UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

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

For the Quarterly Period Ended January 31, 20192020

or

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

For the transition period from __________________ to ____________________

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ____________________

Commission File No.000-25043

 

 

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
(Exact name of registrant as specified in its charter)

 

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

 

201-488-6400

(Registrant's telephone number, including area code)

 

 

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

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Shares of beneficial interest, without par valueFREVSOTC Pink Market

 

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. Yesx ☒   Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNoo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 Filerx     Non-Accelerated Filer ☐      Smaller Reporting Company ☐      Emerging growth company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐  Nox

  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 ☒

As of March 11, 2019,10, 2020, the number of shares of beneficial interest outstanding was 6,758,554.6,856,651.

 

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FIRST REAL ESTATE

INVESTMENT TRUST OF NEW JERSEY

 

INDEX

 

Part I:Financial Information 
    Page
     
 Item 1:Unaudited Condensed Consolidated Financial Statements 
     
  a.)Condensed Consolidated Balance Sheets as of January 31, 20192020 and October 31, 2018;2019;3
     
  b.)Condensed Consolidated Statements of IncomeOperations for the Three Months Ended January 31, 20192020 and 2018;2019;4
     
  c.)Condensed Consolidated Statements of Comprehensive (Loss) IncomeLoss for the Three Months Ended January 31, 20192020 and 2018;2019;5
     
  d.)Condensed Consolidated Statements of Equity for the Three Months Ended January 31, 20192020 and 2018;2019;6
     
  e.)Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 20192020 and 2018;2019;7
     
  f.)Notes to Condensed Consolidated Financial Statements.8
     
 Item 2:Management’s Discussion and Analysis of Financial Condition and Results of Operations1619
     
 Item 3:Quantitative and Qualitative Disclosures About Market Risk2731
     
 Item 4:Controls and Procedures2731
     
     
Part II:Other Information 
     
 Item 1:Legal Proceedings2731
     
 Item 1A:Risk Factors2731
     
 Item 6:Exhibits2832
     
 Signatures2832

 

 

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Index

 

Part I: Financial Information

 

Item 1: Unaudited Condensed Consolidated Financial Statements

 

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 January 31, October 31,  January 31, October 31, 
 2019 2018  2020 2019 
 (In Thousands of Dollars)  (In Thousands of Dollars) 
ASSETS          
          
Real estate, at cost, net of accumulated depreciation $336,531  $344,532  $327,549  $330,108 
Real estate held for sale, at cost, net of accumulated depreciation (Note 13)  6,212    
Construction in progress  259   159   469   395 
Cash and cash equivalents  23,633   21,747   31,904   38,075 
Tenants' security accounts  2,212   2,212   2,148   2,278 
Receivables arising from straight-lining of rents  4,031   3,964   4,437   4,374 
Accounts receivable, net of allowance for doubtful accounts of $259 and  2,045   2,298 
$276 as of January 31, 2019 and October 31, 2018, respectively        
Accounts receivable, net of allowance for doubtful accounts of $444 and        
$379 as of January 31, 2020 and October 31, 2019, respectively  1,276   1,741 
Secured loans receivable  4,000   4,000   5,095   5,053 
Prepaid expenses and other assets  5,672   6,034   6,022   5,951 
Deferred charges, net  2,653   2,693   2,587   2,643 
Interest rate cap and swap contracts  2,076   4,434 
Total Assets $389,324  $392,073  $381,487  $390,618 
                
                
LIABILITIES AND EQUITY                
                
Liabilities:                
Mortgages payable $349,417  $350,504  $351,752  $352,790 
Less unamortized debt issuance costs  3,204   3,498   2,607   2,886 
Mortgages payable, net  346,213   347,006   349,145   349,904 
                
Due to affiliate  5,488   5,417   5,771   5,705 
Deferred trustee compensation payable  8,457   8,457   2,791   7,610 
Accounts payable and accrued expenses  2,216   1,910   3,508   3,097 
Dividends payable  1,014   338      1,357 
Tenants' security deposits  3,303   3,232   3,275   3,381 
Deferred revenue  1,104   1,369   1,204   1,390 
Interest rate swap contracts  160    
Interest rate cap and swap contracts  2,516   2,126 
Total Liabilities  367,955   367,729   368,210   374,570 
                
Commitments and contingencies                
                
                
Equity:                
Common equity:                
Shares of beneficial interest without par value:                
8,000,000 shares authorized; 6,993,152 shares issued plus 172,599 and  28,556   28,288 
157,395 vested share units granted to Trustees at January 31, 2019        
and October 31, 2018, respectively        
Treasury stock, at cost: 234,598 and 235,536 shares at January 31, 2019  (4,921)  (4,941)
and October 31, 2018, respectively        
8,000,000 shares authorized; 6,993,152 shares issued plus 135,406 and  27,669   28,847 
192,122 vested share units granted to Trustees at January 31, 2020        
and October 31, 2019, respectively        
Treasury stock, at cost: 139,667 and 206,408 shares at January 31, 2020  (2,929)  (4,330)
and October 31, 2019, respectively        
Dividends in excess of net income  (4,957)  (4,376)  (9,024)  (6,762)
Accumulated other comprehensive income  819   2,517 
Accumulated other comprehensive loss  (2,301)  (2,040)
Total Common Equity  19,497   21,488   13,415   15,715 
Noncontrolling interests in subsidiaries  1,872   2,856   (138)  333 
Total Equity  21,369   24,344   13,277   16,048 
Total Liabilities and Equity $389,324  $392,073  $381,487  $390,618 

 

See Notes to Condensed Consolidated Financial Statements.

 

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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS

THREE MONTHS ENDED JANUARY 31, 20192020 AND 20182019

(Unaudited)

 

 Three Months Ended January 31,  Three Months Ended January 31, 
 2019 2018  2020 2019 
 (In Thousands of Dollars, Except Per Share Amounts)  (In Thousands of Dollars,  Except Per Share Amounts) 
Revenue:             
Rental income $13,161  $12,390  $13,363  $13,161 
Reimbursements  1,658   1,576   1,916   1,658 
Sundry income  109   228   314   109 
Total revenue  14,928   14,194   15,593   14,928 
                
Expenses:                
Operating expenses  3,867   4,142 
Property operating expenses  4,015   3,867 
Special comittee expenses  3,382    
Management fees  637   611   715   637 
Real estate taxes  2,430   2,553   2,407   2,430 
Depreciation  2,824   2,711   2,932   2,824 
Total expenses  9,758   10,017   13,451   9,758 
                
Operating income  5,170   4,177   2,142   5,170 
                
Investment income  71   55   72   71 
Unrealized loss on interest rate cap contract  (154)        (154)
Interest expense including amortization                
of deferred financing costs  (4,652)  (5,152)  (4,235)  (4,652)
Net income (loss)  435   (920)
Net (loss) income  (2,021)  435 
                
Net loss attributable to noncontrolling        
Net (income) loss attributable to noncontrolling        
interests in subsidiaries  24   563   (241)  24 
Net (loss) income attributable to common equity $(2,262) $459 
                
Net income (loss) attributable to common equity $459  $(357)
        
Earnings (Loss) per share - basic and diluted $0.07  $(0.05)
(Loss) Earnings per share - basic and diluted $(0.32) $0.07 
                
Weighted average shares outstanding:                
Basic and Diluted  6,915   6,862 
Basic and diluted  6,979   6,915 

 

See Notes to Condensed Consolidated Financial Statements.  

 

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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOMELOSS

THREE MONTHS ENDED JANUARY 31, 20192020 AND 20182019

(Unaudited)

 

  Three Months Ended January 31, 
  2019  2018 
  (In Thousands of Dollars) 
       
Net income (loss) $435  $(920)
         
Other comprehensive (loss) income:        
   Unrealized (loss) gain on interest rate swap contracts before        
        reclassifications  (2,276)  1,547 
   Amount reclassified from accumulated other comprehensive income        
        to interest expense  (88)  84 
   Net unrealized (loss) gain on interest rate swap contracts  (2,364)  1,631 
Comprehensive (loss) income  (1,929)  711 
         
Net loss attributable to noncontrolling interests  24   563 
Other comprehensive loss:        
   Unrealized loss (gain) on interest rate swap contracts attributable        
        to noncontrolling interests  666   (533)
Comprehensive loss attributable to noncontrolling interests  690   30 
         
Comprehensive (loss) income attributable to common equity $(1,239) $741 
  Three Months Ended January 31, 
  2020  2019 
  (In Thousands of Dollars) 
       
Net (loss) income $(2,021) $435 
         
Other comprehensive loss:        
   Unrealized loss on interest rate swap contracts before        
        reclassifications  (420)  (2,276)
   Amount reclassified from accumulated other comprehensive loss        
        to interest expense  30   (88)
   Net unrealized loss on interest rate swap contracts  (390)  (2,364)
Comprehensive loss  (2,411)  (1,929)
         
Net (income) loss attributable to noncontrolling interests  (241)  24 
Other comprehensive (loss) income:        
   Unrealized loss on interest rate swap contracts attributable        
        to noncontrolling interests  129   666 
Comprehensive (loss) income attributable to noncontrolling interests  (112)  690 
         
Comprehensive loss attributable to common equity $(2,523) $(1,239)

 

See Notes to Condensed Consolidated Financial Statements.

 

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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

THREE MONTHS ENDED JANUARY 31, 20192020

(Unaudited)

 

  Common Equity       
  Shares of
Beneficial
Interest
  Treasury
Shares at
Cost
  Dividends in
Excess of Net
Income
  Accumulated
Other
Comprehensive
Income
  Total
Common
Equity
  Noncontrolling
Interests
  Total Equity 
  (In Thousands of Dollars, Except Share and Per Share Amounts) 
                      
Balance at October 31, 2018 $28,288  $(4,941) $(4,376) $2,517  $21,488  $2,856  $24,344 
                             
Stock based compensation expense  34               34       34 
                             
Vested share units granted to Trustees and consultant  254               254       254 
                             
Vested share units issued to consultant*  (20)  20                   
                             
Distributions to noncontrolling interests                     (294)  (294)
                             
Net income (loss)          459       459   (24)  435 
                             
Dividends declared, including $26 payable in share units ($0.15 per share)          (1,040)      (1,040)      (1,040)
                             
Net unrealized loss on interest rate swaps              (1,698)  (1,698)  (666)  (2,364)
                             
Balance at January 31, 2019 $28,556  $(4,921) $(4,957) $819  $19,497  $1,872  $21,369 
  Common Equity       
  Shares of
Beneficial
Interest
  Treasury
Shares at
Cost
  Dividends in
Excess of Net
Income
  Accumulated
Other
Comprehensive
Loss
  Total
Common
Equity
  Noncontrolling
Interests
  Total Equity 
  (In Thousands of Dollars, Except Share and Per Share Amounts) 
                      
Balance at October 31, 2019 $28,847  $(4,330) $(6,762) $(2,040) $15,715  $333  $16,048 
                             
Stock based compensation expense  12               12       12 
                             
Vested share units granted to Trustees and consultant  211               211       211 
                             
Vested share units issued to consultant and retired Trustee*  (1,401)  1,401                   
                             
Distributions to noncontrolling interests                     (583)  (583)
                             
Net (loss) income          (2,262)      (2,262)  241   (2,021)
                             
Net unrealized loss on interest rate swaps              (261)  (261)  (129)  (390)
                             
Balance at January 31, 2020 $27,669  $(2,929) $(9,024) $(2,301) $13,415  $(138) $13,277 

 

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

 

See Notes to Condensed Consolidated Financial Statements.

 

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

THREE MONTHS ENDED JANUARY 31, 20182019

(Unaudited)

 

  Common Equity       
  Shares of
Beneficial
Interest
  Treasury
Shares at
Cost
  Dividends in
Excess of Net
Income
  Accumulated
Other
Comprehensive
Income
  Total
Common
Equity
  Noncontrolling
Interests
  Total Equity 
  (In Thousands of Dollars, 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  31               31       31 
                             
Vested share units granted to Trustees  201               201       201 
                             
Distributions to noncontrolling interests                     (6,084)  (6,084)
                             
Net loss          (357)      (357)  (563)  (920)
                             
Net unrealized gain on interest rate swaps              1,098   1,098   533   1,631 
                             
Balance at January 31, 2018 $27,883  $(5,273) $(5,181) $1,382  $18,811  $4,638  $23,449 
  Common Equity       
  Shares of
Beneficial
Interest
  Treasury
Shares at
Cost
  Dividends in
Excess of Net
Income
  Accumulated
Other
Comprehensive
Income
  Total
Common
Equity
  Noncontrolling
Interests
  Total Equity 
  (In Thousands of Dollars, Except Share and Per Share Amounts) 
                      
Balance at October 31, 2018 $28,288  $(4,941) $(4,376) $2,517  $21,488  $2,856  $24,344 
                             
Stock based compensation expense  34               34       34 
                             
Vested share units granted to Trustees and consultant  254               254       254 
                             
Vested share units issued to consultant*  (20)  20                   
                             
Distributions to noncontrolling interests                     (294)  (294)
                             
Net income (loss)          459       459   (24)  435 
                             
Dividends declared, including $26 payable in share units ($0.15 per share)          (1,040)      (1,040)      (1,040)
                             
Net unrealized loss on interest rate swaps              (1,698)  (1,698)  (666)  (2,364)
                             
Balance at January 31, 2019 $28,556  $(4,921) $(4,957) $819  $19,497  $1,872  $21,369 

* Represents the issuance of treasury shares to consultant for share units earned.

 

See Notes to Condensed Consolidated Financial Statements.

 

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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED JANUARY 31, 20192020 AND 20182019

(Unaudited)

 

 Three Months Ended  Three Months Ended 
 January 31,  January 31, 
 2019 2018  2020 2019 
 (In Thousands of Dollars)  (In Thousands of Dollars) 
Operating activities:                
Net income (loss) $435  $(920)
Adjustments to reconcile net income (loss) to net cash provided by        
Net (loss) income $(2,021) $435 
Adjustments to reconcile net (loss) income to net cash (used in) provided by        
operating activities:                
Depreciation  2,824   2,711   2,932   2,824 
Amortization  422   295   392   422 
Unrealized loss on interest rate cap contract  154         154 
Stock based compensation expense  34   31   12   34 
Trustee fees, consultant fee and related interest paid in stock units  228   201   211   228 
Deferred rents - straight line rent  (67)  (98)  (63)  (67)
Bad debt expense  56   130   133   56 
Changes in operating assets and liabilities:                
Tenants' security deposits  71   173 
Tenants' security accounts  (106)  71 
Accounts receivable, prepaid expenses and other assets  725   (1,086)  903   725 
Accounts payable, accrued expenses and deferred                
trustee compensation  (24)  150 
trustee compensation payable  (4,510)  (24)
Deferred revenue  (265)  (44)  (186)  (265)
Net cash provided by operating activities  4,593   1,543 
Due to affiliate - accrued interest  66   71 
Net cash (used in) provided by operating activities  (2,237)  4,664 
Investing activities:                
Capital improvements - existing properties  (805)  (1,153)  (345)  (805)
Acquisition of Station Place     (19,542)
Net cash used in investing activities  (805)  (20,695)  (345)  (805)
Financing activities:                
Repayment of mortgages  (1,087)  (30,172)  (1,038)  (1,087)
Proceeds from mortgage loan refinancing     48,000 
Proceeds from acquisition mortgage loan     12,350 
Refinancing good faith deposit refund     960 
Advanced funding for construction loan reserve     506 
Deferred financing costs     (811)
Dividends paid  (338)     (1,357)  (338)
Due to affiliate  71   54 
Distributions to noncontrolling interests  (294)  (6,084)  (583)  (294)
Net cash (used in) provided by financing activities  (1,648)  24,803 
Net increase in cash, cash equivalents and restricted cash  2,140   5,651 
Net cash used in financing activities  (2,978)  (1,719)
Net (decrease) increase in cash, cash equivalents and restricted cash  (5,560)  2,140 
Cash, cash equivalents and restricted cash, beginning of period  26,394   21,838   42,488   26,394 
Cash, cash equivalents and restricted cash, end of period $28,534  $27,489  $36,928  $28,534 
                
Supplemental disclosure of cash flow data:                
Interest paid, net of amounts capitalized $4,176  $4,816  $3,843  $4,176 
                
Supplemental schedule of non cash activities:                
Investing activities:                
Accrued capital expenditures, construction costs, pre-development costs and interest $172  $292  $273  $172 
                
Financing activities:                
Dividends declared but not paid $1,014  $  $  $1,014 
Dividends paid in share units $26  $  $  $26 
Vested share units issued to consultant and retired trustee $1,401  $20 
                
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 balance sheet: The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheet:
                
Cash and cash equivalents $23,633  $21,717  $31,904  $23,633 
Tenants' security accounts  2,212   2,141   2,148   2,212 
Mortgage escrows  2,689   3,631 
Mortgage escrows (included in prepaid expenses and other assets)  2,876   2,689 
Total cash, cash equivalents and restricted cash $28,534  $27,489  $36,928  $28,534 

 

See Notes to Condensed Consolidated Financial Statements.

 

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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1 - Basis of presentation:

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

The consolidated results of operations for the three-month period ended January 31, 20192020 are not necessarily indicative of the results to be expected for the full year or any other period. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended October 31, 20182019 of First Real Estate Investment Trust of New Jersey (“FREIT” or the “Company”).

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

 

Note 2 - Recently issued accounting standards:

In May 2014,February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”, which is codified as 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 entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance.

On November 1, 2018, FREIT adopted ASU No. 2014-09 using the modified retrospective approach. Since FREIT’s primary source of revenue is operating leases, which fall under the scope of “Leases, Topic 840” and will be under the scope of “Leases, Topic 842” once adopted in November 2019, the adoption of this standard did not have a significant impact on its consolidated financial statements and footnote disclosures. Additionally, the Company has elected to adopt the practical expedient under ASU 2018-11, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component if the nonlease components otherwise would be accounted for under the new revenue guidance. The adoption of this standard did not have a significant impact on the consolidated financial statements and FREIT did not record any such cumulative adjustment as of the adoption date of November 1, 2018 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. The amendmentsunchanged; however, certain refinements were made to conform the standard with the recently issued revenue recognition guidance in this ASU are effective for fiscal years beginning after December 15, 20182014-09,“Revenue From Contracts With Customers”, specifically related to the allocation and interim periods within those fiscal years with early adoption permitted.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”Improvements (the “Practical Expedient Amendment”)in July of 2018, by allowingalso codified as ASC 842, which created a practical expedient that provides lessors an option not to elect to combineseparate lease and associated nonleasenon-lease components by classes of underlying asset, in contracts meetingwhen certain criteria.criteria are met and instead account for those components as a single lease component. The Company expectsdetermined that its lease arrangements meet the criteria under the practical expedient to qualifyaccount 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.Amendment and adopted ASU 2016-02 in the first quarter of Fiscal 2020.

Substantially all of FREIT’s revenues 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 nonlease 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 nonlease 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, FREIT does not expect the adoption of this new accounting guidance todid not have a significant impact on itsFREIT’s consolidated financial statements and footnote disclosures. BasedAs 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 15 to FREIT’s condensed consolidated financial statements for further details).

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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, 2019, with early adoption permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. In November 2018, 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 November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”, which requires companies to include cash and cash equivalents that have restrictions on withdrawal or use in total cash and cash equivalents on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and interim periods within those years and early adoption is permitted including adoption in an interim period. The standard should be applied using a retrospective transition method to each period presented. FREIT adopted this new accounting guidance in the first quarter of Fiscal 2019, which changed the presentation of cash and cash equivalents to include restricted cash on the consolidated statement of cash flows.

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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 requires subsequent changes in fair value of a hedging instrument that has been designated and qualifies as a cash flow hedge to be recognized as a component of "other comprehensive income (loss)." ASU 2017-12 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018, with early adoption permitted. FREIT does not expect the adoption of this new accounting guidance to have a significant impact on its consolidated financial statements and footnote disclosures.

The SEC's Disclosure Update and Simplification rule (Release 33-10532) amends the interim financial statement requirements to require a reconciliation of changes in stockholders' equity in the notes or as a separate statement. This analysis should reconcile the beginning balance to the ending balance of each caption in stockholders' equity for each period for which an income statement is required to be filed and comply with the remaining content requirements of Rule 3-04 of Regulation S-X. As a result, registrants will have to provide the reconciliation for both the year-to-date and quarterly periods and comparable periods in Form 10-Q but only for the year-to-date periods in registration statements. The rule does not prescribe the format of the presentation as long as the appropriate periods are provided. Per a Compliance and Disclosure Interpretation (Q 105.09, Exchange Act Forms, 10-Q), "The amendments are effective for all filings made on or after November 5, 2018. In light of the timing of effectiveness of the amendments and proximity of effectiveness to the filing date for most filers' quarterly reports, the staff would not object if the filer's first presentation of the changes in shareholders' equity is included in its Form 10-Q for the quarter that begins after the effective date of the amendments." This essentially makes the requirements effective for the Company's first quarter 2019 filing. FREIT has adopted this guidanceASU 2017-12 in the first quarter of Fiscal 2019 by presenting a reconciliation of2020.

This guidance requires that for cash flow and net investment hedges, all changes in stockholders’ equitythe fair value of the hedging instrument (i.e. both the effective and ineffective portions) will be 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 related 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 currentfollowing entities: Damascus Centre, LLC (“Damascus Centre”), Wayne PSC, LLC (“Wayne PSC”), FREIT Regency, LLC (“Regency”) and prior periodStation 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 and for which previous to the adoption of this guidance, the change in the fair value was reported in the income statement. 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 4 to FREIT’s condensed 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 separate statement.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 condensed consolidated financial statements or footnote disclosures.

Note 3 -– (Loss) Earnings (Loss) per share:

Basic (loss) 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 1214 to FREIT’s condensed consolidated financials)financial statements) 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 reducing the number of shares to be added in computing diluted earnings per share. For the three months ended January 31, 20192020 and 2018,2019, the outstanding stock options were anti-dilutive with no impact on (loss) earnings (loss) per share. The number of anti-dilutive shares which have been excluded from the computation of diluted earnings per share was 311,000 and 306,000 for the three months ended January 31, 2020 and 2019, respectively. Anti-dilutive shares consist of out-of-the money stock options under the Equity Incentive Plan.

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Note 4 - Interest rate cap and swap contracts: 

On February 7, 2018, Grande Rotunda, LLC, a consolidated subsidiary, 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 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. At January 31, 2019,2020, the total amount outstanding on this loan was approximately $118.5 million. As part of this transaction, Grande Rotunda LLC 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. At January 31, 2019,2020, the derivative financial instrument hashad a notional amount of $121.9 million and a maturity date of March 5, 2020. On February 28, 2020, 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 one year. This interest rate cap has an effective date of March 5, 2020 and a maturity date of March 5, 2021.

On December 7, 2017, Station Place on Monmouth, LLC (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 January 31, 2019,2020, the total amount outstanding on this loan was $12,350,000.approximately $12.3 million. In order to minimize interest rate volatility during the term of this 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. At January 31, 2019,2020, the derivative financial instrument hashad a notional amount of $12,350,000$12.3 million and a maturity date of December 2027.

On September 29, 2016, Wayne PSC, LLC, 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 January 31, 2019,2020, the total amount outstanding on this loan was approximately $24.3$23.6 million. 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. At January 31, 2019,2020, the derivative financial instrument hashad a notional amount of approximately $24.3$23.6 million and a maturity date of October 2026.

On December 26, 2012, Damascus Centre LLC 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 as of January 31, 20192020 was approximately $19.7$19.2 million. The loan has a maturity date of January 3, 2023 and bears a floating interest rate equal to 210 basis 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. At January 31, 2019,2020, the derivative financial instrument hashad a notional amount of approximately $19.8$19.3 million and a maturity date of January 2023.

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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. At January 31, 2019,2020, the total amount outstanding on this loan was approximately $15.8$15.5 million. In order to minimize interest rate volatility during the term of the loan, FREIT Regency LLC 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 January 31, 2019,2020, the derivative financial instrument hashad a notional amount of approximately $15.8$15.5 million and a maturity date of December 2024.

In accordance with ASC 815, “Accounting for Derivative Instruments and Hedging Activities”,ASU 2017-12, which was adopted by FREIT in the first quarter of Fiscal 2020, FREIT is accounting for the Damascus Centre, LLC, FREIT Regency, LLC, Wayne PSC LLC and Station Place on Monmouth, LLC interest rate swaps and the Grande Rotunda interest rate cap as effective 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 in comprehensive income. For the three months ended January 31, 2019,2020, FREIT recorded an unrealized loss of approximately $2,364,000$390,000 in comprehensive income representing the change in the fair value of these cash flow hedges during such period with a corresponding asset of approximately $502,000 for the Damascus Centre swaps and $1,569,000 for the Wayne PSC swap and a corresponding liability of approximately $86,000 for the Regency swap and $74,000 for the Station Place on Monmouth swap as of January 31, 2019. For the three months ended January 31, 2018, FREIT recorded an unrealized gain of approximately $1,631,000 in comprehensive incomeloss representing the change in the fair value of these cash flow hedges during such period. As of January 31, 2020 there was a liability of approximately $239,000 for the Damascus Centre swaps, $238,000 for the Wayne PSC swap, $917,000 for the Regency swap, $1,122,000 for the Station Place swap and $0 for the Grande Rotunda interest rate cap.

In Fiscal 2019, FREIT was accounting for its interest rate swaps and cap contract in accordance with ASC 815. For the yearthree months ended OctoberJanuary 31, 2018,2019, FREIT recorded an unrealized gainloss of approximately $3,113,000$2,364,000 in comprehensive incomeloss 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 on Monmouth swap as of October 31, 2018.

The Grande Rotunda, LLC interest rate cap is, for accounting purposes, deemed to be accounted for as an ineffective cash flow hedge with a corresponding gain or loss being recorded in FREIT’s income statement.period. For the three months ended January 31, 2019, FREIT recorded an unrealized loss in the condensed consolidated statement of incomeoperations of approximately $154,000 for the Grande Rotunda LLC interest rate cap representing the change in the fair value of this ineffective cash flow hedge during such period withperiod. As of October 31, 2019, FREIT recorded a corresponding assetliability of approximately $5,000 as of January 31, 2019.$179,000 for the Damascus Centre swaps, $53,000 for the Wayne PSC swap, $860,000 for the Regency swap, $1,034,000 for the Station Place swap and $0 for the Grande Rotunda interest rate cap.

The fair values are based on observable inputs (level 2 in the fair value hierarchy as provided by authoritative guidance).

 

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Note 5 – Property acquisition:disposition:

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. FREIT distributed and paid approximately $676,000 of this gain by way of a one-time special dividend in connection with and in anticipation of the closing of the sale of the Patchogue property of $0.10 per share. 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 7, 2017,2015.

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

Note 6 – Purchase and Sale Agreement:

On January 14, 2020, FREIT completedand certain of its affiliates (collectively, the acquisition“Sellers”), entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with an affiliate of the Kushner Companies (the “Purchaser”), pursuant to which the Sellers will sell to the Purchaser 100% of Sellers’ ownership interests in seven apartment 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.

The Purchase and Sale Agreement provides for the sale of the following seven properties: Berdan Court, located in Wayne, New Jersey; The Boulders at Rockaway, located in Rockaway, New Jersey; Pierre Towers, located in Hackensack, New Jersey; The Regency Club, located in Middletown, New York; 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’sJersey; Steuben Arms, located in River Edge, New Jersey; and Westwood Hills, located in Westwood, New Jersey. FREIT has a 100% owned consolidated subsidiary).ownership interest in each of these properties, except for (i) Pierre Towers, in which FREIT identified Station Place as the replacement propertyhas a 65% ownership interest, and (ii) Westwood Hills, in which FREIT has a 40% ownership interest.

The aggregate purchase price for the Hammel Gardens100% ownership interest in each of the properties is $266,500,000, subject to certain adjustments, including reductions for the amount of certain mortgage loans assumed by the Purchaser aggregating approximately $76,815,000. After taking into account FREIT’s 40% ownership interest in Westwood Hills and 65% ownership interest in Pierre Towers, the sale of all seven apartment properties, if consummated, would result in approximately $208,325,000 in total cash consideration paid to FREIT (subject to adjustments), and would be expected to result in a substantial gain to FREIT (as measured on a GAAP basis).

In connection with the entry into the Purchase and Sale Agreement, the Purchaser delivered in escrow a deposit in the form of an unconditional, irrevocable letter of credit in the amount of $15,000,000. Such deposit is non-refundable, except in connection with the termination of the Purchase and Sale Agreement in certain circumstances.

Pursuant to the Purchase and Sale Agreement, the Purchaser has agreed to assume, subject to lender approval, the outstanding mortgage loans on the Berdan Court and Pierre Towers properties. In the event one or both of such mortgage loans are not assumed, then the Purchase and Sale Agreement will be deemed to be terminated solely as to the property locatedor properties associated with the mortgage loan or loans that are not assumed by the Purchaser, such property or properties will be excluded from the transaction, and the purchase price will be reduced by an amount equal to the amount(s) allocated to such property or properties in Maywood, New Jerseythe Purchase and Sale Agreement. In addition, if the ownership structure of Pierre Towers is not converted into a tenancy-in-common on or prior to February 28, 2020, then the Purchase and Sale Agreement will be deemed to be terminated solely as to the Pierre Towers property, such property will be excluded from the transaction, and the purchase price will be reduced by an amount equal to the amount allocated to such property in the Purchase and Sale Agreement. Of the $266,500,000 aggregate purchase price, $42,000,000 has been allocated to Berdan Court, and $80,500,000 has been allocated to Pierre Towers.

The Purchase and Sale Agreement also provides that FREIT sold on June 12, 2017, which completedThe Regency Club may be excluded from the like-kind exchangetransaction (and the purchase price will be reduced by an amount equal to the amount(s) allocated to such property in the Purchase and Sale Agreement) if certain title matters affecting such property are not adequately addressed. Of the $266,500,000 aggregate purchase price, $27,250,000 has been allocated to The Regency Club. These title matters have been adequately addressed, and therefore, the Purchaser may no longer elect to terminate the Purchase and Sale Agreement with respect to The Regency Club pursuant to Section 1031such provision.

As the lender for the mortgage loan on the Pierre Towers has advised the parties that the lender would not agree to an assignment of such mortgage loan to the Purchaser, on February 28, 2020, the Sellers and the Purchaser entered into a First Amendment to the Purchase and Sale Agreement, terminating the Purchase and Sale Agreement solely with respect to the Pierre Towers property. As a result, as provided in the Purchase and Sale Agreement, the total purchase price payable under the Purchase and Sale Agreement was reduced from $266,500,000 to $186,000,000 – a reduction of $80,500,000 (the amount that was allocated to the Pierre Towers property in the Purchase and Sale Agreement) – and the total consideration to be received by FREIT under the Purchase and Sale Agreement was reduced from $208,325,000 to $156,000,000.

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The Board, following the recommendation of the Special Committee of the Board, unanimously approved the Purchase and Sale Agreement and the transactions contemplated thereby. The closing of the transactions contemplated by the Purchase and Sale Agreement is expected to occur in the second calendar quarter of 2020. During the quarter ended January 31, 2020, the Special Committee of the Board incurred approximately $3,382,000 of expenses related to its activities.

The closing of the Purchase and Sale Agreement is subject to various conditions, including the approval of the Purchase and Sale Agreement and the transactions contemplated thereby by a majority of the votes cast by the holders of the outstanding shares of beneficial interest of the Trust (“Shares”) present in person or represented by proxy at a meeting of the Trust’s shareholders at which a quorum is present. Concurrently with the execution of the Purchase and Sale Agreement, the Trustees of the Trust entered into voting agreements with the Purchaser pursuant to which, among other things, the Trustees agreed to vote an aggregate of 872,812 Shares held by them and over which they have voting control, which represent approximately 12.7% of the issued and outstanding Shares, in favor of the approval of the Purchase and Sale Agreement and the transactions contemplated thereby.

The parties’ respective obligations under the Purchase and Sale Agreement are subject to certain additional customary conditions. There is no due diligence or financing contingency.

The Purchase and Sale Agreement contains customary termination rights, including the right of either the Sellers or the Purchaser to terminate the agreement if the closing has not occurred on or before June 14, 2020. In the event that the Purchase and Sale Agreement is terminated in certain circumstances, the Trust will be required to pay the Purchaser a termination fee of $3.5 million and/or reimburse the Purchaser for certain out-of-pocket expenses (subject to a cap of $2 million).

The Purchase and Sale Agreement contains various representations, warranties and covenants of the parties customary for a transaction of this nature. Until the earlier of the termination of the Purchase and Sale Agreement and the closing of the Purchase and Sale Agreement, the Sellers will conduct their respective businesses with respect to the applicable properties in the ordinary course of business consistent with past practice.

The Purchase and Sale Agreement provides that the Trust will convene a meeting of its shareholders for the purpose of approving the Purchase and Sale Agreement and the transactions contemplated thereby.

The Purchase and Sale Agreement provides that following the closing of the Purchase and Sale Agreement, the Sellers, on the one hand, and the Purchaser, on the other hand, will indemnify one another for certain liabilities, subject to certain limitations.

On January 14, 2020, in connection with entering into the Purchase and Sale Agreement, FREIT and Hekemian & Co., Inc. (“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 will become effective if, and only if, the Plan of Liquidation becomes effective (See Notes 7 and 8 to FREIT’s condensed consolidated financial statements for further details).

On February 28, 2020, the ownership structure of Pierre Towers was reorganized into a tenancy-in-common. (See Note 16 to FREIT’s condensed consolidated financial statements for further details.)

Note 7 – Adoption of Plan of Liquidation:

On January 14, 2020, the Board adopted a Plan of Voluntary Liquidation with respect to FREIT (the “Plan of Liquidation”), which provides for the voluntary dissolution, termination and liquidation of FREIT by the sale, conveyance, transfer or delivery of all of FREIT’s remaining assets in accordance with the terms and conditions of the Plan of Liquidation and the Internal Revenue Code. Station Place is partCode of 1986, as amended, and the Treasury regulations thereunder. The Plan of Liquidation will become effective upon (i) approval by a majority of the votes cast by FREIT’s shareholders present in person or represented by proxy at a duly called meeting of FREIT’s residential segment. The acquisition cost was $19,550,000 (inclusive of approximately $550,000 of transaction costs capitalized as partshareholders at which a quorum is present and (ii) the consummation of the asset acquisition), which was funded in part with $7 million in nettransactions contemplated by the Purchase and Sale Agreement (See Note 6 to FREIT’s condensed consolidated financial statements for further details).

Upon the effectiveness of the Plan of Liquidation and pursuant thereto, FREIT is authorized to sell, or otherwise dispose of, all of FREIT’s remaining assets for cash, notes or such other assets, upon such terms as the Board may deem advisable, and without further approval of FREIT’s shareholders.

The Plan of Liquidation provides that the proceeds from sales and dispositions of FREIT’s assets may be utilized to pay or create a reserve fund for the salepayment of, or otherwise adequately provide for, all of the Hammel Gardens property,liabilities and obligations of FREIT, and will pay all expenses incidental to the Plan of Liquidation, including all counsel fees, accountants’ fees, advisory fees and such other fees and taxes as are necessary to effectuate the Plan of Liquidation. In addition, FREIT will distribute the remaining balanceassets of $12,350,000 (inclusiveFREIT, either in cash or in kind, to FREIT’s shareholders in cancellation or redemption of their Shares in one or more distributions.

The Plan of Liquidation further provides that upon a determination of the transaction costs) was funded by Station PlaceBoard, FREIT may transfer any remaining assets, including any reserve fund or other cash on Monmouth, LLC through long-term financing for this property from Provident Bank.hand, and liabilities to a liquidating trust (or other liquidating entity) and simultaneously with such transfer and assignment, shares of beneficial interests in such liquidating trust (or other liquidating entity) will be deemed distributed to each of FREIT’s shareholders.

The acquisition costUpon the adoption of $19.6 million has been allocated as follows: $10.8 million to the buildingPlan of Liquidation, FREIT will cease reporting on the going concern basis of accounting and $8.8 million toreporting, and thereafter will report on the land.liquidation basis of accounting and reporting.

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Note 68 - Management agreement, fees and transactions with related party:

Hekemian & Co., Inc. (“Hekemian”) currently manages all the properties owned by FREIT and its affiliates, except for the office building at The Rotunda located in Baltimore, Maryland, which is managed by an independent third party management company. The management agreement withbetween FREIT and Hekemian effectivedated as of November 1, 2001 (“Management Agreement”) expires on October 31, 2021, and is automatically renewed for successive periods of two years unless either party gives not less than six (6) months prior notice of non-renewal.

On January 14, 2020, in connection with entering into the Purchase and Sale Agreement (See Note 6 to FREIT’s condensed consolidated financial statements for further details), FREIT and Hekemian entered into a First Amendment to Management Agreement (the “First Amendment”), which amends the Management Agreement. The First Amendment will become effective if, and only if, the Plan of Liquidation becomes effective (See Note 7 to FREIT’s condensed consolidated financial statements for further details). The First Amendment provides that upon the closing of any sale or other disposition of FREIT’s entire direct or indirect interest in each real property owned directly or indirectly, in whole or in part, by FREIT (each a “Trust Property”), whether pursuant to the Purchase and Sale Agreement or otherwise in furtherance of the Plan of Liquidation, (a) the Management Agreement will automatically terminate and be of no further force or effect with respect to such Trust Property and (b) FREIT will pay to Hekemian (i) any and all commissions and fees for management services and reimbursement required to be paid by FREIT pursuant to the Management Agreement in respect of the applicable Trust Property up to the termination date, calculated on a pro rata basis, plus (ii) a termination fee in respect to such Trust Property equal to the product of (x) the Trust’s direct or indirect percentage ownership interest in such Trust Property, multiplied by (y) 1.25, multiplied by (z) one (1) year’s Base Management Fee (as defined in the Management Agreement and First Amendment) in respect of such Trust Property.

In addition, the First Amendment amends the Management Agreement to provide that upon the closing of any sale or other disposition of FREIT’s entire direct or indirect interest in each Trust Property, whether pursuant to the Purchase and Sale Agreement or otherwise in furtherance of the Plan of Liquidation, FREIT will pay to Hekemian a sales fee equal to 1.65% of the sales price for such Trust Property (reduced from the existing range of 2.5% to 4.5% in the Management Agreement); provided, however, that in the event that a Trust Property is not wholly owned, directly or indirectly, by FREIT, the sales fee payable to Hekemian will only be payable in respect of FREIT’s percentage ownership share of the applicable Trust Property.

The First Amendment provides that the foregoing fees will be paid in lieu of, and will supersede in their entirety, any other payments which otherwise would be payable to Hekemian under the Management Agreement arising out of or attributable to the sale or other disposition of FREIT’s entire direct or indirect interest in each Trust Property or the termination of the Management Agreement in respect of such Trust Property (including, without limitation, any Termination Fee, M&A Termination Fee or Sale of Property Fee under the Management Agreement (each as defined in the Management Agreement)).

The Management Agreement requires the payment of management fees equal to 4% to 5% of rents collected. SuchManagement fees, charged to operations, were approximately $619,000$699,000 and $575,000$619,000 for the three months ended January 31, 20192020 and 2018,2019, respectively. In addition, the management agreement provides for the payment to Hekemian of leasing commissions, as well as the reimbursement of operating expenses incurred on behalf of FREIT. Such commissions and reimbursements amounted to approximately $133,000$475,000 and $141,000$133,000 for the three months ended January 31, 2020 and 2019, and 2018, respectively. The management agreement expires on October 31, 2019, and is automatically renewed for successive periods of two years unless either party gives not less than six (6) months prior notice of non-renewal.

FREIT also uses the resources of the Hekemian insurance department to secure various insurance coverages for its properties and subsidiaries. Hekemian is paid a commission for these services. Such commissions were charged to operations and amounted to approximately $29,000$51,000 and $31,000$29,000 for the three months ended January 31, 2020 and 2019, and 2018, respectively.

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From time to time, FREIT engages Hekemian to provide additional services, such as consulting services related to development, property sales and financing activities of FREIT. Separate fee arrangements aremay be negotiated between Hekemian and FREIT with respect to such additional services. SuchThere we no such fees incurred during the three months ended January 31, 20192020 and 2018 were approximately $0 and $762,500, respectively. Fees incurred during the three months ended January 31, 2018 related to commissions to Hekemian for the purchase of the Station Place property in the amount of $522,500 and commissions related to the refinancing of the Pierre Towers, LLC loan in the amount of $240,000.

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. 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 revision to the scope of the Rotunda redevelopment project. Grande Rotunda, LLC paid $500,000 of this fee to Resources in Fiscal 2013 and the balance of $900,000 became due upon the issuance of a certificate of occupancy 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 in connection with the refinancing of the Wells Fargo construction loan for the Rotunda property with a new loan from Aareal Capital Corporation. Additionally, Grande Rotunda, LLC paid Resources the amount 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.2019.

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, 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. Allan Tubin, Chief Financial Officer and Treasurer of the Trust, is the former Chairman and Chief ExecutiveFinancial Officer of FREIT. Mr. Hekemian retired as Chairman and Chief Executive Officer of FREIT effective upon the conclusion of FREIT’s 2018 Annual Meeting of Shareholders held on April 5, 2018 (the “2018 Annual Meeting”). Robert S. Hekemian, Jr., the President of Hekemian, is a Trustee of FREIT, and succeeded Robert S. Hekemian as Chief Executive Officer of FREIT effective upon the conclusion of the 2018 Annual Meeting. Robert S. Hekemian, Jr. was later appointed as the President of FREIT in February 2019, and as a result he holds the offices of both Chief Executive Officer and President of FREIT. David Hekemian, a Principal of Hekemian, was elected as a Trustee of FREIT at the 2018 Annual Meeting.Hekemian.

Trustee fee expense (including interest) incurred by FREIT for the three months ended January 31, 20192020 and 20182019 was approximately $60,000$21,000 and $136,000,$60,000, respectively, for Robert S. Hekemian, $95,000$119,000 and $14,000,$95,000, respectively, for Robert S. Hekemian, Jr., $8,000 and $12,000$0, respectively, for Allan Tubin and $0,$16,000 and $12,000, respectively, for David Hekemian (See Note 1214 to FREIT’s condensed consolidated financial statements).

Pursuant to

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Effective upon the terms oflate Robert S. Hekemian’s retirement as Chairman, Chief Executive Officer and as a Trustee on April 5, 2018, FREIT entered into a Consulting Agreement between Robert S.with Mr. Hekemian, andpursuant to which Mr. Hekemian provided consulting services to the Trust Mr. Hekemian will continue to serve the Trust in a consulting capacity effective April 5, 2018.through December 2019. The Consulting Agreement has a term of four years and obligesobliged Mr. Hekemian to provide advice and consultation with respect to matters pertaining to FREITthe Trust and its subsidiaries, affiliates, assets and business, for no fewer than 30 hours per month during the term of the agreement. FREIT will paypaid Mr. Hekemian a consulting fee of $5,000 per month during the term of the Consulting Agreement, which shall bewas 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 will bewas 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 iswas payable. For the three months ended January 31, 20192020 and 2018,2019, consulting fee expense for Robert S. Hekemian was approximately $15,000$8,000 and $0,$15,000, respectively.

Rotunda 100, LLC owns a 40% minority equity interest in Grande Rotunda, LLC and FREIT owns a 60% equity interest in Grande Rotunda, LLC. Damascus 100, LLC owns a 30% minority equity interest in Damascus Centre, LLC and FREIT owns a 70% equity interest in Damascus Centre, LLC. The equity owners of Rotunda 100, LLC and Damascus 100, LLC are principally employees of Hekemian. To incentivize the employees of Hekemian, FREIT advanced, only to employees of Hekemian, up to 50% of the amount of the equity contributions that the Hekemian employees were required to invest in Rotunda 100, LLC and Damascus 100, LLC. These advances were in the form of secured loans that bear interest at rates that float at 225 basis points over the ninety (90) day LIBOR, as adjusted each November 1, February 1, May 1 and August 1. These loans are secured by the Hekemian employees’ interests in Rotunda 100 and Damascus 100, and are full recourse loans. The notes originally had maturity dates at the earlier of (a) ten (10) years after issue (Grande Rotunda, LLC – 6/19/2015, Damascus Centre, LLC – 9/30/2016)2015), or, (b) at the election of FREIT, ninety (90) days after the borrower terminates employment with Hekemian, at which time all outstanding unpaid principal and interest is due. 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 are 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 the fourth quarter of Fiscal 2018, the Damascus 100 members repaid their secured notes outstanding in full for a total payment of $1,870,000, which was composed of principal in the amount of $1,451,000 and accrued interest in the amount of approximately $419,000. As of January 31, 2019, and October 31, 2018, only the principal and accrued interest on the secured notes receivable with Rotunda 100 members was outstanding. As such, theThe aggregate outstanding principal balance of the Rotunda 100 notes was $4,000,000 at both January 31, 20192020, and October 31, 2018.2019. The accrued but unpaid interest related to these notes as of January 31, 20192020 and October 31, 20182019 amounted to approximately $909,000$1,095,000 and $862,000,$1,053,000, respectively, and is included in accountssecured loans receivable on the accompanying condensed consolidated balance sheets.

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In Fiscal 2017, Grande Rotunda, LLC incurred substantial expenditures at the Rotunda property 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, LLC. As of January 31, 20192020 and October 31, 2018,2019, Rotunda 100 has funded Grande Rotunda, LLC with approximately $5.5$5.8 million and $5.4$5.7 million (including interest), respectively, which is included in “Due to affiliate” on the accompanying condensed consolidated balance sheets.

 

Note 79 – Mortgage financings and line of credit:

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 loan, secured by an apartment building located in Wayne, New Jersey, 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. 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.

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 has a maturity date of May 1, 2020. FREIT is currently working with the lender to extend the loan. Until such time as a definitive agreement providing for an extension of the loan is entered into, there can be no assurance the loan will be extended.

On February 7, 2018, Grande Rotunda, LLC 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 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 6 to FREIT’s condensed 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. As part of this transaction, Grande Rotunda, LLC 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. As of January 31, 2019,2020, approximately $118.5 million of this loan facility was drawn down and the interest rate was approximately 5.36%4.59%.

On January 8, 2018, Pierre Towers,February 28, 2020, Grande Rotunda, LLC (“Pierre Towers”), (which is owned by S And A Commercial Associates Limited Partnership (“S&A”), 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. Pierre Towers paid New York Life Insurance a good faith deposit in the amount of $960,000 and was reimbursed by New York Life when the loan was closed in January 2018. The new loan has a term of ten years and bears a fixedpurchased an interest rate equal to 3.88%. Interest-only payments are required each monthcap on LIBOR for the first five yearsfull amount that can be drawn on this loan of $121.9 million, capping the term and thereafter, principal payments plus accrued interest will be required each month through maturity.one-month LIBOR rate at 3% for one year. This refinancing resulted in: (i) a reduction in the annual interest rate from a fixed ratecap has an effective date of 5.38% to a fixed rate of 3.88%;March 5, 2020 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.

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 (see Note 5 to FREIT’s condensed consolidated financial statements). 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 DecemberMarch 5, 2021.

Page 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.

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 guarantees $2,350,000 of the outstanding principal balance of the loan; and (ii) the loan’s Debt Service Coverage Ratio (“DSCR”) covenants are reduced to a single test that will be tested semi-annually (commencing with the six-month period ending April 30, 2019) and require a DSCR of 1.2 / 1.0 based on actual debt service. Prior to this modification, the loan’s DSCR covenants were calculated using the greater of the actual debt service or other hypothetical debt service measures, as provided in the loan agreement, that were to be tested quarterly. As previously disclosed in FREIT’s current report on Form 8-K filed with the SEC on January 24, 2019, Station Place had not been in compliance with the loan covenants as of October 31, 2018, and the modification waives all previous non-compliance. 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.Index

On October 27, 2017, FREIT’s revolving line of credit provided by the Provident Bank was renewed for a three-year term ending on October 27, 2020 at which point no further advances shall be permitted and provided the line of credit is not renewed by the lender, the outstanding principal balance of the line of credit shall convert to a commercial term loan maturing on October 31, 2022. 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 was increased from $12.8 million to $13 million and the interest rate on the amount outstanding will be at a floating rate of 275 basis points over the 30-day LIBOR with a floor of 3.75%. As of January 31, 20192020 and October 31, 2018,2019, there was no amount outstanding and $13 million was available under the line of credit.

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Note 810 – Fair value of long-term debt:

The following table shows the estimated fair value and net carrying value of FREIT’s long-term debt at January 31, 20192020 and October 31, 2018:2019:

 

($ in Millions) January 31, 2019 October 31, 2018  January 31, 2020 October 31, 2019
         
Fair Value $342.2  $338.3  $353.9 $352.9
            
Carrying Value $346.2  $347.0 
Carrying Value, NetCarrying Value, Net$349.1 $349.9

 

Fair values are estimated based on market interest rates at January 31, 20192020 and October 31, 20182019 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).

Note 911 - Segment information:

FREIT has determined that it has two reportable segments: commercial properties and residential properties. These reportable segments offer different types of space, have different types of tenants, and are managed separately because each requires different operating strategies and management expertise. The commercial segment is comprised of eight (8) properties excludingand the land and building formerly occupied as a Pathmark supermarket in Patchogue, New York, which was sold on February 8, 2019 (see Note 13 to FREIT’s condensed consolidated financial statements). The residential segment is comprised of eight (8) properties.

The accounting policies of the segments are the same as those described in Note 1 in FREIT’s Annual Report on Form 10-K for the fiscal year ended October 31, 2018.2019. The chief operating and decision-making group of FREIT's commercial segment, residential segment and corporate/other is comprised of FREIT’s Board of Trustees (“Board”).Trustees.

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

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Real estate rental revenue, operating expenses, NOI and recurring capital improvements for the reportable segments are summarized below and reconciled to condensed consolidated net (loss) income (loss) attributable to common equity for the three month periods ended January 31, 20192020 and 2018.2019. Asset information is not reported since FREIT does not use this measure to assess performance.

 

  Three Months Ended 
  January 31, 
  2019  2018 
  (In Thousands of Dollars) 
Real estate rental revenue:        
Commercial $6,627  $6,303 
Residential  8,234   7,793 
Total real estate rental revenue  14,861   14,096 
         
Real estate operating expenses:        
Commercial  2,831   3,037 
Residential  3,495   3,716 
Total real estate operating expenses  6,326   6,753 
         
Net operating income:        
Commercial  3,796   3,266 
Residential  4,739   4,077 
Total net operating income $8,535  $7,343 
         
         
Recurring capital improvements - residential $(124) $(111)
         
         
Reconciliation to condensed consolidated net income (loss) attributable to common equity:
Segment NOI $8,535  $7,343 
Deferred rents - straight lining  67   98 
Investment income  71   55 
Unrealized loss on interest rate cap contract  (154)   
General and administrative expenses  (608)  (553)
Depreciation  (2,824)  (2,711)
Financing costs  (4,652)  (5,152)
Net income (loss)  435   (920)
    Net loss attributable to noncontrolling interests in subsidiaries  24   563 
Net income (loss) attributable to common equity $459  $(357)

  Three Months Ended 
  January 31, 
  2020  2019 
  (In Thousands of Dollars) 
Real estate rental revenue:        
Commercial $7,014  $6,627 
Residential  8,516   8,234 
Total real estate rental revenue  15,530   14,861 
         
Real estate operating expenses:        
Commercial  2,724   2,831 
Residential  3,641   3,495 
Total real estate operating expenses  6,365   6,326 
         
Net operating income:        
Commercial  4,290   3,796 
Residential  4,875   4,739 
Total net operating income $9,165  $8,535 
         
         
Recurring capital improvements - residential $(96) $(124)
         
         
Reconciliation to condensed consolidated net (loss) income attributable to common equity:        
Segment NOI $9,165  $8,535 
Deferred rents - straight lining  63   67 
Investment income  72   71 
Unrealized loss on interest rate cap contract     (154)
General and administrative expenses  (772)  (608)
Special committee expenses  (3,382)   
Depreciation  (2,932)  (2,824)
Financing costs  (4,235)  (4,652)
Net (loss) income  (2,021)  435 
    Net (income) loss attributable to noncontrolling interests in subsidiaries  (241)  24 
Net (loss) income attributable to common equity $(2,262) $459 

 

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Note 1012 – 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, 2019.2020. Accordingly, no provision for federal or state income taxes related to such ordinary taxable income was recorded in FREIT’s condensed consolidated financial statements.

There was noFREIT distributed 100% of its ordinary taxable income and 100% of its capital gain from the sale of the Patchogue, New York property to its shareholders as dividends for the fiscal year ended October 31, 2018 for FREIT to distribute to its shareholders. As described in Note 5 to FREIT’s condensed consolidated financial statements, FREIT completed a like-kind exchange with respect to the sale of the Hammel Gardens property in Maywood, New Jersey property, which was sold on June 12, 2017 resulting in a capital gain of approximately $15.4 million. The tax basis of Station Place in Red Bank, New Jersey, which was the replacement property in the like-kind exchange, was approximately $18.9 million lower than the acquisition cost of approximately $19.6 million recorded for financial reporting purposes.2019. Accordingly, no provision for federal or state income taxes related to such ordinary taxable income and such gain was recorded in FREIT’s condensed consolidated financial statements for the fiscal year ended October 31, 2018.2019.

As of January 31, 2019,2020, FREIT had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended October 31, 20162017 remain open to examination by the major taxing jurisdictions to which FREIT is subject.

 

Note 1113 – Stock option plan:

On September 4, 2014, the Board approved the grant of an aggregate of 246,000 non-qualified share options under FREIT’s Equity Incentive Plan (“the Plan”) to certain FREIT executive officers, the members of the Board and certain employees of Hekemian & Co., Inc., FREIT’s managing agent. The options have an exercise price of $18.45 per share, will vest in equal annual installments over a 5-year periodfully vested on September 3, 2019 and will expire 10 years from the date of grant, which will be September 3, 2024.

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.

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On April 5, 2018, FREIT shareholdersMarch 4, 2019, the Board approved the grant of an amendmentaggregate of 5,000 non-qualified share options under the Plan to the Plan reservingChairman of the Board. The options have an additional 300,000 shares for issuance underexercise price of $15.00 per share, will vest in equal annual installments over a 5-year period and will expire 10 years from the Plan. date of grant, which will be March 3, 2029.

As of January 31, 2019, 447,0602020, 442,060 shares are available for issuance under the Plan.

The following table summarizes stock option activity for the three-month period ended January 31, 2019:2020:

 

 No. of Options Weighted Average  No. of Options Weighted Average 
 Outstanding Exercise Price  Outstanding Exercise Price 
Options outstanding beginning of period  305,780  $18.40   310,740  $18.35 
Options granted during period            
Options forfeited/cancelled during period  (40)  18.45       
Options outstanding end of period  305,740  $18.40   310,740  $18.35 
Options vested and expected to vest  299,140       308,310     
Options exercisable at end of period  200,260       260,140     

For the three-month periods ended January 31, 20192020 and 2018,2019, compensation expense related to stock options granted amounted to approximately $34,000$12,000 and $31,000,$34,000, respectively. At January 31, 2019,2020, there was approximately $194,000$106,000 of unrecognized compensation cost relating to outstanding non-vested stock options to be recognized over the remaining weighted average vesting period of approximately 2.42.9 years.

The aggregate intrinsic value of options vested and expected to vest at January 31, 2019 was approximately $11,000. There was no aggregate intrinsic value ofand options exercisable at January 31, 2019 as the exercise price of the vested options2020 was greater than the market or average share price.approximately $1,897,000 and $1,538,000, respectively.

Note 1214 – Deferred fee plan:

On September 4, 2014, the Board approved amendments, effective November 1, 2014, to the FREIT Deferred Fee Plan for its Executive Officers and Trustees, one of which provides for the issuance of share units payable in FREIT shares in respect of (i) deferred amounts of all Trustee fees on a prospective basis; (ii) interest on Trustee 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 determined by the closing price of FREIT shares on the date as set forth in the Deferred Fee Plan.

All fees payable to Trustees for the three-month periods ended January 31, 20192020 and 20182019 were deferred under the Deferred Fee Plan except for fees payable to one Trustee, who elected to receive such fees in cash. As a result of the amendment to the Deferred Fee Plan described above, for the three-month periods ended January 31, 20192020 and 2018,2019, the aggregate amounts of deferred Trustee fees together with related interest and dividends were approximately $238,200$203,000 and $201,000,$238,200, respectively, which have been paid through the issuance of 15,2049,230 and 13,28915,204 vested FREIT share units, respectively, based on the closing price of FREIT shares on the dates as set forth in the Deferred Fee Plan.

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For the three-month periods ended January 31, 20192020 and 2018,2019, FREIT has charged as expense approximately $212,600$203,000 and $201,000,$212,600, respectively, representing deferred Trustee fees and interest, and the balance of approximately $25,600$0 and $0,$25,600, respectively, representing dividends payable in respect of share units allocated to Plan participants, has been charged to equity.

Note 13 – Subsequent events:

On February 8, 2019, FREIT sold a commercial building, formerly occupiedThe Deferred Fee Plan, 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 (and is presented as held for sale on the condensed consolidated balance sheetamended, provides that cumulative fees together with accrued interest deferred as of January 31, 2019), resultedNovember 1, 2014 will be paid in a capital gainlump sum or in annual installments over a period not to exceed 10 years, at the election of approximately $0.8 million (onthe 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 GAAP basis) net of sales fees and commissions. Net cash proceeds of approximately $2 million were realized after paying off the related mortgage on this propertysingle lump sum in the amount of approximately $5.2$4.8 million. The saleAs of this property eliminates an operating lossJanuary 31, 2020 and October 31, 2019, approximately $1,630,000 and $4,422,000, respectively, of fees has been deferred together with accrued interest of approximately $0.8 million ($0.12 per share) incurred, annually, since Pathmark vacated$1,161,000 and $3,188,000, respectively.

Note 15 – Rental Income:

Commercial tenants:

As discussed in December 2015.Note 2, fixed lease income under our operating leases generally includes fixed minimum lease consideration and fixed CAM reimbursements which are 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.

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Minimum fixed lease consideration (in thousands of dollars) under non-cancelable tenant operating leases for each of the next five years and thereafter, excluding variable lease consideration, for the years ending October 31, as of January 31, 2020, is as follows:

Year Ending October 31, Amount
  2020* 20,010
2021  18,981
2022  15,705
2023  13,074
2024  10,928
Thereafter  46,518
Total $125,216
    
*Amount represents full fiscal year

The above amounts assume that all leases which expire are not renewed and, accordingly, neither minimal rentals 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 the three-months periods ended January 31, 2020 and 2019 were not material.

Residential tenants:

Lease terms for residential tenants are usually one to two years.

Note 16 – Subsequent Events:

Westwood Plaza Purchase Agreement

On February 7, 2019, Donald W. Barney retired and resigned as President, Chief Financial Officer, Treasurer and13, 2020, FREIT entered into a TrusteePurchase Agreement (the “Purchase Agreement”) with an unaffiliated third party (the “Purchaser”), providing for the sale by the Trust of First Real Estate Investment Trust ofits Westwood Plaza shopping center located in Westwood, New Jersey (the “Trust”“Property”). The Board of Trustees appointed Allan Tubin as Chief Financial Officer to the Purchaser, subject to the terms and Treasurerconditions of the TrustPurchase Agreement.

The purchase price for the Property is $26,000,000, subject to certain adjustments and Robert S. Hekemian, Jr.prorations as Presidentset forth in the Purchase Agreement. In connection with the execution of the Trust.Purchase Agreement, the Purchaser has provided a deposit in the amount of $1,000,000 (the “Deposit”), which is being held in escrow by the title company.

The Purchase Agreement provides that the Purchaser has a 30-day period from the effective date of the Purchase Agreement to conduct due diligence with respect to the Property (the “Due Diligence Period”). Prior to the expiration of the Due Diligence Period, the Purchaser has the right, in the Purchaser’s sole and absolute discretion, to determine whether or not to proceed with the purchase of the Property. The Purchaser may determine not to proceed with the purchase of the Property for any reason or no reason whatsoever prior to the expiration of the Due Diligence Period. In the event that the Purchaser determines not to proceed with the purchase of the Property prior to the expiration of the Due Diligence Period, then the Purchase Agreement shall terminate and the Deposit shall be returned to the Purchaser.

The Purchase Agreement contains various representations, warranties and covenants of the parties customary for a transaction of this nature. The closing of the Purchase Agreement is subject to certain customary conditions. The Purchase Agreement further provides that between the effective date of the Purchase Agreement and the closing of the Purchase Agreement, the Trust shall not list the Property with any broker or otherwise solicit, make or accept any offer to sell the Property, or engage in discussions or negotiations with any third party with respect to the sale or other disposition or financing of the Property or enter into any contract with respect to the sale or other disposition or financing of the Property.

Pierre Towers Tenancy-In-Common Formation

On March 4, 2019,February 28, 2020, the Board approvedownership structure of Pierre Towers was reorganized from a limited partnership into a tenancy-in-common. Based on this new structure, each tenant in common holds a separate and undivided interest in 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.

property.

 

 

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

 

 

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

 

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

Although FREIT believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those projected. Such factors include, but are not limited to the following: general economic and business conditions, 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. The risks with respect to the development of real estate include: increased construction costs, inability to obtain construction financing, or unfavorable terms of financing that may be available, unforeseen construction delays and the failure to complete construction within budget.

 

OVERVIEW

FREIT is an equity real estate investment trust (“REIT”) that is self-administered and externally managed. FREIT owns a portfolio of residential apartment and commercial properties. 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 reimbursements derived from operating commercial properties. FREIT’s properties are primarily located in northern New Jersey, Maryland and New York. FREIT acquires existing properties for investment and properties that FREIT believes have redevelopment potential through changes and capital improvements to these properties. FREIT develops and constructs properties on its vacant land. FREIT’s policy is to acquire and develop real property for long-term investment.

The economic and financial environment: The U.S. economy grew throughout 2018 at an average annualized rate of 3.4%, which is2.1% in the strongest average annualized growth rate since the thirdfourth quarter of 2014.2019. Employment remains healthy with an unemployment rate at 4%3.6% in January 20192020 and real income continues to grow at a solid pace. If the U.S. economy continues to improve,improves, the Federal Reserve may continue to increase lending rates which may affect the refinancing of mortgages coming due in the short-term and borrowings for other purposes. There could also be a pandemic of the coronavirus that could have an adverse impact on the economy and FREIT’s retail tenants.

Residential Properties: FREIT has aggressively increased rental rates on its stabilized properties. As a result,properties resulting in FREIT’s rental rates continuerevenues continuing to show year-over-year increases.increases at most of its properties. FREIT expects increases in rental rates to taper; however, the increased rental rates that are in place should positively impact future revenues.

Commercial Properties: There continues to be uncertainty in the retail environment that could have an adverse impact on FREIT’s retail tenants, which could have an adverse impact on FREIT.

Special Committee Formation: On March 28, 2019, FREIT announced that its Board established a Special Committee to explore strategic alternatives focusing on maximizing shareholder value. The Special Committee is comprised solely of independent Trustees and is 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 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 are Ronald J. Artinian, Richard J. Aslanian, David F. McBride and Justin F. Meng, who serves as the Chairman of the Special Committee. The Special Committee has engaged HFF Securities L.P. as the Special Committee’s financial advisor, and the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel to the Special Committee. There can be no assurance that the Special Committee’s exploration of potential strategic transactions will result in any transaction being consummated. FREIT does not intend to discuss or disclose any developments with respect to the Special Committee’s functions or activity, unless and until otherwise determined that further disclosure is appropriate or required by regulation or law. There is no formal timetable for the Special Committee’s completion of its exploration of potential strategic transactions.

Purchase and Sale Agreement: On January 14, 2020, FREIT and certain of its affiliates (collectively, the “Sellers”), entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with an affiliate of the Kushner Companies (the “Purchaser”), pursuant to which the Sellers will sell to the Purchaser 100% of Sellers’ ownership interests in seven apartment 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.

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The Purchase and Sale Agreement provides for the sale of the following seven properties: Berdan Court, located in Wayne, New Jersey; The Boulders at Rockaway, located in Rockaway, New Jersey; Pierre Towers, located in Hackensack, New Jersey; The Regency Club, located in Middletown, New York; Station Place, located in Red Bank, New Jersey; Steuben Arms, located in River Edge, New Jersey; and Westwood Hills, located in Westwood, New Jersey. FREIT has a 100% ownership interest in each of these properties, except for (i) Pierre Towers, in which FREIT has a 65% ownership interest, and (ii) Westwood Hills, in which FREIT has a 40% ownership interest.

The aggregate purchase price for the 100% ownership interest in each of the properties is $266,500,000, subject to certain adjustments, including reductions for the amount of certain mortgage loans assumed by the Purchaser aggregating approximately $76,815,000. After taking into account FREIT’s 40% ownership interest in Westwood Hills and 65% ownership interest in Pierre Towers, the sale of all seven apartment properties, if consummated, would result in approximately $208,325,000 in total cash consideration paid to FREIT (subject to adjustments), and would be expected to result in a substantial gain to FREIT (as measured on a GAAP basis).

In connection with the entry into the Purchase and Sale Agreement, the Purchaser delivered in escrow a deposit in the form of an unconditional, irrevocable letter of credit in the amount of $15,000,000. Such deposit is non-refundable, except in connection with the termination of the Purchase and Sale Agreement in certain circumstances.

Pursuant to the Purchase and Sale Agreement, the Purchaser has agreed to assume, subject to lender approval, the outstanding mortgage loans on the Berdan Court and Pierre Towers properties. In the event one or both of such mortgage loans are not assumed, then the Purchase and Sale Agreement will be deemed to be terminated solely as to the property or properties associated with the mortgage loan or loans that are not assumed by the Purchaser, such property or properties will be excluded from the transaction, and the purchase price will be reduced by an amount equal to the amount(s) allocated to such property or properties in the Purchase and Sale Agreement. In addition, if the ownership structure of Pierre Towers is not converted into a tenancy-in-common on or prior to February 28, 2020, then the Purchase and Sale Agreement will be deemed to be terminated solely as to the Pierre Towers property, such property will be excluded from the transaction, and the purchase price will be reduced by an amount equal to the amount allocated to such property in the Purchase and Sale Agreement. Of the $266,500,000 aggregate purchase price, $42,000,000 has been allocated to Berdan Court, and $80,500,000 has been allocated to Pierre Towers.

The Purchase and Sale Agreement also provides that The Regency Club may be excluded from the transaction (and the purchase price will be reduced by an amount equal to the amount(s) allocated to such property in the Purchase and Sale Agreement) if certain title matters affecting such property are not adequately addressed. Of the $266,500,000 aggregate purchase price, $27,250,000 has been allocated to The Regency Club. These title matters have been adequately addressed, and therefore, the Purchaser may no longer elect to terminate the Purchase and Sale Agreement with respect to The Regency Club pursuant to such provision.

As the lender for the mortgage loan on the Pierre Towers property has advised the parties that the lender would not agree to an assignment of such mortgage loan to the Purchaser, on February 28, 2020, the Sellers and the Purchaser entered into a First Amendment to the Purchase and Sale Agreement, terminating the Purchase and Sale Agreement solely with respect to the Pierre Towers property. As a result, as provided in the Purchase and Sale Agreement, the total purchase price payable under the Purchase and Sale Agreement was reduced from $266,500,000 to $186,000,000 – a reduction of $80,500,000 (the amount that was allocated to the Pierre Towers property in the Purchase and Sale Agreement) – and the total consideration to be received by FREIT under the Purchase and Sale Agreement was reduced from $208,325,000 to $156,000,000.

The Board, following the recommendation of the Special Committee of the Board, unanimously approved the Purchase and Sale Agreement and the transactions contemplated thereby. The closing of the transactions contemplated by the Purchase and Sale Agreement is expected to occur in the second calendar quarter of 2020.

The closing of the Purchase and Sale Agreement is subject to various conditions, including the approval of the Purchase and Sale Agreement and the transactions contemplated thereby by a majority of the votes cast by the holders of the outstanding shares of beneficial interest of the Trust (“Shares”) present in person or represented by proxy at a meeting of the Trust’s shareholders at which a quorum is present. Concurrently with the execution of the Purchase and Sale Agreement, the Trustees of the Trust entered into voting agreements with the Purchaser pursuant to which, among other things, the Trustees agreed to vote an aggregate of 872,812 Shares held by them and over which they have voting control, which represent approximately 12.7% of the issued and outstanding Shares, in favor of the approval of the Purchase and Sale Agreement and the transactions contemplated thereby.

The parties’ respective obligations under the Purchase and Sale Agreement are subject to certain additional customary conditions. There is no due diligence or financing contingency.

The Purchase and Sale Agreement contains customary termination rights, including the right of either the Sellers or the Purchaser to terminate the agreement if the closing has not occurred on or before June 14, 2020. In the event that the Purchase and Sale Agreement is terminated in certain circumstances, the Trust will be required to pay the Purchaser a termination fee of $3.5 million and/or reimburse the Purchaser for certain out-of-pocket expenses (subject to a cap of $2 million).

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The Purchase and Sale Agreement contains various representations, warranties and covenants of the parties customary for a transaction of this nature. Until the earlier of the termination of the Purchase and Sale Agreement and the closing of the Purchase and Sale Agreement, the Sellers will conduct their respective businesses with respect to the applicable properties in the ordinary course of business consistent with past practice.

The Purchase and Sale Agreement provides that the Trust will convene a meeting of its shareholders for the purpose of approving the Purchase and Sale Agreement and the transactions contemplated thereby.

The Purchase and Sale Agreement provides that following the closing of the Purchase and Sale Agreement, the Sellers, on the one hand, and the Purchaser, on the other hand, will indemnify one another for certain liabilities, subject to certain limitations. (See Notes 6 to FREIT’s condensed consolidated financial statements for further details).

On February 28, 2020, the ownership structure of Pierre Towers was reorganized into a tenancy-in-common. (See Note 16 to FREIT’s condensed consolidated financial statements for further details.)

Adoption of Plan of Liquidation:

On January 14, 2020, the Board adopted a Plan of Voluntary Liquidation with respect to FREIT (the “Plan of Liquidation”), which provides for the voluntary dissolution, termination and liquidation of FREIT by the sale, conveyance, transfer or delivery of all of FREIT’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 will become effective upon (i) approval by a majority of the votes cast by FREIT’s shareholders present in person or represented by proxy at a duly called meeting of FREIT’s shareholders at which a quorum is present and (ii) the consummation of the transactions contemplated by the Purchase and Sale Agreement (See Note 6 to FREIT’s condensed consolidated financial statements for further details).

Upon the effectiveness of the Plan of Liquidation and pursuant thereto, FREIT is authorized to sell, or otherwise dispose of, all of FREIT’s remaining assets for cash, notes or such other assets, upon such terms as the Board may deem advisable, and without further approval of FREIT’s shareholders.

The Plan of Liquidation provides that the proceeds from sales and dispositions of FREIT’s assets may be utilized to pay or create a reserve fund for the payment of, or otherwise adequately provide for, all of the liabilities and obligations of FREIT, and will pay all expenses incidental to the Plan of Liquidation, including all counsel fees, accountants’ fees, advisory fees and such other fees and taxes as are necessary to effectuate the Plan of Liquidation. In addition, FREIT will distribute the remaining assets of FREIT, either in cash or in kind, to FREIT’s shareholders in cancellation or redemption of their Shares in one or more distributions.

The Plan of Liquidation further provides that upon a determination of the Board, FREIT may transfer any remaining assets, including any reserve fund or other cash on hand, and liabilities to a liquidating trust (or other liquidating entity) and simultaneously with such transfer and assignment, shares of beneficial interests in such liquidating trust (or other liquidating entity) will be deemed distributed to each of FREIT’s shareholders.

Upon the adoption of the Plan of Liquidation, FREIT will cease reporting on the going concern basis of accounting and reporting, and thereafter will report on the liquidation basis of accounting and reporting. (See Note 7 to FREIT’s condensed consolidated financial statements).

Amendment to Management Agreement:

On January 14, 2020, in connection with entering into the Purchase and Sale Agreement (See Note 6 to FREIT’s condensed consolidated financial statements for further details), FREIT and Hekemian entered into a First Amendment to Management Agreement (the “First Amendment”), which amends the Management Agreement. The First Amendment will become effective if, and only if, the Plan of Liquidation becomes effective (See Note 7 to FREIT’s condensed consolidated financial statements for further details). The First Amendment provides that upon the closing of any sale or other disposition of FREIT’s entire direct or indirect interest in each real property owned directly or indirectly, in whole or in part, by FREIT (each a “Trust Property”), whether pursuant to the Purchase and Sale Agreement or otherwise in furtherance of the Plan of Liquidation, (a) the Management Agreement will automatically terminate and be of no further force or effect with respect to such Trust Property and (b) FREIT will pay to Hekemian (i) any and all commissions and fees for management services and reimbursement required to be paid by FREIT pursuant to the Management Agreement in respect of the applicable Trust Property up to the termination date, calculated on a pro rata basis, plus (ii) a termination fee in respect to such Trust Property equal to the product of (x) the Trust’s direct or indirect percentage ownership interest in such Trust Property, multiplied by (y) 1.25, multiplied by (z) one (1) year’s Base Management Fee (as defined in the Management Agreement and First Amendment) in respect of such Trust Property.

In addition, the First Amendment amends the Management Agreement to provide that upon the closing of any sale or other disposition of FREIT’s entire direct or indirect interest in each Trust Property, whether pursuant to the Purchase and Sale Agreement or otherwise in furtherance of the Plan of Liquidation, FREIT will pay to Hekemian a sales fee equal to 1.65% of the sales price for such Trust Property (reduced from the existing range of 2.5% to 4.5% in the Management Agreement); provided, however, that in the event that a Trust Property is not wholly owned, directly or indirectly, by FREIT, the sales fee payable to Hekemian will only be payable in respect of FREIT’s percentage ownership share of the applicable Trust Property.

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The First Amendment provides that the foregoing fees will be paid in lieu of, and will supersede in their entirety, any other payments which otherwise would be payable to Hekemian under the Management Agreement arising out of or attributable to the sale or other disposition of FREIT’s entire direct or indirect interest in each Trust Property or the termination of the Management Agreement in respect of such Trust Property (including, without limitation, any Termination Fee, M&A Termination Fee or Sale of Property Fee under the Management Agreement (each as defined in the Management Agreement)). (See Note 8 to FREIT’s condensed consolidated financial statements).

Development Projects and Capital Expenditures: FREIT continues to make only those capital expenditures that are absolutely necessary. The constructionretail space at the Rotunda development project began in September 2013 and, with the exception of retail tenant improvements, the redevelopment was substantially completed in the third quarter of Fiscal 2016. By the end of the third quarter of Fiscal 2018, the residential section reached a stabilized level of occupancy of approximately 94%. The retail space continues to lease-up and is approximately 84.9%86.5% leased and 79.3%83.4% occupied as of January 31, 2019.2020. FREIT expects Rotunda’s operations to stabilize in late 2019.2020.

Debt Financing Availability: Financing has been available to FREIT and its affiliates. On February 7, 2018, Grande Rotunda, LLC 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 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 6 to FREIT’s condensed 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. As part of this transaction, Grande Rotunda, LLC 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. As of January 31, 2019,2020, approximately $118.5 million of this loan facility was drawn down and the interest rate was approximately 5.36%4.59%.

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On February 28, 2020, Grande Rotunda, LLC 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 one year. This interest rate cap has an effective date of March 5, 2020 and a maturity date of March 5, 2021.

On January 8, 2018, Pierre Towers,August 26, 2019, Berdan Court, LLC (“Pierre”Berdan Court”), owned(owned 100% by S And A Commercial Associates Limited Partnership (“S&A”)FREIT), which is a consolidated subsidiary, refinanced its $29.1$17 million loan held by State Farm(which matured on September 1, 2019) with a new mortgage loan from New York Life Insurancethe lender in the amount of $48 million. Pierre paid$28,815,000. This loan, secured by an apartment building located in Wayne, New York Life Insurance a good faith deposit in the amount of $960,000, which was reimbursed by New York Life when the loan was closed in January 2018. The new loanJersey, has a term of ten years and bears a fixed interest rate equal to 3.88%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. This refinancing resulted in: (i) a reduction in the annual interest rate from a fixed rate of 5.38%6.09% to a fixed rate of 3.88%;3.54% and (ii) net refinancing proceeds of approximately $17.2$11.6 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.

On December 7, 2017, Station Place on Monmouth, LLCApril 3, 2019, WestFREIT, Corp. (owned 100% by FREIT) closed on a mortgageexercised its option to extend its loan in the amount of $12,350,000 held by ProvidentM&T Bank, to purchasewith a then outstanding balance of approximately $22.5 million, for twelve months. Effective beginning on June 1, 2019, the Station Place property in Red Bank, New Jersey. Interest-only payments areextension of this loan secured by the Westridge Square Shopping Center, required each month for the first two years of the term and thereafter,monthly principal payments of $47,250 plus accrued interest will be required each month through maturity. The loan bearsbased on a floating interest rate equal to 180240 basis points over the one-month BBA LIBOR withand has a maturity date of December 15, 2027. In orderMay 1, 2020. FREIT is currently working with the lender to minimize interest rate volatility duringextend the termloan. Until such time as a definitive agreement providing for an extension of the loan Station Place on Monmouth, LLCis entered into, an interest rate swap agreement that, in effect, convertedthere can be no assurance the floating interest rate to a fixed interest rate of 4.35% over the term of the loan.

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 guarantees $2,350,000 of the outstanding principal balance of the loan; and (ii) the loan’s Debt Service Coverage Ratio (“DSCR”) covenants are reduced to a single test thatloan will be tested semi-annually (commencing with the six-month period ending April 30, 2019) and require a DSCR of 1.2 / 1.0 based on actual debt service. Prior to this modification, the loan’s DSCR covenants were calculated using the greater of the actual debt service or other hypothetical debt service measures, as provided in the loan agreement, that were to be tested quarterly. As previously disclosed in FREIT’s current report on Form 8-K filed with the SEC on January 24, 2019, Station Place had not been in compliance with the loan covenants as of October 31, 2018, and the modification waives all previous non-compliance. 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.extended.

On October 27, 2017, FREIT’s revolving line of credit provided by the Provident Bank was renewed for a three-year term ending on October 27, 2020 at which point no further advances shall be permitted and provided the line of credit is not renewed by the lender, the outstanding principal balance of the line of credit shall convert to a commercial term loan maturing on October 31, 2022. 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 was increased from $12.8 million to $13 million and the interest rate on the amount outstanding will be at a floating rate of 275 basis points over the 30-day LIBOR with a floor of 3.75%. As of January 31, 20192020 and October 31, 2018,2019, there was no amount outstanding and $13 million was available under the line of credit.

In accordance with the loan agreement for each of the loans described above, FREIT may be required to meet or maintain certain financial covenants throughout the term of the loan.

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), real estate taxes, recurring capital improvements at 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 quarterly report on Form 10-Q.

 

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SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

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

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, the preparation of which takes into account estimates based on judgments and assumptions that affect certain amounts and disclosures. Accordingly, actual results could differ from these estimates. The accounting policies and estimates used, which are outlined in Note 1 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2018,2019, have been applied consistently as of January 31, 2019,2020, and for the three months ended January 31, 20192020 and 2018.2019. We believe that the following accounting policies or estimates require the application of management's most difficult, subjective, or complex judgments:

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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: We assessFREIT 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 believeFREIT believes 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 2 to the condensed consolidated financial statements for recently issued accounting standards.

RESULTS OF OPERATIONS

Real estate revenue for the three months ended January 31, 20192020 (“Current Quarter”) increased 5.2%4.5% to $14,928,000,$15,593,000, compared to $14,194,000$14,928,000 for the three months ended January 31, 20182019 (“Prior Year’s Quarter”). The increase in revenue was primarily attributable to an increase in base rents across most properties and an increase in the average annual occupancy rate for the commercial space (office and retail) at the Rotunda property resulting from an average occupancy rate of 81.2% in the lease-up ofPrior Year’s Quarter to 84.2% in the new residential units and retail space at the property.Current Quarter.

Net (loss) income (loss) attributable to common equity (“net income (loss)-common income-common equity”) for the Current Quarter was incomea net loss of $459,000 or $0.07$2,262,000 (($0.32) per share basic and diluted,diluted), compared to a lossnet income of $357,000 or$459,000 ($0.05)0.07 per share basic and diluteddiluted) for the Prior Year’s Quarter. The Current Quarter’snet loss was primarily driven by $3.4 million related to Special Committee expenses for advisory and legal fees incurred in Fiscal 2020; offset by an increase in net income was due to the Prior Year’s Quarter being burdenedrevenue as explained above (consolidated impact of approximately $0.4 million); and a decrease in interest expense of approximately $0.4 million (consolidated impact of $0.3 million) driven by a $1.2 million loan prepayment cost (with a consolidated impact to FREIT of $0.8 million) related todecline in interest rates on the Pierre Towers, LLC loan refinancing.variable mortgage loans. (Refer to the segment disclosure below for a more detailed discussion onof the financial performance of FREIT’s commercial and residential segments.)

 

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The schedule below provides a detailed analysis of the major changes that impacted net income (loss)-common income-common equity for the three months ended January 31, 20192020 and 2018:2019:

  Three Months Ended
  January 31,
  2019 2018 Change
  (In Thousands of Dollars)
Income from real estate operations:            
    Commercial properties $3,868  $3,384  $484 
    Residential properties  4,734   4,057   677 
Total income from real estate operations  8,602   7,441   1,161 
             
Financing costs:            
Fixed rate mortgages  (2,306)  (3,314)  1,008 
Floating rate mortgages  (1,890)  (247)  (1,643)
Floating rate - Rotunda construction loan     (1,231)  1,231 
Credit line     (25)  25 
Other - Corporate interest  (162)  (185)  23 
Mortgage cost amortization  (294)  (150)  (144)
Total financing costs  (4,652)  (5,152)  500 
             
Investment income  71   55   16 
Unrealized loss on interest rate cap contract  (154)     (154)
             
General & administrative expenses:            
    Accounting fees  (147)  (141)  (6)
    Legal and professional fees  (18)  (26)  8 
    Trustees and consultant fees  (264)  (234)  (30)
    Stock option expense  (34)  (31)  (3)
    Corporate expenses  (145)  (121)  (24)
Total general & administrative expenses  (608)  (553)  (55)
             
Depreciation  (2,824)  (2,711)  (113)
    Net income (loss)  435   (920)  1,355 
             
Net loss attributable to noncontrolling interests in subsidiaries  24   563   (539)
             
    Net income (loss) attributable to common equity $459  $(357) $816 

NET (LOSS) INCOME COMPONENTS Three Months Ended
  January 31,
  2020 2019 Change
  (In Thousands of Dollars)
Income from real estate operations:            
    Commercial properties $4,353  $3,868  $485 
    Residential properties  4,875   4,734   141 
Total income from real estate operations  9,228   8,602   626 
             
Financing costs:            
Fixed rate mortgages  (2,211)  (2,306)  95 
Floating rate mortgages  (1,632)  (1,890)  258 
Other - Corporate interest  (113)  (162)  49 
Mortgage cost amortization  (279)  (294)  15 
Total financing costs  (4,235)  (4,652)  417 
             
Investment income  72   71   1 
Unrealized loss on interest rate cap contract     (154)  154 
             
General & administrative expenses:            
    Accounting fees  (165)  (147)  (18)
    Legal and professional fees  (18)  (18)   
    Trustees and consultant fees  (419)  (264)  (155)
    Stock option expense  (12)  (34)  22 
    Corporate expenses  (158)  (145)  (13)
Total general & administrative expenses  (772)  (608)  (164)
             
Special committee expenses  (3,382)     (3,382)
Depreciation  (2,932)  (2,824)  (108)
    Net (loss) income  (2,021)  435   (2,456)
             
Net (income) loss attributable to noncontrolling interests in subsidiaries  (241)  24   (265)
             
    Net (loss) income attributable to common equity $(2,262) $459  $(2,721)

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

The table above includes income from real estate operations which is a non-GAAP financial measure and is not a measure of operating results or cash flow as measured by GAAP, and is not necessarily indicative of cash available to fund cash needs.

SEGMENT INFORMATION

The following table sets forth comparative net operating income ("NOI") data for FREIT’s real estate segments and reconciles the NOI to condensed consolidated net income (loss)-common income-common equity for the Current Quarter as compared to the Prior Year’s Quarter (see below for definition of NOI):

  Commercial Residential Combined
  Three Months Ended     Three Months Ended     Three Months Ended
  January 31, Increase (Decrease) January 31, Increase (Decrease) January 31,
  2020 2019 $ % 2020 2019 $ % 2020 2019
  (In Thousands)   (In Thousands)   (In Thousands)
Rental income $5,124  $5,000  $124   2.5%  $8,176  $8,094  $82   1.0%  $13,300  $13,094 
Reimbursements  1,877   1,623   254   15.7%   39   35   4   11.4%   1,916   1,658 
Other  13   4   9   225.0%   301   105   196   186.7%   314   109 
Total revenue  7,014   6,627   387   5.8%   8,516   8,234   282   3.4%   15,530   14,861 
Operating expenses  2,724   2,831   (107)  -3.8%   3,641   3,495   146   4.2%   6,365   6,326 
Net operating income $4,290  $3,796  $494   13.0%  $4,875  $4,739  $136   2.9%   9,165   8,535 
                                         
Average Occupancy %  81.5%   81.4%*     0.1%   93.7%   95.2%       -1.5%         
 Reconciliation to condensed consolidated net (loss) income-common equity:
 Deferred rents - straight lining  63   67 
 Investment income  72   71 
 Unrealized loss on interest rate cap contract     (154)
 General and administrative expenses  (772)  (608)
 Special committee expenses  (3,382)   
 Depreciation  (2,932)  (2,824)
 Financing costs  (4,235)  (4,652)
            Net (loss) income  (2,021)  435 
 Net (income) loss attributable to noncontrolling interests in subsidiaries  (241)  24 
            Net (loss) income attributable to common equity $(2,262) $459 

  Commercial Residential Combined
  Three Months Ended     Three Months Ended     Three Months Ended
  January 31, Increase (Decrease) January 31, Increase (Decrease) January 31,
  2019 2018 $ % 2019 2018 $ % 2019 2018
  (In Thousands)   (In Thousands)   (In Thousands)
Rental income $5,000  $4,712  $288   6.1%  $8,094  $7,580  $514   6.8%  $13,094  $12,292 
Reimbursements  1,623   1,557   66   4.2%   35   19   16   84.2%   1,658   1,576 
Other  4   34   (30)  -88.2%   105   194   (89)  -45.9%   109   228 
Total revenue  6,627   6,303   324   5.1%   8,234   7,793   441   5.7%   14,861   14,096 
Operating expenses  2,831   3,037   (206)  -6.8%   3,495   3,716   (221)  -5.9%   6,326   6,753 
Net operating income $3,796  $3,266  $530   16.2%  $4,739  $4,077  $662   16.2%   8,535   7,343 
                                         
Average Occupancy %  77.5%   75.6%       1.9%   95.2%   93.1%       2.1%         

 Reconciliation to condensed consolidated net income (loss)-common equity:
 Deferred rents - straight lining  67   98 
 Investment income  71   55 
 Unrealized loss on interest rate cap contract  (154)   
 General and administrative expenses  (608)  (553)
 Depreciation  (2,824)  (2,711)
 Financing costs  (4,652)  (5,152)
            Net income (loss)  435   (920)
 Net loss attributable to noncontrolling interests in subsidiaries  24   563 
            Net income (loss) attributable to common equity $459  $(357)

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

 

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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 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) properties, excluding the land and building formerly occupied as a Pathmark supermarket in Patchogue, New York sold on February 8, 2019 (see Note 13 to FREIT’s condensed consolidated financial statements).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. 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 5 to FREIT’s condensed consolidated financial statements for further details).

As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT’s commercial segment for the Current Quarter increased by 5.1%5.8% and NOI increased by 16.2%13.0%, respectively, as compared to the Prior Year’s Quarter. Average occupancy for all commercial properties increased slightly by 1.9%0.1% as compared to the Prior Year’s Quarter. The increase in revenue and NOI was primarily attributable to an increase in the average annual occupancy rate for the commercial space (office and retail) at the Rotunda property resulting from the lease-up of the new retail space from an average annual occupancy 69.4%rate of 81.2% in the Prior Year’s Quarter to 79.3%84.2% in the Current Quarter.

Same Property Operating Results: FREIT’s commercial segment currently contains eight (8) same properties. (See definition of same property under Segment Information above.) SinceThe Patchogue property was excluded from same property results for all of FREIT’s commercial properties are considered same propertiesperiods presented because this property was sold in February 2019. Same property revenue and NOI for the Current Quarter referincreased by 5.8% and 10.1%, respectively, as compared to the Prior Year’s Quarter. The changes resulted from the factors discussed in the immediately preceding paragraph for discussion of changes in same property results.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 the Current Quarter:

 

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)
  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)  6   14,741  $28.96  $29.22   -0.9%  $1.12  $0.75   2   2,796  $38.34  $37.43   2.4%  $  $0.71 
                                                        
Non-comparable leases  1   1,130  $27.83    N/A     N/A   $  $1.39        $    N/A     N/A   $  $ 
                                                        
Total leasing activity  7   15,871                       2   2,796                     
                                                        

 

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)  5   5,550  $25.99  $22.75   14.2%  $2.08  $0.81 
                             
Non-comparable leases  2   4,350  $25.56    N/A     N/A   $4.84  $1.15 
                             
Total leasing activity  7   9,900                     
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)$$$$
Non-comparable leases$ N/A  N/A $$
Total leasing activity

 

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

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

In October 2018, Sears and certain of its subsidiaries, including Kmart Corporation, filed for protection under Chapter 11 of the bankruptcy code as disclosed in the bankruptcy filings. While Sears has elected to close numerous stores, as of the date of this report, Sears continues to pay rent and the Kmart store at the Westwood Plaza Shopping Center in Westwood, New Jersey remains open for business. In the event that the Kmart lease is rejected in the course of Sears’ bankruptcy proceedings, FREIT’s operating results would be adversely impacted.

In March 2018, iHeartMedia Inc. along with its affiliates, including iHeartMedia+Entertainment (formerly known as Clear Channel Broadcasting Inc.), filed jointly for protection under Chapter 11 of the bankruptcy code as disclosed in the bankruptcy filings. As of the date of this report, the lease for iHeartMedia+Entertainment at the Rotunda property in Baltimore, Maryland was assumed by the bankrupt entity, which continues to pay rent and remains open for business.

 

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RESIDENTIAL SEGMENT

FREIT currently operates eight (8) multi-family apartment buildings or complexes totaling 1,437 apartment units. On December 7, 2017,January 14, 2020, FREIT completedand certain of its affiliates (collectively, the acquisition“Sellers”), entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with an affiliate of Station Place, a residentialthe Kushner Companies (the “Purchaser”), pursuant to which the Sellers will sell to the Purchaser 100% of Sellers’ ownership interests in seven apartment complex consisting of one building with 45 units, locatedproperties held by the Sellers in Red Bank, New Jersey through Station Place on Monmouth, LLC (FREIT’s 100% owned consolidated subsidiary). FREIT identified Station Place as the replacement propertyexchange for the Hammel Gardens property located in Maywood, New Jersey that FREIT sold on June 12, 2017, which completedpurchase price described therein, subject to the like-kind exchange pursuant to Section 1031terms and conditions of the Internal Revenue CodePurchase and Sale Agreement. (See Note 56 to FREIT’s condensed consolidated financialsfinancial 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 the Current Quarter increased by 5.7%3.4% and NOI for the Current Quarter increased by 16.2%2.9%, respectively, as compared to the Prior Year’s Quarter. Average occupancy for all residential properties for the Current Quarter increased approximately 2.1% over the Prior Year’s Quarter. The increase in revenue and NOI for the Current Quarter was primarily driven by an increase in the average annualbase rents across most properties. Average occupancy at the Icon (thefor all residential portion of the Rotunda property in Baltimore, Maryland) to 95.3% in the Current Quarter as compared to 86.1% in the Prior Year’s Quarter. Also contributing to the increase in NOIproperties for the Current Quarter wasdecreased by approximately 1.5% over the timing of real estate tax credits earned in the Current Quarter as compared to the prior year (tax refund and credit was not received in the prior year until the second quarter of fiscal 2018).Prior Year’s Quarter.

Same Property Operating Results: FREIT’s residential segment currently contains seven (7)eight (8) same properties. (See definition of same property under Segment Information above.) The Station Place property is not included asSince all of FREIT’s residential properties are considered same property, since it is a newly acquired property that had beenproperties in operation for less than a year in fiscal 2018. For the Current Quarter, refer to the preceding paragraph for discussion of changes in same property revenue and NOI increased by 4.5% and 16.3%, respectively, as compared to the Prior Year’s Quarter. Average occupancy for same properties increased approximately 2.4% over the Prior Year’s Quarter. The changes resulted from the factors discussed in the immediately preceding paragraph.results.

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 and the Icon which reached a stabilized occupancy rate in the third quarter of the prior year), at the end of the Current Quarter and the Prior Year’s Quarter were $1,921$1,994 and $1,876,$1,947, respectively. For comparability purposes, the average residential rent for the Prior Year’s Quarter has been restated to include the impact of Station Place and 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 $234,000$344,000 and $224,000,$323,000, 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, lighting replacement of interior and exterior fixtures and minor lighting controls in apartment lighting. PSE&G funded 100% of this project at a total cost of $927,000 and the project was completed in December 2018. Per the reimbursement agreement, Pierre Towers, LLC will reimburse PSE&G for approximately $316,000 of this cost on a monthly basis over a five-year term with no interest.

 

FINANCING COSTS

 

 Three Months Ended January 31,  Three Months Ended January 31, 
 2019 2018  2020 2019 
 (In Thousands of Dollars)  (In Thousands of Dollars) 
Fixed rate mortgages (a):                
1st Mortgages                
Existing $2,306  $3,222  $2,211  $2,306 
New     92       
Variable rate mortgages:                
1st Mortgages                
Existing  1,890   247   1,632   1,890 
Construction loan-Rotunda     1,231 
Credit line     25 
New      
Other  162   185   113   162 
Total financing costs, gross  4,358   5,002   3,956   4,358 
Amortization of mortgage costs  294   150   279   294 
Total financing costs $4,652  $5,152 
Total financing costs, net $4,235  $4,652 
                
(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.

 

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Total financing costs for the Current Quarter decreased by approximately $500,000$417,000 or 9.7%9.0% as compared to the Prior Year’s Quarter which wasis primarily driven by a decrease of approximately $1 milliondecline in interest expenserates on the Pierre Towers, LLC loan resulting from a $1.2 million loan prepayment cost paid in the prior year related to the refinancing of the loan on the Pierre property offset by an increase of approximately $0.4 million in interest expense on the Grande Rotunda, LLC loan resulting from the refinancing of the loan on the Rotunda property in February 2018. (See Note 7 to FREIT’s condensed consolidated financial statements for further details.)variable mortgage loans.

GENERAL AND ADMINISTRATIVE EXPENSES (“G & A”&A”)

G&A expense for the Current Quarter was $608,000$772,000 compared to $553,000$608,000 for the Prior Year’s Quarter. The primary components of G&A are accounting/auditing fees, legal and professional fees, and Trustees’ and consultant fees.

 

DEPRECIATION

Depreciation expense from operations for the Current Quarter was $2,824,000$2,932,000 compared to $2,711,000$2,824,000 for the Prior Year’s Quarter. The increase in depreciation was primarily attributable to additional tenant improvements at the Rotunda property being placed into service as the property continues to lease-up.

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LIQUIDITY AND CAPITAL RESOURCES

Net cash provided byused in operating activities was $4.6$2.2 million for the Current Quarter compared to $1.5net cash provided by operating activities of $4.7 million for the Prior Year’s Quarter. 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), real estate taxes, recurring capital improvements at 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 quarterly report on Form 10-Q.

As of January 31, 2019,2020, FREIT had cash, cash equivalents and restricted cash totaling $28.5$36.9 million, compared to $26.4$42.5 million at October 31, 2018.2019. The increasedecrease in cash for the Current Quarter is primarily attributable to $4.6 million in net cash provided by operating activities offset by $1.7$2.2 million in net cash used in financingoperating activities, and $0.8$0.3 million in net cash used in investing activities including capital expenditures.

On February 8, 2019, FREIT sold a commercial building, formerly occupied as a Pathmark supermarketexpenditures and $3.0 million in Patchogue, New York for a sales price of $7.5 million.net cash used in financing activities. The sale of this property, which had a carrying value of approximately $6.2 million (and is presented as held for sale on the condensed consolidated balance sheet as of January 31, 2019), resulteddecline in a capital gain of approximately $0.8 million (on a GAAP basis) net of sales fees and commissions. Net cash proceeds of approximately $2 million were realized after paying off the related mortgage on this propertyused in operating activities was primarily driven by Special Committee expenses paid in the amount of approximately $5.2 million. The sale of this property eliminates an operating loss$3.1 million in the Current Quarter and deferred compensation paid out to a retired trustee in the amount of approximately $0.8 million ($0.12 per share) incurred, annually, since Pathmark vacated in December 2015.

On April 25, 2017, Wayne PSC announced it had agreed to a termination of Macy’s lease for the 81,160 square foot Macy’s store at the Preakness Shopping Center, effective as of April 15, 2017. To terminate the lease and take possession of the space, Wayne PSC paid Macy’s a termination fee of $620,000. Wayne PSC expects to re-position this space and re-lease to a new tenant (or multiple tenants) at market rents, which are currently higher than the rent provided for under the terminated Macy’s lease. FREIT will lose total consolidated annual rental income, including reimbursements, of approximately $0.2 million until such time as the space is fully re-leased. FREIT anticipates increased revenue from the space when it is re-leased.

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 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. (See Note 5 to FREIT’s condensed consolidated financial statements.)

FREIT owns and operates an 87,661 square foot shopping center located in Franklin Lakes, New Jersey, the anchor tenant of which is 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, which provided for a $250,000 reduction in annual rent, has adversely affected and will adversely affect FREIT’s future operating results.$4.8 million.

In Fiscal 2017, Grande Rotunda, LLC incurred substantial expenditures at the Rotunda property 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 was at its maximum level resulting in 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, LLC. As of January 31, 20192020 and October 31, 2018,2019, Rotunda 100, LLC has funded Grande Rotunda, LLC with approximately $5.5$5.8 million and $5.4$5.7 million (including interest), respectively, which is included in “Due to affiliate” on the accompanying condensed consolidated balance sheets.

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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.

Credit Line: On October 27, 2017, FREIT’s revolving line of credit provided by the Provident Bank was renewed for a three-year term ending on October 27, 2020 at which point no further advances shall be permitted and provided the line of credit is not renewed by the lender, the outstanding principal balance of the line of credit shall convert to a commercial term loan maturing on October 31, 2022. 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 was increased from $12.8 million to $13 million and the interest rate on the amount outstanding will be at a floating rate of 275 basis points over the 30-day LIBOR with a floor of 3.75%. As of January 31, 20192020 and October 31, 2018,2019, there was no amount outstanding and $13 million was available under the line of credit.

As at January 31, 2019,2020, FREIT’s aggregate outstanding mortgage debt was $349.4$351.8 million, which bears a weighted average interest rate of 4.49%4.26% and an average life of approximately 44.1 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 Year20192021202220232024202520262028202020212022202320242025202620282029
($ in millions)   
Mortgage "Balloon" Payments $39.5 (A)$137.6 (B)$14.4$34.4$9.0$13.9$18.2$53.9$21.9$137.6 (A)$14.4$34.4$9.0$13.9$18.2$53.9$26.0
  
(A) Excludes Patchogue balloon payment of $5.2 million as the property was sold on February 8, 2019 and the related mortgage was paid off with the proceeds from the sale. (See Note 13 to FREIT's condensed consolidated financial statements.) The remaining balance represents two loans aggregating approximately $39.5 million which are extendable for a period of one (1) year.
(B) Includes Rotunda loan in the amount of approximately $118.5 million refinanced with Aareal Capital Corporation on February 7, 2018.
(A) Includes loan on the Rotunda property located in Baltimore, Maryland in the amount of approximately td18.5 million refinanced with Aareal Capital Corporation on February 7, 2018.(A) Includes loan on the Rotunda property located in Baltimore, Maryland in the amount of approximately td18.5 million refinanced with Aareal Capital Corporation on February 7, 2018.

 

The following table shows the estimated fair value and net carrying value of FREIT’s long-term debt at January 31, 20192020 and October 31, 2018:2019:

 

($ in Millions) January 31, 2019 October 31, 2018  January 31, 2020 October 31, 2019
         
Fair Value $342.2  $338.3  $353.9 $352.9
            
Carrying Value $346.2  $347.0 
Carrying Value, NetCarrying Value, Net$349.1 $349.9

 

Fair values are estimated based on market interest rates at January 31, 20192020 and October 31, 20182019 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 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 January 31, 2019,2020, a 1% interest rate increase would reduce the fair value of FREIT’s debt by $8.5$9.7 million, and a 1% decrease would increase the fair value by $9$10.4 million.

FREIT believes that the values of its properties will be adequate to command refinancing proceeds equal to or higher than the mortgage debt to be refinanced. FREIT continually reviews 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.

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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 loan, secured by an apartment building located in Wayne, New Jersey, 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. 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.

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 has a maturity date of May 1, 2020. FREIT is currently working with the lender to extend the loan. Until such time as a definitive agreement providing for an extension of the loan is entered into, there can be no assurance the loan will be extended.

On February 7, 2018, Grande Rotunda, LLC 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 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 6 to FREIT’s condensed 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. As part of this transaction, Grande Rotunda, LLC 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. As of January 31, 2019,2020, approximately $118.5 million of this loan facility was drawn down and the interest rate was approximately 5.36%4.59%.

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On January 8, 2018, Pierre Towers,February 28, 2020, Grande Rotunda, LLC (“Pierre”), owned by S And A Commercial Associates Limited Partnership (“S&A”), which is a consolidated subsidiary, 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. Pierre paid New York Life Insurance a good faith deposit in the amount of $960,000, which was reimbursed by New York Life when the loan was closed in January 2018. The new loan has a term of ten years and bears a fixedpurchased an interest rate equal to 3.88%. Interest-only payments are required each monthcap on LIBOR for the first five yearsfull amount that can be drawn on this loan of $121.9 million, capping the term and thereafter, principal payments plus accrued interest will be required each month through maturity.one-month LIBOR rate at 3% for one year. This refinancing resulted in: (i) a reduction in the annual interest rate from a fixed ratecap has an effective date of 5.38% to a fixed rate of 3.88%;March 5, 2020 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.

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. On January 21, 2019, Station Place on Monmouth, LLC entered into a modification agreement with Provident Bank to modify the loan’s DSCR covenants. See Note 7 to the condensed consolidated financial statements and Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Overview” above.March 5, 2021.

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 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 has variable interest rate mortgages securingloans secured by its Damascus Centre, Regency, Preakness Shopping CenterWayne PSC and 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 ($19,782,00019,267,000 at January 31, 2019)2020) for the Damascus Centre swaps, a notional amount of approximately $16,200,000 ($15,839,00015,505,000 at January 31, 2019)2020) for the Regency swap, a notional amount of approximately $25,800,000 ($24,318,00023,619,000 at January 31, 2019)2020) for the Preakness Shopping CenterWayne PSC swap and a notional amount of approximately $12,350,000 ($12,350,00012,333,000 at January 31, 2019)2020) for the Station Place swap.

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 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 has a variable interest rate loan securingsecured by its Rotunda property. As part of the refinancing of Grande Rotunda, LLC’s construction loan held by Wells Fargo with a new loan from Aareal Capital Corporation, Grande Rotunda, LLC 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. The cap contract was based on a notional amount of approximately $121,900,000 ($121,900,000 at January 31, 2019)2020) and a term of two years with the loan being hedged against having a balance of approximately $118,520,000 and a term of three years.

Current GAAP requiresIn accordance with ASU 2017-12, which was adopted by FREIT to mark-to-marketin the first quarter of Fiscal 2020, 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 effective cash flow hedges with the corresponding gains or losses on these contracts not affecting FREIT’s income statement; 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 balance sheet. The interest rate cap is, for accounting purposes, deemed to be accounted for as an ineffective cash flow hedge with a corresponding gain or loss being recorded in FREIT’s income statement. 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 interest rate cap was, for accounting purposes, deemed to be an ineffective cash flow hedge with a corresponding gain or loss being recorded in FREIT’s income statement.

 

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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 January 31, 2019, the interest rate cap contract for the Rotunda property and2020, the swap contracts for the Damascus Centre, and Preakness Shopping Center properties were in FREIT’s favor. If FREIT had terminated these contracts at that date it would have realized gains of approximately $1,569,000 for the Preakness Shopping Center swap, $502,000 for the Damascus Centre swaps and $5,000 for the Rotunda cap, all of which have been included as an asset in FREIT’s condensed consolidated balance sheet as at January 31, 2019. At January 31, 2019, the swap contracts for the Regency, and Station Place and Wayne PSC were in the counterparties’ favor. If FREIT had terminated these contracts at that date it would have realized losses of approximately $86,000$0 for the Rotunda cap, $239,000 for the Damascus Centre swaps, $917,000 for the Regency swap, and $74,000$1,122,000 for the Station Place swap and $238,000 for the Wayne PSC swap, all of which have been included as a liability in FREIT’s condensed consolidated balance sheet as at January 31, 2019.

2020. The change in the fair value for the interest rate swap contractscontract (gain or loss) during such period has been included in comprehensive incomeloss and for the three months ended January 31, 2020, FREIT recorded an unrealized loss of approximately $390,000 in comprehensive loss.

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 Note 2 and 4 to FREIT’s condensed consolidated financial statements for additional details). For the three months ended January 31, 2019, FREIT recorded an unrealized loss of $2,364,000 in comprehensive income. The change in the fair value of the Rotunda interest rate cap contract (gain or loss) during such period has been included in the condensed consolidated statement of income and for the three months ended January 31, 2019, FREIT recorded an unrealized loss of approximately $154,000. For the three months ended January 31, 2018, FREIT recorded an unrealized gain of $1,631,000 in comprehensive income representing the change in fair value of the swaps during such period. For the yearthree months ended OctoberJanuary 31, 2018,2019, FREIT recorded an unrealized gain of $3,113,000 in comprehensive income representing the change in fair value of the swaps during such period with a corresponding asset of approximately $2,452,000 for the Preakness Shopping Center swap $955,000 for the Damascus Center swaps, $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 of $72,000loss in the condensed consolidated statement of incomeoperations of approximately $154,000 for Grande Rotunda’s interest rate cap 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 during such period with a corresponding asset of approximately $159,000 as of October 31, 2018.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 contracts only with major financial institutions that are experienced market makers in the derivatives market.

Dividend: After careful considerationIn view of FREIT’s projected operating resultsFREIT having entered into the Purchase and cash needs,Sale Agreement, the Board of Trustees declareddid not declare a dividend for the first quarter dividend of $0.05 per share. Additionally, the Board of Trustees declared a one-time special dividend in connection with and in anticipation of the closing of the sale of the Patchogue property of $0.10 per share. The total dividend of $0.15 per share will be paid on March 15, 2019 to shareholders of record on March 1, 2019.Fiscal 2020. The Board will continue to evaluate the dividend on a quarterly basis.

 

STOCK OPTION PLAN

On April 5, 2018, FREIT shareholders approved an amendment to FREIT’s Equity Incentive Plan reserving an additional 300,000 shares for issuance under the Plan. As of October 31, 2018, 447,060 shares are available for issuance under the Plan after giving effect to the amendment.

On May 3, 2018,March 4, 2019, the Board approved the grant of a totalan aggregate of 38,0005,000 non-qualified share options under the Equity Incentive Plan to two membersthe Chairman of the Board who were appointed to the Board during Fiscal 2018.Board. The options have an exercise price of $15.50$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 May 2, 2028.March 3, 2029. (See Note 13 to FREIT’s condensed consolidated financial statements for further details.)

 

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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/debt 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:

  For the Three Months Ended January 31, 
  2020  2019 
  (In Thousands, Except Per Share) 
Funds From Operations ("FFO") (a)        
Net (loss) income $(2,021) $435 
Depreciation of consolidated properties  2,932   2,824 
Amortization of deferred leasing costs  113   127 
Distributions to minority interests  (583)  (294)
FFO $441  $3,092 
         
  Per Share - Basic and Diluted $0.06  $0.45 
         
 (a) As prescribed by NAREIT.        
         
Adjusted Funds From Operations ("AFFO")        
FFO $441  $3,092 
Deferred rents (Straight lining)  (63)  (67)
Capital Improvements - Apartments  (96)  (124)
AFFO $282  $2,901 
         
  Per Share - Basic and Diluted $0.04  $0.42 
         
 Weighted Average Shares Outstanding:        
 Basic and Diluted  6,979   6,915 

  For the Three Months Ended January 31, 
  2019  2018 
  (In Thousands, Except Per Share) 
Funds From Operations ("FFO") (a)        
Net income (loss) $435  $(920)
Depreciation of consolidated properties  2,824   2,711 
Amortization of deferred leasing costs  127   145 
Distributions to minority interests  (294)  (60)(b)
FFO $3,092  $1,876 
         
   Per Share - Basic and Diluted $0.45  $0.27 
         
(a) As prescribed by NAREIT.    
(b) FFO excludes the distribution of proceeds to minority interest in the amount of approximately $6 million related to the refinancing of the loan for Pierre Towers, LLC, owned by S And A Commercial Associates Limited Partnership which is a consolidated subsidiary. See Note 7 to the condensed consolidated financial statements for further details.
         
Adjusted Funds From Operations ("AFFO")        
FFO $3,092  $1,876 
Deferred rents (Straight lining)  (67)  (98)
Capital Improvements - Apartments  (124)  (111)
AFFO $2,901  $1,667 
         
  Per Share - Basic and Diluted $0.42  $0.24 
         
Weighted Average Shares Outstanding:        
 Basic and Diluted  6,915   6,862 

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.

 

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 normally 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.

 

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Item 3: Quantitative and Qualitative Disclosures About Market Risk

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

 

Item 4: Controls and Procedures

At the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of FREIT’s disclosure controls and procedures. This evaluation was carried out under the supervision and with participation of FREIT’s management, including FREIT’s Chief Executive Officer and Chief Financial Officer, who concluded that FREIT’s disclosure controls and procedures are effective as of January 31, 2019.2020. There has been no change in FREIT’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, FREIT’s internal control over financial reporting.

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

 

Part II: Other Information

 

Item 1: Legal Proceedings

None.

 

Item 1A: Risk Factors

There were no material changes in any risk factors previously disclosed in FREIT’s Annual Report on Form 10-K for the year ended October 31, 2018,2019, that was filed with the Securities and Exchange Commission on January 11, 2019.21, 2020.

 

 

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Item 6: Exhibits

Exhibit Index

 

Exhibit 31.1 - Section 302 Certification of Chief Executive Officer

Exhibit 31.2 - Section 302 Certification of Chief Financial Officer

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

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

 

Exhibit 101 - The following materials from FREIT’s quarterly report on Form 10-Q for the period ended January 31, 2019,2020, are formatted in Extensible Business Reporting Language (“XBRL”): (i) condensed consolidated balance sheets; (ii) condensed consolidated statements of income; (iii) condensed consolidated statements of comprehensive income; (iv) condensed consolidated statements of equity; (v) condensed consolidated statements of cash flows; and (vi) notes to condensed consolidated financial statements.

 

 

 

 

SIGNATURES

 

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

 

 

 FIRST REAL ESTATE INVESTMENT
 TRUST OF NEW JERSEY
 (Registrant)
  
Date: March 11, 201910, 2020 
 /s/ Robert S. Hekemian, Jr.
 (Signature)
 Robert S. Hekemian, Jr.
 President and Chief Executive Officer
 (Principal Executive Officer)
  
  
 /s/ Allan Tubin
 (Signature)
 Allan Tubin
 Chief Financial Officer and Treasurer
 (Principal Financial/Accounting Officer)