FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY - Quarter Report: 2007 July (Form 10-Q)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the Quarterly Period Ended July 31, 2007
or
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
|
For
the transition period from __________________ to
____________________
|
Commission
File No. 2-27018
FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
|
||
(Exact
name of registrant as specified in its charter)
|
||
New
Jersey
|
|
22-1697095
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
|
|
|
505
Main Street, Hackensack, New Jersey
|
|
07601
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
201-488-6400
(Registrant's
telephone number, including area code)
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes x No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
Accelerated Filer o
|
Accelerated
Filer x
|
Non-Accelerated
Filer o
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes o No x
Yes o No x
As
of
September 10, 2007, the number of shares of beneficial interest outstanding
was
6,760,652.
FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
INDEX
Page
|
|
3
|
|
4
|
|
5
|
|
6
|
|
9
|
|
19
|
|
19
|
|
19
|
|
20
|
|
Part
I: Financial Information
Item
1: Unaudited Condensed Consolidated Financial
Statements
FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND
SUBSIDIARIES
|
|||||||||
CONSOLIDATED
BALANCE SHEETS
|
|||||||||
(Unaudited)
|
|||||||||
July
31,
|
October
31,
|
||||||||
2007
|
2006
|
||||||||
(In
Thousands of Dollars)
|
|||||||||
ASSETS
|
|||||||||
Real
estate, at cost, net of accumulated depreciation
|
$ |
203,228
|
$ |
204,313
|
|||||
Construction
in progress
|
3,719
|
2,995
|
|||||||
Cash
and cash equivalents
|
13,697
|
9,616
|
|||||||
Tenants'
security accounts
|
2,311
|
2,161
|
|||||||
Sundry
receivables
|
3,718
|
3,320
|
|||||||
Secured
loans receivable
|
3,325
|
3,109
|
|||||||
Deposits,
prepaid expenses and other assets
|
6,966
|
4,201
|
|||||||
Acquired
over market leases and in-place lease costs
|
1,176
|
1,395
|
|||||||
Deferred
charges, net
|
3,542
|
3,589
|
|||||||
Interest
rate swap contract
|
39
|
87
|
|||||||
Totals
|
$ |
241,721
|
$ |
234,786
|
|||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||||
Liabilities:
|
|||||||||
Mortgages
payable
|
$ |
189,957
|
$ |
180,679
|
|||||
Accounts
payable and accrued expenses
|
4,477
|
6,097
|
|||||||
Dividends
payable
|
2,027
|
3,375
|
|||||||
Tenants'
security deposits
|
3,052
|
2,823
|
|||||||
Acquired
below market value leases and deferred revenue
|
3,216
|
3,945
|
|||||||
Total
liabilities
|
202,729
|
196,919
|
|||||||
Minority
interest
|
12,890
|
12,895
|
|||||||
Commitments
and contingencies
|
|||||||||
Shareholders'
equity:
|
|||||||||
Shares
of beneficial interest without par value:
|
|||||||||
8,000,000
shares authorized;
|
|||||||||
6,755,652
and 6,750,652 shares issued and outstanding
|
23,187
|
23,150
|
|||||||
Undistributed
earnings
|
2,876
|
1,735
|
|||||||
Accumulated
other comprehensive income
|
39
|
87
|
|||||||
Total
shareholders' equity
|
26,102
|
24,972
|
|||||||
Totals
|
$ |
241,721
|
$ |
234,786
|
|||||
See
Notes to Condensed Consolidated Financial Statements.
|
FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND
SUBSIDIARIES
|
||||||||||||||||
CONSOLIDATED
STATEMENTS OF INCOME, COMPREHENSIVE INCOME
|
||||||||||||||||
AND
UNDISTRIBUTED EARNINGS
|
||||||||||||||||
NINE
AND THREE MONTHS ENDED JULY 31, 2007 AND 2006
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
Nine
Months Ended
|
Three
Months Ended
|
|||||||||||||||
July
31,
|
July
31,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
(In
Thousands of Dollars, Except Per Share Amounts)
|
||||||||||||||||
Revenue:
|
Restated
|
Restated
|
||||||||||||||
Rental
income
|
$ |
26,480
|
$ |
24,194
|
$ |
8,980
|
$ |
8,155
|
||||||||
Reimbursements
|
3,601
|
3,767
|
1,227
|
1,345
|
||||||||||||
Sundry
income
|
415
|
178
|
234
|
76
|
||||||||||||
Totals
|
30,496
|
28,139
|
10,441
|
9,576
|
||||||||||||
Expenses:
|
||||||||||||||||
Operating
expenses
|
8,224
|
6,944
|
2,713
|
2,058
|
||||||||||||
Management
fees
|
1,321
|
1,258
|
451
|
440
|
||||||||||||
Real
estate taxes
|
4,277
|
4,053
|
1,424
|
1,351
|
||||||||||||
Depreciation
|
3,972
|
3,456
|
1,323
|
1,195
|
||||||||||||
Totals
|
17,794
|
15,711
|
5,911
|
5,044
|
||||||||||||
Operating
income
|
12,702
|
12,428
|
4,530
|
4,532
|
||||||||||||
Investment
income
|
382
|
150
|
157
|
37
|
||||||||||||
Interest
expense including amortization
|
||||||||||||||||
of
deferred financing costs
|
(9,099 | ) | (8,291 | ) | (3,010 | ) | (2,784 | ) | ||||||||
Minority
interest
|
(386 | ) | (366 | ) | (129 | ) | (209 | ) | ||||||||
Distribution
to certain minority interests
|
(150 | ) | (90 | ) |
-
|
-
|
||||||||||
Income
from continuing operations
|
3,449
|
3,831
|
1,548
|
1,576
|
||||||||||||
Discontinued
operations:
|
||||||||||||||||
Earnings
from discontinued operations
|
91
|
121
|
15
|
53
|
||||||||||||
Gain on sale
|
3,680
|
-
|
3,680
|
-
|
||||||||||||
Income
from discontinued operations
|
3,771
|
121
|
3,695
|
53
|
||||||||||||
Net
income
|
$ |
7,220
|
$ |
3,952
|
$ |
5,243
|
$ |
1,629
|
||||||||
Basic
earnings per share:
|
||||||||||||||||
Continuing
operations
|
$ |
0.51
|
$ |
0.59
|
$ |
0.23
|
$ |
0.24
|
||||||||
Discontinued
operations
|
$ |
0.56
|
$ |
0.02
|
$ |
0.55
|
$ |
0.01
|
||||||||
Net
income
|
$ |
1.07
|
$ |
0.61
|
$ |
0.78
|
$ |
0.25
|
||||||||
Diluted
earnings per share:
|
||||||||||||||||
Continuing
operations
|
$ |
0.50
|
$ |
0.56
|
$ |
0.22
|
$ |
0.23
|
||||||||
Discontinued
operations
|
$ |
0.54
|
$ |
0.02
|
$ |
0.54
|
$ |
0.01
|
||||||||
Net
income
|
$ |
1.04
|
$ |
0.58
|
$ |
0.76
|
$ |
0.24
|
||||||||
Weighted
average shares outstanding:
|
||||||||||||||||
Basic
|
6,752
|
6,530
|
6,756
|
6,548
|
||||||||||||
Diluted
|
6,919
|
6,787
|
6,925
|
6,888
|
||||||||||||
COMPREHENSIVE
INCOME
|
||||||||||||||||
Net
income
|
$ |
7,220
|
$ |
3,952
|
$ |
5,243
|
$ |
1,629
|
||||||||
Other
comprehensive income (loss):
|
||||||||||||||||
Unrealized
gain (loss) on interest
|
||||||||||||||||
rate
swap contract
|
(48 | ) |
26
|
(19 | ) | (2 | ) | |||||||||
Comprehensive
income
|
$ |
7,172
|
$ |
3,978
|
$ |
5,224
|
$ |
1,627
|
||||||||
UNDISTRIBUTED
EARNINGS
|
||||||||||||||||
Balance,
beginning of period
|
$ |
1,735
|
$ |
4,890
|
$ | (340 | ) | $ |
3,914
|
|||||||
Net
income
|
7,220
|
3,952
|
5,243
|
1,629
|
||||||||||||
Less
dividends declared
|
(6,079 | ) | (4,938 | ) | (2,027 | ) | (1,639 | ) | ||||||||
Balance,
end of period
|
$ |
2,876
|
$ |
3,904
|
$ |
2,876
|
$ |
3,904
|
||||||||
Dividends
declared per share
|
$ |
0.90
|
$ |
0.75
|
$ |
0.30
|
$ |
0.25
|
||||||||
See
Notes to Condensed Consolidated Financial Statements.
|
FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND
SUBSIDIARIES
|
||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||
NINE
MONTHS ENDED JULY 31, 2007 AND 2006
|
||||||||
(Unaudited)
|
||||||||
Nine
Months Ended
|
||||||||
July
31,
|
||||||||
2007
|
2006
|
|||||||
(In
Thousands of Dollars)
|
||||||||
Restated
|
||||||||
Operating
activities:
|
||||||||
Net
income
|
$ |
7,220
|
$ |
3,952
|
||||
Adjustments
to reconcile net income to net cash provided by
|
||||||||
operating
activities (including discontinued operations):
|
||||||||
Depreciation
|
3,980
|
3,466
|
||||||
Amortization
|
570
|
359
|
||||||
Net
amortization of acquired leases
|
(226 | ) | (271 | ) | ||||
Deferred
revenue
|
(389 | ) | (629 | ) | ||||
Minority
interest
|
536
|
456
|
||||||
Gain
on sale of discontinued operations
|
(3,680 | ) |
-
|
|||||
Changes
in operating assets and liabilities:
|
||||||||
Tenants'
security accounts
|
(150 | ) | (136 | ) | ||||
Sundry
receivables, prepaid expenses and other assets
|
(57 | ) | (352 | ) | ||||
Accounts
payable, accrued expenses and other liabilities
|
567
|
(690 | ) | |||||
Tenants'
security deposits
|
229
|
234
|
||||||
Net
cash provided by operating activities
|
8,600
|
6,389
|
||||||
Investing
activities:
|
||||||||
Capital
improvements - existing properties
|
(1,752 | ) | (1,301 | ) | ||||
Proceeds
from sale of discontinued operations
|
3,796
|
-
|
||||||
Net
sale proceeds held in escrow
|
(3,796 | ) |
-
|
|||||
Construction
and pre development costs
|
(4,114 | ) | (11,751 | ) | ||||
Net
cash used in investing activities
|
(5,866 | ) | (13,052 | ) | ||||
Financing
activities:
|
||||||||
Repayment
of mortgages
|
(19,053 | ) | (1,414 | ) | ||||
Proceeds
from mortgages
|
28,331
|
14,592
|
||||||
Proceeds
from exercise of stock options
|
37
|
532
|
||||||
Dividends
paid
|
(7,427 | ) | (6,216 | ) | ||||
Distribution
to minority interest
|
(541 | ) | (420 | ) | ||||
Net
cash provided by financing activities
|
1,347
|
7,074
|
||||||
Net
increase in cash and cash equivalents
|
4,081
|
411
|
||||||
Cash
and cash equivalents, beginning of period
|
9,616
|
5,672
|
||||||
Cash
and cash equivalents, end of period
|
$ |
13,697
|
$ |
6,083
|
||||
Supplemental
disclosure of cash flow data:
|
||||||||
Interest
paid, including capitalized construction period interest
|
||||||||
of
$402 in fiscal 2006.
|
$ |
8,900
|
$ |
8,501
|
||||
Income
taxes paid
|
$ |
18
|
$ |
18
|
||||
Supplemental
schedule of non cash financing activities:
|
||||||||
Accrued
capital expenditures, construction costs and pre-development
costs
|
$ |
235
|
$ |
-
|
||||
Dividends
declared but not paid
|
$ |
2,027
|
$ |
1,638
|
||||
See
Notes to Condensed Consolidated Financial Statements.
|
FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND
SUBSIDIARIES
NOTES
TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
1 -
Basis of presentation:
The
accompanying condensed consolidated financial statements have been prepared
without audit, in accordance with accounting principles generally accepted
in
the United States of America (“GAAP”) for interim financial statements and
pursuant to the rules of the Securities and Exchange Commission (“SEC”).
Accordingly, certain information and footnotes required by GAAP for complete
financial statements have been omitted. It is the opinion of management that
all
adjustments considered necessary for a fair presentation have been included,
and
that all such adjustments are of a normal recurring nature.
The
consolidated results of operations for the nine and three months ended July
31,
2007 are not necessarily indicative of the results to be expected for the full
year. The unaudited condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and related notes
included in the Annual Report on Form 10-K for the year ended October 31, 2006
of First Real Estate Investment Trust of New Jersey (“FREIT”).
Reclassification:
Certain
amounts in the 2006 financial statements have been reclassified to conform
to
the current presentation.
Restatement:
FREIT
has
restated its prior year’s financial statements in order to properly reflect the
Westwood Hills minority members’ share of the Westwood Hills capital deficit.
This deficit resulted from distributions to the minority members, including
proceeds received on refinancing the mortgage on the residential building owned
by Westwood Hills. Although there is no economic effect or cost to FREIT, under
GAAP FREIT cannot record a negative minority interest in consolidated financial
statements if the minority members have no obligation to restore their negative
capital accounts. Accordingly, FREIT’s 2006 quarterly financial statements, as
reported herein, have been restated by reducing undistributed earnings and
increasing minority interest as of October 31, 2005 by $2,458,000. In addition,
net income for the prior year’s periods ended July 31, 2006 has been restated to
reflect a decrease of $24,000 for the nine month period and an increase of
$16,000 for the three month period, from amounts previously reported. (See
Note 2 in FREIT’s Annual Report on Form 10-K for the year ended October 31, 2006
for additional information.)
Effective
June 1, 2007, the Operating Agreement of Westwood Hills, LLC was amended by
a
majority of the Members of Westwood Hills, LLC to require the Members to restore
their negative capital accounts at Westwood Hills caused by any future losses,
distributions from operations or net refinancing proceeds from the effective
date of this amendment forward. As a result of this amendment, future minority
interest distributions by Westwood Hills, LLC will be recorded to minority
interest and will no longer impact FREIT’s income statement.
Note
2 -
Earnings per share:
FREIT
has presented "basic" and "diluted" earnings per share in the accompanying
condensed consolidated statements of income in accordance with the
provisions of Statement of Financial Accounting Standards (“SFAS”) No.
128, “Earnings per Share” ("SFAS 128"). 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 nine and three month
periods ended July 31, 2007 and 2006, 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.
Nine
Months Ended
|
Three
Months Ended
|
|||||||||||||||
July
31,
|
July
31,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Basic
weighted average shares outstanding
|
6,752,484
|
6,529,527
|
6,755,652
|
6,547,902
|
||||||||||||
Shares
arising from assumed exercise of stock options
|
166,675
|
257,145
|
169,513
|
340,734
|
||||||||||||
Dilutive
weighted average shares outstanding
|
6,919,159
|
6,786,672
|
6,925,165
|
6,888,636
|
||||||||||||
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 for the nine and three month periods ended July 31, 2007, and ordinary
income for the prior year’s comparable periods.
Note
3 -
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.
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. As of July 31, 2007, options for 237,500 shares were outstanding.
The
total intrinsic value of the options outstanding at July 31, 2007 was
approximately $4.4 million. On August 24, 2007, a FREIT shareholder exercised
5,000 options to purchase 5,000 FREIT shares at $7.50 per share. As a result,
options for 232,500 shares remain outstanding and are exercisable through
September 2008.
On
April
4, 2007, FREIT shareholders approved amendments to FREIT’s Equity Incentive Plan
as follows: (a) reserving an additional 300,000 shares for issuance under the
Plan; and (b) extending the term of the Plan until September 10,
2018.
Note
4 –
Discontinued operations:
On
June
26, 2007, FREIT closed on its contract for the sale of the Lakewood Apartments
in Lakewood, New Jersey. The sales price for the property was $4 million. The
property was acquired in 1962 for approximately $407,000. For financial
reporting purposes, FREIT recognized a gain of approximately $3.7 million from
the sale. In compliance with current accounting guidance (SFAS No. 144 –
“Accounting for the Impairment or Disposal of Long-Lived Assets”), the gain on
the sale, as well as the current and prior year’s earnings of the Lakewood
operation are classified as “Income from discontinued operations”, which is
included within “Net Income” after “Income from continuing operations”. Revenue
attributable to discontinued operations was $267,875 and $60,752 for the Current
Nine Months and Current Quarter, compared to $308,156 and $101,773 for the
Prior
Nine Minths and Prior Quarter.
Note
5 -
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: commercial properties and
residential properties. These reportable segments offer different types of
space, have different types of tenants, and are managed separately because
each
requires different operating strategies and management expertise. The commercial
segment contains nine (9) separate properties and the residential segment
contains nine (9) properties. The accounting policies of the segments are the
same as those described in Note 1 in FREIT’s Annual Report on Form 10-K for the
year ended October 31, 2006.
The
chief
operating and decision-making group of FREIT's commercial segment, residential
segment and corporate/other is comprised of FREIT’s Board of
Trustees.
FREIT
assesses and measures segment operating results based on net operating income
("NOI"). NOI, a standard used by real estate professionals, is based on
operating revenue and expenses directly associated with the operations of the
real estate properties, but excludes deferred rents (straight lining), lease
amortization, depreciation, 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.
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 the nine and three month periods ended July 31,
2007
and 2006. Asset information is not reported since FREIT does not use this
measure to assess performance.
Nine
Months Ended
|
Three
Months Ended
|
|||||||||||||||
July
31,
|
July
31,
|
|||||||||||||||
2007
|
2006*
|
2007
|
2006*
|
|||||||||||||
(In
Thousands of Dollars)
|
||||||||||||||||
Real
estate rental revenue:
|
||||||||||||||||
Commercial
|
$ |
16,198
|
$ |
15,941
|
$ |
5,464
|
$ |
5,440
|
||||||||
Residential
|
13,886
|
11,677
|
4,831
|
3,988
|
||||||||||||
Totals
|
30,084
|
27,618
|
10,295
|
9,428
|
||||||||||||
Real
estate operating expenses:
|
||||||||||||||||
Commercial
|
6,425
|
6,116
|
2,123
|
2,020
|
||||||||||||
Residential
|
6,120
|
5,360
|
1,992
|
1,576
|
||||||||||||
Totals
|
12,545
|
11,476
|
4,115
|
3,596
|
||||||||||||
Net
operating income:
|
||||||||||||||||
Commercial
|
9,773
|
9,825
|
3,341
|
3,420
|
||||||||||||
Residential
|
7,766
|
6,317
|
2,839
|
2,412
|
||||||||||||
Totals
|
$ |
17,539
|
$ |
16,142
|
$ |
6,180
|
$ |
5,832
|
||||||||
Recurring
capital improvements-residential
|
$ |
314
|
$ |
234
|
$ |
77
|
$ |
90
|
||||||||
Reconciliation
to consolidated net income:
|
||||||||||||||||
Segment
NOI
|
$ |
17,539
|
$ |
16,142
|
$ |
6,180
|
$ |
5,832
|
||||||||
Deferred
rents - straight lining
|
186
|
250
|
72
|
79
|
||||||||||||
Amortization
of acquired leases
|
226
|
271
|
75
|
69
|
||||||||||||
Net
investment income
|
382
|
150
|
157
|
37
|
||||||||||||
Minority
interest in earnings of subsidiaries
|
(386 | ) | (366 | ) | (129 | ) | (209 | ) | ||||||||
Distribution
to certain minority interests
|
(150 | ) | (90 | ) |
-
|
-
|
||||||||||
General
and administrative expenses
|
(1,277 | ) | (779 | ) | (474 | ) | (253 | ) | ||||||||
Depreciation
|
(3,972 | ) | (3,456 | ) | (1,323 | ) | (1,195 | ) | ||||||||
Financing
costs
|
(9,099 | ) | (8,291 | ) | (3,010 | ) | (2,784 | ) | ||||||||
Income
from continuing operations
|
3,449
|
3,831
|
1,548
|
1,576
|
||||||||||||
Income
from discontinued operations
|
3,771
|
121
|
3,695
|
53
|
||||||||||||
Net
income
|
$ |
7,220
|
$ |
3,952
|
$ |
5,243
|
$ |
1,629
|
||||||||
*
Restated (See Notes 1 & 4 for more details.)
|
Item
2: Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Cautionary
Statement Identifying Important Factors That Could Cause FREIT’s Actual
Results to Differ
From
Those Projected in Forward Looking Statements.
|
Readers
of this discussion are advised that the discussion should be read
in
conjunction with the unaudited condensed consolidated financial statements
of FREIT (including related notes thereto) appearing elsewhere in
this
Form 10-Q, and the consolidated financial statements included in
FREIT’s
most recently filed Form 10-K. Certain statements in this discussion
may
constitute “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements
reflect FREIT’s current expectations regarding future results of
operations, economic performance, financial condition and achievements
of
FREIT, and do not relate strictly to historical or current facts.
FREIT
has tried, wherever possible, to identify these forward-looking statements
by using words such as “believe,” “expect,” “anticipate,”
“intend,” “plan,” “estimate,” or words of similar
meaning.
|
Although
FREIT believes that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, such statements are
subject to risks and uncertainties, which may cause the actual results
to
differ materially from those projected. Such factors include,
but are not limited to the following: general economic and business
conditions, which will, among other things, affect demand for rental
space, the availability of prospective tenants, lease rents 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.
|
OVERVIEW
FREIT
is
an equity real estate investment trust ("REIT") that owns a portfolio of
residential apartment and commercial properties. Our revenues consist primarily
of fixed rental income from our residential and commercial properties and
additional rent in the form of expense reimbursements derived from our income
producing commercial properties. Our properties are primarily located
in northern New Jersey and Maryland. We acquire existing properties for
investment. We also acquire properties, which we feel have redevelopment
potential, and make changes and capital improvements to these properties. We
develop and construct properties on our vacant land. Our policy is to acquire
and develop real property for long-term investment.
Almost
all of FREIT’s income and cash flow is derived from the net rental income
(revenues after expenses) from our properties. FREIT’s business and financial
results are affected by the following fundamental factors:
|
·
|
the
national and regional economic
climate;
|
|
·
|
occupancy
rates at the properties;
|
|
·
|
tenant
turn-over rates;
|
|
·
|
rental
rates;
|
|
·
|
operating
expenses;
|
|
·
|
tenant
improvement and leasing costs;
|
|
·
|
cost
of and availability of capital;
|
|
·
|
new
acquisitions and development projects;
and
|
|
·
|
governmental
regulations.
|
A
negative quality change in the above factors could potentially cause a
detrimental effect in FREIT’s revenue, earnings and cash flow.
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 included in our Annual Report
on
Form 10-K for the year ended October 31, 2006, have been applied consistently
as
at July 31, 2007 and October 31, 2006, and for the nine and three month periods
ended July 31, 2007 and 2006. 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.
All
references to per share amounts are on a diluted basis unless otherwise
indicated.
Results
of Operations:
Real
Estate revenue for the nine months ended July 31, 2007 (“Current Nine Months”)
increased 8.4% to $30,496,000 compared to $28,139,000 for the nine months ended
July 31, 2006 (“Prior Nine Months”). Real Estate revenue for the
three months ended July 31, 2007 (“Current Quarter”) increased 9.0% to
$10,441,000 compared to $9,576,000 for the three months ended July 31, 2006
(“Prior Year’s Quarter”). The increase in real estate revenues was
principally attributable to FREIT’s residential operations, primarily at The
Boulders in Rockaway Township, NJ (“The Boulders”), which accounted for 5.9% and
6.1% of the increase for the nine and three month periods, respectively. (See
discussion below.)
During
the Current Quarter, FREIT sold its Lakewood Apartments in Lakewood, New Jersey.
In compliance with current accounting guidance, the gain on the sale, as well
as
the current and prior year’s earnings of the Lakewood operation are classified
as “Income from discontinued operations”, which is included within “Net Income”
after “Income from continuing operations”. (See Note 4 for a further discussion
of the sale.) Net income for the Current Nine Months was $7,220,000 ($1.04
diluted) compared to $3,952,000 ($0.58 diluted) for the Prior Nine Months.
Net
income for the Current Quarter was $5,243,000 ($0.76 diluted) compared to
$1,629,000 ($0.24 diluted) for the Prior Year’s Quarter. Income from continuing
operations for the Current Nine Months was $3,449,000 ($0.50 diluted) compared
to $3,831,000 ($0.56 diluted) for the Prior Nine Months. Income from continuing
operations for the Current Quarter was $1,548,000 ($0.22 diluted) compared
to
$1,576,000 ($0.23 diluted) for the Prior Year’s Quarter. The schedule below
provides a detailed analysis of the major changes that impacted revenue and
net
income for the nine and three months ended July 31, 2007 and 2006:
NET
INCOME COMPONENTS
|
||||||||||||||||||||||||
Nine
Months Ended
|
Three
Months Ended
|
|||||||||||||||||||||||
July
31,
|
July
31,
|
|||||||||||||||||||||||
2007
|
2006*
|
Change
|
2007
|
2006*
|
Change
|
|||||||||||||||||||
(thousands
of dollars)
|
||||||||||||||||||||||||
Commercial
Properties
|
||||||||||||||||||||||||
Same
Properties
(1)
|
$ |
9,896
|
$ |
9,791
|
$ |
105
|
$ |
3,392
|
$ |
3,393
|
$ | (1 | ) | |||||||||||
Damascus
Center - undergoing renovation
|
289
|
555
|
(266 | ) |
96
|
175
|
(79 | ) | ||||||||||||||||
Total
Commercial Properties
|
10,185
|
10,346
|
(161 | ) |
3,488
|
3,568
|
(80 | ) | ||||||||||||||||
Residential
Properties
|
||||||||||||||||||||||||
Same
Properties
(1)
|
6,796
|
6,301
|
495
|
2,469
|
2,389
|
80
|
||||||||||||||||||
Boulders
at Rockaway
|
970
|
16
|
954
|
370
|
23
|
347
|
||||||||||||||||||
Total
Residential Properties
|
7,766
|
6,317
|
1,449
|
2,839
|
2,412
|
427
|
||||||||||||||||||
Total
income from real estate operations
|
17,951
|
16,663
|
1,288
|
6,327
|
5,980
|
347
|
||||||||||||||||||
Financing
costs:
|
||||||||||||||||||||||||
Fixed
rate mortgages
|
||||||||||||||||||||||||
Same
Properties
(1)
|
(6,812 | ) | (7,023 | ) |
211
|
(2,276 | ) | (2,333 | ) |
57
|
||||||||||||||
Boulders
at Rockaway
|
(824 | ) | (7 | ) | (817 | ) | (284 | ) | (1 | ) | (283 | ) | ||||||||||||
Floating
Rate - Rotunda
|
(1,228 | ) | (1,098 | ) | (130 | ) | (411 | ) | (397 | ) | (14 | ) | ||||||||||||
Corporate
interest - Line / Floating
|
(235 | ) | (163 | ) | (72 | ) | (39 | ) | (53 | ) |
14
|
|||||||||||||
Total
financing costs
|
(9,099 | ) | (8,291 | ) | (808 | ) | (3,010 | ) | (2,784 | ) | (226 | ) | ||||||||||||
Investment
income
|
382
|
150
|
232
|
157
|
37
|
120
|
||||||||||||||||||
Corporate
expenses
|
(678 | ) | (578 | ) | (100 | ) | (216 | ) | (174 | ) | (42 | ) | ||||||||||||
Accounting
|
(599 | ) | (201 | ) | (398 | ) | (258 | ) | (79 | ) | (179 | ) | ||||||||||||
Minority
interest in earnings of subsidiaries
|
(386 | ) | (366 | ) | (20 | ) | (129 | ) | (209 | ) |
80
|
|||||||||||||
Distribution
to Westwood Hills minority interests
|
(150 | ) | (90 | ) | (60 | ) |
-
|
-
|
-
|
|||||||||||||||
Depreciation:
|
||||||||||||||||||||||||
Same
Properties
(1)
|
(3,576 | ) | (3,436 | ) | (140 | ) | (1,196 | ) | (1,175 | ) | (21 | ) | ||||||||||||
Boulders
at Rockaway
|
(396 | ) | (20 | ) | (376 | ) | (127 | ) | (20 | ) | (107 | ) | ||||||||||||
Total
depreciation
|
(3,972 | ) | (3,456 | ) | (516 | ) | (1,323 | ) | (1,195 | ) | (128 | ) | ||||||||||||
Income
from continuing operations
|
3,449 | 3,831 | (382 | ) | 1,548 | 1,576 | (28 | ) | ||||||||||||||||
Income
from discontinued operations
|
3,771
|
121
|
3,650
|
3,695
|
53
|
3,642
|
||||||||||||||||||
Net
Income
|
$ |
7,220
|
$ |
3,952
|
$ |
3,268
|
$ |
5,243
|
$ |
1,629
|
$ |
3,614
|
||||||||||||
(1)
Properties operated since the beginning of fiscal 2006.
|
||||||||||||||||||||||||
*
Restated (See Notes 1 & 4 for more details.)
|
The
consolidated results of operations for the Current Nine Months and Current
Quarter are not necessarily indicative of the results to be expected for
the
full year.
SEGMENT
INFORMATION
The
following tables set forth comparative NOI data for FREIT’s real estate segments
and reconciles the NOI to consolidated net income for the Current Nine Months
and Current Quarter, as compared to the Prior Nine Months and Prior Year’s
Quarter:
Nine
Months Ended July 31:
|
||||||||||||||||||||||||||||||||||||||||
Commercial
|
Residential
|
Combined
|
||||||||||||||||||||||||||||||||||||||
Nine
Months Ended
|
Nine
Months Ended
|
Nine
Months Ended
|
||||||||||||||||||||||||||||||||||||||
July
31,
|
Increase
(Decrease)
|
July
31,
|
Increase
(Decrease)
|
July
31,
|
||||||||||||||||||||||||||||||||||||
2007
|
2006
|
$ |
%
|
2007
|
2006*
|
$ |
%
|
2007
|
2006*
|
|||||||||||||||||||||||||||||||
(in
thousands)
|
(in
thousands)
|
(in
thousands)
|
||||||||||||||||||||||||||||||||||||||
Rental
income
|
$ |
12,454
|
$ |
12,141
|
$ |
313
|
2.6 | % | $ |
13,614
|
$ |
11,532
|
$ |
2,082
|
18.1 | % | $ |
26,068
|
$ |
23,673
|
||||||||||||||||||||
Reimbursements
|
3,601
|
3,767
|
(166 | ) | -4.4 | % |
-
|
3,601
|
3,767
|
|||||||||||||||||||||||||||||||
Other
|
143
|
33
|
110
|
333.3 | % |
272
|
145
|
127
|
87.6 | % |
415
|
178
|
||||||||||||||||||||||||||||
Total
Revenue
|
16,198
|
15,941
|
257
|
1.6 | % |
13,886
|
11,677
|
2,209
|
18.9 | % |
30,084
|
27,618
|
||||||||||||||||||||||||||||
Operating
expenses
|
6,425
|
6,116
|
309
|
5.1 | % |
6,120
|
5,360
|
760
|
14.2 | % |
12,545
|
11,476
|
||||||||||||||||||||||||||||
Net
operating income
|
$ |
9,773
|
$ |
9,825
|
$ | (52 | ) | -0.5 | % | $ |
7,766
|
$ |
6,317
|
$ |
1,449
|
22.9 | % |
17,539
|
16,142
|
|||||||||||||||||||||
Average
|
||||||||||||||||||||||||||||||||||||||||
Occupancy
%
|
90.1 | % | 90.5 | % | -0.4 | % | 94.8 | % | 95.4 | % | -0.6 | % |
Reconciliation
to consolidated net income:
|
||||||||||
Deferred
rents - straight lining
|
186
|
250
|
||||||||
Amortization
of acquired leases
|
226
|
271
|
||||||||
Net
investment income
|
382
|
150
|
||||||||
General
and administrative expenses
|
(1,277 | ) | (779 | ) | ||||||
Depreciation
|
(3,972 | ) | (3,456 | ) | ||||||
Financing
costs
|
(9,099 | ) | (8,291 | ) | ||||||
Distributions
to certain minority interests
|
(150 | ) | (90 | ) | ||||||
Minority
interest
|
(386 | ) | (366 | ) | ||||||
Income
from continuing operations
|
3,449
|
3,831
|
||||||||
Income
from discontinued operations
|
3,771
|
121
|
||||||||
Net
income
|
$ |
7,220
|
$ |
3,952
|
*
Restated (See Notes 1 & 4 for more details.)
|
||||||||||||||||||||||||||||||||||||||||
Three
Months Ended July 31:
|
||||||||||||||||||||||||||||||||||||||||
Commercial
|
Residential
|
Combined
|
||||||||||||||||||||||||||||||||||||||
Three Months
Ended
|
Three Months
Ended
|
Three Months
Ended
|
||||||||||||||||||||||||||||||||||||||
July
31,
|
Increase
(Decrease)
|
July
31,
|
Increase
(Decrease)
|
July
31,
|
||||||||||||||||||||||||||||||||||||
2007
|
2006
|
$ |
%
|
2007
|
2006*
|
$ |
%
|
2007
|
2006*
|
|||||||||||||||||||||||||||||||
(in
thousands)
|
(in
thousands)
|
(in
thousands)
|
||||||||||||||||||||||||||||||||||||||
Rental
income
|
$ |
4,192
|
$ |
4,084
|
$ |
108
|
2.6 | % | $ |
4,642
|
$ |
3,923
|
$ |
719
|
18.3 | % | $ |
8,834
|
$ |
8,007
|
||||||||||||||||||||
Reimbursements
|
1,227
|
1,345
|
(118 | ) | -8.8 | % |
-
|
1,227
|
1,345
|
|||||||||||||||||||||||||||||||
Other
|
45
|
11
|
34
|
309.1 | % |
189
|
65
|
124
|
190.8 | % |
234
|
76
|
||||||||||||||||||||||||||||
Total
Revenue
|
5,464
|
5,440
|
24
|
0.4 | % |
4,831
|
3,988
|
843
|
21.1 | % |
10,295
|
9,428
|
||||||||||||||||||||||||||||
Operating
expenses
|
2,123
|
2,020
|
103
|
5.1 | % |
1,992
|
1,576
|
416
|
26.4 | % |
4,115
|
3,596
|
||||||||||||||||||||||||||||
Net
operating income
|
$ |
3,341
|
$ |
3,420
|
$ | (79 | ) | -2.3 | % | $ |
2,839
|
$ |
2,412
|
$ |
427
|
17.7 | % |
6,180
|
5,832
|
|||||||||||||||||||||
Average
|
||||||||||||||||||||||||||||||||||||||||
Occupancy
%
|
91.0 | % | 90.2 | % | 0.8 | % | 95.9 | % | 96.4 | % | -0.5 | % | ||||||||||||||||||||||||||||
Reconciliation
to consolidated net income:
|
||||||||||
Deferred
rents - straight lining
|
72
|
79
|
||||||||
Amortization
of acquired leases
|
75
|
69
|
||||||||
Net
investment income
|
157
|
37
|
||||||||
General
and administrative expenses
|
(474 | ) | (253 | ) | ||||||
Depreciation
|
(1,323 | ) | (1,195 | ) | ||||||
Financing
costs
|
(3,010 | ) | (2,784 | ) | ||||||
Distributions
to certain minority interests
|
-
|
-
|
||||||||
Minority
interest
|
(129 | ) | (209 | ) | ||||||
Income
from continuing operations
|
1,548
|
1,576
|
||||||||
Income
from discontinued operations
|
3,695
|
53
|
||||||||
Net
income
|
$ |
5,243
|
$ |
1,629
|
*
Restated (See Notes 1 & 4 for more details.)
|
||||||||||
NOI
is
based on operating revenue and expenses directly associated with the operations
of the real estate properties, but excludes deferred rents (straight lining),
lease amortization, 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.
COMMERCIAL
SEGMENT
FREIT’s
commercial properties consist of nine (9) properties totaling approximately
1,100,000 sq. ft. of retail space and 138,000 sq. ft. of office
space. Seven (7) are multi-tenanted retail or office centers, and one
is a single tenanted store. In addition, FREIT has leased land and receives
rental income from a tenant who has built and operates a bank branch on land
FREIT owns in Rockaway, NJ.
As
indicated in the above Segment Information table, revenue from FREIT’s
commercial segment for the Current Nine Months and Current Quarter increased
slightly by 1.6% and 0.4%, respectively, over the comparable prior year’s
periods. However, NOI for the Current Nine Months and Current Quarter decreased
by 0.5% and 2.3%, over the comparable prior year’s periods. The primary reason
was the adverse effect of the anticipated planned renovation at our Damascus
Shopping Center property located in Damascus, MD (the “Damascus Center”), which
caused a temporary decline in occupancy levels. (See discussion below). Average
occupancy rates for FREIT’s commercial segment for the Current Nine Months was
at 94.3%, exclusive of the Damascus Center, compared to 92.9% for the prior
year’s period. The impact of this renovation on the year-to-date results of the
commercial segment is reflected in the following chart:
Nine
Months Ended July 31,
|
||||||||||||||||||||||||||
2007
|
2006
|
|||||||||||||||||||||||||
Commercial
|
Same
|
Commercial
|
Same
|
|||||||||||||||||||||||
($000)
|
Properties
|
Damascus
|
Properties
|
Properties
|
Damascus
|
Properties
|
||||||||||||||||||||
Revenues
|
$ |
16,198
|
$ |
610
|
$ |
15,588
|
$ |
15,941
|
$ |
891
|
$ |
15,050
|
||||||||||||||
Expenses
|
6,425
|
316
|
6,109
|
6,116
|
331
|
5,785
|
||||||||||||||||||||
NOI
|
$ |
9,773
|
$ |
294
|
$ |
9,479
|
$ |
9,825
|
$ |
560
|
$ |
9,265
|
||||||||||||||
Development
Activities:
The
Rotunda, Baltimore, MD: Acquired in July 2005, the property is on 11.5 acres
of
land and is currently configured into about 138,000 sq. ft. of office space
and
78,000 sq. ft. of retail space on the lower level of the main building. We
are
planning a modernization and expansion of the retail space, as well as the
development of residential apartment units as allowed by the current zoning.
Final development plans, however, are subject to approval by local governmental
authorities.
Damascus
Center, Damascus, MD: FREIT has entered into construction agreements for the
redevelopment of the Damascus Center. Building plans for Phase I have been
completed and have been approved by governmental agencies. Phase I construction
began on June 7, 2007. Because of this redevelopment, current leases for certain
tenants are being allowed to expire and are not being renewed. This has caused
occupancy to decline, on a temporary basis, during the construction
phase.
RESIDENTIAL
SEGMENT
On
June
26, 2007, FREIT sold the Lakewood Apartments in Lakewood, New Jersey for $4
million. For financial reporting purposes, FREIT recognized a gain of
approximately $3.7 million from the sale. In compliance with current accounting
guidance, the gain on the sale and the earnings of the Lakewood operation are
classified as discontinued operations. (See Note 4 for a further discussion
of
the sale.) With the completion of the 129-unit apartment community at The
Boulders, FREIT now operates nine (9) multi-family apartment communities
totaling 1,075 apartment units. As indicated in the table above, revenue from
our residential segment for the Current Nine Months increased 18.9% to
$13,886,000 and NOI for the same period is also up 22.9% to $7,766,000. For
the
Current Quarter, revenue increased 21.1% to $4,831,000 and NOI is also up 17.7%
to $2,839,000. Fiscal 2007 will be the first full year of operation for The
Boulders. (See discussion below.) The contribution made by The Boulders to
the
Current Nine Months and Current Quarter’s revenue and NOI, as compared to the
Prior Year’s revenue and NOI is reflected in the following chart:
Nine
Months Ended July 31,
|
||||||||||||||||||||||||||
2007
|
2006*
|
|||||||||||||||||||||||||
Residential
|
The
|
Same
|
Residential
|
The
|
Same
|
|||||||||||||||||||||
($000)
|
Properties
|
Boulders
|
Properties
|
Properties
|
Boulders
|
Properties
|
||||||||||||||||||||
Revenues
|
$ |
13,886
|
$ |
1,703
|
$ |
12,183
|
$ |
11,677
|
$ |
46
|
$ |
11,631
|
||||||||||||||
Expenses
|
6,120
|
733
|
5,387
|
5,360
|
30
|
5,330
|
||||||||||||||||||||
NOI
|
$ |
7,766
|
$ |
970
|
$ |
6,796
|
$ |
6,317
|
$ |
16
|
$ |
6,301
|
Three
Months Ended July 31,
|
||||||||||||||||||||||||||
2007
|
2006*
|
|||||||||||||||||||||||||
Residential
|
The
|
Same
|
Residential
|
The
|
Same
|
|||||||||||||||||||||
($000)
|
Properties
|
Boulders
|
Properties
|
Properties
|
Boulders
|
Properties
|
||||||||||||||||||||
Revenues
|
$ |
4,831
|
$ |
635
|
$ |
4,196
|
$ |
3,988
|
$ |
46
|
$ |
3,942
|
||||||||||||||
Expenses
|
1,992
|
265
|
1,727
|
1,576
|
23
|
1,553
|
||||||||||||||||||||
NOI
|
$ |
2,839
|
$ |
370
|
$ |
2,469
|
$ |
2,412
|
$ |
23
|
$ |
2,389
|
||||||||||||||
*
Restated (See Note 4 for more details.)
|
Revenues
from FREIT’s residential properties continue to increase. Average occupancy
rates for the Current Nine Months and Current Quarter, exclusive of The Boulders
property, which was not completed until late fiscal 2006, was at 96.0% and
96.2%, respectively, compared to 95.4% and 96.4% for the prior year’s periods.
The occupancy level at The Boulders was in excess of 96% at the end of July
2007, and averaged 86% during the Current Nine Month period.
Our
residential revenue is principally composed of monthly apartment rental income.
Total rental income is a factor of occupancy and monthly apartment rents.
Monthly average residential rents at the end of the Current Nine Months and
the
Prior Nine Month period were $1,484 and $1,409, respectively. A 1% decline
in
annual average occupancy, or a 1% decline in average rents from current levels,
results in an annual revenue decline of approximately $191,000 and $185,000,
respectively.
Capital
expenditures: Since all of our apartment communities, with the exception of
The
Boulders, were constructed more than 25 years ago, we tend to spend more in
any
given year on maintenance and capital improvements than may be spent on newer
properties. A major renovation program has been started at The Pierre Towers
apartment complex (“The Pierre”). We intend to modernize, where required, all
apartments and modernize some of the buildings’ mechanical services. This
renovation is expected to cost approximately $2 - 4 million and take, at least,
several years to complete. These costs will be financed from operating cash
flow
and cash reserves. Through July 31, 2007, we expended $2.6 million in capital
improvements at The Pierre, including approximately $743,000 during the first
nine months of the fiscal year.
The
Boulders, Rockaway Township, NJ
Construction
started on this 129-unit garden apartment community in July 2005 and was
completed during August 2006. Development costs have been financed from
construction financing and from funds available from our cash and cash
equivalents. Certificates of Occupancy for all of the buildings have been
received, and tenants started taking occupancy during June 2006. As of July
31,
2007 occupancy was in excess of 96%. The Boulders is expected to add to future
earnings, cash flow and shareholder value.
FINANCING
COSTS
Nine
Months Ended
|
Three
Months Ended
|
|||||||||||||||
July
31,
|
July
31,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
($
in thousands)
|
($
in thousands)
|
|||||||||||||||
Fixed
rate mortgages
|
$ |
7,338
|
$ |
6,899
|
$ |
2,515
|
$ |
2,291
|
||||||||
Variable
rate mortgages:
|
||||||||||||||||
Construction
Loan (1) - Boulders
|
161
|
402
|
-
|
247
|
||||||||||||
Acquisition
loan - Rotunda
|
1,184
|
1,055
|
396
|
383
|
||||||||||||
Other
|
217
|
145
|
32
|
47
|
||||||||||||
8,900
|
8,501
|
2,943
|
2,968
|
|||||||||||||
Amortization
of Mortgage Costs
|
199
|
192
|
67
|
63
|
||||||||||||
Total
Financing Costs
|
9,099
|
8,693
|
3,010
|
3,031
|
||||||||||||
Less
amount capitalized
|
-
|
(402 | ) |
-
|
(247 | ) | ||||||||||
Financing
costs expensed
|
$ |
9,099
|
$ |
8,291
|
$ |
3,010
|
$ |
2,784
|
||||||||
(1)
Mortgages not in place at beginning of fiscal 2006.
|
Financing
costs before capitalized amounts for the Current Nine Months increased 4.7%
compared to the Prior Nine Months, however for the Current Quarter, financing
costs decreased 0.7% over the prior year’s comparable period.
Increased
financing levels at The Boulders (construction and permanent loans) resulted
in
increased financing costs of $808,000 for the Current Nine Months. Our
acquisition loan for The Rotunda property of $22.5 million bears a floating
interest rate. Higher interest rates over the course of the last year raised
the
level of interest expense for the Rotunda by $129,000, to $1,184,000 for the
Current Nine Month period.
CERTAIN
MINORITY DISTRIBUTIONS
Westwood
Hills, LLC (“WH”), our 40% owned subsidiary, has a capital deficit. This deficit
resulted primarily from distributions to WH’s members, of proceeds from mortgage
financings, which were in excess of the carrying basis of WH’s assets. The
higher mortgage amounts provided by lenders reflected the increased value of
WH’s property.
During
the prior year’s nine
month
period, WH made a $150,000 distribution to its members. FREIT received $60,000
and the members owning 60% (“Minority”) received $90,000. Since WH has a capital
deficit and its members are under no obligation to restore their negative
capital accounts, under GAAP FREIT is required to charge its income statement
for $90,000, the amount of the distribution received by the Minority. During
the
first quarter of fiscal 2007, WH made a $250,000 distribution to its members,
of
which the Minority received $150,000. FREIT reflected this distribution as
a
charge to its income statement for $150,000. These charges had no economic
effect or cost to FREIT. No such distributions were made during the Current
Quarter.
Effective
June 1, 2007, the Operating Agreement of Westwood Hills, LLC was amended by
a
majority of the Members of Westwood Hills, LLC to require the Members to restore
their negative capital accounts at Westwood Hills caused by any future losses,
distributions from operations or net refinancing proceeds from the effective
date of this amendment forward. As a result of this amendment, future minority
interest distributions by Westwood Hills, LLC will be recorded to minority
interest and will no longer impact FREIT’s income statement.
NET
INVESTMENT INCOME
Net
investment income for the Current Nine Months and Current Quarter was $382,000
and $157,000, respectively, a significant increase over the $150,000 and $37,000
reported for the Prior Nine Months and Prior Quarter, respectively. Net
investment income is principally derived from interest earned from cash on
deposit in institutional money market funds and interest earned from secured
loans receivable (loans made to Hekemian employees, including certain members
of
the immediate family of Robert S. Hekemian, FREIT CEO and Chairman of the Board,
for their equity investment in Grande Rotunda, LLC, a limited liability company,
in which FREIT owns a 60% equity interest and Damascus Center, LLC, a limited
liability company, in which FREIT owns a 70% equity interest). The increase
in
net investment income for the current year was primarily attributable to higher
interest income for the Current Quarter due to higher interest rates on the
Company’s investments, coupled with interest income relative to secured loans
made in connection with the sale of an equity interest in the Damascus Center,
effective October 31, 2006.
GENERAL
AND ADMINISTRATIVE EXPENSES (“G & A”)
During
the Current Nine Months and Current Quarter, G & A was $1,277,000 and
$474,000, respectively, as compared to $779,000 and $253,000 for the prior
year’s periods. The increases for the Current Nine Month and Current Quarter
periods were primarily attributable to increases in accounting and auditing
fees
of $399,000 and $178,000, respectively.
DEPRECIATION
Depreciation
expense from continuing operations for the Current Nine Months and Current
Quarter was $3,972,000 and $1,323,000, respectively, an increase of $516,000
and
$128,000 over the prior year’s comparable periods. The increase was primarily
attributable to depreciation related to The Boulders property, completed in
August 2006.
LIQUIDITY
AND CAPITAL RESOURCES
Our
financial condition remains strong. Net Cash Provided By Operating Activities
was $8.6 million for the Current Nine Months compared to $6.4 million for the
Prior Nine Months. 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).
Credit
Line:
FREIT
has
an $18 million line of credit provided by the Provident Bank. The 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, Palisades Manor Apartments, Palisades Park, 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.
In
connection with its construction activities in Rockaway, NJ, FREIT had drawn
down $1.5 million and further utilized the credit line for the issuance of
a $2
million Letter of Credit (“LoC”). The $1.5 million was repaid during our first
quarter and the $2 million LoC was retired on May 16, 2007.
During
the current year’s second quarter, FREIT utilized $15.8 million of its credit
line to repay currently maturing mortgage debt secured by Westridge Square.
The
$15.8 million utilized under the credit line was subsequently repaid on April
25, 2007, using proceeds from the refinancing of the Westridge Square debt.
(See
discussion below under “Refinancing of debt obligation” for additional
information.) $18 million is currently available under the line of
credit.
As
described in the segment analysis above, construction of The Boulders in
Rockaway Township, NJ has been completed. Construction costs were funded from
draws against a construction loan. Upon completion of construction, the
construction loan of approximately $14 million was converted to a permanent
loan
with additional funding to bring the permanent loan balance up to $20.7 million.
We also have entered into construction agreements for the redevelopment of
the
Damascus Center, in Damascus, MD, and are planning an expansion and
redevelopment of The Rotunda in Baltimore, MD. The total capital
required for these projects is estimated at $19 million, and $145 million,
respectively. We expect to finance these costs, in part, from construction
and
mortgage financing and, in part, from contributions from our partners and
available cash. We expect these redevelopment projects to add to
revenues, income, cash flow, and shareholder value.
At
July
31, 2007, FREIT’s aggregate outstanding mortgage debt was $190.0 million and
bears a weighted average interest rate of 5.78%, and an average life of
approximately 6.3 years. These fixed rate mortgages are subject to amortization
schedules that are longer than the term of the mortgages. As such, balloon
payments (unpaid principal amounts at mortgage due date) for all mortgage debt
will be required as follows:
Fiscal
Year
|
2008
|
2010
|
2013
|
2014
|
2016
|
2017
|
2019
|
2022
|
($
in millions)
|
||||||||
Mortgage
"Balloon" Payments
|
$28.4
|
$12.3
|
$8.0
|
$26.1
|
$24.7
|
$22.0
|
$28.3
|
$14.4
|
The
following table shows the estimated fair value and carrying value of our
long-term debt at July 31, 2007 and October 31, 2006:
July
31,
|
October
31,
|
|||
($
in Millions)
|
2007
|
2006
|
||
Fair
Value
|
$184.4
|
$184.4
|
||
Carrying
Value
|
$190.0
|
$180.7
|
Fair
values are estimated based on market interest rates at July 31, 2007 and October
31, 2006 and on discounted cash flow analysis. Changes in assumptions or
estimation methods may significantly affect these fair value
estimates.
FREIT
expects to refinance 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 refinancing proceeds may be less than the amount
of mortgage debt being retired. For example, at July 31, 2007 a 1% interest
rate
increase would reduce the fair value of our debt by $9.1 million, and a 1%
decrease would increase the fair value by $9.9 million.
Refinancing
of debt obligation: On April 2, 2007, FREIT repaid the outstanding principal
balance with respect to its $19.2 million 8.31% mortgage note due on July 1,
2007, which was secured by its’ Westridge Square commercial property. The
outstanding principal balance of $15.8 million was repaid using funds available
on hand and borrowings from FREIT’s credit line. The decision to retire the debt
early was made in order to take advantage of favorable interest rates relative
to FREIT’s credit line. No prepayment penalty was incurred as a result of the
early retirement of this debt. On April 25, 2007, FREIT refinanced
the above mentioned mortgage debt with the placement of a $22 million 5.55%
mortgage note due in May 2017, also secured by FREIT’s Westridge Square
commercial property. This new mortgage note will be “interest only” through the
maturity date. It is FREIT’s intent to use the additional proceeds to fund
existing capital projects.
FREIT
also has interest rate exposure on its floating rate loans. Currently, FREIT’s
only floating rate loan outstanding is its $22.5 million acquisition loan for
The Rotunda. A 1% rate fluctuation would impact earnings on an annual basis
by
$226,000.
We
believe that the values of our properties will be adequate to command
refinancing proceeds equal to or higher than the mortgage debt to be refinanced.
We continually review our debt levels to determine if additional debt can
prudently be utilized for property acquisition additions to our real estate
portfolio that will increase income and cash flow to our
shareholders.
Interest
rate swap contract: To reduce interest rate volatility, FREIT uses “pay fixed,
receive floating” interest rate swaps to convert floating interest rates to
fixed interest rates over the terms of certain loans. We enter into these swap
contracts with a counterparty that is usually a high-quality commercial
bank.
In
essence, we agree to pay our counterparty a fixed rate of interest on a dollar
amount of notional principal (which corresponds to our mortgage debt) over
a
term equal to the term of the mortgage note. Our counterparty, in return, agrees
to pay us a short-term rate of interest, generally LIBOR, on that same notional
amount over the same term as our mortgage note.
SFAS
No.
133, “Accounting for Derivative Instruments and Hedging Activities” requires us
to mark-to-market fixed pay interest rate swaps. As the floating interest rate
varies from time-to-time over the term of the contract, the value of the
contract will change upward or downward. If the floating rate is higher than
the
fixed rate, the value of the contract goes up and there is a gain and an asset.
If the floating rate is less than the fixed rate, there is a loss and a
liability. These gains or losses will not affect our income statement. Changes
in the fair value of these swap contracts will be reported in other
comprehensive income and appear in the equity section of our balance sheet.
This
gain or loss represents the economic consequence of liquidating our fixed rate
swap contracts and replacing them with like-duration funding at current market
rates, something we would likely never do.
FREIT
had
a variable interest rate mortgage securing its Patchogue, NY property. To reduce
interest rate fluctuations, FREIT entered into an interest rate swap contract.
This rate swap contract effectively converted variable interest rate payments
to
fixed interest rate payments. The contract was initially based on a notional
amount of approximately $6,769,000 ($5,981,000 at July 31, 2007). FREIT has
the
following derivative-related risks with its swap contract: 1) early termination
risk, and 2) counterparty credit risk.
Early
Termination Risk: If FREIT wants to terminate its swap contract before maturity,
it has to be bought out or terminated at market value; i.e., the difference
in
the present value of the anticipated net cash flows from each of the swap’s
parties. If current variable interest rates are below FREIT’s fixed interest
rate payments, this could be costly. Conversely, if interest rates rise above
FREIT’s fixed interest payments and FREIT elected early termination, FREIT would
realize a gain on termination. At July 31, 2007, FREIT’s swap contract was in
the money. If FREIT had terminated its contract at that date it would have
realized a gain of about $39,000. This amount has been included as an asset
in
FREIT’s balance sheet as at July 31, 2007, and the change (gain or loss) between
reporting periods included in comprehensive income.
Counterparty
Credit Risk: Each party to a swap contract bears the risk that its counterparty
will default on its obligation to make a periodic payment. FREIT reduces this
risk by entering swap contracts only with major financial institutions that
are
experienced market makers in the derivatives market.
FUNDS
FROM OPERATIONS (“FFO”):
Many
consider FFO as the standard measurement of a REIT’s performance. We compute FFO
as follows:
Funds
From Operations ("FFO")
|
|||||||||||||||||
Nine
Months Ended
|
Three
Months Ended
|
||||||||||||||||
July
31,
|
July
31,
|
||||||||||||||||
2007
|
2006*
|
2007
|
2006*
|
||||||||||||||
($
in thousands)
|
|||||||||||||||||
Net
income
|
$ |
7,220
|
$ |
3,952
|
$ |
5,243
|
$ |
1,629
|
|||||||||
Depreciation
|
3,972
|
3,456
|
1,323
|
1,195
|
|||||||||||||
Amortization
of deferred mortgage costs
|
199
|
192
|
67
|
63
|
|||||||||||||
Deferred
rents (Straight lining)
|
(186 | ) | (250 | ) | (72 | ) | (79 | ) | |||||||||
Amortization
of acquired leases
|
(226 | ) | (271 | ) | (75 | ) | (69 | ) | |||||||||
Capital
Improvements - Apartments
|
(314 | ) | (234 | ) | (77 | ) | (90 | ) | |||||||||
Discontinued
operations
|
(3,771 | ) | (121 | ) | (3,695 | ) | (53 | ) | |||||||||
Minority
interests:
|
|||||||||||||||||
Equity
in earnings of affiliates
|
536
|
456
|
129
|
209
|
|||||||||||||
Distributions
to minority interests
|
(541 | ) | (420 | ) | (155 | ) | (60 | ) | |||||||||
FFO
|
$ |
6,889
|
$ |
6,760
|
$ |
2,688
|
$ |
2,745
|
|||||||||
Per
Share - Basic
|
$ |
1.02
|
$ |
1.04
|
$ |
0.40
|
$ |
0.42
|
|||||||||
Per
Share - Diluted
|
$ |
1.00
|
$ |
1.00
|
$ |
0.39
|
$ |
0.40
|
|||||||||
Weighted
Average Shares Outstanding:
|
|||||||||||||||||
Basic
|
6,752
|
6,530
|
6,756
|
6,548
|
|||||||||||||
Diluted
|
6,919
|
6,787
|
6,925
|
6,888
|
|||||||||||||
* Restated
(See Notes 1 & 4 for more details.)
|
FFO
does
not represent cash generated from operating activities in accordance with
accounting principles generally accepted in the United States of America, and
therefore should not be considered a substitute for net income as a measure
of
results of operations or for cash flow from operations as a measure of
liquidity. Additionally, the application and calculation of FFO by certain
other
REITs may vary materially from that of FREIT’s, and therefore FREIT’s FFO and
the FFO of other REITs
may
not be directly comparable.
INFLATION
Inflation
can impact the financial performance of FREIT in various ways. Our commercial
tenant leases normally provide that the tenants bear all or a portion of most
operating expenses, which can reduce the impact of inflationary increases on
FREIT. Apartment leases are normally for a one-year term, which may allow us
to
seek increased rents as leases renew or when new tenants are
obtained.
Item
3: Quantitative and Qualitative Disclosures About Market
Risk
See
“Liquidity and Capital Resources” above.
Item
4: Controls and Procedures
At
the
end of the period covered by this report, we carried out an evaluation of the
effectiveness of the design and operation of FREIT’s disclosure controls and
procedures. This evaluation was carried out under the supervision and with
participation of FREIT’s management, including FREIT’s Chairman and Chief
Executive Officer and Chief Financial Officer, who concluded that FREIT’s
disclosure controls and procedures are effective. There has been no change
in
FREIT’s internal control over financial reporting during the first nine months
of fiscal 2007 that has materially affected, or is reasonably likely to
materially affect, FREIT’s internal control over financial
reporting.
Disclosure
controls and procedures are controls and other procedures that are designed
to
ensure that information required to be disclosed in FREIT’s reports filed or
submitted under the Exchange Act is recorded, processed, summarized, and
reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
FREIT’s reports filed under the Exchange Act is accumulated and communicated to
management, including FREIT’s Chief Executive Officer and Chief Financial
Officer as appropriate, to allow timely decisions regarding required
disclosure.
Part
II: Other Information
Item
6: Exhibits
Reference
is made to the Exhibit index below.
Exhibit
Index
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|
Page
|
|
21
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|
22
|
|
23
|
|
24
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
FIRST
REAL ESTATE INVESTMENT
|
|
TRUST
OF NEW JERSEY
|
|
(Registrant)
|
|
Date:
September 10, 2007
|
|
/s/
Robert S. Hekemian
|
|
(Signature)
|
|
Robert
S. Hekemian
|
|
Chairman
of the Board and Chief Executive Officer
|
|
(Principal
Executive Officer)
|
|
/s/
Donald W. Barney
|
|
(Signature)
|
|
Donald
W. Barney
|
|
President,
Treasurer and Chief Financial Officer
|
|
(Principal
Financial/Accounting Officer)
|
Page 20