FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY - Quarter Report: 2007 January (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 January 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
No x
As
of
March 12, 2007, the number of shares of beneficial interest outstanding was
6,750,652.
FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
Page
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3
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4
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5
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6
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8
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17
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17
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18
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CONSOLIDATED
BALANCE SHEETS
|
|||||||
January
31,
|
October
31,
|
||||||
2007
|
2006
|
||||||
(In
Thousands of Dollars)
|
|||||||
ASSETS
|
|||||||
Real
estate, at cost, net of accumulated depreciation
|
$
|
205,166
|
$
|
204,313
|
|||
Construction
in progress
|
2,738
|
2,995
|
|||||
Cash
and cash equivalents
|
8,728
|
9,616
|
|||||
Tenants'
security accounts
|
2,206
|
2,161
|
|||||
Sundry
receivables
|
3,498
|
3,320
|
|||||
Secured
loans receivable
|
3,109
|
3,109
|
|||||
Prepaid
expenses and other assets
|
3,988
|
4,201
|
|||||
Acquired
over market leases and in-place lease costs
|
1,322
|
1,395
|
|||||
Deferred
charges, net
|
3,276
|
3,589
|
|||||
Interest
rate swap contract
|
80
|
87
|
|||||
Totals
|
$
|
234,111
|
$
|
234,786
|
|||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
Liabilities:
|
|||||||
Mortgages
payable
|
$
|
184,910
|
$
|
180,679
|
|||
Accounts
payable and accrued expenses
|
3,896
|
6,097
|
|||||
Dividends
payable
|
2,025
|
3,375
|
|||||
Tenants'
security deposits
|
2,848
|
2,823
|
|||||
Acquired
below market value leases and deferred revenue
|
3,763
|
3,945
|
|||||
Total
liabilities
|
197,442
|
196,919
|
|||||
Minority
interest
|
12,883
|
12,895
|
|||||
Commitments
and contingencies
|
|||||||
Shareholders'
equity:
|
|||||||
Shares
of beneficial interest without par value:
|
|||||||
8,000,000
shares authorized;
|
|||||||
6,750,652
shares issued
|
|||||||
and
outstanding
|
23,150
|
23,150
|
|||||
Undistributed
earnings
|
556
|
1,735
|
|||||
Accumulated
other comprehensive income
|
80
|
87
|
|||||
Total
shareholders' equity
|
23,786
|
24,972
|
|||||
Totals
|
$
|
234,111
|
$
|
234,786
|
|||
See
Notes to Condensed Consolidated Financial Statements.
|
CONSOLIDATED
STATEMENTS OF INCOME, COMPREHENSIVE INCOME
|
|||||||
AND
UNDISTRIBUTED EARNINGS
|
|||||||
THREE
MONTHS ENDED JANUARY 31, 2007 AND 2006
|
|||||||
2007
|
2006
|
||||||
(In
Thousands of Dollars,
|
|||||||
Except
Per Share Amounts)
|
|||||||
Revenue:
|
|||||||
Rental
income
|
$
|
8,824
|
$
|
8,134
|
|||
Reimbursements
|
1,284
|
1,341
|
|||||
Sundry
income
|
106
|
59
|
|||||
Totals
|
10,214
|
9,534
|
|||||
Expenses:
|
|||||||
Operating
expenses
|
2,938
|
2,567
|
|||||
Management
fees
|
440
|
416
|
|||||
Real
estate taxes
|
1,440
|
1,369
|
|||||
Depreciation
|
1,306
|
1,130
|
|||||
Totals
|
6,124
|
5,482
|
|||||
Operating
income
|
4,090
|
4,052
|
|||||
Investment
income
|
87
|
48
|
|||||
Interest
expense including amortization
|
|||||||
of
deferred financing costs
|
(3,043
|
)
|
(2,735
|
)
|
|||
Minority
interest
|
(138
|
)
|
(77
|
)
|
|||
Distribution
to certain minority interests
|
(150
|
)
|
-
|
||||
Net
income
|
$
|
846
|
$
|
1,288
|
|||
Earnings
per share:
|
|||||||
Basic
|
$
|
0.13
|
$
|
0.20
|
|||
Diluted
|
0.12
|
0.19
|
|||||
Weighted
average shares outstanding:
|
|||||||
Basic
|
6,751
|
6,511
|
|||||
Diluted
|
6,919
|
6,685
|
|||||
COMPREHENSIVE
INCOME
|
|||||||
Net
income
|
$
|
846
|
$
|
1,288
|
|||
Other
comprehensive income:
|
|||||||
Unrealized
gain on interest
|
|||||||
rate
swap contract
|
(7
|
)
|
5
|
||||
Comprehensive
income
|
$
|
839
|
$
|
1,293
|
|||
UNDISTRIBUTED
EARNINGS
|
|||||||
Balance,
beginning of period
|
$
|
1,735
|
$
|
4,890
|
|||
Net
income
|
846
|
1,288
|
|||||
Less
dividends declared
|
(2,025
|
)
|
(1,663
|
)
|
|||
Balance,
end of period
|
$
|
556
|
$
|
4,515
|
|||
Dividends
per share
|
$
|
0.30
|
$
|
0.25
|
|||
See
Notes to Condensed Consolidated Financial Statements.
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|||||||
THREE
MONTHS ENDED JANUARY 31, 2007 AND 2006
|
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2007
|
2006
|
||||||
(In
Thousands of Dollars)
|
|||||||
Operating
activities:
|
|||||||
Net
income
|
$
|
846
|
$
|
1,288
|
|||
Adjustments
to reconcile net income to net cash provided by
|
|||||||
operating
activities:
|
|||||||
Depreciation
|
1,306
|
1,130
|
|||||
Amortization
|
139
|
116
|
|||||
Net
amortization of acquired leases
|
(75
|
)
|
-
|
||||
Deferred
revenue
|
(69
|
)
|
(109
|
)
|
|||
Minority
interest
|
288
|
77
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Tenants'
security accounts
|
(45
|
)
|
(22
|
)
|
|||
Sundry
receivables, prepaid expenses and other assets
|
223
|
32
|
|||||
Accounts
payable, accrued expenses and other liabilities
|
(81
|
)
|
(404
|
)
|
|||
Tenants'
security deposits
|
25
|
36
|
|||||
Net
cash provided by operating activities
|
2,557
|
2,144
|
|||||
Investing
activities:
|
|||||||
Capital
improvements - existing properties
|
(934
|
)
|
(637
|
)
|
|||
Construction
and pre development costs
|
(3,067
|
)
|
(3,789
|
)
|
|||
Net
cash used in investing activities
|
(4,001
|
)
|
(4,426
|
)
|
|||
Financing
activities:
|
|||||||
Repayment
of mortgages
|
(2,100
|
)
|
(430
|
)
|
|||
Proceeds
from mortgages
|
6,331
|
6,426
|
|||||
Proceeds
from exercise of stock options
|
-
|
450
|
|||||
Dividends
paid
|
(3,375
|
)
|
(2,944
|
)
|
|||
Distribution
to minority interest
|
(300
|
)
|
-
|
||||
Net
cash provided by financing activities
|
556
|
3,502
|
|||||
Net
increase (decrease) in cash and cash equivalents
|
(888
|
)
|
1,220
|
||||
Cash
and cash equivalents, beginning of period
|
9,616
|
5,672
|
|||||
Cash
and cash equivalents, end of period
|
$
|
8,728
|
$
|
6,892
|
|||
Supplemental
disclosure of cash flow data:
|
|||||||
Interest
paid, including capitalized construction period
interest
|
|||||||
of
$21 in fiscal 2006.
|
$
|
2,978
|
$
|
2,691
|
|||
Income
taxes paid
|
$
|
6
|
$
|
3
|
|||
Supplemental
schedule of non cash financing activities:
|
|||||||
Accrued
capital expenditures, construction costs and pre-development
costs
|
$
|
325
|
$
|
-
|
|||
Dividends
declared but not paid
|
$
|
2,025
|
$
|
1,635
|
|||
See
Notes to Condensed Consolidated Financial Statements.
|
NOTES
TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 for interim financial statements and pursuant
to
the rules of the Securities and Exchange Commission (“SEC”). Accordingly,
certain information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements
have
been omitted. It is the opinion of management that all adjustments considered
necessary for a fair presentation have been included, and that all such
adjustments are of a normal recurring nature.
The
consolidated results of operations for the three months ended January 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 FREIT’s Annual Report on Form 10-K for the year ended October 31,
2006.
Reclassification:
Certain
amounts in the 2006 financial statements have been reclassified to conform
to
the current presentation.
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 three month periods ended
January 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.
Three
Months Ended
|
|||||||
January
31,
|
|||||||
2007
|
2006
|
||||||
Basic
weighted average shares outstanding
|
6,750,652
|
6,511,152
|
|||||
Shares
arising from assumed exercise of stock options
|
168,205
|
173,556
|
|||||
Dilutive
weighted average shares outstanding
|
6,918,857
|
6,684,708
|
Basic
and
diluted earnings per share, based on the weighted average number of shares
outstanding during each period, are comprised of ordinary income.
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. At January 31, 2007, options for 242,500 shares remain outstanding
and are exercisable through September 2008.
Note
4 -
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 ten (10) 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.
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 three months ended January 31, 2007 and 2006.
Asset information is not reported since FREIT does not use this measure to
assess performance.
Three
Months Ended
|
|||||||
January
31,
|
|||||||
2007
|
2006
|
||||||
(In
Thousands of Dollars)
|
|||||||
Real
estate rental revenue:
|
|||||||
Commercial
|
$
|
5,463
|
$
|
5,376
|
|||
Residential
|
4,621
|
3,934
|
|||||
Totals
|
10,084
|
9,310
|
|||||
Real
estate operating expenses:
|
|||||||
Commercial
|
2,165
|
2,076
|
|||||
Residential
|
2,264
|
2,032
|
|||||
Totals
|
4,429
|
4,108
|
|||||
Net
operating income:
|
|||||||
Commercial
|
3,298
|
3,300
|
|||||
Residential
|
2,357
|
1,902
|
|||||
Totals
|
$
|
5,655
|
$
|
5,202
|
|||
Recurring
capital improvements-residential
|
$
|
174
|
$
|
339
|
|||
Reconciliation
to consolidated net income:
|
|||||||
Segment
NOI
|
$
|
5,655
|
$
|
5,202
|
|||
Deferred
rents - straight lining
|
55
|
85
|
|||||
Amortization
of acquired leases
|
75
|
139
|
|||||
Net
investment income
|
87
|
48
|
|||||
Minority
interest in earnings of subsidiaries
|
(138
|
)
|
(77
|
)
|
|||
Distribution
to certain minority interests
|
(150
|
)
|
-
|
||||
General
and administrative expenses
|
(389
|
)
|
(244
|
)
|
|||
Depreciation
|
(1,306
|
)
|
(1,130
|
)
|
|||
Financing
costs
|
(3,043
|
)
|
(2,735
|
)
|
|||
Net
income
|
$
|
846
|
$
|
1,288
|
|||
**
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 January 31, 2007 and October 31, 2006, and for the three months ended January
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:
Three
Months Ended January 31, 2007 and 2006:
Three
Months Ended
|
||||||||||
January
31,
|
Increase
|
|||||||||
2007
|
2006
|
(decrease)
|
||||||||
(in
thousands, except per share)
|
||||||||||
Commercial
revenues:
|
||||||||||
Same
properties (1)
|
$
|
5,593
|
$
|
5,600
|
$
|
(7
|
)
|
|||
New
properties
|
-
|
-
|
-
|
|||||||
5,593
|
5,600
|
(7
|
)
|
|||||||
Residential
revenues:
|
||||||||||
Same
properties (1)
|
4,124
|
3,934
|
190
|
|||||||
New
properties
|
497
|
-
|
497
|
|||||||
4,621
|
3,934
|
687
|
||||||||
Total
Real Estate Revenues
|
10,214
|
9,534
|
680
|
|||||||
Operating
expenses:
|
||||||||||
Real
estate operations
|
4,429
|
4,108
|
321
|
|||||||
General
and administrative
|
389
|
244
|
145
|
|||||||
Depreciation
|
1,306
|
1,130
|
176
|
|||||||
Total
operating expenses
|
6,124
|
5,482
|
642
|
|||||||
Operating
Income
|
4,090
|
4,052
|
38
|
|||||||
Investment
income
|
87
|
48
|
39
|
|||||||
Financing
costs
|
(3,043
|
)
|
(2,735
|
)
|
(308
|
)
|
||||
Minority
interest in earnings of subsidiaries
|
(138
|
)
|
(77
|
)
|
(61
|
)
|
||||
Distribution
to certain minority interests
|
(150
|
)
|
-
|
(150
|
)
|
|||||
Net
Income
|
$
|
846
|
$
|
1,288
|
$
|
(442
|
)
|
|||
Earnings
per share:
|
||||||||||
Basic
|
$
|
0.13
|
$
|
0.20
|
($0.07
|
)
|
||||
Diluted
|
$
|
0.12
|
$
|
0.19
|
($0.07
|
)
|
||||
Weighted
average shares outstanding:
|
||||||||||
Basic
|
6,751
|
6,511
|
|
|||||||
Diluted
|
6,919
|
6,685
|
|
|||||||
(1)
Properties operated since the beginning of fiscal 2006.
|
Revenue
for the three months ended January 31, 2007 (“Current Quarter”) increased 7.5%
to $10,301,000 compared to $9,582,000 for the three months ended January 31,
2006 (“Prior Year’s Quarter”). The increase in revenues was principally
attributable to FREIT’s Residential operations, primarily at The Boulders ,
which accounted for 5.2% of the increase.
Net
income for the Current Quarter was $846,000 ($.12 diluted) compared to
$1,288,000 ($.19 diluted) for the Prior Year’s Quarter. The following table
details the major charges that impacted net income during the Current Quarter
(as discussed further below):
Distribution
to certain minority interests. (1)
|
$
|
150,000
|
||
Auditing
fees incurred in connection with our change of auditors.
|
170,000
|
|||
Reduced
earnings at our Damascus property as a result of the planned
redevelopment.
|
90,000
|
|||
Higher
interest charges on our floating rate acquisition loan for The
Rotunda.
|
75,000
|
|||
Total
Charges
|
$
|
485,000
|
(1)
|
See
Note 2 in FREIT’s Annual Report on Form 10-K for the year ended October
31, 2006 for a discussion as to distributions to minority
interests.
|
The
consolidated results of operations for the three months ended January 31, 2007
are not necessarily indicative of the results to be expected for the full
year.
SEGMENT
INFORMATION
The
following table sets forth comparative NOI data for FREIT’s real estate
segments and reconciles the NOI to consolidated net
income:
Commercial
|
Residential
|
Combined
|
|||||||||||||||||||||||||||||
Three
Months Ended
|
Three
Months Ended
|
Three
Months Ended
|
|||||||||||||||||||||||||||||
January
31,
|
Increase
(Decrease)
|
January
31,
|
Increase
(Decrease)
|
January
31,
|
|||||||||||||||||||||||||||
2007
|
2006
|
$
|
%
|
2007
|
2006
|
$
|
%
|
2007
|
2006
|
||||||||||||||||||||||
(in
thousands)
|
(in
thousands)
|
(in
thousands)
|
|||||||||||||||||||||||||||||
Rental
income
|
$
|
4,039
|
$
|
3,981
|
$
|
58
|
1.5%
|
|
$
|
4,557
|
$
|
3,889
|
$
|
668
|
17.2%
|
|
$
|
8,596
|
$
|
7,870
|
|||||||||||
Percentage
rent
|
98
|
39
|
59
|
151.3%
|
|
-
|
98
|
39
|
|||||||||||||||||||||||
Reimbursements
|
1,284
|
1,341
|
(57
|
)
|
-4.3%
|
|
-
|
1,284
|
1,341
|
||||||||||||||||||||||
Other
|
42
|
15
|
27
|
180.0%
|
|
64
|
45
|
19
|
42.2%
|
|
106
|
60
|
|||||||||||||||||||
Total
Revenue
|
5,463
|
5,376
|
87
|
1.6%
|
|
4,621
|
3,934
|
687
|
17.5%
|
|
10,084
|
9,310
|
|||||||||||||||||||
Operating
expenses
|
2,165
|
2,076
|
89
|
4.3%
|
|
2,264
|
2,032
|
232
|
11.4%
|
|
4,429
|
4,108
|
|||||||||||||||||||
Net
operating income
|
$
|
3,298
|
$
|
3,300
|
$
|
(2
|
)
|
-0.1%
|
|
$
|
2,357
|
$
|
1,902
|
$
|
455
|
23.9%
|
|
5,655
|
5,202
|
||||||||||||
Average
|
|||||||||||||||||||||||||||||||
Occupancy
%
|
89.5
|
%
|
90.8
|
%
|
-1.3%
|
|
93.8
|
%
|
94.9
|
%
|
-1.1%
|
|
Reconciliation
to consolidated net income:
|
|||||||
Deferred
rents - straight lining
|
55
|
85
|
|||||
Amortization
of acquired leases
|
75
|
139
|
|||||
Net
investment income
|
87
|
48
|
|||||
General
and administrative expenses
|
(389
|
)
|
(244
|
)
|
|||
Depreciation
|
(1,306
|
)
|
(1,130
|
)
|
|||
Financing
costs
|
(3,043
|
)
|
(2,735
|
)
|
|||
Distributions
to minority interest
|
(150
|
)
|
-
|
||||
Minority
interest
|
(138
|
)
|
(77
|
)
|
|||
Net
income
|
$
|
846
|
$
|
1,288
|
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
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 table above, revenue from our Commercial segment was at $5,463
for the Current Quarter, up slightly from the $5,376 reported for the Prior
Year’s Quarter. NOI for the Current Quarter was at $3,298, about level with the
Prior Year’s Quarter. Revenues and NOI were negatively affected by the
anticipated temporary decline experienced in both revenue and NOI at our
Damascus Center property of $98,000 and $90,000, respectively. Because of the
planned renovation at Damascus, these temporary reductions were expected (see
discussion below).
Development
Activities:
The
Rotunda: 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 is planning a redevelopment of the Damascus
Center. Building plans for Phase I are completed and have been submitted for
governmental approvals. It is anticipated that Phase I construction will
begin in 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
With
the
completion of the 129-unit apartment community at The Boulders, FREIT now
operates ten (10) multi-family apartment communities totaling 1,115 apartment
units. As indicated in the table above, revenue from our Residential segment
for
the Current Quarter increased 17.5% to $4,621,000 and NOI is also up 23.9%
to
$2,357,000. Fiscal 2007 will be the first full year of operation for The
Boulders, FREIT’s 129-unit garden apartment property in Rockaway, NJ. (See
discussion below.) The contribution made by The Boulders to the Current
Quarter’s revenue and NOI, as compared to the Prior Year’s Quarter
revenue
and NOI is reflected in the following chart:
Residential
Segment ($000)
|
|||||||||||||
2007
|
2006
|
||||||||||||
Residential
|
Same
|
Same
|
|||||||||||
Properties
|
Boulders
|
Properties
|
Properties
|
||||||||||
Revenues
|
$
|
4,621
|
$
|
497
|
$
|
4,124
|
$
|
3,934
|
|||||
Expenses
|
$
|
2,264
|
211
|
2,053
|
2,032
|
||||||||
NOI
|
$
|
2,357
|
$
|
286
|
$
|
2,071
|
$
|
1,902
|
|||||
Revenues
from FREIT’s residential properties continue to increase. Average occupancy
rates for the Current Quarter, exclusive of The Boulders property, which was
not
completed until late fiscal 2006, increased to 96.3% compared to 94.9% for
the
Prior Year’s Quarter. The occupancy level at The Boulders was 80% at the end of
January 2007, and averaged 75% during the Current Quarter.
Our
residential revenue is principally composed of monthly apartment rental income.
Total rental income is a factor of occupancy and monthly apartment rents.
Monthly average residential rents at the end of the Current Quarter and the
Prior Year’s Quarter were $1,436 and $1,353, 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 $190,000 and $179,000,
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. 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 January 31, 2007, we expended
$2.4 million in capital improvements at The Pierre, including approximately
$600,000 during the Current Quarter.
The
Boulders, Rockaway Township, NJ
Construction
started on this 129-unit garden apartment community in July 2005 and was
completed during August 2006. Development costs have been financed from
construction financing and from funds available from our cash and cash
equivalents. Certificates of Occupancy for the buildings have been received,
and
tenants started taking occupancy during June 2006. As of January 31, 2007
occupancy was in excess of 80%. The Boulders is expected to add to future
earnings, cash flow and shareholder value.
FINANCING
COSTS
Three
Months Ended
|
|||||||
January
31,
|
|||||||
2007
|
2006
|
||||||
($
in thousands)
|
|||||||
1st
Mortgages
|
|||||||
Existing
|
$
|
2,545
|
$
|
2,501
|
|||
New
(1) - Boulders
|
92
|
-
|
|||||
Construction
Loan (1) - Boulders
|
161
|
21
|
|||||
2nd
Mortgages
|
|||||||
Existing
|
133
|
136
|
|||||
Other
|
47
|
33
|
|||||
2,978
|
2,691
|
||||||
Amortization
of Mortgage Costs
|
65
|
65
|
|||||
Total
Financing Costs
|
3,043
|
2,756
|
|||||
Less
amount capitalized
|
-
|
(21
|
)
|
||||
Financing
costs expensed
|
$
|
3,043
|
$
|
2,735
|
|||
(1)
Mortgages not in place at beginning of
|
|||||||
fiscal
2006.
|
Financing
Costs before capitalized amounts for the Current Quarter increased $287,000
(10.4%) to $3,043,000 from $2,756,000 for the Prior Year’s Quarter.
Increased
financing levels at the Boulders (construction and permanent loans) resulted
in
increased financing costs of $253,000. 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 resulted in a $75,000 increase in
interest costs to $405,000 for the Current Quarter, compared to $330,000 for
the
Prior Year’s Quarter.
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 Current Quarter, WH made a $250,000 distribution to its members. FREIT
received $100,000 and the members owing 60% (“Minority”) received $150,000.
Since WH has a capital deficit and its members are under no obligation to
restore their negative capital accounts, under US GAAP FREIT must charge its
income statement for $150,000, the amount of the distribution received by the
Minority. This charge has no economic effect or cost to FREIT.
GENERAL
AND ADMINISTRATIVE EXPENSES (“G & A”)
During
the Current Quarter, G & A increased $145,000 (59.4%) to $389,000 from
$244,000 for the Prior Year’s Quarter. The increase was primarily attributable
to $170,000 increase in auditing fees that were incurred as a result of changing
audit firms during the later part of fiscal 2006.
LIQUIDITY
AND CAPITAL RESOURCES
Our
financial condition remains strong. Net Cash Provided By Operating Activities
was $2.6 million for the Current Quarter compared to $2.1 million for the Prior
Year's Quarter. 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, Lakewood Apartments, Lakewood, 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”).
As of January
31, 2007 cash draws against the line have been repaid and there is currently
no
indebtedness outstanding under the credit line. The $2 million LoC will be
returned and retired shortly. Currently $16 million is 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 are planning the redevelopment of the Damascus Shopping Center, in
Damascus, MD, and an expansion and redevelopment of The Rotunda in Baltimore,
MD. The total capital required for these projects is estimated at $19 million,
and $125 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. We expect these redevelopment projects
to
add to revenues, income, cash flow, and shareholder value.
At
January 31, 2007 FREIT’s aggregate outstanding mortgage debt was $184.9 million
and bears a weighted average interest rate of 6.1%, and an average life of
approximately 6.2 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
|
$
Millions
|
|||
2007
|
$
|
15.7
|
||
2008
|
$
|
28.4
|
||
2010
|
$
|
12.3
|
||
2013
|
$
|
8.0
|
||
2014
|
$
|
26.1
|
||
2016
|
$
|
24.7
|
||
2019
|
$
|
28.3
|
||
2022
|
$
|
14.4
|
The
following table shows the estimated fair value and carrying value of our
long-term debt at January 31, 2007 and October 31, 2006:
January
31,
|
October
31,
|
||||||
(In
Millions)
|
2007
|
2006
|
|||||
Fair
Value
|
$
186.8
|
$
184.4
|
|||||
Carrying
Value
|
$
184.9
|
$
180.7
|
Fair
values are estimated based on market interest rates at January 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 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, at January 31, 2007 a 1%
interest rate increase would reduce the fair value of our debt by $6.3 million,
and a 1% decrease would increase the fair value by $11.5 million.
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 by
$225,000.
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 prudently be utilized for property acquisition additions to our real
estate portfolio that will increase income and cash flow to
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.
FASB
133
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 ($6,086,000 at January 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 January 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 $80,000. This amount has been included as an asset
in
FREIT’s balance sheet as at January 31, 2007, and the change (gain or loss)
between reporting periods included in comprehensive income.
Counterparty
Credit Risk: Each party to a swap contract bears the risk that its counterparty
will default on its obligation to make a periodic payment. FREIT reduces this
risk by entering swap contracts only with major financial institutions that
are
experienced market makers in the derivatives market.
FUNDS
FROM OPERATIONS (“FFO”):
Many
consider FFO as the standard measurement of a REIT’s performance. We compute FFO
as follows:
Funds
From Operations ("FFO")
|
Quarter
Ended
|
||||||
January
31,
|
|||||||
2007
|
2006
|
||||||
($
in thousands)
|
|||||||
Net
income
|
$
|
846
|
$
|
1,288
|
|||
Depreciation
|
1,306
|
1,130
|
|||||
Amortization
of deferred mortgage costs
|
65
|
65
|
|||||
Deferred
rents (Straight lining)
|
(55
|
)
|
(86
|
)
|
|||
Amortization
of acquired leases
|
(75
|
)
|
(139
|
)
|
|||
Capital
Improvements - Apartments recurring
|
(174
|
)
|
(84
|
)
|
|||
Minority
interests:
|
|||||||
Equity
in earnings of affiliates
|
288
|
77
|
|||||
Distributions
to minority interests
|
(300
|
)
|
-
|
||||
FFO
|
$
|
1,901
|
$
|
2,251
|
|||
Per
Share - Basic
|
$
|
0.28
|
$
|
0.35
|
|||
Per
Share - Diluted
|
$
|
0.27
|
$
|
0.34
|
|||
Weighted
Average Shares outstanding:
|
|||||||
Basic
|
6,751
|
6,511
|
|||||
Diluted
|
6,919
|
6,685
|
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.
See
“Liquidity and Capital Resources” above.
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 quarter 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.
Reference
is made to the Exhibit index below.
Exhibit
Index
Page
|
||
20
|
||
21
|
||
22
|
||
23
|
||
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
FIRST
REAL ESTATE INVESTMENT
|
||
TRUST
OF NEW JERSEY
|
||
(Registrant)
|
||
Date:
March 12, 2007
|
||
/s/
Robert S. Hekemian
|
||
(Signature)
|
||
Robert
S. Hekemian
|
||
Chairman
of the Board and Chief Executive
|
||
Officer
|
||
/s/
Donald W. Barney
|
||
(Signature)
|
||
Donald
W. Barney
|
||
President,
Treasurer and Chief Financial Officer
|
||
(Principal
Financial/Accounting Officer)
|
||
Page
19