 31, 2019 has been adjusted for comparability purposes to conform to the presentation at October 31, 2020.

(1) Berdan Court is 100% owned by Berdan Court, LLC, which is 100% owned by FREIT.

(2) FREIT owns a 40% equity interest in Westwood Hills.

(3) Construction completed in August 2006 on land acquired in 1963 / 1964.

(4) FREIT owns a 60% equity interest in Grande Rotunda, LLC. A major redevelopment and expansion project was substantially completed in the third quarter of Fiscal 2016, in which a 379-unit residential complex was constructed upon property acquired in 2005.

(5) Station Place is 100% owned by Station Place on Monmouth, LLC, which is 100% owned by FREIT.

(6) On August 26, 2019, Berdan Court, LLC (“Berdan Court”), refinanced its $17 million loan (which matured on September 1, 2019) with the lender in the amount of $28,815,000. This loan has a term of ten years and bears a fixed interest rate equal to 3.54%. Interest-only payments are required each month for the first five years of the term and thereafter, principal payments plus accrued interest will be required each month through maturity. (See Note 5 to FREIT’s consolidated financial statements.)

(7) On September 30, 2020, Westwood Hills, LLC (“Westwood Hills”), refinanced its $19.2 million loan (which would have matured on November 1, 2020) with a new loan held by ConnectOne Bank in the amount of $25,000,000, with additional funding available in the amount of $250,000 for legal fees potentially incurred by the lender related to the lis pendens on this property. (See Note 14 to FREIT’s consolidated financial statements for additional details in regards to the lis pendens.) This loan is interest-only based on a floating rate at 400 basis points over the one-month LIBOR rate with a floor of 4.15% and has a maturity date of October 1, 2022 with the option of Westwood Hills to extend by two (2) additional six (6)-month periods from the maturity date, subject to certain provisions of the loan agreement. (See Note 5 to FREIT’s consolidated financial statements.)

(8) On February 7, 2018, Grande Rotunda, LLC ("Grande Rotunda"), refinanced its $115.3 million construction loan held by Wells Fargo with a new loan held by Aareal Capital Corporation in the amount of approximately $118.5 million with additional funding available through February 6, 2021 for retail tenant improvements and leasing costs in the amount of $3,380,000. This loan bears a floating interest rate at 285 basis points over the one-month LIBOR rate and has a maturity date of February 6, 2021 with two one-year renewal options to extend the maturity of this loan, subject to certain requirements as provided for in the loan agreement. As part of this transaction, Grande Rotunda had purchased an interest rate cap on LIBOR for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for the first two years of this loan which matured on March 5, 2020. On February 28, 2020, Grande Rotunda purchased an interest rate cap on LIBOR, with an effective date of March 5, 2020, for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for one year. On November 5, 2020, Grande Rotunda elected to exercise the first extension option on this loan to extend the initial maturity date from February 6, 2021 until February 6, 2022. In order to extend the maturity due date Grande Rotunda must satisfy the following conditions: (a) pay to lender an extension fee of 0.2% of the extended loan balance; (b) certify that node fault or events of default exist; (c) extend the interest rate cap to expire on February 6, 2022; and (d) allow lender to obtain an updated appraisal of the property. The principal balance of the amount of the loan to be extended must not exceed a loan-to-value of 62.5%. To the extent the loan-to-value exceeds the 62.5% limit, the loan must be brought into balance via a loan reduction or by other means satisfactory to the Lender. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended. At October 31, 2020, the total amount outstanding on this loan was approximately $118.5 million. Approximately 55% of this outstanding loan balance was allocated to the residential segment based on the appraisal. (See Note 5 to FREIT’s consolidated financial statements.)

Residential Apartment Properties as of October 31, 2023:   
Property & LocationYear
Acquired
No.
of
Units
Average Annual
Occupancy Rate for
the Year Ended
10/31/23
Average
Monthly Rent
per Unit @
10/31/23*
Average
Monthly Rent
per Unit @
10/31/22*
Mortgage
Balance ($000)
@ 10/31/23
Depreciated Cost of
Land, Buildings &
Equipment ($000)
@ 10/31/23
        
Berdan Court (1)196517696.8%$2,211$2,033$28,815$1,544
Wayne, NJ       
        
Regency Club201413297.7%$2,044$1,880$14,254$17,172
Middletown, NY       
        
Steuben Arms197510097.8%$1,865$1,745$9,022$861
River Edge, NJ       
        
Westwood Hills (2)199421096.3%$2,323$2,141$25,450 (4)$7,577
Westwood Hills, NJ       
        
Boulders 200612996.6%$2,534$2,299$7,500 (5)$13,889
Rockaway, NJ       
        
Station Place (3)20174594.1%$3,435$3,476$11,521$17,982
Red Bank, NJ       
        
* Average monthly rent per unit excludes the impact of rent concessions and abatements.  
        
(1) Berdan Court is 100% owned by Berdan Court, LLC, which is 100% owned by FREIT.
(2) FREIT owns a 40% equity interest in Westwood Hills, LLC, which owns 100% of the Westwood Hills property. 
(3) Station Place is 100% owned by Station Place on Monmouth, LLC, which is 100% owned by FREIT.
(4) On August 3, 2023, Westwood Hills, LLC refinanced its $25,000,000 loan secured by its residential property located in Westwood, New Jersey with a new loan held by Minnesota Life Insurance Company in the amount of $25,500,000. This loan is based on a fixed interest rate of 6.05%, provides for monthly payments of principal and interest of $153,706 and has a term of three years with a maturity date of September 1, 2026. This refinancing resulted in a decrease in the interest rate from a variable interest rate of approximately 9.21% (at the time of the refinancing) to a fixed interest rate of 6.05% and annual debt service savings of approximately $535,000.  See Note 5 to FREIT's consolidated financial statements for further details.
(5) On December 30, 2021, FREIT refinanced its $14.4 million loan (which would have matured on February 1, 2022) with a new loan held by ConnectOne Bank in the amount of $7,500,000, with additional funding available to be drawn upon through December 31, 2023 in the amount of $7,500,000. This loan is interest-only and had a maturity date of January 1, 2024 with the option of FREIT to extend for one year from the maturity date, subject to certain provisions of the loan agreement. On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of this loan for an additional one year from an initial maturity date of January 1, 2024 to a new maturity date of January 1, 2025.  The loan extension would have been based on a fixed interest rate of approximately 7.44%. On January 11, 2024, FREIT fully repaid this loan with a balance of $7.5 million. This will result in annual debt service savings of approximately $558,000.  See Note 5 to FREIT's consolidated financial statements for further details.


15


Commercial Properties as of October 31, 2023:    
Property & LocationYear
Acquired
Leasable
Space-
Approximate
Sq.Ft.
Average Annual
Occupancy Rate for
the Year Ended
10/31/23
Average
Annualized
Rent per Sq. Ft.
@ 10/31/23*
Average
Annualized Rent
per Sq. Ft. @
10/31/22*
Mortgage
Balance ($000)
@ 10/31/23
Depreciated
Cost of Land,
Buildings &
Equipment
($000)
@ 10/31/23
        
Glen Rock, NJ19624,67288.2%$30.84$63.35None (1)$43
        
        
Franklin Crossing1966 (2)87,65994.8%$22.19$22.92None (1)$6,136
Franklin Lakes, NJ       
        
Westwood Plaza1988174,27578.5%$11.88$12.19$16,617 (4)$7,255
Westwood, NJ       
        
Preakness Center (3)2002322,14248.2%$15.36$13.91$25,000 (5)$21,942
Wayne, NJ       
        
Rockaway, NJ1964/19631 Acre100.0%N/AN/ANone$114
  Land lease     
        
* Average annualized rent per sq. ft. includes the impact of straight-line rent adjustments and the amortization of rent concessions and abatements. 
        
(1) These properties are security for draws against FREIT's Credit Line.  (See Note 5 to FREIT’s consolidated financial statements for additional details.)
(2) The original 33,000 sq. ft. shopping center was replaced with a new 87,659 sq. ft. center that opened in October 1997.
(3) FREIT owns a 40% equity interest in Wayne PSC, LLC, that owns the center. 
(4) Effective February 1, 2023, FREIT entered into a loan extension and modification agreement with Valley National Bank on its loan secured by the Westwood Plaza shopping center in Westwood, New Jersey with a then outstanding balance of approximately $16,864,361. Under the terms and conditions of this loan extension and modification, the maturity date of the loan was extended for a term of one (1) year from February 1, 2023 to February 1, 2024 with the option of FREIT to extend for one additional year from the extended maturity date, subject to certain provisions of the loan agreement. The loan is based on a fixed interest rate of 7.5% and is payable based on monthly installments of principal and interest of approximately $157,347. Additionally, FREIT funded an interest reserve escrow account (“Escrow”) at closing representing the annualized principal and interest payments for one (1) year, amounting to approximately $1,888,166. This Escrow is held at Valley National Bank and in the event of a default on this loan, the bank shall be permitted to use the proceeds from the escrow account to make monthly debt service payments on the loan. The mortgage payable balance includes debt payment relief  granted from the lender in Fiscal 2020 resulting in total deferred payments of approximately $390,000, of which approximately $222,000 relates to deferred interest. These deferred payments are due at the maturity of this loan. On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of this loan for one additional year from an initial maturity date of February 1, 2024 to a new maturity date of February 1, 2025.  This loan extension will be at a fixed interest rate based on the then corresponding Wall Street Journal Prime Rate (approximately 8.5%). See Note 5 to FREIT's consolidated financial statements for additional details.
(5) On July 22, 2022, Wayne PSC, LLC (“Wayne PSC”) refinanced its $22.1 million loan (inclusive of deferred interest of approximately $136,000), which would have matured on October 1, 2026, on its Preakness Shopping center located in Wayne, New Jersey with a new loan held by ConnectOne Bank in the amount of $25,000,000. This loan is interest-only based on a fixed interest rate of 5% and has a term of three years with a maturity date of August 1, 2025. Additionally, an interest reserve escrow was established at closing representing twelve months of interest of $1,250,000, which can be used to pay monthly interest on this loan with a requirement to replenish the escrow account back to $1,250,000 when the balance in the escrow account is reduced to three months of interest. This refinancing resulted in (i) annual debt service savings of approximately $340,000 due to interest-only payments; (ii) an increase in the interest rate from a fixed interest rate of 3.625% to a fixed interest rate of 5%; and (iii) net refinancing proceeds of approximately $1.1 million which can be used for capital expenditures and general corporate purposes. As part of the refinancing, Wayne PSC terminated the interest rate swap contract on the underlying loan resulting in a realized gain on the swap breakage of approximately $1.4 million, which was recorded as a realized gain on the accompanying consolidated statement of income for the year ended October 31, 2022. See Notes 5 and 6 to FREIT’s consolidated financial statements.

Table of Contents


Commercial Properties as of October 31, 2020:**

Property & Location

Year Acquired

Leasable Space-Approximate Sq. Ft.

Average Annual Occupancy Rate for the Year Ended 10/31/20

Average Annualized Rent per Sq. Ft. @ 10/31/20*

Average Annualized Rent per Sq. Ft. @ 10/31/19 *

Mortgage Balance ($000)

Depreciated Cost of Land, Buildings & Equipment ($000)

Glen Rock, NJ

 

1962

4,672

100.0%

$18.64

$24.30

None (1)

$64

Franklin Crossing

Franklin Lakes, NJ

1966 (2)

87,661

90.7%

$21.20

$21.87

None (1)

$6,518

Westwood Plaza

Westwood, NJ

1988

174,275

86.3%

$11.31

$13.28

$18,695

$7,078

Westridge Square (3)

Frederick, MD

1992

252,733

90.9%

$13.01

$13.01

$21,775 (7)

$12,528

Preakness Center (4)

Wayne, NJ

2002

322,142

58.7%

$15.26

$18.51

$23,336

$24,076

Damascus Center (5)

Damascus, MD

2003

143,815

89.2%

$20.61

$22.57

$18,824

$25,438

The Rotunda (6)

Baltimore, MD

2005

294,500

80.9%

$25.36

$28.41

$53,334 (8)

$55,912

Rockaway, NJ

1964/1963

1 Acre

Land lease

100.0%

N/A

N/A

None

$114

* Average annualized rent per sq. ft. includes the impact of straight-line rent escalations and the amortization of rent concessions and abatements.

** See Note 16 to FREIT's consolidated financial statements for additional details in regards to the impact of the COVID-19 pandemic on rents from commercial tenants.

(1) Security for draws against FREIT's Credit Line. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

(2) The original 33,000 sq. ft. shopping center was replaced with a new 87,661 sq. ft. center that opened in October 1997.

(3) FREIT owns a 100% interest in WestFREIT Corp, that owns the center.

(4) FREIT owns a 40% equity interest in Wayne PSC, LLC, that owns the center.

(5) FREIT owns a 70% equity interest in Damascus Centre, LLC, that owns the center. A major renovation and expansion project was completed in November 2011.

(6) FREIT owns a 60% equity interest in Grande Rotunda, LLC, that owns the center. A major redevelopment and expansion project was substantially completed in the third quarter of Fiscal 2016, which included modernization of the office building containing 137,000 sq. ft. of office space and approximately 83,000 sq. ft. of retail space on the lower level of the building and an additional 75,000 square feet of new retail space.

(7) On April 3, 2019, WestFREIT, Corp. (owned 100% by FREIT) exercised its option to extend its loan held by M&T Bank, with an outstanding balance of approximately $22.5 million, for twelve months. The extension of this loan required monthly principal payments of $47,250 plus interest based on a floating interest rate equal to 240 basis points over the one-month LIBOR and had a maturity date of May 1, 2020 which was extended to November 1, 2020. This loan has been further extended with a new maturity date of January 31, 2021 under the same terms and conditions of the existing agreement while the lender is in discussions with the Company regarding a further modification and extension of this loan. (See Note 5 to FREIT’s consolidated financial statements.)

(8) On February 7, 2018, Grande Rotunda, LLC (“Grande Rotunda”), refinanced its $115.3 million construction loan held by Wells Fargo with a new loan held by Aareal Capital Corporation in the amount of approximately $118.5 million with additional funding available through February 6, 2021 for retail tenant improvements and leasing costs in the amount of $3,380,000. This loan bears a floating interest rate at 285 basis points over the one-month LIBOR rate and has a maturity date of February 6, 2021 with two one-year renewal options to extend the maturity of this loan, subject to certain requirements as provided for in the loan agreement. As part of this transaction, Grande Rotunda had purchased an interest rate cap on LIBOR for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for the first two years of this loan which matured on March 5, 2020. On February 28, 2020, Grande Rotunda purchased an interest rate cap on LIBOR, with an effective date of March 5, 2020, for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for one year. On November 5, 2020, Grande Rotunda elected to exercise the first extension option on this loan to extend the initial maturity date from February 6, 2021 until February 6, 2022. In order to extend the maturity due date Grande Rotunda must satisfy the following conditions: (a) pay to lender an extension fee of 0.2% of the extended loan balance; (b) certify that no default or events of default exist; (c) extend the interest rate cap to expire on February 6, 2022; and (d) allow lender to obtain an updated appraisal of the property. The principal balance of the amount of the loan to be extended must not exceed a loan-to-value of 62.5%. To the extent the loan-to-value exceeds the 62.5% limit, the loan must be brought in to balance via a loan reduction or by other means satisfactory to the Lender. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended. At October 31, 2020, the total amount outstanding on this loan was approximately $118.5 million. Approximately 45% of this outstanding loan balance was allocated to the residential segment based on the appraisal. (See Note 5 to FREIT’s consolidated financial statements.)

Supplemental Segment Information:

16


Table of Contents

Commercial lease expirations at October 31, 2023 assuming none of the tenants exercise renewal options:
Year Ending Number of Expiring Leases Percent of Annual Rent of Expiring Leases
October 31, Expiring Leases Sq. Ft. Commercial Sq. Ft. Total Per Sq. Ft.
           
Month to month  5   33,661  11.6% $563,835  $16.75 
2024  12   25,653  8.9% $648,826  $25.29 
2025  8   22,246  7.7% $626,945  $28.18 
2026  8   104,585  36.2% $1,717,720  $16.42 
2027  13   75,342  26.1% $1,684,312  $22.36 
2028  4   7,866  2.7% $224,596  $28.55 
2029  1   2,786  1.0% $74,940  $26.90 
2030  2   2,680  0.9% $85,956  $32.07 
2031  1   1,300  0.4% $39,780  $30.60 
2032  1   2,249  0.8% $62,400  $27.75 
2033  3   10,676  3.7% $310,626  $29.10 
                   

Supplemental Segment Information:

Commercial lease expirations at October 31, 2020 assuming none of the tenants exercise renewal options:

Annual Rent of Expiring Leases

Year Ending

October 31,

Number of Expiring Leases

Expiring Leases

Sq. Ft.

Percent of Commercial

Sq. Ft.

Total

Per Sq. Ft.

 

Month to month

12

15,252

1.5%

$

383,015

$

25.11

2021

26

112,439

11.3%

$

2,511,308

$

22.33

2022

25

249,503

25.1%

$

2,621,261

$

10.51

2023

27

74,123

7.4%

$

2,214,235

$

29.87

2024

21

91,065

9.1%

$

2,034,396

$

22.34

2025

14

42,680

4.3%

$

1,086,415

$

25.45

2026

14

92,668

9.3%

$

1,600,069

$

17.27

2027

10

69,295

7.0%

$

1,581,028

$

22.82

2028

14

45,301

4.6%

$

1,237,094

$

27.31

2029

11

95,101

9.6%

$

1,704,325

$

17.92

2030

4

59,224

5.9%

$

864,060

$

14.59

2031

1

17,550

1.8%

$

403,650

$

23.00

2032

3

26,846

2.7%

$

534,876

$

19.92

2033

1

4,365

0.4%

$

135,315

$

31.00

Vacant Land as of October 31, 2020:2023:

Vacant Land

Permitted Use Per

Acreage Per

Location (1)

Acquired

Current Use

Local Zoning Laws

Parcel

Franklin Lakes, NJ

1966

None

Residential

4.27

Wayne, NJ

2002

None

Commercial

2.1

Rockaway, NJ

1964

None

Residential

1.0

 

(1)

All of the above land is unencumbered, except as noted elsewhere.

Vacant Land  Permitted Use PerAcreage Per
Location (1)AcquiredCurrent UseLocal Zoning LawsParcel
Franklin Lakes, NJ1966NoneResidential4.27
Wayne, NJ2002NoneCommercial2.1
Rockaway, NJ1964NoneResidential1.0

(1)      All of the above land is unencumbered, except as noted elsewhere.

FREIT believes that it has a diversified portfolio of residential and commercial properties. FREIT does not derive 10% or greater of its total consolidated revenue from any single lease agreement.

In Fiscal 2020, 20192023, FREIT had two (2) properties that contributed over 15% of FREIT’s total consolidated revenue: within the residential segment, the Westwood Hills property and 2018,the Berdan Court property, which accounted for 18.4% and 15.1%, respectively, of total consolidated revenue. In Fiscal 2022, FREIT had one (1) property that contributed over 15% of FREIT’s total consolidated revenue: within the residential segment, the Westwood Hills property, which accounted for 16.1% of total consolidated revenue. In Fiscal 2021, FREIT had one (1) property that contributed over 15% of FREIT’s total consolidated revenue: within both the residential and commercial segment, the Rotunda property in Baltimore, Maryland, which accounted for 31.3% for Fiscal 2020, 29.3% for Fiscal 2019 and 26.8% for Fiscal 2018 of34% total consolidated revenue. On December 30, 2021, the property owned by Grande Rotunda, LLC was sold. (See Note 2 to FREIT’s consolidated financial statements for additional details.)

Although FREIT’s general investment policy is to hold properties as long-term investments, FREIT could selectively sell certain properties if it determines that any such sale is in FREIT’s and its shareholders’stockholders’ best interests. See “Business- Disposition” under Item 1 above. With respect to FREIT’s future acquisition and development activities, FREIT will evaluate various real estate opportunities, which FREIT believes would increase FREIT’s revenues and earnings, as well as complement and increase the overall value of FREIT’s existing investment portfolio.

Except for the TD Bank branch located in Rockaway, New Jersey, all of FREIT’s and its subsidiaries’ commercial properties have multiple tenants.


October 31, 2023, FREIT and its subsidiaries’ commercial properties have seventeen (17)five (5) anchor/major tenants, which account for approximately 62.9%60.3% of the space leased. The balance of the space is leased to one hundred sixty (160)fifty-three (53) satellite and office tenants. The following table lists the anchor/major tenants at each center and the number of satellite tenants:

Commercial Property

No. of

Shopping Center (SC)

Net Leasable

Additional/Satellite

Office Building (O)

Space

Anchor/Major Tenants

Tenants

 

Westridge Square

(SC)

252,733

Burlington Stores, Inc. (5)

18

Frederick, MD

H-Mart

Gold's Gym

Franklin Crossing

(SC)

87,661

Stop & Shop

16

Franklin, Lakes, NJ

Westwood Plaza

(SC)

174,275

Kmart Corp

12

Westwood, NJ

TJMaxx

Preakness Center (1)

(SC)

322,142

Stop & Shop

26

Wayne, NJ

CVS

Annie Sez

T-Bowl (4)

Wayne Movietown (4)

Damascus Center (2)

(SC)

143,815

Safeway Stores

24

Damascus, MD

The Rotunda (3)

(O)

137,307

iHeartMedia+Entertainment, Inc. (f/k/a Clear Channel Broadcasting Inc.)

41

Baltimore, MD

The Association of Universities For Research in Astronomy, Inc.

 

(SC)

157,193

Walgreen Corporation

21

Mom's Organic Market

Brick Bodies

 

Glen Rock, NJ

(SC)

4,672

2

 

(1) FREIT has a 40% interest in this property.

(2) FREIT has a 70% interest in this property.

(3) FREIT has a 60% interest in this property.

(4) Tenants were shutdown in Fiscal 2020 due to the COVID-19 impact and have either resumed operations at a low capacity or not yet re-opened. See Note 16 to FREIT's consolidated financial statements and “Renewal of leases and Reletting of Space” for additional details.

(5) Burlington Stores, Inc. has not exercised its option to renew its lease which is set to expire on November 30, 2021. FREIT’s operating results will be adversely impacted from loss of base rent and additional rent of approximately $1 million on an annualized basis. The Company is currently in discussions with another tenant for this space. See “Renewal of leases and Reletting of Space” for additional details.

    No. of
Commercial Property Net Leasable Additional/Satellite
Shopping Center (SC) SpaceAnchor/Major TenantsTenants
     
Franklin Crossing (SC) 87,659Stop & Shop Supermarket Co.  18
Franklin, Lakes, NJ     
Westwood Plaza (SC) 174,275TJMaxx 11
Westwood, NJ     
Preakness Center (1) (SC) 322,142Stop & Shop Supermarket Co.  22
Wayne, NJ   CVS  
   T-Bowl, Inc. (2)  
     
Glen Rock, NJ (SC) 4,6722

(1) FREIT has a 40% interest in this property.

(2) See Note 15 to FREIT's consolidated financial statements and “Renewal of leases and Reletting of Space” for additional details.

With respect to most of FREIT’s commercial properties, lease terms range from five (5) years to twenty-five (25) years with options, which if exercised would extend the terms of such leases. The lease agreements generally provide for reimbursement of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. During the last three (3) completed fiscal years, occupancy at FREIT’s commercial properties averaged 80.6%66.7%, which represents the actual “physical” occupancy rate (based upon possession and use of leased space). The lower average and excludes from each of these years the occupancy level is attributed to generalat the properties located in Maryland which were sold in Fiscal 2022. While our retail struggles as well asproperties have stabilized from the impact of the COVID-19 pandemic, on retail businesscertain of our properties still have not attained pre-pandemic occupancy levels despite some recovery in Fiscal 2020, making it difficult to attractbrick and retain tenants due to the financial hardship driven by the mandated shutdowns and continued restrictions imposed upon them.mortar retail.

Leases for FREIT’s apartment buildings and complexes are usually one to two years in duration. Even though the residential units are leased on a short-term basis, FREIT has averaged, during the last three (3) completed fiscal years, a 94.6%97.4% occupancy rate with respect to FREIT’s available apartment units, excluding from each of these fiscal years the occupancy at the Pierre TowersIcon property located in Maryland which was converted to a TIC and deconsolidated from FREIT’s operating results as of February 28, 2020.sold in Fiscal 2022.

FREIT does not believe that any seasonal factors materially affect FREIT’s business operations and the leasing of its commercial and apartment properties.

FREIT believes that its properties are covered by adequate fire and property insurance provided by reputable companies and with commercially reasonable deductibles and limits.

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Table of Contents


ITEM 3LEGAL PROCEEDINGS

ITEM 3 LEGAL PROCEEDINGS

On January 14, 2020, FREIT and certain of its affiliates (collectively, the “Sellers” or “Defendant”), entered into a Purchase and Sale Agreement (as subsequently amended, the “Purchase and Sale Agreement”) with Sinatra Properties LLC (the “Purchaser”, “Sinatra” or “Plaintiff”), which as subsequently amended, provided for the sale by the Sellers to the Purchaser of 100% of the Sellers’ ownership interests in six real properties held by the Sellers in exchange for the purchase price described therein, subject to the terms and conditions of the Purchase and Sale Agreement. On April 30, 2020, the Sellers delivered written notice to the Purchaser of the Sellers’ termination of the Purchase and Sale Agreement in accordance with its terms due to the occurrence of a “Purchaser Default” thereunder, based on the Purchaser’s failure to perform its obligations under the Purchase and Sale Agreement and close the transactions contemplated therein.

Upon the execution of the Purchase and Sale Agreement, the Purchaser delivered into escrow a deposit in the amount of $15 million (the “Deposit”), in the form of an unconditional, irrevocable letter of credit in such amount (the “Letter of Credit”). The Purchase and Sale Agreement provides that the Sellers’ exclusive remedy, in the event of a “Purchaser Default” and the termination of the Purchase and Sale Agreement, is the forfeiture of the Deposit to the Sellers as liquidated damages. Accordingly, contemporaneously with the Sellers’ delivery of the termination notice to the Purchaser, the Sellers delivered written notice to the escrow agent requesting that the escrow agent release the Letter of Credit from escrow and deliver same to the Sellers.

On May 6, 2020, the Purchaser filed a complaint (the “Complaint”) against the Sellers in the Superior Court of New Jersey, Monmouth County (“Court”), in which, among other things, the Purchaser alleges breach of contract and breach of the covenant of good faith and fair dealing against the Sellers in connection with the Sellers’ termination of the Purchase and Sale Agreement. The Purchaser seekssought (a) a judgment of specific performance compelling the Sellers to convey the properties under the Purchase and Sale Agreement to the Purchaser; (b) declaratory judgment from the court that (i) the Purchase and Sale Agreement is not terminated, (ii) the Purchaser is not in default under the Purchase and Sale Agreement, and (iii) the Sellers are in default under the Purchase and Sale Agreement, subject to a right to cure; (c) an order for injunctive relief compelling the Sellers to perform the Purchase and Sale Agreement; (d) in the event that the court does not order specific performance, a judgment directing that the Purchaser’s $15 million deposit under the Purchase and Sale Agreement be returned to the Purchaser, and compensatory, consequential and incidental damages in an amount to be determined at trial; and (e) attorneys’ fees and costs.

The Purchaser hasalso filed lis pendens with respect to each of the six properties that were subject to the Purchase and Sale Agreement. The lis pendens provides notice to the public of the Complaint. Pending the resolution of this litigation, the filing of the lis pendens will adversely affect the future sale or financing of those properties.

On June 17, 2020, the Sellers filed their answer, separate defenses, and counterclaims (the “Answer”) in response to the Complaint, in which, among other things, the Sellers (a) deny the Purchaser’s claim that the Sellers’ termination of the Purchase and Sale Agreement was wrongful, and assert that there was no contractual basis in the Purchase and Sale Agreement to relieve the Purchaser from its obligation to perform thereunder, or to defer or postpone the Purchaser’s obligation to perform, (b) assert certain defenses to the allegations set forth in the Complaint without admitting any liability, and (c) request relief from the Court in the form of (i) judgment in the Sellers’ favor dismissing all of the Purchaser’s claims against them with prejudice and denying all of the Purchaser’s requests for relief, (ii) reasonable attorneys’ fees and costs, and (iii) such other and further relief as the Court deems just.

In addition, the Answer asserts counterclaims by the Sellers against the PurchaserSinatra for breach of contract due to the Purchaser’sSinatra’s failure to close the Purchase and Sale Agreement in accordance with its terms, and the Sellers seek a declaratory judgment from the Court that the Sellers properly terminated the Purchase and Sale Agreement in accordance with its terms due to the Purchaser’sSinatra’s default and an order from the Court that the PurchaserSinatra authorize the escrow agent to release the $15 million deposit under the Purchase and Sale Agreement to the Sellers. On April 28, 2021, the Sellers amended the Answer to include (1) counterclaims against Sinatra for breach of contract due to Sinatra’s breach of confidentiality and non-disclosure obligations contained in the Purchase and Sale Agreement, and (2) third-party claims against Sinatra’s affiliate Kushner Realty Acquisition LLC for breach of its confidentiality and non-disclosure obligations contained in the non-disclosure agreement entered into by the parties in connection with the negotiation of the transactions contemplated by the Purchase and Sale Agreement, based on the conduct of Sinatra and its affiliates after the Sellers terminated the Purchase and Sale Agreement.

In connection with these counterclaims and third-party claims, the Answer seekssought the following relief from the Court: (a) liquidated damages in the amount of $15 million, as provided in the Purchase and Sale Agreement; (b) in the alternative to the liquidated damages provided for in the Purchase and Sale Agreement, money damages in an amount to be determined at trial; (c) interest, attorneys’ fees and costs associated with the defense of the Purchaser’s claims and the prosecution of the Sellers’ counterclaims against the Purchaser, as provided for in the Purchase and Sale Agreement; (d) judgment declaring that the Sellers properly terminated the Purchase and Sale Agreement due to the Purchaser’s default thereunder; (e) judgment declaring that the Purchaser must authorize the escrow agent to release the $15 million deposit to the Sellers; (f) an order enjoining the Purchaser and (f)its affiliates from engaging in further breaches of the Purchase and Sale Agreement and non-disclosure agreement, and compelling the Purchaser and its affiliates to return the Sellers’ confidential information and materials and to use best efforts to ensure the return of the Sellers’ confidential information and materials from third parties to whom the Purchaser and/or its affiliates provided such materials; and (g) such other relief as the Court deems just and equitable. (See Note 14


In the Answer filed by the Purchaser on September 15, 2020 and the Answer and Affirmative Defenses filed by the Purchaser and Kushner Realty Acquisition LLC on June 7, 2021, the Purchaser and Kushner Realty Acquisition LLC have generally denied the claims, counterclaims and allegations contained in the Sellers’ original and amended Answer, and asserted affirmative defenses to the Sellers’ claims and counterclaims.

Each of the Sellers and the Purchaser filed motions for summary judgment (“Summary Judgment Motions”) with the Court seeking, among other things, the dismissal of the other parties’ claims.

On February 4, 2022, the Court entered an Order (the “February 4 Order”) with respect to the Summary Judgment Motions which provides as follows:

(1)The Court finds that the Plaintiff’s have breached the subject contract and the Court dismisses all claims for relief filed by the Plaintiffs in this suit. The Court dismissed the Complaint and dismisses the Lis Pendens.

(2)The Court finds that the liquidated damage provision of the contract is not enforceable and the Court Orders that the $15 million held in escrow be returned to the Plaintiff.

(3)The Court dismisses the Counterclaims and Third Party Complaint. All pleadings are dismissed.

On May 31, 2022, Sinatra filed a Motion for Reconsideration with the Court, requesting that the Court reconsider its February 4, 2022 Order and, among other things, (a) grant Sinatra’s motion for summary judgment, and (b) reverse the Court’s findings that (1) Sinatra breached the Purchase and Sale Agreement, (2) the Sellers did not breach the Purchase and Sale Agreement and (3) the Court’s dismissal of the Complaint and Lis Pendens. On July 8, 2022, the Court denied Sinatra’s Motion for Reconsideration.

Following the February 4 Order, the Sellers and the Purchaser each filed a motion for an award of attorney’s fees and costs pursuant to the applicable provisions of the Purchase and Sale Agreement. On December 8, 2022 the Court entered an Order awarding Sellers $3,420,422.88 in attorneys’ fees and denying the Plaintiff’s request for attorneys’ fees (the “December 8 Order”). Upon entering the December 8 Order, the Court had adjudicated all unresolved issues in the action.

On December 8, 2022, the Sellers filed a Notice of Appeal, appealing from that portion of the February 4 Order which declined to enforce the liquidated damages provision in the Purchase and Sale Agreement. As a result of such appeal by the Sellers, the liquidated damage amount of $15 million remains in escrow and has not been returned to Sinatra.

On December 22, 2022, the Purchaser filed a Notice of Cross Appeal appealing from all determinations by the Court adverse to the Purchaser, including (i) that portion of the February 4 Order holding that the Purchaser breached the contract; (ii) the denial of the Purchaser’s motion for reconsideration of the February 4 Order; and (iii) the December 8 Order awarding the Sellers $3,420,422.88 in attorneys’ fees and denying the Purchaser’s request for attorneys’ fees.

The Sellers continue to believe that the allegations set forth in the Complaint filed by Sinatra and in the Answer to Counterclaims and Third-Party Complaint and Affirmative Defenses filed by Sinatra and Kushner Realty Acquisition LLC, are without merit.

On July 19, 2023, the Sellers filed a complaint (the “Complaint”) in the Superior Court of New Jersey, Monmouth County, Chancery Division (the “Court”), against Kushner Companies LLC (“Kushner”) seeking to collect on a $3.42 million judgment entered by the Court in favor of the Sellers against Sinatra, a wholly owned subsidiary of defendant, Kushner. The Complaint alleges that Kushner used Sinatra as a shell to evade its debts and obligations, and asks the Court to pierce the corporate veil and hold Kushner liable for Sinatra’s debts and obligations under the Purchase Agreement, including the attorneys’ fees awarded to the Sellers, all costs incurred by the Sellers to enforce the Judgment and any additional fees awarded to the Sellers in connection with the pending appeal. On September 22, 2023, Kushner filed a motion with the Court seeking to dismiss the Complaint in lieu of an Answer to the Complaint. The Sellers will vigorously oppose Kushner’s motion to dismiss.

As previously disclosed, FREIT has incurred substantial costs in legal fees and related costs through October 31, 2023 in connection with the Sinatra litigation. FREIT expects to continue to incur additional costs until such time as (i) the appeal is resolved with respect to the Court’s decision to deny FREIT’s consolidated financial statementsliquidated damages claim, and (ii) FREIT also resolves the additional claims to collect on its $3.42 million Judgment and obtain reimbursement of its ongoing legal costs and expenses. Although it is not possible to forecast the final outcome of this litigation, to date FREIT has successfully avoided Sinatra’s claim for further details.)specific performance under the Purchase Agreement and was awarded a favorable $3.42 million Judgement to be reimbursed for certain of its legal fees and expenses.

Except as disclosed in the preceding paragraphs, there are no other material pending legal proceedings to which FREIT is a party, or of which any of its properties is the subject. There is, however, ordinary and routine litigation involving FREIT's business including various tenancy and related matters. Except for the environmental conditions involving remediation disclosed in “Item 1(c) Narrative Description of Business - Impact of Governmental Laws and Regulations on Registrant’s Business; Environmental Matters,” there are no legal proceedings concerning environmental issues with respect to any property owned by FREIT.


19


Table of Contents

ITEM 4MINE SAFETY DISCLOSURES

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5MARKET FOR FREIT'S COMMON EQUITY, RELATED SECURITY HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5MARKET FOR FREIT’S COMMON EQUITY, RELATED SECURITY HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Shares

Reincorporation

First Real Estate Investment Trust of Beneficial Interest

Beneficial interestsNew Jersey was organized on November 1, 1961 as a New Jersey Business Trust. On July 1, 2021, First Real Estate Investment Trust of New Jersey completed the change of its form of organization from a New Jersey real estate investment trust to a Maryland corporation (the “Reincorporation”) which was approved by its stockholders at the annual meeting of stockholders held on May 6, 2021. The Reincorporation changed the law applicable to First Real Estate Investment Trust of New Jersey’s affairs from New Jersey law to Maryland law and was accomplished by the merger of First Real Estate Investment Trust of New Jersey with and into its wholly owned subsidiary, First Real Estate Investment Trust of New Jersey, Inc. (“FREIT”, “Trust”, “us”, “we”, “our” or the “Company”), a Maryland corporation. As a result of the Reincorporation, the separate existence of First Real Estate Investment Trust of New Jersey has ceased and FREIT has succeeded to all the business, properties, assets and liabilities of First Real Estate Investment Trust of New Jersey. Holders of shares of beneficial interest in First Real Estate Investment Trust of New Jersey have received one newly issued share of common stock of FREIT are representedfor each share of First Real Estate Investment Trust of New Jersey that they own, without any action of stockholders required and all treasury stock held by First Real Estate Investment Trust of New Jersey was retired. FREIT is organized and will continue to operate in such a manner as to qualify for taxation as a REIT under the Internal Revenue Code of 1986, as amended, and its stock is traded on the over-the-counter market under the trading symbol FREVS.

Shares

FREIT has the authority to issue 25,000,000 shares, withoutconsisting of 20,000,000 shares of common stock with a par value (the “Shares”). The Shares representof $0.01 per share and 5,000,000 shares of preferred stock with a par value of $0.01 per share. FREIT’s only authorized, issued and outstanding class of equity.equity is common stock (“Shares”). As of January 29, 2021,2024, there were approximately 500 holders of record of the Shares.

The Shares are traded in the over-the-counter market through use of the OTC Bulletin Board Service (the “OTC Bulletin Board”) provided by FINRA,the Financial Industry Regulatory Authority, Inc. (“FINRA”). FREIT does not believe that an active United States public trading market exists for the Shares since historically only small volumes of the Shares are traded on a sporadic basis. The following table sets forth, at the end of the periods indicated, the Bid and Asked quotations for the Shares on the OTC Bulletin Board.

Bid

Asked

 Bid Asked 

Fiscal Year Ended October 31, 2020

Fiscal Year Ended October 31, 2023     

First Quarter

$

24.50

$

25.45

 $15.50 $15.65 

Second Quarter

$

17.76

$

18.00

 $14.56 $15.38 

Third Quarter

$

14.50

$

15.00

 $18.25 $19.14 

Fourth Quarter

$

13.21

$

14.49

 $15.77 $17.85 
  Bid Asked 
Fiscal Year Ended October 31, 2022     
First Quarter $24.01 $25.00 
Second Quarter $24.25 $25.00 
Third Quarter $24.16 $24.75 
Fourth Quarter $16.50 $17.15 

Bid

Asked

Fiscal Year Ended October 31, 2019

First Quarter

$

15.80

$

16.50

Second Quarter

$

16.75

$

17.50

Third Quarter

$

17.25

$

18.40

Fourth Quarter

$

17.25

$

18.20

The bid quotations set forth above for the Shares reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions. The source of the bid and asked quotations is Bloomberg.

Stockholder Rights Plan

On July 28, 2023, FREIT’s Board adopted a stockholder rights plan, as set forth in the Stockholder Rights Agreement, dated July 31, 2023, between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”). Pursuant to the terms of the Rights Agreement, the Board declared a dividend distribution of one Preferred Stock Purchase Right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) to stockholders of record as of the close of business on August 11, 2023 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as hereinafter defined). Each Right entitles the registered holder thereof to purchase from the Company a unit consisting of one ten-thousandth


of a share (a “Unit”) of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a cash exercise price of $95.00 per Unit (the “Exercise Price”), subject to adjustment, under certain conditions specified in the Rights Agreement.

Initially, the Rights are not exercisable and are attached to and trade with all shares of Common Stock outstanding as of, and issued subsequent to, the Record Date. The Rights will separate from the Common Stock and will become exercisable upon the earlier of (i) the close of business on the tenth calendar day following the first public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10% or more of the outstanding shares of Common Stock, other than as a result of repurchases of stock by the Company or certain inadvertent actions by a stockholder (the date of said announcement being referred to as the “Stock Acquisition Date”), or (ii) the close of business on the tenth business day (or such later day as the Board of Directors may determine) following the commencement of a tender offer or exchange offer that could result upon its consummation in a person or group becoming an Acquiring Person (the earlier of such dates being herein referred to as the “Distribution Date”).

Dividends

The holders of Shares are entitled to receive distributions as may be declared by the Board.FREIT Board of Directors (“Board”). Dividends may be declared from time to time by the Board and may be paid in cash, property, or Shares. The Board’s present policy is to distribute annually at least ninety percent (90%) of FREIT’s REIT taxable income as dividends to the holders of Shares in order to qualify as a REIT for federal income tax purposes. Distributions are made on a quarterly basis. For Fiscal 2020, FREIT did not pay/declare a dividend. For Fiscal 2019,2023, 2022 and 2021, FREIT paid/declared an annual dividend of $0.60 per share. In Fiscal 2018 and Fiscal 2017, FREIT paid/declared an annual dividend of $0.15$0.45 per share, for each fiscal year. For Fiscal 2016, FREIT paid/declared an annual dividend of $1.20$9.20 per share.

share and $0.25 per share, respectively. See Item 7, “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Distributions to Shareholders.Stockholders.

Securities Authorized for Issuance Under Equity Compensation Plans

See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

20


Table of Contents


ITEM 6SELECTED FINANCIAL DATA

The selected consolidated financial data for FREIT for each of the five (5) fiscal years in the period ended October 31, 2020 are derived from financial statements herein or previously filed financial statements. This data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report and with FREIT’s consolidated financial statements and related notes included in this Annual Report.

BALANCE SHEET DATA:

As At October 31,

2020

2019

2018

2017

2016

(In Thousands)

Total assets

$

355,215

$

390,618

$

392,073

$

372,957

$

367,971

 

Mortgages payable, gross

$

307,240

$

352,790

$

350,504

$

323,435

$

329,719

 

Common equity

$

34,902

$

15,715

$

21,488

$

17,838

$

2,834

 

Weighted average shares outstanding:

Basic

6,992

6,940

6,883

6,833

6,783

Diluted

6,994

6,940

6,883

6,833

6,784

INCOME STATEMENT DATA:

Years Ended October 31,

2020

2019

2018

2017

2016

(In Thousands of Dollars, Except Per Share Amounts)

Revenue from real estate operations

$

52,727

$

60,277

$

57,997

$

51,634

$

46,254

 

Expenses:

Real estate operating expenses

22,922

26,062

24,883

26,233

21,797

Special Committee third party advisory, legal and other expenses

4,606

1,416

Lease termination fee

620

General and administrative expenses

3,821

2,633

2,305

2,129

2,034

Depreciation

10,341

11,339

11,515

10,669

7,852

Tenant improvement write-off due to COVID-19

7,277

Total expenses

48,967

41,450

38,703

39,651

31,683

 

Operating income

3,760

18,827

19,294

11,983

14,571

 

Investment income

204

360

267

206

150

Unrealized (loss) gain on interest rate cap contract

(160

)

72

Gain on sale of property

836

15,395

314

Loan prepayment costs relating to property sale

(1,139

)

Gain on deconsolidation of subsidiary

27,680

Loss on investment in tenancy-in-common

(202

)

Interest expense including amortization

of deferred financing costs

(14,122

)

(18,070

)

(18,667

)

(15,762

)

(11,936

)

Net income

17,320

1,793

966

10,683

3,099

 

Net loss (income) attributable to noncontrolling interests in subsidiaries

3,233

(6

)

517

2,433

(94

)

Net income attributable to common equity  

$

20,553

$

1,787

$

1,483

$

13,116

$

3,005

 

Earnings per share - basic and diluted

$

2.94

$

0.26

$

0.21

$

1.92

$

0.44

 

Cash dividends declared per common share

$

$

0.60

$

0.15

$

0.15

$

1.20

21


ITEM 7MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Identifying Important Factors That Could Cause FREIT’s 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 consolidated financial statements of FREIT (including related notes thereto) appearing elsewhere in this 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 and are based on estimates, projections, beliefs, data, methods and assumptions of management of FREIT at the time of such statements regarding future results of operations, economic performance, financial condition and achievements of FREIT, and do not relate strictly to historical or current facts. These forward-looking statements are identified through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning. Forward-looking statements involve risks and uncertainties in predicting future results and conditions.

 

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, including the purchase of retail products over the Internet, 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; and on-going negative effects of the COVID-19 pandemic on our properties and tenants, and generally on our real estate assets and the real estate markets in which we operate, and the global, U.S. and local economies (see Special Note below).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.

 

Special Note Regarding the COVID-19 Pandemic:

On March 11, 2020, the World Health Organization declared the outbreak of the novel coronavirus, known as COVID-19 (“COVID-19”), a pandemic. The full extent of the effects of the COVID-19 pandemic, including the full extent of its effects on the global, U.S., and local economies, and on FREIT and our business, operating results, financial condition, properties, and tenants, cannot yet be known. Any future developments in this regard will be highly uncertain and cannot be predicted with any certainty, including the scope and duration of the pandemic, actions taken by governmental authorities and other third parties in response to the pandemic and the effects thereof, and the other factors discussed above and throughout this report. The uncertain future development of the COVID-19 pandemic could materially and adversely further affect FREIT and our business, operating results, financial condition, liquidity, and our properties and tenants.

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. FREIT’s revenues consist primarily of rental income and other related revenues from its residential and commercial properties and additional rent in the form of expense reimbursementsrents derived from operating commercial properties. FREIT’s properties are primarily located in northern New Jersey Maryland and New York.

COVID-19 Pandemic:The international spreadeconomic and financial environment: As of COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020. The extent to which this pandemic could continue to affect our financial condition, liquidity, and results of operations is difficult to predict and depends on evolving factors, including: duration, scope, government actions, and other social responses. Many states inOctober 2023, the U.S., including New Jersey, New York inflation rate was 3.7% and Maryland, where our properties are located, implemented stay-at-home and shutdown orders for all "non-essential" business and activity in an aggressive effort to mitigate the spread of COVID-19. While some of these orders had been fully or partially lifted from earlier this year, the U.S. is experiencing a second wave of this pandemic. Many of our commercial tenants have not been able to open or resume operations at full capacity due to continued restrictions imposed upon them. As the impact of the pandemic has been evolving, it continues to cause uncertainty and volatility in the financial markets. Many U.S. industries and businesses have been negatively affected and millions of people have filed for unemployment resulting in the U.S. unemployment rate rising to 14.7% in April 2020, which was the highest recorded rate since the Great Depression. Since April 2020, the U.S unemployment rate has declined to 6.9% as of October 2020, as many businesses continue to reopen and rehire employees following many of the COVID-19 mandated shutdown orders. However, the jobless rate remains well above the pre-pandemic levels of about 3.5%3.9%. The COVID-19 pandemic and the actions taken by individuals, businesses and government authorities to reduce its spread have caused substantial lost business revenue, changes in consumer behavior and large reductions in liquidity and fair value of many assets. These and other adverse conditions that may unfold in the future are expected to continue until such time as government shutdown orders are fully lifted, and business operations and

commercial activity can fully resume. The lifting of all government shutdown orders cannot be predicted with any certainty. Further, even after such orders are fully lifted, the resumption of business operations and commercial activity will depend on several factors, including prevailing sentiments among workers and consumers regarding the safety of resuming public activity, and cannot be predicted with any certainty.

Despite the COVID-19 pandemic and preventive measures taken to mitigate the spread, our residential properties continue to generate cash flow. With the exception of the Icon at the Rotunda property, the annual average occupancy rates were approximately 93.9% or higher for the fiscal year ended October 31, 2020. The tenants at these properties, for the most part, continue to pay their rent. The occupancy rate at the Icon has declined to an average occupancy rate of 91.5% for the fiscal year ended October 31, 2020 as compared to 95.1% for the fiscal year ended October 31, 2019. This decline in occupancy rate is primarily attributed to tenants attending Johns Hopkins University, which is in close proximity to the Icon. Approximately 30% of our tenants at this property attend Johns Hopkins University. In response to the COVID-19 pandemic, Johns Hopkins University only offered online classes for the fall semester which resulted in a loss of these tenants at our property.

At our commercial properties, with the exception of grocery stores and other "essential" businesses, many of our retail tenants have been and continue to be adversely affected by the mandated shutdowns or continued imposed restrictions. The overall average cash realization for the commercial properties, based on monthly billings as compared to monthly cash collections from April through October 2020, was approximately 74%. The Company is closely monitoring changes in the collectability assessment of its tenant receivables as a result of certain tenants suffering adverse financial consequences related to the COVID-19 pandemic. During the fiscal year ended October 31, 2020, rental revenue deemed uncollectible of approximately $1.4 million (with a consolidated impact to FREIT of approximately $0.9 million) was classified as a reduction in rental revenue based on our assessment of the probability of collecting substantially all of the remaining rents for certain tenants. Additionally, FREIT incurred an increase in expense for the reserve of uncollectible rents of approximately $0.3 million (with a consolidated impact to FREIT of approximately $0.2 million) for the year ended October 31, 2020. As of October 31, 2020, FREIT has applied approximately $387,000 of security deposits from its commercial tenants to outstanding receivables due. On a case by case basis, FREIT has offered some commercial tenants deferrals of rent and rent abatements over a specified time period totaling approximately $206,000 and $238,000, respectively, (with a consolidated impact to FREIT of approximately $192,000 and $156,000, respectively) through fiscal year ended October 31, 2020. FREIT currently remains in active discussions and negotiations with these impacted retail tenants. Additionally, Cobb Theatre, an anchor tenant movie theatre at the Rotunda retail property filed for bankruptcy and rejected its lease at the Rotunda property as of June 30, 2020. As a result of the rejection of this lease, uncollected rents in the amount of approximately $0.3 million and a straight-line rent receivable of approximately $0.4 million were reversed against revenue, and unamortized leasing commissions in the amount of approximately $0.2 million were written off and fully expensed in Fiscal 2020 resulting in a net impact of approximately $0.9 million (with a consolidated impact to FREIT of approximately $0.5 million) to net income for the year ended October 31, 2020. Tenant improvements related to the Cobb Theatre with a net book value of approximately $7.3 million (with a consolidated impact to FREIT of approximately $4.4 million) as of October 31, 2020 were deemed to be impaired, written off and charged to operations in the consolidated statement of income for the fiscal year ended October 31, 2020. Until this space is re-leased, FREIT’s operating results will be adversely impacted from loss of base rent and additional rent of approximately $1.1 million (with a consolidated impact to FREIT of approximately $0.7 million) on an annualized basis. (see Note 16 for additional details).

As a result of the negative impact of the COVID-19 pandemic at our commercial properties, we were granted debt payment relief from certain of our lenders on the retail properties in the form of deferral of principal and/or interest payments for a three-month period, resulting in total deferred payments of approximately $1,013,000, which will become due at the maturity of the loans. As of October 31, 2020, approximately $162,000 of this amount has been repaid, there will be no further deferrals of principal and/or interest payments on these loans and the balance due has been included in mortgages payable on the consolidated balance sheet as of October 31, 2020. (See Note 5 for additional details).

During Fiscal 2020, we have experienced a positive cash flow from operations, excluding corporate expenses such as Special Committee third party advisory, legal and other expenses paid of approximately $5.1 million and deferred compensation in the amount of $5 million paid to two retired trustees. This could change based on the duration of the pandemic, which is uncertain. We believe that our cash balance as of October 31, 2020 of approximately $36.9 million coupled with a $13 million available line of credit (available through October 31, 2023, see Note 5) will provide us with sufficient liquidity for at least the next twelve months from the filing of this Form 10-K. In an effort to further preserve cash flow,lower inflation, the BoardFederal Reserve has continued to raise interest rates over the past 18 months with the last increase occurring in July 2023 at which time the Federal Reserve raised the interest rate to 5.50%, its highest rate level since 2001. Though the inflation rate has declined significantly from a 40-year high of Trustees reduced all fees, salaries and retainers payable9.1% in June 2022, it is uncertain where the Federal Reserve is heading with the interest rates. If it decides to our executive officers and members ofraise interest rates, the Board of Trustees by up to 30% from May 1, 2020 through the end of Fiscal 2020. Additionally, in an effort to keep costs lower while the Company has experienced a loss of revenuespace at the commercial properties and to adjust to the difficulty in hiring contractors due to these imposed COVID-19 restrictions and mandates, the Company has deferred non-essential maintenance projects across all properties during Fiscal 2020. This has resulted in a cost savings of approximately $1.1 million (with a consolidated impact to FREIT of approximately $0.8 million) across the entire FREIT portfolio as compared to Fiscal 2019.

The extent of the effects of COVID-19 on our business, results of operations, cash flows, value of our real estate assets and growth prospects is highly uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty. (See “Item 1A. Risk Factors” for additional details.) However, we believe the actions we have taken and

it would continue to take will help minimize interruptionsdo so is uncertain, especially if inflation begins to our operations and will put usrebound, leading to uncertainties in the best position to participate in the economic recovery as the recovery occurs. FREIT will continue to actively monitor the effects of the pandemic, including governmental directives in the jurisdictions in which we operatefinancing market and the recommendations of public health authorities, and will, as needed, take further measures to adapt our business in the best interests of our shareholders and personnel.a volatile economy.

Residential Properties: While our Our residential properties continue to generate positive cash flow while average rents on turned units (apartments which were vacated and then re-leased to new tenants) has continued to increase across the portfolio. Additionally, the rate of increase on renewals for existing tenants has been robust but is slightly softening. These increases should meaningfully contribute to FREIT’s income over time but it is uncertain what impact COVID-19the significant rise in inflation and rising interest rates may have on these properties over the next year is uncertain and will depend onyear.

Commercial Properties: While our retail properties have stabilized from the durationimpact of the COVID-19 pandemic, certain of our properties still have not attained pre-pandemic operating levels despite some recovery in brick and mortar retail. Additionally, the recovery of the economy.

Commercial Properties: There continues to be uncertaintysignificant rise in the retail environment thatinflation and rising interest rates could have an adverse impact on FREIT’s retail tenants, which could have an adverse impact on FREIT. As restrictions continue to evolve, the impact COVID-19 may have on the operating and financial performance of our commercial properties overproperties.

Kmart lease: On June 24, 2023, the next year is currently uncertain and will depend on certain developments, including, among others, the impact of COVID-19 on our tenants and the magnitude and durationowner/operator of the pandemic, including84,254 square foot Kmart store located at our Westwood Plaza shopping center in Westwood, New Jersey informed FREIT of its impactintent to sublet its space to three unidentified retail tenants. The current term of the lease for Kmart expires on store closing and social distancing rules which may impact a tenant’s ability to generate salesOctober 31, 2027 with two 5-year renewal options remaining. The lease agreement provides that base rent payments are fixed at sufficient levels to cover operating costs, including rent.

Burlington Coat Factory, which does business as a retail tenant at the Westridge Square Shopping Center located in Frederick, Maryland, has not exercised its option to renew its lease which is set to expire on November 30, 2021 (in Fiscal 2022). FREIT’s operating results will be adversely impacted by the loss of base rent$4.00 per square foot ($336,720 annually) and additional rent for common area maintenance and insurance costs are based on an amount less than Kmart’s pro rata share of the shopping center. After reviewing the K-Mart space, management determined that the space has a fair market rental rate of between $15 and $24 per square foot. While significant tenant and/or capital improvements will be necessary to fit-up this space for a new tenant or tenants, the higher rent potentially realizable equates to annual revenues in excess of approximately $1 million on an annualized basis$930,000 to $1,685,000. FREIT believes potentially higher rent amounts, if achieved, will more than offset lost rent from this tenant. The Company is currently engaged in discussionsKmart and other tenants with another tenant for this space; however, there can be no assurances that a new leaseco-tenancy clauses and will be entered into with this prospective tenant.

Special Committee: On March 28, 2019, FREIT announced that its Board had established a Special Committee to explore strategic alternatives focusing on maximizing shareholder value. The Special Committee was comprised solely of independent Trustees and was charged with exploring potential strategic transactions involving FREIT, including, without limitation, a potential sale of FREIT, a business combination involving FREIT or other alternatives for maximizing shareholderonly increase the overall value and determining whether a potential strategic transaction was in the best interests of FREIT and its shareholders. The members of the Special Committee were Ronald J. Artinian, Richard J. Aslanian, David F. McBrideshopping center. Accordingly, on July 24, 2023, FREIT denied Kmart’s request and Justin F. Meng, who servedelected pursuant to the lease to terminate the Kmart lease effective October 19, 2023. Thus, FREIT now


has full control of this space instead of waiting another 14 years to renegotiate or re-lease this space at a higher market rent. As management is unable to predict the length of time it may take to re-lease this space, the Westwood Plaza shopping center will incur losses of annual base rent revenues of approximately $726,000 to $962,000 until such time as the Chairman of the Special Committee. The Special Committee approved a transaction to sell six (6) apartment properties which was not completed.this space is re-leased. (See Note 14 of FREIT’s consolidated financial statements for further details). On May 7, 2020, the Board approved the elimination of the Special Committee as a committee of the Board.

Termination of Purchase and Sale Agreement: On January 14, 2020, FREIT and certain of its affiliates (collectively, the “Sellers”), entered into a Purchase and Sale Agreement (as subsequently amended, the “Purchase and Sale Agreement”) with Sinatra Properties LLC (the “Purchaser”), which as subsequently amended, provided for the sale by the Sellers to the Purchaser of 100% of the Sellers’ ownership interests in six real properties held by the Sellers in exchange for the purchase price described therein, subject to the terms and conditions of the Purchase and Sale Agreement. On April 30, 2020, the Sellers delivered written notice to the Purchaser of the Sellers’ termination of the Purchase and Sale Agreement in accordance with its terms due to the occurrence of a “Purchaser Default” thereunder, based on the Purchaser’s failure to perform its obligations under the Purchase and Sale Agreement and close the transactions contemplated therein.

Upon the execution of the Purchase and Sale Agreement, the Purchaser delivered into escrow a deposit in the amount of $15 million (the “Deposit”), in the form of an unconditional, irrevocable letter of credit in such amount (the “Letter of Credit”). The Purchase and Sale Agreement provides that the Sellers’ exclusive remedy, in the event of a “Purchaser Default” and the termination of the Purchase and Sale Agreement, is the forfeiture of the Deposit to the Sellers as liquidated damages. Accordingly, contemporaneously with the Sellers’ delivery of the termination notice to the Purchaser, the Sellers delivered written notice to the escrow agent requesting that the escrow agent release the Letter of Credit from escrow and deliver same to the Sellers.

On May 6, 2020, the Purchaser filed a complaint (the “Complaint”) against the Sellers in the Superior Court of New Jersey, in which, among other things, the Purchaser alleges breach of contract and breach of the covenant of good faith and fair dealing against the Sellers in connection with the Sellers’ termination of the Purchase and Sale Agreement. The Purchaser seeks (a) a judgment of specific performance compelling the Sellers to convey the properties under the Purchase and Sale Agreement to the Purchaser; (b) declaratory judgment from the court that (i) the Purchase and Sale Agreement is not terminated, (ii) the Purchaser is not in default under the Purchase and Sale Agreement, and (iii) the Sellers are in default under the Purchase and Sale Agreement, subject to a right to cure; (c) an order for injunctive relief compelling the Sellers to perform the Purchase and Sale Agreement; (d) in the event that the court does not order specific performance, a judgment directing that the Purchaser’s $15 million deposit under the Purchase and Sale Agreement be returned to the Purchaser, and compensatory, consequential and incidental damages in an amount to be determined at trial; and (e) attorneys’ fees and costs.

On June 17 2020, the Sellers filed their answer, separate defenses, and counterclaims (the “Answer”) in response to the Complaint, in which, among other things, the Sellers (a) deny the Purchaser’s claim that the Sellers’ termination of the Purchase and Sale Agreement was wrongful, and assert that there was no contractual basis in the Purchase and Sale Agreement to relieve the Purchaser from its obligation to perform thereunder, or to defer or postpone the Purchaser’s obligation to perform, (b) assert certain defenses to the allegations set forth in the Complaint without admitting any liability,

and (c) request relief from the Court in the form of (i) judgment in the Sellers’ favor dismissing all of the Purchaser’s claims against them with prejudice and denying all of the Purchaser’s requests for relief, (ii) reasonable attorneys’ fees and costs, and (iii) such other and further relief as the Court deems just.

In addition, the Answer asserts counterclaims by the Sellers against the Purchaser for breach of contract due to the Purchaser’s failure to close the Purchase and Sale Agreement in accordance with its terms, and the Sellers seek a declaratory judgment from the Court that the Sellers properly terminated the Purchase and Sale Agreement in accordance with its terms due to the Purchaser’s default and an order from the Court that the Purchaser authorize the escrow agent to release the $15 million deposit under the Purchase and Sale Agreement to the Sellers.

In connection with these counterclaims, the Answer seeks the following relief from the Court: (a) liquidated damages in the amount of $15 million, as provided in the Purchase and Sale Agreement; (b) in the alternative to the liquidated damages provided for in the Purchase and Sale Agreement, money damages in an amount to be determined at trial; (c) interest, attorneys’ fees and costs associated with the defense of the Purchaser’s claims and the prosecution of the Sellers’ counterclaims against the Purchaser, as provided for in the Purchase and Sale Agreement; (d) judgment declaring that the Sellers properly terminated the Purchase and Sale Agreement due to the Purchaser’s default thereunder; (e) judgment declaring that the Purchaser must authorize the escrow agent to release the $15 million deposit to the Sellers; and (f) such other relief as the Court deems just and equitable.

As of the year ended October 31, 2020, the $15 million deposit has not been included in income in the accompanying consolidated statement of income. (See Note 14 to FREIT’s consolidated financial statements for further details.)

Termination ofStockholder Rights Plan of Liquidation:: On January 14, 2020, the Trust’sJuly 28, 2023, FREIT’s Board of TrusteesDirectors (“Board”) adopted a Plan of Voluntary Liquidation with respectstockholder rights plan, as set forth in the Stockholder Rights Agreement, dated July 31, 2023, between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”). Pursuant to the Trust (the “Plan of Liquidation”), which provided for the voluntary dissolution, termination and liquidationterms of the TrustRights Agreement, the Board declared a dividend distribution of one Preferred Stock Purchase Right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) to stockholders of record as of the close of business on August 11, 2023 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as hereinafter defined). Each Right entitles the registered holder thereof to purchase from the Company a unit consisting of one ten-thousandth of a share (a “Unit”) of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a cash exercise price of $95.00 per Unit (the “Exercise Price”), subject to adjustment, under certain conditions specified in the Rights Agreement. The Rights are not exercisable until the Distribution Date and will expire at the close of business on July 31, 2026, unless previously redeemed or exchanged by the sale, conveyance, transfer or delivery of all of the Trust’s remaining assets in accordance with the terms and conditions of the Plan of Liquidation and the Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder. The Plan of Liquidation provided that it would become effective upon (i) approval by a majority of the votes cast by Trust’s shareholders present in person or represented by proxy at a duly called meeting of the Trust’s shareholders at which a quorum is present and (ii) the consummation of the transactions contemplated by the Purchase and Sale Agreement.

While the Plan of Liquidation received shareholder approval, the Plan of Liquidation did not become effective as the Trust terminated the Purchase and Sale Agreement by written notice delivered to the Purchaser on April 30, 2020, and the transactions contemplated thereby were not consummated. Accordingly the Trust did not proceed with the sale, conveyance, transfer or delivery of all of the Trust’s remaining assets as contemplated by the Plan of Liquidation that was adopted by the Board on January 14, 2020.Company. (See Note 1516 to FREIT’s consolidated financial statements for further details.)

Amendment to Management Agreement: On January 14, 2020, in connection with entering into the Purchase and Sale Agreement, FREIT and Hekemian entered into a First Amendment to Management Agreement (the “First Amendment”), which amends the Management Agreement dated as of November 1, 2001 between FREIT and Hekemian. The First Amendment would become effective if, and only if, the Plan of Liquidation became effective. Since the Plan of Liquidation will not become effective due to the termination of the Purchase and Sale Agreement, the First Amendment will not become effective. (See Note 8 to FREIT’s consolidated financial statements for further details.)

Debt Financing Availability: Financing has been available to FREIT and its affiliates. The lis pendens filed in connectionCertain recent refinancings and loan modifications/extensions have been at higher interest rates and for shorter terms. In accordance with certain loan agreements, FREIT may be required to meet or maintain certain financial covenants throughout the legal proceeding between FREIT and certain of its affiliates and Sinatra Properties, LLC may adversely affect FREIT’s ability to refinance certain of its residential properties.

On February 7, 2018, Grande Rotunda, LLC (“Grande Rotunda”) refinanced its $115.3 million construction loan held by Wells Fargo with a new loan held by Aareal Capital Corporation in the amount of approximately $118.5 million with additional funding available through February 6, 2021 for retail tenant improvements and leasing costs in the amount of $3,380,000. This refinancing paid off the loan previously held by Wells Fargo, funded loan closing costs and paid the amount due to Hekemian Development Resources for a development fee of $900,000 plus accrued interest of approximately $45,000 (See Note 8 to FREIT’s consolidated financial statements for further details on this fee). This loan is secured by the Rotunda property, bears a floating interest rate at 285 basis points over the one-month LIBOR rate and has a maturity date of February 6, 2021 with two one-year renewal options to extend the maturity of this loan, subject to certain requirements as provided for in the loan agreement. As part of this transaction, Grande Rotunda purchased an interest rate cap on LIBOR for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for the first two years of this loan which matured on March 5, 2020. On February 28, 2020, Grande Rotunda purchased an interest rate cap on LIBOR, with an effective date of March 5, 2020, for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for one year. As of October 31, 2020, approximately $118.5 million of this loan facility was drawn down and the interest rate was approximately 2.99%. On November 5, 2020, Grande Rotunda elected to exercise the first extension option on this loan to extend the initial maturity date from February 6, 2021 until February 6, 2022. In order to extend the maturity due date Grande Rotunda must satisfy the following conditions: (a) pay to lender an extension fee of 0.2%term of the extended loan balance; (b) certify that no default or events of default exist; (c) extend the interest rate cap to expire on

February 6, 2022; and (d) allow lender to obtain an updated appraisal of the property. The principal balance of the amount of the loan to be extended must not exceed a loan-to-value of 62.5%. To the extent the loan-to-value exceeds the 62.5% limit, the loan must be brought in to balance via a loan reduction or by other means satisfactory to the Lender. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended. (See Notes 5 and 6 to FREIT’s consolidated financial statements for further details).

On September 30, 2020, Westwood Hills, LLC (“Westwood Hills”), a consolidated subsidiary, refinanced its $19.2 million loan (which would have matured on November 1, 2020) with a new loan held by ConnectOne Bank in the amount of $25,000,000, with additional funding available in the amount of $250,000 for legal fees potentially incurred by the lender related to the lis pendens on this property. (See Note 14 to FREIT’s consolidated financial statements for additional details.) This loan, secured by an apartment building in Westwood, New Jersey, is interest-only based on a floating rate at 400 basis points over the one-month LIBOR rate with a floor of 4.15% and has a maturity date of October 1, 2022 with the option of Westwood Hills to extend for two (2) additional six (6)-month periods from the maturity date, subject to certain provisions of the loan agreement. This refinancing resulted in: (i) a change in the annual interest rate from a fixed rate of 4.62% to a variable rate with a floor of 4.15% and (ii) net refinancing proceeds of approximately $5.6 million that were distributed to the partners in Westwood Hills with FREIT receiving approximately $2.2 million based on its 40% membership interest in Westwood Hills. As of October 31, 2020, approximately $25,000,000 of this loan was drawn and outstanding.loan. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

Effective February 1, 2023, FREIT entered into a loan extension and modification agreement with Valley National Bank on its loan secured by the Westwood Plaza shopping center in Westwood, New Jersey with a then outstanding balance of approximately $16,864,361. Under the terms and conditions of this loan extension and modification, the maturity date of the loan was extended for a term of one (1) year from February 1, 2023 to February 1, 2024 with the option of FREIT to extend for one additional year from the extended maturity date, subject to certain provisions of the loan agreement. The loan is based on a fixed interest rate of 7.5% and is payable based on monthly installments of principal and interest of approximately $157,347. Additionally, FREIT funded an interest reserve escrow account (“Escrow”) at closing representing the annualized principal and interest payments for one (1) year, amounting to approximately $1,888,166. This Escrow is held at Valley National Bank and in the event of a default on this loan, the bank shall be permitted to use the proceeds from the escrow account to make monthly debt service payments on the loan. On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of this loan for one additional year from an initial maturity date of February 1, 2024 to a new maturity date of February 1, 2025. This loan extension will be at a fixed interest rate based on the then corresponding Wall Street Journal Prime Rate (approximately 8.5%). (See Note 5 to FREIT’s consolidated financial statements for further details.)

On March 1, 2023, Westwood Hills, LLC (“Westwood Hills”) exercised its right, pursuant to the loan agreement, to extend the term of its $25,000,000 loan on its residential property located in Westwood, New Jersey, for an additional six (6) months to a new maturity date of October 1, 2023 on the same terms and conditions as stated in the loan agreement. On August 26, 2019, Berdan Court, LLC (“Berdan Court”), (owned 100% by FREIT),3, 2023, Westwood Hills refinanced its $17 million$25,000,000 loan (which would have matured on SeptemberOctober 1, 2019)2023) with the lendera new loan held by Minnesota Life Insurance Company in the amount of $28,815,000.$25,500,000. This loan secured by an apartment building located in Wayne, New Jersey,is based on a fixed interest rate of 6.05%, provides for monthly payments of principal and interest of $153,706 and has a term of tenthree years and bearswith a maturity date of September 1, 2026. This refinancing resulted in a decrease in the interest rate from a variable interest rate of approximately 9.21% (at the time of the refinancing) to a fixed interest rate equalof 6.05% and annual debt service savings of approximately $535,000. (See Note 5 to 3.54%. Interest-only payments are required each monthFREIT’s consolidated financial statements for further details.)

On October 31, 2023, FREIT exercised its right, pursuant to the first five years ofloan agreement, to extend the term and thereafter, principal payments plus accrued interest will be required each month through maturity. This refinancing resulted in: (i)of its $7.5 million loan on its property located in Rockaway, New Jersey, for an additional one year from an initial maturity date of January 1, 2024 to a reduction in the annualnew maturity date of January 1, 2025. The loan extension would have been based on a fixed interest rate from a fixed rate of 6.09% to a fixed rate of 3.54% and (ii) net refinancing proceeds of approximately $11.6 million which can be used for capital expenditures and general corporate purposes.7.44%. On January 11, 2024, FREIT fully repaid this loan with a balance of $7.5 million. This will result in annual debt service savings of approximately $558,000. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

On April 3, 2019, WestFREIT, Corp. (owned 100% by FREIT) exercised its option to extend its loan held by M&T Bank, with a then outstanding balance of approximately $22.5 million, for twelve months. Effective beginning on June 1, 2019, the extension of this loan, secured by the Westridge Square shopping center, required monthly principal payments of $47,250 plus interest based on a floating interest rate equal to 240 basis points over the one-month LIBOR and had a maturity date of May 1, 2020 which was extended to November 1, 2020. This loan has been further extended with a new maturity date of January 31, 2021 under the same terms and conditions of the existing agreement while the lender is in discussions with the Company regarding a further modification and extension of this loan. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

FREIT’s revolving line of credit provided by the Provident Bank was renewed for a three-year term ending on October 31, 2023.2026. Draws against the credit line can be used for working capital needs and standby letters of credit. Draws against the credit line are secured by mortgages on FREIT’s Franklin Crossing Shopping Center in Franklin Lakes, New Jersey and retail space in Glen Rock, New Jersey. The total line of credit is $13 million and the interest rate on the amount outstanding iswill be based on a floating interest rate of prime minus 25 basis points with a floor of 3.75%6.75%. As of October 31, 2020,2023, there was no amount outstanding and $13 million was available under the line of credit. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

In accordance

On December 1, 2023, the mortgage secured by an apartment building located in River Edge, New Jersey in the amount of approximately $9 million came due. FREIT is in the process of refinancing this loan with the loan agreement for eachcurrent lender, Provident Bank. While the bank is completing its due diligence around this refinancing, Provident Bank has provided a 90-day extension of the loans described above, FREIT may be required to meet or maintain certain financial covenants throughoutmaturity date of this loan based on the termsame terms and conditions of the loan.existing loan agreement. Management expects this loan


to be refinanced, however, until such time as a definitive agreement providing for a refinancing of this loan is entered into, there can be no assurance this loan will be refinanced.

Operating Cash Flow: FREIT expects 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)payments, which are expected to be refinanced and/or extended), real estate taxes, recurring capital improvements at its properties and other needs to maintain its status as a REIT for at least a period of one year from the date of filing of this annual report on Form 10K report.10-K.

26


Table of Contents

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 which is presented elsewhere in this Form 10-K, have been applied consistently as of October 31, 20202023 and 2019,2022, and for the years ended October 31, 2020, 20192023, 2022 and 2018.2021. We believe that the following accounting policies or estimates require the application of management's most difficult, subjective, or complex judgments: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 collectability.

Valuation of Long-Lived Assets: FREIT assesses the carrying value of long-lived assets periodically, or whenever events or changes in circumstances indicate that the carrying amounts of certain assets 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.

Real Estate Development Costs: It is FREIT’s policy to capitalize pre-development costs, which generally include legal and professional fees and other directly related third-party costs. Real estate taxes and interest costs incurred during the development and construction phases are also capitalized. FREIT ceases capitalization of these costs when the project or portion thereof becomes operational, or when construction has been postponed. In the event of postponement, capitalization of these costs will recommence once construction on the project resumes.

See Note 1 to FREIT’s consolidated financial statements for recently issued accounting standards.


Results of Operations:

Fiscal Years Ended October 31, 20202023 and 20192022

Summary revenues and net income for the fiscal years ended October 31, 20202023 (“Fiscal 2020”2023”) and October 31, 20192022 (“Fiscal 2019”2022”) are as follows:

Years Ended October 31,

 Years Ended October 31, 

2020

2019

Change

 2023 2022 Change 

(in thousands, except per share amounts)

 (in thousands, except per share amounts) 

Real estate revenues:

            

Commercial properties

$

24,089

$

27,122

$

(3,033

)

 $8,689  $10,644  $(1,955)

Residential properties

28,638

33,155

(4,517

)

  19,655   20,627   (972)

Total real estate revenues

52,727

60,277

(7,550

)

  28,344   31,271   (2,927)

            

Operating expenses:

            

Real estate operating expenses

22,922

26,062

(3,140

)

  13,754   15,281   (1,527)

Special Committee third party advisory, legal and other expenses

4,606

1,416

3,190

General and administrative

3,821

2,633

1,188

General and administrative expenses  4,243   5,003   (760)

Depreciation

10,341

11,339

(998

)

  2,944   3,995   (1,051)

Tenant improvement write-off due to COVID-19

7,277

7,277

Total operating expenses

48,967

41,450

7,517

  20,941   24,279   (3,338)

            

Operating income

3,760

18,827

(15,067

)

Investment income

204

360

(156

)

  1,013   358   655 

Unrealized (loss) gain on interest rate cap contract

(160

)

160

Gain on sale of property

836

(836

)

Gain on deconsolidation of subsidiary

27,680

27,680

Net (loss) gain on sale of Maryland properties  (1,003)  68,771   (69,774)
Net realized gain on Wayne PSC interest rate swap termination     1,415   (1,415)

Loss on investment in tenancy-in-common

(202

)

(202

)

  (271)  (228)  (43)

Financing costs

(14,122

)

(18,070

)

3,948

  (7,717)  (8,064)  347 

Net income

17,320

1,793

15,527

Net (loss) income  (575)  69,244   (69,819)

            

Net loss (income) attributable to noncontrolling

interests in subsidiaries

3,233

(6

)

3,239

Net loss (income) attributable to noncontrolling interests in subsidiaries  1,335   (23,252)  24,587 

Net income attributable to common equity

$

20,553

$

1,787

$

18,766

 $760  $45,992  $(45,232)

            

Earnings per share - basic and diluted:

$

2.94

$

0.26

$

2.68

Earnings per share:            
Basic $0.10  $6.52  $(6.42)
Diluted $0.10  $6.45  $(6.35)

            

Weighted average shares outstanding:

            

Basic

6,992

6,940

  7,441   7,055     

Diluted

6,994

6,940

  7,447   7,132     

Real estate revenue for Fiscal 20202023 decreased 12.5%9.4% to $52,727,000$28,344,000 compared to $60,277,000$31,271,000 for Fiscal 2019.2022. The decline in revenue was primarily attributable to the following: (a) a decline in revenuedecrease of approximately $5 million$3,613,000 attributed to the sale of the Rotunda Property, the Damascus Property and the Westridge Square Property (collectively the “Maryland Properties”) in Fiscal 2022; (b) a decrease of approximately $350,000 resulting from the deconsolidation of the operating results of the Pierre Towers property from FREIT’s operating results due to the conversion to a TIC as of February 28, 2020; (b) a reduction in total revenue in the amount of approximately $1.1 million, which includes the write-off of straight-line rent in the amount of approximately $0.4 million, as compared to Fiscal 2019 due to the rejection of the lease for the Cobb Theatre at the Rotunda retail property as of June 30, 2020 resulting from the Cobb Theatre bankruptcy filing; (c) a reduction in total revenue in the amount of approximately $1.4 million as compared to Fiscal 2019 due to rental revenue being deemed uncollectible and classified as a reduction in rental revenue primarily attributed to commercial tenants suffering adverse financial consequences as a result of the COVID-19 pandemic; (d) a decline in total revenue of approximately $0.4 million driven by a decline in the average annual average occupancy rate for the commercial propertiesresidential segment from 81.5%98.2% in Fiscal 20192022 to 79.7%96.8% in Fiscal 2020; (e) a decrease in revenue2023; offset by (c) an increase of approximately $0.2$1 million attributed to commercial rent abatements resulting from the COVID-19 pandemic; offset by (f) an increase in the residential segment of approximately $0.5 millionprimarily driven by insurance reimbursements received in Fiscal 2020 related to a fire at each of the Pierre Towers and Icon properties and an increase in base rentrents at most of thesethe residential properties.

Net income attributable to common equity (“net income-common equity”) for Fiscal 20202023 was $20,553,000$760,000 ($2.940.10 per share basic and diluted), compared to $1,787,000$45,992,000 ($0.266.52 per share basic and $6.45 per share diluted) for Fiscal 2019 primarily as a result of the non-cash gain on the deconsolidation of a subsidiary (See Note 17 to FREIT’s consolidated financial statements for additional details).2022.


The schedule below provides a non-GAAP detailed analysis of the major changes that impacted revenue and net income-common equity for Fiscal 20202023 and Fiscal 2019:

NON-GAAP NET INCOME COMPONENTS

2022:

Years Ended October 31,

2020

2019

Change

(thousands of dollars)

Income from real estate operations:

Commercial properties

$

12,755

$

15,427

$

(2,672

)

Residential properties

17,050

18,788

(1,738

)

Total income from real estate operations

29,805

34,215

(4,410

)

 

Financing costs:

Fixed rate mortgages

(7,401

)

(8,953

)

1,552

Floating rate mortgages

(5,303

)

(7,384

)

2,081

Other - Corporate interest

(329

)

(594

)

265

Mortgage cost amortization

(1,089

)

(1,139

)

50

Total financing costs

(14,122

)

(18,070

)

3,948

 

Investment income

204

360

(156

)

Unrealized loss on interest rate cap contract

(160

)

160

 

General & administrative expenses:

Accounting fees

(558

)

(654

)

96

Legal and professional fees

(1,074

)

(135

)

(939

)

Trustees and consultant fees

(1,205

)

(1,164

)

(41

)

Stock option expense

(46

)

(124

)

78

Corporate expenses

(938

)

(556

)

(382

)

Total general & administrative expenses

(3,821

)

(2,633

)

(1,188

)

 

Special Committee third party advisory, legal and other expenses

(4,606

)

(1,416

)

(3,190

)

Depreciation

(10,341

)

(11,339

)

998

Loss on investment in tenancy-in-common

(202

)

(202

)

Adjusted net (loss) income

(3,083

)

957

(4,040

)

 

Tenant improvement write-off due to COVID-19

(7,277

)

(7,277

)

Gain on sale of property

836

(836

)

Gain on deconsolidation of subsidiary

27,680

27,680

Net income

17,320

1,793

15,527

 

Net loss (income) attributable to noncontrolling

interests in subsidiaries

3,233

(6

)

3,239

Net income attributable to common equity

$

20,553

$

1,787

$

18,766

NON-GAAP NET INCOME COMPONENTS         
  Years Ended October 31, 
  2023  2022  Change 
  (In Thousands) 
Income from real estate operations:            
Commercial properties $3,609  $4,217  $(608)
Residential properties  10,981   11,773   (792)
Total income from real estate operations  14,590   15,990   (1,400)
             
Financing costs:            
Fixed rate mortgages  (5,529)  (4,765)  (764)
Floating rate mortgages  (1,653)  (1,978)  325 
Other - Corporate interest  (26)  (137)  111 
Interest rate swap contracts breakage fee     (213)  213 
Mortgage cost amortization  (509)  (971)  462 
Total financing costs  (7,717)  (8,064)  347 
             
Investment income  1,013   358   655 
             
General & administrative expenses:            
Accounting fees  (519)  (469)  (50)
Legal and professional fees  (1,133)  (1,452)  319 
Directors fees  (1,277)  (1,076)  (201)
Stock compensation expense  (11)  (1,192)  1,181 
Corporate expenses  (1,303)  (814)  (489)
Total general & administrative expenses  (4,243)  (5,003)  760 
             
Depreciation  (2,944)  (3,995)  1,051 
Loss on investment in tenancy-in-common  (271)  (228)  (43)
Adjusted net income (loss)  428   (942)  1,370 
             
Net (loss) gain on sale of Maryland properties  (1,003)  68,771   (69,774)
Net realized gain on Wayne PSC interest rate swap termination     1,415   (1,415)
Net (loss) income  (575)  69,244   (69,819)
             
Net loss (income) attributable to noncontrolling interests in subsidiaries  1,335   (23,252)  24,587 
Net income attributable to common equity $760  $45,992  $(45,232)

Adjusted net lossincome for Fiscal 20202023 was $3,083,000 (($0.44)$428,000 ($0.06 per share basic and diluted) compared to adjusted net incomeloss of $957,000 ($0.14942,000) (($0.13) per share basic and diluted) for Fiscal 2019.2022. Adjusted net loss/income (loss) is a non-GAAP measure, which management believes is a useful and meaningful gauge to investors of our operating performance, since it excludes the impact of unusual and infrequent items specifically: a gain on deconsolidation of the Pierre Towers property in Fiscal 2020; a tenant improvement write-off due to COVID-19 in Fiscal 2020; and a gain related to the sale of the property in Patchogue, New YorkMaryland Properties in Fiscal 2019.2022; a realized gain on the Wayne PSC interest rate swap contract termination in Fiscal 2022.

The increase in adjusted net lossincome for Fiscal 20202023 was primarily driven by the following: (a) an increase in Special Committee third party advisory, legal and other expenses incurrednet income of approximately $3.2 million; (b) a reduction in total revenue, excluding the impact of the conversion of the Pierre property to a TIC, in the amount of approximately $2.8 million$783,000 (with a consolidated impact to FREIT of approximately $1.5 million) as explained above; (c) an increase$512,000) attributed to losses incurred in Fiscal 2022 related to the Maryland Properties sold; (b) a decrease in General & Administrative expenses (“G&A”) expenses of approximately $1.2 million primarily$760,000 driven by an increasestock compensation expense incurred in Fiscal 2022 of approximately $1,181,000 primarily related to the stock option modification, a decline in legal costs of approximately $1 million$319,000 primarily attributed to the legal proceedingsproceeding between FREIT and certain of its affiliates and Sinatra Properties, LLC offset by an increase in corporate expenses of approximately $489,000 primarily attributed to costs incurred for the adoption of the Stockholder Rights Plan and an increase in FREIT’s director fees of approximately $0.3 million in lender and legal fees related$201,000 attributed to the conversionissuance of the Pierre Towers partnershipstock awards for services rendered and to a TICbe rendered in Fiscal 2020; (d)2023 in lieu of cash compensation and an increase in expense for the reserve of uncollectible rentsexecutive compensation; (c) an increase in revenue of approximately $0.4 million$686,000 (with a consolidated impact to FREIT of approximately $0.3 million) primarily$550,000); and (d) an increase in investment income of approximately $655,000 resulting from the COVID-19 pandemic impact on certain commercial non-essential tenants due to mandated shutdowns and imposed restrictions;higher interest rates in Fiscal 2023; offset by (e) an increase in leasing costs due tointerest expense, excluding the Cobb Theatres’ rejection of its lease in the amountMaryland Properties sold, of approximately $0.2 million; offset by (f) a decrease in financing costs of approximately $2.7 million$957,000 (with a consolidated impact to FREIT of approximately $1.8 million), (excluding the impact of the deconsolidation of the operating results of the Pierre Towers from FREIT’s operating results of approximately $1.3 million in interest expense),$473,000) primarily attributed to the declineincrease in the variable interest ratesrate in Fiscal 2023 on variable mortgagethe previous loan for the Westwood Hills property which was refinanced in August 2023 (See Note 5 to FREIT’s consolidated financial statements


for additional details) and an increase in the fixed interest rate on the loans for the Westwood Plaza and Wayne PSC properties due to the refinancing/modification of these loans; and (g) a decline(f) an increase in repairs and maintenance expensetotal operating expenses at the residential properties, excluding the Icon property sold, of approximately $1.1 million$360,000 (with a consolidated impact to FREIT of approximately $0.8 million) due to the deferral of non-essential maintenance projects across all properties$214,000) resulting primarily from an overall increase in most expenses in Fiscal 20202023; offset by (g) an increase in an

effort to keep such costs lower while the Company has experienced a loss of revenuestotal operating expenses at the commercial properties, andexcluding the Maryland Properties sold, of approximately $164,000 (with a consolidated impact to adjust to the difficultyFREIT of approximately $107,000) resulting primarily from an increase in hiring contractorsexpense for uncollectible rents primarily due to imposed COVID-19 restrictions and mandates. See Note 17 to FREIT’s consolidated financial statements for further details on the deconsolidation of the Pierre Towers propertya reclassification in Fiscal 2022 from expense to a TIC. (Referreduction in revenue for a tenant deemed collectability constrained.

(Refer to the segment disclosure below for a more detailed discussion of the financial performance of FREIT’s commercial and residential segments.)

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 Fiscal 2020,2023, as compared to Fiscal 20192022 (See below for definition of NOI):

 Commercial Residential Combined

Commercial

Residential

Combined

 Years Ended     Years Ended     Years Ended

Years Ended

October 31,

Increase (Decrease)

Years Ended

October 31,

Increase (Decrease)

Years Ended

October 31,

 October 31, Increase (Decrease) October 31, Increase (Decrease) October 31,

2020

2019

$

%

2020

2019

$

%

2020

2019

 2023 2022 $ % 2023 2022 $ % 2023 2022

(In Thousands)

(In Thousands)

(In Thousands)

 (In Thousands)   (In Thousands)   (In Thousands)

Rental income

$

18,769

$

20,324

$

(1,555

)

-7.7

%

$

27,812

$

32,592

$

(4,780

)

-14.7

%

$

46,581

$

52,916

 $6,319  $8,232  $(1,913)  -23.2%  $19,303  $20,203  $(900)  -4.5%  $25,622  $28,435 

Reimbursements

5,690

6,295

(605

)

-9.6

%

150

134

16

11.9

%

5,840

6,429

  2,356   2,364   (8)  -0.3%   1   19   (18)  -94.7%   2,357   2,383 

Other

27

73

(46

)

-63.0

%

676

449

227

50.6

%

703

522

  114   30   84   280.0%   351   405   (54)  -13.3%   465   435 

Total revenue

24,486

26,692

(2,206

)

-8.3

%

28,638

33,175

(4,537

)

-13.7

%

53,124

59,867

  8,789   10,626   (1,837)  -17.3%   19,655   20,627   (972)  -4.7%   28,444   31,253 

                                        

Operating expenses

11,334

11,694

(360

)

-3.1

%

11,588

14,368

(2,780

)

-19.3

%

22,922

26,062

  5,080   6,427   (1,347)  -21.0%   8,674   8,854   (180)  -2.0%   13,754   15,281 

Net operating income

$

13,152

$

14,998

$

(1,846

)

-12.3

%

$

17,050

$

18,807

$

(1,757

)

-9.3

%

30,202

33,805

 $3,709  $4,199  $(490)  -11.7%  $10,981  $11,773  $(792)  -6.7%   14,690   15,972 

Gain on sale of property

$

$

836

$

(836

)

-100.0

%

$

$

$

0.0

%

836

                                        

Average Occupancy %

79.7

%

81.5%

*

-1.8

%

94.0

%**

95.6

%**

-1.6

%

Average Occupancy % *  64.4%   66.8%       -2.4%   96.8%   98.2%       -1.4%         

                                        

Reconciliation to consolidated net income-common equity:

Deferred rents - straight lining

(397

)

410

Investment income

204

360

Unrealized loss on interest rate cap contract

(160

)

Special Committee third party advisory, legal and other expenses

(4,606

)

(1,416

)

Gain on deconsolidation of subsidiary

27,680

Loss on investment in tenancy-in-common

(202

)

General and administrative expenses

(3,821

)

(2,633

)

Depreciation

(10,341

)

(11,339

)

Tenant improvement write-off due to COVID-19

(7,277

)

Financing costs

(14,122

)

(18,070

)

    Net income

17,320

1,793

Net loss (income) attributable to noncontrolling interests in       subsidiaries

3,233

(6

)

Net income attributable to common equity

$

20,553

$

1,787

 Reconciliation to consolidated net income-common equity:    
 Deferred rents - straight lining  (100)  18 
 Investment income  1,013   358 
 Loss on investment in tenancy-in-common  (271)  (228)
 General and administrative expenses  (4,243)  (5,003)
 Depreciation  (2,944)  (3,995)
 Net (loss) gain on sale of Maryland properties  (1,003)  68,771 
 Net realized gain on Wayne PSC interest rate swap termination     1,415 
 Financing costs  (7,717)  (8,064)
 Net (loss) income  (575)  69,244 
 Net loss (income) attributable to noncontrolling interests in subsidiaries  1,335   (23,252)
 Net income attributable to common equity $760  $45,992 

*Average occupancy rate excludes the Patchogue, New York property asRotunda Property, the property was sold in February 2019.

**Average occupancy rate excludesDamascus Property and the Pierre Towers propertyWestridge Square Property from all periods presented as the property was deconsolidated and convertedproperties were sold in Fiscal 2022. See Note 2 to a TIC effective February 28, 2020.FREIT’s consolidated financial statements for further details.

NOI is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes deferred rents (straight lining), 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 its operating performance. FREIT defines same property within both the commercial and residential segments to be those properties that FREIT has owned and operated for both the current and prior periods presented, excluding those properties that FREIT acquired, sold or redeveloped 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 has been sold or deconsolidated is 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 GAAP, 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 eight (8)five (5) separate properties. Sevenproperties, excluding the Rotunda Property, the Westridge Square Property and the Damascus Property, which were sold on December 30, 2021, January 7, 2022 and January 10, 2022, respectively. Four of these properties are multi-tenanted retail centers and one is single tenanted on land located in Rockaway, New Jersey owned by FREIT from which it receives monthly rental income from a tenant which has built and operates a bank branch on the land. (See Note 2 to FREIT’s consolidated financial statements for additional details on the sale of the Maryland Properties.)


As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT’s commercial segment for Fiscal 2023 decreased by 17.3% and 11.7%, respectively, as compared to Fiscal 2022. Average occupancy for all commercial properties, excluding the Maryland Properties sold, for Fiscal 2023 decreased by 2.4% as compared to Fiscal 2022.

The decline in revenue for Fiscal 2023 was primarily attributable to a decrease of approximately $1,979,000 attributed to the Maryland Properties sold in Fiscal 2022 offset by an increase of approximately $106,000 primarily attributed to a reduction in rental revenue in Fiscal 2022 due to a reclassification in Fiscal 2022 from uncollectible expense to a reduction in revenue for a tenant deemed collectability constrained. The decrease in NOI for Fiscal 2023 was primarily attributable to net operating income recognized in Fiscal 2022 attributed to the Maryland Properties sold.

Same Property Operating Results: FREIT’s commercial segment currently contains five (5) same properties. (See definition of same property under Segment Information above.) The Rotunda Property, the Westridge Square Property and the Damascus Property were excluded from same property results for all periods presented because these properties were sold in Fiscal 2022. Same property revenue and NOI for Fiscal 2023 increased by 1.7% and decreased by 1.2%, respectively, as compared to Fiscal 2022. The changes resulted from the factors discussed in the immediately preceding paragraph.

Leasing: The following table reflects leasing activity at FREIT’s 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 Fiscal 2023.

RETAIL: Number of
Leases
  Lease Area
(Sq. Ft.)
  Weighted
Average
Lease Rate
(per Sq. Ft.)
  Weighted
Average Prior
Lease Rate
(per Sq. Ft.)
  % Increase
(Decrease)
  Tenant
Improvement
Allowance
(per Sq. Ft.)
(a)
  Lease
Commissions
(per Sq. Ft.)
(a)
 
                      
Comparable leases (b)  5   15,428  $27.34  $27.91   -2.0%  $  $0.66 
                             
Non-comparable leases  2   3,384  $30.08    N/A     N/A   $  $1.39 
                             
Total leasing activity  7   18,812                     

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

(b) This includes new tenant leases and/or officemodifications/extensions/renewals of existing tenant leases.    

On June 24, 2023, the owner/operator of the 84,254 square foot Kmart store located at our Westwood Plaza shopping center in Westwood, New Jersey informed FREIT of its intent to sublet its space to three unidentified retail tenants. The current term of the lease for Kmart expires on October 31, 2027 with two 5-year renewal options remaining. The lease agreement provides that base rent payments are fixed at $4.00 per square foot ($336,720 annually) and additional rent for common area maintenance and insurance costs are based on an amount less than Kmart’s pro rata share of the shopping center. After reviewing the K-Mart space, management determined that the space has a fair market rental rate of between $15 and $24 per square foot. While significant tenant and/or capital improvements will be necessary to fit-up this space for a new tenant or tenants, the higher rent potentially realizable equates to annual revenues in excess of approximately $930,000 to $1,685,000. FREIT believes potentially higher rent amounts, if achieved, will more than offset lost rent from Kmart and other tenants with co-tenancy clauses and will only increase the overall value of the shopping center. Accordingly, on July 24, 2023, FREIT denied Kmart’s request and elected pursuant to the lease to terminate the Kmart lease effective October 19, 2023. Thus, FREIT now has full control of this space instead of waiting another 14 years to renegotiate or re-lease this space at a higher market rent. As management is unable to predict the length of time it may take to re-lease this space, the Westwood Plaza shopping center will incur losses of annual base rent revenues of approximately $726,000 to $962,000 until such time as this space is re-leased. (See Note 17 to FREIT’s consolidated financial statements for further details.)

RESIDENTIAL SEGMENT

FREIT currently operates six (6) multi-family apartment buildings or complexes totaling 792 apartment units, excluding the Icon at the Rotunda Property, which was sold as part of the Maryland Properties on December 30, 2021 (see Note 2 to FREIT’s consolidated financial statements) and the Pierre Towers property, which was converted to a TIC (see Note 3 to FREIT’s consolidated financial statements).

As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT’s residential segment for Fiscal 2023 decreased by 4.7% and 6.7%, respectively, as compared to Fiscal 2022. Average occupancy for all residential properties, excluding the Icon at the Rotunda Property sold, for Fiscal 2023 decreased by 1.4% as compared to Fiscal 2022.

The decrease in revenue for Fiscal 2023 was primarily attributable to the following: (a) a decrease of approximately $1,634,000 attributed to the Icon at the Rotunda Property sold in Fiscal 2022; (b) a decrease of approximately $350,000 resulting from the decline in the average annual occupancy rate from 98.2% in Fiscal 2022 to 96.8% in Fiscal 2023; offset by (c) an increase of approximately $1 million primarily driven by an increase in base rents. The decrease in NOI for Fiscal 2023 was primarily attributable to the following: (a) a decrease of approximately $1,102,000 attributed to the Icon at the Rotunda Property sold in


Fiscal 2022; (b) an increase in total operating expenses of approximately $360,000, excluding the Icon, resulting primarily from an overall increase in most expenses in Fiscal 2023; offset by (c) an increase of approximately $662,000 in revenue, excluding the Icon at the Rotunda Property sold.

Same Property Operating Results: FREIT’s residential segment currently contains six (6) same properties. (See definition of same property under Segment Information above.) The Icon at the Rotunda Property was excluded from same property results for all periods presented because this property was sold in Fiscal 2022. Same property revenue and NOI for Fiscal 2023 increased by 3.5% and 2.9%, respectively, as compared to Fiscal 2022. The changes resulted from the factors discussed in the immediately preceding paragraph.

FREIT’s 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 Fiscal 2023 and Fiscal 2022 were $2,214 and $2,085, 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 $210,000 and $200,000, respectively.

Capital expenditures: FREIT tends to spend more in any given year on maintenance and capital improvements at its residential properties which were constructed more than 25 years ago (Steuben Arms, Berdan Court and Westwood Hills properties) than on its newer properties (Boulders, Regency and Station Place properties). Funds for these capital projects are available from cash flow from the property's operations and cash reserves.

FINANCING COSTS

  Years Ended October 31, 
  2023  2022 
  (In Thousands of Dollars) 
Fixed rate mortgages (a):        
1st Mortgages        
Existing $5,148  $4,229 
New  381   536 
Variable rate mortgages:        
1st Mortgages        
Existing  1,653   1,978 
New      
Interest rate swap contracts breakage fee     213 
Other - Corporate interest  26   137 
Total financing costs, gross  7,208   7,093 
Amortization of mortgage costs  509   971 
Total financing costs, net $7,717  $8,064 
         
(a) Includes the effect of interest rate swap contracts which effectively convert the floating interest rate to a fixed interest rate over the term of the loan.

Total net financing costs for Fiscal 2023 decreased by approximately $347,000 or 4.3%, compared to Fiscal 2022 which was primarily attributable to the following: (a) a decline of approximately $1,304,000 attributed to the pay-down of the loans outstanding on the Maryland Properties sold in Fiscal 2022; (b) a decline of approximately $111,000 in other interest expense attributed to the payment of the deferred fee compensation to FREIT’s directors in Fiscal 2023; (c) a decline of approximately $69,000 attributed to the decrease in the fixed interest rate from 5.37% to 2.85% on the Boulders loan refinanced in December 2022; offset by (d) an increase of approximately $536,000 attributed to the increase in the variable interest rate in Fiscal 2023 on the previous loan for the Westwood Hills property which was refinanced in August 2023 (See Note 5 to FREIT’s consolidated financial statements for additional details); (e) an increase of approximately $330,000 attributed to the increase in the fixed interest rate from 4.75% to 7.5% on the Westwood Plaza loan modified effective February 2023; and (f) an increase of approximately $272,000 primarily attributed to the increase in the fixed interest rate from 3.625% to 5% on the Wayne PSC loan refinanced in July 2022.

INVESTMENT INCOME

Investment income for Fiscal 2023 was $1,013,000 as compared to $358,000 for Fiscal 2022. Investment income is principally derived from interest earned from cash on deposit in institutional money market funds and short-term U.S. treasury securities. The increase in investment income for Fiscal 2023 was primarily driven by higher interest rates in Fiscal 2023.

GENERAL AND ADMINISTRATIVE EXPENSES (“G&A”)

G&A expense for Fiscal 2023 was $4,243,000 as compared to $5,003,000 for Fiscal 2022. The primary components of G&A are legal and professional fees, directors’ fees, corporate expenses and accounting/auditing fees. The decrease in G&A for Fiscal 2023 was primarily driven by the following: (a) a decrease in stock compensation of approximately $1,181,000 primarily related


to expense incurred in Fiscal 2022 related to the stock option modification; (b) a decline in legal costs of approximately $319,000 primarily attributed to the legal proceeding between FREIT and certain of its affiliates and Sinatra Properties, LLC; offset by (c) an increase in corporate expenses of approximately $489,000 primarily attributed to costs incurred for the adoption of the Stockholder Rights Plan; and (d) an increase in FREIT’s director fees of approximately $201,000 attributed to the issuance of stock awards for services rendered and to be rendered in 2023 in lieu of cash compensation and an increase in executive compensation.

DEPRECIATION

Depreciation expense from operations for Fiscal 2023 was $2,944,000 as compared to $3,995,000 for Fiscal 2022. The decline in depreciation expense for Fiscal 2023 was primarily attributable to the Maryland Properties sold in Fiscal 2022. (See Note 2 to FREIT’s consolidated financial statements for additional details on the sale of the Maryland Properties.)


Results of Operations:

Fiscal Years Ended October 31, 2022 and 2021

Summary revenues and net income for Fiscal 2022 and October 31, 2021 (“Fiscal 2021”) are as follows:

  Years Ended October 31, 
  2022  2021  Change 
  (in thousands, except per share amounts) 
Real estate revenues:            
Commercial properties $10,644  $23,317  $(12,673)
Residential properties  20,627   26,974   (6,347)
Total real estate revenues  31,271   50,291   (19,020)
             
Operating expenses:            
Real estate operating expenses  15,281   22,294   (7,013)
General and administrative expenses  5,003   5,195   (192)
Depreciation  3,995   9,300   (5,305)
Total operating expenses  24,279   36,789   (12,510)
             
Investment income  358   116   242 
Net gain on sale of Maryland properties  68,771      68,771 
Net realized gain on Wayne PSC interest rate swap termination  1,415      1,415 
Loss on investment in tenancy-in-common  (228)  (295)  67 
Financing costs  (8,064)  (12,276)  4,212 
Net income  69,244   1,047   68,197 
             
Net income attributable to noncontrolling interests in subsidiaries  (23,252)  (120)  (23,132)
Net income attributable to common equity $45,992  $927  $45,065 
             
Earnings per share:            
Basic $6.52  $0.13  $6.39 
Diluted $6.45  $0.13  $6.32 
             
Weighted average shares outstanding:            
Basic  7,055   7,019     
Diluted  7,132   7,022     

Real estate revenue for Fiscal 2022 decreased 37.8% to $31,271,000 compared to $50,291,000 for Fiscal 2021. The decline in revenue was primarily attributable to the following: (a) a decrease of approximately $20.2 million attributed to the Maryland Properties sold; offset by (b) an increase from the residential segment of approximately $1.2 million, excluding the Icon at the Rotunda Property sold as part of the Maryland Properties, driven by an increase in base rents across all properties and an increase in the average occupancy rate to 98.2% in Fiscal 2022 from 97.3% in Fiscal 2021.

Net income attributable to common equity (“net income-common equity”) for Fiscal 2022 was $45,992,000 ($6.52 per share basic and $6.45 per share diluted), compared to $927,000 ($0.13 per share basic and diluted) for Fiscal 2021.


The schedule below provides a non-GAAP detailed analysis of the major changes that impacted net income-common equity for Fiscal 2022 and Fiscal 2021:

NON-GAAP NET INCOME COMPONENTS         
  Years Ended October 31, 
  2022  2021  Change 
  (In Thousands) 
Income from real estate operations:            
Commercial properties $4,217  $12,094  $(7,877)
Residential properties  11,773   15,903   (4,130)
Total income from real estate operations  15,990   27,997   (12,007)
             
Financing costs:            
Fixed rate mortgages  (4,765)  (5,783)  1,018 
Floating rate mortgages  (1,978)  (5,159)  3,181 
Other - Corporate interest  (137)  (225)  88 
Interest rate swap contracts breakage fee  (213)     (213)
Mortgage cost amortization  (971)  (1,109)  138 
Total financing costs  (8,064)  (12,276)  4,212 
             
Investment income  358   116   242 
             
General & administrative expenses:            
Accounting fees  (469)  (426)  (43)
Legal and professional fees  (1,452)  (2,477)  1,025 
Directors fees  (1,076)  (950)  (126)
Stock compensation expense  (1,192)  (42)  (1,150)
Corporate expenses  (814)  (1,300)  486 
Total general & administrative expenses  (5,003)  (5,195)  192 
             
Depreciation  (3,995)  (9,300)  5,305 
Loss on investment in tenancy-in-common  (228)  (295)  67 
Adjusted net (loss) income  (942)  1,047   (1,989)
             
Net gain on sale of Maryland properties  68,771      68,771 
Net realized gain on Wayne PSC interest rate swap termination  1,415      1,415 
Net income  69,244   1,047   68,197 
             
Net income attributable to noncontrolling interests in subsidiaries  (23,252)  (120)  (23,132)
Net income attributable to common equity $45,992  $927  $45,065 

Adjusted net (loss) income for Fiscal 2022 was adjusted net (loss) of ($942,000) (($0.13) per share basic and diluted) compared to adjusted net income of $1,047,000 ($0.15 per share basic and diluted) for Fiscal 2021. Adjusted net (loss) income is a non-GAAP measure, which management believes is a useful and meaningful gauge to investors of our operating performance, since it excludes the impact of unusual and infrequent items specifically: a gain on sale of Maryland Properties in Fiscal 2022; a realized gain on the Wayne PSC interest rate swap contract termination in Fiscal 2022.

The decrease in adjusted net (loss) income for Fiscal 2022 was primarily driven by the following: (a) a decrease of approximately $3.9 million (with a consolidated impact to FREIT of approximately $2.8 million) attributed to the Maryland Properties sold; offset by (b) an increase in revenue of approximately $1.2 million (with a consolidated impact to FREIT of approximately $1.1 million), excluding the Maryland Properties sold; (c) a decrease in the reserve for uncollectible rents of approximately $0.3 million (with a consolidated impact to FREIT of approximately $0.3 million), excluding the Maryland Properties sold, primarily due to rental revenue being deemed uncollectible and classified as a reduction in rental revenue in Fiscal 2022; (d) a decrease in general and administrative expenses (“G&A”) of approximately $0.2 million primarily driven by a decline in legal costs of approximately $1 million primarily attributed to the legal proceeding between FREIT and certain of its affiliates and Sinatra Properties, LLC, reincorporation expenses of approximately $0.5 million incurred in Fiscal 2021, offset by incremental stock compensation expense of approximately $1.2 million related to the stock option modification recorded in Fiscal 2022; (e) a decrease in snow removal costs of approximately $0.1 million (with a consolidated impact to FREIT of approximately $0.1 million); and (f) an increase in investment income of approximately $0.2 million resulting from a higher interest rate and cash balance in Fiscal 2022 due to the sale of the Maryland Properties.


(Refer to the segment disclosure below for a more detailed discussion of the financial performance of FREIT’s commercial and residential segments.)

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 Fiscal 2022, as compared to Fiscal 2021 (See below for definition of NOI):

  Commercial Residential Combined
  Years Ended     Years Ended     Years Ended
  October 31, Increase (Decrease) October 31, Increase (Decrease) October 31,
  2022 2021 $ % 2022 2021 $ % 2022 2021
  (In Thousands)   (In Thousands)   (In Thousands)
Rental income $8,232  $17,875  $(9,643)  -53.9%  $20,203  $26,515  $(6,312)  -23.8%  $28,435  $44,390 
Reimbursements  2,364   5,311   (2,947)  -55.5%   19   157   (138)  -87.9%   2,383   5,468 
Other  30   361   (331)  -91.7%   405   302   103   34.1%   435   663 
Total revenue  10,626   23,547   (12,921)  -54.9%   20,627   26,974   (6,347)  -23.5%   31,253   50,521 
                                         
Operating expenses  6,427   11,223   (4,796)  -42.7%   8,854   11,071   (2,217)  -20.0%   15,281   22,294 
Net operating income $4,199  $12,324  $(8,125)  -65.9%  $11,773  $15,903  $(4,130)  -26.0%   15,972   28,227 
                                         
Average Occupancy % *  66.8%   69.0%       -2.2%   98.2%   97.3%       0.9%         
                                         

 Reconciliation to consolidated net income-common equity:    
 Deferred rents - straight lining  18   (230)
 Investment income  358   116 
 Loss on investment in tenancy-in-common  (228)  (295)
 General and administrative expenses  (5,003)  (5,195)
 Depreciation  (3,995)  (9,300)
 Net gain on sale of Maryland properties  68,771    
 Net realized gain on Wayne PSC interest rate swap termination  1,415    
 Financing costs  (8,064)  (12,276)
 Net income  69,244   1,047 
 Net income attributable to noncontrolling interests in subsidiaries  (23,252)  (120)
 Net income attributable to common equity $45,992  $927 

*Average occupancy rate excludes the Rotunda Property, the Damascus Property and the Westridge Square Property from all periods presented as the properties were sold in Fiscal 2022. See Note 2 to FREIT’s consolidated financial statements for further details.

NOI is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes deferred rents (straight lining), 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 its operating performance. FREIT defines same property within both the commercial and residential segments to be those properties that FREIT has owned and operated for both the current and prior periods presented, excluding those properties that FREIT acquired, sold or redeveloped 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 has been sold or deconsolidated is 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 GAAP, 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 five (5) separate properties, excluding the Rotunda Property, the Westridge Square Property and the Damascus Property, which were sold on December 30, 2021, January 7, 2022 and January 10, 2022, respectively. Three of these properties are multi-tenanted retail centers, one is a single tenanted retail center located in Glen Rock, New Jersey and one is single tenanted on land located in Rockaway, New Jersey owned by FREIT from which it receives monthly rental income from a tenant who has built and operates a bank branch on the land. On February 8, 2019, FREIT sold a commercial building, formerly occupied as a Pathmark supermarket in Patchogue, New York for a sales price of $7.5 million. The sale of this property, which had a carrying value of approximately $6.2 million, resulted in a gain of approximately $0.8 million net of sales fees and commissions. Net cash proceeds of approximately $2 million were realized after paying off the related mortgage on this property in the amount of approximately $5.2 million. The sale of this property eliminates an operating loss of approximately $0.8 million ($0.12 per share) incurred, annually, since Pathmark vacated the building in December 2015 (see(See Note 2 to FREIT’s consolidated financial statements for further details).additional details on the sale of the Maryland Properties.)

30


Table of Contents

As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT’s commercial segment for Fiscal 20202022 decreased by 8.3%54.9% and 12.3%65.9%, respectively, as compared to Fiscal 2019. 2021. Average occupancy for all commercial properties, excluding the Maryland Properties sold, for Fiscal 2022 decreased by 2.2% as compared to Fiscal 2021.

The decline in revenue for Fiscal 20202022 was primarily attributable to the following: (a) a reduction in revenue as compared to Fiscal 2019 resulting from Cobb Theatre’s rejection of its lease due to the Cobb Theatre bankruptcy filing as of June 30, 2020 at the Rotunda retail property in the amount of approximately $0.7 million (excluding the straight-line rent receivable write-off of approximately $0.4 million); (b) a reduction in total revenue in the amount of approximately $1.2 million (excluding the straight-line rent receivable write-off of approximately $0.2 million) as compared to Fiscal 2019 due to rental revenue being deemed uncollectible and classified as a reduction in rental revenue primarily attributed to commercial tenants suffering adverse financial consequences as a result of the COVID-19 pandemic; (c) aMaryland Properties sold. The decrease in revenue of approximately $0.2 million attributed to commercial rent abatements resulting from the COVID-19 pandemic; and (d) the remainder of the decline of approximately $0.1 million attributed to the 1.8% decrease in the average annual occupancy rate in Fiscal 2020 as compared to Fiscal 2019. The decline in NOI for Fiscal 20202022 was primarily attributable to the following: (a) a decrease in revenue of approximately $2.2$8.4 million as explained above;attributed to the Maryland Properties sold; offset by (b) an increasea decline in expense forsnow removal costs of approximately $0.1 million, excluding the Maryland Properties


sold; and (c) a decrease in the reserve offor uncollectible rents of approximately $0.3$0.2 million, primarily resulting fromexcluding the COVID-19 pandemic impact; (c) a write-off of unamortized leasing costs related to Cobb Theatres’ rejection of its lease in the amount of approximately $0.2 million; offset by (d) a decline in repairs and maintenance expense of approximately $0.7 million due to the deferral of non-essential maintenance projects across all properties in Fiscal 2020 in an effort to keep such costs lower while the Company has experienced a loss of revenues at the commercial properties and to adjust to the difficulty in hiring contractors due to imposed COVID-19 restrictions and mandates.Maryland Properties sold.

Same Property Operating Results: FREIT’s commercial segment currently contains eight (8)five (5) same properties. (See definition of same property under Segment Information above.) The Patchogue property wasRotunda Property, the Westridge Square Property and the Damascus Property were excluded from same property results for Fiscal 2020 and 2019all periods presented because this property wasthese properties were sold in February 2019.Fiscal 2022. Same property revenue and NOI for Fiscal 20202022 decreased by 8.3%1.6% and 12.9%increased by 6.5%, respectively, as compared to Fiscal 2019.2021. The changes resulted from the factors discussed in the immediately preceding paragraph.

Leasing: The following tables reflecttable reflects leasing activity at FREIT’s 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 Fiscal 2020.

2022.

RETAIL:

Number of

Leases

Lease Area

(Sq. Ft.)

Weighted

Average

Lease Rate

(per Sq. Ft.)

Weighted

Average Prior

Lease Rate

(per Sq. Ft.)

% Increase

(Decrease)

Tenant

Improvement

Allowance

(per Sq. Ft.)

(a)

Lease

Commissions

(per Sq. Ft.)

(a)

 

Comparable leases (b)

10

20,619

$

27.75

$

32.07

-13.5

%

$

$

0.36

 

Non-comparable leases

1

1,730

$

14.63

N/A

N/A

$

$

0.80

 

Total leasing activity

11

22,349

OFFICE:

Number of

Leases

Lease Area

(Sq. Ft.)

Weighted

Average

Lease Rate

(per Sq. Ft.)

Weighted

Average Prior

Lease Rate

(per Sq. Ft.)

% Increase

(Decrease)

Tenant

Improvement

Allowance

(per Sq. Ft.)

(a)

Lease

Commissions

(per Sq. Ft.)

(a)

RETAIL: Number of
Leases
  Lease Area
(Sq. Ft.)
  Weighted
Average
Lease Rate
(per Sq. Ft.)
  Weighted
Average Prior
Lease Rate
(per Sq. Ft.)
  % Increase
(Decrease)
  Tenant
Improvement
Allowance
(per Sq. Ft.)
(a)
  Lease
Commissions
(per Sq. Ft.)
(a)
 

               

Comparable leases (b)

1

444

$

35.87

$

32.08

11.8

%

$

$

0.68

  9   137,634  $6.74  $6.37   5.8%  $  $0.02 

                            

Non-comparable leases

$

N/A

N/A

$

$

  5   11,875  $26.37    N/A     N/A   $1.07  $1.32 

                            

Total leasing activity

1

444

  14   149,509                     

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

(b) This includes new tenant leases and/or modifications/extensions/renewals of existing tenant leases.

 

RESIDENTIAL SEGMENT

FREIT currently operates seven (7)six (6) multi-family apartment buildings or complexes totaling 1,171792 apartment units. On February 28, 2020, FREIT reorganized its subsidiary S and A Commercial Associates Limited Partnership (“S&A”) from a partnership into a TIC. Prior to this reorganization, FREIT owned a 65% membership interest in S&A,units, excluding the Icon at the Rotunda Property, which owned 100%was sold as part of the Pierre Towers property located in Hackensack, New Jersey through its 100% interest in Pierre Towers, LLC. Accordingly, FREITMaryland Properties on December 30, 2021 (see Note 2 to FREIT’s consolidated the financial statements of S&Astatements) and its subsidiary to include 100% of the subsidiary’s assets, liabilities, operations and cash flows with the interest not owned by FREIT reflected as “noncontrolling interests in subsidiary” and all significant intercompany accounts and transactions were eliminated in consolidation.

Pursuant to the TIC agreement, FREIT ultimately acquired a 65% undivided interest in the Pierre Towers property, which was formerly owned by S&A. Based on the guidance of Accounting Standards Codification 810, “Consolidation”, FREIT’s investment in the TIC is accounted for under the equity method of accounting. While FREIT’s effective ownership percentage interest in the Pierre Towers property remains unchanged after the reorganizationconverted to a TIC FREIT no longer has a controlling interest as the TIC is now under joint control. Since FREIT retained a noncontrolling financial interest in the TIC, and the

deconsolidation (as of February 28, 2020) of the subsidiary is not the result of a nonreciprocal transfer to owners, a gain on deconsolidation in the amount of approximately $27.7 million was recognized in the accompanying consolidated statement of income for the year ended October 31, 2020. This gain was measured at the date of deconsolidation as the difference between the fair value of the investment in the TIC at the date the entity was deconsolidated and the carrying amount of the former subsidiary’s assets and liabilities. (See(see Note 173 to FREIT’s consolidated financial statements for further details.)statements).

As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT’s residential segment for Fiscal 20202022 decreased by 13.7%23.5% and 9.3%26%, respectively, as compared to Fiscal 2019. 2021. Average occupancy for all residential properties, excluding the Icon at the Rotunda Property sold, for Fiscal 2022 increased by 0.9% as compared to Fiscal 2021.

The declinedecrease in revenue for Fiscal 20202022 was primarily attributable to the following: (a) a decline in revenuedecrease of approximately $5$7.5 million resulting from the deconsolidation of the operating results of the Pierre Towers property from FREIT’s operating results dueattributed to the conversion to a TIC as of February 28, 2020;Icon at the Rotunda Property sold; offset by (b) insurance reimbursements received in Fiscal 2020an increase of approximately $0.3 million; and (c) a slight$1.2 million, excluding the Icon at the Rotunda Property sold, primarily driven by an increase in base rents at most properties of approximately $0.2 million as compared to Fiscal 2019. The decline in NOI for Fiscal 2020 is primarily attributed the deconsolidation of the operating results of the Pierre Towers property from FREIT’s operating results resulting in a decrease of approximately $2.2 million in NOI as compared to Fiscal 2019 offset by a decline in repairs and maintenance expense of approximately $0.4 million due to the deferral of non-essential maintenance projects across all properties in Fiscal 2020 inand an effort to keep such costs lower while the Company has experienced a loss of revenues at the commercial properties and to adjust to the difficulty in hiring contractors due to imposed COVID-19 restrictions and mandates. Average occupancy for all residential properties for Fiscal 2020 decreased by approximately 1.6% over Fiscal 2019. The declineincrease in the average occupancy rate is primarily driven by the declineto 98.2% in the average occupancy rate at the Icon to an average occupancy rate of 91.5%Fiscal 2022 from 97.3% in Fiscal 2021. The decrease in NOI for Fiscal 2020 as compared2022 was primarily attributable to 95.1% for Fiscal 2019. This decline in occupancy rate is primarilythe following: (a) a decrease of approximately $5.2 million attributed to tenants attending the Johns Hopkins University, which is in close proximity to the Icon at the Rotunda Property sold; (b) an increase in utilities expense of approximately $0.1 million, excluding the Icon at the Rotunda Property sold; offset by (c) an increase in revenue of approximately $1.2 million, excluding the Icon at the Rotunda Property sold; and represents(d) a decrease in the reserve for uncollectible rents of approximately 30% of our tenants$0.1 million, excluding the Icon at this property. In response to the COVID-19 pandemic, Johns Hopkins University only offered online classes for the fall semester which resulted in a loss of these tenants at our property.Rotunda Property sold.

Same Property Operating Results: FREIT’s residential segment currently contains seven (7)six (6) same properties. (See definition of same property under Segment Information above.) The Pierre Towers propertyIcon at the Rotunda Property was excluded from same property results for both fiscal years sinceall periods presented because this property was deconsolidated and converted to a TIC as of February 28, 2020.sold in Fiscal 2022. Same property revenue and NOI for Fiscal 2022 increased by 0.9%6.9% and 1.7%11.2%, respectively, fromas compared to Fiscal 2019.2021. The changes resulted from the factors discussed in the immediately preceding paragraph.

FREIT’s 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 (excluding from both periods presented for comparability purposes the Icon at the Rotunda Property, which was sold in Fiscal 2022) at the end of Fiscal 20202022 and Fiscal 20192021 were $1,953$2,085 and $1,914,$1,939, respectively. For comparability purposes, the average residential rent for Fiscal 2019 has been restated to include the impact of Station Place and excludes the impact of the Pierre Towers due to the deconsolidation and conversion to a TIC in Fiscal 2020. 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 $274,000$198,000 and $258,000,$191,000, respectively.

Capital expenditures: Since all of FREIT’s apartment communities, with the exception of the Boulders, Regency, Icon and Station Place properties, were constructed more than 25 years ago, FREIT tends to spend more in any given year on maintenance and capital improvements at its residential properties which were constructed more than may be spent25 years ago (Steuben Arms, Berdan Court and Westwood Hills properties) than on its newer properties. As a result of the COVID-19 global pandemic, only capital improvements deemed essential are being made at this time.properties (Boulders, Regency and Station Place properties). Funds for these capital projects will beare available from cash flow from the property's operations and cash reserves.


FINANCING COSTS

Years Ended October 31,

2020

2019

(In Thousands of Dollars)

Fixed rate mortgages (a):

1st Mortgages

Existing

$

7,401

$

8,763

New

190

Variable rate mortgages:

1st Mortgages

Existing

5,211

7,384

New

92

Other

329

594

Total financing costs, gross

13,033

16,931

Amortization of mortgage costs

1,089

1,139

Total financing costs, net

$

14,122

$

18,070

(a) Includes the effect of interest rate swap contracts which effectively convert the floating interest rate to a fixed interest rate over the term of the loan.

  Years Ended October 31, 
  2022  2021 
  (In Thousands of Dollars) 
Fixed rate mortgages (a):        
1st Mortgages        
Existing $4,229  $5,783 
New  536    
Variable rate mortgages:        
1st Mortgages        
Existing  1,978   5,159 
New      
Interest rate swap contracts breakage fee  213    
Other - Corporate interest  137   225 
Total financing costs, gross  7,093   11,167 
Amortization of mortgage costs  971   1,109 
Total financing costs, net $8,064  $12,276 
         
(a) Includes the effect of interest rate swap contracts which effectively convert the floating interest rate to a fixed interest rate over the term of the loan.

Total net financing costs for Fiscal 20202022 decreased by approximately $3,948,000$4,212,000 or 21.8%34.3%, compared to Fiscal 20192021 which iswas primarily attributable to the following: (a) a decline in interest on variable mortgage loans of approximately $2,081,000 resulting from

lower interest rates; (b)$4,513,000 attributed to the deconsolidationpay-down of the Pierre Towers property from FREIT’s operating results dueloans outstanding on the Maryland Properties sold in Fiscal 2022; (b) a decrease of approximately $382,000 attributed to the conversion to a TIC asrefinancing of February 28, 2020the loan on the Boulders property in Fiscal 2022 resulting in a decreasereduction in net financing coststhe interest rate from 5.37% to 2.85% and in the principal balance from approximately $14.4 million to $7.5 million; offset by (c) an increase of approximately $1,289,000; (c)$213,000 attributed to a declinebreakage fee on the early termination of the interest rate swap contracts relating to the underlying loan on the Damascus Property, which was repaid from the net proceeds of the sale of the Damascus Property in other interest expenseFiscal 2022; and (d) an increase of approximately $265,000 primarily resulting from$148,000 related to the $5 million paymentwrite-off of deferred Trustee fees to two retired Trustees earliermortgage costs on the Wayne PSC mortgage loan previously held with People’s United Bank which was refinanced with a new lender in Fiscal 2020 and a decline in the ten (10)-year Treasury Bond interest rate as compared to Fiscal 2019; and (d) the remainder of the decrease of approximately $313,000 resulted from the decline in interest on fixed interest rate mortgages due to another year of loan amortization.2022. (See Note 172 to FREIT’s consolidated financial statements for furtheradditional details on the deconsolidationsale of the Pierre Towers property.Maryland Properties.)

INVESTMENT INCOME

Investment income for Fiscal 20202022 was $204,000$358,000 as compared to $360,000$116,000 for Fiscal 2019.2021. Investment income is principally derived from interest earned from cash on deposit in institutional money market funds and interest earned from secured loans receivable (loans made to Hekemian & Co. employees, including Robert S. Hekemian, Jr., the Chief Executive Officer, President and a TrusteeDirector of FREIT, David B. Hekemian, a TrusteeDirector of FREIT, Allan Tubin, the Chief Financial Officer and Treasurer of FREIT and certain other members of the immediate family of the late Robert S. Hekemian, FREIT’s former Chairman, Chief Executive Officer and consultant of FREIT) for their equity investments (through Rotunda 100, LLC) in Grande Rotunda, LLC, a limited liability company in which FREIT owns a 60% equity interest. In Fiscal 2022, the secured loans receivable was repaid with proceeds received from the sale of the Rotunda Property. (See Note 8 to FREIT’s consolidated financial statements for additional details.) The increase in investment income for Fiscal 2022 was primarily driven by a higher interest rate and cash balance in Fiscal 2022 due to the sale of the Maryland Properties. (See Note 2 to FREIT’s consolidated financial statements for additional details on the sale of the Maryland Properties.)

GENERAL AND ADMINISTRATIVE EXPENSES (“G&A”)

G&A expense for Fiscal 20202022 was $3,821,000$5,003,000 as compared to $2,633,000$5,195,000 for Fiscal 2019.2021. The primary components of G&A are accounting/auditing fees, legal and professional fees, Trustees’directors’ fees, corporate expenses and consultant fees and corporate expenses.accounting/auditing fees. The increasedecrease in G&A costs for Fiscal 20202022 was primarily driven by an increasea decline in legal costs of approximately $960,000 resulting from$1 million primarily attributed to the legal proceedingsproceeding between FREIT and certain of its affiliates and Sinatra Properties, LLC, and an increasereincorporation expenses of approximately $300,000$0.5 million incurred in lender and legal feesFiscal 2021, offset by incremental stock compensation expense of approximately $1.2 million related to the conversion of the Pierre Towers partnership to a TICstock option modification recorded in Fiscal 2020. (See2022 (see Note 1710 to FREIT’s consolidated financial statements for additional details.)

SPECIAL COMMITTEE THIRD PARTY ADVISORY, LEGAL AND OTHER EXPENSES

Special Committee third party advisory, legal and other expenses for Fiscal 2020 was $4,606,000 as compared to $1,416,000 for Fiscal 2019. These expenses are primarily composed of advisory and legal fees incurred. On May 7, 2020,details on the Board approved the elimination of the Special Committee as a committee of the Board. (See Note 14 to FREIT’s consolidated financial statements for further details.)compensation expense).

DEPRECIATION

Depreciation expense from operations for Fiscal 20202022 was $10,341,000$3,995,000 as compared to $11,339,000$9,300,000 for Fiscal 2019.2021. The decline in depreciation expense for Fiscal 20202022 was primarily attributable to the deconsolidation of the operating results of the Pierre Towers property from FREIT’s operating results as of February 28, 2020. (See Note 17 to FREIT’s consolidated financial statements for further details.)

Fiscal Years Ended October 31, 2019 and 2018

Summary revenues and net income for Fiscal 2019 and the fiscal year ended October 31, 2018 (“Fiscal 2018”) are as follows:

Years Ended October 31,

2019

2018

Change

(in thousands, except per share amounts)

Real estate revenues:

Commercial properties

$

27,122

$

26,149

$

973

Residential properties

33,155

31,848

1,307

Total real estate revenues

60,277

57,997

2,280

 

Operating expenses:

Real estate operating expenses

26,062

24,883

1,179

Special Committee third party advisory, legal and other expenses

1,416

1,416

General and administrative

2,633

2,305

328

Depreciation

11,339

11,515

(176

)

Total operating expenses

41,450

38,703

2,747

 

Operating income

18,827

19,294

(467

)

 

Investment income

360

267

93

Unrealized (loss) gain on interest rate cap contract

(160

)

72

(232

)

Gain on sale of property

836

836

Financing costs

(18,070

)

(18,667

)

597

Net income

1,793

966

827

 

Net (income) loss attributable to noncontrolling

interests in subsidiaries

(6

)

517

(523

)

Net income attributable to common equity

$

1,787

$

1,483

$

304

 

Earnings per share - basic and diluted:

$

0.26

$

0.21

$

0.05

 

Weighted average shares outstanding:

Basic and diluted

6,940

6,883

Real estate revenue for Fiscal 2019 increased 3.9% to $60,277,000 compared to $57,997,000 for Fiscal 2018. The increase in revenue was primarily attributable to an increase in the average occupancy rate at the Rotunda property resulting from the lease-up of the residential units and retail space at the property.

Net income attributable to common equity (“net income-common equity”) for Fiscal 2019 was $1,787,000 ($0.26 per share basic and diluted), compared to $1,483,000 ($0.21 per share basic and diluted) for Fiscal 2018.

The schedule below provides a non-GAAP detailed analysis of the major changes that impacted revenue and net income-common equity for Fiscal 2019 and Fiscal 2018:

NON-GAAP NET INCOME COMPONENTS

Years Ended October 31,

2019

2018

Change

(thousands of dollars)

Income from real estate operations:

Commercial properties

$

15,427

$

14,288

$

1,139

Residential properties

18,788

18,826

(38

)

Total income from real estate operations

34,215

33,114

1,101

 

Financing costs:

Fixed rate mortgages

(8,953

)

(10,248

)

1,295

Floating rate mortgages

(7,384

)

(5,368

)

(2,016

)

Floating rate - Rotunda construction loan

(1,321

)

1,321

Credit line

(28

)

28

Other - Corporate interest

(594

)

(652

)

58

Mortgage cost amortization

(1,139

)

(1,050

)

(89

)

Total financing costs

(18,070

)

(18,667

)

597

 

Investment income

360

267

93

Unrealized (loss) gain on interest rate cap contract

(160

)

72

(232

)

 

General & administrative expenses:

Accounting fees

(654

)

(544

)

(110

)

Legal & professional fees

(135

)

(121

)

(14

)

Trustees and consultant fees

(1,164

)

(989

)

(175

)

Stock option expense

(124

)

(130

)

6

Corporate expenses

(556

)

(521

)

(35

)

Total general & administrative expenses

(2,633

)

(2,305

)

(328

)

 

Special Committee third party advisory, legal and other expenses

(1,416

)

(1,416

)

Depreciation

(11,339

)

(11,515

)

176

Adjusted net income

957

966

(9

)

 

Gain on sale of property

836

836

Net income

1,793

966

827

 

Net (income) loss attributable to noncontrolling

     interests in subsidiaries

(6

)

517

(523

)

Net income attributable to common equity

$

1,787

$

1,483

$

304

Adjusted net income for Fiscal 2019 was $957,000 ($0.14 per share basic and diluted) compared to $966,000 ($0.14 per share basic and diluted) for Fiscal 2018. Adjusted net income is a non-GAAP measure, which management believes is a useful and meaningful gauge to investors of our operating performance, since it excludes the impact of unusual and infrequent items specifically: a gain related to the sale of the property in Patchogue, New York in Fiscal 2019. The slight decrease in adjusted net income for Fiscal 2019 was primarily driven by the following: (a) real estate tax credits and refunds related to the Icon at the Rotunda property in the amount of approximately $1.1 million received in Fiscal 2018 related to Fiscal 2017 (with a consolidated impact to FREIT of approximately $0.7 million); (b) Special Committee third party advisory, legal and other expenses incurred in Fiscal 2019 in the amount of approximately $1.4 million; (c) interest expense increase on the loan on the Rotunda property in the amount of approximately $0.6 million resulting primarily from an increase in interest rates as compared to the prior year; offset by (d) an increase in revenue of approximately $2.3 million as explained above and Fiscal 2018 being burdened by a $1.2 million loan prepayment cost (with a consolidated impact to FREIT of approximately $0.8 million) related to the Pierre Towers, LLC loan refinancing. (Refer to the segment disclosure below for a more detailed discussion on the financial performance of FREIT’s commercial and residential segments.)

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 Fiscal 2019, as compared to Fiscal 2018:

Commercial

Residential

Combined

Years Ended

October 31,

Increase (Decrease)

Years Ended

October 31,

Increase (Decrease)

Years Ended

October 31,

2019

2018

$

%

2019

2018

$

%

2019

2018

(In Thousands)

(In Thousands)

(In Thousands)

Rental income

$

20,324

$

19,379

$

945

4.9

%

$

32,592

$

31,283

$

1,309

4.2

%

$

52,916

$

50,662

Reimbursements

6,295

5,989

306

5.1

%

134

104

30

28.8

%

6,429

6,093

Other

73

96

(23

)

-24.0

%

449

541

(92

)

-17.0

%

522

637

Total revenue

26,692

25,464

1,228

4.8

%

33,175

31,928

1,247

3.9

%

59,867

57,392

 

Operating expenses

11,694

11,861

(167

)

-1.4

%

14,368

13,022

1,346

10.3

%

26,062

24,883

Net operating income  

$

14,998

$

13,603

$

1,395

10.3

%

$

18,807

$

18,906

$

(99

)

-0.5

%

33,805

32,509

Gain on sale of property

$

836

$

$

836

100.0

%

$

$

$

0.0

%

836

 

Average Occupancy %  

81.5

%*

80.6

%*

0.9

%

95.2

%

94.4

%

0.8

%

Reconciliation to consolidated net income-common equity:

Deferred rents - straight lining

410

605

Investment income

360

267

Unrealized (loss) gain on interest rate cap contract

(160

)

72

Special Committee third party advisory, legal and other expenses

(1,416

)

General and administrative expenses

(2,633

)

(2,305

)

Depreciation

(11,339

)

(11,515

)

Financing costs

(18,070

)

(18,667

)

    Net income

1,793

966

Net (income) loss attributable to noncontrolling interests

(6

)

517

Net income attributable to common equity

$

1,787

$

1,483

*Average occupancy rate excludes the Patchogue, New York property from all periods presented as the property was sold in February 2019.

NOI is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes deferred rents (straight lining), 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 its operating performance. FREIT defines same property within both the commercial and residential segments to be those properties that FREIT has owned and operated for both the current and prior periods presented, excluding those properties that FREIT acquired or redeveloped 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 has been sold or deconsolidated is 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 GAAP, 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 eight (8) separate properties. Seven of these properties are multi-tenanted retail or office centers, and one is single tenanted on land located in Rockaway, New Jersey owned by FREIT from which it receives monthly rental income from a tenant who has built and operates a bank branch on the land. On February 8, 2019, FREIT sold a commercial building, formerly occupied as a Pathmark supermarket in Patchogue, New York for a sales price of $7.5 million. The sale of this property, which had a carrying value of approximately $6.2 million, resulted in a gain of approximately $0.8 million net of sales fees and commissions. Net cash proceeds of approximately $2 million were realized after paying off the related mortgage on this property in the amount of approximately $5.2 million. In connection with and in anticipation of the closing of the sale of the Patchogue property, FREIT declared a one-time special dividend of $0.10 per share in the first quarter of Fiscal 2019. The sale of this property eliminates an operating loss of approximately $0.8 million ($0.12 per share) incurred, annually, since Pathmark vacated the building in December 2015. (See Note 2 to FREIT’s consolidated financial statements.)

As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT’s commercial segment for Fiscal 2019 increased by 4.8% and 10.3%, respectively, as compared to Fiscal 2018. Average occupancy for all commercial properties increased by 0.9% as compared to Fiscal 2018. The increase in revenue and NOI was primarily attributable to an increase in occupancy at the Rotunda property resulting from the lease-up of the new retail space from an average annual occupancy of 73.8% in Fiscal 2018 to 82.3% in Fiscal 2019.

Same Property Operating Results: FREIT’s commercial segment currently contains eight (8) same properties. (See definition of same property.) The Patchogue property was excluded from same property results for Fiscal 2019 and 2018 since this property was sold in February 2019. Same property revenue and NOI for Fiscal 2019 increased by 4.8% and 8.2%,

respectively, as compared to Fiscal 2018. The changes resulted from the factors discussed in the immediately preceding paragraph.

Leasing: The following tables reflect leasing activity at FREIT’s 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 Fiscal 2019.

RETAIL:

Number of

Leases

Lease Area

(Sq. Ft.)

Weighted

Average

Lease Rate

(per Sq. Ft.)

Weighted

Average Prior

Lease Rate

(per Sq. Ft.)

% Increase

(Decrease)

Tenant

Improvement

Allowance

(per Sq. Ft.)

(a)

Lease

Commissions

(per Sq. Ft.)

(a)

 

Comparable leases (b)

23

83,812

$

16.99

$

16.26

4.5

%

$

0.20

$

0.50

 

Non-comparable leases

8

10,708

$

33.35

N/A

N/A

$

2.32

$

1.62

 

Total leasing activity

31

94,520

OFFICE:

Number of

Leases

Lease Area

(Sq. Ft.)

Weighted

Average

Lease Rate

(per Sq. Ft.)

Weighted

Average Prior

Lease Rate

(per Sq. Ft.)

% Increase

(Decrease)

Tenant

Improvement

Allowance

(per Sq. Ft.)

(a)

Lease

Commissions

(per Sq. Ft.)

(a)

 

Comparable leases (b)

15

28,845

$

31.68

$

29.06

9.0

%

$

0.40

$

0.85

 

Non-comparable leases

4

14,590

$

25.76

N/A

N/A

$

5.16

$

1.77

 

Total leasing activity

19

43,435

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

(b) This includes new tenant leases and/or modifications/extensions/renewals of existing tenant leases.

RESIDENTIAL SEGMENT

FREIT currently operates eight (8) multi-family apartment buildings or complexes totaling 1,437 apartment units. On December 7, 2017, FREIT completed the acquisition of Station Place, a residential apartment complex consisting of one building with 45 units, located in Red Bank, New Jersey through Station Place on Monmouth, LLC (FREIT’s 100% owned consolidated subsidiary). FREIT identified Station Place as the replacement property for the Hammel Gardens property located in Maywood, New Jersey that FREIT sold on June 12, 2017, which completed the like-kind exchange pursuant to Section 1031 of the Internal Revenue Code (see Note 3 to FREIT’s consolidated financial statements for further details).

As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT’s residential segment for Fiscal 2019 increased by 3.9% and decreased by 0.5%, respectively, as compared to Fiscal 2018. Average occupancy for all residential properties increased by 0.8% as compared to Fiscal 2018. The increase in revenue for Fiscal 2019 was primarily attributable to: (a) an increase in the average occupancy at the Icon (the residential portion of the Rotunda property in Baltimore, Maryland) to 95.1% in Fiscal 2019 from 91.9% in Fiscal 2018; and (b) an increase in base rent across the residential properties. The slight decrease in NOI for Fiscal 2019 was primarily attributed to the real estate tax credits and refunds related to the Icon property at the Rotunda in the amount of $1.1 million received in Fiscal 2018 related to Fiscal 2017 (with a consolidated impact to FREIT of approximately $0.7 million) offset by a $1.2 million increase in revenue as explained above.

Same Property Operating Results: FREIT’s residential segment currently contains seven (7) same properties. (See definition of same property.) The Station Place property is not included as same property, since it is a newly acquired property that had been in operation for less than a year in Fiscal 2018. Same property revenue and NOI increased by 3.8% and decreased by 0.3%, respectively, from Fiscal 2018. Average occupancy for same properties increased by approximately 0.9% as compared to Fiscal 2018. The changes resulted from the factors discussed in the immediately preceding paragraph.

FREIT’s 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, (excluding from both periods presented for comparability purposes, the Station Place property which was a newly acquired property that had been in operation for less than a year in Fiscal 2018), at the end of Fiscal 2019 and Fiscal 2018 were $1,949 and $1,902, respectively. For comparability purposes, the average residential rent for Fiscal 2018 has been restated to include the impact of the Icon. 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 $326,000 and $304,000, respectively.

Capital expenditures: Since all of FREIT’s apartment communities, with the exception of the Boulders, Regency, Icon and Station Place properties, were constructed more than 25 years ago, FREIT tends to spend more in any given year on maintenance and capital improvements than may be spent on newer properties. Funds for these capital projects will be available from cash flow from the property's operations and cash reserves. In April 2018, Pierre Towers, LLC (“Pierre”), a consolidated subsidiary, entered into an agreement with Public Service Electric & Gas Company (“PSE&G”), whereby PSE&G funded a project to make certain upgrades at the Pierre property located in Hackensack, New Jersey, which included boiler replacement, replacement of interior and exterior lighting fixtures and minor lighting controls in apartment lighting. PSE&G funded 100% of this project at a total cost of approximately $926,000 and the project was completed in December

2018. Per the reimbursement agreement, Pierre Towers, LLC will reimburse PSE&G for approximately $314,000 of this cost on a monthly basis over a five-year term with no interest.

FINANCING COSTS

Years Ended October 31,

2019

2018

(In Thousands of Dollars)

Fixed rate mortgages (a):

1st Mortgages

Existing

$

8,763

$

8,353

New

190

1,895

Variable rate mortgages:

1st Mortgages

Existing

7,384

1,071

New

4,297

Construction loan-Rotunda

1,321

Credit line

28

Other

594

652

Total financing costs, gross

16,931

17,617

Amortization of mortgage costs

1,139

1,050

Total financing costs, net

$

18,070

$

18,667

(a) Includes the effect of interest rate swap contracts which effectively convert the floating interest rate to a fixed interest rate over the term of the loan.

Total net financing costs for Fiscal 2019 decreased 3.2% as compared to Fiscal 2018 which was primarily driven by Fiscal 2018 being burdened by a $1.2 million loan prepayment cost (with a consolidated impact to FREIT of approximately $0.8 million) related to the Pierre Towers, LLC loan refinancing offset by an increase in Fiscal 2019 of approximately $0.6 million in interest expense on the Grande Rotunda, LLC loan resulting from an increase in the one-month LIBOR interest rate. (See Note 5 to FREIT’s consolidated financial statements for more details.)

INVESTMENT INCOME

Investment income for Fiscal 2019 was $360,000 as compared to $267,000 for Fiscal 2018. Investment income is principally derived from interest earned from cash on deposit in institutional money market funds and interest earned from secured loans receivable (loans made to Hekemian employees, including, Robert S. Hekemian, Jr., the Chief Executive Officer, President and a Trustee of FREIT, David B. Hekemian, a Trustee of FREIT, Allan Tubin, the Chief Financial Officer and Treasurer of FREIT and certain other members of the immediate family of the late Robert S. Hekemian, FREIT’s former Chairman, Chief Executive Officer and consultant of FREIT) for their equity investments (through Rotunda 100, LLC) in Grande Rotunda, LLC, a limited liability company in which FREIT owns a 60% equity interest, and for their equity investments (through Damascus 100, LLC) in Damascus Centre, LLC, a limited liability company in which FREIT owns a 70% equity interest). The secured loan receivable (including accrued interest) from Damascus 100, LLC was repaid in the fourth quarter of Fiscal 2018.

GENERAL AND ADMINISTRATIVE EXPENSES

During Fiscal 2019, G&A was $2,633,000 as compared to $2,305,000 for Fiscal 2018. The primary components of G&A are accounting/auditing fees, legal and professional fees, Trustees’ and consultant fees.

SPECIAL COMMITTEE THIRD PARTY ADVISORY, LEGAL AND OTHER EXPENSES

Special Committee third party advisory, legal and other expenses for Fiscal 2019 was $1,416,000 as compared to $0 for Fiscal 2018. These expenses are primarily composed of advisory and legal fees incurred. The Special Committee was formed on March 28, 2019 and on May 7, 2020, the Board approved the elimination of the Special Committee as a committee of the Board. (See Note 14 to FREIT’s consolidated financial statements for further details.)

DEPRECIATION

Depreciation expense from operations for Fiscal 2019 was $11,339,000 as compared to $11,515,000 for Fiscal 2018. The slight decrease in depreciation in Fiscal 2019 was primarily attributable to lower depreciation expense resulting from the sale of the Patchogue property in February 2019.Maryland Properties. (See Note 2 to FREIT’s consolidated financial statements for further details.additional details on the sale of the Maryland Properties.)


LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $3.6$2.7 million for Fiscal 20202023 compared to net cash provided by operating activities of $14.1$7.3 million for Fiscal 2019.2022. FREIT expects 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)payments which are expected to be refinanced and/or extended), real estate taxes, dividends, recurring capital improvements at its properties and other needs to maintain its status as a REIT for at least a period of one year from the date of filing of this annual report on Form 10-K.

As atof October 31, 2020,2023, FREIT had cash, cash equivalents and restricted cash totaling $39.5$18.4 million, compared to $42.5$58.5 million at October 31, 2019.2022. The decrease in cash in Fiscal 2020 is2023 was primarily attributable to $3.6$17.5 million in net cash used in financing activities, $3$25.3 million in net cash used in investing activities including capital expenditures offset by $3.6$2.7 million in net cash provided by operating activities. The primary drivers of this decline were as follows: (a) Special Committee third party advisory, legaldecrease in cash, cash equivalents and other expenses paid in the amountrestricted cash of approximately $5.1$40.1 million in Fiscal 2023 was primarily attributed to the following: (a) purchases of investments in U.S. Treasury securities of approximately $38.4 million; (b) dividends paid of approximately $13.7 million; (c) deferred compensation paid to two retired trusteescertain members of the FREIT Board who participated in the amountDeferred Fee Plan of approximately $5$2.3 million; (c) the deconsolidation of the operating results of the Pierre Towers property from FREIT’s operating results, reducing net cash by approximately $1.4 million; offset by (d) a distribution received in the amount of approximately $2.2 million as a result of the refinancing of the loan on the Westwood Hills property in September 2020.

On February 8, 2019, FREIT sold a commercial building, formerly occupied as a Pathmark supermarket in Patchogue, New York for a sales price of $7.5 million. The sale of this property, which had a carrying value of approximately $6.2 million, resulted in a gain of approximately $0.8 million net of sales fees and commissions. Net cash proceeds of approximately $2 million were realized after paying off the related mortgage on this property in the amount of approximately $5.2 million. In connection with and in anticipation of the closing of the sale of the Patchogue property, FREIT declared a one-time special dividend of $0.10 per share in the first quarter of Fiscal 2019. The sale of this property eliminates an operating loss of approximately $0.8 million ($0.12 per share) incurred, annually, since Pathmark vacated the building in December 2015. (See Note 2 to FREIT’s consolidated financial statements.)

On December 7, 2017, FREIT completed the acquisition of Station Place, a residential apartment complex consisting of one building with 45 units, located in Red Bank, New Jersey through Station Place on Monmouth, LLC (FREIT’s 100% owned consolidated subsidiary). FREIT identified Station Place as a replacement property for the Hammel Gardens property that FREIT sold on June 12, 2017 to complete the like-kind exchange transaction under Section 1031 of the Internal Revenue Code. Station Place is part of FREIT’s residential segment. The acquisition cost was $19,550,000 (inclusive of approximately $550,000 of transaction costs capitalized as part of the asset acquisition), which was funded in part with $7 million inadditional net proceeds received from the sale of the Hammel Gardens property,Damascus Property and Rotunda Property to the remaining balance of $12,350,000 (inclusive of the transaction costs) was funded by Station Place on Monmouth, LLC through long-term financing for this property from Provident Bank. (See Note 3 to FREIT’s consolidated financial statements.)

The Rotunda propertyminority interest holders in Baltimore, Maryland (owned by FREIT’s 60% owned consolidated affiliate Grande Rotunda, LLC) is an 11.5 acre site containing, at the time that the property was acquired, a building with approximately 137,000 sq. ft. of office space and approximately 83,000 sq. ft. of retail space on the lower level of the building. In September 2013, FREIT began construction to redevelop and expand this property and, with the exception of retail tenant improvements, the redevelopment was substantially completed in the third quarter of Fiscal 2016. The redevelopment and expansion plans included a modernization of the office building and smaller adjacent buildings, construction of 379 residential apartment rental units, an additional 75,000 square feet of new retail space, and 864 above level parking spaces. By the end of the third quarter of Fiscal 2018, the residential section reached a stabilized level of occupancythose joint ventures of approximately 94%.

With regard$3.3 million; (e) expenditures related to the funding of the Rotunda redevelopment project, Wells Fargo Bank, a previous lender, required that Grande Rotunda, LLC contribute not less than $14,460,000 toward the construction before any construction loan proceeds could be disbursed. To secure these funds Grande Rotunda, LLC made a capital callimprovements on its members, which are FREIT and Rotunda 100, LLC (“Rotunda 100”). FREIT’s share (60%) amounted to approximately $8.7 million, and the Rotunda 100 members’ share (40%) amounted to approximately $5.8 million. FREIT, pursuant to previous agreements, made secured loans to the Rotunda 100 membersexisting properties of approximately $2.1 million towards their share$1.3 million; and (f) net recurring repayment of the $5.8 million capital call. The balance of Rotunda 100’s capital callmortgages of approximately $3.7 million was initially made$1 million; offset by FREIT until it was repaid by Rotunda 100 in August 2014. These loans bear an interest rate(g) proceeds received from maturities of 225 basis points overU.S. Treasury securities of approximately $15.2 million; and (h) proceeds received from the 90 day LIBOR, and had a maturity dateexercise of June 19, 2015. On June 4, 2015, FREIT’s Boardstock options of Trustees approved an extension of the maturity date to occur the earlier of (a) June 19, 2018 or (b) five days after the closing of a permanent mortgage loan secured by the Rotunda property. On December 7, 2017, the Board approved a further extension of the maturity dates of these loans to the date or dates upon which distributions of cash are made by Grande Rotunda, LLC to its members as a result of the refinancing or sale of Grande Rotunda, LLC or the Rotunda property. Rotunda 100 is principally owned by employees of Hekemian & Co., including Allan Tubin, FREIT’s Chief Financial Officer and Treasurer, Robert S. Hekemian, Jr., Chief Executive Officer, President and a Trustee of FREIT, David B. Hekemian, a Trustee of FREIT and certain other members of the immediate family of the late Robert S. Hekemian, FREIT’s former Chairman, Chief Executive Officer and consultant of FREIT. As of October 31, 2020, FREIT and Rotunda 100 have made their required capital contributions of $8.7 million and $5.8 million, respectively. Both FREIT and the Rotunda 100 members are treating their required capital contributions as additional investments in Grande Rotunda, LLC.approximately $1.3 million.

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Table of Contents

In Fiscal 2017, Grande Rotunda LLC incurred substantial expenditures at the Rotunda propertyProperty related to retail tenant improvements, leasing costs and operating expenditures which, in the aggregate, exceeded revenues as the property was still in the rent up phase and the construction loan previously held with Wells Fargo at that time was at its maximum level, resulting inwith no additional funding available to draw. Accordingly, during Fiscal 2017 the equity owners in Grande Rotunda LLC (FREIT with a 60% ownership and Rotunda 100, LLC with a 40% ownership) contributed their respective pro-rata share of any cash needs through loans to Grande Rotunda. In Fiscal 2021, Grande Rotunda LLC. As of October 31, 2020 and October 31, 2019,repaid $7 million to the equity owners in Grande Rotunda based on their respective pro-rata share resulting in a loan repayment to Rotunda 100 LLC has fundedof approximately $2.8 million. On December 30, 2021, the Rotunda Property was sold and Grande Rotunda LLC withrepaid approximately $5.9$31 million and $5.7 million (including accrued interest), respectively, which is includedto the equity owners in “Due to affiliate” on the accompanying consolidated balance sheets.

On February 7, 2018, Grande Rotunda LLC (“Grande Rotunda”) refinanced its $115.3 million constructionresulting in a loan held by Wells Fargo with a new loan held by Aareal Capital Corporation in the amountrepayment to Rotunda 100 of approximately $118.5 million with additional funding available through February 6, 2021 for retail tenant improvements and leasing costs in the amount of $3,380,000. This refinancing paid off the loan previously held by Wells Fargo, funded loan closing costs and paid the amount due to Hekemian Development Resources for a development fee of $900,000 plus accrued interest of approximately $45,000 (See Note 8 to FREIT’s consolidated financial statements for further details on this fee). This loan is secured by the Rotunda property, bears a floating interest rate at 285 basis points over the one-month LIBOR rate and has a maturity date of February 6, 2021 with two one-year renewal options to extend the maturity of this loan, subject to certain requirements as provided for in the loan agreement. As part of this transaction, Grande Rotunda purchased an interest rate cap on LIBOR for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for the first two years of this loan which matured on March 5, 2020. On February 28, 2020, Grande Rotunda purchased an interest rate cap on LIBOR, with an effective date of March 5, 2020, for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for one year. As of October 31, 2020, approximately $118.5 million of this loan facility was drawn down and the interest rate was approximately 2.99%. On November 5, 2020, Grande Rotunda elected to exercise the first extension option on this loan to extend the initial maturity date from February 6, 2021 until February 6, 2022. In order to extend the maturity due date Grande Rotunda must satisfy the following conditions: (a) pay to lender an extension fee of 0.2% of the extended loan balance; (b) certify that no default or events of default exist; (c) extend the interest rate cap to expire on February 6, 2022; and (d) allow lender to obtain an updated appraisal of the property. The principal balance of the amount of the loan to be extended must not exceed a loan-to-value of 62.5%. To the extent the loan-to-value exceeds the 62.5% limit, the loan must be brought in to balance via a loan reduction or by other means satisfactory to the Lender. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended. (See Notes 5 and 6 to FREIT’s consolidated financial statements for further details).

On April 22, 2016, Damascus Centre, LLC was able to take-down a second tranche of its loan held with People’s United Bank in the amount of $2,320,000, of which approximately $470,000 was readily available and the remaining $1,850,000 was held in escrow. In July 2018, these funds totaling $1,850,000 were released from escrow by the bank and became readily available to Damascus, Centre LLC. Damascus Centre, LLC distributed amounts due to FREIT and Damascus 100 and Damascus 100 in turn repaid FREIT the secured loans receivable plus accrued interest in the amount of approximately $1.9$3.3 million.

Credit Line: FREIT’s revolving line of credit provided by the Provident Bank was renewed for a three-year term endingexpiring on October 31, 2023.2026. Draws against the credit line can be used for working capital needs and standby letters of credit. Draws against the credit line are secured by mortgages on FREIT’s Franklin Crossing Shopping Center in Franklin Lakes, New Jersey and retail space in Glen Rock, New Jersey. The total line of credit is $13 million and the interest rate on the amount outstanding iswill be based on a floating interest rate of prime minus 25 basis points with a floor of 3.75%6.75%. During Fiscal 2017, FREIT utilized $3 million of its credit line to fund tenant improvements for new retail tenants at the Rotunda property and repaid this line of credit in full in Fiscal 2018. As of October 31, 2020 and 2019,2023, there was no amount outstanding and $13 million was available under the line of credit. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

Dividend: On October 4, 2023, the Board of Directors of FREIT declared a fourth quarter dividend of $0.05 per share on the common stock to holders of record of said shares at the close of business on December 1, 2023. The payment date for the dividend was December 15, 2023. The Board of Trustees did not declare a dividend during Fiscal 2020. The BoardDirectors will continue to evaluate the dividend on a quarterly basis.


As atof October 31, 2020,2023, FREIT’s aggregate outstanding mortgage debt was $307.2$138.2 million, which bears a weighted average interest rate of 3.84%4.86% and an average life of approximately 3.032 years. FREIT’s fixed rate mortgages are subject to amortization schedules that are longer than the terms 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

2021

2022

2023

2024

2025

2026

2028

2029

($ in millions)

Mortgage "Balloon" Payments

$140.2 (A)

$14.4

$59.8

$9.0

$13.9

$18.6

$10.5

$26.0

(A) Includes the following: (1) loan (with two one-year renewal options) on the Rotunda property located in Baltimore, Maryland with a balloon payment in the amount of approximately $118.5 million which matures on February 6, 2021. On November 5, 2020, Grande Rotunda elected to exercise the first extension option on this loan to extend the initial maturity date from February 6, 2021 until February 6, 2022; and (2) loan on the Westridge Square shopping center located in Frederick, Maryland with a balloon payment in the amount of approximately $21.7 million which matures on January 31, 2021. The lenders of these properties are conducting due diligence on these loan modifications/extensions. Management expects these loans to be modified/extended, however, until such time as a definitive agreement providing for a modification/extension of these loans are entered into, there can be no assurance these loans will be modified/extended.

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Table of Contents

Fiscal Year 202420252026202720282029
($ in millions)        
Mortgage "Balloon" Payments  $16.5 (A)$54.7 (B)$24.5$0.0$10.5$26.0
        
(A)Includes the following:
        
 (1)The loan on an apartment building located in River Edge, New Jersey in the amount of approximately $9 million which came due on December 1, 2023. FREIT is in the process of refinancing this loan with the current lender, Provident Bank.  While the bank is completing its due diligence around this refinancing, Provident Bank has provided a 90-day extension of the maturity date of this loan based on the same terms and conditions of the existing loan agreement. Management expects this loan to be refinanced, however, until such time as a definitive agreement providing for a refinancing of this loan is entered into, there can be no assurance this loan will be refinanced. (See Note 5 to FREIT's consolidated financial statements for additional details.) 
        
 (2)The loan on a property located in Rockaway, New Jersey in the amount of approximately $7.5 million with a maturity date of January 1, 2024. On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of this loan for an additional one year from an initial maturity date of January 1, 2024 to a new maturity date of January 1, 2025. The loan extension would have been based on a fixed interest rate of approximately 7.44%.  On January 11, 2024, FREIT fully repaid this loan with a balance of $7.5 million. This will result in annual debt service savings of approximately $558,000.  (See Note 5 to FREIT's consolidated financial statements for additional details.) 
        
(B)Includes the following:
        
 (1)The loan on the Westwood Plaza shopping center located in Westwood, New Jersey, in the amount of  approximately $16.6 million which had a maturity date of February 1, 2024. On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of this loan for an additional one year from an initial maturity date of January 1, 2024 to a new maturity date of January 1, 2025.  This loan extension will be at a fixed interest rate based on the then corresponding Wall Street Journal Prime Rate (approximately 8.5%). (See Note 5 to FREIT's consolidated financial statements for additional details.) 

The following table shows the estimated fair value and carrying value of FREIT’s long-term debt, net at October 31, 20202023 and 2019:2022: 

($ in Millions) October 31, 2023 October 31, 2022
     
Fair Value $130.8 $132.2
     
Carrying Value, Net$137.1 $138.1


($ in Millions)

October 31, 2020

October 31, 2019

 

Fair Value

$311.4

$352.9

 

Carrying Value, Net

$305.4

$349.9

Fair values are estimated based on market interest rates at the end of each fiscal year and on a discounted cash flow analysis. Changes in assumptions or estimation methods may significantly affect these fair value estimates. The fair value is based on observable inputs (level 2 in the fair value hierarchy as provided by authoritative guidance).

FREIT expects to refinance the individual mortgages with new mortgages or exercise extension options when their terms expire. To this extent, FREIT has 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 October 31, 2020,2023, a 1% interest rate increase would reduce the fair value of FREIT’s debt by $5.8$2.8 million, and a 1% decrease would increase the fair value by $6.1$2.9 million.

Effective February 1, 2023, FREIT continually reviewsentered into a loan extension and modification agreement with Valley National Bank on its debt levels to determine if additional debt can prudently be utilized for property acquisitions for its real estate portfolio that will increase income and cash flow to shareholders.

On September 30, 2020, Westwood Hills, LLC (“Westwood Hills”), a consolidated subsidiary, refinanced its $19.2 million loan (which would have matured on November 1, 2020) with a new loan held by ConnectOne Bank in the amount of $25,000,000, with additional funding available in the amount of $250,000 for legal fees potentially incurred by the lender related to the lis pendens on this property. (See Note 14 to FREIT’s consolidated financial statements for additional details.) This loan secured by an apartment buildingthe Westwood Plaza shopping center in Westwood, New Jersey is interest-only based on a floating rate at 400 basis points over the one-month LIBOR rate with a floorthen outstanding balance of 4.15%approximately $16,864,361. Under the terms and has aconditions of this loan extension and modification, the maturity date of Octoberthe loan was extended for a term of one (1) year from February 1, 20222023 to February 1, 2024 with the option of Westwood HillsFREIT to extend for two (2)one additional six (6)-month periodsyear from the extended maturity date, subject to certain provisions of the loan agreement. The loan is based on a fixed interest rate of 7.5% and is payable based on monthly installments of principal and interest of approximately $157,347. Additionally, FREIT funded an interest reserve escrow account (“Escrow”) at closing representing the annualized principal and interest payments for one (1) year, amounting to approximately $1,888,166. This Escrow is held at Valley National Bank and in the event of a default on this loan, the bank shall be permitted to use the proceeds from the escrow account to make monthly debt service payments on the loan. On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of this loan for one additional year from an initial maturity date of February 1, 2024 to a new maturity date of February 1, 2025. This loan extension will be at a fixed interest rate based on the then corresponding Wall Street Journal Prime Rate (approximately 8.5%). (See Note 5 to FREIT’s consolidated financial statements for further details.)

On March 1, 2023, Westwood Hills, LLC (“Westwood Hills”) exercised its right, pursuant to the loan agreement, to extend the term of its $25,000,000 loan on its residential property located in Westwood, New Jersey, for an additional six (6) months to a new maturity date of October 1, 2023 on the same terms and conditions as stated in the loan agreement. On August 3, 2023, Westwood Hills refinanced its $25,000,000 loan (which would have matured on October 1, 2023) with a new loan held by Minnesota Life Insurance Company in the amount of $25,500,000. This loan is based on a fixed interest rate of 6.05%, provides for monthly payments of principal and interest of $153,706 and has a term of three years with a maturity date of September 1, 2026. This refinancing resulted in: (i)in a changedecrease in the annual interest rate from a fixedvariable interest rate of 4.62%approximately 9.21% (at the time of the refinancing) to a variablefixed interest rate of 6.05% and annual debt service savings of approximately $535,000. (See Note 5 to FREIT’s consolidated financial statements for further details.)

On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of its $7.5 million loan on its property located in Rockaway, New Jersey, for an additional one year from an initial maturity date of January 1, 2024 to a new maturity date of January 1, 2025. The loan extension would have been based on a fixed interest rate of approximately 7.44%. On January 11, 2024, FREIT fully repaid this loan with a floorbalance of 4.15% and (ii) net refinancing proceeds$7.5 million. This will result in annual debt service savings of approximately $5.6 million that were distributed to the partners in Westwood Hills with FREIT receiving approximately $2.2 million based on its 40% membership interest in Westwood Hills. As of October 31, 2020, approximately $25,000,000 of this loan was drawn and outstanding.$558,000. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

On August 26, 2019, Berdan Court, LLC (“Berdan Court”), (owned 100% by FREIT), refinanced its $17 million loan (which matured on SeptemberDecember 1, 2019) with2023, the lender in the amount of $28,815,000. This loan,mortgage secured by an apartment building located in Wayne,River Edge, New Jersey in the amount of approximately $9 million came due. FREIT is in the process of refinancing this loan with the current lender, Provident Bank. While the bank is completing its due diligence around this refinancing, Provident Bank has provided a term of ten years and bears a fixed interest rate equal to 3.54%. Interest-only payments are required each month for the first five years90-day extension of the term and thereafter, principal payments plus accrued interest will be required each month through maturity. This refinancing resulted in: (i) a reduction in the annual interest rate from a fixed rate of 6.09% to a fixed rate of 3.54% and (ii) net refinancing proceeds of approximately $11.6 million which can be used for capital expenditures and general corporate purposes. (See Note 5 to FREIT’s consolidated financial statements for additional details.)

On April 3, 2019, WestFREIT, Corp. (owned 100% by FREIT) exercised its option to extend its loan held by M&T Bank, with a then outstanding balance of approximately $22.5 million, for twelve months. Effective beginning on June 1, 2019, the extensionmaturity date of this loan secured by the Westridge Square shopping center, required monthly principal payments of $47,250 plus interest based on a floating interest rate equal to 240 basis points over the one-month LIBOR and had a maturity date of May 1, 2020 which was extended to November 1, 2020. This loan has been further extended with a new maturity date of January 31, 2021 under the same terms and conditions of the existing agreement while the lender is in discussions with the Company regarding a further modification and extension of this loan.loan agreement. Management expects thethis loan to be extended,refinanced, however, until such time as a definitive agreement providing for a modification and extensionrefinancing of thethis loan is entered into, there can be no assurance thethis loan will be modified and extended. (See Note 5 to FREIT’s consolidated financial statements for additional details.)refinanced.

On December 7, 2017, Station Place on Monmouth, LLC (owned 100% by FREIT) closed on a mortgage loan in the amount of $12,350,000 held by Provident Bank to purchase the Station Place property in Red Bank, New Jersey. Interest-only payments are required each month for the first two years of the term and thereafter, principal payments plus accrued interest will be required each month through maturity. The loan bears a floating interest rate equal to 180 basis points over the one-month BBA LIBOR with a maturity date of December 15, 2027. In order to minimize interest rate volatility during the term of the loan, Station Place on Monmouth, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 4.35% 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. On January 21, 2019, Station Place on Monmouth, LLC entered into a modification agreement with Provident Bank to modify the loan’s Debt Service Coverage Ratio covenants. (See Note 5 to FREIT’s consolidated financial statements.)

Interest rate swap contracts: 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. FREIT enters into these swap contracts

with a counterparty that is usually a high-quality commercial bank. In essence, FREIT agrees to pay its counterparties a fixed rate of interest on a dollar amount of notional principal (which generally corresponds to FREIT’s mortgage debt) over a term equal to the term of the mortgage notes. FREIT’s counterparties, in return, agree to pay FREIT a short-term rate of interest - generally LIBOR - on that same notional amount over the same term as the mortgage notes.

FREIT hashad variable interest rate loans secured by its Damascus Centre LLC (“Damascus Centre”),and Wayne PSC LLC (“Wayne PSC”), FREITproperties and currently has variable interest rate loans secured by its Regency LLC (“Regency”) and Station Place on Monmouth, LLC (“Station Place”) properties. To reduce interest rate fluctuations, FREIT entered into interest rate swap contracts for each of these loans. These interest rate swap contracts effectively converted variable interest rate payments to fixed interest rate payments. The contracts were based on a notional amount of approximately $22,320,000$16,200,000 ($18,869,00014,254,000 at October 31, 2020)2023) for the Damascus Centre swaps, a notional amount of approximately $16,200,000 ($15,255,000 at October 31, 2020) for the Regency swap, a notional amount of approximately $25,800,000 ($23,078,000 at October 31, 2020) for the Wayne PSC swap and a notional amount of approximately $12,350,000 ($12,181,00011,521,000 at October 31, 2020)2023) for the Station Place swap. On January 10, 2022, the property owned by Damascus Centre was sold and a portion of the proceeds from the sale was used to pay off the $18.2 million then outstanding balance of the underlying loan and the corresponding swap breakage fees of approximately $213,000 related to the early termination of the interest rate swap contracts on this loan which was included as interest expense on the accompanying consolidated statement of income for the year ended October 31, 2022. (See Note 2 to FREIT’s consolidated financial statements for further details on the sale of this property.) On June 17, 2022, Wayne PSC terminated its interest rate swap contract on its underlying loan held with People’s


United Bank, which had a maturity date of October 2026, for a settlement amount of approximately $1.4 million. People’s United Bank held the proceeds from this settlement in escrow until the underlying loan was paid off in July 2022 and has been included as a realized gain on interest rate swap termination on the accompanying consolidated statement of income for the year ended October 31, 2022. (See Note 6 to FREIT’s consolidated financial statements for further details.)

Interest rate cap contract: To limit exposure on interest rate volatility, FREIT uses an interest rate cap contract to cap a floating interest rate at a set pre-determined rate. FREIT enters into cap contracts with a counterparty that is usually a high-quality commercial bank. In essence, so long as the floating interest rate is below the cap rate, FREIT agrees to pay its counterparties a variable rate of interest on a dollar amount of notional principal (which generally corresponds to FREIT’s mortgage debt). Once the floating interest rate rises above the cap rate, FREIT’s counterparties, in return, agree to pay FREIT a short-term rate of interest above the cap on that same notional amount.

FREIT hashad a variable interest rate loan secured by its Rotunda property. As partProperty. On December 30, 2021, the Rotunda Property owned by Grande Rotunda was sold, a portion of the refinancingproceeds from the sale was used to pay off the $116.5 million then outstanding balance of Grande Rotunda, LLC’s (Grande Rotunda) constructionthe underlying loan held by Wells Fargo with a new loan from Aareal Capital Corporation, Grande Rotunda, LLC purchased anand the corresponding interest rate cap on LIBOR for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR ratematured with no settlement due at 3%maturity. (See Note 2 to FREIT’s consolidated financial statements for the first two years of this loan which matured on March 5, 2020. On February 28, 2020, Grande Rotunda purchased an interest rate cap on LIBOR, with an effective date of March 5, 2020, for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for one year. The cap contract was based on a notional amount of approximately $121,900,000 ($121,900,000 at October 31, 2020) and a term of one year with the loan being hedged against having a balance of approximately $118,520,000 and a remaining term of one year.further details.)

In accordance with ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities to Accounting Standards Codification Topic 815, Derivatives and Hedging ("ASC 815")” which was adopted by FREIT in the first quarter of Fiscal 2020 (see Note 1 to FREIT’s consolidated financial statements for further details), FREIT marks-to-market its interest rate swap and cap contracts. 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. The interest rate swaps and cap are accounted for as cash flow hedges with the corresponding gains or losses on these contracts not affecting FREIT’s consolidated statementsstatement of income; changes in the fair value of these cash flow hedges will be reported in other comprehensive income and appear in the equity section of the consolidated balance sheet. This gain or loss represents the economic consequence of liquidating fixed rate swaps or the cap contract and replacing them with like-duration funding at current market rates, something we would likely never do. Periodic cash settlements of these contracts will be accounted for as an adjustment to interest expense. In Fiscal 2019, prior to the adoption of ASU 2017-12, the Grande Rotunda interest rate cap which matured on March 5, 2020 was, for accounting purposes, deemed to be an ineffective cash flow hedge with a corresponding gain or loss being recorded in FREIT’s consolidated statements of income.

FREIT has the following derivative-related risks with its swap and cap contracts (“contract”): 1) early termination risk, and 2) counterparty credit risk.

Early Termination Risk: If FREIT wants to terminate its 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 contract’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 October 31, 2020,2023, the swap contracts for Damascus Centre, Regency and Station Place and Wayne PSC were in the counterparties’FREIT’s favor. If FREIT had terminated these contracts at that date, it would have realized lossesa gain of approximately $0 for the Grande Rotunda cap, $610,000 for the Damascus Centre swaps, $1,385,000$459,000 for the Regency swap $1,669,000and $877,000 for the Station Place swap and $1,260,000 for the Wayne PSC swap all of which have been included as a liability in FREIT’s consolidated balance sheet as at October 31, 2020.2023. The change in the fair value for the contract (gain or loss) during such period has been included in comprehensive income (loss) and for the yearyears ended October 31, 2020,2023 and 2022, FREIT recorded an unrealized loss of approximately $2,798,000$73,000 and an unrealized gain of $3,717,000, respectively, in the consolidated statement of comprehensive income.

In Fiscal 2019, FREIT was accounting for its interest rate swaps and cap contract in accordance with ASC 815, “Accounting for Derivative Instruments and Hedging Activities”. (See Notes 1 and 6 to FREIT’s consolidated financial statements for additional details). For the year ended October 31 2019, FREIT recorded an unrealized loss of $6,400,000 in the consolidated statement of comprehensive loss representing the change in fair value of the swaps

42


Table of Contents

during such period. For the year ended October 31, 2019, FREIT recorded an unrealized loss in the consolidated statement of income of approximately $160,000 for Grande Rotunda’s interest rate cap (which matured on March 5, 2020) representing the change in the fair value of this ineffective cash flow hedge during such period. As of October 31, 2019, the fair value of the Grande Rotunda interest rate cap contract was $0.

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


FREIT’s total contractual obligations under its line of credit and mortgage loans in place as of October 31, 20202023 are as follows:

CONTRACTUAL OBLIGATIONS-PRINCIPAL

(in thousands of dollars)

Within

2 - 3

4 - 5

After 5

Total

One Year

Years

Years

Years

Long-Term Debt

Annual Amortization

$

14,945

$

3,188

$

4,944

$

3,174

$

3,639

Balloon Payments

292,295

140,200

74,149

22,915

55,031

Total Long-Term Debt*

$

307,240

$

143,388

$

79,093

$

26,089

$

58,670

*Includes deferred interest in the amount of approximately $360,000. See Note 5 to FREIT's consolidated financials for additional details.

CONTRACTUAL OBLIGATIONS-PRINCIPAL  
(in thousands of dollars)  
  Within 2 - 3 4 - 5 After 5
  Total One Year Years Years Years
Long-Term Debt                    
Annual Amortization $5,955  $1,428  $2,522  $1,490  $515 
Balloon Payments  132,224   16,522(A)  79,239(B)  10,472   25,991 
Total Long-Term Debt * $138,179  $17,950  $81,761  $11,962  $26,506 

*Includes deferred interest in the amount of approximately $222,000.  See Note 5 to FREIT's consolidated financials for additional details.

(A)Includes the following:

(1)The loan on an apartment building located in River Edge, New Jersey in the amount of approximately $9 million which came due on December 1, 2023. FREIT is in the process of refinancing this loan with the current lender, Provident Bank.  While the bank is completing its due diligence around this refinancing, Provident Bank has provided a 90-day extension of the maturity date of this loan based on the same terms and conditions of the existing loan agreement. Management expects this loan to be refinanced, however, until such time as a definitive agreement providing for a refinancing of this loan is entered into, there can be no assurance this loan will be refinanced. (See Note 5 to FREIT's consolidated financial statements for additional details.) 

(2)The loan on a property located in Rockaway, New Jersey in the amount of approximately $7.5 million with a maturity date of January 1, 2024. On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of this loan for an additional one year from an initial maturity date of January 1, 2024 to a new maturity date of January 1, 2025.  The loan extension would have been based on a fixed interest rate of approximately 7.44%. On January 11, 2024, FREIT fully repaid this loan with a balance of $7.5 million. This will result in annual debt service savings of approximately $558,000.  (See Note 5 to FREIT's consolidated financial statements for additional details.) 

(B) Includes the following:

(1)The loan on the Westwood Plaza shopping center located in Westwood, New Jersey, in the amount of approximately $16.6 million which had a maturity date of February 1, 2024. On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of this loan for an additional one year from an initial maturity date of January 1, 2024 to a new maturity date of January 1, 2025.  This loan extension will be at a fixed interest rate based on the then corresponding Wall Street Journal Prime Rate (approximately 8.5%). (See Note 5 to FREIT's consolidated financial statements for additional details.) 

FREIT’s annual estimated cash requirements related to interest on its line of credit and mortgage loans in place as of October 31, 20202023 are as follows:

INTEREST OBLIGATIONS          
(in thousands of dollars)          
  Within 2 - 3 4 - 5 After 5
  Total One Year Years Years Years
           
Interest on Fixed Rate Debt (B) $16,710  $5,778(A) $7,531  $2,537  $864 
Interest on Variable Rate Debt               
Total Interest Obligations $16,710  $5,778  $7,531  $2,537  $864 

(A)Includes interest on the loan on a property located in Rockaway, New Jersey in the amount of approximately $7.5 million which FREIT fully repaid on January 11, 2024. (See Note 5 to FREIT's consolidated financial statements for additional details.) 

(B)Interest on the loan on the Westwood Plaza property is calculated based on an estimate of 8.5%.


INTEREST OBLIGATIONS

(in thousands of dollars)

Within

2 - 3

4 - 5

After 5

Total

One Year

Years

Years

Years

 

Interest on Fixed Rate Debt

$

24,685

$

5,308

$

8,906

$

4,949

$

5,522

Interest on Variable Rate Debt (1) (2)

7,203

4,724

2,479

Total Interest Obligations

$

31,888

$

10,032

$

11,385

$

4,949

$

5,522

(1) Interest based on rates as of October 31, 2020

(2) Since management expects the loan on the Rotunda property to be extended through February 6, 2022 and the loan on the Westridge Square shopping center to be extended for at least one year through January 31, 2022, an estimate of interest expense was included (See Note 5 to FREIT’s consolidated financial statements for additional details.)

ADJUSTED FUNDS FROM OPERATIONS

Funds From Operations (“FFO”) is a non-GAAP measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”). FREIT does not include sources or distributions from equity/debtdebt/capital gain sources in its computation of FFO. 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 its decision making process. These adjustments to GAAP net income are straight-line rents and recurring capital improvements on FREIT’s residential apartments. The modified FFO computation is referred to as Adjusted Funds From Operations (“AFFO”). FREIT believes that AFFO is a superior measure of its operating performance. FREIT computes FFO and AFFO as follows:

Years Ended October 31,

 Years Ended October 31,

2020

2019

2018

 2023 2022 2021

(In Thousands, Except Per Share)

 (In Thousands, Except Per Share)

Funds From Operations ("FFO") (a)

            

Net income

$

17,320

$

1,793

$

966

Net (loss) income $(575) $69,244  $1,047 

Depreciation of consolidated properties

10,341

11,339

11,515

  2,944   3,995   9,300 

Tenant improvement write-off due to COVID-19

7,277

Amortization of deferred leasing costs

730

611

739

  103   133   544 

Distributions to minority interests

(583

)(b)

(686

)

(626

)(c)

Distributions to non-controlling interests  (240)(b)  (735)(c)  (1,350)
Net loss (gain) on sale of Maryland properties  1,003   (68,771)   
Net gain on Wayne PSC interest rate swap termination     (1,415)   

Adjustment to loss in investment in tenancy-in-common for depreciation

933

  1,438   1,419   1,408 

Gain on sale of property

(836

)

Gain on deconsolidation of subsidiary

(27,680

)

            

FFO

$

8,338

$

12,221

$

12,594

 $4,673  $3,870  $10,949 

            
Per Share - Basic $0.63  $0.55  $1.56 
Per Share - Diluted $0.63  $0.54  $1.56 
            
(a) As prescribed by NAREIT.(a) As prescribed by NAREIT.
(b) FFO excludes the additional distribution of proceeds to non-controlling interests in the amount of approximately $3.3 million related to the sale of the Damascus and Rotunda properties. See Note 2 to FREIT's consolidated financial statements for further details.(b) FFO excludes the additional distribution of proceeds to non-controlling interests in the amount of approximately $3.3 million related to the sale of the Damascus and Rotunda properties. See Note 2 to FREIT's consolidated financial statements for further details.
(c) FFO excludes the distribution of proceeds to non-controlling interests in the amount of approximately $19.4 million related to the sale of the Damascus and Rotunda properties. See Note 2 to FREIT's consolidated financial statements for further details.(c) FFO excludes the distribution of proceeds to non-controlling interests in the amount of approximately $19.4 million related to the sale of the Damascus and Rotunda properties. See Note 2 to FREIT's consolidated financial statements for further details.
            
Adjusted Funds From Operations ("AFFO")            
FFO $4,673  $3,870  $10,949 
Deferred rents (Straight lining)  100   (18)  230 
Capital Improvements - Apartments  (532)  (1,034)  (625)
AFFO $4,241  $2,818  $10,554 
            

Per Share - Basic and Diluted

$

1.19

$

1.76

$

1.83

 $0.57  $0.40  $1.50 
            
Weighted Average Shares Outstanding:            
Basic  7,441   7,055   7,019 
Diluted  7,447   7,132   7,022 

(a) As prescribed by NAREIT.

(b) FFO excludes the distribution of proceeds to minority interest in the amount of approximately $3.3 million related to the refinancing of the loan for the Westwood Hills property. See Note 5 to the consolidated financial statements for further details.

(c) FFO excludes the distribution of proceeds to minority interest in the amount of approximately $6 million related to the refinancing of the loan for the Pierre Towers property (previously owned by S And A Commercial Associates Limited Partnership) which in Fiscal 2018 was a consolidated subsidiary and the distribution of funds to minority interest in the amount of approximately $1.6 million received from Damascus Centre, LLC for funds which were previously held in escrow. See Note 5 to the consolidated financial statements for further details.

Adjusted Funds From Operations ("AFFO")

FFO

$

8,338

$

12,221

$

12,594

Deferred rents (Straight lining)

397

(410

)

(605

)

Capital Improvements - Apartments

(347

)

(685

)

(738

)

AFFO

$

8,388

$

11,126

$

11,251

 

Per Share - Basic and Diluted

$

1.20

$

1.60

$

1.63

 

Weighted Average Shares Outstanding:

Basic

6,992

6,940

6,883

Diluted

6,994

6,940

6,883

FFO and AFFO do not represent cash generated from operating activities in accordance with GAAP, 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, and therefore FREIT’s FFO and AFFO may not be directly comparable to those of other REITs.

STOCK OPTION PLAN


On March 4, 2019, the Board approved the grant of an aggregate of 5,000 non-qualified share options under the Plan to the Chairman of the Board. The options have an exercise price of $15.00 per share, will vest in equal annual installments over a 5-year period and will expire 10 years from the date of grant, which will be March 3, 2029. (See Note 10 to FREIT’s consolidated financial statements for further details.)

DISTRIBUTIONS TO SHAREHOLDERSSTOCKHOLDERS

Since its inception in 1961, FREIT has elected to be treated as a REIT for federal income tax purposes. In order to qualify as a REIT, FREIT must satisfy a number of highly technical and complex operational requirements of the Internal Revenue Code, including a requirement that FREIT must distribute to its shareholdersstockholders at least 90% of its REIT taxable income. Although cash used to make distributions reduces amounts available for capital investment, FREIT generally intends to distribute not less than the minimum of REIT taxable income necessary to satisfy the applicable REIT requirement as set forth in the Internal Revenue Code. With respect to the Jobs and Growth Tax Relief Reconciliation Act of 2003, the reduction of the tax rate on dividends does not apply to FREIT dividends other than capital gains dividends, which are subject to capital gains rates. FREIT’s policy is to pass on at least 90% of its ordinary taxable income to shareholders.stockholders. FREIT’s taxable income is untaxed at the trustFREIT level to the extent distributed to shareholders.stockholders. FREIT’s dividends of ordinary taxable income will be taxed as ordinary income to its shareholdersstockholders and FREIT’s capital gains dividends will be taxed as capital gains to its shareholders.stockholders. FREIT’s Board of Trustees evaluates the dividend to be declared/paid (if any) on a quarterly basis.

The following tables list the quarterly dividends declared for the three most recent fiscal years and the dividends as a percentage of taxable income for those periods.

Fiscal Years Ended October 31,

 Fiscal Years Ended October 31,

2020

2019

2018

 2023 2022 2021

First Quarter

$

$

0.150

$

 $0.05  $0.10  $0.05 

Second Quarter

$

$

0.125

$

0.05

 $0.05  $0.10  $0.05 

Third Quarter

$

$

0.125

$

0.05

 $0.30  $  $0.05 

Fourth Quarter

$

$

0.200

$

0.05

 $0.05  $9.00  $0.10 

Total For Year

$

$

0.600

$

0.15

 $0.45  $9.20  $0.25 

(in thousands of dollars)

Dividends

as a % of

Taxable Income

Fiscal

Year

Per

Share

Total

Dividends

Ordinary

Income-Tax Basis

Capital Gain

Income-Tax Basis

Taxable

Income

2020

$

$

$

*

$

$

*

0.0

%

2019

$

0.60

$

4,173

$

4,073

$

100

$

3,877

107.6

%

2018

$

0.15

$

1,035

$

1,035

$

$

630

164.3

%

*Estimated

    (in thousands of dollars) Dividends
Fiscal Per Total Ordinary Capital Gain Taxable as a % of
Year Share Dividends Income-Tax Basis Income-Tax Basis Income Taxable Income
 2023  $0.45  $3,520  $* $* $*  0.0% 
 2022  $9.20  $65,163  $  $45,333  $45,333   143.7% 
 2021  $0.25  $1,755  $1,900  $  $1,900   92.4% 
 *Estimated                         

INFLATION

Inflation can impact the financial performance of FREIT in various ways. FREIT’s 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 normallygenerally for a one-year term, which may allow FREIT to seek increased rents as leases renew or when new tenants are obtained, subject to prevailing market conditions.

ITEM 7AQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7AQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Liquidity and Capital Resources” and “Segment Information” in Item 7 above.

ITEM 8FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and supplementary data of FREIT are submitted as a separate section of this Form 10-K. See "Index to Consolidated Financial Statements" on page 7068 of this Form 10-K.

ITEM 9CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


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ITEM 9ACONTROLS AND PROCEDURES

ITEM 9A CONTROLS AND PROCEDURES

At the endEvaluation of the period covered by this report, we carried out an evaluation of the effectiveness of the designDisclosure Controls and operation of FREIT’s disclosure controls and procedures. This evaluation was carried outProcedures

Our management, under the supervision and with the participation of FREIT’s management, including FREIT’sour Chief Executive Officer and Chief Financial Officer, who concluded that FREIT’shas evaluated the effectiveness of our disclosure controls and procedures are effective as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the fourth fiscal quarter ended October 31, 2020. There have been no significant changes in FREIT’s internal controls or in other factors which could significantly affect internal controls subsequent to the date we carried out2023. Based on that evaluation, our evaluation.

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 have concluded that, as appropriate,of the time of this review, our disclosure controls and procedures were not effective in providing reasonable assurance that information required to allow timely decisions regarding required disclosure.be reported by management or disclosed by us in the reports that we file or submit under the Exchange Act was properly recorded.

Management’s Annual Report on Internal Control Overover Financial Reporting — FREIT’s management, under the supervision of FREIT’s Chief Executive Officer and Chief Financial Officer,

Management is responsible for establishing and maintaining adequate internal control over financial reporting, (asas such term is defined in Rule 13a-15(f) orExchange Act Rules 13a15(f) and 15d-15(f) under the Exchange Act). Management evaluated the effectivenessBecause of FREIT’sits inherent limitations, internal control over financial reporting based onmay not prevent or detect material misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the framework in Internal Control — Integrated Framework (2013) issued bydegree of compliance with the Committee of Sponsoring Organizations ofpolicies or procedures may deteriorate. Under the Treadway Commission. Based on that evaluation, management has concluded that FREIT’s internal control over financial reporting was effective as of October 31, 2020.

Changes in Internal Control Over Financial Reporting — FREIT’s management,supervision and with the participation of FREIT’sour management, including our Chief Executive Officer and Chief Financial Officer, haswe have evaluated whether any change in FREIT’sthe effectiveness of our internal control over financial reporting occurredand concluded our internal control over financial reporting was not effective during the fiscal quarters within our fiscal year ended October 31, 2023, due to the material weakness described below.

Material Weakness

We have concluded that there is a material weakness in our system of internal control over financial reporting (“ICFR”), pertaining to the accounting and classification of our investment in U.S. Treasury securities. This deficiency was discovered in the normal course of our internal reviews, had no material impact on our income statement, required no changes to our prior year’s audited financial statements, did not alter the opinion of our independent auditors, and we believe would not have significantly influenced the decisions of users of these financial statements. However, if not remediated, this deficiency could materially and adversely affect our future ability to timely and accurately report our financial position, results of operations and cash flows.

We have identified the following deficiency relating to our control environment around the accounting and classification of our investment in U.S. Treasury securities:

There was no formalized control designed for the review of investment activity to ensure proper classification and accounting treatment for investments in debt securities under generally accepted accounting principles of ASC 320 as it relates to the balance sheet classification of our investment in U.S. Treasury securities.
This control deficiency resulted in our investment in U.S. Treasury securities with a maturity of greater than three months being classified inaccurately as cash equivalents rather than as investments during the fiscal quarters ended January 31, 2023, April 30, 2023 and July 31, 2023 within our fiscal year ended October 31, 2023.

While this control deficiency was uncovered during the fourth quarter of Fiscal 2020. Based onour fiscal year ended October 31, 2023 and did not result in material changes to the income statement for the quarters referenced above, it did result in material incorrect classifications to the unaudited balance sheet and unaudited cash flow statements for those quarters.

Remediation Plan

Our management is committed to maintaining a strong internal control environment and implementing measures designed to help ensure that evaluation,the material weakness identified in this report is remediated. With respect to the material weakness pertaining to risk assessment, control activities and monitoring of the control environment components of the internal control, management concludeddeveloped and is implementing remediation plans to address this material weakness. Such plans and measures include, among other things:

Establishing a hierarchy of review of our investment portfolio with the appropriate complement of management employees;

Improve communication between our accounting group and our treasury group to more quickly alert the accounting group of investments being made; and

Implementing intensive review policies and procedures to be performed at an appropriate time and level.


Management believes the measures described above and others that may be implemented should remediate the material weakness that we have identified. As management continues to evaluate and improve ICFR, we may decide to take additional measures to address control deficiencies to modify certain of the remediation measures described above.

Changes in Internal Control over Financial Reporting

Other than the material weakness identified above, there has beenwere no changechanges in FREIT’sour internal control over financial reporting during the fourthour last fiscal quarter of Fiscal 2020 that hashave materially affected, or isare reasonably likely to materially affect, FREIT’sour internal control over financial reporting.

ITEM 9BOTHER INFORMATION

ITEM 9B OTHER INFORMATION

None.

ITEM 9CDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.


46PART III


PART III

ITEM 10DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and TrusteesDirectors

The executive officers and trusteesdirectors of the TrustFREIT are as follows:

Name

Age

Position(s)

Robert S. Hekemian, Jr.

64

61

Chief Executive Officer, President and Trustee

Director

Ronald J. Artinian

75

72

Chairman of the Board and Trustee

Director

David F. McBride, Esq.

76

73

Trustee

Director

John A. Aiello, Esq.

74

71

Executive Secretary, Secretary and Trustee

Director

Justin F. Meng

45

42

Trustee

Director

David B. Hekemian

57

54

Trustee

Director

Richard J. Aslanian

63

60

Trustee

Director

Allan Tubin

85

82

Chief Financial Officer and Treasurer

There are no family relationships among the members of the FREIT Board of TrusteesDirectors (the “Board”) and the executive officers, except that Robert S. Hekemian, Jr., Chief Executive Officer, President and a trusteedirector of the Trust,FREIT, and David B. Hekemian, a trustee,director of FREIT, are siblings and the sons of the late Robert S. Hekemian, the Trust’sFREIT’s former Chairman and Chief Executive Officer and the former Chairman and Chief Executive Officer of Hekemian & Co., Inc., the Trust’sFREIT’s managing agent (“Hekemian & Co.”).

During the past five years, none of the trusteesdirectors or executive officers of the TrustFREIT have served as directors of any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended, except Robert S. Hekemian, Jr., who was a director of Oritani Financial Corp. (ORIT), the holding company for Oritani Bank, of which he was also a director, until Oritani Financial Corp. merged into Valley National Bancorp in December 2019, and Ronald J. Artinian, who served as a director of CommonWealth REIT (now known as Equity Commonwealth) during 2014, and The Reserve, The Reserve Primary Fund in Liquidation and The Reserve Yield Plus Fund in Liquidation, which are registered investment companies, from 2006 to 2016.director.

Each of the executive officers of the TrustFREIT serves in his office(s) until such time as his successor is elected and qualified.

Biographical Information

Robert S. Hekemian, Jr. has served as a trusteedirector since 2007, and he was appointed as Chief Executive Officer of the TrustFREIT in April 2018 following the retirement of the late Robert S. Hekemian as Chairman and Chief Executive Officer of the Trust.FREIT. Mr. Hekemian was additionally appointed to the office of President of the TrustFREIT in February 2019. Mr. Robert Hekemian, Jr.’sHekemian’s current term as a member of the Board is scheduled to expire in April 2023at the 2026 annual meeting of FREIT’s stockholders and his term as President and Chief Executive Officer will expire at such time as his successor qualifies and is appointed and qualifies.appointed. Mr. Hekemian has been involved in real estate activities for over 3540 years, including property management, leasing, mortgage financing, construction and acquisitions of multifamily residential and commercial properties located throughout the Northeast and Mid-Atlantic regions of the United States. He has served as President and Chief OperatingExecutive Officer of Hekemian & Co. since 2021. From 2004 to 2020, Mr. Hekemian served as President and is a member of the Executive CommitteeChief Operating Officer of Hekemian & Co. From 1983 to 2003, Mr. Hekemian served as Executive Vice President of Hekemian & Co. Mr. Hekemian is principally responsible for identifying real estate acquisitions and evaluating the performance of the real estate properties managed by Hekemian & Co. with a view toward maintaining or altering management and/or leasing strategies.strategic decision making. Mr. Hekemian formerly served on the Board of Oritani Bank and was Chair of the Loan Committee. Mr. Hekemian is a member of the Board of Governors, Hackensack Meridian SchoolUniversity Medical Center and a former director of Medicine at Seton Hall University.the Hackensack University Medical Center Foundation. He formerly served on the Board of the New York Philharmonic and was the former Chairman of the Bergen County Community College Foundation. Mr. Hekemian was appointed Condemnation Commissioner by the State of New Jersey and has served on various corporate and charitable committees. He was alsois a formerBoard Member of the BoardMeridian School of Governors, HackensackMedicine and Chairs the Student Affairs Committee. Mr. Hekemian earned a Bachelor of Science in Business Administration from American University Medical Center, and graduated as a former trusteeMIT Sloan Fellow from the MIT Sloan School with a Master of the Hackensack University Medical Center Foundation.Science in Management.

Ronald J. Artinian has served as a trusteedirector since 1992, and he was appointed as Chairman of the TrustFREIT in April 2018 following the retirement of the late Robert S. Hekemian as Chairman and Chief Executive Officer of the Trust.FREIT. Mr. Artinian’s current term as a member of the Board is scheduled to expire in April 2022,at the 2025 annual meeting of FREIT’s stockholders and his term as Chairman


will expire at such time as his successor qualifies and is appointed and qualifies.appointed. Mr. Artinian worked in the financial services industry for 26 years, including with Smith Barney, Inc. from 1989 to 1998, where Mr. Artinian held positions as an Executive Vice President, Managing Director and National Sales Manager. Mr. Artinian retired from Smith Barney in January 1998 in order to pursue other business

interests as a private investor. Mr. Artinian joined the board of The Reserve, a money market fund, in 2007 and served as lead independent director from March 2009 through December 2016. Mr. Artinian earned a Bachelor of Arts in English from the University of Pennsylvania and a Master of Business Administration from the University of Pennsylvania, Wharton School.

David F. McBride, Esq. has served as a trusteedirector since 2007. His current term as a member of the Board is scheduled to expire in April 2023.at the 2026 annual meeting of FREIT’s stockholders. Mr. McBride has over 45 years of diversified real estate experience. He is the Chief Executive Officer of McBride Enterprises, Inc., a family-owned real estate company started in 1898. Mr. McBride was responsible for the development of numerous office and industrial properties, as well as residential projects in Northernnorthern New Jersey. He also oversaw the operations of his family’s general construction company, the Alpert P. Schmidt Construction Company, civil engineering firm, Urban Planning and Engineering Company, and commercial brokerage firm, McBride Corporate Real Estate. Mr. McBride was also instrumental in forming the Keystone Property Trust (NYSE) in 1998 and served as its Chairman of the Boardits board until its sale to ProLogis (NYSE) in 2004. Mr. McBride has also been a Partner in and is presently Of Counsel to the law firm of Harwood Lloyd, LLC, specializing in real estate matters. Since 1998, Mr. McBride has also served as the Chairman and President of the Mountain Club Inc., t/a The High Mountain Golf Club. Mr. McBride also served on the Advisory Board of the McDonough School of Business at Georgetown University from 2008 to 2018. Mr. McBride earned a Bachelor of Arts in Economics from Georgetown University and a Juris Doctor from the Georgetown University Law School.

John A. Aiello, Esq. has served as the Secretary and Executive Secretary of the TrustFREIT since 2003 and as a memberdirector of the Board since December 2015. His current term as a member of the Board of Trustees is scheduled to expire at the 2024 annual meeting of the Trust’s shareholders.FREIT’s stockholders. Mr. Aiello is an officer and shareholder of the law firm of Giordano, Halleran & Ciesla, P.C., where he has practiced law for 4648 years. He is Chairman of the law firm’s Corporate and Securities practice group and concentrates his practice on corporate and securities law matters, including mergers and acquisitions and various corporate finance transactions. See the section entitled “Certain Relationships and Related Party Transactions; TrusteeDirector Independence”. Mr. Aiello is an emeritus member and former Chairman of the Board of Directors of the Business Law Section of the New Jersey State Bar Association and a former member of the Board of Directors of the New Jersey chapter of the Association for Corporate Growth, a non-profit organization of professionals and business leaders in the middle market mergers and acquisitions space. Mr. Aiello is also a member of the Advisory Board of the Leon Hess School of Business of Monmouth University. Mr. Aiello graduated cum laude with a Bachelor of Science in Finance from the University of Pennsylvania, Wharton School and earned a Juris Doctor degree from the Georgetown University Law School.

Justin F. Meng has served as a trusteedirector since February 2016.  His current term as a member of the Board is scheduled to expire in April 2022.at the 2025 annual meeting of FREIT’s stockholders. Mr. Meng is a Managing Partner and Co-Portfolio Manager atCo-Founder of V3 Capital Management L.P., an investment firm focused on publicly-traded real estate securities, thatwhere he co-founded in 2011.served as Managing Partner from 2011 to 2023.  Previously, he was Partner and Head of REIT Research for High Rise Capital Management, L.P., where he worked from 2005 to 2011.  From 2002 to 2005, Mr. Meng served as an Associate at J.P. Morgan Asset Management in the Real Estate Investment Group, where he worked both in the acquisitions and asset management departments.  From 2000 to 2002, he served as an Analyst at J.P. Morgan Asset Management in their Fixed Income Group. Mr. Meng earned a Bachelor of Science in Mechanical Engineering from Brown University and a Master of Science in Real Estate Development from New York University. Mr. Meng is a CFA charterholder.

David B. Hekemian has served as a trusteedirector since April 2018. His current term as a member of the Board is scheduled to expire at the 2024 annual meeting of the Trust’s shareholders.FREIT’s stockholders. Mr. Hekemian has served as a commercial real estate executive at Hekemian & Co. for over 30 years, holding positions of increasing responsibilities throughout his tenure at the company with a focusfocused on strategic business and investment planning, retail development and leasing, asset profitability management and lender negotiations. He has served as President of Hekemian & Co. since 2021. From 1996 to 2020, Mr. Hekemian served as Principal/Broker-Salesperson, Director of Commercial Brokerage and as a member of Hekemian & Co.’s Executive Committee. From 1988 to 1992 he served as Property Manager, and from 1992 to 1996 he served as Vice President-Salesperson. Since 1996 Mr. Hekemian has served as Principal/Broker-Salesperson, Director of Commercial Brokerage and as a memberPresident-Salesperson of Hekemian & Co.’s Executive Committee. Mr. Hekemian is a member of the Armenian Missionary Association of America, where he served as Assistant Treasurer and a member of the Budget and Finance Committee from 1998 to 2007 and as Co-Chairman of the Investment Committee from 1996 to 2009, which included oversight and management of a $100 million equity and fixed income portfolio. Mr. Hekemian is also a member of the Council for the Borough of Saddle River, NJ. Mr. Hekemian earned a Bachelor of Science in Finance from Boston College.

Richard J. Aslanian has served as a trusteedirector since April 2018. His current term as a member of the Board is scheduled to expire at the 2024 annual meeting of the Trust’s shareholders.FREIT’s stockholders. Mr. Aslanian is the Co-Founder of Welcome Home Brands, LLC, a distributor of imported paper and plastic bakeware products that services cruise lines, hotels, casinos and food service companies foundedcompanies. He co-founded Welcome Home Brands, LLC in 2010. From 2007 to 2009 Mr. Aslanian was the Chief Executive


Officer, sole Managing Member and founder of Blue Ram Capital Management, LLC, which managed an investment partnership of public equities in developed markets. In 2006, Mr. Aslanian retired from Goldman Sachs & Co. as a Managing Director after having been with the firm since 1991, during which time he was co-head of one of the most prominent wealth management teams of the firm. From 1985 to 1991 Mr. Aslanian was an attorney at the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP where he concentrated his practice on corporate and tax matters and public and private mergers and acquisitions. Mr. Aslanian established the Richard J. Aslanian Scholarship Fund, an endowed scholarship, at the University of Pennsylvania, and has served on the boards of several charitable organizations, including the Partnership for Inner-City Education, the Harrison Educational Foundation and the Armenian Church Endowment Fund. Mr. Aslanian graduated summa cum laude with a Bachelor of Arts in Economics from the University of Pennsylvania and graduated from the Columbia University School of Law with honors as a Harlan Fiske Stone Scholar in each of the three years of law school.

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Allan Tubin was appointed as Chief Financial Officer and Treasurer of the TrustFREIT in February 2019. Mr. Tubin is the Chief Financial Officer of Hekemian & Co., the Trust’s managing agent. As Chief Financial Officer of Hekemian & Co., Mr. Tubin is responsible for corporate and project finance, budgeting and tax planning, accounting, and SEC compliance for FREIT. He is a member of Hekemian & Co.’s Acquisitions and Development Due Diligence Team, where he is responsible for financial forecasting and modeling. Mr. Tubin has over 25 years’ experience in real estate finance. Prior to joining Hekemian & Co. in 1996, he served as the Chief Financial Officer for the international real estate activities of the investment bank Donaldson, Lufkin & Jenrette, and served as a certified public accountant with Ernst & Young. Mr. Tubin earned a Bachelor of Business Administration from Pace University.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Trust’sFREIT’s executive officers and trustees,directors, and persons who own more than 10% of the Shares, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC.Securities and Exchange Commission (the “SEC”). Executive officers, trusteesdirectors and greaterstockholders holding more than 10% Shareholdersof the Shares are required by SEC regulation to furnish the TrustFREIT with copies of all Forms 3, 4 and 5 they file.

Based solely on the Trust’sFREIT’s review of the copies of such forms it has received, the TrustFREIT believes that all of its trustees,directors, executive officers and greaterstockholders holding more than 10% Shareholders complied with all filing requirements applicable to them with respect to reports required to be filed by Section 16(a) of the Exchange Act during fiscal 2020.2023.

Code of Ethics

The Trust

FREIT has adopted a Code of Ethics that is applicable to all trustees,directors, executive officers and management employees of the Trust,FREIT, including, without limitation, the Trust’sFREIT’s principal executive and senior financial officers. The Audit Committee is charged with administering and interpreting the Code of Ethics. The Code of Ethics is available on the Trust’sFREIT’s website at www.freitnj.com under the “About FREIT” and “Corporate Governance” tabs.Us” tab.

Audit Committee

The current members of the Audit Committee of the Board of Trustees are Ronald J. Artinian, David F. McBride and Richard J. Aslanian. Ronald J. Artinian serves as the Chairman of the Audit Committee. Each member of the Audit Committee satisfies the audit committee qualifications under the NASDAQ Listing Rules and is independent, as independence for audit committee members is defined in the NASDAQ Listing Rules, and they each meetsmeet the independence requirements of Exchange Act Rule 10A-3(b)(1).

The Audit Committee held four meetings during fiscal 2020.2023. The Audit Committee selects the independent registered public accounting firm (the “Independent Registered Public Accountants”Auditors”) to audit the books and accounts of the Trust.FREIT. In addition, the Audit Committee reviews and pre-approves the scope and costs of all services (including non-audit services) provided by the Independent Registered Public Accountants.Auditors. The Audit Committee also monitors the effectiveness of the audit effort and financial reporting and inquiresinquiries into the adequacy of the Trust’sFREIT’s financial and operating controls.

Based on its review of the criteria of an “AuditAudit Committee Financial Expert”Expert under the rules of the Securities and Exchange Commission (the “SEC”),SEC, the Board of Trustees does not believe that any of the members of the Trust’sFREIT’s Audit Committee qualify as an Audit Committee Financial Expert.

Each of Ronald J. Artinian, David F. McBride and Richard J. Aslanian has made significant contributions and provided valuable service to the TrustFREIT and its Shareholdersstockholders as members of the Audit Committee. The Board of Trustees believes that each of Mr. Artinian, Mr. McBride and Mr. Aslanian has demonstrated that he is capable of (i) understanding accounting principles generally accepted in the United States of America (“GAAP”), (ii) assessing the general application of GAAP principles in connection with the accounting for estimates, accruals and reserves, (iii) understanding financial statements and analyzing and evaluating the Trust’sFREIT’s financial statements, (iv) understanding internal controls and procedures for financial reporting, and (v) understanding audit committee functions, all of which are attributes of an Audit Committee Financial Expert under the rules of the SEC. Given the


business experience and acumen of Mr. Artinian, Mr. McBride and Mr. Aslanian, the Board of Trustees believes that each of them is qualified to carry out all duties and responsibilities of the Trust’sFREIT’s Audit Committee. However, Mr. Artinian, Mr. McBride and Mr. Aslanian have not acquired these attributes through the specific experience that is required for qualification as an Audit Committee Financial Expert under the rules of the SEC, such as experience serving as, or experience actively supervising, a principal financial officer, principal accounting officer, controller, public accountant or auditor, or experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing or evaluation of financial statements. Therefore, the Board of Trustees does not believe that any of its current members meets all of the requirements under the SEC rules for qualification as an Audit Committee Financial Expert.

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The Board of Trustees believes that Allan Tubin, the Trust’sFREIT’s Chief Financial Officer and Treasurer, meets all of the requirements under the rules of the SEC for qualification as an Audit Committee Financial Expert. However, Mr. Tubin is not a trusteedirector of the TrustFREIT and would not meet the requirements for qualification as an “independent director” under the NASDAQ Listing Rules due to the fact that Mr. Tubin is an executive officer of the TrustFREIT and an executive officer of Hekemian & Co., the Trust’s managing agent. As Chief Financial Officer of the Trust,FREIT, Mr. Tubin will make the certifications required under the Sarbanes-Oxley Act of 2002 and the related rules adopted by the SEC with respect to (i) the Trust’sFREIT’s financial statements and other financial information included in periodic reports filed with the SEC, (ii) the Trust’sFREIT’s disclosure controls and procedures regarding the disclosure to the certifying officers of material information relating to the Trust,FREIT, and (iii) the Trust’sFREIT’s internal controls and the adequacy of the design and operation of such internal controls. As a certifying officer of the Trust,FREIT, Mr. Tubin will meet with and make reports to the Audit Committee with respect to the items which are the subject matter of his certifications.

Based on the foregoing, the Board of Trustees believes that the Audit Committee functions effectively and properly performs and discharges its duties, and the Board does not believe that it is necessary at this time to actively search for an outside person to serve on the Board of Trustees who would qualify as an Audit Committee Financial Expert.

ITEM 11EXECUTIVE COMPENSATION

ITEM 11 EXECUTIVE COMPENSATION

The TrustFREIT is externally managed by Hekemian & Co. Robert S. Hekemian, Jr., Chief Executive Officer, President and a trusteedirector of the Trust,FREIT, and David B. Hekemian, a trusteedirector of the Trust,FREIT, each holds a 33.3% equity interest in Hekemian & Co. The balance of the equity interests in Hekemian & Co. is held by other members of the Hekemian family. As compensation for its management services, the TrustFREIT pays Hekemian & Co. management and other fees pursuant to a Management Agreement between the TrustFREIT and Hekemian & Co. In addition, as an incentive to the employees of Hekemian & Co. (including members of the Hekemian family) to identify and provide real estate investment opportunities for the Trust, the TrustFREIT, FREIT has advanced to such employees who are investors in certain joint venture projects, a portion of the equity capital required to be contributed by them to such joint ventures. In Fiscal 2022, these secured loan amounts (including accrued interest) were repaid to FREIT with no outstanding balance remaining of principal or interest. The Management Agreement and these other incentives are more particularly described in “Certain Relationships and Related Party Transactions; TrusteeDirector Independence” below.

In view of the Trust’sFREIT’s external management structure, the TrustFREIT does not employ executive officers on a full-time basis. The following Compensation Discussion and Analysis presents information regarding the Trust’sFREIT’s compensation policies and programs and the compensation of the Trust’sFREIT’s executive officers.

Compensation Discussion and Analysis

Overview

The Trust’s

FREIT’s compensation program is designed to properly compensate the executive officers commensurate with the duties and services that they are employed to perform for the Trust,FREIT, to reward their dedication, hard work and success and align their interests with the long-term interests of the Trust.FREIT. The Compensation Committee reviews the compensation paid to the executive officers in consideration of these objectives and makes recommendations to the Board regarding its determinations. The various factors considered by the Compensation Committee in reaching its determinations concerning the compensation of the executive officers are discussed under “Fiscal 20202023 Compensation” below.

Recovery of Erroneously Awarded Compensation

The Board has adopted a policy that provides that, in the event that the TrustFREIT is required to prepare an accounting restatement due to the Trust’sFREIT’s material non-compliance with any financial reporting requirement, the TrustFREIT will require the reimbursement, cancellation or forfeiture, as the case may be and to the fullest extent permitted by applicable law, of any incentive-based compensation paid to any current or former executive officer during the three-year period preceding such restatement that was based on the erroneous data and that was paid in excess of the compensation that would have been paid to the executive officer based on the accounting restatement. The TrustFREIT will disclose any incentive-based compensation paid to any executive officer that


is based on any measure of financial performance or any other financial information in the Trust’sFREIT’s proxy statement for the annual meeting of Shareholdersstockholders and as required by the rules and regulations of the SEC.

As discussed under “Elements of Executive Compensation” below, the TrustFREIT did not pay any incentive-based compensation to any of the executive officers during the fiscal year ended October 31, 2020.2023.

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Hedging Policy

It is the policy of the TrustFREIT that no employee or trusteedirector of the TrustFREIT may purchase any financial instruments that are designed to hedge or offset any decrease in the market value of the Trust’sFREIT’s Shares that (i) were previously awarded, or acquired pursuant to the exercise of any option granted, to an employee or trusteedirector by the TrustFREIT as part of the compensation of such employee or trusteedirector or (ii) otherwise held, directly or indirectly, by an employee or trustee,director, which financial instruments will include, without limitation, puts, calls, straddles, equity swaps and any other derivative security that is directly linked to the Shares.

Elements of Executive Compensation

There are three elements to the compensation of the executive officers of the Trust:FREIT: (1) base salary; (2) the Equity Incentive Plan; and (3) the Amended and Restated Deferred Fee Plan (the “Deferred Fee Plan”). The Compensation Committee and the Board believe that these elementsbase salary and the Equity Incentive Plan allow the TrustFREIT to accomplish its objectives of properly compensating the executive officers for their services to the Trust,FREIT, rewarding the dedication, hard work and success of executive officers and aligning the interests of executive officers with the long-term interests of the Trust.FREIT. The Deferred Fee Plan was terminated on November 3, 2022.

Except for base salary, benefits under the Equity Incentive Plan and Deferred Fee Plan, and fees and equity compensation paid to the executive officers for their service as trustees, the Trustdirectors, FREIT does not pay any other compensation or benefits to its executive officers, whether it be in the form of bonus, long-term incentive compensation, perquisites, rights, warrants, convertible securities, performance units, performance shares or other similar instruments. The Equity Incentive Plan and the Deferred Fee Plan areis the only employee benefit plansplan maintained by the Trust.FREIT. There are no employment contracts between the TrustFREIT and any of the executive officers, nor is there any compensatory plan or arrangement between the TrustFREIT and any of the executive officers pursuant to which an executive officer would receive payments as the result of his resignation or retirement as an executive officer, or any other event resulting in the termination of his relationship with the TrustFREIT as an executive officer, or as a result of a change in control of the Trust. The Trust’s Deferred Fee Plan, discussed below, provides that a participant may receive Shares with respect to amounts credited to such participant’s account under the Deferred Fee Plan, including amounts deferred thereunder and accrued interest, upon such participant’s attainment of the retirement age specified in the participant’s deferral election, such participant’s actual retirement, such participant’s cessation of services prior to retirement, or the occurrence of a change in control of the Trust as defined under the Deferred Fee Plan. The Trust’sFREIT. FREIT’s Equity Incentive Plan provides that in the event of (i) a Change“change in Control (ascontrol” as such term is defined in the Equity Incentive Plan),Plan, or (ii) a sale of all or substantially all of the assets of the Trust, other than a sale of assets to a subsidiary or other affiliated entity of the Trust, all outstanding options granted under the Equity Incentive Plan willshall become exercisable (to the extent not already exercisable) immediately before or contemporaneously with the occurrence of such change in control or sale, and each outstanding restricted share award granted under the Equity Incentive Plan shall immediately become free of all restrictions, conditions and forfeiture provisions.

As of October 31, 2020,2023, there were 202,4004,800 unexercised options collectively held by the executive officersExecutive Officers and trusteesDirectors of the Trust that were outstanding. Additional information with respect to outstanding stock options is set forth in the “Outstanding Equity Awards at Fiscal Year-End” table below.

Robert S. Hekemian, Jr., Chief Executive Officer, President and a trusteedirector of the Trust,FREIT, is the President and Chief OperatingExecutive Officer of Hekemian & Co. David B. Hekemian, a trusteedirector of the Trust,FREIT, is the Principal/Broker – Salesperson and Director of Commercial BrokeragePresident of Hekemian & Co. Robert S. Hekemian, the former Chairman and Chief Executive Officer of the Trust, served as a consultant to the Trust and Chairman of the Board and Chief Executive Officer of Hekemian & Co. prior to his death in December 2019. Pursuant to the terms of the Management Agreement between Hekemian & Co. and the Trust,FREIT, Hekemian & Co. is entitled to receive a termination fee from the TrustFREIT under certain circumstances, including the non-renewal of the Management Agreement by the Trust,FREIT, termination of the Management Agreement by the TrustFREIT without cause, or termination of the Management Agreement by the TrustFREIT following an acquisition of the Trust.FREIT. See “Certain Relationships and Related Party Transactions; TrusteeDirector Independence” below.

Equity Incentive Plan

The Trust

FREIT originally adopted the Equity Incentive Plan in 1999 upon the approval of the Board and the shareholders.stockholders. In 2007, the Board and shareholdersstockholders approved amendments to the Equity Incentive Plan to (a) increase the number of Shares reserved for issuance thereunder by 300,000 Shares and (b) extend the term of the Equity Incentive Plan from September 10, 2008 to September 10, 2018. In 2018, the Board and shareholdersstockholders approved further amendments to the Equity Incentive Plan to (a) increase the number of Shares reserved for issuance thereunder by an additional 300,000 Shares and (b) further extend the term of the Equity Incentive Plan from September 10, 2018 to September 10, 2028.

The purpose of the Equity Incentive Plan is to allow the TrustFREIT to retain the services of individuals who have made, and/or who are expected to make, significant contributions to the business of the TrustFREIT and its subsidiaries, to align such persons’ interests

with the long-term interests of the Trust,FREIT, and to reward hard work, dedication and success by providing such individuals with an


opportunity to acquire Shares of the TrustFREIT or receive other Share-based awards. Eligible participants include executive officers, trusteesdirectors and consultants of the Trust,FREIT, including employees of Hekemian & Co., the Trust’s managing agent.

The Board administers the Equity Incentive Plan, with the full and exclusive power to interpret the plan, to adopt rules, regulations and guidelines relating to the plan, to grant waivers of restrictions under the plan and to make all of the determinations necessary for the administration of the plan. The Board’s authority to administer the Equity Incentive Plan includes the authority, within the limits set forth in the plan, to determine the persons to whom awards may be granted, determine the number of Shares to be covered by each award, establish the terms, conditions and provisions of the awards to be granted, and establish restrictions on the awards or subsequently waive any such restriction or permit any such restriction to lapse.

The exercise price of options granted under the Equity Incentive Plan will be equal to the Fair Market Value (as defined in the Equity Incentive Plan) of the Shares on the date of the grant of the options. For any other form of award, the consideration, if any, to be paid in exchange for the award will be determined by the Board, but in no event will such consideration be greater than the Fair Market Value of the Shares on the date of grant. The Equity Incentive Plan provides for adjustments to the exercise price of options in certain circumstances. The term of awards will be determined by the Board, but willshall not exceed 10 years from the date of grant. Awards will vest in accordance with terms fixed by the Board, and vesting of awards may accelerate upon the occurrence of certain events, including a Change“change in Controlcontrol” (as defined in the Equity Incentive Plan), sale of all or substantially all of the Trust’s assets, or the death, the Retirement (as defined in the Equity Incentive Plan) of the participant or the disability of the participant.

The Board may terminate, modify or amend the Equity Incentive Plan at any time, provided that any modification or amendment that increases the number of Shares reserved for issuance thereunder is subject to the approval of the Trust’s shareholders,FREIT’s stockholders, and any termination, modification or amendment that adversely affects the terms of any outstanding awards is subject to the consent of the holders thereof. On August 4, 2022, in connection with the Board’s approval of the special, extraordinary, non-recurring cash distribution (“Extraordinary Distribution”), the Compensation Committee of the Board recommended and the Board approved that (i) the option exercise price of options outstanding under the Equity Incentive Plan be adjusted, by reason of the Extraordinary Distribution, in accordance with the terms of the Equity Incentive Plan; and (ii) the exercise price of options outstanding under the Equity Incentive Plan should be reduced by an amount equal to the excess, if any, of (x) the average of the closing price of FREIT’s shares, as reported by Yahoo Finance, for each business day during the period of five (5) business days prior to the ex-dividend date relating to the Extraordinary Distribution (August 31, 2022), over (y) the average of the closing price of FREIT’s shares, as reported by Yahoo Finance, for each business day during the period of five (5) business days following the ex-dividend date relating to the Extraordinary Distribution. On September 9, 2022, the Board approved a reduction of $7.50 per share in exercise price for the 310,740 options then outstanding under the Plan.

The Board has charged the Compensation Committee with the responsibility of making recommendations to the Board with respect to grants of awards under the Equity Incentive Plan to eligible participants. While the Equity Incentive Plan provides that options to acquire Shares will be the principal form of award under the plan, the plan also provides for grants of restricted Share awards and other Share-based awards.

The

On March 9, 2023, in accordance with FREIT’s Equity Incentive Plan, the Compensation Committee did not recommend,recommended to the Board and the Board approved that for services rendered and to be rendered in Fiscal 2023, in lieu of Trustees did not make, any grantscash compensation in the amount of stock options or other equity-based awards under$20,000, each director was awarded shares of Common Stock, $0.01 par value, (the “Shares”) in FREIT. Based on the Equity Incentive Plan duringclosing price of FREIT’s Shares on March 9, 2023 of $15.50 per Share, the fiscal year ended October 31, 2020.Board has approved an award of 1,290 Shares of FREIT to each director serving on FREIT’s Board. As such, 1,290 Shares were issued to each director on March 9, 2023 and upon issuance were deemed fully paid and non-assessable.

Amended and Restated Deferred Fee Plan

Effective November 1, 2000, the Board of trustees adopted the Deferred Fee Plan, which is intended to provide a benefit to executive officers and trusteesdirectors who have made, and/or who are expected to continue to make, significant contributions to the long-term success of the Trust.FREIT. An election to defer compensation is required to be made prior to the calendar year for which it will be effective, and is irrevocable with respect to the calendar year to which it applies.  The Deferred Fee Plan was amended and restated effective December 31, 2008, and further amended and restated effective November 1, 2014.

The original purpose of the Deferred Fee Plan was to provide executive officers and trusteesdirectors with a long-term savings opportunity. Prior to the amendments to the Deferred Fee Plan that went into effect as of November 1, 2014, the Deferred Fee Plan permitted any executive officer or trusteedirector to elect to defer receipt of any compensation, including executive officer salary, trusteedirector annual retainer fees, meeting attendance fees, and property site inspection fees, and the rate of interest payable on any amounts deferred was fixed at 9% per annum, compounded quarterly.


The amendments to the Deferred Fee Plan that went into effect as of November 1, 2014 shifted the purpose of the Deferred Fee Plan from a long-term savings vehicle for eligible participants to an opportunity for eligible participants to increase their equity position in the Trust.FREIT. As amended and restated effective November 1, 2014, the Deferred Fee Plan no longer permits trusteespermitted directors who are also executive officers of the TrustFREIT to defer amounts payable to them as salary for their services as executive officers. Participants in the Deferred Fee Plan arewere only permitted to defer amounts payable to them for their service as trustees.directors. In addition, from and after November 1, 2014, amounts deferred, together with the interest accrued on a participant’s entire balance, will beare converted on the last day of each calendar quarter into share units that are equivalent to Shares (“Share Units”), and credited to the participant’s account. Amounts deferred under the Deferred Fee Plan are converted into Share Units on a quarterly basis, on the last day of each calendar quarter. The number of Share Units to be credited with respect to amounts deferred during a calendar quarter will be determined by the closing price of the Shares on the trading day immediately preceding the last day of such calendar quarter. The participants’ existing balances as of October 31, 2014 will behave been preserved in the form of cash and willhave not bebeen converted into Share Units, although the interest that accrues on such existing balances from and after November 1, 2014 will bewas converted into Share Units. As of November 1, 2014, the interest rate on

participants’ cash balances under the Deferred Fee Plan was changed from 9% per annum to the average interest rate on ten-year Treasury bonds plus 150 basis points. In the event that any cash dividend is paid by the TrustFREIT with respect to the Shares, each participant will beis credited with a number of Share Units equal to (x) the amount of the cash dividend paid with respect to one Share, (y) multiplied by the total number of Share Units credited to a participant’s account as of the record date for the dividend, (z) divided by the fair market value of one Share on the trading day immediately preceding the payment date of the dividend. In the event that any dividend is paid with respect to the Shares in Shares, each participant will beis credited with a number of Share Units equal to the number of full Shares that such participant would have received had the participant been the owner, on the record date for the dividend, of a number of Shares equal to the number of Share Units credited to the participant’s account.

A participant’s deferred benefits under the Deferred Fee Plan willshall be paid to the participant at either: (i) the retirement age specified by the participant in the deferral election; (ii) actual retirement of the participant; (iii) upon the earlier cessation of duties as a trusteedirector of the TrustFREIT prior to retirement; or (iv) upon a change in control of the Trust (asFREIT as defined in the Deferred Fee Plan).Plan.  On the payment date, the Trust willFREIT shall issue to the participant a number of Shares equal to the number of Share Units credited to the participant’s account, and willshall pay to the participant amounts maintained in the participant’s account as of October 31, 2014 as cash, in either a lump sum or in a number of substantially equal annual installments over a period not to exceed 10 years, at the election of the participant, except if a participant elects to receive payment upon the occurrence of a change in control, in which case all such amounts willshall be payable in a lump sum.  The TrustFREIT has not created and will not create a cash sinking fund for amounts deferred pursuant to the Deferred Fee Plan that are not payable in Shares.  As a result, any participant who elects to participate in the Deferred Fee Plan is an unsecured creditor of the TrustFREIT with respect to any amounts deferred thereunder.  The Deferred Fee Plan may be amended, suspended or terminated by resolution of the Board at any time and from time to time;time, provided, that no amendment, suspension or termination willshall operate to adversely affect the plan benefits accrued or available for any participant.

As

On November 4, 2021 (the “Adoption Date”), the Board approved the termination of Octoberthe Deferred Fee Plan resulting in the termination of the deferral of fees on December 31, 2020, an aggregate2021 with any subsequent fees earned by a participant being paid in cash. Consistent with the termination of the Deferred Fee Plan, payment related to each participant’s cash account (in the form of a cash lump sum payment) and share unit account (in the form of the issuance of common stock) (collectively “the Deferred Fee Plan Termination Payment”), must be made to each participant no earlier than twelve (12) months and one day after, and no later than twenty-four (24) months, after the Adoption Date. Any interest earned on the participant’s cash account along with dividends (if any) earned on share units, continued to accrue in share units on each participant’s account until final payment was made. On November 3, 2022, the Board determined that the Deferred Fee Plan Termination Payment shall be made to the participants in the Deferred Fee Plan on January 20, 2023. The Deferred Fee Plan Termination Payment includes the amount of approximately $2,633,000 has been deferred and earned as cash under the Deferred Fee Plan which represents an aggregateduring fiscal 2023 as described in the two following paragraphs.

As of $1,542,000October 31, 2022, the total payments related to the cash accounts of deferredall participants was approximately $2,317,000 (consisting of approximately $1,366,000 of cumulative fees and $1,091,000approximately $951,000 of accrued interest) which had been deferred interest, which amounts will be maintained as cashof November 1, 2014 and was included in the participants’ accounts under“Deferred director compensation payable” in the consolidated balance sheet as of October 31, 2022. On January 20, 2023, in accordance with the Deferred Fee Plan and will not be converted into Share Units as described above. AsTermination Payment, this amount was paid in full to each respective participant with no remaining balance due. Additionally, payment related to each participant’s share unit account was made in the form of October 31, 2020, there is an aggregate amountthe issuance of 152,144stock to each respective participant resulting in the issuance of 274,509 shares of common stock for each of the 274,509 vested FREITshare units. There are no remaining vested share units based onto be paid in the conversionform of deferred fees, interest and dividends earned since November 1, 2014.the issuance of stock.

During the fiscal year ended October 31, 2020,2023, participants deferred a total of approximately $526,000$26,500 under the Deferred Fee Plan, consisting of approximately $438,000$0 of deferred director fees, and approximately $88,000$26,500 of accrued deferred interest.interest and $0 representing dividends payable in respect of Share Units. Pursuant to the amendments to the Deferred Fee Plan that became effective on November 1, 2014, the aggregate amount of $526,000$26,500 deferred by all participants converted into an aggregate of 29,134 Share Units during the fiscal year ended October 31, 2020,2023 converted into an aggregate amount of 1,630 Share Units, which were credited to the participants’ accounts. Additional information regarding


the participants’ deferral of fees and the conversion of deferred amounts into Share Units credited to their accounts is set forth under “Fiscal 20202023 Nonqualified Deferred Compensation” and “Fiscal 2020 Trustee2023 Director Compensation” below.

Fiscal 20202023 Compensation

Following Robert S. Hekemian’s retirement as Chairman and Chief Executive Officer on April 5, 2018, the Board determined, upon the recommendation of the Compensation Committee, to pay Robert S. Hekemian, Jr. a base salary for the fiscal year ended October 31, 2018 of $300,000 on a pro-rated basis for his services as Chief Executive Officer following his appointment to that office in April 2018. Robert S. Hekemian was paid an annual base salary of $300,000 prior to his retirement in April 2018.

With respect to compensation for the fiscal year ended October 31, 2019,2021, the Compensation Committee recommended to the Board that the base salary paid to Robert S. Hekemian, Jr. for his service as Chief Executive Officer of the TrustFREIT be increased tomaintained at $400,000 per year from $300,000 per year, and that there be no adjustments to the compensation paid to Allan Tubin as Chief Financial Officer and Treasurer of the Trust,FREIT, Ronald J. Artinian as the Chairman of the Board of the Trust,FREIT or John A. Aiello as Executive Secretary of the Trust, and the Board approved the Compensation Committee’s recommendations.FREIT.

With respect to compensation for the fiscal year endingended October 31, 2020,2022, the Compensation Committee recommended to the Board that the base salary paid to Robert S. Hekemian, Jr. for his service as Chief Executive Officer of FREIT be increased to $500,000 per year from $400,000 per year and the Trustbase salary paid to Allan Tubin as Chief Financial Officer and Treasurer of FREIT be maintained at $400,000increased to $40,000 per year from $30,000 per year, and that there be no adjustments to the compensation paid to Allan Tubin as Chief Financial Officer and Treasurer, Ronald J. Artinian as the Chairman of the Board of FREIT or John A. Aiello as Executive Secretary. In an effortSecretary of FREIT.

With respect to further preserve FREIT’s cash flow, in May 2020,compensation for the fiscal year ended October 31, 2023, the Compensation Committee recommended to the Board that effective March 9, 2023 the base salary paid to Robert S. Hekemian, Jr. for his service as Chief Executive Officer of Trustees reduced all fees, salariesFREIT be increased to $600,000 per year from $500,000 per year and retainers payablethe base salary paid to our executive officersAllan Tubin as Chief Financial Officer and membersTreasurer of FREIT be increased to $45,000 per year from $40,000 per year, the base salary paid to John A. Aiello as Secretary of FREIT be increased to $50,000 per year from $40,000 per year, and that there be no adjustment to the compensation paid to Ronald J. Artinian as the Chairman of the Board of Trustees by up to 30% from May 1, 2020 through the end of Fiscal 2020.FREIT.

The Compensation Committee considers the following factors, among other things, in the course of its review of the compensation for the executive officers: (a) compensation paid by other real estate investment trusts, both as a component of

operating expenses and to ensure that the Trust’sFREIT’s compensation levels are competitive in the industry; (b) the duties and responsibilities of the executive officers and the value of the services provided by them; (c) the Trust’sFREIT’s operating results and financial condition, as well as the condition and prospects of the residential and commercial real estate markets; and (d) the results of the most recent shareholderstockholder advisory vote to approve the compensation of the executive officers, which was conducted at the special meeting in lieu of2023 annual meeting of the shareholders held in April 2020. For the fiscal year ending October 31, 2020, the Compensation Committee also considered the roles of the executive officers in the Trust’s evaluation and pursuit of the strategic alternatives pursued by the Trust, including the Sale Agreement and Plan of Liquidation.FREIT’s stockholders.

The Compensation Committee reviews compensation paid by other real estate investment trusts in the most general way in view of the fact that unlike many other real estate investment trusts, the TrustFREIT is externally managed. Therefore, the TrustFREIT does not retain the services of its executive officers on a full-time, exclusive basis, and the executive officers do not spend full time in their respective positions or devote all of their business activities to the Trust.FREIT. The Compensation Committee and the Board take these considerations into account when determining the compensation to be paid to the Trust’sFREIT’s executive officers, and the compensation paid to the executive officers reflects what the Compensation Committee and the Board believe to be fair and reasonable compensation for the services that the executive officers provide to the TrustFREIT and their commitment to serve as executive officers of the TrustFREIT under these circumstances. The Compensation Committee and the Board also consider the size and scope of the Trust’sFREIT’s business and operations as reflected on its balance sheet and income statement in relationship to other real estate investment trusts.

As required by the rules and regulations of the SEC, at the special meeting in lieu of2023 annual meeting of shareholders held on April 21, 2020,stockholders, the shareholdersstockholders were asked to approve an advisory resolution approving the compensation of the executive officers as disclosed and described in the Compensation Discussion and Analysis and the compensation tables and narratives contained in the Trust’sFREIT’s proxy statement used in connection with the specialannual meeting. The advisory resolution received the approval of approximately 89.5%74.6% of the votes cast on this proposal. The Compensation Committee and the Board concluded from the strong approval of the advisory resolution that the shareholdersstockholders believe that the Trust’sFREIT’s compensation policies and the compensation paid to the executive officers are appropriate and reflective of the Trust’sFREIT’s objectives of aligning the interests of the executive officers with the long-term interests of the Trust.FREIT. In accordance with the rules and regulations of the SEC, and based on the results of the vote by the shareholdersstockholders at the special meeting in lieu of2023 annual meeting of shareholders held in April 2020stockholders on the frequency of such vote, the advisory vote by the shareholdersstockholders to approve the compensation of the executive officers will occur again at the 20232026 annual meeting of shareholders.stockholders.

Risk Management

The Compensation Committee does not believe that the Trust’sFREIT’s executive compensation program gives rise to any risks that are reasonably likely to have a material adverse effect on the Trust.FREIT. Executive officers are compensated on a fixed salary basis and have not been awarded any bonuses or other compensation that might encourage the taking of unnecessary or excessive risks that threaten the long-term value of the Trust.FREIT. In addition, the Compensation Committee and the Board have utilized, and may continue to utilize, the Equity Incentive Plan to align the interests of the trusteesdirectors and executive officers with the long-term


interests of the TrustFREIT and the shareholdersstockholders through grants of stock options and other equity-based awards, thereby giving the trusteesdirectors and executive officers additional incentives to protect the long-term value of the Trust.FREIT.

Executive Compensation and Financial Performance

As discussed above, the executive officers of the TrustFREIT are compensated primarily on a fixed salary basis and have not been awarded any incentive-based cash bonuses, and the compensation paid to the executive officers is not specifically dependent upon any particular measure of financial performance. However, the Compensation Committee considers, in general terms, both the overall financial performance and condition of the TrustFREIT and the Trust’sFREIT’s long-term prospects in the Committee’s determination of appropriate levels of executive salary, among other factors and considerations discussed under “Fiscal 20202023 Compensation” above.

54


Table of Contents

Chief Executive Officer Compensation and Employee Compensation

The table below sets forth comparative information regarding (A) the total compensation of the Chief Executive Officer for the fiscal year ended October 31, 2020,2023, (B) the median of the total compensation of all other employees of the Trust,FREIT, not including the Chief Executive Officer, for the fiscal year ended October 31, 2020,2023, and (C) the ratio of the Chief Executive Officer’s total compensation to the median of the total compensation of all other employees (other than the Chief Executive Officer). As of October 31, 2020,2023, excluding the Chief Executive Officer, the TrustFREIT had thirty (30)twenty-six (26) employees, including twenty-two (22)twenty-one (21) full-time employees five (5)(including the Pierre TIC), two (2) part-time and seasonal employees, and three (3) executive officers.

 Chief Executive Officer compensation (A)

 $408,022

$643,644

Median compensation of all employees (not including Chief Executive Officer) (B)

 $47,286

$51,486

Ratio of (A) to (B)

 8.63

12.50

Compensation Committee Interlocks and Insider Participation

For the fiscal year ended October 31, 2020,2023, David F. McBride, Justin F. Meng and Richard J. Aslanian served on the Compensation Committee of the Board, with Mr. McBride serving as the Chairman of the Committee. None of the members of the Compensation Committee served as an executive officer or employee of the TrustFREIT at any time during the fiscal year ended October 31, 2020,2023 nor have any of them ever served as an executive officer of the TrustFREIT in any prior year.

Compensation Committee Report

The Compensation Committee has discussed and reviewed the foregoing Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Amendment.

Form 10K report.

Submitted by:

David F. McBride, Chairman

Justin F. Meng

Richard J. Aslanian


SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation of all of the named executive officers of the TrustFREIT (the “Executive Officers”) as of October 31, 2020, 20192023, 2022 and 20182021 for services in all capacities to the TrustFREIT for the 2020, 20192023, 2022 and 20182021 fiscal years, respectively. With respect to all compensation, the term “paid” will mean actually paid or deferred.

Name and Principal Position (1)

Year

Salary ($)(2)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

Robert S. Hekemian, Former Chairman of the Board and Chief Executive Officer (3)

2020

$--

$--

$--

$--

$--

$--

$--

$--

2019

$--

$--

$--

$--

$--

$--

$--

$--

2018

$128,932 (4)

$--

$--

$--

$--

$--

$235,806 (5)

$364,738 (6)

Robert S. Hekemian, Jr., President and Chief Executive Officer (7)

2020

$350,000

$--

$--

$--

$--

$--

$58,022 (9)

$408,022

2019

$400,000

$--

$--

$--

$--

$--

$81,190 (9)

$481,190

2018

$171,781 (8)

$--

$--

$--

$--

$--

$63,046 (9)

$234,827

Allan Tubin, Treasurer and Chief Financial Officer (10)

2020

$25,500

$--

$--

$--

$--

$--

$--

$25,500

2019

$21,863 (11)

$--

$--

$--

$--

$--

$--

$21,863

2018

$--

$--

$--

$--

$--

$--

$--

$--

Donald W. Barney, Former President, Treasurer and Chief Financial Officer (12)

2020

$--

$--

$--

$--

$--

$--

$--

$--

2019

$20,342 (13)

$--

$--

$--

$--

$--

$87,211 (14)

$107,553

2018

$75,000

$--

$--

$--

$--

$--

$119,515 (14)

$194,515

John A. Aiello, Esq., Executive Secretary and Secretary

2020

$34,000

$--

$--

$--

$--

$--

$72,750 (15)

$106,750 (16)

2019

$40,000

$--

$--

$--

$--

$--

$76,000 (15)

$116,000 (16)

2018

$35,000

$--

$--

$--

$--

$--

$68,000 (15)

$103,000 (16)

 

Name and
Principal
Position (1)
YearSalary ($)(2)Bonus
($)
Stock
Awards
($)(3)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($)
Total ($)
Robert S.
Hekemian, Jr.,
President and
Chief Executive
Officer
2023$564,888 (4)$ —$20,000$ —$ —$ —$58,756 (5)$643,644
2022$500,000$ —$ —$ —$ —$ —$330,779 (5)$830,779
2021$400,000$ —$ —$ —$ —$ —$68,758 (5)$468,758
Allan Tubin,
Treasurer and
Chief Financial
Officer
2023$43,244 (4)$ —$ —$ —$ —$ —$ —$43,244
2022$40,000$ —$ —$ —$ —$ —$ —$40,000
2021$30,000$ —$ —$ —$ —$ —$ —$30,000

John A. Aiello,
Esq.,

Secretary

2023$46,489 (4)$ —$20,000$ —$ —$ —$60,222 (6)$126,711 (7)
2022$40,000$ —$ —$ —$ —$ —$78,000 (6)$118,000 (7)
2021$40,000$ —$ —$ —$ —$ —$75,000 (6)$115,000 (7)

(1)

(1)

Represents the positions held by each Executive Officer for the fiscal years ended October 31, 2020, 20192023, 2022 and 2018.

2021.

(2)

(2)

Represents payment to the Executive Officers for their services as Executive Officers of the Trust.

FREIT.

(3)

Robert S. Hekemian retired as Chairman, Chief Executive Officer(3)

On March 9, 2023, in accordance with FREIT’s Equity Incentive Plan, the Compensation Committee recommended to the Board and a trusteethe Board approved that for services rendered and to be rendered in Fiscal 2023, in lieu of the Trust effective April 5, 2018. Mr. Hekemian did not serve as an Executive Officer of the Trust during the fiscal years ended October 31, 2020 and 2019.

(4)

Based on an annual base salarycash compensation in the amount of $300,000, prorated for$20,000, each director was awarded shares of Common Stock, $0.01 par value, (the “Shares”) in FREIT. Based on the period beginning November 1, 2017 through the effective dateclosing price of Robert S. Hekemian’s retirement as ChairmanFREIT’s Shares on March 9, 2023 of $15.50 per Share, the Board has approved an award of 1,290 Shares of FREIT to each director serving on FREIT’s Board. As such, 1,290 Shares were issued to each director on March 9, 2023 and Chief Executive Officer on April 5, 2018.

upon issuance were deemed fully paid and non-assessable.

(5)

Of these amounts: $200,955 represents accrued interest earned in the fiscal year ended October 31, 2018 on amounts previously deferred by Robert S. Hekemian for service as an Executive Officer pursuant(4)

On March 9, 2023, with respect to the terms of the Deferred Fee Plan, pursuant to which payment of accrued interest is deferred until such time that the deferred executive officer fees are paid to Mr. Hekemian; $27,642 represents annual retainer fees, meeting fees and other fees paid to Mr. Hekemian in the fiscal year ended October 31, 2018 as consideration for his service on the Board of Trustees and, if applicable, its committees, but deferred pursuant to the terms of the Deferred Fee Plan; and $7,209 represents dividends earned related to accrued interest and fees in the fiscal year ended October 31, 2018. Pursuant to the amendments to the Deferred Fee Plan that became effective on November 1, 2014, the aggregate amount of $235,806 deferred (including dividends earned on deferral)compensation for the fiscal year ended October 31, 2018 converted into an aggregate of 14,921 Share

Units. See “Amended2023, the Compensation Committee recommended to the Board and Restated Deferred Fee Plan,” above.

(6)

In addition to amountsthe Board approved that the base salary paid to Robert S. Hekemian, Jr. for his service as Chairman of the Board, Chief Executive Officer and a trustee of the Trust during the fiscal year ended October 31, 2018 until his retirement as an Executive Officer and trustee on April 5, 2018, Mr. Hekemian entered into a Consulting Agreement with the Trust effective April 5, 2018 and received compensation from the Trust for consulting services rendered thereunder until his death in December 2019. The compensation paid to Mr. Hekemian under the Consulting Agreement during the fiscal years ended October 31, 2020, 2019 and 2018 is described in Item 13, “Certain Relationships and Related Party Transactions; Trustee Independence.”

(7)

Robert S. Hekemian, Jr. was appointed as Chief Executive Officer of FREIT be increased to $600,000 per year from $500,000 per year, the Trust effective April 5, 2018 and President of the Trust effective February 7, 2019.

(8)

Based on an annual base salary in the amount of $300,000, prorated for the period beginning on the date of Robert S. Hekemian, Jr.’s appointmentpaid to Allan Tubin as Chief ExecutiveFinancial Officer and Treasurer of FREIT be increased to $45,000 per year from $40,000 per year and the base salary paid to John A. Aiello as Secretary of FREIT be increased to $50,000 per year from $40,000 per year. The increased amounts were paid on April 5, 2018 through the remainder of the fiscal year ended October 31, 2018.

a prorated basis for Fiscal 2023.

(9)

(5)

Of these amounts: $6,772, $9,840$3,034, $10,822 and $11,080$7,531 represent accrued interest earned in the fiscal years ended October 31, 2020, 20192023, 2022 and 2018,2021, respectively, on amounts previously deferred by Robert S. Hekemian, Jr. pursuant to the terms of the Deferred Fee Plan, pursuant to which payment of accrued interest is deferred until such time that the deferred fees are paid to Mr. Hekemian; $51,250, $61,000$55,722, $52,500 and $50,000$0 represent annual retainer fees, meeting fees and other fees paid to Mr. Hekemian in the fiscal years ended October 31, 2020, 20192023, 2022 and 2018,2021, respectively, as consideration for his service on the Board of Trustees and, if applicable, its committees, but deferred pursuant to the terms of the Deferred Fee Plan;committees; $0, $4,000 and $0, $10,350 and $1,966 represent dividends earned related to accrued interest and fees in the fiscal years ended October 31, 2020, 2019 and 2018, respectively. Pursuant to the amendments to the Deferred Fee Plan that became effective on November 1, 2014, the aggregate amount of $58,022 deferred for the fiscal year ended October 31, 2020 converted into an aggregate of 3,328 Share Units, $81,190 deferred (including dividends earned on deferral) for the fiscal year ended October 31, 2019 converted into an aggregate of 4,927 Share Units, and the aggregate amount of $63,046 deferred (including dividends earned on deferral) for the fiscal year ended October 31, 2018 converted into an aggregate of 4,002 Share Units. See “Amended and Restated Deferred Fee Plan” above.

(10)

Allan Tubin was appointed as Chief Financial Officer and Treasurer of the Trust effective February 7, 2019. Mr. Tubin did not serve as an executive officer of the Trust during fiscal 2018.

(11)

Based on an annual base salary of $30,000 pro-rated for the period beginning on the date of Mr. Tubin’s appointment as Chief Financial Officer and Treasurer on February 7, 2019 through the remainder of the fiscal year ended October 31, 2019.

(12)

Donald W. Barney retired as President, Chief Financial Officer, Treasurer and a trustee of the Trust effective February 7, 2019.

(13)

Based on an annual base salary of $75,000 prorated for the fiscal year ended October 31, 2019 through the date of Mr. Barney’s retirement as Chief Financial Officer and Treasurer on February 7, 2019.

(14)

Of these amounts: $57,081 and $65,992 represent accrued interest earned in the fiscal years ended October 31, 2019 and 2018, respectively, on amounts previously deferred by Donald W. Barney for service as an Executive Officer pursuant to the terms of the Deferred Fee Plan, pursuant to which payment of accrued interest is deferred until such time that the deferred executive officer fees are paid to Mr. Barney; $13,938 and $50,000$55,000 represent annual retainer fees, meeting fees and other fees paid to Mr. BarneyHekemian in the fiscal years ended October 31, 20192023, 2022 and 2018,2021, respectively, as consideration for his service on the Board and, if applicable, its committees but deferred pursuant to the terms of the Deferred Fee Plan; and $16,192$0, $263,457 and $3,523,$6,227 represent dividends earned related to accrued interest and fees in the fiscal years ended October 31, 20192023, 2022 and 2018,2021, respectively. Pursuant to the amendments to the Deferred Fee Plan that became effective on November 1, 2014, the aggregate amount of $87,211$3,034 deferred for the fiscal year ended October 31, 2023 converted into an aggregate of 186 Share Units, $278,279 deferred (including dividends earned on deferral) for the fiscal year ended October 31, 20192022 converted into an aggregate of 5,36315,081 Share Units, and the aggregate amount of $119,515$68,758 deferred (including


(including dividends earned on deferral) for the fiscal year ended October 31, 20182021 converted into an aggregate of 7,5743,820 Share Units. See “Amended and Restated Deferred Fee Plan” above.

(15)

During(6)

For the period from November 1, 2023 through March 9, 2023 and during the fiscal years ended October 31, 2020, 20192022 and 2018,2021, the Executive Secretary was entitled to receive: (i) meeting attendance fees in the amount of $1,500 for each meeting of the Board and its committees attended, $1,000 for each meeting participated in by teleconference; and (ii) property site inspection fees in the amount of $1,000 for each site inspection attended and reimbursement of all reasonable and verified out-of-pocket expenses incurred in connection with the site visit.

(16)

(7)

Mr. Aiello is an officer and shareholder in the law firm of Giordano, Halleran & Ciesla, P.C. During the fiscal years ended October 31, 2020, 20192023, 2022 and 2018,2021, Mr. Aiello paid to the law firm the retainer and meeting fees which he received in connection with his services as Secretary and Executive Secretary of the TrustFREIT during the fiscal years ended October 31, 2020, 20192023, 2022 and 2018.

2021.

57


Table of Contents

The following table sets forth information concerning the compensation of the Executive Officers that was deferred pursuant to the Deferred Fee Plan, described under “Amended and Restated Deferred Fee Plan” above, for the fiscal year ended October 31, 2020:2023:

FISCAL 20202023 NONQUALIFIED DEFERRED COMPENSATION

Executive Contributions

in Last FY (2)

Registrant Contributions

in Last FY (2)

Aggregate Earnings

in Last FY

Aggregate Withdrawals/

Distributions

Aggregate Balance

at Last FYE (2)

Name (1)

($)

($)

($)

($)

($)

Robert S. Hekemian, Jr.

$ 51,250

$---

$ 6,772

$---

$ 663,216

Allan Tubin

$---

$---

$---

$---

$---

John A. Aiello, Esq.

$---

$---

$---

$---

$---

 

Name (1) 

(a)

Executive
Contributions

in Last FY (2)

 

($)

 

(b)

Registrant Contributions

in Last FY (2)

 

($)

 

Aggregate
Earnings

in Last FY

 

($)

 

Aggregate
Withdrawals/

Distributions

 

($)

 

Aggregate
Balance

at Last
FYE (2)

 

($)

Robert S. Hekemian, Jr. $ — $ — $3,034 $1,013,287 $ —
           
Allan Tubin $ — $ — $ — $ — $ —
           
John A. Aiello, Esq. $ — $ — $ — $ — $ —
           

(1)

Effective November 1, 2000, the Board of Trustees adopted the Deferred Fee Plan for its executive officers and its trustees.directors. The Deferred Fee Plan was amended and restated on December 30, 2008, effective as of December 31, 2008, and further amended and restated on September 4, 2014, effective beginning November 1, 2014. Prior to the amendments that went into effect beginning November 1, 2014, the Deferred Fee Plan permitted any executive officer or trusteedirector to elect to defer receipt of any executive officer, trusteedirector retainer, meeting attendance, or property site inspection fee. As a result of the amendments to the Deferred Fee Plan that went into effect on November 1, 2014, participants in the Deferred Fee Plan who are also Executive Officers of the TrustFREIT are only permitted to defer amounts paid to them in their capacities as trustees,directors, and are not permitted to defer amounts paid to them in their capacities as Executive Officers. On November 4, 2021, the Board approved the termination of the Deferred Fee Plan. On November 3, 2022, the Board determined that the Deferred Fee Plan Termination Payment shall be made to the participants in the Deferred Fee Plan on January 20, 2023. On January 20, 2023, in accordance with the Deferred Fee Plan Termination Payment, this amount was paid in full to each respective participant with no remaining balance due. Additionally, payment related to each participant’s share unit account was made in the form of the issuance of stock to each respective participant resulting in the issuance of 274,509 shares of common stock for each of the 274,509 vested share units. There were no remaining vested share units to be paid in the form of the issuance of stock. Please see the full discussion of the Deferred Fee Plan under “Amended and Restated Deferred Fee Plan” above.

(2)

All amounts reported in columns (a) and (b) are reported in the “Summary Compensation Table” above as compensation to the named executive officers in their capacities as members of the Board of Trustees in the fiscal year ended October 31, 2020 in the “Summary Compensation Table” above.

2023.


The following table sets forth information concerning the conversion into Share Units of deferred fees, accrued deferred interest and dividends payable with respect to credited Share Units under the Deferred Fee Plan during the fiscal year ended October 31, 2020,2023, and the aggregate number of credited Share Units, for each executive officer individually.

Participant

Aggregate Deferred Fees for FY 2020

Accrued Deferred Interest for FY 2020

Dividends Payable on Credited Share Units for FY 2020

Share Units Credited for FY 2020

Aggregate Share Units Credited

Aggregate
Deferred
Fees for FY
2023
Accrued
Deferred
Interest for
FY 2023
Dividends
Payable on
Credited Share
Units for FY
2023
Share Units
Credited
for FY 2023
Distribution
of Share
Units for
FY 2023
Aggregate
Share Units
Credited

Robert S. Hekemian, Jr.

$51,250

$6,772

$---

3,328

22,353

$3,034$ —18641,440

Allan Tubin

$---

---

---

$ — — —

John A. Aiello, Esq.

$---

---

---

$ — — —

See “Amended and Restated Deferred Fee Plan” above for more information concerning the terms and provisions of the Deferred Fee Plan and the information set forth in these tables.

58


Table of Contents

Securities Authorized for Issuance under Equity Compensation Plans

The number of stock options outstanding under the Equity Incentive Plan, the weighted-average exercise price of the outstanding options and the number of securities remaining available for issuance, as of October 31, 20202023 were as follows:

EQUITY COMPENSATION PLAN TABLE

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Plan category

(a)

(b)

(c)

Equity compensation plans approved by shareholders (1)

310,740

$18.35

442,060

Equity compensation plans not approved by shareholders

--

--

--

Total

310,740

$18.35

442,060

 

Plan Category

Number of securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights

 

(a)

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

 

(b)

Number of Securities
Remaining Available
for Future Issuance
under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column (a))

 

(c)

Equity compensation plans approved by stockholders (1)8,440$9.21433,030
Equity compensation plans not approved by stockholders
Total8,440$9.21433,030

(1)

The Trust

(1)FREIT currently has no equity compensation plans other than the Equity Incentive Plan described under “Compensation Discussion and Analysis” above.


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Awards

Stock Awards

Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)

Option
Exercise
Price ($)

Option
Expiration
Date

Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)

Market
Value of
Shares
or Units
of Stock
That
Have
Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number of
Unexercised
Shares, or
Units or
Other
Rights That
Have Not
Vested (#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value
of Stock
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested (#)

Equity Incentive Plan Awards: Number of Unexercised Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)


($)

Robert S.
Hekemian, Jr.

19,000

---

---

$18.45 (1)

9/3/2024

---

---

---

---

4,000

---

---

$18.45 (1)

9/3/2024

---

---

---

---

Allan Tubin

6,000

---

---

$18.45 (1)

9/3/2024

---

---

---

---

John A. Aiello,
Esq.

15,200

3,800 (2)

---

$21.00 (1)

11/9/2026

---

---

---

---

 

(1)

The exercise price of this option is equal to the Fair Market Value of the Shares on the date of grant (as defined in the Equity Incentive Plan), which is described under “Compensation Discussion and Analysis” above.

(2)

The unvested Shares underlying this option vest on September 4, 2021.

Fiscal 20202023 Option Exercises and Stock Vested

There

In Fiscal 2023, options with respect to 49,200 shares were no exercises of stock options or vesting of stock heldexercised by current Executive Officers in the fiscal year ended October 31, 2020.and directors for an aggregate amount of approximately $514,000.

Trustee

Director Compensation

For the fiscal year ended October 31, 2020,

From November 1, 2023 through March 9, 2023, each trusteedirector was initially entitled to receive (a) an annual retainer fee of $35,000 per year; (b) a per meeting attendance fee of $1,500 per meeting of the Board and each committee of which a trusteedirector is a member; (c) a $1,000 per meeting fee for telephonic meetings of the Board and each committee; and (d) a site inspection fee of $1,000 per site inspection. The Chairman of the Board was initially entitled to receive an additional annual retainer in the amount of $30,000 and a per meeting attendance fee of $1,800 per meeting of the Board, and the Chairman of the Audit Committee and the Chairman of the Compensation Committee and the Chairman of the Long-term Planning Committee were initially entitled to receive per meeting attendance fees of $1,800 per meeting of the Audit Committee and Compensation Committee and Long-term Planning Committee, respectively.Committee. The Chairman of the Audit Committee was initiallyand the Chairman of the Compensation Committee were entitled to receive an additional annual retainer fee of $10,000 and $7,500, respectively.

Effective March 9, 2023, the Board approved the following adjustments to compensation to be paid to the members of FREIT’s Board for services rendered and to be rendered in 2023 as follows: (a) an award to each member of the Board under the FREIT Equity Incentive Plan of shares of FREIT Common Stock, $.01 par value, having a value of $20,000, in lieu of cash compensation; (b) an increase in the annual retainer paid to members of the Board from $35,000 to $60,000; (b) an increase in the annual retainer for the Chairman of the Audit Committee from $10,000 to $15,000; (c) an increase in the annual retainer for the Chair of the Compensation Committee and the Chairman of the Long-term Planning Committee were each initially entitledBoard from $7,500 to receive$10,000; (d) payment of an additional annual retainer fee of $7,500. The Chairman of the Special Committee was initially entitled to receive an additional quarterly retainer fee of $15,000 and each other member of the Special Committee was initially entitled to a quarterly retainer of $10,000. In an effort to further preserve FREIT’s cash flow, the Board of Trustees reduced all fees, salariesNominating, Audit and retainers payable to our executive officers and membersCompensation Committees of the Board in the amount of Trustees by up to 30% from May 1, 2020 through$2,500; and (e) the end of Fiscal 2020. In addition, Mr. Meng was paid $150,000 in fiscal 2020 in recognition of his services as Chairmanelimination of the Special Committee.payment of per meeting participation fees for the Board and Committees of the Board. Based on the closing price of FREIT’s shares on March 9, 2023 of $15.50 per share, each director was awarded 1,290 shares of FREIT Common Stock. The increased fees were paid on a prorated basis in Fiscal 2023.

The trustees aredirectors were entitled to defer all or any part of their retainer, meeting and property site inspection fees pursuant to the terms of the Deferred Fee Plan. On November 4, 2021 (the “Adoption Date”), the Board approved the termination of the Deferred Fee Plan resulting in the termination of the deferral of fees on December 31, 2021 with any subsequent fees earned by a participant being paid in cash. Consistent with the termination of the Deferred Fee Plan, payment of each participant’s Deferred Fee Plan


Termination Payment must be made to each participant no earlier than twelve (12) months and one day after, and no later than twenty-four (24) months, after the Adoption Date. Any interest earned on the participant’s cash account along with dividends (if any) earned on share units, will continue to accrue in share units on each participant’s account until final payment is made. On November 3, 2022, the Board determined that the Deferred Fee Plan Termination Payment shall be made to the participants in the Deferred Fee Plan on January 20, 2023. The Deferred Fee Plan Termination Payment includes the amount deferred and earned under the Deferred Fee Plan during fiscal 2023 as described in the following two paragraphs.

As of October 31, 2022, the total payments related to the cash accounts of all participants was approximately $2,317,000 (consisting of approximately $1,366,000 of cumulative fees and approximately $951,000 of accrued interest) which had been deferred as of November 1, 2014 and was included in the “Deferred director compensation payable” in the consolidated balance sheet as of October 31, 2022. On January 20, 2023, in accordance with the Deferred Fee Plan Termination Payment, this amount was paid in full to each respective participant with no remaining balance due. Additionally, payment related to each participant’s share unit account was made in the form of the issuance of stock to each respective participant resulting in the issuance of 274,509 shares of common stock for each of the 274,509 vested share units. There are no remaining vested share units to be paid in the form of the issuance of stock.

For the fiscal year ended October 31, 2020, trustees2023, directors (including the trusteesdirectors who were also Executive Officers during the fiscal year ended October 31, 2020)2023) elected to defer an aggregate amount of approximately $526,000$26,500 of annual retainer fees, meeting attendance fees, site inspection fees and accrued interest payable to them, for their

services to the Board and its committees, which amount was converted into an aggregate of 29,1341,630 Share Units during the fiscal year ended October 31, 2020. In addition, the trustees (including the trustees who were also Executive Officers during the fiscal year ended October 31, 2020) were credited with no Share Units during the fiscal year ended October 31, 2020 from the conversion of dividends paid with respect to the Share Units credited to their accounts.2023. See “Elements of Executive Compensation – Amended and Restated Deferred Fee Plan” under “Executive Compensation - Compensation Discussion and Analysis” above.

For the fiscal year ended October 31, 2020, the Trust2023, FREIT paid an aggregate of $51,250$453,474 of annual retainer fees, meeting attendance fees and site inspection fees to the trusteesdirectors in cash and $140,000 in stock awards for their services to the Board of Trustees and its committees.

FISCAL 2020 TRUSTEE COMPENSATION (1)

Deferred Fees Earned

Stock Awards

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Nonqualified Deferred Compensation Earnings

All Other Compensation

Total

Name

($)

($)

($)

($)

($)(2)

($)

($)

Ronald J. Artinian

$136,098

$---

$---

$---

$---

$---

$136,098

David F. McBride

$91,233

$---

$---

$---

$---

$---

$91,233

Justin F. Meng

$86,500

$---

$---

$---

$---

$150,000 (3)

$236,500

David B. Hekemian

$50,250

$---

$--

$---

$---

$---

$50,250

Richard J. Aslanian

$77,850

$---

$--

$---

$---

$---

$77,850

 


FISCAL 2023 DIRECTOR COMPENSATION (1)

Name

Paid and
Deferred Fees
Earned

($) 

Stock Awards

($)(2)

Option
Awards

($)

Non-Equity
Incentive Plan
Compensation
($)

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings

($)(3) 

All Other
Compensation  ($)

Total

($)

Ronald J.
Artinian
$82,861 (4)$20,000$  —$  —$  —$  —$102,861 (4)
David F.
McBride
$79,971$20,000$  —$  —$  —$  —$99,971
Justin F. Meng$66,466$20,000$  —$  —$  —$  —$86,466
David B.
Hekemian
$55,722$20,000$  —$  —$  —$  —$75,722
Richard J.
Aslanian
$69,588$20,000$  —$  —$  —$  —$89,588

(1)

See the Summary Compensation Table above for information regarding compensation paid to each of Robert S. Hekemian, Jr. and John A. Aiello during the fiscal year ended October 31, 20202023 in connection with their positions as trustees.

directors.

(2)

On March 9, 2023, in accordance with FREIT’s Equity Incentive Plan, the Compensation Committee recommended to the Board and the Board approved that for services rendered and to be rendered in Fiscal 2023, in lieu of cash compensation in the amount of $20,000, each director was awarded shares of Common Stock, $0.01 par value, (the “Shares”) in FREIT. Based on the closing price of FREIT’s Shares on March 9, 2023 of $15.50 per Share, the Board has approved an award of 1,290 Shares of FREIT to each director serving on FREIT’s Board. As such, 1,290 Shares were issued to each director on March 9, 2023 and upon issuance were deemed fully paid and non-assessable.

(3)Effective November 1, 2014, the Deferred Fee Plan was amended to provide that the interest rate was equal to the average interest rate on ten-year Treasury bonds plus 150 basis points. The Deferred Fee Plan was also amended to provide that accrued deferred interest from and after November 1, 2014 would be converted into Share Units equivalent to Shares on a monthly basis. On November 4, 2021, the Board approved the termination of the Deferred Fee Plan resulting in the termination of the deferral of fees on December 31, 2021 with any subsequent fees earned by a participant being paid in cash. See “Amended and Restated Deferred Fee Plan” above for a description of the amendments to the Deferred Fee Plan.

(3)

(4)

Does not include annual retainer of $30,000 paid to Mr. Meng was paid $150,000Artinian in recognition ofcash in his servicescapacity as Chairman of the Special Committee.

Board.


The following table sets forth information concerning the conversion of deferred fees and accrued deferred interest into Share Units under the Deferred Fee Plan during the fiscal year ended October 31, 20202023 for each trusteedirector who participated in the Deferred Fee Plan during the fiscal year ended October 31, 2020,2023, except that the information concerning the participation of Robert S. Hekemian, Jr. and John A. Aiello, Esq., in the Deferred Fee Plan in their capacities as trusteesdirectors is set forth under “Executive Compensation” above.

Participant

Aggregate Deferred Fees for FY 2020

Accrued Deferred Interest for FY 2020

Dividends Paid on Credited Share Units for FY 2020

Share Units Credited for FY 2020

Aggregate Share Units Credited

Ronald J.

Artinian

$89,230

$21,368

$---

6,172

39,134

David F.

McBride

$84,525

$6,708

$---

5,023

29,414

Justin F. Meng

$86,500

$---

$---

4,639

18,436

David B.

Hekemian

$50,250

$---

$---

2,892

6,177

Richard J.

Aslanian

$77,850

$---

$---

4,246

9,992

Totals

$388,355

$28,076

$---

22,972

103,153

62


Table of Contents

ParticipantAggregate
Deferred Fees
for FY 2023
Accrued
Deferred
Interest for
FY 2023
Dividends Paid
on Credited
Share Units for
FY 2023
Share Units
Credited for
FY 2023
Distribution
of Share
Units
Aggregate
Share Units
Credited
Ronald J.
Artinian
$  —$9,573$  —59072,775
David F.
McBride
$  —$3,005$  —18553,798
Justin F.
Meng
$  —$  —$  —33,950
David B.
Hekemian
$  —$  —$  —14,645
Richard J.
Aslanian
$  —$  —$  —21,280
Totals$  —$12,578$  —775196,448

ITEM 12SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of Shares for (i) each person who is a beneficial owner of 5% or more of ourFREIT’s outstanding Shares, (ii) each of our trusteesFREIT’s directors and executive officers and (iii) all of our trusteesFREIT’s directors and executive officers as a group, each as of January 29, 20212024 unless otherwise indicated in the table below.

Amount and Nature of Beneficial Ownership

Name of Beneficial Owner (1) (A)
Aggregate
Number of Shares
Beneficially
Owned (2)
 (B)
Number of Shares
Acquirable within
60 Days (5)
 (C)
Aggregate
Number of Shares
Deemed to be
Beneficially
Owned
(Column A plus
Column B)
 (D)
Percent
of Class (3)
Ronald J. Artinian (4)  544,157(6)  1,000   545,157(6)  7.3%
David F. McBride, Esq. (4)  79,088(7)     79,088(7)  1.1%
Robert S. Hekemian, Jr. (4)(8)  365,878(9)     365,878(9)  4.9%
John A. Aiello, Esq. (4)(8)  25,290      25,290   * 
Justin F. Meng (4)  69,240(10)     69,240(10)  * 
David B. Hekemian (4)  506,511(11)     506,511(11)  6.8%
Richard J. Aslanian (4)  47,970   3,800   51,770   * 
Allan Tubin (8)  13,662      13,662   * 
All directors and executive officers as a group (8 persons) (6)(7)(9)(10)(11)(12)  1,549,580(12)  4,800   1,554,380(12)  20.9%

Name of Beneficial Owner (1)

(A)

Aggregate

Number of Shares Beneficially Owned (2)

(B)

Number of Shares Acquirable within

60 Days

(C)

Aggregate

Number of Shares

Deemed to be

Beneficially

Owned

(Column A plus

Column B)

(D)

Percent

of Class (3)

Ronald J. Artinian (4)

443,492

 (6)

24,400 (5)

467,892

 (6)

6.8%

David F. McBride, Esq. (4)

5,000

 (7)

19,000 (5)

24,000

 (7)

*

Robert S. Hekemian, Jr. (4)(8)

300,148

 (9)

23,000 (5)

323,148

 (9)

4.7%

John A. Aiello, Esq. (4)(8)

5,000

15,200 (5)

20,200

*

Justin F. Meng (4)

15,000

 (10)

15,200 (5)

30,200

 (10)

*

David B. Hekemian (4)

405,546

 (11)

22,600 (5)

428,146

 (11)

6.2%

Richard J. Aslanian (4)

10,200

7,600 (5)

17,800

*

Allan Tubin (8)

7,662

6,000 (5)

13,662

*

All trustees and executive officers as a group (8 persons) (6)(7)(9)(10)(11)(12)

1,089,832

 (12)

133,000 (5)

1,222,832

 (12)

17.8%

* Shares beneficially owned do not exceed 1 E issued and outstanding Shares.

 

* Shares beneficially owned do not exceed 1% of the Trust’s issued and outstanding Shares.

(1)

(1)

All trusteesdirectors and executive officers listed in this table, with the exception of John A. Aiello, maintain a mailing address at 505 Main Street, P.O. Box 667,Suite 400, Hackensack, New Jersey 07602.07601. John A. Aiello maintains a mailing address at 125 Half Mile Road, Suite 300, Red Bank, New Jersey 07701.

(2)

(2)

Except as otherwise indicated, all of the Shares are held beneficially and of record.

(3)

(3)

Based on 6,856,6517,449,583 Shares outstanding as of January 29, 2021.

2024.

(4)

(4)

A trusteedirector of the Trust.

FREIT.

(5)

(5)

Vested options to acquire Shares that are currently exercisable, or options that vest and become exercisable within 60 days after January 29, 2021.

2024.

(6)

(6)

Includes 52,504 Shares held in Individual Retirement Accounts for the benefit of Mr. Artinian. Also includes 4,3504,550 Shares which are held by Mr. Artinian’s son, with respect to which Mr. Artinian disclaims beneficial ownership.

Includes an aggregate of 383,388 shares pledged as collateral with two banking institutions to secure certain personal indebtedness.

(7)

(7)

Includes 4,000 Shares held by Mr. McBride’s wife.

(8)

(8)

An executive officer of the Trust.

FREIT.

(9)

(9)

Includes (i) an aggregate of 102,216 Shares which are held by certain partnerships and limited liability companies in which Mr. Hekemian is a partner or member, (ii) 9,238 Shares which are held in trust by Mr. Hekemian for the benefit of his children, and (iii) an aggregate of 11,000 Shares which are held in certain trusts for the benefit of Mr.

Hekemian’s nephews and of which Mr. Hekemian is trustee.trustee, and (iv) 78,917 shares pledged as collateral with a banking institution to secure indebtedness of an entity affiliated with Mr. Hekemian. Also includes 25,458 Shares held in a trust of which Mr. Hekemian is a beneficiary. Mr. Hekemian disclaims beneficial ownership of the foregoing Shares held in partnerships, limited liability companies and trusts except to the extent of his pecuniary interest in such partnerships, limited liability companies and trusts.

(10)

(10)

Includes 2,400 Shares held by Mr. Meng’s wife, with respect to which Mr. Meng disclaims beneficial ownership.

(11)

(11)

Includes (i) an aggregate of 102,216 Shares which are held by certain partnerships and limited liability companies in which Mr. Hekemian is a partner or member, (ii) an aggregate of 17,63822,506 Shares which are held in certain trusts for the benefit of Mr. Hekemian’s nephews and niece and of which Mr. Hekemian is a trustee, (iii) 25,45825,470 Shares held in a trust of which Mr. Hekemian is a beneficiary, (iv) an aggregate of 88,940 Shares held by the Robert and Mary Jane Hekemian Foundation, Inc. of which Mr. Hekemian is the Vice President/Treasurer, and (v) 6,000 Shares held in trust by Mr. Hekemian for the benefit of his children.children, (vi) an aggregate of 45,000 shares held by Edelen Associates, a partnership in which Mr. Hekemian is a partner, and (vii) 84,916 shares pledged as collateral with a banking institution to secure indebtedness of an entity affiliated with Mr. Hekemian. Mr. Hekemian disclaims beneficial ownership of the foregoing Shares held in partnerships, limited liability companies and trusts except to the extent of his pecuniary interest in such partnerships, limited liability companies and trusts. Also includes 1,6002,750 Shares held by Mr. Hekemian’s wife, with respect to which Mr. Hekemian disclaims beneficial ownership.

(12)

(12)

Robert S. Hekemian, Jr. and David B. Hekemian are both deemed to be the beneficial owner of 102,216 Shares held by certain partnerships and limited liability companies in which each of them is a partner or member. Therefore, the total number of Shares beneficially owned by all executive officers and trusteesdirectors as a group, which includes both Robert S. Hekemian, Jr. and David B. Hekemian, is not merely the aggregate of the beneficial ownership of each executive officer and trustee,director, since calculating the aggregate number of Shares beneficially owned by all executive officers and trusteesdirectors as a group on that basis would result in the 102,216 Shares of which both Robert S. Hekemian, Jr. and David B. Hekemian are deemed the beneficial owner being double-counted. As disclosed above, Robert S. Hekemian, Jr. and David B. Hekemian disclaim beneficial ownership of the 102,216 Shares except to the extent of their respective pecuniary interests in the partnerships and limited liability companies that hold such Shares.

ITEM 13CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS; DIRECTOR INDEPENDENCE

ITEM 13CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS; TRUSTEE INDEPENDENCE

Of the seven members of the Board, Ronald J. Artinian, David F. McBride, Justin F. Meng and Richard J. Aslanian qualify as “independent directors” in accordance with the applicable NASDAQ Listing Rules and SEC rules. The independenceEach of the trusteesdirectors serving on committees of the Board is discussed under “Committees ofBoard: (Nominating Committee- Ronald J. Artinian, Justin F. Meng and David F. McBride); (Compensation Committee-David F. McBride, Justin F. Meng and Richard J. Aslanian); and (Audit Committee-Ronald J. Artinian, David F. McBride and Richard J. Aslanian) qualifies as an “independent director” in accordance with the Board of Trustees” above.applicable NASDAQ Listing Rules and SEC rules.

The Board has adopted a written charter for the Audit Committee (see “Audit Committee” under Item 10 above) whereby the Audit Committee oversees and evaluates all related party transactions proposed to be entered into by the Trust. In addition, the Declaration of Trust contains procedures in the event of any proposed purchase or sale of any properties between the Trust and any trustee, executive officer or any firm, partnership or corporation in which a trustee or executive officer has or may have an interest.FREIT. Further, the TrustFREIT has adopted a Code of Ethics applicable to all trustees,directors, executive officers and management employees of the TrustFREIT (see “Code of Ethics” under Item 10 above), which Code of Ethics promotes the honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

Robert S. Hekemian, Jr., President and Chief Executive Officer of the TrustFREIT and a trustee,director of FREIT, and David B. Hekemian, a trustee,director of FREIT, are shareholders of Hekemian & Co. Robert S. Hekemian, Jr. and David B. Hekemian each holds a 33.3% equity interest in Hekemian & Co. The balance of the equity interest in Hekemian & Co. is held by other members of the Hekemian family, including Bryan S. Hekemian. Robert S. Hekemian, was the father of Robert S. Hekemian, Jr., David B. Hekemian and Bryan S. Hekemian. Robert S. Hekemian, Jr. serves as the President and Chief OperatingExecutive Officer of Hekemian & Co.; David B. Hekemian serves as a Vicethe President and the Treasurer of Hekemian & Co.; and Bryan S. Hekemian serves as a Vice President and the SecretaryChief Operating Officer of Hekemian & Co..Co.

On April 10, 2002, the TrustFREIT and Hekemian & Co. entered into a Management Agreement replacing the Management Agreement dated December 20, 1961, as extended. The term of the Management Agreement was automatically renewed as of November 1, 2019 for a two-year period, which will expire on October 31, 2021. The term of the Management Agreement automatically renews for periods of two years unless either party gives at least six months prior notice to the other of non-renewal. The Trustterm of the Management Agreement


was renewed for a two-year term, which will expire on October 31, 2025. FREIT may terminate the Management Agreement (i) without cause upon one year’s prior written notice, (ii) for cause if Hekemian & Co. has not cured an event of default within 30 days of receipt of notice of termination from the Trust,FREIT, or (iii) in the event of an acquisition of the TrustFREIT where the TrustFREIT ceases to effectively exist as an operating entity. The

Management Agreement provides for a termination fee (“Termination Fee”) in the event of a termination by the TrustFREIT without cause orand a termination fee of 1.25 times the Termination Fee if the Management Agreement terminates following a merger or acquisition of FREIT (the “M&A Termination Fee”). On March 9, 2023, the Trust.Board approved an amendment to the Management Agreement (the “Second Amendment”) which provides, among other things, that the M&A Termination Fee shall be increased from 1.25 times the Termination Fee to 2.5 times the Termination Fee.

Under the Management Agreement, Hekemian & Co. serves as Managing Agentmanaging agent for the Trust and the Trust’sFREIT’s properties which the TrustFREIT owned on November 1, 2001. The TrustFREIT may retain Hekemian & Co. or other managing agents to manage its properties acquired after November 1, 2001 and to perform various other duties such as sales, acquisitions, and development with respect to any or all of the Trust’sFREIT’s properties. However, Hekemian & Co. currently manages all properties owned by the TrustFREIT and all subsidiaries andits affiliates, of the Trust, except for the commercial office space ofbuilding at the Rotunda a mixed use (office, retail and residential) propertyProperty, located in Baltimore, Maryland that was acquired in July 2005 by Grande Rotunda, LLC (“Grande Rotunda”), a limited liability company in which the TrustFREIT owns a 60% equity interest. An unaffiliated third party management company managesmanaged the commercial office space at the Rotunda. The property owned by Grande Rotunda was sold on December 30, 2021. (See Note 2 to FREIT’s consolidated financial statements for additional details.) Hekemian & Co. is not the exclusive advisor for the TrustFREIT to locate and recommend investments deemed suitable for the Trust,FREIT, and it is not required to offer potential acquisition properties exclusively to the TrustFREIT before acquiring those properties for Hekemian & Co.’s own account or for others, including shareholders and employees of Hekemian & Co.

The Trust

FREIT retained Hekemian & Co. to manage the Preakness Shopping Center, which was acquired on November 1, 2002 by Wayne PSC, LLC (“WaynePSC”Wayne PSC”), a limited liability company in which the TrustFREIT owns a 40% membership interest, and the Damascus Shopping Center, which was acquired on July 31, 2003 by Damascus Centre, LLC (“Damascus Centre”), a limited liability company in which the TrustFREIT owns a 70% equity interest. On January 10, 2022, the property owned by Damascus Centre was sold. (See Note 2 to FREIT’s consolidated financial statements for additional details.) In the fiscal year ended October 31, 2004, the TrustFREIT retained Hekemian & Co. to manage The Pierre Towers, an apartment complex acquired on April 15, 2004. This property was formerly owned by S And A Commercial Associates Limited Partnership (“S&A”), which was reorganized by FREIT on February 28, 2020 from a partnership into a tenancy-in-common (“TIC”), in which the TrustFREIT ultimately acquired a 65% undivided ownership interest. In the fiscal year ended October 31, 2005, the Trust retained Hekemian & Co. to provide supervisory and management services to Grande Rotunda, although the Trust did not retain Hekemian & Co. to manage the commercial office space at the Rotunda.

Pursuant to the terms of the Management Agreement, the TrustFREIT pays Hekemian & Co. certain basic management fees, mortgage origination fees, administrative fees, other miscellaneous fees and leasing commissions as compensation for its services. The Management Agreement includes a detailed schedule of such fees and commissions for those services which the Managing Agentmanaging agent may be called upon to perform. During the fiscal year ended October 31, 2020, the Trust2023, FREIT incurred to Hekemian & Co. and Hekemian Development Resources, LLC, a wholly-owned subsidiary of Hekemian & Co. (“Hekemian Resources”), management and other fees in the approximate aggregate amount of $3,308,000,$2,474,000, which includes the management fees of approximately $2,201,000$1,342,000 described in more detail below, and mortgage, leasing and other fees in the approximate amount of $1,107,000.$1,132,000. Included in other fees for the fiscal year ended October 31, 20202023 are commissions payable to Hekemian & Co. of approximately $125,000 for the following: $129,000 for the additional proceeds received from the post-closing rent escrow for the sale of the Rotunda Property; $20,000 for the additional proceeds received from the post-closing rent escrow for the sale of the Westridge Square Property; $10,000 for the additional proceeds received from the post-closing rent escrow for the sale of the Damascus Property; $127,500 for refinancing of the loan on the Westwood Hills LLC loan.property; and $21,000 for the modification and extension of the loan on the Westwood Plaza property.

The Trust

FREIT also uses the resources of Hekemian & Co.’s insurance department to secure insurance coverage for its properties and subsidiaries. Hekemian & Co. is paid a commission for these services, which amounted to approximately $190,000$166,000 in the fiscal year ended October 31, 2020.2023.

During the fourth quarter of the fiscal year ended October 31, 2007, the Board approved development fee arrangements for supervising the Rotunda and Damascus Shopping Center redevelopment projects. Hekemian Resources entered into Agency Agreements with each of Grande Rotunda and Damascus Centre for the performance of management services in connection with the Rotunda and Damascus Center redevelopment projects on December 10, 2009 and August 13, 2008, respectively. The Agency Agreement with respect to the Rotunda was subsequently amended as of July 24, 2012 based on revisions to the scope of the project approved by the Board. The Agency Agreement with respect to the Rotunda project provided for Hekemian Resources to receive a fee equal to 6.375% of the total development costs as defined less the amount of $3,000,000 that Grande Rotunda had previously paid to Hekemian & Co. for the Rotunda project. In addition, the Trust paid Hekemian Resources a fee in the amount of $1,400,000 in connection with the revision to the scope of the Rotunda project. The Trust paid $500,000 of this fee to Hekemian Resources in the fiscal year ended October 31, 2013. The balance of $900,000 became due upon the issuance of a certificate of occupancy for the multi-family portion of the project. A final certificate of occupancy was issued in the fiscal year ended October 31, 2016; however, Hekemian Resources agreed to defer the payment of the $900,000 balance of this fee, and accordingly the $900,000 portion of the fee was included in accounts payable on the Trust’s consolidated balance sheet at October 31, 2017. The Trust paid the $900,000 portion of this fee to Hekemian Resources in February 2018 with proceeds from the refinancing of the Wells Fargo construction loan with the new loan from Aareal Capital Corporation. The Trust also paid Hekemian Resources the amount of $45,000 representing a mutually agreed upon amount of interest on the $900,000 portion of the fee for the period during which Hekemian Resources had agreed to defer payment thereof.

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Table of Contents

The Damascus Center redevelopment project has been completed, and all development fees due and payable pursuant to the Agency Agreement between Hekemian Resources and Damascus Centre were paid in full prior to the fiscal year ended October 31, 2014.

From time to time, the TrustFREIT engages Hekemian & Co., or certain affiliates of Hekemian & Co., to provide certain additional services, such as consulting services related to development and financing activities of the Trust.FREIT. Separate fee arrangements are negotiated between the TrustFREIT and Hekemian & Co. with respect to such services. The TrustFREIT also reimburses Hekemian & Co. for the salaries,certain operating expenses, such as payroll taxes,and insurance costs, and certain other costs of personnel employed at the Trust’s properties by Hekemian & Co.incurred on behalf of the Trust.FREIT.

The Trust’s

FREIT’s real estate investments may be in the form of wholly owned fee interests or, if the circumstances warrant, joint venture interests or as tenants-in-common. The TrustFREIT will make certain real estate investments through joint ventures with other parties from time to time in order to diversify risk. The TrustFREIT will also consider investing in real estate that requires development or that involves particular risk through joint ventures in order to meet the Trust’sFREIT’s investment objectives. In furtherance of these objectives, the TrustFREIT has invested in joint ventures with employees and affiliates of Hekemian & Co. and with trusteesdirectors of the Trust,FREIT, as described below.

The Trust


FREIT owns a 60% equity interest in, and is the managing member of, Grande Rotunda.Rotunda, which was the owner of the Rotunda property. Rotunda 100, LLC a New Jersey limited liability company (“Rotunda 100”), owns a 40% equity interest in Grande Rotunda. Robert S. Hekemian, Jr., Chief Executive Officer, President and a trusteedirector of the TrustFREIT and a shareholder and officer of Hekemian & Co.; David B. Hekemian, a trusteedirector of the TrustFREIT and a shareholder and officer of Hekemian & Co.; Allan Tubin, the Chief Financial Officer and Treasurer of the TrustFREIT and an officer of Hekemian & Co.; certain other members of the immediate family of the late Robert S. Hekemian, the former Chairman and Chief Executive Officer of and consultant to the TrustFREIT and a former shareholder and former officer of Hekemian & Co. and other employees of Hekemian & Co. have majority managing control of Rotunda 100. In July 2005, Grande Rotunda completed the acquisition of the Rotunda for a purchase price of approximately $31 million (inclusive of transaction costs), which was financed, in part, from an acquisition loan in the amount of $22.5 million, and the balance of which was contributed in cash by the members of Grande Rotunda in proportion to their membership interests. As an incentive to the employees of Hekemian & Co. to identify and provide real estate investment opportunities for the Trust, the TrustFREIT, FREIT advanced to the employees of Hekemian & Co. who are members of Rotunda 100 (including Robert S. Hekemian, Jr., David B. Hekemian, Allan Tubin and certain other members of the immediate family of the late Robert S. Hekemian), 50% of the amount of the equity capital required to be contributed by them to Rotunda 100 in connection with the acquisition and operation of the Rotunda. The TrustFREIT initially loaned an aggregate amount of approximately $1,900,000 to those Hekemian & Co. employees (including approximately $1,800,000 to Robert S. Hekemian, Jr., David B. Hekemian and Allan Tubin) and certain other members of the immediate family of the late Robert S. Hekemian with respect to their equity capital contributions (the “Rotunda Notes”). On May 8, 2008, the Board of Trustees approved amendments to the loan agreements to increase the aggregate amount of the loans to $4,000,000 (which increased the aggregate amount loaned to Robert S. Hekemian, Jr., David B. Hekemian, Allan Tubin and certain other members of the immediate family of the late Robert S. Hekemian in connection with the Rotunda Notes to $3,800,000 from the initial aggregate amount of $1,800,000). These loans bearbore interest that floatsfloated at 225 basis points over the 90-day London Interbank Offered Rate (“LIBOR”), as adjusted each November 1, February 1, May 1 and August 1, and the loans arewere secured by such employees’ membership interests in Rotunda 100. The Rotunda Notes originally provided for payments of accrued interest on a quarterly basis, with no principal payments required during the term of the Rotunda Notes, except that the borrowers were required to pay to the TrustFREIT all refinancing proceeds and other cash flow they received from their interests in Grande Rotunda. The Rotunda Notes were originally scheduled to mature at the earlier of (a) 10 years after issue, on June 19, 2015 and (b) at the election of the Trust,FREIT, 90 days after the borrower terminatesterminated employment with Hekemian & Co., at which time all outstanding unpaid amounts would be due. On June 4, 2015, the Board approved an extension of the terms of each of the Rotunda Notes to the earlier to occur of (a) June 19, 2018 and (b) the day that is 5 days after Grande Rotunda closes on a permanent mortgage loan secured by the Rotunda property. On December 7, 2017, the Board approved amendments to the Rotunda Notes to further extend the term of each of the Rotunda Notes to the date or dates upon which Grande Rotunda makes distributions of cash to its members as a result of either a refinancing of Grande Rotunda’s indebtedness or a sale of Grande Rotunda or all or a portion of the real property owned by it; provided, that the Rotunda Notes will mature only to the extent of such distributions to the maker of the Rotunda Notes. Pursuant to the December 7, 2017 amendments, distributions of cash as a result of events other than a refinancing of the indebtedness of Grande Rotunda or sale of the Rotunda property will not result in the maturation of the Rotunda Notes. At October 31, 2020, the outstanding principal balance onOn December 30, 2021, the Rotunda NotesProperty was $4,000,000,sold and the net sales proceeds were distributed to the equity owners in Grande Rotunda. In Fiscal 2022, approximately $5.3 million of the secured loans receivable (including accrued but unpaidinterest) were repaid to FREIT with no outstanding balance remaining of principal or interest onrelated to the Rotunda Notes was $1,194,000. 100 notes.

Grande Rotunda paiddid not pay Hekemian & Co. approximately $604,000 in management fees during the fiscal year ended October 31, 2020, which is included in the $2,201,000 of management fees paid by the Trust to Hekemian & Co. during the fiscal year ended October 31, 2020 mentioned above.2023. Pursuant to the terms of the Management Agreement, Grande Rotunda paid Hekemian & Co. leasing commissions in the aggregate amount of approximately $20,000,$189,000, which is included in the $1,107,000$1,132,000 of mortgage, leasing and other fees paid to Hekemian & Co. mentioned above.above during the fiscal year ended October 31, 2023.

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Table of Contents

Prior to the refinancing of the Wells Fargo construction loan for the Rotunda property with a new loan from Aareal Capital Corporation, the TrustFREIT and Rotunda 100, as the 60% and 40% owners of Grande Rotunda, respectively, had been contributing their respective pro-rata share of Grande Rotunda’s cash needs through loans to Grande Rotunda. As of October 31, 2020,On December 30, 2021, the Rotunda 100 had fundedProperty was sold and Grande Rotunda withrepaid loans including accrued interest of approximately $5.9$31 million (including accrued interest), which is includedto the equity owners in “DueGrande Rotunda. In Fiscal 2022, all loans were repaid in full to affiliate” oneach of the Trust’s consolidated balance sheet as of October 31, 2020 and is characterized as a demand loan that Rotunda 100 can require to be repaid at any time.equity owners in Grande Rotunda.

The Trust

FREIT owns a 70% membershipequity interest in, and is the managing member of, Damascus Centre, which iswas the owner of the 144,000 square foot shopping center located in Damascus, Shopping Center. During the fiscal year ended October 31, 2005, in order to incentivize employees of Hekemian & Co.Maryland. Damascus 100, LLC (“Damascus 100”), the Trust’s Board authorized an investor group comprised principally of Hekemian employees (including Robert S. Hekemian, Jr., David B. Hekemian, Allan Tubin and certain other members of the immediate family of the late Robert S. Hekemian) (the “Hekemian Group”) to acquireowns a 30% equity interest in Damascus Centre through Damascus 100, LLC (“Damascus 100”).

The sale of an equity interest in Damascus Centre to Damascus 100 was completed on October 31, 2006, at a sale price of $3,224,000, of which the Trust financed approximately $1,451,000. The Trust agreed to advance to the Hekemian Group up to 50% of the amount of the equity purchase price required to be paid by them (including approximately $1,400,000 toCentre. Robert S. Hekemian, Jr., Chief Executive Officer, President and a director of FREIT and a shareholder and officer of Hekemian & Co.; David B. Hekemian, a director of FREIT and a shareholder and officer of Hekemian & Co.; Allan Tubin)Tubin, the Chief Financial Officer and Treasurer of FREIT and an officer of Hekemian & Co.; certain other members of the immediate family of the late Robert S. Hekemian, (the “Damascus Notes”). These advances were in the formformer Chairman and Chief Executive Officer of secured loans that bore interest that floated at 225 basis points over the 90-day LIBOR, as adjusted each November 1, February 1, May 1 and August 1. The Damascus Notes originally provided for paymentsconsultant to FREIT and a former shareholder and former officer of accrued interest on a quarterly basis, with no principal payments required during the term of the Damascus Notes, except that the borrowers were required to pay to the Trust all refinancing proceedsHekemian & Co. and other cash flow they received from their interests in Damascus Centre. The Damascus Notes were originally scheduled to mature at the earlieremployees of (a) 10 years after issue, on September 30, 2016 and (b) at the election of the Trust, 90 days after the borrower terminates employment with Hekemian & Co., at which time all outstanding unpaid amounts would be due. On June 4, 2015, the Board approved an extension have majority managing control of the term of each of the Damascus Notes to the earlier to occur of (a) June 19, 2018 and (b) the day that is 5 days after the Grande Rotunda, LLC closes on a permanent mortgage loan secured by the Rotunda property. The loans were secured by such employees’ membership interests in Damascus 100. On December 7, 2017,January 10, 2022, the Board approved amendments to the Damascus Notes to further extend the term of each of the Damascus Notes to the date or dates upon which Grande Rotunda makes distributions of cash to its members as a result of either a refinancing of Grande Rotunda’s indebtedness or a sale of Grande Rotunda or all or a portion of the real property owned by it; provided, that the Damascus Notes will mature only to the extent of such distributions to the maker of the Damascus Notes. Pursuant to the December 7, 2017 amendments, distributions of cash as a result of events other than a refinancing of the indebtedness of Grande Rotunda or sale of the Rotunda property would not have resulted in the maturation of the Damascus Notes. In the fourth quarter of the fiscal year ended October 31, 2018, the Damascus 100 members repaid the Damascus Notes in full for a total payment of $1,870,000, which was comprised of principal in the amount of $1,451,000 and accrued interest in the amount of approximately $419,000. Damascus Centre paidwas sold. Damascus Centre did not pay Hekemian & Co. approximately $142,000 inany management fees or leasing commissions during the fiscal year ended October 31, 2020, which is included in $2,201,000 of management fees paid by the Trust to Hekemian & Co. and Hekemian Resources during the fiscal year ended October 31, 2020 mentioned above. Pursuant to the Management Agreement, Damascus Centre paid leasing commissions to Hekemian & Co. in the aggregate amount of approximately $3,000, which is included in the $1,107,000 of mortgage, leasing and other fees paid to Hekemian & Co. mentioned above during the fiscal year ended October 31, 2020.2023.

The Trust


FREIT owns a 40% membership interest in Westwood Hills, LLC a New Jersey limited liability company (“Westwood Hills”), which is the owner of a 210-unit residential apartment complex in Westwood, New Jersey. In addition, an aggregate of 35% of the membership interests in Westwood Hills is beneficially owned byby: Robert S. Hekemian, Jr., the Chief Executive Officer, President and a trusteedirector of the TrustFREIT and a shareholder and officer of Hekemian & Co.; Ronald J. Artinian, the Chairman and a trusteedirector of the Trust;FREIT; David B. Hekemian, a trusteedirector of the TrustFREIT and a shareholder and officer of Hekemian & Co.; the lateEstate of Robert S. Hekemian, the former Chairman and Chief Executive Officer of and consultant to the TrustFREIT and a former shareholder and former officer of Hekemian & Co.; members of Hekemian family; and two former trusteesdirectors of the Trust.FREIT. Pursuant to the terms of an operating agreement, the TrustFREIT is the Managing Membermanaging member of Westwood Hills. Hekemian & Co. currently serves as the Managing Agentmanaging agent for Westwood Hills. During the fiscal year ended October 31, 2020,2023, Westwood Hills paid Hekemian & Co. approximately $217,000$268,000 in management fees, which is included in the $2,201,000$1,342,000 of management fees paid by the TrustFREIT to Hekemian & Co. and Hekemian Resources during the fiscal year ended October 31, 20202023 mentioned above.

The Trust

FREIT owns a 40% equity interest in WaynePSC.Wayne PSC and H-TPKE, LLC a New Jersey limited liability company (“H-TPKE”), owns a 60% equity interest in WaynePSC.Wayne PSC. In addition, an aggregate of approximately 73% of the membership interests in H-TPKE is controlled by: Robert S. Hekemian, Jr., the Chief Executive Officer, President and a trusteedirector of the TrustFREIT and a shareholder and officer of Hekemian & Co.; David B. Hekemian, a trusteedirector of the TrustFREIT and a shareholder and officer of Hekemian & Co.; the late Robert S. Hekemian, the former Chairman and Chief Executive Officer and consultant to the TrustFREIT and a former shareholder and former officer of Hekemian & Co.; members of the families of Robert S. Hekemian, Jr., David B. Hekemian and the late Robert S. Hekemian; and other employees of Hekemian & Co. The TrustFREIT is the Managing Member

of WaynePSC. WaynePSCWayne PSC. Wayne PSC owns a 323,000 +/- sq. ft. community322,000 square foot shopping center located in Wayne, New Jersey, known as the Preakness Shopping Center. Hekemian & Co. is the Managing Agentmanaging agent for the Preakness Shopping Center. During the fiscal year ended October 31, 2020, WaynePSC2023, Wayne PSC paid Hekemian & Co. an annual propertyapproximately $137,000 in management fee in the approximate amount of $160,000,fees, which is included in the $2,201,000$1,342,000 of management fees paid by the TrustFREIT to Hekemian & Co. and Hekemian Resources during the fiscal year ended October 31, 20202023 mentioned above. Pursuant to the terms of the Management Agreement, WaynePSCWayne PSC paid Hekemian & Co. leasing commissions in the aggregate amount of approximately $11,000$27,000 with respect to leasing activity at the Preakness Shopping Center, which is included in the $1,107,000$1,132,000 of mortgage, leasing and other fees paid to Hekemian & Co. mentioned above.above during the fiscal year ended October 31, 2023.

On March 10, 2022, the equity owners in Wayne PSC, H-TPKE and FREIT, each entered into a grid promissory note for funding Wayne PSC up to $600,000 and $400,000, respectively, based on each owner’s respective pro-rata share of Wayne PSC. During May 2022, Wayne PSC required funding by each of the owners totaling $500,000, with each owner contributing its respective pro-rata share of Wayne PSC. As such, H-TPKE funded $300,000 and FREIT funded $200,000. Wayne PSC repaid these loans in full (including accrued interest) to each of the equity owners from the net proceeds received from the refinancing of the loan on the Preakness Shopping Center in July 2022.

On February 28, 2020, FREIT reorganized S&A from a partnership into a TIC. Prior to this reorganization, FREIT owned a 65% membershippartnership interest in S&A, which owned 100% of the Pierre Towers property located in Hackensack, New Jersey through its 100% interest in Pierre Towers, LLC. Accordingly, FREIT consolidated the financial statements of S&A and its subsidiary to include 100% of the subsidiary’s assets, liabilities, operations and cash flows with the interest not owned by FREIT reflected as “noncontrolling interests in subsidiary” and all significant intercompany accounts and transactions were eliminated in consolidation.

Pursuant to the TIC agreement, FREIT ultimately acquired a 65% undivided interest in the Pierre Towers property which was formerly owned by S&A. Based on the guidance of Accounting Standards Codification 810, “Consolidation”Consolidation, FREIT’s investment in the TIC is accounted for under the equity method of accounting. While FREIT’s effective ownership percentage interest in the Pierre Towers property remains unchanged after the reorganization to a TIC, FREIT no longer has a controlling interest as the TIC is now under joint control. Since FREIT retained a noncontrolling financial interest in the TIC and the deconsolidation of the subsidiary (on February 28, 2020) is not the result of a nonreciprocal transfer to owners, FREIT recognized a gain on deconsolidation. The remaining 35% undivided interest in the Pierre Towers property is owned by Robert S. Hekemian, Jr., the Chief Executive Officer, President and a trusteedirector of the TrustFREIT and a shareholder and officer of Hekemian & Co.; David B. Hekemian, a trusteedirector of the TrustFREIT and a shareholder and officer of Hekemian & Co.; Allan Tubin, the Chief Financial Officer and Treasurer of the TrustFREIT and an officer of Hekemian & Co.; and certain members of the immediate family of the late Robert S. Hekemian, the former Chairman, and Chief Executive Officer and consultant to the TrustFREIT and a former shareholder and former officer of Hekemian & Co. In February 2005, and in accordance with its investment policy regarding risk diversification, the TrustFREIT allowed the minority owners of the former S&A partnership to make a cash contribution to the former S&A partnership of approximately $1.3 million to increase their ownership interest in the former S&A partnership from approximately 25% to 35%, which approximated market value at the time of the investment. On April 15, 2004, the former S&A partnership purchased The Pierre Towers, a residential apartment complex located in Hackensack, New Jersey. Prior to the reorganization of S&A from a partnership to a TIC on February 28, 2020, the Pierre Towers, LLC, on behalf of the S&A partnership, paid Hekemian & Co. management fees in the amount of approximately $123,000, which is included in the $2,201,000 of management fees paid by the Trust to Hekemian & Co. and Hekemian Resources duringDuring the fiscal year ended October 31, 2020 mentioned above. Subsequent to February 28, 2020 through October 31, 2020,2023, the Pierre Towers TIC paid management fees to Hekemian & Co. of approximately $241,000.$418,000 in management fees. Additionally, the Pierre Towers TIC also uses the resources of the Hekemian & Co. insurance department to secure various insurance coverages for the Pierre Towers property. The Pierre Towers TIC paid approximately $26,000$51,000 for such insurance services for the period from February 28, 2020 throughfiscal year ended October 31, 2020.2023.


Robert S. Hekemian, Jr., the Chief Executive Officer, President and a trusteedirector of the TrustFREIT and a shareholder and officer of Hekemian & Co., was a director of Oritani Financial Corp. and its subsidiary, Oritani Bank, until Oritani Financial was merged into Valley National Bancorp in December 2019. The TrustFREIT is a party to a commercial mortgage loan with Valley National Bancorp. The mortgage loan is in the original principal amount of $22,750,000 with an interest rate of 4.75% per annum, which is secured by the Trust’sFREIT’s Westwood Plaza property and matureswas scheduled to mature on January 13,February 1, 2023. Effective February 1, 2023, FREIT entered into a loan extension and modification agreement with Valley National Bank on this loan with a then outstanding balance of approximately $16,864,361. Under the terms and conditions of this loan extension and modification, the maturity date of the loan was extended for a term of one (1) year from February 1, 2023 to February 1, 2024 with the option of FREIT to extend for one additional year from the extended maturity date, subject to certain provisions of the loan agreement. This mortgage loan was negotiated at arm’s length and was on standard terms. Another mortgageOn October 31, 2023, FREIT exercised its right, pursuant to the loan with Oritani Bank inagreement, to extend the original principal amountterm of $6,000,000 was repaid bythis loan for one additional year from an initial maturity date of February 1, 2024 to a new maturity date of February 1, 2025. This loan extension will be at a fixed interest rate based on the Trust in February 2019.then corresponding Wall Street Journal Prime Rate (approximately 8.5%).

The Trust

FREIT retained the law firm of Giordano, Halleran & Ciesla, P.C during the fiscal year ended October 31, 20202023 to furnish legal services. John A. Aiello, a trusteedirector and executive officerSecretary of the Trust,FREIT, is an officer and shareholder in the law firm. During the fiscal year ended October 31, 2020,2023, Giordano, Halleran & Ciesla, P.C. received $571,061$255,950 in fees from the TrustFREIT and its affiliates for its services. In addition, Mr. Aiello paid to the law firm the amount of $55,500,$50,989, representing retainer and meeting fees, which Mr. Aiello received in connection with his services as the Secretary and Executive Secretary of the TrustFREIT during the fiscal year ended October 31, 2020.2023.

Effective upon the late Robert S. Hekemian’s retirement as Chairman, Chief Executive Officer and as a trustee on April 5, 2018, the Trust entered into a Consulting Agreement with Mr. Hekemian, pursuant to which Mr. Hekemian provided consulting services to the Trust through December 2019. Under the Consulting Agreement, Mr. Hekemian was obliged to provide advice and consultation with respect to matters pertaining to the Trust and its subsidiaries, affiliates, assets and business, for no fewer than 30 hours per month during the term of the agreement. The Trust paid Mr. Hekemian a consulting

68


fee of $5,000 per month during the term of the Consulting Agreement, which was payable in the form of Shares on a quarterly basis (i.e. in quarterly installments of $15,000). The number of Shares to be issued for each quarterly installment of the consulting fee was determined by dividing the dollar amount of the consulting fee by the closing price of one Share on the OTC Pink Open Market as of the close of trading on the last trading day of the calendar quarter with respect to which such consulting fee was payable. For the fiscal year ended October 31, 2020, consulting fee expense for Robert S. Hekemian was approximately $8,000.

ITEM 14PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Audit fees billed by EisnerAmper LLP to the TrustFREIT totaled $431,000$408,000 for the fiscal year ended October 31, 20202023 for professional services rendered in connection with the audits of the Trust’sFREIT’s consolidated financial statements and reviews of the quarterly reports on Form 10-Q for the fiscal year ended October 31, 2020.2023. Audit fees billed by EisnerAmper LLP to the TrustFREIT totaled $507,000$388,000 for the fiscal year ended October 31, 20192022 for professional services rendered in connection with the audits of the Trust’sFREIT’s consolidated financial statements audits of internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, and reviews of the quarterly reports on Form 10-Q for the fiscal year ended October 31, 2019.2022.

Audit-Related Fees

Audit-related

EisnerAmper LLP did not bill FREIT, and FREIT did not pay, for any audit-related fees billed induring the fiscal yearyears ended October 31, 20202023 and 2019 totaled $43,000 and $35,000, respectively, in connection with matters related to the Sale Agreement.2022.

Tax Fees

In the fiscal year ended October 31, 2020,2023, EisnerAmper LLP billed the Trust $32,500FREIT $50,000 for the preparation of the Trust’s 2019FREIT’s 2022 tax return and $8,735 in connection with an analysis relating to the payment of dividends and return of capital. In addition, EisnerAmper LLP billed the Trust $40,000 in the fiscal year ended October 31, 2020 for tax-related matters and consultations in connection with the Sale Agreement.return. In the fiscal year ended October 31, 2019,2022, EisnerAmper LLP billed the Trust $32,500FREIT $46,000 for the preparation of the Trust’s 2018FREIT’s 2021 tax return and $6,000 in connection with an analysis relating to the payment of dividends and return of capital. In addition, EisnerAmper LLP billed the Trust $106,000 in the fiscal year ended October 31, 2019 for tax-related matters and consultations in connection with the Sale Agreement.return.

All Other Fees

EisnerAmper LLP did not bill the TrustFREIT, and FREIT did not pay, for any other services during the fiscal years ended October 31, 20202023 and 2019.2022.

Policy on Pre-Approval of Audit and Permissible Non-Audit Services

All audit and non-audit services provided by the Trust’sFREIT’s independent registered public accounting firm and the fees associated therewith are pre-approved by the Audit Committee in accordance with the written charter of the Audit Committee adopted by the Board of Trustees.Board. The Audit Committee gives due consideration to the potential impact of all non-audit services on auditor independence. The engagement of EisnerAmper LLP, which was pre-approved by the Audit Committee, did not make use of the de minimis exception for pre-approval contained in the rules of the SEC that permit limited engagements for non-audit services involving amounts under a specified threshold.


69PART IV


PART IV

ITEM 15: EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

ITEM 15:

(a) Financial Statements:

Page

(i) Report of Independent Registered Public Accounting Firm (PCAOB 274)

72

70-71

(ii) Consolidated Balance Sheets as of October 31, 20202023 and 20192022

73

72

(iii) Consolidated Statements of Income for the years ended October 31, 2020, 20192023, 2022 and 20182021

74

73

(iv) Consolidated Statements of Comprehensive Income (Loss) for the years ended October 31, 2020, 2019 2023, 2022 and 20182021

75

74

(v) Consolidated Statements of Equity for the years ended October 31, 2020, 20192023, 2022 and 20182021     

76

75

(vi) Consolidated Statements of Cash Flows for the years ended October 31, 2020, 20192023, 2022 and 20182021

77

76

(vii) Notes to Consolidated Financial Statements

78

77

(b) Financial Statement Schedule:

(i) III - Real Estate and Accumulated Depreciation

99/100

97-98

(c) Exhibits:

See Index to Exhibits.

101

99


70


Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, FREIT 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, Inc.

Dated: January 29, 2021

2024

By:  /s/ Robert S. Hekemian, Jr.

Robert S. Hekemian, Jr.

President and Chief Executive Officer

(Principal Executive Officer)

By:  /s/ Allan Tubin

Allan Tubin

Chief Financial Officer and Treasurer

(Principal Financial/Accounting Officer)

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Robert S. Hekemian, Jr. and Allan Tubin his true and lawful attorney-in-fact and agent for him and in his name, place anand stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed by the following persons in the capacities and on the dates stated.


Signatures

Title

Date

/s/ Robert S. Hekemian, Jr.

President, Chief Executive Officer

January 29, 2021

2024

Robert S. Hekemian, Jr.

(Principal Executive Officer) and Trustee

Director

/s/ Allan Tubin

Chief Financial Officer and

January 29, 2021

2024

Allan Tubin

Treasurer (Principal Financial /Accounting/
Accounting
Officer)

/s/ Ronald J. Artinian

Chairman of the Board and Trustee

Director

January 29, 2021

2024

Ronald J. Artinian

/s/ David F. McBride

Director

Trustee

January 29, 2021

2024

David F. McBride

/s/ John A. Aiello

Director

Trustee

January 29, 2021

2024

John A. Aiello

/s/ Justin F. Meng

Director

Trustee

January 29, 2021

2024

Justin F. Meng

/s/ David B. Hekemian

Director

Trustee

January 29, 2021

2024

David B. Hekemian

/s/ Richard J. Aslanian

Director

Trustee

January 29, 2021

2024

Richard J. Aslanian


71


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of TrusteesDirectors and ShareholdersStockholders of

First Real Estate Investment Trust of New Jersey, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of First Real Estate Investment Trust of New Jersey, Inc. and Subsidiaries (the “Company”) as of October 31, 20202023 and 2019,2022, and the related consolidated statements of income, comprehensive income, (loss), equity, and cash flows for each of the years in the three-year period ended October 31, 2020,2023, and the related notes and the financial statement schedule identified in Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of October 31, 20202023 and 2019,2022, and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended October 31, 2020,2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

As of October 31, 2023, the Company had real estate, net of accumulated depreciation (including construction in progress), of approximately $94.5 million. As more fully described in Note 1 to the financial statements, the Company evaluates its real estate for impairment whenever events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets may be less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. When it is determined that the carrying value of an asset is not recoverable, an impairment loss is then calculated by comparing the fair value of the asset to its carrying amount. Estimates of undiscounted cash flows or fair value are sensitive to changes in assumptions and judgements, the outcome of which could vary significantly.

We identified the impairment evaluation for the Company’s commercial properties (including construction in progress), having a net book value of approximately $35.5 million, as a critical audit matter due to significant judgment by management in identifying indicators of impairment and in the estimated recoverability of these properties. This in turn led to a high degree of auditor judgment, subjectivity, and audit effort in performing procedures to evaluate the reasonableness of management's


significant estimates and assumptions related to future operating income, holding periods, capitalization rates and residual values.

Addressing the matter involved performing procedures and evaluating audit evidence, in connection with forming our overall opinion on the financial statements. We obtained an understanding and evaluated the design of controls over the Company’s impairment evaluation. Our procedures included, among others, assessing the methodologies applied, identifying the existence of any triggering events, comparing the recoverability analysis to the carrying value by property and evaluating the reasonableness of significant estimates and assumptions including future operating income, holding periods, capitalization rates and residual values, and considered if they were reasonable considering the past and current performance of the property and if consistent with evidence obtained in other areas of the audit. We tested the completeness and accuracy of the underlying data used by management in its evaluation. We held discussions with management about the current status of the commercial properties to understand how management’s significant estimates and assumptions were developed considering potential future market conditions. In addition, we evaluated the mathematical accuracy of the calculations included in the Company’s evaluation.

/s/ EisnerAmper LLP

We have served as the Company’s auditor since 2006.

EISNERAMPER LLP

Iselin, New JerseyYork, New York

January 29, 20212024


72


Table of Contents

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

October 31,

 October 31, October 31, 

2020

2019

 2023 2022 

(In Thousands of Dollars)

 (In Thousands, Except Share and Per Share Amounts) 

ASSETS

     

     

Real estate, at cost, net of accumulated depreciation

$

278,150

$

330,108

 $93,617  $95,875 

Construction in progress

566

395

  898   688 

Cash and cash equivalents

36,860

38,075

  13,217   49,578 
Investment in U.S. Treasury securities available-for-sale  23,593    

Investment in tenancy-in-common

20,101

0—

  18,137   18,798 

Tenants' security accounts

1,408

2,278

  962   1,038 

Receivables arising from straight-lining of rents

3,977

4,374

  690   790 

Accounts receivable, net of allowance for doubtful accounts of $804 and

$379 as of October 31, 2020 and 2019, respectively

1,811

1,741

Secured loans receivable

5,194

5,053

Accounts receivable, net of allowance for doubtful accounts of $1,090 and $1,126 as of October 31, 2023 and 2022, respectively  559   802 
Funds held in post-closing escrow  883   6,251 

Prepaid expenses and other assets

4,985

5,951

  4,912   3,176 

Deferred charges, net

2,163

2,643

  311   244 
Interest rate swap contracts  1,336   1,409 

Total Assets

$

355,215

$

390,618

 $159,115  $178,649 

        

        

LIABILITIES AND EQUITY

        

        

Liabilities:

        

Mortgages payable, including deferred interest of $360 and $0 as of October 31, 2020 and 2019, respectively

$

307,240

$

352,790

Mortgages payable, including deferred interest of $222 as of October 31, 2023 and 2022 $138,179  $139,217 

Less unamortized debt issuance costs

1,810

2,886

  1,117   1,145 

Mortgages payable, net (Note 5)

305,430

349,904

Mortgages payable, net  137,062   138,072 

        

Due to affiliate

5,921

5,705

Deferred trustee compensation payable

2,633

7,610

Deferred director compensation payable     2,317 

Accounts payable and accrued expenses

2,277

3,097

  1,275   1,306 

Dividends payable

0-

1,357

  372   10,573 

Tenants' security deposits

2,124

3,381

  1,262   1,285 

Deferred revenue

1,043

1,390

  668   357 

Interest rate cap and swap contracts

4,924

2,126

Total Liabilities

324,352

374,570

  140,639   153,910 

        

Commitments and contingencies (Note 7)

        

        

Equity:

Common equity:

Shares of beneficial interest 00without par value:

8,000,000 shares authorized; 6,993,152 shares issued plus 152,144 and

27,960

28,847

192,122 vested share units granted to Trustees at October 31, 2020

and 2019, respectively

Treasury stock, at cost: 136,501 and 206,408 shares at October 31, 2020

(2,863

)

(4,330

)

and 2019, respectively

Undistributed earnings (dividends in excess of net income)

13,791

(6,762

)

Accumulated other comprehensive loss

(3,986

)

(2,040

)

Common Equity:        
Preferred stock with par value of $0.01 per share: 5,000,000 and 0 shares authorized and issued, respectively      
Common stock with par value of $0.01 per share: 20,000,000 shares authorized; 7,449,583 and 7,048,344 shares issued plus 0 and 272,882 vested share units granted to directors at October 31, 2023 and 2022, respectively  74   73 
Additional paid-in-capital  32,074   30,635 
Accumulated deficit  (8,968)  (6,208)
Accumulated other comprehensive income  1,336   1,409 

Total Common Equity

34,902

15,715

  24,516   25,909 

Noncontrolling interests in subsidiaries

(4,039

)

333

  (6,040)  (1,170)

Total Equity

30,863

16,048

  18,476   24,739 

Total Liabilities and Equity

$

355,215

$

390,618

 $159,115  $178,649 

See Notes to Consolidated Financial Statements.


73


Table of Contents

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Years Ended October 31,

 Years Ended October 31, 

2020

2019

2018

 2023 2022 2021 

(In Thousands of Dollars, Except Per Share Amounts)

 (In Thousands,  Except Per Share Amounts) 

Revenue:

       

Rental income

$

46,184

$

53,326

$

51,267

 $25,522  $28,453  $44,160 

Reimbursements

5,840

6,429

6,093

  2,357   2,383   5,468 

Sundry income

703

522

637

  465   435   663 

Total revenue

52,727

60,277

57,997

  28,344   31,271   50,291 

            

Expenses:

            

Operating expenses

15,805

16,501

16,245

  10,764   12,631   17,249 

Special Committee third party advisory, legal and other expenses

4,606

1,416

0—

Management fees

2,251

2,603

2,547

  1,342   1,451   2,178 

Real estate taxes

8,687

9,591

8,396

  5,891   6,202   8,062 

Depreciation

10,341

11,339

11,515

  2,944   3,995   9,300 

Tenant improvement write-off due to COVID-19

7,277

0—

0—

Total expenses

48,967

41,450

38,703

  20,941   24,279   36,789 

            

Operating income

3,760

18,827

19,294

Investment income  1,013   358   116 
Net (loss) gain on sale of Maryland properties  (1,003)  68,771    
Net realized gain on Wayne PSC interest rate swap termination     1,415    
Loss on investment in tenancy-in-common  (271)  (228)  (295)
Interest expense including amortization of deferred financing costs  (7,717)  (8,064)  (12,276)
Net (loss) income  (575)  69,244   1,047 

            

Investment income

204

360

267

Unrealized (loss) gain on interest rate cap contract

0—

(160

)

72

Gain on sale of property

0—

836

0—

Gain on deconsolidation of subsidiary

27,680

0—

0—

Loss on investment in tenancy-in-common

(202

)

0—

0—

Interest expense including amortization

of deferred financing costs

(14,122

)

(18,070

)

(18,667

)

Net income

17,320

1,793

966

Net loss (income) attributable to noncontrolling

interests in subsidiaries

3,233

(6

)

517

Net loss (income) attributable to noncontrolling interests in subsidiaries  1,335   (23,252)  (120)

            

Net income attributable to common equity

$

20,553

$

1,787

$

1,483

 $760  $45,992  $927 

            

Earnings per share - basic and diluted:

$

2.94

$

0.26

$

0.21

Earnings per share:            
Basic $0.10  $6.52  $0.13 
Diluted $0.10  $6.45  $0.13 

            

Weighted average shares outstanding:

            

Basic

6,992

6,940

6,883

  7,441   7,055   7,019 

Diluted

6,994

6,940

6,883

  7,447   7,132   7,022 

See Notes to Consolidated Financial Statements.

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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Years Ended October 31,

2020

2019

2018

(In Thousands of Dollars)

 

Net income

$

17,320

$

1,793

$

966

 

Other comprehensive income (loss):

Unrealized (loss) gain on interest rate swap contracts

before reclassifications

(3,553

)

(6,081

)

3,043

Amount reclassified from accumulated other

comprehensive loss to interest expense

755

(319

)

70

Net unrealized (loss) gain on interest rate swap contracts

(2,798

)

(6,400

)

3,113

Comprehensive income (loss)

14,522

(4,607

)

4,079

Net loss (income) attributable to noncontrolling interests in subsidiaries

3,233

(6

)

517

Other comprehensive loss (income):

Unrealized loss (gain) on interest rate swap contracts

attributable to noncontrolling interests in subsidiaries

852

1,843

(880

)

Comprehensive loss (income) attributable to noncontrolling interests in subsidiaries

4,085

1,837

(363

)

Comprehensive income (loss) attributable to common equity

$

18,607

$

(2,770

)

$

3,716

  Years Ended October 31, 
  2023  2022  2021 
  (In Thousands of Dollars) 
          
Net (loss) income $(575) $69,244  $1,047 
             
Other comprehensive (loss) income:            
Unrealized gain on interest rate cap and swap contracts before reclassifications  547   4,306   1,360 
Amount reclassified from accumulated other comprehensive income to realized gain on termination of interest rate swap     (1,415)   
Amount reclassified from accumulated other comprehensive income to interest expense  (620)  826   1,256 
Net unrealized (loss) gain on interest rate cap and swap contracts  (73)  3,717   2,616 
Comprehensive (loss) income  (648)  72,961   3,663 
             
Net loss (income) attributable to noncontrolling interests in subsidiaries  1,335   (23,252)  (120)
             
Other comprehensive loss (income) :            
Unrealized gain on interest rate cap and swap contracts attributable to noncontrolling interests in subsidiaries     (291)  (647)
Comprehensive loss (income) attributable to noncontrolling interests in subsidiaries  1,335   (23,543)  (767)
Comprehensive income attributable to common equity $687  $49,418  $2,896 

See Notes to Consolidated Financial Statements.


FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

Common Equity

Shares of

Beneficial

Interest

Treasury

Stock at

Cost

Undistributed

Earnings

(Dividends in

Excess of Net

Income)

Accumulated

Other

Comprehensive

Income (Loss)

Total

Common

Equity

Noncontrolling

Interests in

Subsidiaries

Total Equity

(In Thousands of Dollars, Except Share and Per Share Amounts)

 

Balance at October 31, 2017

$

27,651

$

(5,273

)

$

(4,824

)

$

284

$

17,838

$

10,752

$

28,590

 

Stock based compensation expense  

130

130

130

 

Vested share units granted to Trustees and consultant

839

839

839

 

Vested share units issued to consultant and retired Trustee *

(332

)

332

0—

 

Distributions to noncontrolling interests

(8,259

)

(8,259

)

 

Net income (loss)

1,483

1,483

(517

)

966

 

Dividends declared, including $21 payable in share units ($0.15 per share)

(1,035

)

(1,035

)

(1,035

)

 

Net unrealized gain on interest rate swaps

2,233

2,233

880

3,113

 

Balance at October 31, 2018

28,288

(4,941

)

(4,376

)

2,517

21,488

2,856

24,344

 

Stock based compensation expense  

124

124

124

 

Vested share units granted to Trustees and consultant

1,046

1,046

1,046

 

Vested share units issued to consultant and retired Trustees *

(611

)

611

0—

 

Distributions to noncontrolling interests

(686

)

(686

)

 

Net income

1,787

1,787

6

1,793

 

Dividends declared, including $106 payable in share units ($0.60 per share)

(4,173

)

(4,173

)

(4,173

)

 

Net unrealized loss on interest rate swaps

(4,557

)

(4,557

)

(1,843

)

(6,400

)

 

Balance at October 31, 2019

28,847

(4,330

)

(6,762

)

(2,040

)

15,715

333

16,048

 

Stock based compensation expense  

46

46

46

 

Vested share units granted to Trustees and consultant

534

534

534

 

Vested share units issued to consultant and retired Trustees *

(1,467

)

1,467

0—

 

Deconsolidation of subsidiary

3,596

3,596

 

Distributions to noncontrolling interests in subsidiaries

(3,883

)

(3,883

)

 

Net income (loss)

20,553

20,553

(3,233

)

17,320

 

Net unrealized loss on interest rate cap and swap contracts

(1,946

)

(1,946

)

(852

)

(2,798

)

 

Balance at October 31, 2020

$

27,960

$

(2,863

)

$

13,791

$

(3,986

)

$

34,902

$

(4,039

)

$

30,863

 Common Equity     
 Beneficial Interest Treasury Shares at Cost Common Stock Additional
Paid-In-
 Retained
Earnings
(Accumulated
 Accumulated
Other
Comprehensive
 Total
Common
 Noncontrolling
Interests in
 Total 
 Shares Amount Shares Amount Shares Amount Capital Deficit) (Loss) Income Equity Subsidiaries Equity 
 (In Thousands, Except Per Share Amounts) 
                         
Balance at October 31, 2020 7,145 $27,960  137 $(2,863)  $ $ $13,791 $(3,986)$34,902 $(4,039)$30,863 
                                     
Stock based compensation expense    31              11        42     42 
                                     
Vested share units granted to directors, including $42 in dividends declared payable in share units ($0.25 per share) 14  231        14  1  256        488     488 
                                     
Vested share units issued to retired director* (4) (72) (4) 72                       
                                     
Distributions to noncontrolling interests in subsidiaries                              (1,350) (1,350)
                                     
Net income                      927     927  120  1,047 
                                     
Dividends declared, including $42 payable in share units ($0.25 per share)                      (1,755)    (1,755)    (1,755)
                                     
Reincorporation of First Real Estate Investment Trust of New Jersey with and into FREIT (See Note 1) (7,155) (28,150) (133) 2,791  7,022  70  25,289              
                                     
Net unrealized gain on interest rate cap and swap contracts                         1,969  1,969  647  2,616 
                                     
Balance at October 31, 2021         7,036  71  25,556  12,963  (2,017) 36,573  (4,622) 31,951 
                                     
Stock based compensation expense                   1,192        1,192     1,192 
                                     
Vested share units granted to directors, including $1,741 in dividends declared payable in share units ($9.20 per share)             100  1  1,860        1,861     1,861 
                                     
Stock options exercised             185  1  2,027        2,028     2,028 
                                     
Distributions to noncontrolling interests in subsidiaries                              (20,091) (20,091)
                                     
Net income                      45,992     45,992  23,252  69,244 
                                     
Dividends declared, including $1,741 payable in share units ($9.20 per share)                      (65,163)    (65,163)    (65,163)
                                     
Net unrealized gain on interest rate cap and swap contracts                         3,426  3,426  291  3,717 
                                     
Balance at October 31, 2022         7,321  73  30,635  (6,208) 1,409  25,909  (1,170) 24,739 
                                     
Stock based compensation expense                   11        11     11 
                                     
Vested share units granted to directors             2     26        26     26 
                                     
Stock awards granted to directors             9     140        140     140 
                                     
Stock options exercised             118  1  1,262        1,263     1,263 
                                     
Distributions to noncontrolling interests in subsidiaries                              (3,535) (3,535)
                                     
Net income (loss)                      760     760  (1,335) (575)
                                     
Dividends declared                      (3,520)    (3,520)    (3,520)
                                     
Net unrealized loss on interest rate swap contracts                         (73) (73)    (73)
                                     
Balance at October 31, 2023  $   $  7,450 $74 $32,074 $(8,968)$1,336 $24,516 $(6,040)$18,476 

* Represents the issuance of treasury shares to consultant and retired Trustee(s)director for share units earned.

See Notes to Consolidated Financial Statements.

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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended October 31,

 Years Ended October 31, 

2020

2019

2018

 2023 2022 2021 

(In Thousands of Dollars)

 (In Thousands of Dollars) 

Operating activities:

            

Net income

$

17,320

$

1,793

$

966

Adjustments to reconcile net income to net cash provided by

operating activities:

Net (loss) income $(575) $69,244  $1,047 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:            
Net loss (gain) on sale of Maryland properties  1,003   (68,771)   

Depreciation

10,341

11,339

11,515

  2,944   3,995   9,300 

Tenant improvement write-off due to COVID-19

7,277

0—

0—

Amortization

1,819

1,750

1,789

  612   1,104   1,653 

Unrealized loss (gain) on interest rate cap contract

0—

160

(72

)

Stock based compensation expense

46

124

130

  11   1,192   42 

Trustee fees, consultant fee and related interest paid in stock units

534

940

818

Gain on sale of property

0—

(836

)

0—

Gain on deconsolidation of subsidiary

(27,680

)

0—

0—

Directors fees and related interest paid in stock units  26   120   446 
Stock awards granted to directors  140       

Loss on investment in tenancy-in-common

202

0—

0—

  271   228   295 

Deferred rents - straight line rent

397

(410

)

(605

)

  100   (18)  230 
Deferred real estate tax appeal fees     35    

Bad debt expense

619

263

198

  16   361   361 
Accreted interest on investment in U.S. Treasury securities  (353)      

Changes in operating assets and liabilities:

            

Tenants' security accounts

(285

)

149

272

  (23)  (754)  (75)

Accounts receivable, prepaid expenses and other assets

(1,777

)

(1,537

)

(371

)

  152   2,571   (363)

Accounts payable, accrued expenses and deferred

trustee compensation payable

(5,452

)

64

(1,808

)

Accounts payable, accrued expenses and deferred director compensation payable  (1,954)  (1,159)  (7)

Deferred revenue

(300

)

21

93

  311   (786)  100 

Due to affiliate - accrued interest

216

288

245

     (47)  (808)

Deferred interest on mortgages

360

0—

0—

        (2)

Net cash provided by operating activities

3,637

14,108

13,170

  2,681   7,315   12,219 

Investing activities:

            

Proceeds from sale of commercial property, net

0—

7,060

0—

(Cash outlays) proceeds from sale of Maryland properties, net  (1,003)  245,763    
Purchase of U.S. Treasury securities  (38,444)      
Proceeds from maturities of U.S. Treasury securities  15,204       
Proceeds from payment of secured loans receivable inclusive of accrued interest     5,316    

Capital improvements - existing properties

(2,048

)

(3,087

)

(5,335

)

  (1,290)  (1,570)  (1,936)

Acquisition of Station Place

0—

0—

(19,550

)

Deferred leasing costs  (170)  (173)  (279)

Distribution from investment in tenancy-in-common

455

0—

0—

  390   357   423 

Deconsolidation of subsidiary cash and cash equivalents

(1,383

)

0—

0—

Proceeds from payment of secured loans receivable inclusive of accrued interest

0—

0—

1,870

Net cash (used in) provided by investing activities

(2,976

)

3,973

(23,015

)

  (25,313)  249,693   (1,792)

Financing activities:

            

Repayment of mortgages and construction loan

(22,910

)

(26,529

)

(148,680

)

Repayment of credit line

0—

0—

(3,121

)

Repayment of mortgages  (26,538)  (194,559)  (5,962)

Proceeds from mortgage loan refinancings

25,000

28,815

166,520

  25,500   32,500    

Proceeds from acquisition mortgage loan

0—

0—

12,350

Proceeds from exercise of stock options  1,263   2,028    

Deferred financing costs

(482

)

(539

)

(2,685

)

  (481)  (691)  (699)

Interest rate cap contract cost

0—

0—

(88

)

Due to affiliate - loan proceeds     300    
Due to affiliate - loan repayment     (3,505)  (1,861)

Dividends paid

(1,357

)

(3,048

)

(676

)

  (13,721)  (53,535)  (1,027)

Distributions to noncontrolling interests in subsidiaries

(3,883

)

(686

)

(8,259

)

  (3,535)  (20,091)  (1,350)

Net cash (used in) provided by financing activities

(3,632

)

(1,987

)

15,361

Net cash used in financing activities  (17,512)  (237,553)  (10,899)

Net (decrease) increase in cash, cash equivalents and restricted cash

(2,971

)

16,094

5,516

  (40,144)  19,455   (472)

Cash, cash equivalents and restricted cash, beginning of year

42,488

26,394

20,878

  58,500   39,045   39,517 

Cash, cash equivalents and restricted cash, end of year

$

39,517

$

42,488

$

26,394

 $18,356  $58,500  $39,045 

            

Supplemental disclosure of cash flow data:

            

Interest paid, net of amounts capitalized

$

12,365

$

16,337

$

17,040

Interest paid $7,182  $7,134  $10,965 

Supplemental schedule of non cash activities:

            

Operating activities:

            

Commercial tenant security deposits applied to accounts receivable

$

387

$

0—

$

0—

 $  $  $10 

Investing activities:

            

Accrued capital expenditures, construction costs, pre-development costs and interest

$

179

$

157

$

82

Accrued capital expenditures, construction costs and pre-development costs $210  $33  $125 

Financing activities:

            
Retirement of treasury stock $  $  $2,791 

Dividends declared but not paid

$

0—

$

1,357

$

338

 $372  $10,573  $686 

Dividends paid in share units

$

0—

$

106

$

21

 $  $1,741  $42 

Vested share units issued to consultant and retired trustee

$

1,467

$

611

$

332

Vested share units issued to retired director $  $  $72 

            

Deconsolidation of subsidiary:

Real estate, at cost, net of accumulated depreciation

$

(36,225

)

$

0—

$

0—

Accounts receivable, net of allowance for doubtful accounts

(55

)

0—

0—

Prepaid expenses and other assets

(315

)

0—

0—

Mortgage payable

48,000

0—

0—

Unamortized debt issuance costs

(489

)

0—

0—

Accounts payable and accrued expenses

353

0—

0—

Tenants' security deposits

585

0—

0—

Deferred revenue

47

0—

0—

Deconsolidation of subsidiary cash and cash equivalents

(1,383

)

0—

0—

Net carrying value of assets and liabilities deconsolidated

$

10,518

$

0—

$

0—

Recognition of retained investment in tenancy-in-common at fair value

$

20,758

$

0—

$

0—

Derecognition of noncontrolling interest in subsidiary

$

(3,596

)

$

0—

$

0—

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheet:

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets:

            

Cash and cash equivalents

$

36,860

$

38,075

$

21,747

 $13,217  $49,578  $35,891 

Tenants' security accounts

1,408

2,278

2,212

  962   1,038   1,340 
Funds held in post-closing escrow  883   6,251    

Mortgage escrows (included in prepaid expenses and other assets)

1,249

2,135

2,435

  3,294   1,633   1,814 

Total cash, cash equivalents and restricted cash

$

39,517

$

42,488

$

26,394

 $18,356  $58,500  $39,045 

See Notes to Consolidated Financial Statements.


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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and significant accounting policies:

Organization:

First Real Estate Investment Trust of New Jersey ("FREIT" or the “Company” or “Trust”) was organized on November 1, 1961 as a New Jersey Business Trust. On July 1, 2021, First Real Estate Investment Trust of New Jersey completed the change of its form of organization from a New Jersey real estate investment trust to a Maryland corporation (the “Reincorporation”) which was approved by its stockholders at the annual meeting of stockholders held on May 6, 2021. The Reincorporation changed the law applicable to First Real Estate Investment Trust of New Jersey’s affairs from New Jersey law to Maryland law and was accomplished by the merger of First Real Estate Investment Trust of New Jersey with and into its wholly owned subsidiary, First Real Estate Investment Trust of New Jersey, Inc. (“FREIT”, “Trust”, “us”, “we”, “our” or the “Company”), a Maryland corporation. As a result of the Reincorporation, the separate existence of First Real Estate Investment Trust of New Jersey has ceased and FREIT has succeeded to all the business, properties, assets and liabilities of First Real Estate Investment Trust of New Jersey. Holders of shares of beneficial interest in First Real Estate Investment Trust of New Jersey have received one newly issued share of common stock of FREIT for each share of First Real Estate Investment Trust of New Jersey that they own, without any action of stockholders required and all treasury stock held by First Real Estate Investment Trust of New Jersey was retired.

FREIT is engaged in owning residential and commercial income producing properties located primarily in New Jersey Maryland and New York.

FREIT has elected to be taxed as a Real Estate Investment Trust under the provisions of Sections 856-860 of the Internal Revenue Code, as amended. Accordingly, FREIT does not pay federal income tax on income whenever income distributed to shareholdersstockholders is equal to at least 90% of real estate investment trust taxable income. Further, FREIT pays no federal income tax on capital gains distributed to shareholders.

stockholders. FREIT is subject to federal income tax on undistributed taxable income and capital gains. FREIT may make an annual election under Section 858 of the Internal Revenue Code to apply part of the regular dividends paid in each respective subsequent year as a distribution for the immediately preceding year.

Recently issued accounting standards:

In May 2014,March 2020 and January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09,2020-04Revenue from Contracts with CustomersReference Rate Reform (ASC 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”, and ASU 2021-01 “Reference Rate Reform (ASC 848): Scopewhich was codified as Accounting Standards Codification (“ASC”) 606 and effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2017. ASC 606 outlines a new, single comprehensive model for entitiesprovides temporary optional guidance to useease the potential burden in accounting for revenue arising fromreference rate reform in contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. On November 1, 2018, FREIT adopted ASU No. 2014-09 usingother transactions that reference the modified retrospective approach. Since FREIT’s primary sourceLondon Interbank Offered Rate or another reference rate expected to be discontinued because of revenue is operating leases, which falls under the scope of “Leases, Topic 842” adopted in the first quarter of Fiscal 2020, the adoption of ASU No. 2014-09 did not have a significant impact on its consolidated financial statements and footnote disclosures and FREIT did not record any cumulative adjustment in Fiscal 2019 in connection with the implementation of ASU No. 2014-09.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which supersedes the existing guidance for lease accounting, “Leases (Topic 840)”. ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged; however, certain refinements were made to conform the standard with the recently issued revenue recognition guidance in ASU 2014-09, specifically related to the allocation and recognition of contract consideration earned from lease and non-lease revenue components. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Leasing Standard was amended by ASU 2018-11, “Targeted Improvements” (the “Practical Expedient Amendment”) in July of 2018, also codified as ASC 842, which created a practical expedient that provides lessors an option not to separate lease and non-lease components whenreference rate reform, if certain criteria are metmet. ASU 2020-04 and instead account for those components as a single lease component. The Company determined that its lease arrangements meet the criteria under the practical expedient to account for lease and non-lease components as a single lease component, which alleviates the requirement upon adoption of ASC 842 that we reallocate or separately present consideration from lease and non-lease components. As such, the Company elected the practical expedient as allowed by the Practical Expedient Amendment and adopted ASU 2016-02 in the first quarter of Fiscal 2020.

Substantially all of FREIT’s revenues2021-01 are within the scope of ASC 842. FREIT will continue to account for its leases as operating leases. Leases for FREIT’s apartment buildings and complexes are generally short-term in nature (one to two-years in duration), based on fixed payments and contain separate lease components within the contract for each revenue stream (i.e. base rent, garage rent, etc.). Given the nature of these leases, the adoption of ASU No. 2016-02 had no impact on the accounting for the Company’s leases within the residential segment.

With respect to most of FREIT’s commercial properties, lease terms range from five years to twenty-five years with options, which if exercised would extend the terms of such leases. These lease agreements generally provide for reimbursement of real estate taxes, maintenance, insurance and certain other operating expenses of the properties (known as common area maintenance costs (“CAM”)). Some of FREIT’s leases in its commercial segment may contain lease and non-lease components. Generally, the primary lease component in most of FREIT’s commercial leases is base rent charged for the rental of space in an office complex/shopping center. Depending on the lease, the following non-lease components could be present: 1) fixed (or in substance fixed) payments related to real estate taxes and insurance; 2) variable payments that depend on an index or rate initially measured using the index or rate at the commencement date; and 3) fixed CAM reimbursements or CAM expense reimbursements based on the tenant’s proportionate share of the allocable operating expenses and CAM capital expenditures for the property.

FREIT accrues fixed lease income on a straight-line basis over the terms of the leases. FREIT accrues reimbursements from tenants for recoverable portions of real estate taxes, insurance, and CAM as variable lease consideration in the period the applicable expenditures are incurred recognizing differences between estimated recoveries and the final billed amounts in the subsequent year. Some of FREIT’s retail tenants are also required to pay overage rents based on sales over a stated base amount during the lease year. FREIT recognizes this variable lease consideration only when each tenant’s sales exceed the applicable sales threshold. Given that this standard has minimal impact on real estate operating lessors, the adoption of this new accounting guidance did not have a significant impact on FREIT’s consolidated financial statements and footnote disclosures. As a result, there was no cumulative effect adjustment to opening equity. Additionally, based on this new accounting guidance, the Company will no longer be able to capitalize certain leasing costs, such as legal expenses, as it relates to activities before a lease is entered into. (See Note 7 to FREIT’s consolidated financial statements for further details).

In June 2016, the FASB issued ASU No. 2016-13 "Financial Instruments – Credit Losses (Topic 326)", which amends the current approach to estimate credit losses on certain financial assets, including trade and other receivables, available-for-sale securities, and other financial instruments. Generally, this amendment requires entities to establish a valuation allowance for the expected lifetime losses of these certain financial assets. Subsequent changes in the valuation allowance are recorded in current earnings and reversal of previous losses are permitted. Currently, U.S. GAAP requires entities to write down credit losses only when losses are probable and loss reversals are not permitted. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. In November 2018,all entities as of March 12, 2020 through the FASB issued ASU 2018-19 “Codification Improvements to Topic 326, Financial Instruments—Credit Losses”, which clarifies that operating lease receivables are outside the scope of the new standard. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842, “Leases (Topic 842)”. FREIT does not expect the adoption of this new accounting guidance to have a significant impact on its consolidated financial statements and footnote disclosures.

In August 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities to ASC Topic 815, Derivatives and Hedging ("ASC 815")” which amends the hedge accounting recognition and presentation requirements in ASC 815. The update is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting and increase transparency as to the scope and results of hedge programs. ASU 2017-12 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018. FREIT adopted ASU 2017-12 in the first quarter of Fiscal 2020. This guidance requires that for cash flow and net investment hedges, all changes in the fair value of the hedging instrument (i.e. both the effective and ineffective portions) will berecently deferred in other comprehensive income and recognized in earnings at the same time that the hedged item affects earnings. For cash flow and net investment hedges existing at the date of adoption, an entity should apply a cumulative-effect adjustment relatedDecember 31, 2024. We currently do not anticipate the need to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendments in this update. The amended presentation and disclosure guidance is required only prospectively.

The adoption of ASU 2017-12 had no impact on the accounting for FREIT’s interest rate swap contracts, which were previously deemed effective cash flow hedges, on the following entities: Damascus Centre, LLC (“Damascus Centre”), Wayne PSC, LLC (“Wayne PSC”), FREIT Regency, LLC (“Regency”) and Station Place on Monmouth, LLC (“Station Place”). Accordingly, these interest rate swap contracts will continue to be accounted for by marking these contracts to market, taking into account present interest rates compared to the contracted fixed rate over the life of the contract and recording the unrealized gain or loss on the swaps in comprehensive income. The adoption of this accounting guidance has an impact on the accounting for Grande Rotunda, LLC’s (“Grande Rotunda”) interest rate cap, which was previously deemed an ineffective cash flow hedge and for which previous to the adoption of this guidance, the change in the fair value was reported in the statement of income. Based on this new guidance, FREIT will record the change in the fair value of Grande Rotunda’s interest rate cap in other comprehensive income on a prospective basis. FREIT did not record an adjustment in Fiscal 2020 to the opening balance of retained earnings as the value of Grande Rotunda’s interest rate cap was $0 as of October 31, 2019. (See Note 6 to FREIT’s consolidated financial statements for additional details).

In October 2018, the FASB issued ASU 2018-16 “Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes to ASC Topic 815, Derivatives and Hedging”. ASU 2018-16 expands the list of U.S benchmark interest rates permitted in the application of hedge accounting by adding the OIS rate based on SOFR as an eligible benchmark interest rate. ASU 2018-16 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018. FREIT adopted this update in the first quarter of Fiscal 2020 which did not have an impact on the consolidated financial statements or footnote disclosures.

In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”) focused on the application of lease accounting guidance to lease concessions providedmodify our existing debt agreements as a result of the COVID-19 global pandemic. Under existing GAAP,reference rate reform, however if any modification is executed as a result of reference rate reform, the Company would havewill elect the optional expedient available under ASU 2020-04 and ASU 2021-01, which allows entities to determine, on a lease by lease basis,account for the modification as if a lease

concession wasand reason for electing the result of a new arrangement reached with the tenant (treated within the lease modification accounting framework) oroptional expedient in each interim and annual financial statement period if a lease concession was under the enforceable rights and obligations within the existing lease agreement (precluded from applying the lease modification accounting framework). The Lease Modification Q&A allows the Company, if certain criteria have been met, to bypass the lease by lease analysis, and instead elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. This election is only available when total cash flows resulting from lease concessions are substantially similar to or less than the cash flows in the original lease. FREIT has made this election in the second quarter of Fiscal 2020 and accounts for rent deferrals by increasing its rent receivables as receivables accrue and continuing to recognize income during the deferral period. The adoption of this guidance did not have a significant impact on the consolidated financial statements or footnote disclosures.applicable through December 31, 2024.

Principles of consolidation:

The consolidated financial statements include the accounts of FREIT and the following subsidiaries in which FREIT has a controlling financial interest, including two LLCs in which FREIT is the managing member with a 40% ownership interest:

Subsidiary

Owning Entity

% Ownership

Year Acquired/Organized

 

Owning
Entity 

 

%
Ownership

 

Year
Acquired/Organized

 

Westwood Hills, LLC

FREIT

40%

1994

  FREIT 40% 1994 

Wayne PSC, LLC

FREIT

40%

2002

  FREIT 40% 2002 

Damascus Centre, LLC

FREIT

70%

2003

  FREIT 70% 2003 

Grande Rotunda, LLC

FREIT

60%

2005

  FREIT 60% 2005 

WestFREIT, Corp

FREIT

100%

2007

  FREIT 100% 2007 

FREIT Regency, LLC

FREIT

100%

2014

  FREIT 100% 2014 

Station Place on Monmouth, LLC

FREIT

100%

2017

  FREIT 100% 2017 

Berdan Court, LLC

FREIT

100%

2019

  FREIT 100% 2019 

The consolidated financial statements include 100% of each subsidiary’s assets, liabilities, operations and cash flows, with the interests not owned by FREIT reflected as "noncontrolling interests in subsidiaries”. All significant inter-companyintercompany accounts and transactions have been eliminated in consolidation.

Investment in tenancy-in-common:

On February 28, 2020, FREIT reorganized its subsidiary S and A Commercial Associates Limited Partnership (“S&A”) from a partnership into a tenancy-in-common form of ownership (“TIC”). Prior to this reorganization, FREIT owned a 65% membershippartnership interest in S&A, which owned 100% of the Pierre Towers property located in Hackensack, New


Jersey through its 100% interest in Pierre Towers, LLC. Accordingly, FREIT consolidated the financial statements of S&A and its subsidiary to include 100% of the subsidiary’s assets, liabilities, operations and cash flows with the interest not owned by FREIT reflected as “noncontrolling interests in subsidiary” and all significant intercompany accounts and transactions were eliminated in consolidation.

Pursuant to the TIC agreement, FREIT ultimately acquired a 65% undivided interest in the Pierre Towers property, which was formerly owned by S&A. Based on the guidance of ASCAccounting Standards Codification (“ASC”) 810, “Consolidation”, FREIT’s investment in the TIC is accounted for under the equity method of accounting. While FREIT’s effective ownership percentage interest in the Pierre Towers property remainsremained unchanged after the reorganization to a TIC, FREIT no longer hashad a controlling interest as the TIC is now under joint control. Since FREIT retained a noncontrolling financial interest in the TIC, and the deconsolidation (as of February 28, 2020) of the subsidiary is not the result of a nonreciprocal transfer to owners, a gain on deconsolidation in the amount of approximately $27.7 million was recognized in the accompanying consolidated statement of income for the year ended October 31, 2020. This gain was measured at the date of deconsolidation as the difference between the fair value of the investment in the TIC at the date the entity was deconsolidated and the carrying amount of the former subsidiary’s assets and liabilities. (See Note 17 to FREIT’s consolidated financial statements for further details.)3)

Reclassification:

Certain prior year statement of income and cash flow line items have been reclassified to conform to the current year presentation.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect certainthe reported amounts of assets and disclosures. Accordingly, actualliabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents:

Financial instruments that potentially subject FREIT to concentrations of credit risk consist primarily of cash and cash equivalents. FREIT considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. FREIT maintains its cash and cash equivalents in bank and other accounts, the balances of which, at times, may exceed federally insured limits.

Real estate development costs:

It is FREIT’s policy to capitalize pre-development costs, which generally include legal and other professional fees and other directly related third-party costs. Real estate taxes and interest costs incurred during the development and construction phases are also capitalized. FREIT ceases capitalization of these costs when the project or portion thereof becomes operational, or when construction has been postponed. In the event of a postponement, capitalization of these costs will recommence once construction on the project resumes.

Depreciation:

Real estate and equipment are depreciated on the straight-line method by annual charges to operations calculated to absorb costs of assets over their estimated useful lives.

Impairment of long-lived assets:

Impairment losses on long-lived assets, such as real estate and equipment, are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts. In Fiscal 2020, Cobb Theatre, an anchor tenant movie theatre at the Rotunda retail property filed for bankruptcy and rejected its lease at the Rotunda property as of June 30, 2020. In the fourth quarter of Fiscal 2020, management determined that it would be unable to re-let the space on similar terms and as such tenant improvements in the amount of approximately $7.3 million (with a consolidated impact to FREIT of approximately $4.4 million) related to Cobb Theatre were deemed impaired and written off. (See Note 16) There were no other impairments of long-lived assets for the fiscal year ended October 31, 2020. For the fiscal years ended October 31, 20192023, 2022 and 2018, there were no impairments of long-lived assets.2021.

Deferred charges:

Deferred charges consist primarily of leasing commissions, which are amortized on the straight-line method over the terms of the applicable leases.

Debt issuance costs:

Debt issuance costs are amortized on the straight-line method (which approximates the effective interest method) by annual charges to income over the terms of the mortgages. Amortization of such costs is included in interest expense and approximated $1,089,000, $1,139,000$509,000, $971,000 and $1,050,000$1,109,000 in Fiscal 2020, 20192023, 2022 and 2018,2021, respectively. Unamortized debt issuance costs are a direct deduction from mortgages payable on the consolidated balance sheets.

Revenue recognition:

Income from leases is recognized on a straight-line basis regardless of when payment is due. Lease agreements between FREIT and commercial tenants generally provide for additional rentals and reimbursements based on such factors as increases infor their proportionate share of real estate taxes, Consumer Price Indices,insurance, common area maintenance charges and may include percentage of tenants' sales


in excess of specified volumes. These additional rentalsPercentage rents are generally included in income when reported to FREIT when earned, or ratably over the appropriate period.

Interest rate cap and swap contracts:

FREIT utilizes derivative financial instruments to reduce interest rate risk. FREIT does not hold or issue derivative financial instruments for trading purposes. FREIT recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Changes in fair value of those instruments, which qualify as cash flow hedges, are reported in other comprehensive income. (see(See Note 6 to FREIT’s consolidated financial statements).6)

Advertising:

FREIT expenses the cost of advertising and promotions as incurred. Advertising costs charged to operations amounted to approximately $297,000, $281,000$287,000, $234,000 and $296,000$421,000 in Fiscal 2020, 20192023, 2022 and 2018,2021, respectively.

Stock-based compensation:

FREIT has a stock-based compensation plan that was approved by FREIT’s Board of TrusteesDirectors (the “Board”), and ratified by FREIT’s shareholders.stockholders. Stock based awards are accounted for based on their grant-date fair value. (See Note 10)

Correction of previously issued “unaudited” quarterly financial statements:

FREIT is adjusting its previously issued “unaudited” quarterly financial statements for the correction of a material error with respect to the previous classification of investments in U.S. Treasury securities with maturities greater than 90 days as cash equivalents for the year ended October 31, 2023. FREIT identified that for each of the prior quarterly reporting periods the Company had incorrectly included investments in U.S. Treasury securities with maturities greater than 90 days in both the line item “Cash and cash equivalents” on the condensed consolidated balance sheet and within the condensed consolidated statement of cash flows. In accordance with U.S. GAAP, any investment with a maturity greater than 90 days is not classified as a cash equivalent. As such, in accordance with Accounting Standards Codification (“ASC”) Topic 320, “Investments – Debt Securities”, FREIT has classified these debt security investments with maturities greater than 90 days to available for sale securities and recorded them at fair value. Any changes in the value (see Note 10of these securities are recorded as an unrealized gain or loss in other comprehensive income. At maturity, the realized gain or loss related to FREIT’sthese investments is recognized in investment income in the consolidated statement of income.

The Company evaluated the effects of this error on its previously issued consolidated financial statements).statements as of and for the years ended October 31, 2022 and 2021 and the previously issued condensed consolidated financial statements for the quarterly reporting periods within the year ended October 31, 2023 in accordance with the guidance in ASC Topic 250, “Accounting Changes and Error Corrections,” ASC Topic 250-10-S99-1, “Assessing Materiality,” and ASC Topic 250-10-S99-2, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” and concluded there was no impact to the consolidated financial statements as of and for the years ended October 31, 2022 and 2021. The impact to the previously issued condensed consolidated financial statements for the quarterly reporting periods within the year ended October 31, 2023 was deemed material resulting in the need to restate these prior quarterly reporting periods as reflected below. Corrections made to each affected quarterly reporting period within the fiscal year ended October 31, 2023, are as follows:

Condensed Consolidated Balance Sheets:                  
(In thousands) January 31, 2023  April 30, 2023  July 31, 2023 
  As Reported  As Restated  As Reported  As Restated  As Reported  As Restated 
Cash and cash equivalents $37,187  $31,514  $35,717  $18,633  $38,134  $17,757 
Investments in U.S. Treasury securities available-for-sale $  $5,712  $  $17,246  $  $20,526 
Accounts receivable, net $621  $582  $638  $476  $610  $461 
Other Assets $126,721  $126,721  $126,345  $126,345  $122,104  $122,104 
Total Assets $164,529  $164,529  $162,700  $162,700  $160,848  $160,848 

Condensed Consolidated Statements of Cash Flows:                  
(In thousands) January 31, 2023  April 30, 2023  July 31, 2023 
  As Reported  As Restated  As Reported  As Restated  As Reported  As Restated 
Operating activities:                        
Accreted interest on investment in U.S. Treasury securities $  $(39) $  $(162) $  $(154)
Change in accounts receivable, prepaid expenses & other assets $97  $136  $(20) $142  $248  $397 
Net cash (used in) provided by operating activities $(862) $(862) $308  $308  $1,883  $1,878 
                         
Investing activities:                        
Purchase of U.S. Treasury securities $  $(5,673) $  $(17,084) $  $(31,752)
Proceeds from maturities of U.S. Treasury securities $  $  $  $  $  $11,380 
Net cash used in investing activities $(354) $(6,027) $(1,432) $(18,516) $(1,748) $(22,120)
                         
Cash, cash equivalents and restricted cash $45,519  $39,846  $44,351  $27,267  $43,389  $23,012 


Note 2 -  Property disposition:– Maryland property dispositions:

On February 8, 2019,November 22, 2021, certain affiliates (the “Maryland Sellers”) of FREIT soldentered into a commercial building, formerly occupied asPurchase and Sale Agreement (the “Maryland Purchase and Sale Agreement”) with MCB Acquisition Company, LLC (the “Maryland Purchaser”), a Pathmark supermarketthird party, pursuant to which the Maryland Sellers agreed to sell three properties to the Maryland Purchaser. The properties consisted of retail and office space and a residential apartment community owned by Grande Rotunda, LLC (the “Rotunda Property”), a shopping center owned by Damascus Centre, LLC (the “Damascus Property”), and a shopping center owned by WestFREIT Corp. (the “Westridge Square Property”). FREIT owns 100% of its subsidiary, WestFREIT Corp. (“WestFREIT”), a 60% interest in Patchogue, New YorkGrande Rotunda, LLC (“Grande Rotunda”), the joint venture that owned the Rotunda Property, and a 70% interest in Damascus Centre, LLC (“Damascus Centre”), the joint venture that owned the Damascus Property.

The original purchase price for athe Rotunda Property, the Damascus Property and the Westridge Square Property (collectively the “Maryland Properties”) under the Maryland Purchase and Sale Agreement was reduced by $2,723,000 from $267,000,000 to $248,750,269, after giving effect to the $15,526,731 escrow deposit described below. This reduction in the sales price of $7.5 million.$2,723,000 was to account for improvements and repairs to the Maryland Properties and miscellaneous items identified by the Maryland Purchaser in the course of its due diligence inspection. Additionally, the Maryland Purchaser was obligated under the Maryland Purchase and Sale Agreement to deposit a total of $15,526,731 in escrow (the “Maryland Purchaser Escrow Payment”) with respect to certain leases at the Maryland Properties, which had not been executed or where the rent commencement date had not occurred or economic obligations of the Maryland Sellers under certain leases remain unpaid. The Maryland Purchaser Escrow Payment Agreement provides for among other things, monthly disbursements from escrow to the Maryland Purchaser related to the aforementioned tenant lease agreements until the earlier of (i) the rent commencement date of the respective tenant lease agreements or (ii) 5-years from the date of the agreement. Release and amounts of escrowed funds to FREIT, generally, is contingent on the success and timing of future leasing activities at the Maryland Properties.

On December 30, 2021, the sale of this property,the Rotunda Property, which had a carryingnet book value of approximately $6.2$136.2 million resulted in(as adjusted), was consummated by Grande Rotunda and the Maryland Purchaser for a gainpurchase price of $191,080,598. Grande Rotunda received net proceeds from the sale of approximately $0.8$40.7 million net of sales fees and commissions. Net cash proceeds(inclusive of approximately $2$4.5 million were realizedand $0.7 million in funds released from the Maryland Purchaser Escrow Payment in the years ended October 31, 2023 and 2022, respectively), after paying off thepayment of related mortgage on this propertydebt in the amount of $116.5 million, payment of loans (including interest) to each of the equity owners in Grande Rotunda (FREIT with a 60% interest and Rotunda 100, LLC (“Rotunda 100”) with a 40% interest) in the amount of approximately $5.2 million.$31 million, with FREIT distributedreceiving approximately $27.7 million, and paidcertain transactional expenses and transfer taxes including a brokerage fee due to Hekemian & Co. (“Hekemian & Co., Inc.”) of approximately $676,000$4.9 million (see Note 8). In addition, the Maryland Purchaser deposited a total of this gain by way of a one-time special dividend in connection with and in anticipation$14,026,401 of the closingMaryland Purchaser Escrow Payment in escrow with respect to certain leases at the Rotunda Property, which have not been executed or where the rent commencement date has not occurred or economic obligations of Grande Rotunda under certain leases remain unpaid. As of October 31, 2023, approximately $5,186,000 of these funds has been released from escrow to Grande Rotunda. The escrow and related gain on sale were reduced by approximately $1.1 million and $1.2 million in the years ended October 31, 2023 and 2022, respectively, due to a change in estimate related to a change in the timing of anticipated rent commencement dates for certain tenants, which will reduce the escrowed funds available to be released to Grande Rotunda. Approximately $0.9 million and $6.3 million of remaining funds are held in a post-closing escrow for rents and are included in “Funds held in post-closing escrow” on the accompanying consolidated balance sheet as of October 31, 2023 and 2022, respectively. These funds held in post-closing escrow are anticipated to be released in Fiscal 2024. The net proceeds from the sale were distributed to the equity owners in Grande Rotunda with FREIT receiving approximately $4.5 million and $21.4 million in the years ended October 31, 2023 and 2022, respectively, based on its 60% interest in Grande Rotunda. The sale of the Rotunda Property resulted in a net gain of approximately $48.9 million (as adjusted) which includes approximately $6.1 million of proceeds released and anticipated to be released from funds held in escrow, a write-off of the straight-line rent receivable of approximately $1.8 million and a write-off of unamortized lease commissions of approximately $1.1 million. In Fiscal 2022, secured loans including accrued interest made by certain members in Rotunda 100 of approximately $5.3 million were repaid to FREIT with no remaining balance due.

On January 7, 2022, the sale of the Patchogue propertyWestridge Square Property, which had a net book value of $0.10 per share.approximately $11.5 million, was consummated by WestFREIT and the Maryland Purchaser for a purchase price of $20,984,604. WestFREIT received net proceeds from the sale of approximately $0.2 million (inclusive of approximately $0.1 million and $0.8 million in funds released from the Maryland Purchaser Escrow Payment in the years ended October 31, 2023 and 2022, respectively), after payment of related mortgage debt in the amount of approximately $21.1 million and certain transactional expenses and transfer taxes including a brokerage fee due to Hekemian & Co. of approximately $0.6 million (see Note 8). In addition, the Maryland Purchaser deposited a total of $1,015,396 of the Maryland Purchaser Escrow Payment in escrow with respect to certain leases at the Westridge Square Property, which had not been executed or where the rent commencement date had not occurred or economic obligations of WestFREIT under certain leases remained unpaid. As of October 31, 2023, approximately $945,000 of these funds have been released


from escrow with no remaining funds held in post-closing escrow for rents anticipated to be released. The escrow and related gain on sale were increased by approximately $0.1 million for the year ended October 31, 2023 due to a change in estimate related to a change in the timing of anticipated rent commencement dates for a certain tenant. The sale of this property eliminates an operating lossthe Westridge Square Property resulted in a net gain of approximately $0.8$8.8 million ($0.12(as adjusted), which includes approximately $0.9 million of proceeds released from funds held in escrow, a write-off of the straight-line rent receivable of approximately $0.5 million and a write-off of unamortized lease commissions of approximately $0.3 million.

On January 10, 2022, the sale of the Damascus Property, which had a net book value of approximately $24.6 million, was consummated by Damascus Centre and the Maryland Purchaser for a purchase price of $36,685,067. Damascus Centre received net proceeds from the sale of approximately $17.3 million (inclusive of approximately $0 million and $0.4 million in funds released from the Maryland Purchaser Escrow Payment in the years ended October 31, 2023 and 2022, respectively), after payment of related mortgage debt in the amount of approximately $18.2 million and the corresponding swap breakage fees of approximately $213,000 related to the early termination of the interest rate swap contracts on this loan and certain transactional expenses and transfer taxes including a brokerage fee due to Hekemian & Co. of approximately $0.9 million (see Note 8). In addition, the Maryland Purchaser deposited a total of $484,934 of the Maryland Purchaser Escrow Payment in escrow with respect to certain leases at the Damascus Property, which had not been executed or where the rent commencement date had not occurred or economic obligations of Damascus Centre under certain leases remained unpaid. As of October 31, 2023, approximately $416,000 of these funds have been released from escrow with no remaining funds held in post-closing escrow for rents anticipated to be released. The net proceeds from the sale were distributed to the partners in Damascus Centre with FREIT receiving approximately $0.6 million and $11.8 million in the years ended October 31, 2023 and 2022, respectively, based on its 70% interest in Damascus Centre. The sale of the Damascus Property resulted in a net gain of approximately $10.1 million, which includes approximately $0.4 million of proceeds released from funds held in escrow, a write-off of the straight-line rent receivable of approximately $0.6 million and a write-off of unamortized lease commissions of approximately $0.3 million.

In summary, the sale of the Maryland Properties having a total net book value of $172.3 million (as adjusted) was consummated by the Maryland Sellers and the Maryland Purchaser for a purchase price of $248,750,269, after giving effect to the $15,526,731 escrow deposit (the “Maryland Purchaser Escrow Payment”). This sale resulted in net proceeds of approximately $58.2 million (inclusive of approximately $4.6 million and $1.9 million in funds released from the Maryland Purchaser Escrow Payment in the years ended October 31, 2023 and 2022, respectively), after payment of related mortgage debt in the amount of $155.8 million and the corresponding swap breakage fees of approximately $213,000 related to the early termination of the interest rate swap contracts on the Damascus Property loan, payment of loans (including interest) to each of the equity owners in Grande Rotunda in the amount of approximately $31 million and certain transactional expenses and transfer taxes including brokerage fees due to Hekemian & Co. of approximately $6.4 million (see Note 8 for additional details). As of October 31, 2023, approximately $6,547,000 of the Maryland Purchaser Escrow Payment has been released from escrow to the Maryland Sellers. The escrow and related gain on sale were reduced by approximately $1 million and $1.2 million for the years ended October 31, 2023 and 2022, respectively, due to a change in estimate related to a change in the timing of anticipated rent commencement dates for certain tenants, which will reduce the escrowed funds available to be released to Grande Rotunda. Approximately $0.9 million and $6.3 million of remaining funds are held in a post-closing escrow for rents and are included in “Funds held in post-closing escrow” on the accompanying consolidated balance sheets as of October 31, 2023 and 2022, respectively. These funds held in post-closing escrow are anticipated to be released in Fiscal 2024. The sale of the Maryland Properties resulted in a net gain of approximately $67.8 million (as adjusted) (with a consolidated impact to FREIT of approximately $45 million) which includes approximately $7.4 million of proceeds released and anticipated to be released from funds held in escrow, a write-off of the straight-line rent receivable of approximately $2.9 million and a write-off of unamortized lease commissions of approximately $1.7 million.

On August 4, 2022, FREIT’s Board declared a special, extraordinary, non-recurring cash distribution of approximately $51.5 million, or $7.50 per share) incurred, annually, since Pathmark vacatedshare, which was paid on August 30, 2022, to stockholders of record on August 16, 2022 (with an ex-dividend date of August 31, 2022). This distribution represented most of the buildingnet proceeds of FREIT’s sale of its portfolio of Maryland Properties.

On July 12, 2023, FREIT’s Board declared an ordinary dividend of $0.05 per share and a special dividend of $0.25 per share to distribute funds released in December 2015.Fiscal 2023 from the post-closing rent escrow established in connection with the sale its portfolio of Maryland Properties. The total dividend of $0.30 per share was paid on September 15, 2023 to holders of record of said shares at the close of business on September 1, 2023.

As the disposal of this propertythe Maryland Properties did not represent a strategic shift that would have a major impact on FREIT’s operations or financial results, the property’sproperties’ operations were not reflected as discontinued operations in the accompanying consolidated financial statements.


Note 3 -  Property acquisition:– Investment in tenancy-in-common:

On December 7, 2017, FREIT completed the acquisition of Station Place, a residential apartment complex consisting of one building with 45 units, located in Red Bank, New Jersey through Station Place on Monmouth, LLC (FREIT’s 100% owned consolidated subsidiary). FREIT identified Station Place as the replacement property for the Hammel Gardens property located in Maywood, New Jersey that FREIT sold on June 12, 2017, which completed the like-kind exchange pursuant to Section 1031 of the Internal Revenue Code. Station Place is part of FREIT’s residential segment. The acquisition cost was $19,550,000 (inclusive of approximately $550,000 of transaction costs capitalized as part of the asset acquisition), which was funded in part with $7 million in net proceeds from the sale of the Hammel Gardens property, and the remaining balance of $12,350,000 (inclusive of the transaction costs) was funded by Station Place on Monmouth, LLC through long-term financing for this property from Provident Bank.

The acquisition cost of $19.6 million has been allocated as follows: $10.8 million to the building and $8.8 million to the land.

Note 4 -  Real estate:

Real estate consists of the following:

Range of

Estimated

October 31,

Useful Lives

2020

2019

(In Thousands of Dollars)

Land

$

75,688

$

84,097

Unimproved land

405

405

Apartment buildings

7-40 years

155,923

202,486

Commercial buildings/shopping centers

5-40 years

151,293

159,186

Equipment/Furniture

5-15 years

1,978

2,297

Total real estate, gross

385,287

448,471

Less: accumulated depreciation

107,137

118,363

Total real estate, net

$

278,150

$

330,108

Note 5 -  Mortgages payable and credit line:

October 31, 2020

October 31, 2019

Principal (Including Deferred Interest)

Unamortized

Debt Issuance

Costs

Principal

Unamortized

Debt Issuance

Costs

(In Thousands of Dollars)

(In Thousands of Dollars)

Rockaway, NJ (A)

$

15,050

$

23

$

15,615

$

51

Westwood, NJ (B)

18,695

71

18,973

103

Wayne, NJ (C)

28,815

427

28,815

475

River Edge, NJ (D)

9,789

53

10,021

70

Red Bank, NJ (E)

12,181

108

12,350

123

Westwood, NJ (F)

0—

0—

19,617

34

Wayne, NJ (G)

23,336

205

23,737

240

Hackensack, NJ (H)

0—

0—

48,000

509

Damascus, MD (I)

18,824

166

19,354

231

Middletown, NY (J)

15,255

137

15,588

170

Total fixed rate

141,945

1,190

212,070

2,006

Westwood, NJ (F)

25,000

460

0—

0—

Frederick, MD (K)

21,775

0—

22,200

28

Baltimore, MD (L)

118,520

160

118,520

800

Line of credit - Provident Bank (M)

0—

0—

0—

52

Total variable rate

165,295

620

140,720

880

Total

$

307,240

$

1,810

$

352,790

$

2,886

(A)Payable in monthly installments of $115,850 including interest at 5.37% through February 2022 at which time the outstanding balance is due. The mortgage is secured by a residential building in Rockaway, New Jersey having a net book value of approximately $14,895,000 as of October 31, 2020.

(B)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, which is payable in monthly installments of $129,702 including interest at 4.75% through January 2023 at which time the outstanding balance is due. The mortgage is secured by a retail building in Westwood, New Jersey having a net book value of approximately $7,078,000 as of October 31, 2020.

As a result of the negative impact of the COVID-19 pandemic at this property, FREIT was granted debt payment relief from the lender in the form of deferral of principal and interest payments for a three-month period which ended June 30, 2020, resulting in total deferred payments of approximately $390,000, of which approximately $222,000 related to deferred interest. These deferred payments are included in the mortgages payable on the consolidated balance sheet and are due at the maturity of this loan.

(C)On August 26, 2019, Berdan Court, LLC (“Berdan Court”), (owned 100% by FREIT), refinanced its $17 million loan (which matured on September 1, 2019) with the lender in the amount of $28,815,000. This refinancing resulted in: (i) a reduction in the annual interest rate from a fixed rate of 6.09% to a fixed rate of 3.54% and (ii) net refinancing proceeds of approximately $11.6 million which can be used for capital expenditures and general corporate purposes.

The loan is interest-only for the first five years of the term with monthly installments of approximately $85,004 each month through September 1, 2024. Thereafter, monthly installments of principal plus interest totaling approximately $130,036 will be required each month until September 1, 2029 at which time the unpaid balance is due. The mortgage is secured by an apartment building in Wayne, New Jersey having a net book value of approximately $1,530,000 as of October 31, 2020.

(D)On November 19, 2013, FREIT refinanced mortgage loans scheduled to mature on December 1, 2013 with a new mortgage loan in the amount of $11,200,000 payable in monthly installments of $57,456 including interest at 4.54% through December 1, 2023 at which time the outstanding balance is due. The mortgage is secured by an apartment building in River Edge, New Jersey having a net book value of approximately $706,000 as of October 31, 2020.

(E)On December 7, 2017, Station Place on Monmouth, LLC (owned 100% by FREIT) closed on a mortgage loan in the amount of $12,350,000 held by Provident Bank to purchase the Station Place property in Red Bank, New Jersey. Interest-only payments were required each month for the first two years of the term and thereafter, principal payments plus accrued interest were required each month through maturity. The loan bears a floating interest rate equal to 180 basis points over the one-month BBA LIBOR with a maturity date of December 15, 2027. In order to minimize interest rate volatility during the term of the loan, Station Place on Monmouth, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 4.35% over the term of the loan. (See Note 6 to FREIT’s consolidated financial statements for additional information relating to the interest rate swap.) The mortgage is secured by an apartment building in Red Bank, New Jersey having a net book value of approximately $18,766,000 as of October 31, 2020.

On January 21, 2019, Station Place on Monmouth, LLC entered into a modification agreement with Provident Bank. The material terms of the modification were: (i) FREIT guaranteed $2,350,000 of the outstanding principal balance of the loan; and (ii) the loan’s Debt Service Coverage Ratio (“DSCR”) covenants were reduced to a single test tested semi-annually which required a DSCR of 1.2 / 1.0 based on actual debt service. If the DSCR should fall below 1.2 / 1.0, Provident Bank, at its discretion, may require a current appraisal of the Station Place property. If the loan balance exceeds 85% loan-to-value (“L-T-V”) based on the appraised value, Station Place may be required to resize the loan to bring the L-T-V into compliance by paying down the outstanding principal balance of the loan, posting a letter of credit, or providing additional collateral to Provident Bank.

(F)On September 30, 2020, Westwood Hills, LLC (“Westwood Hills”), a consolidated subsidiary, refinanced its $19.2 million loan (which would have matured on November 1, 2020) with a new loan held by ConnectOne Bank in the amount of $25,000,000, with additional funding available in the amount of $250,000 for legal fees potentially incurred by the lender related to the lis pendens on this property. (See Note 14 to FREIT’s consolidated financial statements for additional details in regards to the lis pendens.) This loan, secured by an apartment building in Westwood, New Jersey, is interest-only based on a floating rate at 400 basis points over the one-month LIBOR rate with a floor of 4.15% and has a maturity date of October 1, 2022 with the option of Westwood Hills to extend for two (2) additional six (6)-month periods from the maturity date, subject to certain provisions of the loan agreement. This refinancing resulted in: (i) a change in the annual interest rate from a fixed rate of 4.62% to a variable rate with a floor of 4.15% and (ii) net refinancing proceeds of approximately $5.6 million that were distributed to the partners in Westwood Hills with FREIT receiving approximately $2.2 million based on its 40% membership interest in Westwood Hills. As of October 31, 2020, approximately $25,000,000 of this loan was drawn and outstanding and the interest rate was based on the floor of 4.15%. The mortgage is secured by an apartment building in Westwood, New Jersey having a net book value of approximately $8,537,000 as of October 31, 2020.

(G)On September 29, 2016, Wayne PSC, LLC refinanced its $24,200,000 mortgage loan held by Metropolitan Life Insurance Company, with a new mortgage loan from People’s United Bank in the amount of $25,800,000. The new loan bears a floating interest rate equal to 220 basis points over the one-month BBA LIBOR with a maturity date of October 1, 2026. In order to minimize interest rate volatility during the term of the loan, Wayne PSC, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 3.625% over the term of the loan. This refinancing resulted in: (i) a reduction in interest rate from 6.04% to 3.625% and (ii) net refinancing proceeds of approximately $1 million that were distributed to the partners in Wayne PSC, LLC with FREIT receiving $0.4 million based on it 40% membership interest in Wayne PSC, LLC. (See Note 6 to FREIT’s consolidated financial statements for additional information relating to the interest rate swap.) The mortgage is secured by a shopping center in Wayne, New Jersey having a net book value of approximately $24,076,000 as of October 31, 2020 including approximately $0.6 million classified as construction in progress.

As a result of the negative impact of the COVID-19 pandemic at this property, we were granted debt payment relief from the lender in the form of deferral of principal and interest payments for a three-month period which ended November 1, 2020, resulting in total deferred payments of approximately $319,000, of which approximately $138,000 related to deferred interest. These deferred payments are included in the mortgages payable on the consolidated balance sheet and are due at the maturity of this loan.

(H)On January 8, 2018, Pierre Towers, (which was previously owned by S And A Commercial Associates Limited Partnership (“S&A”) and was previously a consolidated subsidiary of FREIT), refinanced its $29.1 million loan held by State Farm with a new mortgage loan from New York Life Insurance in the amount of $48 million. This refinancing resulted in: (i) a reduction in the annual interest rate from a fixed rate of 5.38% to a fixed rate of 3.88%; and (ii) net refinancing proceeds of approximately $17.2 million (after giving effect to a $1.2 million loan prepayment cost to pay-off the loan held by State Farm) that were distributed to the partners in S&A with FREIT receiving approximately $11.2 million, based on its 65% membership interest in S&A, which can be used for capital expenditures and general corporate purposes. The loan is interest-only for the first five years of the term with monthly installments of $155,200 each month through January 2023. Thereafter, monthly installments of principal plus interest totaling $225,851 will be required each month until January 2028 at which time the unpaid balance is due.

On February 28, 2020, FREIT reorganized S&A from a partnership into a TIC. Prior to this reorganization, FREIT owned a 65% membershippartnership interest in S&A, which owned 100% of the Pierre Towers property located in Hackensack, New Jersey through its 100% interest in Pierre Towers, LLC. Accordingly, FREIT consolidated the financial statements of S&A and its subsidiary to include 100% of the subsidiary’s assets, liabilities, operations and cash flows with the interest not owned by FREIT reflected as “noncontrolling interests in subsidiary” and all significant intercompany accounts and transactions were eliminated in consolidation. Pursuant to the TIC agreement, FREIT ultimately acquired a 65% undivided interest in the Pierre Towers property, a 266-unit residential apartment complex in Hackensack, New Jersey (whichwhich was formerly owned by S&A).&A. While FREIT’s effective ownership percentage in the Pierre Towers Property remained unchanged after the reorganization to a TIC, FREIT no longer has a controlling interest in the TIC as the TIC is now under joint control. Based on the guidance of ASC 810, Consolidation”Consolidation, FREIT’s investment in the TIC is accounted for under the equity method of accounting. While

FREIT’s effective ownership percentage interestinvestment in the TIC was approximately $18.1 million and $18.8 million at October 31, 2023 and 2022, respectively, with a loss on investment of approximately $271,000, $228,000 and $295,000, respectively, in the accompanying consolidated statements of income for the fiscal years ended October 31, 2023, 2022 and 2021, respectively.

Hekemian & Co. manages the Pierre Towers property remains unchanged after the reorganizationpursuant to a TIC, FREIT no longer has a controlling interest asmanagement agreement between the TIC is now under joint control. Since FREIT retained a noncontrolling financial interest inowners of the TIC and Hekemian & Co. dated as of February 28, 2020, which was for an initial term of one (1) year and which renews for successive one (1) year terms unless either party gives written notice of termination to the deconsolidationother party at least sixty (60) days prior to the end of the subsidiary (onthen-current term. The management agreement was renewed for a successive one (1) year term expiring on February 28, 2020) is not2025.

The management agreement requires the resultpayment of a nonreciprocal transfermanagement fees equal to owners FREIT recognized a gain on deconsolidation. (See Note 175% of rents collected. Management fees, charged to FREIT’s consolidated financial statementsoperations, were approximately $418,000, $402,000 and $375,000 for additional details.)

(I)On December 26, 2012, Damascus Centre, LLC refinanced its construction loan with long-term financing provided by People’s United Bankthe fiscal years ended October 31, 2023, 2022 and 2021, respectively. Hekemian & Co. management fees outstanding at October 31, 2023 and 2022 were approximately $28,500 and $35,100, respectively. The Pierre Towers property also uses the first trancheresources of the new loan was taken down inHekemian & Co. insurance department to secure various insurance coverages for its property. Hekemian & Co. is paid a commission for these services. Such commissions were charged to operations and amounted to approximately $51,000, $40,000 and $51,000 for the amount of $20 million. Based on leasingfiscal years ended October 31, 2023, 2022 and net operating income at2021, respectively.

The following table summarizes the shopping center, People’s United Bank agreed to a takedownbalance sheets of the second tranche of this loan on April 22, 2016 in the amount of $2,320,000, of which approximately $470,000 was readily available and the remaining $1,850,000 was held in escrow. In July 2018, these funds totaling $1,850,000 were released from escrow by the bank and became readily available to Damascus Centre, LLC. Damascus Centre, LLC distributed amounts due to FREIT and certain members of Damascus 100.

The loan has a maturity date of January 3, 2023 and bears a floating interest rate equal to 210 points over the one-month BBA LIBOR. In order to minimize interest rate volatility during the term of this loan, Damascus Centre, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate on each tranche of this loan, resulting in a fixed rate of 3.81% over the term of the first tranche of this loan and a fixed rate of 3.53% over the term of the second tranche of this loan. (See Note 6 to FREIT’s consolidated financial statements for additional information relating to the interest rate swaps.) The shopping center securing the loan has a net book value of approximately $25,438,000Pierre Towers property as of October 31, 2020.2023 and 2022, accounted for by the equity method:

(J)On December 29, 2014, FREIT Regency, LLC closed on a $16.2 million mortgage loan with Provident Bank. The loan bears a floating interest rate equal to 125 basis points over the one-month BBA LIBOR and the loan will mature on December 15, 2024. Interest-only payments had been required each month through December 15, 2017 and thereafter, principal payments of $27,807 (plus accrued interest) are required each month through maturity. In order to minimize

  October 31, October 31,
  2023 2022
  (In Thousands of Dollars)
     
Real estate, net $74,202  $76,042 
Cash and cash equivalents  2,256   2,051 
Tenants' security accounts  478   454 
Receivables and other assets  455   583 
Total assets $77,391  $79,130 
         
Mortgages payable, net of unamortized debt issuance costs $48,516  $49,425 
Accounts payable and accrued expenses  295   178 
Tenants' security deposits  496   462 
Deferred revenue  181   145 
Equity  27,903   28,920 
Total liabilities & equity $77,391  $79,130 
         
FREIT's investment in TIC (65% interest) $18,137  $18,798 


84


Table

The following table summarizes the statements of Contents

interest rate volatility during the termoperations of the loan, FREIT Regency, LLC entered into an interest rate swap agreement that, in effect, convertedPierre Towers property for the floating interest rate to a fixed interest rate of 3.75% overfiscal years ended October 31, 2023, 2022 and 2021, accounted for by the termequity method:

  Year Ended Year Ended Year Ended
  October 31, 2023 October 31, 2022 October 31, 2021
  (In Thousands of Dollars)
       
Revenues $8,278  $8,028  $7,627 
Operating expenses  4,893   4,594   4,311 
Depreciation  2,212   2,183   2,166 
Operating income  1,173   1,251   1,150 
             
Interest expense including amortization of deferred financing costs  1,590   1,601   1,604 
             
Net loss $(417) $(350) $(454)
             
FREIT's loss on investment in TIC (65% interest) $(271) $(228) $(295)

Note 4 - Real estate:

Real estate consists of the loan. (See following:

  Range of      
  Estimated October 31, 
  Useful Lives 2023  2022 
    (In Thousands of Dollars) 
Land   $40,813  $40,813 
Unimproved land    405   405 
Apartment buildings 7-40 years  69,724   69,403 
Commercial buildings/shopping centers 5-40 years  42,790   42,740 
Equipment/furniture 5-15 years  2,229   2,174 
Total real estate, gross    155,961   155,535 
Less: accumulated depreciation    62,344   59,660 
Total real estate, net   $93,617  $95,875 

Note 6 to FREIT’s consolidated financial statements for additional information relating to the interest rate swap.) The mortgage is secured by an apartment complex in Middletown, New York having a net book value of $18,260,000 as of October 31, 2020.5 – Mortgages payable and credit line:

(K)On April 28, 2017, WestFREIT, Corp. (owned 100% by FREIT), refinanced its $22 million mortgage loan held by Wells Fargo Bank, with a new mortgage loan from Manufacturer’s and Traders Trust Company (“M&T Bank”) in the amount of $23.5 million. The new loan had a floating interest rate equal to 275 basis points over the one-month LIBOR and had a maturity date of April 28, 2019 with the option to extend for 12 months. This refinancing resulted in: (i) a reduction in the annual interest rate from a fixed rate of 5.55% to a variable rate and (ii) net refinancing proceeds of approximately $1.1 million which have been used for general corporate purposes. The loan was payable in monthly installments of interest (as defined above) plus principal of $43,250 through May 2018 and principal of $45,250 from June 2018 through May 2019 at which time the outstanding balance became due.

  October 31, 2023  October 31, 2022 
  Principal (Including
Deferred Interest)
  Unamortized
Debt Issuance
Costs
  Principal (Including
Deferred Interest)
  Unamortized
Debt Issuance
Costs
 
  (In Thousands of Dollars)  (In Thousands of Dollars) 
Rockaway, NJ (A) $7,500  $25  $7,500  $172 
Westwood, NJ (B)  16,617   26   17,274   8 
Wayne, NJ (C)  28,815   282   28,815   330 
River Edge, NJ (D)  9,022   1   9,291   19 
Red Bank, NJ (E)  11,521   63   11,750   78 
Wayne, NJ (F)  25,000   275   25,000   431 
Middletown, NY (G)  14,254   38   14,587   71 
Westwood, NJ (H)  25,450   407       
Total fixed rate  138,179   1,117   114,217   1,109 
Westwood, NJ (H)        25,000    
Line of credit - Provident Bank (I)           36 
Total variable rate        25,000   36 
Total $138,179  $1,117  $139,217  $1,145 

On April 3, 2019, WestFREIT, Corp. exercised its option to extend its loan held by M&T Bank, with a then outstanding balance of approximately $22.5 million, for twelve months. Effective beginning on June 1, 2019, the extension of this loan required monthly principal payments of $47,250 plus interest based on a floating interest rate equal to 240 basis points over the one-month LIBOR and had a maturity date of May 1, 2020 which was extended to November 1, 2020. This loan has been further extended with a new maturity date of January 31, 2021 under the same terms and conditions of the existing agreement while the lender is in discussions with the Company regarding a further modification and extension of this loan. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended. The mortgage is secured by a retail building in Frederick, Maryland having a net book value of approximately $12,528,000 as of October 31, 2020. The interest rate on the loan was approximately 2.55% as of October 31, 2020.

(A)

On December 30, 2021, FREIT refinanced its $14.4 million loan with a new loan held by ConnectOne Bank in the amount of $7,500,000, with additional funding available to be drawn upon through December 31, 2023 in the amount of $7,500,000 for corporate needs. This loan is interest-only and has a maturity date of January 1, 2024 with the option of FREIT to extend for one year from the maturity date, subject to certain provisions of the loan agreement. This refinancing provided a reduction in the annual interest rate from a fixed rate of 5.37% to a fixed rate of 2.85% and interest-only payments being required under this new loan.

As a result of the negative impact of the COVID-19 pandemic at this property, FREIT was granted debt payment relief from the lender in the form of deferral of principal and interest payments for a three-month period which ended June 30, 2020, resulting in total deferred payments of approximately $303,800, of which approximately $162,100 related to deferred interest was repaid as of October 31, 2020. The remaining deferred balance due of approximately $141,700 is included in the mortgages payable on the consolidated balance sheet and is due at the maturity of this loan.


(L)The original Rotunda acquisition loan for $22.5 million, which was subsequently reduced to $19.5 million on February 1, 2010, was acquired by FREIT on May 28, 2013. FREIT subsequently sold this loan to Wells Fargo Bank. On December 9, 2013, Grande Rotunda, LLC, a consolidated subsidiary, closed with Wells Fargo Bank on a construction loan of up to $120 million, of which $115.3 million had been drawn, to be used to redevelop and expand the Rotunda property in Baltimore, Maryland with a term of four (4) years, with one twelve-month extension, at a rate of 225 basis points over the monthly LIBOR.

On February 7, 2018, Grande Rotunda, LLC (“Grande Rotunda”) refinanced its $115.3 million construction loan held by Wells Fargo with a new loan held by Aareal Capital Corporation in the amount of approximately $118.5 million with additional funding available through February 6, 2021 for retail tenant improvements and leasing costs in the amount of $3,380,000. This refinancing paid off the loan previously held by Wells Fargo, funded loan closing costs and paid the amount due to Hekemian Development Resources for a development fee of $900,000 plus accrued interest of approximately $45,000 (See Note 8 to FREIT’s consolidated financial statements for further details on this fee). This loan bears a floating interest rate at 285 basis points over the one-month LIBOR rate and has a maturity date of February 6, 2021 with two one-year renewal options to extend the maturity of this loan, subject to certain requirements as provided for in the loan agreement. As part of this transaction, Grande Rotunda had purchased an interest rate cap on LIBOR for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for the first two years of this loan which matured on March 5, 2020. On February 28, 2020, Grande Rotunda purchased an interest rate cap on LIBOR, with an effective date of March 5, 2020, for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for one year. As of October 31, 2020, approximately $118.5 million of this loan facility was drawn down and the interest rate was approximately 2.99%. The loan is secured by the Rotunda property, which has a net book value of approximately $140,206,000 as of October 31, 2020. On November 5, 2020, Grande Rotunda elected to exercise the first extension option on this loan to extend the initial maturity date from February 6, 2021 until February 6, 2022. In order to extend the maturity due date Grande Rotunda must satisfy the following conditions: (a) pay to lender an extension fee of 0.2% of the extended loan balance; (b) certify that no default or events of default exist; (c) extend the interest rate cap to expire on February 6, 2022; and (d) allow lender to obtain an updated appraisal of the property. The principal balance of the amount of the loan to be extended must not exceed a loan-to-value of 62.5%. To the extent the loan-to-value exceeds the 62.5% limit, the loan must be brought in to balance via a loan reduction or by other means satisfactory to the Lender. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended.

On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term for an additional one year from an initial maturity date of January 1, 2024 to a new maturity date of January 1, 2025. The loan extension would have been based on a fixed interest rate of approximately 7.44%. On January 11, 2024, FREIT fully repaid this loan with a balance of $7.5 million. This will result in annual debt service savings of approximately $558,000.

The mortgage is secured by a residential building in Rockaway, New Jersey having a net book value of approximately $13,889,000 as of October 31, 2023.

(B)

On January 14, 2013, FREIT refinanced its Westwood Plaza mortgage loan in the amount of $8 million, with a new mortgage loan held by Valley National Bank in the amount of $22,750,000, which was payable in monthly installments of $129,702 including interest at 4.75% through February 1, 2023 at which time the outstanding balance was due.

Effective February 1, 2023, FREIT entered into a loan extension and modification agreement with Valley National Bank on this loan with a then outstanding balance of approximately $16,864,361. Under the terms and conditions of this loan extension and modification, the maturity date of the loan was extended for a term of one (1) year from February 1, 2023 to February 1, 2024 with the option of FREIT to extend for one additional year from the extended maturity date, subject to certain provisions of the loan agreement. The loan is based on a fixed interest rate of 7.5% and is payable based on monthly installments of principal and interest of approximately $157,347. Additionally, FREIT funded an interest reserve escrow account (“Escrow”) at closing representing the annualized principal and interest payments for one (1) year, amounting to approximately $1,888,166. This Escrow is held at Valley National Bank and in the event of a default on this loan, the bank shall be permitted to use the proceeds from the escrow account to make monthly debt service payments on the loan. On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of this loan for one additional year from an initial maturity date of February 1, 2024 to a new maturity date of February 1, 2025. This loan extension will be at a fixed interest rate based on the then corresponding Wall Street Journal Prime Rate (approximately 8.5%).

The mortgage is secured by a retail building in Westwood, New Jersey having a net book value of approximately $7,255,000 as of October 31, 2023 including approximately $213,000 classified as construction in progress.

As a result of the negative impact of the COVID-19 pandemic at this property, FREIT was granted debt payment relief from the lender in the form of deferral of principal and interest payments for a three-month period which ended June 30, 2020, resulting in total deferred payments of approximately $390,000, of which approximately $222,000 related to deferred interest. These deferred payments are included in the mortgages payable on the consolidated balance sheets as of October 31, 2023 and 2022 and are due at the maturity of this loan.

(C)

On August 26, 2019, Berdan Court, LLC (“Berdan Court”), refinanced its $17 million loan with a new lender in the amount of $28,815,000. This refinancing resulted in: (i) a reduction in the annual interest rate from a fixed rate of 6.09% to a fixed rate of 3.54% and (ii) net refinancing proceeds of approximately $11.6 million, which could be used for capital expenditures and general corporate purposes.

The loan is interest-only for the first five years of the term with monthly installments of approximately $85,004 each month through September 1, 2024. Thereafter, monthly installments of principal plus interest totaling approximately $130,036 will be required each month until September 1, 2029 at which time the unpaid balance is due. The mortgage is secured by an apartment building in Wayne, New Jersey having a net book value of approximately $1,544,000 as of October 31, 2023.

(D)

On November 19, 2013, FREIT refinanced mortgage loans with a new mortgage loan in the amount of $11,200,000 payable in monthly installments of $57,456 including interest at 4.54% through December 1, 2023 at which time the outstanding balance came due. On December 1, 2023, the mortgage in the amount of approximately $9 million came due. FREIT is in the process of refinancing this loan with the current lender, Provident Bank. While the bank is completing its due diligence around this refinancing, Provident Bank has provided a 90-day extension of the maturity date of this loan based on the same terms and conditions of the existing loan agreement. Management expects this loan to be refinanced, however, until such time as a definitive agreement providing for a refinancing of this loan is entered into, there can be no assurance this loan will be refinanced.

The mortgage is secured by an apartment building in River Edge, New Jersey having a net book value of approximately $861,000 as of October 31, 2023.

(E)

On December 7, 2017, Station Place on Monmouth, LLC (“Station Place”) closed on a mortgage loan in the amount of $12,350,000 held by Provident Bank to purchase the Station Place property in Red Bank, New Jersey. Interest-only payments were required each month for the first two years of the term and thereafter, principal payments plus accrued interest were required each month through maturity. The loan bears a floating interest rate equal to 180 basis points over the one-month BBA LIBOR with a maturity date of December 15, 2027.  In order to minimize interest rate volatility during the term of the loan, Station Place entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 4.35% over the term of the loan. (See Note 6 for additional information relating to the interest rate swap.) The mortgage is secured by an apartment building in Red Bank, New Jersey having


a net book value of approximately $17,982,000 as of October 31, 2023.

(F)

On July 22, 2022, Wayne PSC, LLC (“Wayne PSC”) refinanced its $22.1 million loan (inclusive of deferred interest of approximately $136,000), which would have matured on October 1, 2026, with a new loan held by ConnectOne Bank in the amount of $25,000,000. This loan is interest-only based on a fixed interest rate of 5% and has a term of three years with a maturity date of August 1, 2025. Additionally, an interest reserve escrow was established at closing representing twelve months of interest of $1,250,000, which can be used to pay monthly interest on this loan with a requirement to replenish the escrow account back to $1,250,000 when the balance in the escrow account is reduced to three months of interest. This refinancing resulted in (i) annual debt service savings of approximately $340,000 due to interest-only payments; (ii) an increase in the interest rate from a fixed interest rate of 3.625% to a fixed interest rate of 5%; and (iii) net refinancing proceeds of approximately $1.1 million which can be used for capital expenditures and general corporate purposes. As part of the refinancing, Wayne PSC terminated the interest rate swap contract on the underlying loan resulting in a realized gain on the swap breakage of approximately $1.4 million, which was recorded as a realized gain on the accompanying consolidated statement of income for the year ended October 31, 2022. (See Note 6 for additional details.)

(M)Credit line: FREIT’s revolving line of credit provided by the Provident Bank was renewed for a three-year term ending on October 31, 2023. Draws against the credit line can be used for working capital needs and standby letters of credit. Draws against the credit line are secured by mortgages on FREIT’s Franklin Crossing Shopping Center in Franklin Lakes, New Jersey and retail space in Glen Rock, New Jersey. The total line of credit is $13 million and the interest rate on the amount outstanding is based on a floating interest rate of prime minus 25 basis points with a floor of 3.75%. During Fiscal 2017, FREIT utilized $3 million of its credit line to fund tenant improvements for new retail tenants at the Rotunda property and repaid this line of credit in full in Fiscal 2018. As of October 31, 2020 and 2019,

The mortgage is secured by a shopping center in Wayne, New Jersey having a net book value of approximately $21,942,000 as of October 31, 2023 including approximately $685,000 classified as construction in progress. As of October 31, 2023 the interest reserve escrow account has a balance of $613,000.

(G)

On December 29, 2014, FREIT Regency, LLC (“Regency”) closed on a $16.2 million mortgage loan with Provident Bank. The loan bears a floating interest rate equal to 125 basis points over the one-month BBA LIBOR and will mature on December 15, 2024. Interest-only payments had been required each month through December 15, 2017 and thereafter, principal payments of $27,807 (plus accrued interest) are required each month through maturity. In order to minimize interest rate volatility during the term of the loan, Regency entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 3.75% over the term of the loan.  (See Note 6 for additional information relating to the interest rate swap.)  The mortgage is secured by an apartment complex in Middletown, New York having a net book value of $17,172,000 as of October 31, 2023.

(H)

On September 30, 2020, Westwood Hills, LLC (“Westwood Hills”) refinanced its $19.2 million loan with a new loan held by ConnectOne Bank in the amount of $25,000,000, with additional funding available in the amount of $250,000 for legal fees potentially incurred by the lender related to the lis pendens on this property. (See Note 14 for additional details in regards to the lis pendens.) This loan, is interest-only based on a floating rate at 400 basis points over the one-month LIBOR rate with a floor of 4.15% and had a maturity date of October 1, 2022 with the option of Westwood Hills to extend for two (2) additional six (6)-month periods from the maturity date, subject to certain provisions of the loan agreement. This refinancing resulted in: (i) a change in the annual interest rate from a fixed rate of 4.62% to a variable rate with a floor of 4.15% and (ii) net refinancing proceeds of approximately $5.6 million that were distributed to the partners in Westwood Hills with FREIT receiving approximately $2.2 million based on its 40% membership interest in Westwood Hills.

On August 19, 2022, Westwood Hills exercised its right, pursuant to the loan agreement, to extend the term of its its loan for an additional six (6) months from an initial maturity date of October 1, 2022 to a new maturity date of April 1, 2023 on the same terms and conditions as stated in the loan agreement. On March 1, 2023, Westwood Hills exercised its right, pursuant to the loan agreement, to extend the term of its loan, for an additional six (6) months to a new maturity date of October 1, 2023 on the same terms and conditions as stated in the loan agreement.

On August 3, 2023, Westwood Hills refinanced its $25,000,000 loan (which would have matured on October 1, 2023) with a new loan held by Minnesota Life Insurance Company in the amount of $25,500,000. This loan is based on a fixed interest rate of 6.05%, provides for monthly payments of principal and interest of $153,706 and has a term of three years with a maturity date of September 1, 2026. This refinancing resulted in a decrease in the interest rate from a variable interest rate of approximately 9.21% (at the time of the refinancing) to a fixed interest rate of 6.05% and annual debt service savings of approximately $535,000.

The mortgage is secured by an apartment building in Westwood, New Jersey having a net book value of approximately $7,577,000 as of October 31, 2023.

(I)FREIT’s revolving line of credit provided by Provident Bank was renewed for a three-year term ending on October 31, 2026. Draws against the credit line can be used for working capital needs and standby letters of credit. Draws against the credit line are secured by mortgages on FREIT’s Franklin Crossing Shopping Center in Franklin Lakes, New Jersey and retail space in Glen Rock, New Jersey. The total line of credit is $13 million and the interest rate on the amount outstanding will be based on a floating interest rate of prime minus 25 basis points with a floor of 6.75%. As of October 31, 2023 and 2022, there was no amount outstanding and $13 million was available under the line of credit.

Certain of the Company’s mortgage loans and the Credit Lineline of credit contain financial covenants. The Company was in compliance with all of its financial covenants as of October 31, 2020. The lis pendens filed in connection with the legal proceeding between FREIT and certain of its affiliates and Sinatra Properties, LLC may adversely affect FREIT’s ability to refinance certain of its residential properties. (See Note 14 to FREIT’s consolidated financial statements for additional details.)2023.


Fair value of long-term debt:

The following table shows the estimated fair value and carrying value of FREIT’s long-term debt, net at October 31, 20202023 and 2019:2022:

($ in Millions) October 31,
2023
 October 31,
2022

October 31,

October 31,

    

($ in Millions)

2020

2019

Fair Value

$311.4

$352.9

 $130.8 $132.2

    

Carrying Value, Net

Carrying Value, Net

$305.4

$349.9

Carrying Value, Net$137.1 $138.1

Fair values are estimated based on market interest rates at the end of each fiscal year and on a discounted cash flow analysis. Changes in assumptions or estimation methods may significantly affect these fair value estimates. The fair value is based on observable inputs (level 2 in the fair value hierarchy as provided by authoritative guidance).

Principal amounts (in thousands of dollars) due under the above obligations in each of the five years subsequent to October 31, 20202023 are as follows:

Year Ending October 31, Amount
2024 $17,951 
2025 $56,111 
2026 $25,649 
2027 $849 
2028 $11,113 
     

Year Ending October 31,

Amount

2021

$

143,388

(a)(b)

2022

$

17,380

2023

$

61,713

2024

$

10,492

2025

$

15,596

(a)

Includes loan on Rotunda property located in Baltimore, Maryland in the amount of approximately $118.5 million which matures on February 6, 2021 and has two one-year renewal options, subject to certain requirements as provided for in the loan agreement. On November 5, 2020, Grande Rotunda elected to exercise the first extension option on this loan to extend the initial maturity date from February 6, 2021 until February 6, 2022. In order to extend the maturity due date Grande Rotunda must satisfy the following conditions: (a) pay to lender an extension fee of 0.2% of the extended loan balance; (b) certify that no default or events of default exist; (c) extend the interest rate cap to expire on February 6, 2022; and (d) allow lender to obtain an updated appraisal of the property. The principal balance of the amount of the loan to be extended must not exceed a loan-to-value of 62.5%. To the extent the loan-to-value exceeds the 62.5% limit, the loan must be brought in to balance via a loan reduction or by other means satisfactory to the Lender. (See Note 5(L))

(b)

Includes loan on Westridge Square Shopping Center located in Frederick, Maryland in the amount of approximately $21.8 million which had a maturity date of May 1, 2020 and was extended to November 1, 2020. This loan has been further extended with a new maturity date of January 31, 2021 under the same terms and conditions of the existing agreement while the lender is in discussions with the Company regarding a further modification and extension of this loan.

Note 6 -  Interest– Fair Value Measurements: 

Financial assets that are measured at fair value on our consolidated balance sheets consist of (i) investments in U.S. Treasury securities (classified as available for sale) and (ii) interest rate cap and swap contracts:contracts.

On February 7, 2018, Grande Rotunda refinanced its construction loan

In accordance with a new loan held by Aareal Capital CorporationASC Topic 320, “Investments – Debt Securities”, FREIT is accounting for the investments in U.S. Treasury securities classified as available for sale in the amount of approximately $118.5 million with additional funding available through February 6, 2021 for retail tenant improvements and leasing costs in the amount of $3,380,000. This loan bears a floating interest rate at 285 basis points over the one-month LIBOR rate and has a maturity date of February 6, 2021 with two one-year options to extend the maturity of this loan, subject to certain requirements as provided for in the loan agreement.

At October 31, 2020, the total amount outstanding on this loan was approximately $118.5 million. As part of this transaction, Grande Rotunda had purchased an interest rate cap on LIBOR for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for the first two years of this loan which matured on March 5, 2020. On February 28, 2020, Grande Rotunda purchased an interest rate cap on LIBOR, with an effective date of March 5, 2020, for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for one year. At October 31, 2020, the derivative financial instrument had a notional amount of $121.9 million and a maturity date of March 5, 2021.

On December 7, 2017, Station Place (owned 100% by FREIT) closed on a $12,350,000 mortgage loan with Provident Bank. The loan bears a floating interest rate equal to 180 basis points over the one-month BBA LIBOR with a maturity date of December 15, 2027. At October 31, 2020, the total amount outstanding on this loan was approximately $12.2 million. In order to minimize interest rate volatility during the term of this loan, Station Place entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 4.35% over the term of the loan. At October 31, 2020, the derivative financial instrument had a notional amount of $12.2 million and a maturity date of December 2027.

On September 29, 2016, Wayne PSC, a consolidated subsidiary, refinanced its $24.2 million mortgage loan held by Metropolitan Life Insurance Company, with a new mortgage loan from People’s United Bank in the amount of $25.8 million. The new loan bears a floating interest rate equal to 220 basis points over the one-month BBA LIBOR with a maturity date of October 1, 2026. At October 31, 2020, the total amount outstanding on this loan was approximately $23.3 million. In order to minimize interest rate volatility during the term of the loan, Wayne PSC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 3.625% over the term of the loan. At October 31, 2020, the derivative financial instrument had a notional amount of approximately $23.1 million and a maturity date of October 2026.

On December 26, 2012, Damascus Centre refinanced its construction loan with long-term financing provided by People’s United Bank and the first tranche of the new loan was taken down in the amount of $20 million. Based on leasing and net operating income at the shopping center, People’s United Bank agreed to a take-down of the second tranche of this loan on April 22, 2016 in the amount of $2,320,000. The total amount outstanding for both tranches of this loan held with People’s United Bank$23,593,000 as of October 31, 20202023 at fair value. Any changes in the value of these securities are recorded as an unrealized gain or loss in other comprehensive income. At maturity, the realized gain or loss related to these investments is recognized in investment income in the consolidated statement of income. As of October 31, 2023, there was approximately $18.8 million. The loan has a maturity dateno unrealized gain or loss recorded for the available for sale investments in U.S. Treasury securities. Due to the short-term nature of January 3, 2023these investments and bears a floatingthe lack of significant interest rate equal to 210 basis pointsfluctuations over the one-month BBA LIBOR. In order to minimize interest rate volatility duringshort-term of these investments, the termamortized cost basis approximated the fair value for each of this loan, Damascus Centre entered into an interest rate swap agreement that,these investments. The fair values are based on quoted market prices (level 1 in effect, converted the floating interest rate to a fixed interest rate on each tranche of this loan, resulting in a fixed rate of 3.81% over the term of the first tranche of this loan and a fixed rate of 3.53% over the term of the second tranche of this loan. At October 31, 2020, the derivative financial instrument had a notional amount of approximately $18.9 million and a maturity date of January 2023.fair value hierarchy as provided by authoritative guidance).

On December 29, 2014, Regency closed on a $16.2 million mortgage loan with Provident Bank. The loan bears a floating interest rate equal to 125 basis points over the one-month BBA LIBOR and the loan will mature on December 15, 2024. At October 31, 2020, the total amount outstanding on this loan was approximately $15.3 million. In order to minimize interest rate volatility during the term of the loan, Regency entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 3.75% over the term of the loan. At October 31, 2020, the derivative financial instrument had a notional amount of approximately $15.3 million and a maturity date of December 2024.

In accordance with ASU 2017-12, which was adopted by FREIT in the first quarter of Fiscal 2020 (see Note 1 to FREIT’s consolidated financial statements for additional details)Accounting Standards Codification Topic 815, Derivatives and Hedging ("ASC 815"), FREIT ishas been accounting for the Damascus Centre, Regency, Wayne PSC and Station Place interest rate swaps and the Grande Rotunda interest rate cap as cash flow hedges marking these contracts to market, taking into account present interest rates compared to the contracted fixed rate over the life of the contract and recording the unrealized gain or loss on the swaps and cap in comprehensive income. On December 30, 2021, the Rotunda property owned by Grande Rotunda was sold, a portion of the proceeds from the sale was used to pay off the $116.5 million then outstanding balance of the underlying loan and the corresponding interest rate cap on this loan matured with no settlement due at maturity. On January 10, 2022, the property owned by Damascus Centre was sold and a portion of the proceeds from the sale was used to pay off the $18.2 million then outstanding balance of the underlying loan and the corresponding swap breakage fees of approximately $213,000 related to the early termination of the interest rate swap contracts on this loan which was included as interest expense on the accompanying consolidated statement of income for the year ended October 31, 2022. (See Note 2 for further details on the sales of these properties.) On June 17, 2022, Wayne PSC terminated its interest rate swap contract on its underlying loan held with People’s United Bank, which had a maturity date of October 2026, for a settlement amount of approximately $1.4 million. People’s United Bank held the proceeds from this settlement in escrow until the underlying loan was paid off in July 2022 and has been included as a realized gain on interest rate swap termination on the accompanying consolidated statement of income for the year ended October 31, 2022. (See Note 5 for further details.)

For the year ended October 31, 2020,2023, FREIT recorded an unrealized loss of approximately $2,798,000$73,000 in the consolidated statement of comprehensive income representing the change in the fair value of these cash flow hedges during such period. As of October 31, 2020,2023, there was a liabilityan asset of approximately $610,000 for the Damascus Centre swaps, $1,260,000 for the Wayne PSC swap, $1,385,000$459,000 for the Regency swap $1,669,000and $877,000 for the Station Place swap and $0 for the Grande Rotunda interest rate cap.

In Fiscal 2019 and prior fiscal years, FREIT was accounting for its interest rate swaps and cap contract in accordance with ASC 815.swap. For the year ended October 31, 2019,2022, FREIT recorded an unrealized lossgain of approximately $6,400,000$3,717,000 in the consolidated statement of comprehensive lossincome representing the change in the fair value of these


cash flow hedges during such period. For the year ended October 31, 2019, FREIT recorded an unrealized loss in the consolidated statement of income of approximately $160,000 for the Grande Rotunda interest rate cap representing the change in the fair value of this ineffective cash flow hedge during such period. As of October 31, 2019, FREIT recorded a liability2022, there was an asset of approximately $179,000 for the Damascus Centre swaps, $53,000 for the Wayne PSC swap, $860,000$611,000 for the Regency swap $1,034,000and $798,000 for the Station Place swap and $0 for the Grande Rotunda interest rate

cap.swap. For the year ended October 31, 2018,2021, FREIT recorded an unrealized gain of approximately $3,113,000$2,616,000 in the consolidated statement of comprehensive income representing the change in the fair value of these cash flow hedges during such period with a corresponding asset of approximately $955,000 for the Damascus Centre swaps, $2,452,000 for the Wayne PSC swap, $408,000 for the Regency swap and $460,000 for the Station Place swap as of October 31, 2018. For the year ended October 31, 2018, FREIT recorded an unrealized gain in the consolidated statement of income of approximately $72,000 for the Grande Rotunda, LLC interest rate cap representing the change in the fair value of this ineffective cash flow hedge during such period with a corresponding asset of approximately $160,000 as of October 31, 2018.

period. The fair values are based on observable inputs (level 2 in the fair value hierarchy as provided by authoritative guidance).

Note 7 - Commitments and contingencies:

Leases

Commercial tenants:

FREIT leases commercial space having a net book value of approximately $131.7$35.5 million at October 31, 20202023 to tenants for periods of up to twenty-five years. Most of the leases contain clauses for reimbursement of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. As discussed in Note 1, fixedFixed lease income under our commercial operating leases generally includes fixed minimum lease consideration, which areis accrued on a straight-line basis over the terms of the leases. Variable lease income includes consideration based on sales, as well as reimbursements for real estate taxes, maintenance, insurance and certain other operating expenses of the properties.

Minimum fixed lease consideration (in thousands of dollars) under non-cancellable tenant operating leases for each of the next five years and thereafter, excluding variable lease consideration and rents from tenants for which collectability is deemed to be constrained, and variable lease consideration, subsequent to October 31, 2020,2023, is as follows:

Year Ending October 31,

Amount

 Amount 

2021

$

17,253

2022

14,470

2023

11,809

2024

9,640

 4,864 

2025

8,191

  3,955 
2026  3,139 
2027  2,015 
2028  1,024 

Thereafter

25,601

  3,197 

Total

$

86,964

 $18,194 

The above amounts assume that all leases which expire are not renewed and, accordingly, neither minimal rentalsmonth-to-month nor rentals from replacement tenants are included.

Minimum future rentals do not include contingent rentals, which may be received under certain leases on the basis of percentage of reported tenants' sales volume. Rental income that is contingent on future events is not included in income until the contingency is resolved. Contingent rentals included in income for each of the three years forin the three-year period ended October 31, 20202023 were not material.

Residential tenants:

Lease terms for residential tenants are usually one to two years.

Environmental concerns

The Westwood Plaza Shopping Center property is in a Flood Hazard Zone. FREIT maintains flood insurance in the amount of $500,000 for the subject property, which is the maximum available under the Flood Program for the property. Any reconstruction of that portion of the property situated in the flood hazard zone is subject to regulations promulgated by the New Jersey Department of Environmental Protection ("NJDEP"), which could require extraordinary construction methods. FREIT acquired the Westwood Plaza property in 1988, and the property has not experienced any flooding that gave rise to any claims under FREIT’s flood insurance in this time period.

Note 8 - Management agreement, fees and transactions with related party:

On April 10, 2002, FREIT and Hekemian & Co., Inc. (“Hekemian”) executed a management agreement dated as of November 1, 2001 (“Management AgreementAgreement”) whereby Hekemian & Co. would continue as Managing Agentthe managing agent for FREIT. The term of the Management Agreement was renewed on November 1, 2019 for a two-year term which will expireexpires on October 31, 2021. The Management Agreement2025 and is automatically renewsrenewed for successive periods of two years unless either party gives not less than six (6) months prior notice of non-renewal.

Hekemian & Co. currently manages all of the properties owned by FREIT and its affiliates, except for the office building at Thethe Rotunda located in Baltimore, Maryland,Property, which iswas sold on December 30, 2021 and was formerly managed by an independent third party management company. However, FREIT may retain other managing agents to manage properties acquired after April 10, 2002 and to perform various other duties such as sales, acquisitions, and development with respect to any or all properties. Hekemian & Co. does not serve as the exclusive property acquisition advisor to FREIT and is not required to offer potential acquisition properties exclusively to FREIT before acquiring those properties for its own account. The Management Agreement includes a detailed schedule of fees for those services, which Hekemian & Co. may be called upon to perform.


The Management Agreement provides for a termination fee (“Termination Fee”) in the event of a termination or non-renewalby FREIT without cause and a termination fee of 1.25 times the Termination Fee if the Management Agreement under certain circumstances.

terminates following a merger or acquisition of FREIT (the “M&A Termination Fee”). On January 14, 2020, in connection with entering intoMarch 9, 2023, the Purchase and Sale Agreement, FREIT and Hekemian entered into a First AmendmentBoard approved an amendment to the Management Agreement (the “First“Second Amendment”), which amendsprovides, among other things, that the Management Agreement. The First Amendment would become effective if, and only if,M&A Termination Fee shall be increased from 1.25 times the Plan of Liquidation became effective. SinceTermination Fee to 2.5 times the Plan of Liquidation did not become effective due to the termination of the Purchase and Sale Agreement, the First Amendment did not become effective. (See Notes 14 and 15 to FREIT’s consolidated financial statements for further details.)Termination Fee.

The Management Agreement with Hekemian, effective November 1, 2001, requires the payment of management fees equal to 4% to 5% of rents collected. Such fees charged to operations were approximately $2,201,000, $2,549,000,$1,342,000, $1,429,000, and $2,438,000$2,127,000 in Fiscal 2020, 20192023, 2022 and 2018,2021, respectively. In addition, the Management Agreement provides for the payment to Hekemian & Co. of leasing commissions, as well as the reimbursement of certain operating expenses, such as payroll and insurance costs, incurred on behalf of FREIT. Such commissions and reimbursements amounted to approximately $982,000, $762,000$825,000, $701,000 and $742,000$548,000 in Fiscal 2020, 20192023, 2022 and 2018,2021, respectively. Total Hekemian & Co. management fees outstanding at October 31, 20202023 and 20192022 were approximately $182,000$97,000 and $219,000,$105,000, respectively, and included in accounts payable on the accompanying consolidated balance sheets. FREIT also uses the resources of the Hekemian & Co. insurance department to secure various insurance coverages for its properties and subsidiaries. Hekemian & Co. is paid a commission for these services. Such commissions were charged to operations were approximately $166,000, $164,000 and amounted to approximately $190,000, $196,000 and $178,000$209,000 in Fiscal 2020, 20192023, 2022 and 2018,2021, respectively.

Grande Rotunda, LLC owns and operates the Rotunda property.

FREIT owns a 60% equity interest in Grande Rotunda LLC and Rotunda 100, LLC (“Rotunda 100”) owns a 40% equity interest in Grande Rotunda, LLC.

Rotunda. The equity owners of Rotunda 100 and Damascus 100 are principally employees of Hekemian.Hekemian & Co. To incentivize the employees of Hekemian & Co., FREIT advanced, only to employees of Hekemian & Co., up to 50% of the amount of the equity contributions that the Hekemian & Co. employees were required to invest in Rotunda 100 and Damascus 100. These advances were in the form of secured loans that bearbore interest at rates that floatfloated at 225 basis points over the ninety (90) day LIBOR, as adjusted each November 1, February 1, May 1 and August 1. These loans arewere secured by the Hekemian & Co. employees’ interests in Rotunda 100 and Damascus 100, and arewere full recourse loans. Interest only payments arewere required to be made when billed.

No principal payments arewere required during the term of the notes, except that the borrowers arewere required to pay to FREIT all refinancing proceeds and other cash flow they receivereceived from their interestsinterest in Damascus Centre, LLC and Grande Rotunda, LLC.Rotunda. These payments shall bewere applied first to accrued and unpaid interest and then any outstanding principal. The notes originally had maturity dates at the earlier of (a) ten (10) years after issue, (Grande Rotunda, LLC– 6/19/which was June 19, 2015, Damascus Centre, LLC – 9/30/2016), or, (b) at the election of FREIT, ninety (90) days after the borrower terminatesterminated employment with Hekemian & Co., at which time all outstanding unpaid principal and interest iswas due. On May 8, 2008, the Board approved amendments to the existing loan agreements with the Hekemian & Co. employees, relative to their interests in Rotunda 100, to increase the aggregate amount that FREIT may advance to such employees from $2 million to $4 million. On June 4, 2015, the Board approved an extension of the maturity date of the secured loans to occur the earlier of (a) June 19, 2018 or (b) five days after the closing of a permanent mortgage loan secured by the Rotunda property. On December 7, 2017, the Board approved a further extension of the maturity dates of these loans to the date or dates upon which distributions of cash arewere made by Grande Rotunda LLC to its members as a result of a refinancing or sale of Grande Rotunda LLC or the Rotunda property.

In Fiscal 2022, approximately $5.3 million of the fourth quarter of Fiscal 2018, the Damascus 100 memberssecured loans receivable (including accrued interest) were repaid their secured notesto FREIT with no outstanding in full for a total payment of $1,870,000 which was composedbalance remaining of principal in the amount of $1,451,000 and accruedor interest in the amount of approximately $419,000. The aggregate outstanding principal balance ofrelated to the Rotunda 100 notes was $4,000,000 at both October 31, 2020 and 2019. The accrued but unpaid interest related to these notes as of October 31, 2020 and 2019 amounted to approximately $1,194,000 and $1,053,000, respectively, and is included in secured loans receivable on the accompanying consolidated balance sheets.notes.

In Fiscal 2017, Grande Rotunda LLC incurred substantial expenditures at the Rotunda propertyProperty related to retail tenant improvements, leasing costs and operating expenditures which, in the aggregate, exceeded revenues as the property was still in the rent up phase and the construction loan held with Wells Fargo at that time was at its maximum level, with no additional funding available to draw. Accordingly, during Fiscal 2017 the equity owners in

Grande Rotunda LLC (FREIT with a 60% ownership and Rotunda 100 with a 40% ownership) contributed their respective pro-rata share of any cash needs through loans to Grande Rotunda. On December 30, 2021, the Rotunda LLC. As of October 31, 2020Property, owned by Grande Rotunda, was sold and 2019,the net proceeds from the sale were distributed to the equity owners in Grande Rotunda. (See Note 2 for further details.) In Fiscal 2022, Grande Rotunda repaid approximately $31 million to the equity owners in Grande Rotunda resulting in a loan repayment to Rotunda 100 has fundedof approximately $3.3 million. All loans were repaid in full to each of the equity owners in Grande Rotunda, LLC with approximately $5.9 million and $5.7 million (including accrued interest), respectively, which is included in “Due to affiliate” on the accompanying consolidated balance sheets.Rotunda.

From time to time, FREIT engages Hekemian & Co., or certain affiliates of Hekemian & Co., to provide additional services, such as consulting services related to development, property sales and financing activities of FREIT. Separate fee arrangements are negotiated between Hekemian & Co. and FREIT with respect to such additional services. Such fees incurred during Fiscal 2020, 20192023, 2022 and 20182021 were $125,000, $275,000approximately $307,000, $6,388,000 and $1,195,000,$236,500, respectively. Fees incurred during Fiscal 20202023 related to commissions to Hekemian & Co. for the following: $129,000 for the additional proceeds received from the post-closing rent escrow for the sale of the Rotunda Property; $20,000 for the additional proceeds received from the post-closing rent escrow for the sale of the Westridge Square Property; $10,000 for the additional proceeds received from the post-closing rent escrow for the sale of the Damascus Property; $127,500 for refinancing of the loan on the Westwood Hills property; and $21,000 for the modification and extension of the loan on the Westwood Plaza property. Fees incurred during Fiscal 2022 related to commissions to Hekemian & Co. for the following: $4,777,000 for the sale of the Rotunda Property; $917,000 for the sale of the Damascus Property; $525,000


for the sale of the Westridge Square Property; $94,000 for the refinancing of the Westwood Hills, LLC loan.loan on the Preakness Shopping Center; and $75,000 for the refinancing of the loan on the Boulders property. Fees incurred during Fiscal 20192021 related to commissions to Hekemian & Co. for the following: $131,250$150,000 for the sale of the Patchogue property; $144,075 for the refinancing of the Berdan Court, LLC loan. Fees incurred during Fiscal 2018 related to commissions to Hekemian for the following: $522,500 for the purchase of the Station Place property; $400,000 for the refinancingextension of the Grande Rotunda LLC loan; $240,000$54,000 for the refinancingextension and modification of the Pierre Towers, LLCWestFREIT, Corp. loan; $32,500 for the renewal of FREIT’s line of credit.

In Fiscal 2007, FREIT’s Board of Trustees approved and FREIT executed a development fee agreement for the Rotunda redevelopment project for the development services to be provided by Hekemian Development Resources, LLC (“Resources”), a wholly-owned subsidiary of Hekemian. The development fee agreement, as amended, for the Rotunda provided for Resources to receive a fee equal to 6.375% of the development costs as defined in the development agreement, less the amount of $3 million previously paid to Hekemian for the Rotunda project. As part of this agreement, the Board approved the payment of a fee to Resources in the amount of $1.4 million in connection with the revisioncommissions related to the scopesale of the Rotunda redevelopment project. Grande Rotunda, LLC paid $500,000 of this fee to Resources in Fiscal 2013Property, the Damascus Property and the balanceWestridge Square Property were charged against the (loss) gain on sale of $900,000 became due upon the issuanceMaryland Properties (see Note 2) in the accompanying consolidated statements of a certificate of occupancyincome for the multi-family portion of this project. A final certificate of occupancy was issued in Fiscal 2016; however, Resources agreed to defer the payment of the $900,000 balance of this fee. Grande Rotunda, LLC paid the $900,000 portion of this fee to Resources in February 2018 with the proceeds fromyears ended October 31, 2023 and 2022. The commissions for the refinancing of loans were deferred mortgage costs included in the Wells Fargo construction loan withunamortized debt issuance costs in the new loan from Aareal Capital Corporation. Additionally, Grande Rotunda, LLC paid Resources the amountaccompanying consolidated balance sheets as of approximately $45,000 representing a mutually agreed upon amount of interest on the $900,000 portion of the fee for the period during which Hekemian Resources had agreed to defer payment thereof.October 31, 2023 and 2022.

Robert S. Hekemian, Jr., Chief Executive Officer, President and a Trustee of the Trust, is the President and Chief Operating Officer of Hekemian. David B. Hekemian, a Trustee of the Trust, is the Principal/Broker – Salesperson and Director of Commercial Brokerage of Hekemian. Robert S. Hekemian,FREIT, is the former Chairman and Chief Executive Officer of the Trust, served as a consultant to the Trust and Chairman of the Board and Chief Executive Officer of Hekemian prior to his death in December 2019.& Co. David B. Hekemian, a Director of FREIT, is the President of Hekemian & Co. Allan Tubin, Chief Financial Officer and Treasurer of the Trust,FREIT, is the Chief Financial Officer of Hekemian.

TrusteeHekemian & Co. Director fee expense and/or executive compensation (including interest, dividends and dividends)stock awards) incurred by FREIT for Fiscal 2020, 20192023, 2022 and 20182021 was approximately $21,000, $214,000$644,000, $831,000 and $365,000, respectively, for Robert S. Hekemian, $508,000 (including a $100,000 adjustment in Fiscal 2020 related to final approved Fiscal 2019 compensation), $381,000 and $235,000,$469,000, respectively, for Robert S. Hekemian, Jr., $26,000, $22,000$43,000, $40,000 and $0,$30,000, respectively, for Allan Tubin and $50,000, $56,000$76,000, $150,000 and $26,000,$57,000, respectively, for David Hekemian. (See Note 11 to FREIT’s consolidated financial statements). Such costs are included within operating expenses on the accompanying consolidated statements of income.

Effective upon

FREIT owns a 40% equity interest in Wayne PSC and H-TPKE, LLC (“H-TPKE”) owns a 60% equity interest in Wayne PSC. An aggregate of approximately 73% of the membership interests in H-TPKE is controlled by: Robert S. Hekemian, Jr., the Chief Executive Officer, President and a Director of FREIT and a shareholder and officer of Hekemian & Co.; David B. Hekemian, a Director of FREIT and a shareholder and officer of Hekemian & Co.; the late Robert S. Hekemian’s retirement asHekemian, the former Chairman and Chief Executive Officer and asconsultant to FREIT and a Trustee on April 5, 2018,former shareholder and former officer of Hekemian & Co.; members of the families of Robert S. Hekemian, Jr., David B. Hekemian and the late Robert S. Hekemian; and other employees of Hekemian & Co. On March 10, 2022, the equity owners in Wayne PSC, H-TPKE and FREIT, each entered into a Consulting Agreement with Mr. Hekemian, pursuantgrid promissory note for funding Wayne PSC up to which Mr. Hekemian provided consulting services to the Trust through December 2019. The Consulting Agreement obliged Mr. Hekemian to provide advice$600,000 and consultation with respect to matters pertaining to FREIT and its subsidiaries, affiliates, assets and business for no fewer than 30 hours per month during the term$400,000, respectively, based on each owner’s respective pro-rata share of Wayne PSC. During May 2022, Wayne PSC required funding by each of the agreement.owners totaling $500,000, with each owner contributing its respective pro-rata share of Wayne PSC. As such, H-TPKE funded $300,000 and FREIT paid Mr. Hekemian a consulting fee of $5,000 per month during the termfunded $200,000. Wayne PSC repaid these loans in full (including accrued interest) to each of the Consulting Agreement, which was payable inequity owners from the form of Shares on a quarterly basis (i.e. in quarterly installments of $15,000). The number of Shares to be issued for each quarterly installmentnet proceeds received from the refinancing of the consulting fee was determined by dividing the dollar amount of the consulting fee by the closing price of one Shareloan on the OTC Pink Open Market as of the close of trading on the last trading day of the calendar quarter with respect to which such consulting fee was payable. For Fiscal 2020, 2019 and 2018, consulting fee expense for Robert S. Hekemian was approximately $8,000, $60,000 and $34,200, respectively.Preakness Shopping Center in July 2022 (See Note 5).

Note 9 - Income taxes:

FREIT has elected to be treated as a REIT for federal income tax purposes and as such intends to distribute 100% of its ordinary taxable income to its shareholders as dividends for the fiscal year ending October 31, 2020.purposes. There iswas no ordinary taxable income for the fiscal year endingyears ended October 31, 20202023 and no dividends have been made/declared for

Fiscal 2020. Accordingly, no provision for federal or state income taxes related to such ordinary taxable income was recorded in FREIT’s consolidated financial statements.

2022. FREIT has distributed 100% of its ordinary taxable income and 100% of its capital gain from the sale of the Patchogue, New York propertyMaryland Properties to its shareholdersstockholders as dividends for the fiscal year ended October 31, 2019.2022. FREIT distributed 100%92.4% of its ordinary taxable income to its shareholdersstockholders as dividends for the fiscal year ended October 31, 2018.2021. Accordingly, no provision for federal or state income taxes related to such ordinary taxable income and such gaingains was recorded in FREIT’s consolidated financial statements for the fiscal years ended October 31, 20192023, 2022 and 2018.2021.

As of October 31, 2020,2023, FREIT had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended October 31, 20182020 remain open to examination by the major taxing jurisdictions.

Note 10 - Equity incentive plan:Incentive Plan:

On September 10, 1998, the Board approved FREIT's Equity Incentive Plan (the "Plan") which was ratified by FREIT's shareholdersstockholders on April 7, 1999, whereby up to 920,000 of FREIT's shares of beneficial interest (adjusted for stock splits) may be granted to key personnel in the form of stock options, restricted share awards and other share-based awards. In connection therewith, the Board approved an increase of 920,000 shares in FREIT's number of authorized shares of beneficial interest.shares. Key personnel eligible for these awards include trustees,directors, executive officers and other persons or entities including, without limitation, employees, consultants and employees of consultants, who are in a position to make significant contributions to the success of FREIT. Under the Plan, the exercise price of all options will be the fair market value of the shares on the date of grant. The consideration to be paid for restricted share and other share-based awards shall be determined by the Board, with the amount not to exceed the fair market value of the shares on the date of grant. The maximum term of any award granted may not exceed ten years. The Board will determine the actual terms of each award.

On April 4, 2007, FREIT shareholdersstockholders approved amendments to the Plan as follows: (a) reserving an additional 300,000 shares for issuance under the Plan; and (b) extending the term of the Plan until September 10, 2018. On April 5, 2018, FREIT shareholdersstockholders approved amendments to the Plan to (a) increase the number of shares reserved for issuance thereunder by an additional 300,000 shares and (b) further extendextended the term of the Plan from September 10, 2018 to September 10, 2028.


On March 9, 2023, in accordance with the Plan, the Compensation Committee of FREIT’s Board recommended to the Board and the Board approved that for services rendered and to be rendered in Fiscal 2023, in lieu of cash compensation in the amount of $20,000, each director was awarded shares of Common Stock, $0.01 par value, (the “Shares”) in FREIT. Based on the closing price of FREIT’s Shares on March 9, 2023 of $15.50 per Share, the Board approved an award of 1,290 Shares of FREIT to each director serving on FREIT’s Board. As such, 1,290 Shares were issued to each director on March 9, 2023 and upon issuance were deemed fully paid and non-assessable. Additionally, the Compensation Committee recommended to the Board and the Board approved other adjustments to the compensation to be paid to directors and the executive officers of FREIT.

As of October 31, 2020, 442,0602023, 433,030 shares are available for issuance under the Plan.

On September 4, 2014, the Board approved the grant of an aggregate of 246,000 non-qualified share options under There was no impact to the Plan to certain FREIT executive officers, the membersor options previously granted as a result of the BoardReincorporation of FREIT with and certain employees of Hekemian & Co., Inc., FREIT’s managing agent. The options have an exercise price of $18.45 per share, fully vested on September 3, 2019 and will expire 10 years from the date of grant, which will be September 3, 2024.into FREIT as discussed in Note 1.

On November 10, 2016, the Board approved the grant of an aggregate of 38,000 non-qualified share options under the Plan to two members of the Board who were appointed to the Board during Fiscal 2016. The options have an exercise price of $21.00 per share, will vest in equal annual installments over a 5-year period and will expire 10 years from the date of grant, which will be November 9, 2026.

On May 3, 2018, the Board approved the grant of an aggregate of 38,000 non-qualified share options under the Plan to two members of the Board who were appointed to the Board during Fiscal 2018. The options have an exercise price of $15.50 per share, will vest in equal annual installments over a 5-year period and will expire 10 years from the date of grant, which will be May 2, 2028.

On March 4, 2019, the Board approved the grant of an aggregate of 5,000 non-qualified share options under the Plan to the Chairman of the Board. The options have an exercise price of $15.00 per share, will vest in equal annual installments over a 5-year period and will expire 10 years from the date of grant, which will be March 3, 2029.

The following table summarizes stock option activity for Fiscal 2020, Fiscal 20192023, 2022 and Fiscal 2018:2021:

Year Ended October 31,

Year Ended October 31,

Year Ended October 31,

 Year Ended October 31, Year Ended October 31, Year Ended October 31, 

2020

2019

2018

 2023 2022 2021 

No. of

Options

Exercise

No. of

Options

Exercise

No. of

Options

Exercise

 No. of Options Weighted Average No. of Options Weighted Average No. of Options Weighted Average 

Outstanding

Price

Outstanding

Price

Outstanding

Price

 Outstanding Exercise Price Outstanding Exercise Price Outstanding Exercise Price 

Options outstanding at beginning of year

310,740

$

18.35

305,780

$

18.40

267,780

$

18.81

  126,140  $10.64   310,740  $18.35   310,740  $18.35 

Options granted during year

0—

0—

5,000

15.00

38,000

15.50

                  

Options forfeited/cancelled during year

0—

0—

(40

)

18.45

0—

0—

                  
Options exercised during year  (117,700)  (10.74)  (184,600)  (10.99)      

Options outstanding at end of year

310,740

$

18.35

310,740

$

18.35

305,780

$

18.40

  8,440  $9.21   126,140  $10.64   310,740  $18.35 

Options vested and expected to vest

308,310

308,310

299,140

  8,290       124,850       309,450     

Options exercisable at end of year

276,340

260,140

200,260

  7,440       116,540       292,540     

The estimated fair valuethe special, extraordinary, non-recurring cash distribution (“Extraordinary Distribution”), the Compensation Committee of the Board recommended and the Board approved that (i) the option exercise price of options granted during Fiscal 2019 was $2.43 per option. Such value was estimated onoutstanding under the grant date using a binomial lattice option pricing model usingPlan be adjusted, by reason of the following assumptions:

Expected volatility – 27.69%

Risk-free interest rate – 2.72%

Imputed option life – 6.3 years

Expected dividend yield – 3.82%

The estimated fair valueExtraordinary Distribution, in accordance with the terms of the Plan; and (ii) the exercise price of options granted during Fiscal 2018 was $2.09 per option. Such value was estimated onoutstanding under the grant date using a binomial lattice option pricing model usingPlan should be reduced by an amount equal to the following assumptions:

Expected volatility – 27.6%

Risk-free interest rate – 2.94%

Imputed option life – 6.6 years

Expected dividend yield – 4.7%

The expected volatility over the options’ expected life was based on the historical volatilityexcess, if any, of the weekly closing price of the Company’s stock over a five (5) year period. The risk-free interest rate was based on the annual yield on the grant date of a zero-coupon U.S. Treasury Bond, the maturity of which equals the option’s expected life. The imputed option life was based on the simplified expected term calculation permitted by the SEC, which defines the expected life as(x) the average of the contractual termclosing price of FREIT’s shares, as reported by Yahoo Finance, for each business day during the period of five (5) business days prior to the ex-dividend date relating to the Extraordinary Distribution (August 31, 2022), over (y) the average of the options andclosing price of FREIT’s shares, as reported by Yahoo Finance, for each business day during the weighted-average vesting period of five (5) business days following the ex-dividend date relating to the Extraordinary Distribution. (See Note 2 for all option tranches. The expected dividend yield was basedadditional details on the Company’s historical dividend yield, exclusivesale of capital gain dividends. The fair value is based on observable inputs (level 2the Maryland Properties.) On September 9, 2022, the Board approved a reduction of $7.50 per share in exercise price for the 310,740 options then outstanding under the Plan. As a result of this modification of the exercise price for stock options outstanding under the Plan, the Company revalued its stock options in accordance with ASC 718 and recorded an incremental stock compensation expense of approximately $1,174,000 in the fair value hierarchy as provided by authoritative guidance).fourth quarter of Fiscal 2022.

For Fiscal 2020, 20192023, 2022 and 2018,2021, compensation expense related to stock options grantedvested amounted to approximately $46,000, $124,000$11,000, $1,192,000 and $130,000,$42,000, respectively. At October 31, 2020,2023, there was approximately $71,000$1,000 of unrecognized compensation cost relating to outstanding non-vested stock options to be recognized over the remaining weighted average vesting period of approximately 2.30.3 years.

There was no The aggregate intrinsic value of options vested and expected to vest and options exercisable at October 31, 2020 as the exercise price2023 was approximately $54,000 and $47,000, respectively. In Fiscal 2023 and 2022, 117,700 and 184,600, respectively, options were exercised for an aggregate amount of the options was greater than the market price.approximately $1.3 million and $2 million, respectively.

Note 11 - Deferred fee plan:

During Fiscal 2001, the Board adopted a deferred fee plan for its officers and trustees,directors, which was amended and restated in Fiscal 2009 to make the deferred fee plan compliant with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder (the "Deferred Fee Plan"). Pursuant to the Deferred Fee Plan, any officer or trustee maydirector might elect to defer receipt of any fees that would be due to them. These fees includeincluded annual retainer and meeting attendance fees as determined by the full Board of Trustees.Board. Prior to the amendments to the Deferred Fee Plan that went into effect November 1, 2014 (described in the following paragraph), amounts deferred under the Deferred Fee Plan accrued interest at a rate of 9% per annum, compounded quarterly. Any such deferred fee iswas to be paid to the Participantsparticipants at the later of: (i) the retirement age specified in the deferral election; (ii) actual retirement; or (iii) upon cessation of a Participant'sparticipant's duties as an officer or trustee.director.

On September 4, 2014, the Board approved amendments, effective November 1, 2014, to the FREIT Deferred Fee Plan for its Executive Officersexecutive officers and Trustees,directors, one of which providesprovided for the issuance of share units payable in FREIT shares in respect of (i) deferred amounts of all Trusteedirector fees on a prospective basis; (ii) interest on Trusteedirector fees deferred prior to November 1, 2014 (payable at a floating rate, adjusted quarterly, based on the average 10-year Treasury Bond interest rate plus 150 basis points); and (iii) dividends payable in respect of share units allocated to participants in the Deferred Fee Plan as a result of deferrals described above. The number of share units credited to a participant’s account will be was


determined by the closing price of FREIT shares on the date as set forth in the Deferred Fee Plan. The Deferred Fee Plan, as amended, provided that cumulative fees together with accrued interest deferred as of November 1, 2014 would be paid in a lump sum or in annual installments over a period not to exceed 10 years, at the election of the participant.

All

On November 4, 2021 (the “Adoption Date”), the Board approved the termination of the Deferred Fee Plan resulting in the termination of the deferral of fees payableon December 31, 2021 with any subsequent fees earned by a participant being paid in cash. Consistent with the termination of the Deferred Fee Plan, payment related to Trustees foreach participant’s cash account (in the year ended October 31, 2020form of a cash lump sum payment) and 2019 wereshare unit account (in the form of the issuance of common stock) (collectively “the Deferred Fee Plan Termination Payment”), must be made to each participant no earlier than twelve (12) months and one day after, and no later than twenty-four (24) months, after the Adoption Date. Any interest earned on the participant’s cash account along with dividends (if any) earned on share units, continued to accrue in share units on each participant’s account until final payment was made. On November 3, 2022, the Board determined that the Deferred Fee Plan Termination Payment shall be made to the participants in the Deferred Fee Plan on January 20, 2023. The Deferred Fee Plan Termination Payment includes the amount deferred and earned under the Deferred Fee Plan except for fees payable to one Trustee, who elected to receive such feesduring fiscal 2023 as described in cash. All fees payable to Trustees for the year endedtwo following paragraphs.

As of October 31, 2018 were2022, the total payments related to the cash accounts of all participants was approximately $2,317,000 (consisting of approximately $1,366,000 of cumulative fees and approximately $951,000 of accrued interest) which had been deferred underas of November 1, 2014 and was included in the “Deferred director compensation payable” in the consolidated balance sheet as of October 31, 2022. On January 20, 2023, in accordance with the Deferred Fee Plan except forTermination Payment, this amount was paid in full to each respective participant with no remaining balance due. Additionally, payment related to each participant’s share unit account was made in the fees payable to three Trustees, who elected to receive such fees in cash. As a resultform of the amendmentissuance of stock to each respective participant resulting in the Deferred Fee Plan described above,issuance of 274,509 shares of common stock for each of the 274,509 vested share units. There were no remaining vested share units to be paid in the form of the issuance of stock.

For the years ended October 31, 20202023 and 2019,2022, the aggregate amounts of deferred Trusteedirector fees together with related interest and dividends were approximately $526,000$26,500 and $986,000,$1,861,000, respectively, which have been paid through the issuance of 29,1341,630 and 60,148,100,655, vested FREIT share units, respectively, based on the closing price of FREIT shares on the dates as set forth in the Deferred Fee Plan.

For the years ended October 31, 20202023, 2022 and 2019,2021, FREIT has charged as expense approximately $526,000$26,500, $120,000 and $879,800,$446,000, respectively, representing deferred Trusteedirector fees and interest, and the balance of approximately $0, $1,741,000 and

$106,200, $42,000, respectively, representing dividends payable in respect of share units allocated to Plan participants, has been charged to equity.

The Deferred Fee Plan, as amended, provides that cumulative fees together with accrued interest deferred as of November 1, 2014 will be paid in a lump sum or in annual installments over a period not to exceed 10 years, at the election of the Participant. In connection with the termination of Robert S. Hekemian’s service to the Trust under the Consulting Agreement between Mr. Hekemian and the Trust in December 2019, Mr. Hekemian’s accrued plan benefits under the Deferred Fee Plan became payable to him and were paid in a single lump sum in the amount of approximately $4.8 million. As of October 31, 2020 and 2019, approximately $1,542,000 and $4,422,000, respectively, of fees has been deferred together with accrued interest of approximately $1,091,000 and $3,188,000, respectively.

Note 12 - Dividends and earnings per share:

FREIT did not declare any dividends to shareholders of record during Fiscal 2020.

FREIT declared dividends of approximately $4,173,000$3,520,000 ($0.600.45 per share), $65,163,000 ($9.20 per share) and $1,035,000$1,755,000 ($0.150.25 per share), respectively, to shareholdersstockholders of record during Fiscal 20192023, 2022 and 2018, respectively.2021.

Basic earnings per share is calculated by dividing net income attributable to common equity (numerator) by the weighted average number of shares and vested share units (See Note 11 to FREIT’s consolidated financial statements)11) 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, were issued during the period using the Treasury Stock method. Under the Treasury Stock method, the assumption is that the proceeds received upon exercise of the options, including the unrecognized stock option compensation expense attributable to future services, are used to repurchase FREIT’s stock at the average market price during the period, thereby reducingincreasing the number of shares to be added in computing diluted earnings per share.

For Fiscal 2020,2023, the outstanding stock options increased the average dilutive shares outstanding by approximately 1,5006,000 shares with no impact on earnings per share. For Fiscal 2019 and 2018,2022, the outstanding stock options were anti-dilutiveincreased the average dilutive shares outstanding by approximately 77,000 shares with 00noan impact of approximately $0.07 on dilutedearnings per share. For Fiscal 2021, the outstanding stock options increased the average dilutive shares outstanding by approximately 3,000 shares with no impact on earnings per share. There were approximately 268,000, 306,000 and 306,000, respectively, ofno anti-dilutive shares for the years ended October 31, 2020, 20192023 and 2018.2022. There were approximately 268,000 anti-dilutive shares for the year ended October 31, 2021. Anti-dilutive shares consist of out-of-the money stock options under the Equity Incentive Plan.Plan (see Note 10).

Note 13 - Segment information:

ASC 280-10, "Disclosures about Segments of an Enterprise and Related Information", establishes standards for reporting financial information about operating segments in interim and annual financial reports and provides for a "management approach" in identifying the reportable segments.

FREIT has determined that it has 2two 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 is comprised of eight (8)five (5) properties, excluding the landRotunda Property, the Westridge Square Property and building formerly occupied as a Pathmark supermarketthe Damascus Property sold in Patchogue, New York, which was sold on February 8, 2019Fiscal 2022 (see Note 2), during the fiscal years ended October 31, 20202023 and 2019.2022. The commercial segment wasis comprised of nine (9)eight (8) properties during the fiscal year ended October 31, 2018.2021. The residential segment is comprised of six (6) properties, excluding the Icon at the Rotunda Property sold in Fiscal 2022 (see Note 2), during the fiscal years ended October 31, 2023 and 2022. The residential segment is comprised of seven (7) properties excluding the Pierre Towers property which was converted into a tenancy-in-common and deconsolidated from FREIT’s operating results as of February 28, 2020 (see Note 17 to FREIT’s consolidated financial statements for further details), during the fiscal year ended October 31, 2020. The residential segment was comprised of eight (8) properties during the fiscal years ended October 31, 2019 and 2018.2021.

The accounting policies of the segments are the same as those described in Note 1. The chief operating and decision-making group responsible for oversight and strategic decisions of FREIT's commercial segment, residential segment and corporate/other is comprised of FREIT’s Board of Trustees.Board.

FREIT, through its chief operating and decision making group, 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), depreciation, financing costs and other items. NOI is not a measure of operating results or cash flows from operating activities as measured by accounting principles generally accepted in the United States of America,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.

Real estate rental revenue, operating expenses, NOI and recurring capital improvements for the reportable segments are summarized below and reconciled to consolidated net income attributable to common equity for each of the years

in the three-year period ended October 31, 2020.2023. Asset information is not reported since FREIT does not use this measure to assess performance.

  Years Ended October 31, 
  2023  2022  2021 
  (In Thousands of Dollars) 
Real estate rental revenue:            
Commercial $8,789  $10,626  $23,547 
Residential  19,655   20,627   26,974 
Total real estate rental revenue  28,444   31,253   50,521 
             
Real estate operating expenses:            
Commercial  5,080   6,427   11,223 
Residential  8,674   8,854   11,071 
Total real estate operating expenses  13,754   15,281   22,294 
             
Net operating income:            
Commercial  3,709   4,199   12,324 
Residential  10,981   11,773   15,903 
Total net operating income $14,690  $15,972  $28,227 
             
             
Recurring capital improvements - residential $(532) $(1,034) $(625)
             
             
Reconciliation to consolidated net income attributable to common equity:            
Segment NOI $14,690  $15,972  $28,227 
Deferred rents - straight lining  (100)  18   (230)
Investment income  1,013   358   116 
Net (loss) gain on sale of Maryland properties  (1,003)  68,771    
Net realized gain on Wayne PSC interest rate swap termination     1,415    
Loss on investment in tenancy-in-common  (271)  (228)  (295)
General and administrative expenses  (4,243)  (5,003)  (5,195)
Depreciation  (2,944)  (3,995)  (9,300)
Financing costs  (7,717)  (8,064)  (12,276)
Net (loss) income  (575)  69,244   1,047 
Net loss (income) attributable to  noncontrolling interests in subsidiaries  1,335   (23,252)  (120)
Net income attributable to common equity $760  $45,992  $927 

Years Ended October 31,

2020

2019

2018

(In Thousands of Dollars)

Real estate rental revenue:

Commercial

$

24,486

$

26,692

$

25,464

Residential

28,638

33,175

31,928

Total real estate rental revenue

53,124

59,867

57,392

 

Real estate operating expenses:

Commercial

11,334

11,694

11,861

Residential

11,588

14,368

13,022

Total real estate operating expenses

22,922

26,062

24,883

 

Net operating income:

Commercial

13,152

14,998

13,603

Residential

17,050

18,807

18,906

Total net operating income

$

30,202

$

33,805

$

32,509

 

 

Recurring capital improvements - residential

$

(347

)

$

(685

)

$

(738

)

 

 

Reconciliation to consolidated net income attributable to common equity:  

Segment NOI

$

30,202

$

33,805

$

32,509

Deferred rents - straight lining

(397

)

410

605

Investment income

204

360

267

Unrealized (loss) gain on interest rate cap contract

0—

(160

)

72

Special Committee third party advisory, legal and other expenses

(4,606

)

(1,416

)

0—

Gain on sale of property

0—

836

0—

Gain on deconsolidation of subsidiary

27,680

0—

0—

Loss on investment in tenancy-in-common

(202

)

0—

0—

General and administrative expenses

(3,821

)

(2,633

)

(2,305

)

Depreciation

(10,341

)

(11,339

)

(11,515

)

Tenant improvement write-off due to COVID-19

(7,277

)

0—

0—

Financing costs

(14,122

)

(18,070

)

(18,667

)

Net income

17,320

1,793

966

Net loss (income) attributable to noncontrolling interests in subsidiaries  

3,233

(6

)

517

Net income attributable to common equity

$

20,553

$

1,787

$

1,483

Note 14 - Termination of Purchase and Sale Agreement:

On January 14, 2020, FREIT and certain of its affiliates (collectively, the “Sellers” or “Defendant”), entered into a Purchase and Sale Agreement (as subsequently amended, the “Purchase and Sale Agreement”) with Sinatra Properties LLC (the “Purchaser”, “Sinatra” or “Plaintiff”), which as subsequently amended, provided for the sale by the Sellers to the Purchaser of 100% of the Sellers’ ownership interests in six real properties held by the Sellers in exchange for the purchase price described


therein, subject to the terms and conditions of the Purchase and Sale Agreement. On April 30, 2020, the Sellers delivered written notice to the Purchaser of the Sellers’ termination of the Purchase and Sale Agreement in accordance with its terms due to the occurrence of a “Purchaser Default” thereunder, based on the Purchaser’s failure to perform its obligations under the Purchase and Sale Agreement and close the transactions contemplated therein.

Upon the execution of the Purchase and Sale Agreement, the Purchaser delivered into escrow a deposit in the amount of $15 million (the “Deposit”), in the form of an unconditional, irrevocable letter of credit in such amount (the “Letter of Credit”). The Purchase and Sale Agreement provides that the Sellers’ exclusive remedy, in the event of a “Purchaser Default” and the termination of the Purchase and Sale Agreement, is the forfeiture of the Deposit to the Sellers as liquidated damages. Accordingly, contemporaneously with the Sellers’ delivery of the termination notice to the Purchaser, the Sellers delivered written notice to the escrow agent requesting that the escrow agent release the Letter of Credit from escrow and deliver same to the Sellers.

On May 6, 2020, the Purchaser filed a complaint (the “Complaint”) against the Sellers in the Superior Court of New Jersey, Monmouth County (“Court”), in which, among other things, the Purchaser alleges breach of contract and breach of the covenant of good faith and fair dealing against the Sellers in connection with the Sellers’ termination of the Purchase and Sale Agreement. The Purchaser seekssought (a) a judgment of specific performance compelling the Sellers to convey the properties under the Purchase and Sale Agreement to the Purchaser; (b) declaratory judgment from the court that (i) the Purchase and Sale Agreement is not terminated, (ii) the Purchaser is not in default under the Purchase and Sale

Agreement, and (iii) the Sellers are in default under the Purchase and Sale Agreement, subject to a right to cure; (c) an order for injunctive relief compelling the Sellers to perform the Purchase and Sale Agreement; (d) in the event that the court does not order specific performance, a judgment directing that the Purchaser’s $15 million deposit under the Purchase and Sale Agreement be returned to the Purchaser, and compensatory, consequential and incidental damages in an amount to be determined at trial; and (e) attorneys’ fees and costs.

The Purchaser hasalso filed lis pendens with respect to each of the six properties that were subject to the Purchase and Sale Agreement. The lis pendens provides notice to the public of the Complaint. Pending the resolution of this litigation, the filing of the lis pendens will adversely affect the future sale or financing of those properties.

On June 17, 2020, the Sellers filed their answer, separate defenses, and counterclaims (the “Answer”) in response to the Complaint, in which, among other things, the Sellers (a) deny the Purchaser’s claim that the Sellers’ termination of the Purchase and Sale Agreement was wrongful, and assert that there was no contractual basis in the Purchase and Sale Agreement to relieve the Purchaser from its obligation to perform thereunder, or to defer or postpone the Purchaser’s obligation to perform, (b) assert certain defenses to the allegations set forth in the Complaint without admitting any liability, and (c) request relief from the Court in the form of (i) judgment in the Sellers’ favor dismissing all of the Purchaser’s claims against them with prejudice and denying all of the Purchaser’s requests for relief, (ii) reasonable attorneys’ fees and costs, and (iii) such other and further relief as the Court deems just.

In addition, the Answer asserts counterclaims by the Sellers against the PurchaserSinatra for breach of contract due to the Purchaser’sSinatra’s failure to close the Purchase and Sale Agreement in accordance with its terms, and the Sellers seek a declaratory judgment from the Court that the Sellers properly terminated the Purchase and Sale Agreement in accordance with its terms due to the Purchaser’sSinatra’s default and an order from the Court that the PurchaserSinatra authorize the escrow agent to release the $15 million deposit under the Purchase and Sale Agreement to the Sellers. On April 28, 2021, the Sellers amended the Answer to include (1) counterclaims against Sinatra for breach of contract due to Sinatra’s breach of confidentiality and non-disclosure obligations contained in the Purchase and Sale Agreement, and (2) third-party claims against Sinatra’s affiliate Kushner Realty Acquisition LLC for breach of its confidentiality and non-disclosure obligations contained in the non-disclosure agreement entered into by the parties in connection with the negotiation of the transactions contemplated by the Purchase and Sale Agreement, based on the conduct of Sinatra and its affiliates after the Sellers terminated the Purchase and Sale Agreement.

In connection with these counterclaims and third-party claims, the Answer seekssought the following relief from the Court: (a) liquidated damages in the amount of $15 million, as provided in the Purchase and Sale Agreement; (b) in the alternative to the liquidated damages provided for in the Purchase and Sale Agreement, money damages in an amount to be determined at trial; (c) interest, attorneys’ fees and costs associated with the defense of the Purchaser’s claims and the prosecution of the Sellers’ counterclaims against the Purchaser, as provided for in the Purchase and Sale Agreement; (d) judgment declaring that the Sellers properly terminated the Purchase and Sale Agreement due to the Purchaser’s default thereunder; (e) judgment declaring that the Purchaser must authorize the escrow agent to release the $15 million deposit to the Sellers; (f) an order enjoining the Purchaser and (f)its affiliates from engaging in further breaches of the Purchase and Sale Agreement and non-disclosure agreement, and compelling the Purchaser and its affiliates to return the Sellers’ confidential information and materials and to use best efforts to ensure the return of the Sellers’ confidential information and materials from third parties to whom the Purchaser and/or its affiliates provided such materials; and (g) such other relief as the Court deems just and equitable.


In the Answer filed by the Purchaser on September 15, 2020 and the Answer and Affirmative Defenses filed by the Purchaser and Kushner Realty Acquisition LLC on June 7, 2021, the Purchaser and Kushner Realty Acquisition LLC have generally denied the claims, counterclaims and allegations contained in the Sellers’ original and amended Answer, and asserted affirmative defenses to the Sellers’ claims and counterclaims.

Each of the Sellers and the Purchaser filed motions for summary judgment (“Summary Judgment Motions”) with the Court seeking, among other things, the dismissal of the other parties’ claims.

On February 4, 2022, the Court entered an Order (the “February 4 Order”) with respect to the Summary Judgment Motions which provides as follows:

(1)The Court finds that the Plaintiff’s have breached the subject contract and the Court dismisses all claims for relief filed by the Plaintiffs in this suit. The Court dismissed the Complaint and dismisses the Lis Pendens.

(2)The Court finds that the liquidated damage provision of the contract is not enforceable and the Court Orders that the $15 million held in escrow be returned to the Plaintiff.

(3)The Court dismisses the Counterclaims and Third Party Complaint. All pleadings are dismissed.

On May 31, 2022, Sinatra filed a Motion for Reconsideration with the Court, requesting that the Court reconsider its February 4, 2022 Order and, among other things, (a) grant Sinatra’s motion for summary judgment, and (b) reverse the Court’s findings that (1) Sinatra breached the Purchase and Sale Agreement, (2) the Sellers did not breach the Purchase and Sale Agreement and (3) the Court’s dismissal of the Complaint and Lis Pendens. On July 8, 2022, the Court denied Sinatra’s Motion for Reconsideration.

Following the February 4 Order, the Sellers and the Purchaser each filed a motion for an award of attorney’s fees and costs pursuant to the applicable provisions of the Purchase and Sale Agreement. On December 8, 2022 the Court entered an Order awarding Sellers $3,420,422.88 in attorneys’ fees and denying the Plaintiff’s request for attorneys’ fees (the “December 8 Order”). Upon entering the December 8 Order, the Court had adjudicated all unresolved issues in the action.

On December 8, 2022, the Sellers filed a Notice of Appeal, appealing from that portion of the February 4 Order which declined to enforce the liquidated damages provision in the Purchase and Sale Agreement. As a result of such appeal by the Sellers, the liquidated damage amount of $15 million remains in escrow and has not been returned to Sinatra.

On December 22, 2022, the Purchaser filed a Notice of Cross Appeal appealing from all determinations by the Court adverse to the Purchaser, including (i) that portion of the February 4 Order holding that the Purchaser breached the contract; (ii) the denial of the Purchaser’s motion for reconsideration of the February 4 Order; and (iii) the December 8 Order awarding the Sellers $3,420,422.88 in attorneys’ fees and denying the Purchaser’s request for attorneys’ fees.

The Sellers continue to believe that the allegations set forth in the Complaint filed by Sinatra and in the Answer to Counterclaims and Third-Party Complaint and Affirmative Defenses filed by Sinatra and Kushner Realty Acquisition LLC, are without meritmerit.

On July 19, 2023, the Sellers filed a complaint (the “Complaint”) in the Superior Court of New Jersey, Monmouth County, Chancery Division (the “Court”), against Kushner Companies LLC (“Kushner”) seeking to collect on a $3.42 million judgment entered by the Court in favor of the Sellers against Sinatra, a wholly owned subsidiary of defendant, Kushner. The Complaint alleges that Kushner used Sinatra as a shell to evade its debts and intendobligations, and asks the Court to vigorously defendpierce the actioncorporate veil and enforce the Sellers’ rightshold Kushner liable for Sinatra’s debts and remediesobligations under the Purchase Agreement, including the attorneys’ fees awarded to the Sellers, all costs incurred by the Sellers to enforce the Judgment and Sale Agreementany additional fees awarded to the Sellers in connection with the “Purchaser Default” thereunder, includingpending appeal. On September 22, 2023, Kushner filed a motion with the Purchaser’s forfeitureCourt seeking to dismiss the Complaint in lieu of an Answer to the Complaint. The Sellers will vigorously oppose Kushner’s motion to dismiss.

As previously disclosed, FREIT has incurred substantial costs in legal fees and related costs through October 31, 2023 in connection with the Sinatra litigation. FREIT expects to continue to incur additional costs until such time as (i) the appeal is resolved with respect to the Court’s decision to deny FREIT’s liquidated damages claim, and (ii) FREIT also resolves the additional claims to collect on its $3.42 million Judgment and obtain reimbursement of its $15 million depositongoing legal costs and expenses. Although it is not possible to forecast the Sellers as liquidated damages as provided infinal outcome of this litigation, to date FREIT has successfully avoided Sinatra’s claim for specific performance under the Purchase Agreement and Sale Agreement. was awarded a favorable $3.42 million Judgement to be reimbursed for certain of its legal fees and expenses.


As of the year ended October 31, 2020,2023, the $15 million deposit hasand the $3.42 million award for recovery of attorney’s fees and expenses have not been included in income in the accompanying consolidated statementstatements of income.

During the years ended October 31, 2020 and 2019, the Special Committee of the Board incurred on behalf of the Company approximately $4,606,000 and $1,416,000, respectively, of third party advisory, legal and other expenses related to its activities. Legal costs attributed to the legal proceedingsproceeding between FREIT and certain of its affiliates and Sinatra Properties, LLC have been incurred in the amount of approximately $957,000$966,000, $1,170,000 and $2,282,000 for the yearyears ended October 31, 2020.2023, 2022 and 2021, respectively, and are included in operating expenses on the consolidated statements of income.

Note 15 - Termination of Plan of Liquidation:

On January 14, 2020, the Trust’s Board of Trustees adopted a Plan of Voluntary Liquidation with respect to the Trust (the “Plan of Liquidation”), which provided for the voluntary dissolution, termination and liquidation of the Trust by the sale, conveyance, transfer or delivery of all of the Trust’s remaining assets in accordance with the terms and conditions of the Plan of Liquidation and the Internal Revenue Code of 1986, as amended, and the Treasury regulations thereunder. The Plan of Liquidation provided that it would become effective upon (i) approval by a majority of the votes cast by Trust’s shareholders present in person or represented by proxy at a duly called meeting of the Trust’s shareholders at which a quorum is present and (ii) the consummation of the transactions contemplated by the Purchase and Sale Agreement.

While the Plan of Liquidation received shareholder approval, the Plan of Liquidation did not become effective as the Sellers terminated the Purchase and Sale Agreement by written notice delivered to the Purchaser on April 30, 2020, and the transactions contemplated thereby were not consummated. Accordingly, the Trust did not proceed with the sale, conveyance, transfer or delivery of all of the Trust’s remaining assets as contemplated by the Plan of Liquidation that was adopted by the Board on January 14, 2020.

Note 16 – COVID-19 Pandemic:pandemic:

The international spread of COVID-19 was declared a global pandemic by the World Health Organization on March 11, 2020. The extent to which this pandemic could continue to affect our financial condition, liquidity,Beginning in March 2020 and resultsthroughout most of

operations is difficult to predict and depends on evolving factors, including: duration, scope, government actions, and other social responses. Many 2020, many states in the U.S., including New Jersey, New York and Maryland, where our properties arewere located, implemented stay-at-home and shutdownshut down orders for all "non-essential" business and activity in an aggressive effort to mitigate the spread of COVID-19. While some of these orders had been fully or partially liftedIn Fiscal 2023, our retail properties stabilized from earlier this year, the U.S. is experiencing a second wave of this pandemic. Many of our commercial tenants have not been able to open or resume operations at full capacity due to continued restrictions imposed upon them. As the impact of the pandemic has been evolving, it continues to cause uncertainty and volatility in the financial markets. The COVID-19 pandemic and the actions taken by individuals, businesses and government authorities to reduce its spread have caused substantial lost business revenue, changes in consumer behavior and large reductions in liquidity and fair value of many assets. These and other adverse conditions that may unfold in the future are expected to continue until such time as shutdown orders are fully lifted, and all business operations and commercial activity can fully resume. The lifting of all government shutdown orders cannot be predicted with any certainty. Further, even after such orders are fully lifted, the resumption of business operations and commercial activity will depend on several factors, including prevailing sentiments among workers and consumers regarding the safety of resuming public activity, and cannot be predicted with any certainty.

Despite the COVID-19 pandemic and preventive measures taken to mitigate the spread, our residential properties continue to generate cash flow. At our commercial properties, with the exception of grocery stores and other "essential" businesses, many of our retail tenants have been and continue to be adversely affected by the mandated shutdowns or continued imposed restrictions. The overall average cash realization for the commercial properties, based on monthly billings as compared to monthly cash collections from April through October 2020, was approximately 74%. The Company is closely monitoring changes in the collectability assessment of its tenant receivables as a result of certain tenants suffering adverse financial consequences related to the COVID-19 pandemic. DuringFor the fiscal yearyears ended October 31, 2020,2022 and 2021, rental revenue deemed uncollectible of approximately $1.4$0.6 million and $1.3 million (with a consolidated impact to FREIT of approximately $0.9$0.3 million and $0.8 million), respectively, was classified as a reduction in rental revenue based on our assessment of the probability of collecting substantially all of the remaining rents for certain tenants. Additionally,During the period beginning March 2020 through October 31, 2021, FREIT incurredapplied, net of amounts subsequently paid back by tenants, an increase in expense for the reserve of uncollectible rentsaggregate of approximately $0.3 million (with a consolidated impact to FREIT of approximately $0.2 million) for the year ended October 31, 2020. As of October 31, 2020, FREIT has applied approximately $387,000$397,000 of security deposits from its commercial tenants to outstanding receivables due. On a case by case basis, FREIT has offered some commercial tenants deferrals of rent and rent abatements over a specified time period totaling approximately $206,000$0 and $238,000, respectively,$132,000 (with a consolidated impact to FREIT of approximately $192,000$0 and $156,000, respectively) through fiscal year ended October 31, 2020. FREIT currently remains in active discussions$81,000) and negotiations with these impacted retail tenants. Additionally, Cobb Theatre, an anchor tenant movie theatre at the Rotunda retail property filed for bankruptcyrent abatements totaling approximately $9,000 and rejected its lease at the Rotunda property as of June 30, 2020. As a result of the rejection of this lease, uncollected rents in the amount of approximately $0.3 million and a straight-line rent receivable of approximately $0.4 million were reversed against revenue, and unamortized leasing commissions in the amount of approximately $0.2 million were written off and fully expensed in Fiscal 2020 resulting in a net impact of approximately $0.9 million$239,000 (with a consolidated impact to FREIT of approximately $0.5 million) to net income$9,000 and $158,000) for the yearfiscal years ended October 31, 2020. Tenant improvements related to the Cobb Theatre with a net book value of approximately $7.3 million (with a consolidated impact to FREIT of approximately $4.4 million) as of October 31, 2020 were deemed to be impaired, written off2022 and charged to operations in the consolidated statement of income for the fiscal year ended October 31, 2020. Until this space is re-leased, FREIT’s operating results will be adversely impacted from loss of base rent and additional rent of approximately $1.1 million (with a consolidated impact to FREIT of approximately $0.7 million) on an annualized basis.2021, respectively.

As a result of the negative impact of the COVID-19 pandemic at our commercial properties, in Fiscal 2020 we were granted debt payment relief from certain of our lenders on the retailsuch properties in the form of deferral of principal and/or interest payments for a three-month period, resulting in total deferred payments of approximately $1,013,000, which will become due at the maturity of the loans. As of October 31, 2020,2023 and 2022, approximately $162,000$623,000 and $623,000, respectively, of this amount has been repaid. Thererepaid, there will be no further deferrals of principal and/or interest payments on these loans and the balance due has been included in mortgages payable on the consolidated balance sheetsheets as of October 31, 2020.2023 and 2022. (See Note 5 for additional details.)5)

Note 16 – Stockholder Rights Plan:

During Fiscal 2020, we have experienced

On July 28, 2023, FREIT’s Board adopted a positive cash flow from operations, excluding corporate expenses suchstockholder rights plan, as Special Committee third party advisory, legal and other expenses paid of approximately $5.1 million and deferred compensationset forth in the amountStockholder Rights Agreement, dated July 31, 2023, between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”). Pursuant to the terms of $5 million paidthe Rights Agreement, the Board declared a dividend distribution of one Preferred Stock Purchase Right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) to two retired trustees. This could change basedstockholders of record as of the close of business on August 11, 2023 (the “Record Date”). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as hereinafter defined). Each Right entitles the registered holder thereof to purchase from the Company a unit consisting of one ten-thousandth of a share (a “Unit”) of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a cash exercise price of $95.00 per Unit (the “Exercise Price”), subject to adjustment, under certain conditions specified in the Rights Agreement.

Initially, the Rights are not exercisable and are attached to and trade with all shares of Common Stock outstanding as of, and issued subsequent to, the Record Date. The Rights will separate from the Common Stock and will become exercisable upon the earlier of (i) the close of business on the durationtenth calendar day following the first public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10% or more of the pandemic, which is uncertain. We believe that our cash balanceoutstanding shares of Common Stock, other than as a result of October 31, 2020repurchases of approximately $36.9 million coupled withstock by the Company or certain inadvertent actions by a $13 million available linestockholder (the date of credit (available through October 31, 2023, see Note 5) will provide us with sufficient liquidity for at leastsaid announcement being referred to as the next twelve months from“Stock Acquisition Date”), or (ii) the filingclose of this Form 10-K. In an effort to further preserve cash flow,business on the tenth business day (or such later day as the Board of Trustees reduced all fees, salaries and retainers payable to our executive officers and membersDirectors may determine) following the commencement of the Board of Trustees by up to 30% from May 1, 2020 through the end of Fiscal 2020. Additionally, in an effort to keep costs lower while the Company has experienced a loss of revenues at the

commercial properties and to adjust to the difficulty in hiring contractors due to these imposed COVID-19 restrictions and mandates, the Company has deferred non-essential maintenance projects across all properties during Fiscal 2020. This has resultedtender offer or exchange offer that could result upon its consummation in a cost savingsperson or group becoming an Acquiring Person (the earlier of approximately $1.1 million (with a consolidated impactsuch dates being herein referred to FREIT of approximately $0.8 million) acrossas the entire FREIT portfolio as compared to Fiscal 2019.“Distribution Date”).

The extent of the effects of COVID-19 on our business, results of operations, cash flows, value of our real estate assets and growth prospects is highly uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty.

Note 17 – Investment in tenancy-in-common (“TIC”):Kmart Lease:

On February 28, 2020, FREIT reorganized S&A from a partnership into a TIC. Prior to this reorganization, FREIT owned a 65% membership interest in S&A, which owned 100%June 24, 2023, the owner/operator of the Pierre Towers property84,254 square foot Kmart store located at our Westwood Plaza shopping center in Hackensack,Westwood, New Jersey throughinformed FREIT of its 100% interest in Pierre Towers, LLC. Accordingly, FREIT consolidated the financial statements of S&A andintent to sublet its subsidiaryspace to include 100%three unidentified retail tenants. The current term of the subsidiary’s assets, liabilities, operationslease for Kmart expires on October 31, 2027 with two 5-year renewal options remaining. The


lease agreement provides that base rent payments are fixed at $4.00 per square foot ($336,720 annually) and cash flows with the interest not owned by FREIT reflected as “noncontrolling interests in subsidiary”additional rent for common area maintenance and all significant intercompany accounts and transactions were eliminated in consolidation.

Pursuant to the TIC agreement, FREIT ultimately acquired a 65% undivided interest in the Pierre Towers property which was formerly owned by S&A. Basedinsurance costs are based on the guidance of ASC 810, “Consolidation”, FREIT’s investment in the TIC is accounted for under the equity method of accounting. While FREIT’s effective ownership percentage interest in the Pierre Towers property remains unchanged after the reorganization to a TIC, FREIT no longer has a controlling interest as the TIC is now under joint control. Since FREIT retained a noncontrolling financial interest in the TIC, and the deconsolidation (as of February 28, 2020)an amount less than Kmart’s pro rata share of the subsidiary is notshopping center. While significant tenant and/or capital improvements will be necessary to fit-up this space for a new tenant or tenants, FREIT believes potentially higher rent amounts, if achieved, will more than offset lost rent from Kmart and other tenants with co-tenancy clauses and will only increase the result of a nonreciprocal transfer to owners, a gain on deconsolidation in the amount of approximately $27.7 million was recognized in the accompanying consolidated statement of income for the fiscal year ended October 31, 2020. This gain was measured at the date of deconsolidation as the difference between the fairoverall value of the investment inshopping center. Accordingly, on July 24, 2023, FREIT denied Kmart’s request and elected pursuant to the TIClease to terminate the Kmart lease effective October 19, 2023. Thus, FREIT now has full control of this space instead of waiting another 14 years to renegotiate or re-lease this space at the date the entity was deconsolidated and the carrying amount of the former subsidiary’s assets and liabilities.

As of October 31, 2020, FREIT’s investment in TIC was approximately $20.1 million with a loss on investment of approximately $202,000, recognized in the accompanying consolidated statement of income for the fiscal year ended October 31, 2020.higher market rent.

Hekemian currently manages the Pierre Towers property based on a management agreement between the owners of the TIC and Hekemian dated as of February 28, 2020, which expires on February 28, 2022, and is automatically renewed for successive periods of one year unless either party gives not less than sixty (60) days prior notice of non-renewal. The management agreement requires the payment of management fees equal to 5% of rents collected. Management fees, charged to operations, were approximately $241,000 for the period from February 28, 2020 through October 31, 2020. Hekemian management fees outstanding at October 31, 2020 was approximately $32,000. The Pierre Towers property also uses the resources of the Hekemian insurance department to secure various insurance coverages for its property. Hekemian is paid a commission for these services. Such commissions were charged to operations and amounted to approximately $26,000 for the period from February 28, 2020 through October 31, 2020.

The following table summarizes the balance sheet of the Pierre Towers property as of October 31, 2020 accounted for by the equity method:

October 31,

2020

(In Thousands of Dollars)

 

Real estate, net

$

80,041

Cash and cash equivalents

754

Tenants' security accounts

523

Receivables and other assets

468

Total assets

$

81,786

 

Mortgages payable, net of unamortized debt issuance costs

$

49,956

Accounts payable and accrued expenses

314

Tenants' security deposits

535

Deferred revenue

56

Equity

30,925

Total liabilities & equity

$

81,786

 

FREIT's investment in TIC (65% interest)

$

20,101

The following table summarizes the statement of operations of the Pierre Towers property for the period from February 28, 2020 through October 31, 2020, accounted for by the equity method:

For the period from

February 28, 2020

through October 31, 2020

(In Thousands of Dollars)

 

Revenues

$

4,981

Operating expenses

2,786

Net operating income

$

2,195

 

Depreciation

1,435

Interest expense including amortization

of deferred financing costs

1,070

 

Net loss

$

(310

)

 

FREIT's loss on investment in TIC (65% interest)

$

(202

)

Note 18 -18- Selected quarterly financial data (unaudited):

The following summary represents the results of operations for each quarter for the years ended October 31, 20202023 and 20192022 (in thousands, except per share amounts):

2023: Quarter Ended  Year Ended 
  January 31,  April 30,  July 31,  October 31,  October 31, 
                
Revenue $6,979  $6,916  $7,296  $7,153  $28,344 
Expenses, net  6,933   7,202   8,142   6,642   28,919 
Net income (loss)  46   (286)  (846)  511   (575)
                     
Net loss attributable to noncontrolling interests in subsidiaries  373   383   434   145   1,335 
Net income (loss) attributable to common equity $419  $97  $(412) $656  $760 
                     
Earnings (Loss) per share - basic and diluted $0.06  $0.01  $(0.06) $0.09  $0.10 
                     
Dividends declared per share $0.05  $0.05  $0.30  $0.05  $0.45 

2022: Quarter Ended  Year Ended 
  January 31,  April 30,  July 31,  October 31,  October 31, 
                
Revenue $10,649  $6,615  $6,959  $7,048  $31,271 
Expenses, net  (58,504)(a)  7,616(b)  5,145(c)  7,770(d)  (37,973)
Net income (loss)  69,153   (1,001)  1,814   (722)  69,244 
                     
Net (income) loss attributable to noncontrolling interests in subsidiaries  (23,376)(a)  649(b)  (693)(c)  168(d)  (23,252)
Net income (loss) attributable to common equity $45,777  $(352) $1,121  $(554) $45,992 
                     
Earnings (Loss) per share - basic $6.51(a) $(0.05)(b) $0.16(c) $(0.08)(d) $6.52 
Earnings (Loss) per share - diluted $6.45(a) $(0.05)(b) $0.16(c) $(0.08)(d) $6.45 
                     
Dividends declared per share $0.10  $0.10  $  $9.00  $9.20 

(a) Includes $70 million gain on sale of the Maryland Properties with a consolidated impact to FREIT of approximately $46.3 million  ($6.58 per share basic and $6.52 per share diluted).

(b) Includes $1.2 million reduction in gain on sale of the Maryland Properties with a consolidated impact to FREIT of approximately $0.7 million  ($0.10 per share basic and diluted).

(c) Includes $1.4 million realized gain on Wayne PSC interest rate swap termination with a consolidated impact to FREIT of approximately $0.6 million  ($0.08 per share basic and diluted).

(d) Includes stock compensation expense of approximately $1.2 million for the incremental compensation cost attributed to the revaluation of the stock options modified on September 9, 2022 ($0.17 per share basic and diluted).

2020:

Quarter Ended

Year Ended

January 31,

April 30,

July 31,

October 31,

October 31,

 

Revenue

$

15,593

$

13,688

$

12,149

(b)

$

11,297

$

52,727

Expenses

17,614

(13,448

)(a)

12,469

(b)

18,772

(c)

35,407

Net (loss) income

(2,021

)

27,136

(320

)

(7,475

)

17,320

 

Net (loss) income attributable to noncontrolling interests in subsidiaries

(241

)

84

139

3,251

3,233

Net (loss) income attributable to common equity  

$

(2,262

)

$

27,220

$

(181

)

$

(4,224

)

$

20,553

 

(Loss) Earnings per share - basic and diluted

$

(0.32

)

$

3.88

(a)

$

(0.02

)(b)

$

(0.60

)(c)

$

2.94

Dividends declared per share

$

0—

$

0—

$

0—

$

0—

$

0—

 

 


2019:

Quarter Ended

Year Ended

January 31,

April 30,

July 31,

October 31,

October 31,

 

Revenue

$

14,928

$

14,786

$

15,255

$

15,308

$

60,277

Expenses

14,493

13,956

(d)

14,990

15,045

58,484

Net income

435

830

265

263

1,793

 

Net income (loss) attributable to noncontrolling interests in subsidiaries

24

(44

)

(66

)

80

(6

)

Net income attributable to common equity  

$

459

$

786

$

199

$

343

$

1,787

 

Earnings per share - basic and diluted

$

0.07

$

0.11

(d)

$

0.03

$

0.05

$

0.26

Dividends declared per share

$

0.15

$

0.125

$

0.125

$

0.20

$

0.60

 

(a) Includes $27.7 million gain on deconsolidation of subsidiary related to the Pierre Towers property which was deconsolidated from FREIT's operating results due to the conversion to a tenancy-in-common form of ownership on February 28, 2020. ($3.96 per share)

(b) Includes impact of the rejection of the lease for Cobb Theatre at the Rotunda retail property as of June 30, 2020 resulting in the reversal against revenue of uncollected rents in the amount of approximately $0.3 million and a straight-line rent receivable of approximately $0.4 million and the write-off of unamortized leasing commissions in the amount of approximately $0.2 million resulting in a net impact of approximately $0.9 million (with a consolidated impact to FREIT of approximately $0.5 million). ($0.07 per share)

(c) Includes write-off of Cobb Theatre's tenant improvements of approximately $7.3 million (with a consolidated impact to FREIT of approximately $4.4 million) at the Rotunda retail property due to COVID-19. ($0.62 per share)

(d) Includes $0.8 million gain on sale of the Patchogue, New York property sold on February 8, 2019. ($0.12 per share)

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

OCTOBER 31, 20202023

(In Thousands of Dollars)

Column AColumn B Column C Column D Column E Column F Column GColumn HColumn I
   Initial Cost Costs Capitalized Gross Amount at Which      
   to Company Subsequent to Acquisition Carried at Close of Period      
                       Life on
     Buildings         Buildings       Which
 Encum-   and   Improve- Carrying   and   Accumulated Date ofDateDepreciation
Descriptionbrances Land Improvements Land ments Costs Land Improvements Total (1) Depreciation ConstructionAcquiredis Computed
                                  
Residential Properties:                                 
Steuben Arms, River Edge, NJ$9,022 $364 $1,773 $ $1,805    $364 $3,578 $3,942 $3,081 196619757-40 years
Berdan Court, Wayne, NJ 28,815  250  2,206    5,310     250  7,516  7,766  6,222 196419657-40 years
Westwood Hills, Westwood, NJ 25,450  3,849  11,546    3,132     3,849  14,678  18,527  10,950 1965-7019947-39 years
Boulders - Rockaway, NJ 7,500  1,632    3,386  16,313     5,018  16,313  21,331  7,493 2005-20061963/19647-40 years
Regency Club - Middletown, NY 14,254  2,833  17,792    1,266     2,833  19,058  21,891  4,719 200320147-40 years
Station Place - Red Bank, NJ 11,521  8,793  10,757    28     8,793  10,785  19,578  1,596 201520177-40 years
                                  
Commercial Properties:                                 
Franklin Crossing, Franklin Lakes, NJ   29    3,382  7,611     3,411  7,611  11,022  4,954 1963/75/9719665-39.5 years
Glen Rock, NJ   12  36    164     12  200  212  169 194019625-25 years
Westwood Plaza, Westwood, NJ 16,617  6,889  6,416    2,581     6,889  8,997  15,886  8,631 198119885-31.5 years
Preakness S/C, Wayne, NJ 25,000  9,280  24,217    2,688     9,280  26,905  36,185  14,529 1955/89/0020025-39.5 years
                                  
Land Leased:                                 
Rockaway, NJ   114           114    114    1963/1964 
Vacant Land:           `                       
Franklin Lakes, NJ   224    (156)      68    68    1966/93 
Wayne, NJ   286           286    286    2002 
Rockaway, NJ   51           51    51    1963/1964 
 $138,179 $34,606 $74,743 $6,612 $40,898 $ $41,218 $115,641 $156,859 $62,344    
                                  

(1) Total cost for each property is the same for federal income tax purposes, with the exception of the Regency Club and Station Place whose cost for federal income tax purposes is approximately $13.8 million and $4.2 million, respectively. 

Column A

Column B

Column C

Column D

Column E

Column F

Column G

Column H

Column I

Initial Cost

Costs Capitalized

Gross Amount at Which

to Company

Subsequent to Acquisition

Carried at Close of Period

 

Life on

Buildings

Buildings

Which

Encum-

and

Improve-

Carrying

and

Accumulated

Date of

Date

Depreciation

Description

brances

Land

Improvements

Land

ments

Costs

Land

Improvements

Total (1)

Depreciation

Construction

Acquired

is Computed

 

Residential Properties:

Steuben Arms, River Edge, NJ

$ 9,789

$ 364

$ 1,773

$ 0-

$ 1,506

$ 364

$ 3,279

$ 3,643

$ 2,937

1966

1975

7-40 years

Berdan Court, Wayne, NJ

28,815

250

2,206

0-

4,865

250

7,071

7,321

5,791

1964

1965

7-40 years

Westwood Hills, Westwood, NJ

25,000

3,849

11,546

0-

2,826

3,849

14,372

18,221

9,684

1965-70

1994

7-39 years

Boulders - Rockaway, NJ

15,050

1,632

0-

3,386

16,011

5,018

16,011

21,029

6,185

2005-2006

1963/1964

7-40 years

Regency Club - Middletown, NY

15,255

2,833

17,792

0-

774

2,833

18,566

21,399

3,139

2003

2014

7-40 years

Icon - Baltimore, MD

65,186

5,871

0-

0-

87,770

5,871

87,770

93,641

9,347

2016

2005

7-40 years

Station Place - Red Bank, NJ

12,181

8,793

10,757

0-

1

8,793

10,758

19,551

785

2015

2017

7-40 years

 

Commercial Properties:

Damascus Shopping Center,

Damascus, MD

18,824

2,950

6,987

6,296

17,589

9,246

24,576

33,822

8,384

1960's

2003

5-39.5 years

Franklin Crossing, Franklin Lakes,

  NJ

0-

29

0-

3,382

7,426

3,411

7,426

10,837

4,387

1963/75/97

1966

5-39.5 years

Glen Rock, NJ

0-

12

36

0-

235

12

271

283

219

1940

1962

5-25 years

Westridge Square S/C, Frederick,

  MD

21,775

9,135

19,159

(1)

4,791

9,134

23,950

33,084

20,556

1986

1992

5-31.5 years

Westwood Plaza, Westwood, NJ

18,695

6,889

6,416

0-

2,374

6,889

8,790

15,679

8,601

1981

1988

5-31.5 years

Preakness S/C, Wayne, NJ

23,336

9,280

24,217

0-

2,802

9,280

27,019

36,299

12,509

1955/89/00

2002

5-39.5 years

The Rotunda, Baltimore, MD

53,334

10,392

14,634

232

45,267

10,624

59,901

70,525

14,613

1920/2016

2005

5-40 years

 

Land Leased:

Rockaway, NJ

0-

114

0-

0-

0-

114

0-

114

0-

1963/1964

Vacant Land:

`

Franklin Lakes, NJ

0-

224

0-

(156)

0-

68

0-

68

0-

1966/93

Wayne, NJ

0-

286

0-

0-

0-

286

0-

286

0-

2002

Rockaway, NJ

0-

51

0-

0-

0-

51

0-

51

0-

1963/1964

$ 307,240

$ 62,954

$ 115,523

$ 13,139

$ 194,237

$ 0-

$ 76,093

$ 309,760

$ 385,853

$ 107,137

 


(1) Total cost for each property is the same for federal income tax purposes, with the exception of Regency Club, Station Place and the Rotunda properties (Icon and The Rotunda) whose cost for federal income tax purposes is approximately $13.3 million, $4.2 million and $162.2 million, respectively.

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

(In Thousands of Dollars)

Reconciliation of Real Estate and Accumulated Depreciation:

 2023 2022 2021 
       
Real estate:         
Balance, Beginning of year$156,223 $386,920 $385,853 
          
Additions - Buildings and improvements 896  1,474  1,883 
          
Disposals - Buildings and improvements (260) (232) (816)
          
Sale of property   (231,939)  
          
Balance, end of year$156,859 $156,223 $386,920 
          
Accumulated depreciation:         
Balance, Beginning of year$59,660 $115,621 $107,137 
          
Additions - Charged to operating expenses 2,944  3,995  9,300 
          
Disposals - Buildings and improvements (260) (232) (816)
          
Sale of property   (59,724)  
          
Balance, end of year$62,344 $59,660 $115,621 

Reconciliation of Real Estate and Accumulated Depreciation:

2020

2019

2018

 

Real estate:

Balance, Beginning of year

$

448,866

$

456,658

$

433,288

 

Additions - Buildings and improvements

2,055

3,386

4,562

 

Disposal - Buildings and improvements

(585

)

(240

)

(742

)

 

Tenant improvement write-off due to COVID-19

(8,910

)

0—

 

0—

 

 

Acquisition (Sale) of property

0—

(10,938

)

19,550

 

Deconsolidation of subsidiary

(55,573

)

0—

0—

 

Balance, end of year

$

385,853

$

448,866

$

456,658

 

Accumulated depreciation:

Balance, beginning of year

$

118,363

$

111,967

$

101,194

 

Additions - Charged to operating expenses

10,341

11,339

11,515

 

Tenant improvement write-off due to COVID-19 - Charged to operating expenses

(1,637

)

0—

0—

 

Disposal - Buildings and improvements

(583

)

(217

)

(742

)

 

Sale of property

0—

(4,726

)

0—

 

Deconsolidation of subsidiary

(19,347

)

0—

0—

 

Balance, end of year

$

107,137

$

118,363

$

111,967


FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. (“FREIT”)

EXHIBIT INDEX

Exhibit


No.

 

3.1

AmendedArticles of Amendment and Restated DeclarationRestatement of First Real Estate Investment Trust of FREIT.New Jersey, Inc. (Incorporated by reference to Exhibit 3.1Appendix A to FREIT’s Registration Statement on Form 8-KS-4/A filedwith the SEC on March 10, 2008)26, 2021.)

3.2

3.2

Amendment to Amended and Restated DeclarationBylaws of First Real Estate Investment Trust dated May 31, 1994.of New Jersey, Inc. (Incorporated by reference to Exhibit 3.2 Appendix B to FREIT’s Registration Statement on Form 10-K for the year ended October 31, 2013 andS-4A filed with the SEC on January 14, 2014.March 26, 2021.)

4

3.3

Amendment to Amended and Restated Declaration of Trust, dated September 10, 1998. (Incorporated by reference to Exhibit 3.3 to FREIT’s Form 10-K for the year ended October 31, 2013 and filed with the SEC on January 14, 2014.)

3.4

Amendment to Amended and Restated Declaration of Trust, dated January 21, 2004. (Incorporated by reference to Exhibit 3.4 to FREIT’s Form 10-K for the year ended October 31, 2013 and filed with the SEC on January 14, 2014.)

3.5

Amendment to Amended and Restated Declaration of Trust, dated May 15, 2007. (Incorporated by reference to Exhibit 3.5 to FREIT’s Form 10-K for the year ended October 31, 2013 and filed with the SEC on January 14, 2014.)

3.6

Amendment to Amended and Restated Declaration of Trust, dated March 4, 2008. (Incorporated by reference to Exhibit 3.6 to FREIT’s Form 10-K for the year ended October 31, 2013 and filed with the SEC on January 14, 2014.)

3.7

Amendment to Amended and Restated Declaration of Trust, dated December 4, 2013. (Incorporated by reference to Exhibit 3.7 to FREIT’s Form 10-K for the year ended October 31, 2013 and filed with the SEC on January 14, 2014.)

3.8

Amendment to Amended and Restated Declaration of Trust, dated December 7, 2017. (Incorporated by reference to Exhibit 3.1 to FREIT’s 8-K dated December 7, 2017 and filed with the SEC on December 11, 2017)

4

Form of Specimen Share Certificate, Beneficial Interest in FREIT.

4.1

Stockholder Rights Plan dated July 31, 2023, by and between FREIT and Computershare Trust Company, N.A., as Rights Agent (Incorporated by reference to Exhibit 4.1 to FREIT’s Form 8-K filed on August 3, 2023).

10.1

Management Agreement dated April 10, 2002, by and between FREIT Maryland and Hekemian & Co., Inc. (Incorporated by reference to Exhibit 10.1 to FREIT’s Form 10-K for the fiscal year ended October 31, 2009 and filed with the SEC on January 14, 2010)

10.2

10.2

Indemnification Agreements by Damascus 100, LLC and Rotunda 100, LLC to FREIT. (Incorporated by reference to Exhibits 10.1 and 10.2, respectively, to FREIT’s 10-Q for the quarter ended April 30, 2008 and filed with the SEC on June 9, 2008)

10.3

10.3

Notes to Hekemian employees relative to their investments in each of Grande Rotunda, LLC and Damascus Centre, LLC and the related documents (pledge and security agreements and amendments).  (Incorporated by reference to Exhibits 10.3.1, 10.3.2, 10.3.3, 10.3.4, 10.3.5, 10.3.6, 10.3.7, 10.3.8, 10.3.9, 10.3.10, 10.3.11, 10.3.12, 10.3.13, 10.3.14, 10.3.15, 10.4.1, 10.4.2, 10.4.3, 10.4.4, 10.4.5, 10.4.6, 10.4.7, 10.4.8, 10.4.9 and 10.4.10, respectively, to FREIT’s 10-Q for the quarter ended April 30, 2008 and filed with the SEC on June 9, 2008)

10.4

10.4

Agency Agreement dated August 13, 2008 between Damascus Centre, LLC and Hekemian Development Resources, LLC. (Incorporated(Incorporated by reference to Exhibit 10.1 to FREIT’s 10-Q for the quarter ended July 31, 2008 and filed with the SEC on September 9, 2008)

10.5

10.5

Agency Agreement dated November 10, 2009 between Grande Rotunda, LLC and Hekemian Development Resources, LLC. (Incorporated(Incorporated by reference to Exhibit 10.1 to FREIT’s Form 10-Q for the quarter ended April 30, 2010 and filed with the SEC on June 9, 2010)

10.6

10.6

Amendment No. 1 to Agency Agreement dated as of July 24, 2012 between Grande Rotunda, LLC and Hekemian Resources Development, LLC. (Incorporated by reference to Exhibit 10.6 to FREIT’s Form 10-K for the year ended October 31, 2013 and filed with the SEC on January 14, 2014)

10.7

10.7

Line of Credit Note in the principal amount of $18 million executed by FREIT as Borrower, and delivered to The Provident Bank, as Lender, in connection with the Credit Facility provided by The Provident Bank to FREIT. (Incorporated by reference to Exhibit 10.6 to FREIT’s Form 10-K for the

10.8

Amended and Restated Deferred Fee Plan, adopted as of October 31, 2014. (Incorporated by reference to Exhibit 10.8 to FREIT’s Form 10-K for the year ended October 31, 2014 and filed with the SEC on January 14, 2015)

10.9

10.9

Amendment No.2 to Amended and Restated Deferred Fee Plan, adopted May 7, 2015. (Incorporated by reference to Exhibit 10.1 to FREIT’s Form 10-Q for the quarter ended July 31, 2015 and filed with the SEC on September 9, 2015)

10.10

10.10

Property Management Agreement dated February 28, 2020 between Pierre Towers LLC and Hekemian & Co. Inc.(Incorporated by reference to Exhibit 10.10 to FREIT’s Form 10-K for the fiscal year ended October 31, 2020 and filed with the SEC on January 29, 2021).

10.11

Line of Credit Note in the principal amount of $13 million executed by FREIT as Borrower, and delivered to Provident Bank, as Lender, in connection with the Credit Facility provided by Provident Bank to FREIT. (Incorporated by reference to Exhibit 10.11 to FREIT’s Form 10-K for the fiscal year ended October 31, 2021 and filed with the SEC on January 28, 2022)

21

10.12

Purchase and Sale Agreement dated November 22, 2021 by and among WestFREIT Corp., Damascus Centre, LLC and Grande Rotunda, LLC as Sellers and MCB Acquisition Company LLC as Purchaser. (Incorporated by reference to Exhibit 10.12 to FREIT’s Form 10-K for the fiscal year ended October 31, 2021 and filed with the SEC on January 28, 2022)


10.13First Amendment to Purchase and Sale Agreement dated December 22, 2021 by and among WestFREIT Corp., Damascus Centre, LLC and Grande Rotunda, LLC as Sellers and MCB Acquisition Company LLC as Purchaser. (Incorporated by reference to Exhibit 10.13 to FREIT’s Form 10-K for the fiscal year ended October 31, 2021 and filed with the SEC on January 28, 2022)
10.14Second Amendment to Purchase and Sale Agreement dated December 23, 2021 by and among WestFREIT Corp., Damascus Centre, LLC and Grande Rotunda, LLC as Sellers and MCB Acquisition Company LLC as Purchaser. (Incorporated by reference to Exhibit 10.14 to FREIT’s Form 10-K for the fiscal year ended October 31, 2021 and filed with the SEC on January 28, 2022)
10.15Third Amendment to Purchase and Sale Agreement dated December 28, 2021 by and among WestFREIT Corp., Damascus Centre, LLC and Grande Rotunda, LLC as Sellers and MCB Acquisition Company LLC as Purchaser. (Incorporated by reference to Exhibit 10.15 to FREIT’s Form 10-K for the fiscal year ended October 31, 2021 and filed with the SEC on January 28, 2022)
10.16Fourth Amendment to Purchase and Sale Agreement dated December 30, 2021 by and among WestFREIT Corp., Damascus Centre, LLC and Grande Rotunda, LLC as Sellers and MCB Acquisition Company LLC as Purchaser. (Incorporated by reference to Exhibit 10.16 to FREIT’s Form 10-K for the fiscal year ended October 31, 2021 and filed with the SEC on January 28, 2022)
10.17Fifth Amendment to Purchase and Sale Agreement dated January 7, 2022 by and among WestFREIT Corp., Damascus Centre, LLC and Grande Rotunda, LLC as Sellers and MCB Acquisition Company LLC as Purchaser. (Incorporated by reference to Exhibit 10.17 to FREIT’s Form 10-K for the fiscal year ended October 31, 2021 and filed with the SEC on January 28, 2022)
10.18First Amendment to Management Agreement dated January 14, 2020, by and between FREIT and Hekemian & Company, Inc. (Incorporated by reference to Exhibit 10.2 to FREIT’s Form 8-K filed on January 15, 2020).
10.19Second Amendment to Management Agreement dated March 9, 2023, by and between FREIT and Hekemian & Company, Inc. (Incorporated by reference to Exhibit 10.1 to FREIT’s Form 10-Q for the quarter ended January 31, 2023).
10.20FREIT Recovery of Erroneously Awarded Compensation Policy
21Subsidiaries of FREIT

23.1

22

Consent of EisnerAmper LLP

31.1

31.1

Rule 13a-14(a) - Certification of Chief Executive Officer

31.2

31.2

Rule 13a-14(a) - Certification of Chief Financial Officer

32.1

32.1

Section 1350 Certification of Chief Executive Officer

32.2

32.2

Section 1350 Certification of Chief Financial Officer

101

101

The following materials from FREIT’s annual report on Form 10-K for the fiscal year ended October 31, 2020,2023, formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) consolidated balance sheets; (ii) consolidated statements of income; (iii) consolidated statements of comprehensive income; (iv) consolidated statements of equity; (v) consolidated statements of cash flows; and (vi) notes to consolidated financial statements.

* FREIT will furnish a copy of any exhibit not included herewith upon request and upon payment of FREIT’s reasonable expenses in furnishing such exhibit.


102


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