ITEM 1 BUSINESS
(a) GENERAL BUSINESS
First Real Estate Investment Trust of New Jersey ("FREIT") is an equity real estate investment trust ("REIT") organized in New Jersey in 1961. FREIT acquires, develops and holds real estate properties for long-term investment and not for resale.
FREIT's long-range investment policy is to review and evaluate potential real estate investment opportunities for acquisition that it believes will (i) complement its existing investment portfolio, (ii) generate increased income and distributions to shareholders, and (iii) increase the overall value of FREIT's portfolio. FREIT's investments may take the form of wholly owned fee interests or, if the circumstances warrant, on a joint venture basis, to diversify risk, with other parties including employees and affiliates of Hekemian & Co., Inc. (See Mangement Agreement) provided FREIT would be able to maintain management control over the property. While FREIT's general investment policy is to hold and maintain its properties long-term, it may, from time-to-time, sell or trade certain properties in order to (i) obtain capital to be used to purchase, develop or renovate other properties which we believe will provide a higher rate of return and increase the value of our investment portfolio, and (ii) divest properties which FREIT has determined or determines are no longer compatible with our growth strategies and investment objectives for our real estate portfolio.
Fiscal Year 2004 Developments
(i) FINANCING ---------
FREIT's $14 million line of credit expired on January 21, 2005 (extended date) and has been replaced by an $18 million line of credit. The new line of credit is for three years but can be cancelled by the bank, at its will, at each anniversary date. Draws against the credit line can be used for general corporate purposes, for property acquisitions, construction activities, and letters-of-credit. Draws against the credit line are secured by mortgages on FREIT's Franklin Crossing Shopping Center, Franklin Lakes, NJ, retail space in Glen Rock, NJ, Lakewood Apartments, Lakewood, NJ, and Grandview Apartments, Hasbrouck Heights, NJ. Interest rates on draws will be set at the time of each draw for 30, 60, or 90 day periods, based on our choice of the prime rate or at 175 basis points over the 30, 60, or 90 day LIBOR rates at the time of the draws.
As of October 31, 2004 there were no draws outstanding against this line. As at January 19, 2005 the credit line has been utilized for the issuance of a $2 million Letter of Credit for the benefit of the Township of Rockaway in connection with our construction of 129 garden apartment units.
(ii) ACQUISITION AND DISPOSITION
On April 16, 2004, S And A Associates Limited Partnership ("S and A"), a partnership in which FREIT is the Managing Partner and holds a 75% ownership position, closed on the purchase of The Pierre apartments. The Pierre is a 269-unit luxury high-rise apartment building located in Hackensack, N.J. The contract purchase price for The Pierre was approximately $44 million. This amount,
together with estimated transaction costs of approximately $2 million, resulted in total acquisition costs of approximately $46 million. The acquisition costs were financed in part by a mortgage loan in the approximate amount of $29.6 million and the balance of approximately $16 million was paid in cash. FREIT provided 75% of the cash required with the balance of approximately $4.2 million provided by the 25% minority owners of S And A.
On June 22, 2004, S And A closed on its contract for the sale of the Olney Town Center ("OTC") in Olney, Maryland. The sale price for the property was $28.2 million. The property was acquired in April 2000 for approximately $15.5 million. S And A utilized the net sales proceeds to repay the first mortgage on the property in the amount of approximately $11.0 million, and to repay FREIT and the 25% minority owners for their advances made to acquire The Pierre.
FREIT, in accordance with its investment policy, has agreed to allow the minority owners in S and A to make a cash contribution to S and A of approximately 1.3 million that will increase their ownership interest to approximately 35% from 25%. This additional investment, which approximates market value, will be made in February 2005.
The operations of OTC have been classified as Discontinued Operations. For financial statement proposes, S And A recognized a gain of approximately $12.7 from the sale.
S And A has structured the sale of OTC and the purchase of The Pierre in a manner that would qualify as a like kind exchange of real estate pursuant to Section 1031 of the Internal Revenue Code. This resulted in a deferral for income tax purposes of the realization of gain on the sale of OTC. Since it is the intention of FREIT to continue to qualify as a real estate investment trust, the provision for deferred taxes should be minimal.
(iii) DEVELOPMENT
Rockaway Township, NJ
We own approximately 20 +/- acres of undeveloped land in Rockaway Township, NJ. Site plan approval and a water allocation has been received from Rockaway Township for the construction of 129 garden apartment units. Development costs are estimated at $13.8 million that we will finance, in part, from construction financing and, in part, from funds available from our institutional money market investments. We have received final water allocation and sewer approval from the NJ Department of Environmental Protection. As soon as construction contracts are negotiated and finalized, construction will begin and is expected to last twelve to eighteen months.
Approximately one (1) acre of the Rockaway Township land has been sub-divided and leased to a bank. Rent under the land lease commenced in December 2003.
South Brunswick, NJ
FREIT owns approximately 33 acres of land in South Brunswick (see "Item 2
ITEM 2. PROPERTIES
Portfolio of Investments: The following charts set forth certain information relating to each of FREIT's real estate investments in addition to the specific mortgages encumbering the properties.
Residential Apartment Properties as of October 31, 2004: - --------------------------------------------------------
(1) Security for draws against FREIT's Credit Line. As of October 31, 2004 there were no draws outstanding.
(2) FREIT owns a 40% equity interest in Westwood Hills. See Investment in Affiliates.
(3) Pierre Towers is 100% owned by S & A Commercial Associates LP, which is 75% owned by FREIT.
Retail Properties as of October 31, 2004: - -----------------------------------------
(1) Security for draws against FREIT's Credit Line. As at October 31, 2004 there were no draws outstanding.
(2) The original 33,000 sq. ft. shopping center was replaced with a new 87,041 sq. ft. center that opened in October 1997.
(3) FREIT owns a 40% equity interest in WaynePSC that owns the center.
Vacant Land as of October 31, 2004: - -----------------------------------
(1) All of the above land is unencumbered.
(2) FREIT has received approval for the construction of 129 garden apartment units on this land.
(3) Site plan approval has been received for the construction of a 563,000 square foot industrial building.
FREIT believes that it has a diversified portfolio of residential and retail properties. FREIT's business is not materially dependent upon any single tenant or any one of its properties. The following Table lists FREIT's properties that have contributed 15% or more of FREIT's total revenue in one (1) or more of the last three (3) fiscal years.
Fiscal Year Ended October 31, ---------------------------- 2004 2003 2002 ---- ---- ----
Preakness Center (1) 17.2% 15.9% 0.0%
(1) Center acquired November 2002.
Although FREIT's general investment policy is to hold properties as long-term investments, FREIT could selectively sell certain properties if it determines that any such sale is in FREIT's and its shareholders best interests. With respect to FREIT's future acquisition and development activities, FREIT will evaluate various real estate opportunities which FREIT believes would increase FREIT's revenues and earnings as well as compliment and increase the overall value of FREIT's existing investment portfolio.
Except for the Pathmark supermarket super store located in Patchogue, Long Island, all of FREIT's and its Affiliate's (WaynePSC) retail properties have multiple tenants.
FREIT and its Affiliate's retail shopping center properties have twelve (12) anchor / major tenants, that account for approximately 53% of the space leased. The balance of the space is leased to one hundred twenty (120) satellite tenants. The following table lists the anchor / major tenants at each center and the number of satellite tenants:
(1) FREIT has a 40% interest in this center.
With respect to most of FREIT's retail properties, lease terms range from five (5) years to twenty-five (25) years with options which if exercised would extend the terms of such leases. The lease agreements generally contain clauses for reimbursement of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. During the last three (3) completed fiscal years, FREIT's retail properties averaged a 93.9% occupancy rate with respect to FREIT's available leasable space
Leases for FREIT's apartment buildings and complexes are usually one (1) year in duration. Even though the residential units are leased on a short-term basis, FREIT has averaged, during the last three (3) completed fiscal years, a 95.7% occupancy rate with respect to FREIT's available apartment units.
FREIT does not believe that any seasonal factors materially affect FREIT's business operations and the leasing of its retail and apartment properties.
FREIT believes that its properties are covered by adequate fire and property insurance provided by reputable companies and with commercially reasonable deductibles and limits.
ITEM 3
ITEM 3 LEGAL PROCEEDINGS
There are no material pending legal proceedings to which FREIT is a party or of which any of its properties is the subject. There is, however, ordinary and routine litigation involving FREIT's business including various tenancy and related matters. Notwithstanding the environmental conditions disclosed in "Item 1(c) Description of Business - Impact of Governmental Laws and Regulations on Registrant's Business; Environmental Matters," there are no legal proceedings concerning environmental issues with respect to any property owned by FREIT.
ITEM 4
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fourth quarter of FREIT's 2004 fiscal year.
ITEM 4A EXECUTIVE OFFICERS OF FREIT
The executive officers of FREIT as of February 7, 2005 are listed below. Brief summaries of their business experience and certain other information with respect to each of them is set forth in the following table and in the information, which follows the table.
As a result of Hekemian being responsible for managing the day-to-day operations of FREIT's properties, the executive officers, with the exception of Mr. Robert S. Hekemian, are not required to devote a significant part of their business activities to their duties as executive officers of FREIT. See "Item 1(c) Narrative Description of Business - Management Agreement." Except for Mr. Aiello, Secretary, and Executive Secretary of FREIT, each of the executive officers is also a Trustee of FREIT.
The executive officers of FREIT are as follows:
Robert S. Hekemian has been active in the real estate industry for more than fifty (50) years. Mr. Hekemian has served as Chairman of the Board and Chief Executive Officer of FREIT since 1991, and as a Trustee since 1980. From 1981 to 1991, Mr. Hekemian was President of FREIT. Mr. Hekemian directly devotes approximately fifty to sixty percent (50% - 60%) of his time to execute his duties as an executive officer of FREIT. Mr. Hekemian is also the Chairman of the Board and Chief Executive Officer of Hekemian. See "Item 1(c) Narrative Description of Business - Management Agreement." Mr. Hekemian is a director of the Pascack Community Bank. Mr. Hekemian is also a director, partner and officer in numerous private real estate corporations and partnerships.
Donald W. Barney has served as President of FREIT since 1993, as a Trustee since 1981, and was elected Treasurer and Chief Financial Officer in January 2003. Mr. Barney devotes approximately fifteen percent (15%) of his time to execute his duties as an executive officer of FREIT. Mr. Barney was associated with Union Camp Corporation, a diversified manufacturer of paper, packaging products, chemicals, and wood products, from 1969 through December 31, 1998, as Vice President and Treasurer. Mr. Barney was a director of Ramapo Financial Corporation until it was acquired, in May 1999 by another financial institution, and is a partner and director in several other private real estate investment companies, and a director of the Hilltop Community Bank.
John A. Aiello, Esq., an attorney, was elected to serve as the Executive Secretary of FREIT in August 2002, and as Secretary in January 2003. Mr. Aiello devotes approximately five percent (5%) of his time to execute his duties as an executive officer of FREIT. Beginning in 1974, Mr. Aiello has spent his entire career with the law firm of Giordano Halleran & Ciesla, P.C. ("GH&C"), with offices in Middletown and Trenton, NJ. Mr. Aiello is an officer and shareholder of GH&C. Mr. Aiello is Chairman of GH&C's Corporate and Securities Department, and his practice focuses on corporate law, corporate finance, securities, mergers, and acquisitions.
PART II - -------
ITEM 5
ITEM 5 MARKET FOR FREIT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS
Shares of Beneficial Interest
Beneficial interests in FREIT are represented by shares without par value (the "Shares"). The Shares represent FREIT's only authorized, issued and outstanding class of equity. As of February 7, 2005, there were approximately 500 holders of record of the Shares.
The Shares are traded in the over-the-counter market through use of the OTC Bulletin Board(R) Service (the "OTC Bulletin Board") provided by NASD, Inc. FREIT does not believe that an active United States public trading market exists for the Shares since historically only small volumes of the Shares are traded on a sporadic basis. The following table sets forth, at the end of the periods indicated, the Bid and Asked quotations for the Shares on the OTC Bulletin Board and have been adjusted for prior periods, to reflect the one-for-one share dividend paid in March 2004.
Bid Asked --- ----- Fiscal Year Ended October 31, 2004 ---------------------------------- First Quarter $ 19.50 $ 25.00 Second Quarter $ 22.75 $ 23.00 Third Quarter $ 22.60 $ 23.90 Fourth Quarter $ 22.50 $ 23.00
Bid Asked --- ----- Fiscal Year Ended October 31, 2003 ---------------------------------- First Quarter $ 11.25 $ 16.00 Second Quarter $ 12.25 $ 12.87 Third Quarter $ 12.75 $ 13.12 Fourth Quarter $ 14.12 $ 18.00
The bid quotations set forth above for the Shares reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. The source of the bid and asked quotations is Janney Montgomery Scott, Inc., members of the New York Stock Exchange and other national securities exchanges.
Dividends
The holders of Shares are entitled to receive distributions as may be declared by FREIT's Board of Trustees. Dividends may be declared from time to time by the Board of Trustees and may be paid in cash, property, or Shares. The Board of Trustees' present policy is to distribute annually at least ninety percent (90%) of FREIT's REIT taxable income as dividends to the holders of Shares in order to qualify as a REIT for Federal income tax purposes. Distributions are made on a quarterly basis. In fiscal 2004 and fiscal 2003, FREIT paid or declared aggregate total dividends of $1.10 and $0.90 per share, respectively, to the holders of Shares. See "Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations - Distributions to Shareholders."
Securities Authorized for Issuance Under Equity Compensation Plans
See table included in "Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters".
ITEM 6
ITEM 6 SELECTED FINANCIAL DATA
The selected consolidated financial data for FREIT for each of the five (5) fiscal years in the period ended October 31, 2004 are derived from financial statements that have been audited and reported upon by J.H. Cohn LLP, Independent Registered Public Accounting Firm for FREIT and have been restated to include the accounts of Westwood Hills and WaynePSC. This data should be read in conjunction with "Item 7
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Cautionary Statement Identifying Important Factors That Could Cause FREIT's Actual Results to Differ From Those Projected in Forward Looking Statements.
Readers of this discussion are advised that the discussion should be read in conjunction with the consolidated financial statements of FREIT (including related notes thereto) appearing elsewhere in this Form 10-K. Certain statements in this discussion may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect FREIT's current expectations regarding future results of operations, economic performance, financial condition and achievements of FREIT, and do not relate strictly to historical or current facts. FREIT has tried, wherever possible, to identify these forward-looking statements by using words such as "believe," "expect," "anticipate," "intend, " "plan," " estimate," or words of similar meaning.
Although FREIT believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those projected. Such factors include, but are not limited to, the following: general economic and business conditions, which will, among other things, affect demand for rental space, the availability of prospective tenants, lease rents and the availability of financing; adverse changes in FREIT's real estate markets, including, among other things, competition with other real estate owners, risks of real estate development and acquisitions; governmental actions and initiatives; and environmental/safety requirements.
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Overview
FREIT is an equity real estate investment trust ("REIT") that owns a portfolio of residential apartment and retail properties. Our revenues consist primarily of fixed rental income from our residential and retail properties and additional rent in the form of expense reimbursements derived from our income producing retail properties. We also receive income from our 40% owned Affiliate, Westwood Hills, which owns a residential apartment property and beginning in fiscal 2003, we began receiving income from our 40% owned affiliate WaynePSC that owns the Preakness shopping center. Our policy has been to acquire real property for long-term investment.
Effects of recent accounting pronouncements:
In December 2003, the FASB issued revised FIN 46, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51." ("FIN 46R"). FIN 46R requires the consolidation of an entity in which an enterprise absorbs a majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity (variable interest entities, or "VIEs"). Currently, entities are generally consolidated by an enterprise when it has a controlling financial interest through ownership or a majority voting interest in the entity. FIN 46R is applicable for financial statements of public entities that have interests in VIEs or potential VIEs referred to as special-purpose entities for periods ending after December 31, 2003. Applications by public entities for all other types of entities are required in financial statements for periods ending after March 15, 2004.
In accordance with the definition of related parties as defined in paragraph 16 of FIN 46R and the guidance in paragraph 4h, it is the belief of the management of FREIT that FIN 46R is applicable to Westwood Hills, LLC and Wayne PSC, LLC, both 40% owned by FREIT. Because of this determination, FREIT has consolidated these two entities in addition to its 75% owned subsidiary, S And A and its wholly-owned subsidiary, Damascus Centre, LLC, commencing with the quarter ended April 30, 2004, and has restated its October 31, 2003 balance sheet and the prior periods reported in this Form 10-K. The consolidation of these two entities did not have any impact on FREIT's equity, net income, or earnings per share.
In December 2004, the FASB issued SFAS No. 123 (R) "Accounting for Stock-Based Compensation." SFAS 123 (R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123 (R) requires that the fair value of such equity instruments be recognized as an expense in the historical financial statements as services are performed. Prior to SFAS 123 (R), only certain pro forma disclosures of fair value were required. SFAS 123 (R) shall be effective for FREIT as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The adoption of this new accounting pronouncement is not expected to have a material impact on FREIT's consolidated financial statements.
In December 2002, the Financial Accounting Standards Board (the "FASB") issued SFAS 148, which amends SFAS 123. SFAS 148 provides alternate methods of transition for a voluntary change from the intrinsic value method to the fair value method of accounting for stock-based employee compensation. However, we do not expect to make such a change. In addition, SFAS 148 amends SFAS 123 to require more prominent annual and quarterly disclosures in the financial statements about the effects of using the intrinsic value method rather than the fair value method for stock-based compensation. The adoption of this provision of SFAS 148 did not have a material impact on FREIT's consolidated financial statements.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities. The adoption of the provisions of SFAS 149 did not have a material impact on FREIT's consolidated financial statements.
In May 2003 the FASB issued SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150"). This statement requires that an issuer classify financial instruments that are within its scope as a liability. Many of those instruments were classified as equity under previous guidance. Most of the guidance in SFAS 150 was effective for all financial instruments entered into or modified after May 31, 2003, and otherwise was effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of the provisions of SFAS 150 did not have any impact on FREIT's consolidated financial statements.
In November 2002, the EITF reached a consensus on EITF 00-21, "Revenue Arrangements with Multiple Deliverables," related to the separation and allocation of consideration for arrangements that include multiple deliverables. The EITF requires that when the deliverables included in this type of arrangement meet certain criteria they should be accounted for separately as separate units of accounting. This may result in a difference in the timing of revenue recognition but will not result in a change in the total amount of revenues recognized in a bundled sales arrangement. The allocation of revenues to the separate deliverables is based on the relative fair value of each item. If the fair value is not available for the delivered items then the residual method must be used. This method requires that the amount allocated to the undelivered items in the arrangement is their full fair value. This would result in the discount, if any, being allocated to the delivered items. This consensus was effective prospectively for arrangements entered into in fiscal periods beginning after June 15, 2003. The adoption of the provisions of EITF 00-21 did not have a material impact on FREIT's consolidated financial statements.
In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements Nos. 5, 57 and 107 and a rescission of FASB Interpretation No. 34." This Interpretation, among other things, clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The adoption of the initial recognition and measurement provisions of the Interpretation was required for guarantees issued or modified after December 31, 2002. Such adoption did not have a material impact on FREIT's consolidated financial statements.
SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
Pursuant to the Securities and Exchange Commission ("SEC") disclosure guidance for "Critical Accounting Policies," the SEC defines Critical Accounting Policies as those that require the application of Management's most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, the preparation of which takes into account estimates based on judgments and assumptions that affect certain amounts and disclosures. Accordingly, actual results could differ from these estimates. The accounting policies and estimates used, which are outlined in Note 1 to our Consolidated Financial Statements which is presented elsewhere in this Annual Report, have been applied consistently as at October 31, 2004 and 2003, and for the years ended October 31, 2004, 2003 and 2002. We believe that the following accounting policies or estimates require the application of Management's most difficult, subjective, or complex judgments:
Revenue Recognition: Base rents, additional rents based on tenants' sales volume and reimbursement of the tenants' share of certain operating expenses are generally recognized when due from tenants. The straight-line basis is used to recognize base rents under leases if they provide for varying rents over the lease terms. Straight-line rents represent unbilled rents receivable to the extent straight-line rents exceed current rents billed in accordance with lease agreements. Before FREIT can recognize revenue, it is required to assess, among other things, its collectibility. If we incorrectly determine the collectibility of revenue, our net income and assets could be overstated.
Valuation of Long-Lived Assets: We periodically assess the carrying value of long-lived assets whenever we determine that events or changes in circumstances indicate that their carrying amount may not be recoverable. When FREIT determines that the carrying value of long-lived assets may be impaired, the measurement of any impairment is based on a projected discounted cash flow method determined by FREIT's management. While we believe that our discounted cash flow methods are reasonable, different assumptions regarding such cash flows may significantly affect the measurement of impairment.
Results of Operations:
In October 2001, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 requires the reporting of discontinued operations to include components of an entity that have either been disposed of or are classified as held for sale. FREIT has adopted SFAS No. 144. During 2002 and 2004, FREIT sold its Camden, NJ and its Olney, MD properties, respectively. FREIT has reclassified the net income (loss) from the operation,of these properties as Discontinued Operations for all periods presented. The adoption of SFAS No. 144 did not have an impact on net income, but only impacted the presentation of these properties within the consolidated statements of income. The results of this reclassification can be seen in "ITEM 6 SELECTED FINANCIAL DATA" above and in the Consolidated Financial Statements of FREIT (including related notes thereto) appearing elsewhere in this Form 10-K.
Since we consider net income from continuing operations (which excludes the operations of the Camden and Olney properties) to be the most significant element of net income, all references and comparisons refer to this item unless otherwise stated. All references to per share amounts are on a diluted basis (unless otherwise indicated), and refer to earnings per share from continuing operations and have been adjusted to reflect the one-for-one share dividends paid in October 2001 and March 2004.
Results of Operations:
Fiscal Year Ended October 31, 2004 and 2003
Revenues for the fiscal year ended October 31, 2004 ("Fiscal 2004") increased $4,939,000 or 19.3% over revenues for the fiscal year ended October 31, 2003 ("Fiscal 2003"). The components of the increase are summarized in this chart:
Year Ended October 31, ------------------ Increase 2004 2003 (Decrease) ---- ---- ----------
Retail revenues: Same properties(1) $16,105 $15,304 $ 801 New Properties 1,253 265 988 ------- ------- ------- 17,358 15,569 1,789 ------- ------- ------- Residential revenues: Same properties(1) 9,978 9,830 148 New Properties 3,020 3,020 ------- ------- ------- 12,998 9,830 3,168 ------- ------- -------
Total real estate revenues 30,356 25,399 4,957
Investment income and other 183 201 (18) ------- ------- -------
Total Revenues $30,539 $25,600 $ 4,939 ======= ======= =======
(1) Properties operated since the beginning of fiscal 2003.
New Properties, specifically The Pierre, generated the major increase in revenues. The Pierre is a 269-apartment high-rise residential property in Hackensack, NJ, that was purchased in July 2004.
Income from continuing operations increased $428,000 (8.9%) to $5,252,000 for Fiscal 2004 from Fiscal 2003.
SEGMENT INFORMATION
The following table sets forth comparative operating data for FREIT's real estate segments.
The above table details the comparative net operating income ("NOI") for FREIT's Retail and Residential Segments, and reconciles the combined NOI to consolidated Net Income. 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 and financing costs. FREIT assesses and measures segment operating results based on NOI. NOI is not a measure of operating results or cash flow as measured by generally accepted accounting principles, 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.
RETAIL SEGMENT
During Fiscal 2004 revenues increased $1,728,000 (11.3%) to $17,021,000 and NOI increased $1,302,000 (12.9%) to $11,358,000. $850,000 of the NOI increase is attributable to the new properties of the Damascus Shopping Center, acquired July 2003, and rent from our land lease in Rockaway Township, NJ, that commenced December 2003. Revenues from same properties increased 5.2% to $16,105,000 and NOI from same properties increased $612,000 (6.2%) to $10,508,000. The reasons for the favorable increases are attributable to higher occupancy for full Fiscal 2004 and higher rents.
RESIDENTIAL SEGMENT
Residential revenue increased $3,168,000 (32.2%) to $12,998,000 during Fiscal 2004 from $9,830,000 for Fiscal 2003. As indicated above, the principal amount of the increase was attributable to the operations of The Pierre, which has been included in operations for the period from April 15, 2004 through October 31, 2004. The Pierre, a 269-apartment unit high rise in Hackensack, NJ, was acquired by S And A, FREIT's 75% owned subsidiary.
While revenues at the same properties (properties operated since the start of Fiscal 2003) increased slightly to $9,978,000 during Fiscal 2004 from $9,830,000 for Fiscal 2003, average occupancy for the same properties decreased to 94.8% during Fiscal 2004 compared to 96.2% for Fiscal 2003. The decreased in occupancy was the result of weakened demand for rental housing in our markets. This reduced occupancy, coupled with rent concessions, higher advertising, painting and decorating expenses, resulted in the NOI of our same properties falling $210,000 (3.5%) to $5,723,000 for Fiscal 2003 from $5,933,000 for Fiscal 2003.
We feel the rental housing demand has firmed, as occupancies are increasing and concessions eliminated. We expect fiscal 2005 to show improved operating results in the residential segment.
While demand During Fiscal 2004 was sluggish, average monthly asking rents at our same properties increased 2.1% to $1,192, from $1,167 during Fiscal 2003. Average asking monthly rents for all properties, including The Pierre, were $1,529.
Our residential revenue is principally composed of monthly apartment rental income. Total rental income is a factor of occupancy and monthly apartment rents. A 1% decline in annual average occupancy, or a 1% decline in average rents, results in an annual decline of $158,000 and $149,000 respectively.
During Fiscal 2004 we expended $416,000 ($580 per apartment unit), excluding The Pierre, to improve and maintain the competitiveness of our apartments. Since our apartment communities were constructed more than 25 years ago, we tend to spend more in any given year on maintenance and capital improvements than may be spent on newer properties. At The Pierre a major renovation program has been started. We intend to modernize, where required, all apartments and modernize some of the buildings mechanical services. This renovation is expected to take, at least, several years to complete and will be financed from operating cash flow in cash reserves.
Rockaway Township, NJ
We own approximately 20 +/- acres of undeveloped land in Rockaway Township, NJ. Building plan approval has been received from Rockaway Township for the construction of 129 garden apartment units. Development costs are estimated at $13.8 million that we will finance, in part, from construction financing and, in part, from funds available from our institutional money market investments. We have received final water allocation and sewer approval from the NJ Department of Environmental Protection. As soon as construction agreements are negotiated and finalized, construction will begin and is expected to last twelve to eighteen months.
NET INVESTMENT INCOME
Net investment income decreased approximately 9% to $183,000 for Fiscal 2004 compared to $201,000 for Fiscal 2003. Net investment income is principally derived from interest earned from our cash on deposit in institutional money market funds. The amount of earnings is dependent on prevailing interest rates in effect from time-to-time.
FINANCING COSTS
Financing costs are summarized as follows:
Year Ended October 31, -------------- 2004 2003 ---- ---- ($000) Fixed rate Mortgages 1st Mortgages Existing $7,040 $7,323 New (1) 1,162 59 2nd Mortgages New (1) 564 243 Credit Line 23 Other 61 36 ------ ------ 8,850 7,661 Amortization of Mortgage Costs 196 177 ------ ------ Financing Costs $9,046 $7,838 ====== ======
(1) Mortgages not in place at beginning of Fiscal 2003.
Financing costs for Fiscal 2004 increased by $1,208,000 (15.4%) compared to Fiscal 2003. The principal reasons for the increase were the new first mortgage loans on FREIT's acquisitions of the Damascus S/C in 2003 and The Pierre during Fiscal 2004; and the result of a full years interest expense on the 2nd mortgages placed on several of our residential properties during Fiscal 2003. Additionally, FREIT incurred interest costs for draws against its credit line to purchase The Pierre.
GENERAL AND ADMINISTRATIVE EXPENSES
Our General and Administrative expenses increased 16.4% to $689,000 for Fiscal 2004 from $592,000 for Fiscal 2003. The principal reasons for the increase were higher Officer and Trustee's fees for Fiscal 2003, higher NJ income taxes, and increases in legal fees.
DEPRECIATION
Depreciation expense in fiscal 2004 increased $838,000 (29.5%) to $3,677,000 from $2,839,000 for Fiscal 2003. The principal reasons for the increase was the acquisition of The Pierre during Fiscal 2004, and a full year's depreciation take on the Damascus S/C which was purchased during Fiscal 2003.
Results of Operations:
Fiscal Years Ended October 31, 2003 and 2002
Revenues for the fiscal year ended October 31, 2003 ("Fiscal 2003") increased $5,780,000 or 29% over revenues for the fiscal year ended October 31, 2002 ("Fiscal 2002"). The components of the increase are summarized in this chart:
Year Ended October 31, ----------------- Increase 2003 2002 (decrease) ---- ---- ----------
Retail revenues: Same properties (1) $10,445 $10,063 $ 382 New Properties 5,124 -- 5,124 ------- ------- ------- 15,569 10,063 5,506 ------- ------- ------- Residential revenues: Same properties (1) 9,830 9,508 322 ------- ------- ------- 9,830 9,508 322 ------- ------- -------
Total real estate revenues 25,399 19,571 5,828
Investment income and other 201 249 (48) ------- ------- -------
Total Revenues $25,600 $19,820 $ 5,780 ======= ======= =======
(1) Properties operated since the beginning of fiscal 2002.
Income from continuing operations decreased marginally to $4,824,000 for Fiscal 2003 from $4,872,000 for Fiscal 2002.
SEGMENT INFORMATION
The following table sets forth comparative operating data for FREIT's real estate segments:
The above table details the comparative net operating income ("NOI") for FREIT's Retail and Residential Segments, and reconciles the combined NOI to consolidated Net Income. 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 and financing costs. FREIT assesses and measures segment operating results based on NOI. NOI is not a measure of operating results or cash flow as measured by generally accepted accounting principles, 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.
RETAIL SEGMENT
During Fiscal 2003, revenues increased by $5,493,000 (56.1%) and NOI increased by $ 3,162,000 (45.9%) in spite of average occupancy declining 5.4% to 91.5% from 96.9% for Fiscal 2002.
Revenues and NOI from same properties (those properties included for a full year in fiscal 2003 and 2002) for Fiscal 2003 increased by $508,000 (5.2%) and $195,000 (2.8%) respectively over Fiscal 2002. The balance of the revenue and NOI increase came from our Damascus Center that we acquired on July 31, 2003, and the Preakness Center that was acquired on November 1, 2002.
The increases for Fiscal 2003 from same properties reflects higher rents from existing tenants and rents from new tenants not in occupancy during Fiscal 2002. The increased rents offset the decline in average occupancy, principally at our Westridge Square property with the vacancy created by the Westridge Cinema closing its theater (see below). This vacancy, if the space in not leased, will have a greater negative impact in the next fiscal year.
Westridge Square:
In February 2003 Westridge Cinema ("Tenant") closed its theater and ceased paying rent. Tenant's lease expires April 30, 2007. Total rent and expense reimbursements currently aggregate approximately $488,000 per year. FREIT and Tenant have agreed on the terms of a lease termination agreement whereby Tenant paid FREIT a lump sum payment of approximately $1.8 million to terminate the lease. The mortgage lender has agreed to the termination agreement with the stipulation that the entire lump sum payment made by the Tenant be deposited in an interest bearing escrow account held for the benefit of the mortgage lender. Up to $750,000 will be disbursed to FREIT (a) in monthly installments of $31,595 over approximately twenty four (24) months, or (b) the balance of the undisbursed $750,000 will be disbursed once the mortgage lender is provided with a Certificate of Occupancy ("C of O") covering all of the space vacated by the Tenant. The balance of the lease termination payment of approximately $1 million representing a Tenant Improvement ("TI") Reserve, will be disbursed to FREIT at the earlier of (a) in $250,000 increments as comparable amounts of TI's are incurred, or (b) when a C of O is obtained and the space vacated by the Tenant is leased and re-occupied, or (c) when the mortgage loan has been re-paid.
ACQUISITION
On July 31, 2003, Damascus Centre, LLC, an entity wholly owned by FREIT, acquired the Damascus Shopping Center in Damascus, MD.
The shopping center is situated on 13 acres, and contains approximately 139,000 SF of retail and office space. A Safeway supermarket is the anchor tenant.
The total acquisition costs of $10.3 Million were financed in part by the assumption of an existing $2.6 Million first mortgage loan and the balance of $7.7 Million with equity capital. Included in the acquisition costs is an amount paid to an existing tenant to terminate its lease as of December 31, 2003. FREIT is considering offering an interest in this investment to an entity owned by employees of Hekemian, FREIT's managing agent.
FREIT plans to demolish the existing buildings, with the exception of the freestanding McDonald's restaurant. A new Shopping Center will be constructed of approximately 145,000 SF, of which 58,000 SF is expected to be occupied by a new, prototype supermarket. A smaller building will be constructed on an out parcel which will accommodate the office tenants as well as some smaller, retail space. This plan to construct a new center is subject to obtaining all approvals and building permits from the various governing authorities. Construction costs for the new center are estimated at approximately $13 million. Construction is expected to begin during the latter part of 2005.
RESIDENTIAL SEGMENT
Residential revenue increased by $322,000 (3.4%) to $9,830,000 during Fiscal 2003 from $9,508,000 during Fiscal 2002. Average occupancy for both Fiscal 2003 and Fiscal 2002 remained substantially unchanged at 96.25 and 96.45 respectively. NOI decreased marginally to $5,934,000 for Fiscal 2003 compared to $5,954,000 for Fiscal 2002. The increase in revenue during Fiscal 2003 was more than offset by increased expenses (snow removal and heating costs) brought on by the severe 2002/2003 winter.
While the demand for apartments was weak at the start of Fiscal 2003, demand at our properties picked up as evidenced by average annual asking monthly rents increasing 3.6% to $1,167 from $1,126 during Fiscal 2002. As at October 31, 2003, average asking monthly rents were $1,167
Our residential revenue is principally composed of monthly apartment rental income. Total apartment rental income is a factor of occupancy and monthly apartment rents. A 1% decline in annual average occupancy, or a 1% decline in average rents, results in an annual decline in revenues of approximately $100,000.
In keeping with our policy of improving our apartments and maintaining their competitiveness, we invested $596,000 ($831 per apartment) in our capital program during Fiscal 2003. Since our apartment communities were constructed more than 25 years ago, we tend to spend more in any given year on maintenance and capital improvements than may be spent on newer properties.
We own 20 +/- acres of undeveloped land in Rockaway, NJ, and have received building plan approval and a water allocation from the Township for the construction of 129 garden apartment units. Development costs are estimated at $13.8 million that we will finance, in part, from construction financing and, in part, from funds available from our institutional money market investment. We expect construction to commence by the summer of 2005. Through October 31, 2003 approximately $260,000 of pre-construction development costs have been expended and deferred.
Approximately one (1) acre of the Rockaway Township land has been sub-divided and leased to a bank. Rent under the land lease commenced in December 2003.
NET INVESTMENT INCOME
Net investment income decreased 19.3% to $201,000 in Fiscal 2003 compared to $249,000 for Fiscal 2002. Net investment income for the past two years was principally interest earned from our investments in money market funds. The lower interest rate environment during Fiscal 2003 compared to Fiscal 2002, coupled with lower average investment balances, due to the acquisition of the Damascus shopping center, accounted for the reduced investment income. Our average yield during Fiscal 2003 was approximately 1.6% compared to 1.9% during Fiscal 2002.
FINANCING COSTS
Financing costs are summarized as follows:
Year Ended October 31, ----------------- 2003 2002 ---- ---- ($000) Fixed rate Mortgages 1st Mortgages Existing $5,162 $5,353 New (1) 2,220 -- 2nd Mortgages New (1) 243 -- Other 36 14
------ ------ 7,661 5,367 Amortization of Mortgage Costs 177 113
------ ------ Financing Costs $7,838 $5,480 ====== ======
(1) Mortgages not in place at beginning of fiscal 2002.
Financing costs for Fiscal 2003 increased $2,358,000 (43%) to $7,838,000 from $5,480,000 for Fiscal 2002. The increase is principally attributable to the mortgages on FREIT's acquisitions of the Preakness Center in Wayne,NJ, and the Damascus Center in Damascus, MD. The decrease in financing costs from existing mortgages is principally attributable to reduced interest costs resulting from lower mortgage balances from normal loan amortization.
During November 2002, we renegotiated the terms of the first mortgage note on our retail property in Patchogue, NY. The mortgage note, which had an outstanding principal balance of $6.9 million, was due on January 1, 2005, and carried a fixed interest rate of 7.375%. The due date has been extended three years (3) and the interest rate was reduced to a fixed interest rate of 5.95%. This interest rate reduction will reduce FREIT's interest costs and debt service requirements going forward.
To create additional liquidity and lock in favorable long-term interest rates, FREIT took advantage of the Freddie Mac second mortgage program. This program allows add-ons to existing Freddie Mac first mortgages to the extent justified by increased values and cash flows. On August 20, 2003, FREIT placed add-on second mortgages on three of its residential properties (Berdan Court, Hammel Gardens and Steuben Arms). The second mortgage loans aggregated approximately $7 million bearing an average fixed rate of 5.2%. The due dates of the second mortgage loans are co-terminus with the underlying first mortgage loans with respect to the properties. FREIT received net financing proceeds of approximately $6.9 million from the add-on second mortgages.
As a result of the second mortgage financing, and the first mortgage debt assumed from the acquisition of the Damascus shopping center, financing costs for the fiscal year ending October 31, 2004 are expected to increase.
On June 30, 2003, Wayne PSC refinanced its original $26.5 million first mortgage loan with a new $32.5 million mortgage loan. The term of the new loan is thirteen (13) years, with interest fixed at 6.04%, and the loan will require interest only payments for the first three years and thereafter be amortized over a 25-year life. FREIT received $2.4 million of the net re-finance proceeds as a distribution from WaynePSC.
GENERAL AND ADMINISTRATIVE EXPENSES
Our General and Administrative expenses increased to $592,000 in Fiscal 2003 from $449,000 in Fiscal 2002. The increase in Fiscal 2003 results principally from increased Officer and Trustee's fees.
DEPRECIATION
Depreciation expense in Fiscal 2003 increased $2.839 million compared to $2.155 million for Fiscal 2002. Most of this increase is attributable to the acquisition of the Damascus and Preakness shopping centers and to capital improvements made to our properties during Fiscal 2003.
-----------------------------
LIQUIDITY AND CAPITAL RESOURCES
Our financial condition remains strong. Net cash provided by operating activities was $11.3 million for Fiscal 2004 compared to $6.2 million for Fiscal 2003. We expect that cash provided by operating activities will be adequate to cover mandatory debt service payments, recurring capital improvements and dividends necessary to retain qualification as a REIT (90% of taxable income).
As at October 31, 2004, we had cash and marketable securities totaling $18.8 million compared to $14.4 million at October 31, 2003. These funds are available for construction, property acquisitions and general needs.
As described in the segment analysis above, we are planning the construction of apartment rental units in Rockaway Township, NJ and the rebuilding of the Damascus Shopping Center, in Damascus, MD. The total capital required for these projects is estimated at $13.8 million and $13 million, respectively. We expect to finance these costs, in part, from construction and mortgage financing and, in part, from funds available in our institutional money market investment.
At October 31, 2004, FREIT's aggregate outstanding mortgage debt was $148.2 million. This debt bears a fixed weighted average interest rate of 6.451%, and an average life of approximately 8 years. The fixed rate mortgages are subject to repayment (amortization) schedules that are longer than the term of the mortgages. As such, balloon payments for all mortgage debt will be required as follows:
-------------------------- Year $ Millions -------------------------- 2007 $ 15.7 -------------------------- 2008 $ 5.9 -------------------------- 2010 $ 12.3 -------------------------- 2013 $ 8.0 -------------------------- 2014 $ 26.1 -------------------------- 2016 $ 24.7 -------------------------- 2019 $ 28.3 --------------------------
The following table shows the estimated fair value and carrying value of our long-term debt at October 31, 2003 and 2002:
October 31, October 31, (In Millions) 2004 2003 ------------- ---- ----
Fair Value $158.1 $131.7 Carrying Value $148.2 $126.8
Fair values are estimated based on market interest rates at the end of each fiscal year and on discounted cash flow analysis. Changes in assumptions or estimation methods may significantly affect these fair value estimates.
FREIT expects to re-finance the individual mortgages with new mortgages when their terms expire. To this extent we have exposure to interest rate risk on our fixed rate debt obligations. 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 re-financing proceeds may be less than the amount of mortgage debt being retired. For example, a one percent interest rate increase would reduce the fair value of our debt by $7.7 million, and a one percent decrease would increase the fair value by $7.3 million.
We believe that the values of our properties will be adequate to command re-financing proceeds equal to, or higher than the mortgage debt to be re-financed. We continually review our debt levels to determine if additional debt can prudentially be utilized for property acquisition additions to our real estate portfolio that will increase income and cash flow to shareholders.
Credit Line:
FREIT's $14 million line of credit expired on January 21, 2005 (extended date) and has been replaced by an $18 million line of credit. The line of credit well to for three years but can be cancelled by the bank, at its will, at each anniversary date. Draws against the credit line can be used for general corporate purposes, for property acquisitions, construction activities, and letters-of-credit. Draws against the credit line are secured by mortgages on FREIT's Franklin Crossing Shopping Center, Franklin Lakes, NJ, retail space in Glen Rock, NJ, Lakewood Apartments, Lakewood, NJ, and Grandview Apartments, Hasbrouck Heights, NJ. Interest rates on draws will be set at the time of each draw for 30, 60, or 90 day periods, based on out choice of the prime rate or at 175 basis points over the 30, 60, or 90 day LIBOR rates at the time of the draws.
During Fiscal 2004 FREIT borrowed $3.9 million against its credit line to use for the purchase of The Pierre. This borrowing was repaid in June 2004. As of October 31, 2004 there were no draws outstanding against this line. As at January 19, 2005 the credit line has been utilized for the issuance of a $2 million Letter of Credit for the benefit of the Township of Rockaway in connection with our construction of 129 garden apartment units.
On January 21, 2005 FREIT, taking advantage of an expired yield maintenance pre payment penalty, pre-paid the 9.25% fixed interest mortgage note secured by the Damascus Shopping Center, in the amount of approximately $2.3 million. FREIT used funds from its institutional money market account to make the pre-payment.
FREIT's total capital commitments, including long term debt, are summarized as follows:
(a) Excludes the impact of prepaying the $2.3 million Damascus Shopping Center mortgage.
Distributions to Shareholders
Since its inception in 1961, FREIT has elected to be treated as a REIT for Federal income tax purposes. In order to qualify as a REIT, we must satisfy a number of highly technical and complex operational requirements including that we must distribute to our
shareholders at least 90% of our REIT taxable income. We anticipate making distributions to shareholders from operating cash flows, which are expected to increase from future growth in rental revenues. Although cash used to make distributions reduces amounts available for capital investment, we generally intend to distribute not less than the minimum of REIT taxable income necessary to satisfy the applicable REIT requirement as set forth in the Internal Revenue Code. With respect to the Jobs and Growth Tax Relief Reconciliation Act of 2003, the reduction of the tax rate on dividends does not apply to FREIT dividends. Since it is FREIT's policy to pass on at least 90 percent of its taxable income to shareholders, FREIT's taxable income is untaxed at the Trust level. As a result, FREIT's dividends will be taxed as ordinary income.
It has been our policy to pay fixed quarterly dividends for the first three quarters of each fiscal year, and a final fourth quarter dividend based on the fiscal year's net income and taxable income. The Board has decided to fix the dividend for the first three quarters of fiscal 2005 at $.25 per share. The following tables list the quarterly dividends paid or declared for the three most recent fiscal years and the percent the dividends were of taxable income. Per share amounts have been adjusted to reflect the one-for-one share dividends paid in October 2001 and March 2004.
---------------------------------------------------------- Fiscal Year ended October 31,(1) ---------------------------------------------------------- 2004 2003 2002 ---------------------------------------------------------- First Quarter $ 0.20 $ 0.175 $ 0.15 Second Quarter $ 0.20 $ 0.175 $ 0.15 Third Quarter $ 0.20 $ 0.175 $ 0.15 Fourth Quarter $ 0.50 $ 0.375 $ 0.41 (2) ---------------------------------------------------------- Total For Year $ 1.10 $ 0.90 $ 0.86 ----------------------------------------------------------
(1) All prior periods adjusted for one-for-one stock split on March 31, 2004.
(2) Includes special $0.075 dividend representing the gain on the sale of Camden property.
($000) ---------------------- Dividends Fiscal Per Total Taxable as a % of Year Share Dividends Income Taxable Income -------------------------------------------------------------------- 2004 $ 1.10 $ 7,064 $ 5,700 123.9% 2003 $ 0.90 $ 5,667 $ 4,576 123.8% 2002 $ 0.86 $ 5,366 $ 5,258 102.1% --------------------------------------------------------------------
INFLATION
Inflation can impact the financial performance of FREIT in various ways. Our retail tenant leases normally provide that the tenants bear all or a portion of most operating expenses, which can reduce the impact of inflationary increases on FREIT. Apartment leases are normally for a one-year term, which may allow us to seek increased rents as leases renew or when new tenants are obtained.
Item 7A:
Item 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Liquidity and Capital Resources" and "Retail and Residential Segment" above.
ITEM 8
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and supplementary data of FREIT are submitted as a separate section of this Annual Report. See "Index to Consolidated Financial Statements" on page of this Annual Report.
ITEM 9
ITEM 9 CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
TEM 9A: CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of FREIT's disclosure controls and procedures. This evaluation was carried out under the supervision and with participation of FREIT's management, including FREIT's Chairman and Chief Executive Officer and Chief Financial Officer, who concluded that FREIT's disclosure controls and procedures are effective. There have been no significant changes in FREIT's internal controls or in other factors which could significantly affect internal controls subsequent to the date we carried out our evaluation.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in FREIT's reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in FREIT's reports filed under the Exchange Act is accumulated and communicated to management, including FREIT's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
PART III
Certain information required by Part III is incorporated by reference to FREIT's definitive proxy statement (the "Proxy Statement") to be filed with the Securities and Exchange Commission no later than 120 days after the end of FREIT's fiscal year covered by this Annual Report. Only those sections of the Proxy Statement that specifically address the items set forth in this Annual Report are incorporated by reference from the Proxy Statement into this Annual Report.
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information concerning FREIT's trustees required by this item is incorporated herein by reference to the sections titled "Election of Trustees" and "Compliance with Section 16(a) of the Securities Exchange Act" in FREIT's Proxy Statement for its Annual Meeting to be held in April 2005.
The information concerning FREIT's executive officers required by this item is set forth in Item 4A of Part I of this Annual Report under the caption "Executive Officers of FREIT."
ITEM 11: EXECUTIVE COMPENSATION
The information pertaining to executive compensation required by this item is incorporated herein by reference to the section titled "Election of Trustees - Executive Compensation" in FREIT's Proxy Statement for its Annual Meeting to be held in April 2005.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 403 of Regulation S-K to be included as part of this item is incorporated herein by reference to the section titled "Security Ownership of Certain Beneficial Owners and Management" in FREIT's Proxy Statement for its Annual Meeting to be held in April 2005.
Securities Authorized for Issuance under Equity Compensation Plans
The number of stock options outstanding under our equity compensation plans, the weighted average exercise price of outstanding options, and the number of securities remaining available for issuance, as of October 31, 2004 follows:
(1) FREIT's equity incentive plan provides for the issuance of awards to officers, trustees, employees and consultants in the form of nonqualified options to acquire shares of beneficial interest, restricted shares and other share based awards.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference to the section titled "Certain Relationships and Related Transactions" in FREIT's Proxy Statement for its Annual Meeting to be held in April 2005.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required in response to this Item is incorporated by reference to the information contained in FREIT's Proxy Statement for its Annual Meeting to be held in April 2005 under the captions "Audit Fees," "Related Fees," " Tax Fees" and "All Other Fees."
PART IV
ITEM 15: EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES.
(a) Financial Statements
(i) Reports of Independent Registered Public Accounting Firm, J.H. Cohn LLP
(ii) Consolidated Balance Sheets as of October 31, 2004 and 2003
(iii) Consolidated Statements of Income, Comprehensive Income, and Undistributed Earnings for the years ended October 31, 2004, 2003 and 2002
(iv) Consolidated Statements of Cash Flows for the years ended October 31, 2004, 2003 and 2002
(v) Notes to Consolidated Financial Statements
Financial Statement Schedules:
(i) Real Estate and Accumulated Depreciation.
Exhibits:
See Index to Exhibits immediately following the Financial Statements.
(b) Exhibits:
See Index to Exhibits.
(c) Financial Statement Schedules:
See Index to Financial Statements and Financial Statement Schedules.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, FREIT has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
First Real Estate Investment Trust of New Jersey
Dated: February 9, 2005 By:/s/ Robert S. Hekemian -----------------------------
Robert S. Hekemian, Chairman of the Board and Chief Executive Officer
By: /s/ Donald W. Barney ------------------------------------
Donald W. Barney President, Treasurer and Chief Financial Officer
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (ITEMS 8 AND 14(a)) -------------------------------------------------
PAGE ---- (A) Financial Statements:
Report of Independent Registerd Public Accounting Firm
Consolidated Balance Sheets October 31, 2004 and 2003
Consolidated Statements of Income, Comprehensive Income and Undistributed Earnings Years ended October 31, 2004, 2003 and 2002
Consolidated Statements of Cash Flows Years Ended October 31, 2004, 2003 and 2002
Notes To Consolidated Financial Statements
(B) Financial Statement Schedules:
XI - Real Estate and Accumulated Depreciation /F-23
Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the consolidated financial statement or notes thereto.
* * *
F - 1
Report of Independent Registered Public Accounting Firm -------------------------------------------------------
To the Trustees and Shareholders First Real Estate Investment Trust of New Jersey
We have audited the accompanying consolidated balance sheets of First Real Estate Investment Trust of New Jersey and Subsidiaries ("FREIT") as of October 31, 2004 and 2003, and the related consolidated statements of income, comprehensive income and undistributed earnings and cash flows for each of the three years in the period ended October 31, 2004. These financial statements are the responsibility of FREIT's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Real Estate Investment Trust of New Jersey and Subsidiaries as of October 31,2004 and 2003, and their results of operations and cash flows for each of the three years in the period ended October 31, 2004, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1, in 2004 FREIT adopted the provisions of Financial Accounting Standards Board Interpretation No. 46R, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No.51." Accordingly, FREIT consolidated certain affiliates which had previously been accounted for on the equity method and restated all prior periods presented.
Our audits referred to above included the information in Schedule XI, which presents fairly, when read in conjunction with the consolidated financial statements, the information required to be set forth therein.
/s/ J.H. Cohn LLP
Roseland, New Jersey January 10, 2005
F - 2
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS OCTOBER 31, 2004 AND 2003
See Notes to Consolidated Financial Statements.
F - 3
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME, COMPREHENSIVE INCOME AND UNDISTRIBUTED EARNINGS YEARS ENDED OCTOBER 31, 2004, 2003 AND 2002
See Notes to Consolidated Financial Statements.
F - 4
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED OCTOBER 31, 2004, 2003 AND 2002
(a) In April 2004, S And A Commercial Associates LP, a 75% owned subsidiary of FREIT, completed the acquisition of a 269 unit high rise apartment building in Hackensack, NJ for approximately $45,586,000, in part with the proceeds of a $29,583,000 mortgage.
(b) (i) In November 2002, Wayne PSC, LLC, a 40% owned subsidiary of FREIT, completed the acquisition of a 323,000 sq. ft. shopping center in Wayne, NJ, for approximately $33,282,000, in part with the proceeds of a $26,500,000 mortgage. (ii) In July 2003, Damascus Centre LLC, a 100% owned subsidiary of FREIT, completed the acquisition of a 139,000 sq ft. shopping center in Damascus, MD for approximately $9,833,000, in part by assuming a mortgage in the amount of $2,608,000.
See Notes to Consolidated Financial Statements.
F - 5
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization and significant accounting policies:
Organization:
First Real Estate Investment Trust of New Jersey ("FREIT") was organized November 1, 1961 as a New Jersey Business Trust. FREIT is engaged in owning residential and commercial income producing properties located primarily in New Jersey, Maryland and New York.
FREIT has elected to be taxed as a Real Estate Investment Trust under the provisions of Sections 856-860 of the Internal Revenue Code, as amended. Accordingly, FREIT does not pay Federal income tax on income whenever income distributed to shareholders is equal to at least 90% of real estate investment trust taxable income. Further, FREIT pays no Federal income tax on capital gains distributed to shareholders.
FREIT is subject to Federal income tax on undistributed taxable income and capital gains. FREIT may make an annual election under Section 858 of the Internal Revenue Code to apply part of the regular dividends paid in each respective subsequent year as a distribution for the immediately preceding year. For fiscal 2004, 2003 and 2002, FREIT made such an election.
Principles of consolidation:
In December 2003, the FASB issued FIN 46 R, "Consolidation of Variable interest Entities, an Interpretation of Accounting Research Bulletin No. 51." ("FIN 46R"). FIN 46R requires the consolidation of an entity in which an enterprise absorbs a majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity (variable interest entities, or "VIEs"). Currently, entities are generally consolidated by an enterprise when it has a controlling financial interest through ownership or a majority voting interest in the entity. FIN 46R is applicable for financial statements of public entities that have interests in VIEs or potential VIEs referred to as special-purpose entities for periods ending after December 31, 2003. Applications by public entities for all other types of entities are required in financial statements for periods ending after March 15, 2004.
In accordance with the definition of related parties as defined in paragraph 16 of FIN 46R and the guidance in paragraph 4h, it is the belief of the management of FREIT that FIN 46R is applicable to Westwood Hills, LLC and Wayne PSC, LLC, both 40% owned by FREIT. Because of this determination, FREIT has consolidated these two entities in its consolidated financial statements for the fiscal year ended October 31, 2004, and has restated all prior periods included in this annual report on Form 10-K. The consolidation of these two entities did not have any impact on FREIT's equity, net income or earnings per share.
Accordingly, the consolidated financial statements include the accounts of FREIT,and its subsidiaries as follows:
F - 6
The consolidated financial statements include 100% of each subsidiary's assets, liabilities, operations and cash flows with the interests not owned by FREIT reflected as "minority interest". All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Cash and cash equivalents:
Financial instruments that potentially subject FREIT to concentrations of credit risk consist primarily of cash and cash equivalents. FREIT considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. FREIT maintains its cash and cash equivalents in bank and other accounts, the balances of which, at times, may exceed Federally insured limits. At October 31, 2004, such cash and cash equivalent balances exceeded Federally insured limits by approximately $17,861,000. Exposure to credit risk is reduced by placing such deposits with high credit quality financial institutions.
Depreciation:
Real estate and equipment are depreciated on the straight-line method by annual charges to operations calculated to absorb costs of assets over their estimated useful lives.
Impairment of long-lived assets:
FREIT has adopted the provisions of Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment of Long-Lived Assets" ("SFAS 144"). Under SFAS 144, impairment losses on long-lived assets, such as real estate and equipment, are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts.
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Deferred charges:
Deferred charges consist of mortgage costs and leasing commissions. Deferred mortgage costs are amortized on the straight-line method by annual charges to operations over the terms of the mortgages. Amortization of such costs is included in interest expense and approximated $196,000, $177,000 and $113,000 in 2004, 2003 and 2002, respectively. Deferred leasing commissions are amortized on the straight-line method over the terms of the applicable leases.
Revenue recognition:
Income from leases is recognized on a straight-line basis regardless of when payment is due. Lease agreements between FREIT and commercial tenants generally provide for additional rentals based on such factors as percentage of tenants' sales in excess of specified volumes, increases in real estate taxes, Consumer Price Indices and common area maintenance charges. These additional rentals are generally included in income when reported to FREIT, when billed to tenants or ratably over the appropriate period.
Interest rate swap contract:
FREIT utilizes derivative financial instruments to reduce interest rate risk. FREIT does not hold or issue derivative financial instruments for trading purposes. Effective November 1, 2002, FREIT adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), which establishes accounting and reporting standards for derivative instruments and hedging activities and amended by statement of Financial Accounting Standards No. 149, "Amendment on Statement 133 on Derivative Instruments and Hedging activities". As required by SFAS 133, FREIT recognizes all derivatives as either assets or liabilities in the consolidated balance sheet and measures those instruments at fair value. Changes in fair value of those instruments are reported in earnings or other comprehensive income depending on the use of the derivative and whether it qualifies for hedge accounting. The accounting for gains and losses associated with changes in the fair value of the derivative and the effect on the consolidated financial statements depends on its hedge designation and whether the hedge is highly effective in achieving offsetting changes in the fair value of cash flows on the assets or liability hedged.
Advertising:
FREIT expenses the cost of advertising and promotions as incurred. Advertising costs charged to operations amounted to approximately $188,000, $116,000 and $99,000 in 2004, 2003 and 2002, respectively.
Earnings per share:
FREIT has presented "basic" and "diluted" earnings per share in the accompanying consolidated statements of income in accordance with the provisions of Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128").
Stock-based compensation:
In accordance with the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," FREIT will recognize compensation cost as a result of the issuance of stock options to employees, including directors, based on the excess, if any, of the fair value of the underlying shares at the date of grant or award (or at an appropriate subsequent measurement date) over the amount the employees must pay to acquire the shares (the "intrinsic value method"). However, FREIT will not be required to recognize compensation expense as a result of any grants to employees at an exercise price that is equal to or greater than fair value. FREIT will also make proforma disclosures, as required by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation -Transition and Disclosures" ("SFAS 148"), of net income or loss as if a fair value based method of accounting for stock options had been applied if such amounts differ materially from the historical amounts.
In accordance with the provisions of SFAS 123, all other issuances of shares of beneficial interest, options or other equity instruments to employees and nonemployees as the consideration for goods
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or services received by FREIT are accounted for based on the fair value of the equity instruments issued (unless the fair value of the consideration received can be more reliably measured). The fair value of any options or similar equity instruments issued will be estimated based on the Black-Scholes option-pricing model, which meets the criteria set forth in SFAS 123, and the assumption that all of the options or other equity instruments will ultimately vest. Such fair value is measured as of an appropriate date pursuant to EITF Issue No. 96-18 (generally, the earlier of the date the other party becomes committed to provide goods or services or the date performance by the other party is complete) and capitalized or expensed as if FREIT had paid cash for the goods or services.
Reclassifications:
Certain accounts in the 2003 and 2002 consolidated financial statements have been reclassified to conform with the current presentation.
Note 2 - Acquisition and Discontinued Operations:
On June 22, 2004, S And A closed on its contract for the sale of the Olney Town Center ("OTC") in Olney, Maryland. The sale price for the property was $28.2 million. The property was acquired in April 2000 for approximately $15.5 million. S And A utilized part of the selling price to repay the approximate $11 million first mortgage on the property. The operations of OTC are being classified as discontinued operations. For financial statement proposes, S And A recognized a gain of approximately $12.7 million from the sale.
On April 16, 2004, S And A closed on the purchase of The Pierre apartments. The Pierre is a 269-unit luxury high-rise apartment building located in Hackensack, N.J. The contract purchase price for The Pierre was approximately $44 million. This amount, together with estimated transaction costs of approximately $2 million, resulted in total acquisition costs of approximately $46 million. The acquisition costs were financed in part by a mortgage loan in the approximate amount of $30.0 million and the balance of approximately $16 million in cash. FREIT provided 75% of the cash required with the balance of approximately $4.0 million provided by the 25% minority owners of S And A.
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The net proceeds from the OTC sale after the repayment of the first mortgage repaid FREIT and the 25% minority owners for their advances made to acquire The Pierre.
S And A has structured the sale of OTC and the purchase of The Pierre in a manor that would qualify as a like kind exchange of real estate pursuant to Section 1031 of the Internal Revenue Code, and resulted in a deferral for income tax purposes of the realization of gain on the sale of OTC. Since it is the intention of FREIT to continue to qualify as a real estate investment trust, deferred tax would be minimal.
In November 2003 Wayne PSC, LLC, a 40% owned affiliate of FREIT acquired the Preakness Shopping Center in Wayne, NJ. The acquisition price of approximately $33 million was financed in part by a $26.5 million first mortgage.
On July 31, 2003 Damascus, a newly-formed-limited-liability-company- which is wholly owned by FREIT, acquired a 139,000 square foot shopping center in Damascus, Maryland. The total acquisition cost of approximately $9,933,000 was financed in part by the assumption of a $2,610,000 first mortgage.
The following unaudited pro forma information shows the results of operations fiscal years ended October 31, 2004, 2003 and 2002 for FREIT and Subsidiaries as though The Pierre, Preakness and Damascus had been acquired at the beginning of fiscal 2002:
The unaudited pro forma results include adjustments for depreciation based on the purchase price and increased interest expense based on the mortgage placed on the property at acquisition date and reduced net investment income related to assets utilized to make the acquisitions, and obligations incurred to complete the transactions.
The unaudited pro forma results of operations set forth above are not necessarily indicative of the results that would have occurred had the acquisitions been made at the beginning of fiscal 2002 or of future results of operations of FREIT's combined properties.
The acquisition price for The Pierre, including closing costs, was approximately $45.6 million. Based on a detailed appraisal of the property, the purchase price was allocated as follows: approximately $37.5 million (82.2%) was allocated to the building and other improvements and approximately $8.1 million (17.8%) was allocated towards land. Value attributable to leases was considered immaterial due to their short-term nature.
The Preakness Shopping Center was acquired for approximately $33 million. Based on a cost allocation study prepared by a third party consultant, approximately $23.7 million was allocated to buildings and improvements and approximately $9.3 million allocated to land. The center, at the time of purchase, was approximately 78% occupied. Management reviewed the existing leases and determined that in the aggregate, the leases approximated market.
The acquisition price for the Damascus shopping center was allocated to land and buildings based on relative fair value of each to the purchase price. It is management's intention to demolish the center and construct a new center, therefore, no value was allocated to the leases as they are relatively short-term and will be renegotiated for space in the new center.
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Note 3 - Real estate and equipment:
Real estate and equipment consists of the following:
Note 4 - Mortgages payable:
Mortgages payable consist of the following:
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(A) Payable in monthly installments of $152,153 including interest at 8.31% through June 2007 at which time the outstanding balance is due. The mortgage is secured by a retail building in Frederick, Maryland having a net book value of approximately $20,868,000.
(B) Payable in monthly installments of $73,248 including interest at 7.38% through February 2013 at which time the outstanding balance is due. The mortgage is secured by a retail building in Westwood, New Jersey having a net book value of approximately $11,309,000.
(C) Payable in monthly installments of $23,875 including interest at 6.70% through December 2013 at which time the outstanding balance is due. The mortgage is secured by an apartment building in Spring Lake, New Jersey having a net book value of approximately $575,000.
(D) Payable in monthly installments of $17,500 plus interest at the thirty day LIBOR rate plus 200 basis points through January 2008 at which time the outstanding balance is due. The mortgage is secured by a retail building in Patchogue, New York having a net book value of approximately $9,390,000.
(E) The first mortgage is payable in monthly installments of $76,023 including interest at 7.29% through July 2010 at which time the outstanding balance is due. The second mortgage is payable in monthly installments of $20,878 including interest at 4.92% through July 2010 at which time the outstanding balance is due. The mortgages are secured by an apartment building in Wayne, New Jersey having a net book value of approximately $1,555,000.
(F) The first mortgage is payable in monthly installments of $34,862 including interest at 6.75% through December 2013 at which time the outstanding balance is due. The second mortgage is payable in monthly installments of $12,318 including interest at 5.53% through December 2013 at which time the outstanding balance is due. The mortgages are secured by an apartment building in River Edge, New Jersey having a net book value of approximately $1,335,000.
(G) The first mortgage is payable in monthly installments of $25,295 including interest at 6.75% through December 2013 at which time the outstanding balance is due. The second mortgage is payable in monthly installments of $8,739 including interest at 5.53% through December 2013 at which time the outstanding balance is due. The mortgages are secured by an apartment building in Maywood, New Jersey having a net book value of approximately $809,000.
(H) Payable in monthly installments of $39,719 including interest at 9.25% through March 2011 at which time the outstanding balance is due. The mortgage is secured by a retail building in Damascus, Maryland having a net book value of approximately $9,786,000.
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(I) The first mortgage is payable in monthly installments of $99,946 including interest at 6.693% through December 2013 at which time the outstanding balance is due. The second mortgage is payable in monthly installments of $21,954 including interest at 6.18% through December 2013 at which time the outstanding balance is due. The mortgages are secured by an apartment building in Westwood, New Jersey having a net book value of approximately $13,097,000.
(J) Payable in monthly installments of interest only of $161,067 at the rate of 6.04% through June 2006, thereafter payable in monthly installments of $206,960 including interest until June 2016 at which time the unpaid balance is due. The mortgage is secured by a shopping center in Wayne, NJ having a net book value of approximately $32,777,000.
(K) Payable in monthly installments of interest only of $152,994 at the rate of 5.38% through May 2009, thereafter payable in monthly installments of $191,197 including interest until May 2019 at which time the unpaid balance is due. The mortgage is secured by an apartment building in Hackensack, NJ having a net book value of approximately $45,460,000.
Principal amounts (in thousands of dollars) due under the above obligations in each of the five years subsequent to October 31, 2004 are as follows:
Year Ending October 31, Amount ----------- ------
2005 $ 1,922 2006 2,247 2007 18,271 2008 8,127 2009 2,549
The fair value of FREIT's long-term debt, which approximates $158 million and $132 million at October 31, 2004 and 2003, respectively, is estimated based on the current rates offered to FREIT for debt of the similar remaining maturities.
Note 5 - Line of credit:
On June 20, 2002, FREIT obtained a two-year $14,000,000 revolving line of credit from The Provident Bank. Draws against the line of credit can be used for general corporate purposes, or for property acquisitions, construction activities, letters-of-credit and other related business purposes. Draws are secured by mortgages on FREIT's Franklin Crossing Shopping Center, Franklin Lakes, NJ, single-tenanted retail space in Glen Rock, NJ, Lakewood Apartments, Lakewood, NJ and Grandview Apartments, Hasbrouck Heights, NJ. Interest rates on draws will be set at the time of each draw, based on FREIT's choice of the prime rate or at 175 basis points over the 30, 60 or 90 day LIBOR rates. There are no draws outstanding as at October 31, 2004. The line of credit has been extended and expires January 21, 2005. FREIT is currently negotiating a new $18 million line of credit with The Provident Bank.
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Note 6 - Interest rate swap contract:
During November 2002, FREIT entered into an interest rate swap contract to reduce the impact of interest rate fluctuations on its variable rate mortgage secured by its Patchogue, NY property. At October 31, 2004, the derivative financial instrument has a notional amount of approximately $6,553,000 and a current maturity date of January 1, 2008. The contract effectively converted the variable rate to a fixed rate of 5.95%. In accordance with SFAS 133, FREIT recorded a liability for the net present value of the increase in interest cost over the remaining term of the debt of $160,000 and $201,000 at October 31, 2004 and 2003, respectively. FREIT included a gain of $41,000 and a loss of $201,000 in comprehensive income for fiscal 2004 and 2003, respectively.
Note 7 - Commitments and contingencies:
Leases:
Retail tenants:
FREIT leases retail space having a net book value of approximately $93,904,000 at October 31, 2004 to tenants for periods of up to twenty-five years. Most of the leases contain clauses for reimbursement of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. Minimum rental income (in thousands of dollars) to be received from non-cancelable operating leases in years subsequent to October 31, 2004 are as follows:
Year Ending October 31, Amount ------------ ----------
2005 $ 10,388 2006 9,743 2007 8,474 2008 7,412 2009 6,534 Thereafter 48,870 ---------- Total $ 91,421 ==========
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 or increases in Consumer Price Indices. Rental income that is contingent on future events is not included in income until the contingency is resolved. Contingent rentals included in income for each of the three years in the period ended October 31, 2004 were not material.
Residential tenants:
Lease terms for residential tenants are usually one year or less.
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Environmental concerns:
In accordance with applicable regulations, FREIT reported to the New Jersey Department of Environmental Protection ("NJDEP") that a historical discharge of hazardous material was discovered in 1997 at the renovated Franklin Lakes shopping center (the "Center").
In November 1999, FREIT received a no further action letter from the NJDEP concerning the historical discharge at the Center. However, FREIT is required to continue monitoring such discharge, the cost of which will not be material.
Note 8 - Management agreement and fees to related parties:
The properties owned by FREIT are currently managed by Hekemian & Co., Inc. The management agreement, effective November 1, 2001, requires fees equal to a percentage of rents collected. Such fees were approximately $1,372,000, $1,170,000 and $978,000 in 2004, 2003 and 2002, respectively, inclusive of $73,000, $105,000 and $143,000 in 2004, 2003 and 2002, respectively, included in discontinued operations in the accompanying consolidated statements of income. The agreement expires on October 31, 2005. In addition, Hekemian charged FREIT fees and commissions in connection with the acquisition of the Pierre and sale of the Olney Center during fiscal 2004, the acquisition of the Preakness center during fiscal 2003, and various mortgage refinancing and lease acquisition fees. Such fees and commissions amounted to approximately $2,110,000, $1,451,000 and $234,000 in 2004, 2003 and 2002, respectively.
Note 9 - Dividends and earnings per share:
FREIT declared dividends of $7,064,000, $5,667,000 and $5,366,000 to shareholders of record during 2004, 2003 and 2002, respectively. FREIT has determined the shareholders' treatment for Federal income tax purposes to be as follows:
2004 2003 2002 ---- ---- ---- (In thousands of Dollars)
Ordinary income $ 7,064 $ 5,667 $ 4,891 Capital income -- -- 475 -------- -------- -------- Totals $ 7,064 $ 5,667 $ 5,366 ======== ======== ========
Basic and diluted earnings per share, based on the weighted average number of shares outstanding during each period, are comprised of ordinary and capital gain income.
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FREIT has adopted the provisions of SFAS 128, which require the presentation of "basic" earnings per share and, if appropriate, "diluted" earnings per share. Basic earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during each period. The calculation of diluted earnings per share is similar to that of basic earnings per share, except that the denominator is increased to include the number of additional shares that would have been outstanding if all potentially dilutive shares, such as those issuable upon the exercise of stock options and warrants, were issued during the period.
In computing diluted earnings per share for each of the three years in the period ended October 31, 2004, the assumed exercise of all of FREIT's outstanding stock options, adjusted for application of the treasury stock method, would have increased the weighted average number of shares outstanding as shown in the table below:
Note 10- Equity incentive plan:
On September 10, 1998, the Board of Trustees approved FREIT's Equity Incentive Plan (the "Plan") which was ratified by FREIT's shareholders on April 7, 1999, whereby up to 920,000 of FREIT's shares of beneficial interest may be granted to key personnel in the form of stock options, restricted share awards and other share-based awards. In connection therewith, the Board of Trustees approved an increase of 920,000 shares in FREIT's number of authorized shares of beneficial interest. Key personnel eligible for these awards include trustees, executive officers and other persons or entities including, without limitation, employees, consultants and employees of consultants, who are in a position to make significant contributions to the success of FREIT. Under the Plan, the exercise price of all options will be the fair market value of the shares on the date of grant. The consideration to be paid for restricted share and other share-based awards shall be determined by the Board of Trustees, with the amount not to exceed the fair market value of the shares on the date of grant. The maximum term of any award granted may not exceed ten years. The actual terms of each award will be determined by the Board of Trustees.
Upon ratification of the Plan on April 7, 1999, FREIT issued 754,000 stock options (adjusted for stock splits), which it had previously granted to key personnel on September 10, 1998. The fair value of the options on the date of grant was $7.50 per share.
In the opinion of management, if compensation cost for the stock options granted in 1999 had been determined based on the fair value of the options at the grant date under the provisions of SFAS 123 or SFAS 148 using the Black-Scholes option pricing model and assuming a risk-
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free interest rate of 4.27%, expected option lives of ten years, expected volatility of 1.65% and expected dividends of 8.59%, FREIT's pro forma net income and pro forma basic net income per share arising from such computation would not have differed materially from the corresponding historical amounts.
The following table summarizes stock option activities (adjusted for the stock split):
The impact on FREIT's consolidated shareholders' equity for the options that were exercised during fiscal 2004 and 2003 was to increase the number of shares outstanding by the amount of options exercised and values of beneficial interest outstanding by $840,000 in fiscal 2004 and $540,000 in fiscal 2003. The options outstanding are exercisable through September 2008.
Note 11- Share split:
On March 4, 2004, the Board of Trustees approved a two-for-one share split in the form of a share dividend. In connection with the share dividend, the Board of Trustees also approved an increase in the authorized number of shares of beneficial interest from 4,000,000 to 8,000,000. Financial information contained herein, including the number of options, has been adjusted to retroactively reflect the impact of the split.
Note 12- Deferred fee plan:
During fiscal 2001, the Board of Trustees adopted a deferred fee plan (the "Plan") for its officers and trustees. Pursuant to the Plan, any officer or trustee may elect to defer receipt of any fees that would be due them. FREIT has agreed to pay any participant (the "Participant") in the Plan interest on any deferred fee at 9% per annum, compounded quarterly. Any such deferred fee is to be paid to the Participants at the later of: (i) the retirement age specified in the deferral election; (ii) actual retirement; or (iii) upon cessation of a Participant's duties as an officer or trustee. The Plan provides that any such deferral fee will be paid in a lump sum or in annual installments over a period not to exceed 10 years, at the election of the Participant. As of October 31, 2004, 2003 and 2002, approximately $738,000, $476,000 and $210,000,
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respectively, of fees have been deferred together with accrued interest of approximately $109,000, $32,000 and $18,000, respectively.
Note 13- Segment information:
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," established standards for reporting financial information about operating segments in interim and annual financial reports and provides for a "management approach" in identifying the reportable segments.
FREIT has determined that it has two reportable segments: retail properties and residential properties. These reportable segments offer different products, have different types of customers and are managed separately because each requires different operating strategies and management expertise. The retail segment contains nine separate properties and the continuing residential segment contains nine properties. The accounting policies of the segments are the same as those described in Note 1.
The chief operating decision-making group of FREIT's retail segment, residential segment and corporate/other is comprised of FREIT's Executive Committee of the Board of Trustees.
FREIT assesses and measures segment operating results based on net operating income ("NOI"). 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 and financing costs. NOI is not a measure of operating results or cash flows from operating activities as measured by accounting principles generally accepted in the United States of America, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.
Continuing real estate rental revenue, operating expenses, NOI and recurring capital improvements for the reportable segments are summarized below and reconciled to consolidated net income for each of the three years in the period ended October 31, 2004. Asset information is not reported since FREIT does not use this measure to assess performance.
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Note 14- Quarterly data (unaudited):
The following summary represents the results of operations for each quarter for the years ended October 31, 2004 and 2003 (in thousands, except per share data):
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Note: Due to rounding, quarterly per share amounts may not total amounts reported for the full fiscal year.
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Note 15- Discontinued operations:
On August 9, 2002, FREIT sold the Sheridan Apartments in Camden, NJ for cash of $1,050,000 and recognized a gain of approximately $475,000. FREIT has owned and operated the property since 1964.
On July 15, 2004 FREIT sold the Olney Town Center in Olney MD for $28,150,000, and recognized a gain of approximately $12,681,000 ($9,361,000 after the minority interest's share.)
Summarized operating results included in discontinued operations in the accompanying consolidated statements of income for each of the years ended October 31, 2004, 2003 and 2002 are as follows:
2004 2003 2002 ---- ---- ----
Revenues $1,510 $2,475 $2,759 Expenses 913 1,487 2,289 ------ ------ ------ Net income $ 597 $ 988 $ 470 ====== ====== ======
* * *
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FIRST REAL ESTATE INVESTENT TRUST OF NEW JERSEY AND SUBSIDIARIES
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION October 31, 2004 (In Thousands of Dollars)
(1) Total cost for each property is the same for Federal income tax purposes, with the exception of Pierre Towers, whose cost for Federal income tax purposes is approximately $32,500,000.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION (In Thousands of Dollars)
Reconciliation of Real Estate and accumulated depreciation:
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert S. Hekemian his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant, in the capacities, and on the dates indicated have signed this report below:
Signature Title Date --------- ----- ----
/s/ Robert S. Hekemian Chairman of the Board and February 9, 2005 - ------------------------ Chief Executive Officer and Robert S. Hekemian Trustee (Principal Executive Officer)
/s/ Donald W. Barney President, Treasurer, Chief February 9, 2005 - ------------------------ Financial Officer and Trustee Donald W. Barney (Principal Financial / Accounting Officer)
/s/ Herbert C. Klein Trustee February 9, 2005 - ------------------------ Herbert C. Klein
/s/ Ronald J. Artinian Trustee February 9, 2005 - ------------------------ Ronald J. Artinian
/s/ Alan L. Aufzien Trustee February 9, 2005 - ------------------------ Alan L. Aufzien
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY ("FREIT")
EXHIBIT INDEX
Exhibit No. 3 Amended and Restated Declaration of Trust of FREIT, dated November 7, 1993, as amended on May 31, 1994 and on September 10, 1998. (a)
4 Form of Specimen Share Certificate, Beneficial Interest in FREIT. (b)
10.1 Management Agreement dated April 10, 2002, by and between FREIT and Hekemian & Co., Inc. (c)
10.2 Wayne PSC, L.L.C. Operating Agreement dated March 25, 2002 between FREIT and H-TPKE, LLC ( c)
10.3 Line of Credit Note in the principal amount of $14 million executed by FREIT as Borrower, and delivered to The Provident Bank, as Lender, in connection with the Credit Facility provided by The Provident Bank to FREIT. (d)
21 Subsidiaries of FREIT
23 Consent of J.H. Cohn LLP
24 Power of Attorney (filed with signature pages).
31.1 Rule 13a-14(a) - Certification of Chief Executive Officer.
31.2 Rule 13a-14(a) - Certification of Chief Financial Officer
99.1 Section 1350 Certification of Chief Executive Officer
99.2 Section 1350 Certification of Chief Financial officer.
The following filings with the Security and Exchange ---------------------------------------------------- Commission are incorporated by reference: -----------------------------------------
Footnote
(a) Exhibit No. 1 to FREIT's Registration Statement on Form 8-A filed on November 6, 1998.
(b) FREIT's Annual Report on Form 10-K for the fiscal year ended October 31, 1998.
(c) FREIT's Form 8-K filed on April 29, 2002.
(d) Exhibit 10 to FREIT's Form 10-Q filed on September 13, 2002.
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information concerning FREIT's trustees required by this item is incorporated herein by reference to the sections titled "Election of Trustees" and "Compliance with Section 16(a) of the Securities Exchange Act" in FREIT's Proxy Statement for its Annual Meeting to be held in April 2005.
The information concerning FREIT's executive officers required by this item is set forth in Item 4A of Part I of this Annual Report under the caption "Executive Officers of FREIT."
ITEM 11:
ITEM 11: EXECUTIVE COMPENSATION
The information pertaining to executive compensation required by this item is incorporated herein by reference to the section titled "Election of Trustees - Executive Compensation" in FREIT's Proxy Statement for its Annual Meeting to be held in April 2005.
ITEM 12:
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 403 of Regulation S-K to be included as part of this item is incorporated herein by reference to the section titled "Security Ownership of Certain Beneficial Owners and Management" in FREIT's Proxy Statement for its Annual Meeting to be held in April 2005.
Securities Authorized for Issuance under Equity Compensation Plans
The number of stock options outstanding under our equity compensation plans, the weighted average exercise price of outstanding options, and the number of securities remaining available for issuance, as of October 31, 2004 follows:
(1) FREIT's equity incentive plan provides for the issuance of awards to officers, trustees, employees and consultants in the form of nonqualified options to acquire shares of beneficial interest, restricted shares and other share based awards.
ITEM 13:
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference to the section titled "Certain Relationships and Related Transactions" in FREIT's Proxy Statement for its Annual Meeting to be held in April 2005.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required in response to this Item is incorporated by reference to the information contained in FREIT's Proxy Statement for its Annual Meeting to be held in April 2005 under the captions "Audit Fees," "Related Fees," " Tax Fees" and "All Other Fees."
PART IV
ITEM 15:
ITEM 15: EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES.
(a) Financial Statements
(i) Reports of Independent Registered Public Accounting Firm, J.H. Cohn LLP
(ii) Consolidated Balance Sheets as of October 31, 2004 and 2003
(iii) Consolidated Statements of Income, Comprehensive Income, and Undistributed Earnings for the years ended October 31, 2004, 2003 and 2002
(iv) Consolidated Statements of Cash Flows for the years ended October 31, 2004, 2003 and 2002
(v) Notes to Consolidated Financial Statements
Financial Statement Schedules:
(i) Real Estate and Accumulated Depreciation.
Exhibits:
See Index to Exhibits immediately following the Financial Statements.
(b) Exhibits:
See Index to Exhibits.
(c) Financial Statement Schedules:
See Index to Financial Statements and Financial Statement Schedules.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, FREIT has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
First Real Estate Investment Trust of New Jersey
Dated: February 9, 2005 By:/s/ Robert S. Hekemian -----------------------------
Robert S. Hekemian, Chairman of the Board and Chief Executive Officer
By: /s/ Donald W. Barney ------------------------------------
Donald W. Barney President, Treasurer and Chief Financial Officer
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES (ITEMS 8 AND 14(a)) -------------------------------------------------
PAGE ---- (A) Financial Statements:
Report of Independent Registerd Public Accounting Firm
Consolidated Balance Sheets October 31, 2004 and 2003
Consolidated Statements of Income, Comprehensive Income and Undistributed Earnings Years ended October 31, 2004, 2003 and 2002
Consolidated Statements of Cash Flows Years Ended October 31, 2004, 2003 and 2002
Notes To Consolidated Financial Statements
(B) Financial Statement Schedules:
XI - Real Estate and Accumulated Depreciation /F-23
Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the consolidated financial statement or notes thereto.
* * *
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Report of Independent Registered Public Accounting Firm -------------------------------------------------------
To the Trustees and Shareholders First Real Estate Investment Trust of New Jersey
We have audited the accompanying consolidated balance sheets of First Real Estate Investment Trust of New Jersey and Subsidiaries ("FREIT") as of October 31, 2004 and 2003, and the related consolidated statements of income, comprehensive income and undistributed earnings and cash flows for each of the three years in the period ended October 31, 2004. These financial statements are the responsibility of FREIT's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Real Estate Investment Trust of New Jersey and Subsidiaries as of October 31,2004 and 2003, and their results of operations and cash flows for each of the three years in the period ended October 31, 2004, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1, in 2004 FREIT adopted the provisions of Financial Accounting Standards Board Interpretation No. 46R, "Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No.51." Accordingly, FREIT consolidated certain affiliates which had previously been accounted for on the equity method and restated all prior periods presented.
Our audits referred to above included the information in Schedule XI, which presents fairly, when read in conjunction with the consolidated financial statements, the information required to be set forth therein.
/s/ J.H. Cohn LLP
Roseland, New Jersey January 10, 2005
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS OCTOBER 31, 2004 AND 2003
See Notes to Consolidated Financial Statements.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME, COMPREHENSIVE INCOME AND UNDISTRIBUTED EARNINGS YEARS ENDED OCTOBER 31, 2004, 2003 AND 2002
See Notes to Consolidated Financial Statements.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED OCTOBER 31, 2004, 2003 AND 2002
(a) In April 2004, S And A Commercial Associates LP, a 75% owned subsidiary of FREIT, completed the acquisition of a 269 unit high rise apartment building in Hackensack, NJ for approximately $45,586,000, in part with the proceeds of a $29,583,000 mortgage.
(b) (i) In November 2002, Wayne PSC, LLC, a 40% owned subsidiary of FREIT, completed the acquisition of a 323,000 sq. ft. shopping center in Wayne, NJ, for approximately $33,282,000, in part with the proceeds of a $26,500,000 mortgage. (ii) In July 2003, Damascus Centre LLC, a 100% owned subsidiary of FREIT, completed the acquisition of a 139,000 sq ft. shopping center in Damascus, MD for approximately $9,833,000, in part by assuming a mortgage in the amount of $2,608,000.
See Notes to Consolidated Financial Statements.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization and significant accounting policies:
Organization:
First Real Estate Investment Trust of New Jersey ("FREIT") was organized November 1, 1961 as a New Jersey Business Trust. FREIT is engaged in owning residential and commercial income producing properties located primarily in New Jersey, Maryland and New York.
FREIT has elected to be taxed as a Real Estate Investment Trust under the provisions of Sections 856-860 of the Internal Revenue Code, as amended. Accordingly, FREIT does not pay Federal income tax on income whenever income distributed to shareholders is equal to at least 90% of real estate investment trust taxable income. Further, FREIT pays no Federal income tax on capital gains distributed to shareholders.
FREIT is subject to Federal income tax on undistributed taxable income and capital gains. FREIT may make an annual election under Section 858 of the Internal Revenue Code to apply part of the regular dividends paid in each respective subsequent year as a distribution for the immediately preceding year. For fiscal 2004, 2003 and 2002, FREIT made such an election.
Principles of consolidation:
In December 2003, the FASB issued FIN 46 R, "Consolidation of Variable interest Entities, an Interpretation of Accounting Research Bulletin No. 51." ("FIN 46R"). FIN 46R requires the consolidation of an entity in which an enterprise absorbs a majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both, as a result of ownership, contractual or other financial interests in the entity (variable interest entities, or "VIEs"). Currently, entities are generally consolidated by an enterprise when it has a controlling financial interest through ownership or a majority voting interest in the entity. FIN 46R is applicable for financial statements of public entities that have interests in VIEs or potential VIEs referred to as special-purpose entities for periods ending after December 31, 2003. Applications by public entities for all other types of entities are required in financial statements for periods ending after March 15, 2004.
In accordance with the definition of related parties as defined in paragraph 16 of FIN 46R and the guidance in paragraph 4h, it is the belief of the management of FREIT that FIN 46R is applicable to Westwood Hills, LLC and Wayne PSC, LLC, both 40% owned by FREIT. Because of this determination, FREIT has consolidated these two entities in its consolidated financial statements for the fiscal year ended October 31, 2004, and has restated all prior periods included in this annual report on Form 10-K. The consolidation of these two entities did not have any impact on FREIT's equity, net income or earnings per share.
Accordingly, the consolidated financial statements include the accounts of FREIT,and its subsidiaries as follows:
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The consolidated financial statements include 100% of each subsidiary's assets, liabilities, operations and cash flows with the interests not owned by FREIT reflected as "minority interest". All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Cash and cash equivalents:
Financial instruments that potentially subject FREIT to concentrations of credit risk consist primarily of cash and cash equivalents. FREIT considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. FREIT maintains its cash and cash equivalents in bank and other accounts, the balances of which, at times, may exceed Federally insured limits. At October 31, 2004, such cash and cash equivalent balances exceeded Federally insured limits by approximately $17,861,000. Exposure to credit risk is reduced by placing such deposits with high credit quality financial institutions.
Depreciation:
Real estate and equipment are depreciated on the straight-line method by annual charges to operations calculated to absorb costs of assets over their estimated useful lives.
Impairment of long-lived assets:
FREIT has adopted the provisions of Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment of Long-Lived Assets" ("SFAS 144"). Under SFAS 144, impairment losses on long-lived assets, such as real estate and equipment, are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts.
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Deferred charges:
Deferred charges consist of mortgage costs and leasing commissions. Deferred mortgage costs are amortized on the straight-line method by annual charges to operations over the terms of the mortgages. Amortization of such costs is included in interest expense and approximated $196,000, $177,000 and $113,000 in 2004, 2003 and 2002, respectively. Deferred leasing commissions are amortized on the straight-line method over the terms of the applicable leases.
Revenue recognition:
Income from leases is recognized on a straight-line basis regardless of when payment is due. Lease agreements between FREIT and commercial tenants generally provide for additional rentals based on such factors as percentage of tenants' sales in excess of specified volumes, increases in real estate taxes, Consumer Price Indices and common area maintenance charges. These additional rentals are generally included in income when reported to FREIT, when billed to tenants or ratably over the appropriate period.
Interest rate swap contract:
FREIT utilizes derivative financial instruments to reduce interest rate risk. FREIT does not hold or issue derivative financial instruments for trading purposes. Effective November 1, 2002, FREIT adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), which establishes accounting and reporting standards for derivative instruments and hedging activities and amended by statement of Financial Accounting Standards No. 149, "Amendment on Statement 133 on Derivative Instruments and Hedging activities". As required by SFAS 133, FREIT recognizes all derivatives as either assets or liabilities in the consolidated balance sheet and measures those instruments at fair value. Changes in fair value of those instruments are reported in earnings or other comprehensive income depending on the use of the derivative and whether it qualifies for hedge accounting. The accounting for gains and losses associated with changes in the fair value of the derivative and the effect on the consolidated financial statements depends on its hedge designation and whether the hedge is highly effective in achieving offsetting changes in the fair value of cash flows on the assets or liability hedged.
Advertising:
FREIT expenses the cost of advertising and promotions as incurred. Advertising costs charged to operations amounted to approximately $188,000, $116,000 and $99,000 in 2004, 2003 and 2002, respectively.
Earnings per share:
FREIT has presented "basic" and "diluted" earnings per share in the accompanying consolidated statements of income in accordance with the provisions of Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128").
Stock-based compensation:
In accordance with the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," FREIT will recognize compensation cost as a result of the issuance of stock options to employees, including directors, based on the excess, if any, of the fair value of the underlying shares at the date of grant or award (or at an appropriate subsequent measurement date) over the amount the employees must pay to acquire the shares (the "intrinsic value method"). However, FREIT will not be required to recognize compensation expense as a result of any grants to employees at an exercise price that is equal to or greater than fair value. FREIT will also make proforma disclosures, as required by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation -Transition and Disclosures" ("SFAS 148"), of net income or loss as if a fair value based method of accounting for stock options had been applied if such amounts differ materially from the historical amounts.
In accordance with the provisions of SFAS 123, all other issuances of shares of beneficial interest, options or other equity instruments to employees and nonemployees as the consideration for goods
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or services received by FREIT are accounted for based on the fair value of the equity instruments issued (unless the fair value of the consideration received can be more reliably measured). The fair value of any options or similar equity instruments issued will be estimated based on the Black-Scholes option-pricing model, which meets the criteria set forth in SFAS 123, and the assumption that all of the options or other equity instruments will ultimately vest. Such fair value is measured as of an appropriate date pursuant to EITF Issue No. 96-18 (generally, the earlier of the date the other party becomes committed to provide goods or services or the date performance by the other party is complete) and capitalized or expensed as if FREIT had paid cash for the goods or services.
Reclassifications:
Certain accounts in the 2003 and 2002 consolidated financial statements have been reclassified to conform with the current presentation.
Note 2 - Acquisition and Discontinued Operations:
On June 22, 2004, S And A closed on its contract for the sale of the Olney Town Center ("OTC") in Olney, Maryland. The sale price for the property was $28.2 million. The property was acquired in April 2000 for approximately $15.5 million. S And A utilized part of the selling price to repay the approximate $11 million first mortgage on the property. The operations of OTC are being classified as discontinued operations. For financial statement proposes, S And A recognized a gain of approximately $12.7 million from the sale.
On April 16, 2004, S And A closed on the purchase of The Pierre apartments. The Pierre is a 269-unit luxury high-rise apartment building located in Hackensack, N.J. The contract purchase price for The Pierre was approximately $44 million. This amount, together with estimated transaction costs of approximately $2 million, resulted in total acquisition costs of approximately $46 million. The acquisition costs were financed in part by a mortgage loan in the approximate amount of $30.0 million and the balance of approximately $16 million in cash. FREIT provided 75% of the cash required with the balance of approximately $4.0 million provided by the 25% minority owners of S And A.
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The net proceeds from the OTC sale after the repayment of the first mortgage repaid FREIT and the 25% minority owners for their advances made to acquire The Pierre.
S And A has structured the sale of OTC and the purchase of The Pierre in a manor that would qualify as a like kind exchange of real estate pursuant to Section 1031 of the Internal Revenue Code, and resulted in a deferral for income tax purposes of the realization of gain on the sale of OTC. Since it is the intention of FREIT to continue to qualify as a real estate investment trust, deferred tax would be minimal.
In November 2003 Wayne PSC, LLC, a 40% owned affiliate of FREIT acquired the Preakness Shopping Center in Wayne, NJ. The acquisition price of approximately $33 million was financed in part by a $26.5 million first mortgage.
On July 31, 2003 Damascus, a newly-formed-limited-liability-company- which is wholly owned by FREIT, acquired a 139,000 square foot shopping center in Damascus, Maryland. The total acquisition cost of approximately $9,933,000 was financed in part by the assumption of a $2,610,000 first mortgage.
The following unaudited pro forma information shows the results of operations fiscal years ended October 31, 2004, 2003 and 2002 for FREIT and Subsidiaries as though The Pierre, Preakness and Damascus had been acquired at the beginning of fiscal 2002:
The unaudited pro forma results include adjustments for depreciation based on the purchase price and increased interest expense based on the mortgage placed on the property at acquisition date and reduced net investment income related to assets utilized to make the acquisitions, and obligations incurred to complete the transactions.
The unaudited pro forma results of operations set forth above are not necessarily indicative of the results that would have occurred had the acquisitions been made at the beginning of fiscal 2002 or of future results of operations of FREIT's combined properties.
The acquisition price for The Pierre, including closing costs, was approximately $45.6 million. Based on a detailed appraisal of the property, the purchase price was allocated as follows: approximately $37.5 million (82.2%) was allocated to the building and other improvements and approximately $8.1 million (17.8%) was allocated towards land. Value attributable to leases was considered immaterial due to their short-term nature.
The Preakness Shopping Center was acquired for approximately $33 million. Based on a cost allocation study prepared by a third party consultant, approximately $23.7 million was allocated to buildings and improvements and approximately $9.3 million allocated to land. The center, at the time of purchase, was approximately 78% occupied. Management reviewed the existing leases and determined that in the aggregate, the leases approximated market.
The acquisition price for the Damascus shopping center was allocated to land and buildings based on relative fair value of each to the purchase price. It is management's intention to demolish the center and construct a new center, therefore, no value was allocated to the leases as they are relatively short-term and will be renegotiated for space in the new center.
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Note 3 - Real estate and equipment:
Real estate and equipment consists of the following:
Note 4 - Mortgages payable:
Mortgages payable consist of the following:
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(A) Payable in monthly installments of $152,153 including interest at 8.31% through June 2007 at which time the outstanding balance is due. The mortgage is secured by a retail building in Frederick, Maryland having a net book value of approximately $20,868,000.
(B) Payable in monthly installments of $73,248 including interest at 7.38% through February 2013 at which time the outstanding balance is due. The mortgage is secured by a retail building in Westwood, New Jersey having a net book value of approximately $11,309,000.
(C) Payable in monthly installments of $23,875 including interest at 6.70% through December 2013 at which time the outstanding balance is due. The mortgage is secured by an apartment building in Spring Lake, New Jersey having a net book value of approximately $575,000.
(D) Payable in monthly installments of $17,500 plus interest at the thirty day LIBOR rate plus 200 basis points through January 2008 at which time the outstanding balance is due. The mortgage is secured by a retail building in Patchogue, New York having a net book value of approximately $9,390,000.
(E) The first mortgage is payable in monthly installments of $76,023 including interest at 7.29% through July 2010 at which time the outstanding balance is due. The second mortgage is payable in monthly installments of $20,878 including interest at 4.92% through July 2010 at which time the outstanding balance is due. The mortgages are secured by an apartment building in Wayne, New Jersey having a net book value of approximately $1,555,000.
(F) The first mortgage is payable in monthly installments of $34,862 including interest at 6.75% through December 2013 at which time the outstanding balance is due. The second mortgage is payable in monthly installments of $12,318 including interest at 5.53% through December 2013 at which time the outstanding balance is due. The mortgages are secured by an apartment building in River Edge, New Jersey having a net book value of approximately $1,335,000.
(G) The first mortgage is payable in monthly installments of $25,295 including interest at 6.75% through December 2013 at which time the outstanding balance is due. The second mortgage is payable in monthly installments of $8,739 including interest at 5.53% through December 2013 at which time the outstanding balance is due. The mortgages are secured by an apartment building in Maywood, New Jersey having a net book value of approximately $809,000.
(H) Payable in monthly installments of $39,719 including interest at 9.25% through March 2011 at which time the outstanding balance is due. The mortgage is secured by a retail building in Damascus, Maryland having a net book value of approximately $9,786,000.
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(I) The first mortgage is payable in monthly installments of $99,946 including interest at 6.693% through December 2013 at which time the outstanding balance is due. The second mortgage is payable in monthly installments of $21,954 including interest at 6.18% through December 2013 at which time the outstanding balance is due. The mortgages are secured by an apartment building in Westwood, New Jersey having a net book value of approximately $13,097,000.
(J) Payable in monthly installments of interest only of $161,067 at the rate of 6.04% through June 2006, thereafter payable in monthly installments of $206,960 including interest until June 2016 at which time the unpaid balance is due. The mortgage is secured by a shopping center in Wayne, NJ having a net book value of approximately $32,777,000.
(K) Payable in monthly installments of interest only of $152,994 at the rate of 5.38% through May 2009, thereafter payable in monthly installments of $191,197 including interest until May 2019 at which time the unpaid balance is due. The mortgage is secured by an apartment building in Hackensack, NJ having a net book value of approximately $45,460,000.
Principal amounts (in thousands of dollars) due under the above obligations in each of the five years subsequent to October 31, 2004 are as follows:
Year Ending October 31, Amount ----------- ------
2005 $ 1,922 2006 2,247 2007 18,271 2008 8,127 2009 2,549
The fair value of FREIT's long-term debt, which approximates $158 million and $132 million at October 31, 2004 and 2003, respectively, is estimated based on the current rates offered to FREIT for debt of the similar remaining maturities.
Note 5 - Line of credit:
On June 20, 2002, FREIT obtained a two-year $14,000,000 revolving line of credit from The Provident Bank. Draws against the line of credit can be used for general corporate purposes, or for property acquisitions, construction activities, letters-of-credit and other related business purposes. Draws are secured by mortgages on FREIT's Franklin Crossing Shopping Center, Franklin Lakes, NJ, single-tenanted retail space in Glen Rock, NJ, Lakewood Apartments, Lakewood, NJ and Grandview Apartments, Hasbrouck Heights, NJ. Interest rates on draws will be set at the time of each draw, based on FREIT's choice of the prime rate or at 175 basis points over the 30, 60 or 90 day LIBOR rates. There are no draws outstanding as at October 31, 2004. The line of credit has been extended and expires January 21, 2005. FREIT is currently negotiating a new $18 million line of credit with The Provident Bank.
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Note 6 - Interest rate swap contract:
During November 2002, FREIT entered into an interest rate swap contract to reduce the impact of interest rate fluctuations on its variable rate mortgage secured by its Patchogue, NY property. At October 31, 2004, the derivative financial instrument has a notional amount of approximately $6,553,000 and a current maturity date of January 1, 2008. The contract effectively converted the variable rate to a fixed rate of 5.95%. In accordance with SFAS 133, FREIT recorded a liability for the net present value of the increase in interest cost over the remaining term of the debt of $160,000 and $201,000 at October 31, 2004 and 2003, respectively. FREIT included a gain of $41,000 and a loss of $201,000 in comprehensive income for fiscal 2004 and 2003, respectively.
Note 7 - Commitments and contingencies:
Leases:
Retail tenants:
FREIT leases retail space having a net book value of approximately $93,904,000 at October 31, 2004 to tenants for periods of up to twenty-five years. Most of the leases contain clauses for reimbursement of real estate taxes, maintenance, insurance and certain other operating expenses of the properties. Minimum rental income (in thousands of dollars) to be received from non-cancelable operating leases in years subsequent to October 31, 2004 are as follows:
Year Ending October 31, Amount ------------ ----------
2005 $ 10,388 2006 9,743 2007 8,474 2008 7,412 2009 6,534 Thereafter 48,870 ---------- Total $ 91,421 ==========
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 or increases in Consumer Price Indices. Rental income that is contingent on future events is not included in income until the contingency is resolved. Contingent rentals included in income for each of the three years in the period ended October 31, 2004 were not material.
Residential tenants:
Lease terms for residential tenants are usually one year or less.
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Environmental concerns:
In accordance with applicable regulations, FREIT reported to the New Jersey Department of Environmental Protection ("NJDEP") that a historical discharge of hazardous material was discovered in 1997 at the renovated Franklin Lakes shopping center (the "Center").
In November 1999, FREIT received a no further action letter from the NJDEP concerning the historical discharge at the Center. However, FREIT is required to continue monitoring such discharge, the cost of which will not be material.
Note 8 - Management agreement and fees to related parties:
The properties owned by FREIT are currently managed by Hekemian & Co., Inc. The management agreement, effective November 1, 2001, requires fees equal to a percentage of rents collected. Such fees were approximately $1,372,000, $1,170,000 and $978,000 in 2004, 2003 and 2002, respectively, inclusive of $73,000, $105,000 and $143,000 in 2004, 2003 and 2002, respectively, included in discontinued operations in the accompanying consolidated statements of income. The agreement expires on October 31, 2005. In addition, Hekemian charged FREIT fees and commissions in connection with the acquisition of the Pierre and sale of the Olney Center during fiscal 2004, the acquisition of the Preakness center during fiscal 2003, and various mortgage refinancing and lease acquisition fees. Such fees and commissions amounted to approximately $2,110,000, $1,451,000 and $234,000 in 2004, 2003 and 2002, respectively.
Note 9 - Dividends and earnings per share:
FREIT declared dividends of $7,064,000, $5,667,000 and $5,366,000 to shareholders of record during 2004, 2003 and 2002, respectively. FREIT has determined the shareholders' treatment for Federal income tax purposes to be as follows:
2004 2003 2002 ---- ---- ---- (In thousands of Dollars)
Ordinary income $ 7,064 $ 5,667 $ 4,891 Capital income -- -- 475 -------- -------- -------- Totals $ 7,064 $ 5,667 $ 5,366 ======== ======== ========
Basic and diluted earnings per share, based on the weighted average number of shares outstanding during each period, are comprised of ordinary and capital gain income.
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FREIT has adopted the provisions of SFAS 128, which require the presentation of "basic" earnings per share and, if appropriate, "diluted" earnings per share. Basic earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during each period. The calculation of diluted earnings per share is similar to that of basic earnings per share, except that the denominator is increased to include the number of additional shares that would have been outstanding if all potentially dilutive shares, such as those issuable upon the exercise of stock options and warrants, were issued during the period.
In computing diluted earnings per share for each of the three years in the period ended October 31, 2004, the assumed exercise of all of FREIT's outstanding stock options, adjusted for application of the treasury stock method, would have increased the weighted average number of shares outstanding as shown in the table below:
Note 10- Equity incentive plan:
On September 10, 1998, the Board of Trustees approved FREIT's Equity Incentive Plan (the "Plan") which was ratified by FREIT's shareholders on April 7, 1999, whereby up to 920,000 of FREIT's shares of beneficial interest may be granted to key personnel in the form of stock options, restricted share awards and other share-based awards. In connection therewith, the Board of Trustees approved an increase of 920,000 shares in FREIT's number of authorized shares of beneficial interest. Key personnel eligible for these awards include trustees, executive officers and other persons or entities including, without limitation, employees, consultants and employees of consultants, who are in a position to make significant contributions to the success of FREIT. Under the Plan, the exercise price of all options will be the fair market value of the shares on the date of grant. The consideration to be paid for restricted share and other share-based awards shall be determined by the Board of Trustees, with the amount not to exceed the fair market value of the shares on the date of grant. The maximum term of any award granted may not exceed ten years. The actual terms of each award will be determined by the Board of Trustees.
Upon ratification of the Plan on April 7, 1999, FREIT issued 754,000 stock options (adjusted for stock splits), which it had previously granted to key personnel on September 10, 1998. The fair value of the options on the date of grant was $7.50 per share.
In the opinion of management, if compensation cost for the stock options granted in 1999 had been determined based on the fair value of the options at the grant date under the provisions of SFAS 123 or SFAS 148 using the Black-Scholes option pricing model and assuming a risk-
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free interest rate of 4.27%, expected option lives of ten years, expected volatility of 1.65% and expected dividends of 8.59%, FREIT's pro forma net income and pro forma basic net income per share arising from such computation would not have differed materially from the corresponding historical amounts.
The following table summarizes stock option activities (adjusted for the stock split):
The impact on FREIT's consolidated shareholders' equity for the options that were exercised during fiscal 2004 and 2003 was to increase the number of shares outstanding by the amount of options exercised and values of beneficial interest outstanding by $840,000 in fiscal 2004 and $540,000 in fiscal 2003. The options outstanding are exercisable through September 2008.
Note 11- Share split:
On March 4, 2004, the Board of Trustees approved a two-for-one share split in the form of a share dividend. In connection with the share dividend, the Board of Trustees also approved an increase in the authorized number of shares of beneficial interest from 4,000,000 to 8,000,000. Financial information contained herein, including the number of options, has been adjusted to retroactively reflect the impact of the split.
Note 12- Deferred fee plan:
During fiscal 2001, the Board of Trustees adopted a deferred fee plan (the "Plan") for its officers and trustees. Pursuant to the Plan, any officer or trustee may elect to defer receipt of any fees that would be due them. FREIT has agreed to pay any participant (the "Participant") in the Plan interest on any deferred fee at 9% per annum, compounded quarterly. Any such deferred fee is to be paid to the Participants at the later of: (i) the retirement age specified in the deferral election; (ii) actual retirement; or (iii) upon cessation of a Participant's duties as an officer or trustee. The Plan provides that any such deferral fee will be paid in a lump sum or in annual installments over a period not to exceed 10 years, at the election of the Participant. As of October 31, 2004, 2003 and 2002, approximately $738,000, $476,000 and $210,000,
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respectively, of fees have been deferred together with accrued interest of approximately $109,000, $32,000 and $18,000, respectively.
Note 13- Segment information:
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," established standards for reporting financial information about operating segments in interim and annual financial reports and provides for a "management approach" in identifying the reportable segments.
FREIT has determined that it has two reportable segments: retail properties and residential properties. These reportable segments offer different products, have different types of customers and are managed separately because each requires different operating strategies and management expertise. The retail segment contains nine separate properties and the continuing residential segment contains nine properties. The accounting policies of the segments are the same as those described in Note 1.
The chief operating decision-making group of FREIT's retail segment, residential segment and corporate/other is comprised of FREIT's Executive Committee of the Board of Trustees.
FREIT assesses and measures segment operating results based on net operating income ("NOI"). 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 and financing costs. NOI is not a measure of operating results or cash flows from operating activities as measured by accounting principles generally accepted in the United States of America, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.
Continuing real estate rental revenue, operating expenses, NOI and recurring capital improvements for the reportable segments are summarized below and reconciled to consolidated net income for each of the three years in the period ended October 31, 2004. Asset information is not reported since FREIT does not use this measure to assess performance.
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Note 14- Quarterly data (unaudited):
The following summary represents the results of operations for each quarter for the years ended October 31, 2004 and 2003 (in thousands, except per share data):
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Note: Due to rounding, quarterly per share amounts may not total amounts reported for the full fiscal year.
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Note 15- Discontinued operations:
On August 9, 2002, FREIT sold the Sheridan Apartments in Camden, NJ for cash of $1,050,000 and recognized a gain of approximately $475,000. FREIT has owned and operated the property since 1964.
On July 15, 2004 FREIT sold the Olney Town Center in Olney MD for $28,150,000, and recognized a gain of approximately $12,681,000 ($9,361,000 after the minority interest's share.)
Summarized operating results included in discontinued operations in the accompanying consolidated statements of income for each of the years ended October 31, 2004, 2003 and 2002 are as follows:
2004 2003 2002 ---- ---- ----
Revenues $1,510 $2,475 $2,759 Expenses 913 1,487 2,289 ------ ------ ------ Net income $ 597 $ 988 $ 470 ====== ====== ======
* * *
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FIRST REAL ESTATE INVESTENT TRUST OF NEW JERSEY AND SUBSIDIARIES
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION October 31, 2004 (In Thousands of Dollars)
(1) Total cost for each property is the same for Federal income tax purposes, with the exception of Pierre Towers, whose cost for Federal income tax purposes is approximately $32,500,000.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION (In Thousands of Dollars)
Reconciliation of Real Estate and accumulated depreciation:
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert S. Hekemian his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant, in the capacities, and on the dates indicated have signed this report below:
Signature Title Date --------- ----- ----
/s/ Robert S. Hekemian Chairman of the Board and February 9, 2005 - ------------------------ Chief Executive Officer and Robert S. Hekemian Trustee (Principal Executive Officer)
/s/ Donald W. Barney President, Treasurer, Chief February 9, 2005 - ------------------------ Financial Officer and Trustee Donald W. Barney (Principal Financial / Accounting Officer)
/s/ Herbert C. Klein Trustee February 9, 2005 - ------------------------ Herbert C. Klein
/s/ Ronald J. Artinian Trustee February 9, 2005 - ------------------------ Ronald J. Artinian
/s/ Alan L. Aufzien Trustee February 9, 2005 - ------------------------ Alan L. Aufzien
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY ("FREIT")
EXHIBIT INDEX
Exhibit No. 3 Amended and Restated Declaration of Trust of FREIT, dated November 7, 1993, as amended on May 31, 1994 and on September 10, 1998. (a)
4 Form of Specimen Share Certificate, Beneficial Interest in FREIT. (b)
10.1 Management Agreement dated April 10, 2002, by and between FREIT and Hekemian & Co., Inc. (c)
10.2 Wayne PSC, L.L.C. Operating Agreement dated March 25, 2002 between FREIT and H-TPKE, LLC ( c)
10.3 Line of Credit Note in the principal amount of $14 million executed by FREIT as Borrower, and delivered to The Provident Bank, as Lender, in connection with the Credit Facility provided by The Provident Bank to FREIT. (d)
21 Subsidiaries of FREIT
23 Consent of J.H. Cohn LLP
24 Power of Attorney (filed with signature pages).
31.1 Rule 13a-14(a) - Certification of Chief Executive Officer.
31.2 Rule 13a-14(a) - Certification of Chief Financial Officer
99.1 Section 1350 Certification of Chief Executive Officer
99.2 Section 1350 Certification of Chief Financial officer.
The following filings with the Security and Exchange ---------------------------------------------------- Commission are incorporated by reference: -----------------------------------------
Footnote
(a) Exhibit No. 1 to FREIT's Registration Statement on Form 8-A filed on November 6, 1998.
(b) FREIT's Annual Report on Form 10-K for the fiscal year ended October 31, 1998.
(c) FREIT's Form 8-K filed on April 29, 2002.
(d) Exhibit 10 to FREIT's Form 10-Q filed on September 13, 2002.