x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the transition period from __________________ to
____________________
|
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)
|
Large
Accelerated Filer
o
|
Accelerated
Filer
x
|
Non-Accelerated
Filer
o
Smaller Reporting Company
o
|
FI
R
ST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND
SUBSIDIARIES
|
||||||||
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
||||||||
(Unaudited)
|
||||||||
April
30,
|
October
31,
|
|||||||
2010
|
2009
|
|||||||
(In
Thousands of Dollars)
|
||||||||
ASSETS
|
||||||||
Real
estate, at cost, net of accumulated depreciation
|
$ | 212,780 | $ | 214,283 | ||||
Construction
in progress and pre-development costs
|
9,745 | 9,694 | ||||||
Cash
and cash equivalents
|
6,219 | 6,751 | ||||||
Investments
in US Treasury Bills at amortized cost,
|
||||||||
which
approximates fair value
|
- | 4,549 | ||||||
Tenants'
security accounts
|
2,102 | 2,147 | ||||||
Sundry
receivables
|
5,012 | 4,440 | ||||||
Secured
loans receivable
|
3,326 | 3,326 | ||||||
Prepaid
expenses and other assets
|
2,427 | 3,198 | ||||||
Acquired
over market leases and in-place lease costs
|
594 | 670 | ||||||
Deferred
charges, net
|
2,843 | 2,793 | ||||||
Total
Assets
|
$ | 245,048 | $ | 251,851 | ||||
LIABILITIES &
EQUITY
|
||||||||
Liabilities:
|
||||||||
Mortgages
payable
|
$ | 197,889 | $ | 202,260 | ||||
Accounts
payable and accrued expenses
|
7,028 | 7,496 | ||||||
Dividends
payable
|
2,083 | 2,083 | ||||||
Tenants'
security deposits
|
2,786 | 2,847 | ||||||
Acquired
below market value leases and deferred revenue
|
3,120 | 3,049 | ||||||
Total
liabilities
|
212,906 | 217,735 | ||||||
Commitments
and contingencies
|
||||||||
Equity:
|
||||||||
Common
equity:
|
||||||||
Shares
of beneficial interest without par value:
|
||||||||
8,000,000
shares authorized; 6,993,152 shares issued
|
24,969 | 24,969 | ||||||
Treasury
stock, at cost: 51,009 shares
|
(1,135 | ) | (1,135 | ) | ||||
Dividends
in excess of net income
|
(4,975 | ) | (3,112 | ) | ||||
Total
common equity
|
18,859 | 20,722 | ||||||
Noncontrolling
interests in subsidiaries
|
13,283 | 13,394 | ||||||
Total
equity
|
32,142 | 34,116 | ||||||
Total
Liabilities & Equity
|
$ | 245,048 | $ | 251,851 | ||||
See
Notes to Condensed Consolidated Financial Statements.
|
FIRST
REAL ESTA
T
E INVESTMENT TRUST OF NEW JERSEY AND
SUBSIDIARIES
|
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
|
SIX
AND THREE MONTHS ENDED APRIL 30, 2010 AND 2009
|
(Unaudited)
|
Six
Months Ended
|
Three
Months Ended
|
|||||||||||||||
April
30,
|
April
30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(In
Thousands of Dollars, Except Per Share Amounts)
|
||||||||||||||||
Revenue:
|
||||||||||||||||
Rental
income
|
$ | 19,122 | $ | 18,391 | $ | 9,788 | $ | 9,200 | ||||||||
Reimbursements
|
2,890 | 2,641 | 1,456 | 1,236 | ||||||||||||
Sundry
income
|
197 | 287 | 116 | 134 | ||||||||||||
Totals
|
22,209 | 21,319 | 11,360 | 10,570 | ||||||||||||
Expenses:
|
||||||||||||||||
Operating
expenses
|
6,258 | 5,749 | 3,335 | 3,049 | ||||||||||||
Management
fees
|
973 | 934 | 504 | 471 | ||||||||||||
Real
estate taxes
|
3,315 | 3,184 | 1,659 | 1,592 | ||||||||||||
Depreciation
|
3,065 | 2,937 | 1,543 | 1,463 | ||||||||||||
Totals
|
13,611 | 12,804 | 7,041 | 6,575 | ||||||||||||
Operating
income
|
8,598 | 8,515 | 4,319 | 3,995 | ||||||||||||
Investment
income
|
66 | 130 | 30 | 51 | ||||||||||||
Interest
expense including amortization
|
||||||||||||||||
of
deferred financing costs
|
(5,781 | ) | (5,381 | ) | (2,919 | ) | (2,666 | ) | ||||||||
Net
income
|
2,883 | 3,264 | 1,430 | 1,380 | ||||||||||||
Net
income attributable to noncontrolling interests in
subsidiaries
|
(581 | ) | (658 | ) | (300 | ) | (295 | ) | ||||||||
Net
income attributable to common equity
|
$ | 2,302 | $ | 2,606 | $ | 1,130 | $ | 1,085 | ||||||||
Earnings
per share (attributable to common equity):
|
||||||||||||||||
Basic
|
$ | 0.33 | $ | 0.38 | $ | 0.16 | $ | 0.16 | ||||||||
Weighted
average shares outstanding
|
6,942 | 6,945 | 6,942 | 6,942 | ||||||||||||
See
Notes to Condensed Consolidated Financial Statements.
|
FIRST
REAL ESTATE INVESTME
N
T TRUST OF NEW JERSEY AND
SUBSIDIARIES
|
CONDENSED
CONSOLIDATED STATEMENT OF EQUITY
|
(Unaudited)
|
Common
Equity
|
||||||||||||||||||||||||
Shares
of
Beneficial Interest |
Treasury
Shares at Cost |
Dividends
in
Excess of Net Income |
Total
Common Equity |
Noncontrolling
Interests |
Total
Equity
|
|||||||||||||||||||
(In
Thousands of Dollars)
|
||||||||||||||||||||||||
Balance
at October 31, 2009
|
$ | 24,969 | $ | (1,135 | ) | $ | (3,112 | ) | $ | 20,722 | $ | 13,394 | $ | 34,116 | ||||||||||
Distributions
to noncontrolling interests
|
(692 | ) | (692 | ) | ||||||||||||||||||||
Net
income
|
2,302 | 2,302 | 581 | 2,883 | ||||||||||||||||||||
Dividends
declared ($0.60 per share)
|
(4,165 | ) | (4,165 | ) | (4,165 | ) | ||||||||||||||||||
Balance
at April 30, 2010
|
$ | 24,969 | $ | (1,135 | ) | $ | (4,975 | ) | $ | 18,859 | $ | 13,283 | $ | 32,142 | ||||||||||
See
Notes to Condensed Consolidated Financial Statements.
|
FIRST
REAL ESTATE INVES
T
MENT TRUST OF NEW JERSEY AND
SUBSIDIARIES
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
SIX
MONTHS ENDED APRIL 30, 2010 AND 2009
|
(Unaudited)
|
Six
Months Ended
|
||||||||
April
30,
|
||||||||
2010
|
2009
|
|||||||
(In
Thousands of Dollars)
|
||||||||
Operating
activities:
|
||||||||
Net
income
|
$ | 2,883 | $ | 3,264 | ||||
Adjustments
to reconcile net income to net cash provided by
|
||||||||
operating
activities:
|
||||||||
Depreciation
|
3,065 | 2,937 | ||||||
Amortization
|
242 | 232 | ||||||
Net
amortization of acquired leases
|
15 | 18 | ||||||
Deferred
revenue
|
106 | (237 | ) | |||||
Changes
in operating assets and liabilities:
|
||||||||
Tenants'
security accounts
|
45 | 111 | ||||||
Sundry
receivables, prepaid expenses and other assets
|
91 | 276 | ||||||
Accounts
payable, accrued expenses and other liabilities
|
782 | 615 | ||||||
Tenants'
security deposits
|
(61 | ) | (67 | ) | ||||
Net
cash provided by operating activities
|
7,168 | 7,149 | ||||||
Investing
activities:
|
||||||||
Capital
improvements - existing properties
|
(955 | ) | (1,048 | ) | ||||
Construction
and pre-development costs
|
(1,813 | ) | (2,519 | ) | ||||
Decrease
in investment in US Treasury Bills
|
4,549 | - | ||||||
Net
cash provided by (used in) investing activities
|
1,781 | (3,567 | ) | |||||
Financing
activities:
|
||||||||
Repayment
of mortgages
|
(4,450 | ) | (1,160 | ) | ||||
Proceeds
from mortgages and construction loans
|
- | 1,628 | ||||||
Deferred
financing costs
|
(174 | ) | 7 | |||||
Repurchase
of Company stock-Treasury shares
|
- | (59 | ) | |||||
Dividends
paid
|
(4,165 | ) | (4,166 | ) | ||||
Distributions
to noncontrolling interests
|
(692 | ) | (563 | ) | ||||
Net
cash used in financing activities
|
(9,481 | ) | (4,313 | ) | ||||
Net
decrease in cash and cash equivalents
|
(532 | ) | (731 | ) | ||||
Cash
and cash equivalents, beginning of period
|
6,751 | 8,192 | ||||||
Cash
and cash equivalents, end of period
|
$ | 6,219 | $ | 7,461 | ||||
Supplemental
disclosure of cash flow data:
|
||||||||
Interest
paid, including capitalized construction period interest
|
||||||||
of
$87 in fiscal 2009.
|
$ | 5,416 | $ | 5,205 | ||||
Supplemental
schedule of non cash activities:
|
||||||||
Investing
activities:
|
||||||||
Accrued
capital expenditures, construction costs, pre-development costs and
interest
|
$ | 1 | $ | 1,477 | ||||
Financing
activities:
|
||||||||
Dividends
declared but not paid
|
$ | 2,083 | $ | 2,083 | ||||
See
Notes to Condensed Consolidated Financial Statements.
|
|
·
|
The
objective of ASC 805 is to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity
provides in its financial reports about a business combination and its
effects. To accomplish that, this Statement establishes principles and
requirements for how the acquirer:
|
|
a.)
|
Recognizes
and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, and any non-controlling interest in the
acquiree;
|
|
b.)
|
Recognizes
and measures the goodwill acquired in the business combination or a gain
from a bargain purchase;
|
|
c.)
|
Determines
what information to disclose to enable users of the financial statements
to evaluate the nature and financial effects of the business
combination.
|
|
·
|
The
objective of ASC 810 is to improve the relevance, comparability and
transparency of financial information provided to investors by: (i)
requiring entities to report non-controlling interests (minority
interests) as equity in the consolidated financial statements and separate
from the parent’s equity; (ii) requiring that the amount of net income
attributable to the parent and non-controlling interest be clearly
identified and presented on the face of the consolidated statement of
income; and (iii) expanding the disclosure requirements with respect to
the parent and its non-controlling interests. FREIT adopted ASC 810
effective November 1, 2009, and as required, has retrospectively applied
the presentation and disclosure requirements to prior periods presented in
this Form 10-Q.
|
|
a.)
|
Prior
to the adoption of ASC 810, FREIT could not record a negative minority
interest in its consolidated financial statements if the minority members
had no obligation to restore their negative capital accounts. As a result,
FREIT was accounting for the minority members’ capital deficit of its
Westwood Hills subsidiary as a charge to income and a reduction to
undistributed earnings. As of November 1, 2009, the amount of the minority
members’ capital deficit that was booked as a reduction to FREIT’s
undistributed earnings was approximately $2.3
million.
|
|
b.)
|
In
accordance with the provisions of ASC 810, FREIT is required to disclose
the pro forma impact on its consolidated net income and earnings per
share, had the requirements of ASC 810 not been applied for the current
quarter. As such, FREIT’s pro forma consolidated net income attributable
to common equity for the six and three-month periods ended April 30, 2010
would have been $2,425,000 ($0.35 per share basic) and $1,182,000 ($0.17
per share basic), respectively.
|
Basic
earnings per share is calculated by dividing net income (numerator) by the
weighted average number of shares outstanding during each period
(denominator). The calculation of diluted earnings per share is similar to
that of basic earnings per share, except that the denominator is increased
to include the number of additional shares that would have been
outstanding if all potentially dilutive shares, such as those issuable
upon the exercise of stock options and warrants, were issued during the
period.
|
Note
5 - Segment information:
|
FREIT
has determined that it has two reportable segments: commercial properties
and residential properties. These reportable segments offer different
types of space, have different types of tenants, and are managed
separately because each requires different operating strategies and
management expertise. The commercial segment contains ten (10) 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 fiscal year ended
October 31, 2009.
|
Six
Months Ended
|
Three
Months Ended
|
|||||||||||||||
April
30,
|
April
30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(In
Thousands of Dollars)
|
(In
Thousands of Dollars)
|
|||||||||||||||
Real
estate rental revenue:
|
||||||||||||||||
Commercial
|
$ | 12,605 | $ | 11,491 | $ | 6,510 | $ | 5,675 | ||||||||
Residential
|
9,510 | 9,742 | 4,801 | 4,851 | ||||||||||||
Totals
|
22,115 | 21,233 | 11,311 | 10,526 | ||||||||||||
Real
estate operating expenses:
|
||||||||||||||||
Commercial
|
5,003 | 4,721 | 2,629 | 2,414 | ||||||||||||
Residential
|
4,702 | 4,266 | 2,456 | 2,232 | ||||||||||||
Totals
|
9,705 | 8,987 | 5,085 | 4,646 | ||||||||||||
Net
operating income:
|
||||||||||||||||
Commercial
|
7,602 | 6,770 | 3,881 | 3,261 | ||||||||||||
Residential
|
4,808 | 5,476 | 2,345 | 2,619 | ||||||||||||
Totals
|
$ | 12,410 | $ | 12,246 | $ | 6,226 | $ | 5,880 | ||||||||
Recurring
capital improvements-residential
|
$ | 120 | $ | 106 | $ | 35 | $ | 27 | ||||||||
. | . | |||||||||||||||
Reconciliation
to consolidated net income:
|
||||||||||||||||
Segment
NOI
|
$ | 12,410 | $ | 12,246 | $ | 6,226 | $ | 5,880 | ||||||||
Deferred
rents - straight lining
|
109 | 104 | 56 | 53 | ||||||||||||
Amortization
of acquired leases
|
(15 | ) | (18 | ) | (7 | ) | (9 | ) | ||||||||
Investment
income
|
66 | 130 | 30 | 51 | ||||||||||||
General
and administrative expenses
|
(841 | ) | (880 | ) | (413 | ) | (466 | ) | ||||||||
Depreciation
|
(3,065 | ) | (2,937 | ) | (1,543 | ) | (1,463 | ) | ||||||||
Financing
costs
|
(5,781 | ) | (5,381 | ) | (2,919 | ) | (2,666 | ) | ||||||||
Net
income
|
2,883 | 3,264 | 1,430 | 1,380 | ||||||||||||
Net
income attributable to noncontrolling interests
|
(581 | ) | (658 | ) | (300 | ) | (295 | ) | ||||||||
Net
income attributable to common equity
|
$ | 2,302 | $ | 2,606 | $ | 1,130 | $ | 1,085 | ||||||||
April
30,
|
October
31,
|
|||||||
($
in Millions)
|
2010
|
2009
|
||||||
Fair
Value
|
$ | 191.5 | $ | 198.1 | ||||
Carrying
Value
|
$ | 197.9 | $ | 202.3 |
|
·
|
The
objective of ASC 805 is to improve the relevance, representational
faithfulness, and comparability of the information that a reporting entity
provides in its financial reports about a business combination and its
effects. To accomplish that, this Statement establishes principles and
requirements for how the acquirer:
|
|
a.)
|
Recognizes
and measures in its financial statements the identifiable assets acquired,
the liabilities assumed, and any non-controlling interest in the
acquiree;
|
|
b.)
|
Recognizes
and measures the goodwill acquired in the business combination or a gain
from a bargain purchase;
|
|
c.)
|
Determines
what information to disclose to enable users of the financial statements
to evaluate the nature and financial effects of the business
combination.
|
|
·
|
The
objective of ASC 810 is to improve the relevance, comparability and
transparency of financial information provided to investors by: (i)
requiring entities to report non-controlling interests (minority
interests) as equity in the consolidated financial statements and separate
from the parent’s equity; (ii) requiring that the amount of net income
attributable to the parent and non-controlling interest be clearly
identified and presented on the face of the consolidated statement of
income; and (iii) expanding the disclosure requirements with respect to
the parent and its non-controlling interests. The Company adopted ASC 810
effective November 1, 2009, and as required, has retrospectively applied
the presentation and disclosure requirements to prior periods presented in
this 10-Q.
|
Commercial
|
Residential
|
Combined
|
||||||||||||||||||||||||||||||||||||||
Six
Months Ended
|
Six
Months Ended
|
Six
Months Ended
|
||||||||||||||||||||||||||||||||||||||
April
30,
|
Increase (Decrease)
|
April
30,
|
Increase (Decrease)
|
April
30,
|
||||||||||||||||||||||||||||||||||||
2010
|
2009
|
$
|
%
|
2010
|
2009
|
$
|
%
|
2010
|
2009
|
|||||||||||||||||||||||||||||||
(in
thousands)
|
(in
thousands)
|
(in
thousands)
|
||||||||||||||||||||||||||||||||||||||
Rental
income
|
$ | 9,633 | $ | 8,746 | $ | 887 | 10.1 | % | $ | 9,395 | $ | 9,559 | $ | (164 | ) | -1.7 | % | $ | 19,028 | $ | 18,305 | |||||||||||||||||||
Reimbursements
|
2,890 | 2,641 | 249 | 9.4 | % | - | - | - | 2,890 | 2,641 | ||||||||||||||||||||||||||||||
Other
|
82 | 104 | (22 | ) | -21.2 | % | 115 | 183 | (68 | ) | -37.2 | % | 197 | 287 | ||||||||||||||||||||||||||
Total
revenue
|
12,605 | 11,491 | 1,114 | 9.7 | % | 9,510 | 9,742 | (232 | ) | -2.4 | % | 22,115 | 21,233 | |||||||||||||||||||||||||||
Operating
expenses
|
5,003 | 4,721 | 282 | 6.0 | % | 4,702 | 4,266 | 436 | 10.2 | % | 9,705 | 8,987 | ||||||||||||||||||||||||||||
Net
operating income
|
$ | 7,602 | $ | 6,770 | $ | 832 | 12.3 | % | $ | 4,808 | $ | 5,476 | $ | (668 | ) | -12.2 | % | 12,410 | 12,246 | |||||||||||||||||||||
Average
|
||||||||||||||||||||||||||||||||||||||||
Occupancy
%
|
90.1 | % | 89.7 | % | 0.4 | % | 93.8 | % | 93.3 | % | 0.5 | % | ||||||||||||||||||||||||||||
Reconciliation
to consolidated net income:
|
||||||||||||||||||||||||||||||||||||||||
Deferred
rents - straight lining
|
109 | 104 | ||||||||||||||||||||||||||||||||||||||
Amortization
of acquired leases
|
(15 | ) | (18 | ) | ||||||||||||||||||||||||||||||||||||
Investment
income
|
66 | 130 | ||||||||||||||||||||||||||||||||||||||
General
and administrative expenses
|
(841 | ) | (880 | ) | ||||||||||||||||||||||||||||||||||||
Depreciation
|
(3,065 | ) | (2,937 | ) | ||||||||||||||||||||||||||||||||||||
Financing
costs
|
(5,781 | ) | (5,381 | ) | ||||||||||||||||||||||||||||||||||||
Net
income
|
2,883 | 3,264 | ||||||||||||||||||||||||||||||||||||||
Net
income attributable to noncontrolling interests
|
(581 | ) | (658 | ) | ||||||||||||||||||||||||||||||||||||
Net
income attributable to common equity
|
$ | 2,302 | $ | 2,606 | ||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||
Commercial
|
Residential
|
Combined
|
||||||||||||||||||||||||||||||||||||||
Three
Months Ended
|
Three
Months Ended
|
Three
Months Ended
|
||||||||||||||||||||||||||||||||||||||
April
30,
|
Increase (Decrease)
|
April
30,
|
Increase (Decrease)
|
April
30,
|
||||||||||||||||||||||||||||||||||||
2010
|
2009
|
$
|
%
|
2010
|
2009
|
$
|
%
|
2010
|
2009
|
|||||||||||||||||||||||||||||||
(in
thousands)
|
(in
thousands)
|
(in
thousands)
|
||||||||||||||||||||||||||||||||||||||
Rental
income
|
$ | 4,996 | $ | 4,387 | $ | 609 | 13.9 | % | $ | 4,743 | $ | 4,769 | $ | (26 | ) | -0.5 | % | $ | 9,739 | $ | 9,156 | |||||||||||||||||||
Reimbursements
|
1,456 | 1,236 | 220 | 17.8 | % | - | - | - | 1,456 | 1,236 | ||||||||||||||||||||||||||||||
Other
|
58 | 52 | 6 | 11.5 | % | 58 | 82 | (24 | ) | -29.3 | % | 116 | 134 | |||||||||||||||||||||||||||
Total
revenue
|
6,510 | 5,675 | 835 | 14.7 | % | 4,801 | 4,851 | (50 | ) | -1.0 | % | 11,311 | 10,526 | |||||||||||||||||||||||||||
Operating
expenses
|
2,629 | 2,414 | 215 | 8.9 | % | 2,456 | 2,232 | 224 | 10.0 | % | 5,085 | 4,646 | ||||||||||||||||||||||||||||
Net
operating income
|
$ | 3,881 | $ | 3,261 | $ | 620 | 19.0 | % | $ | 2,345 | $ | 2,619 | $ | (274 | ) | -10.5 | % | 6,226 | 5,880 | |||||||||||||||||||||
Average
|
||||||||||||||||||||||||||||||||||||||||
Occupancy
%
|
89.5 | % | 90.4 | % | -0.9 | % | 94.6 | % | 92.6 | % | 2.0 | % | ||||||||||||||||||||||||||||
Reconciliation
to consolidated net income:
|
||||||||||||||||||||||||||||||||||||||||
Deferred
rents - straight lining
|
56 | 53 | ||||||||||||||||||||||||||||||||||||||
Amortization
of acquired leases
|
(7 | ) | (9 | ) | ||||||||||||||||||||||||||||||||||||
Investment
income
|
30 | 51 | ||||||||||||||||||||||||||||||||||||||
General
and administrative expenses
|
(413 | ) | (466 | ) | ||||||||||||||||||||||||||||||||||||
Depreciation
|
(1,543 | ) | (1,463 | ) | ||||||||||||||||||||||||||||||||||||
Financing
costs
|
(2,919 | ) | (2,666 | ) | ||||||||||||||||||||||||||||||||||||
Net
income
|
1,430 | 1,380 | ||||||||||||||||||||||||||||||||||||||
Net
income attributable to noncontrolling interests
|
(300 | ) | (295 | ) | ||||||||||||||||||||||||||||||||||||
Net
income attributable to common equity
|
$ | 1,130 | $ | 1,085 |
Six
Months Ended
|
Three
Months Ended
|
|||||||||||||||
April
30,
|
April
30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
($
in thousands)
|
($
in thousands)
|
|||||||||||||||
Fixed
rate mortgages:
|
||||||||||||||||
1st
Mortgages
|
||||||||||||||||
Existing
|
$ | 4,250 | $ | 4,477 | $ | 2,116 | $ | 2,230 | ||||||||
New
(1)
|
607 | 182 | 303 | 91 | ||||||||||||
2nd
Mortgages
|
||||||||||||||||
Existing
|
169 | 252 | 84 | 126 | ||||||||||||
Variable
rate mortgages:
|
||||||||||||||||
Acquisition
loan-Rotunda
|
390 | 294 | 193 | 119 | ||||||||||||
Construction
loan-Damascus
|
79 | 73 | 39 | 25 | ||||||||||||
Other
|
180 | 145 | 91 | 73 | ||||||||||||
5,675 | 5,423 | 2,826 | 2,664 | |||||||||||||
Amortization
of Mortgage Costs
|
106 | 118 | 53 | 59 | ||||||||||||
Total
Financing Costs
|
5,781 | 5,541 | 2,879 | 2,723 | ||||||||||||
Less
amount capitalized
|
- | (160 | ) | 40 | (57 | ) | ||||||||||
Financing
costs expensed
|
$ | 5,781 | $ | 5,381 | $ | 2,919 | $ | 2,666 | ||||||||
(1)
Mortgages not in place at beginning of Fiscal 2009.
|
Fiscal
Year
|
2012
|
2013
|
2014
|
2016
|
2017
|
2018
|
2019
|
2022
|
($
in millions)
|
||||||||
Mortgage
"Balloon" Payments
|
$9.9
|
$27.5
|
$25.9
|
$24.5
|
$22.0
|
$5.0
|
$45.0
|
$14.4
|
April
30,
|
October
31,
|
|||||||
($
in Millions)
|
2010
|
2009
|
||||||
Fair
Value
|
$ | 191.5 | $ | 198.1 | ||||
Carrying
Value
|
$ | 197.9 | $ | 202.3 |
Six
Months Ended
|
Three
Months Ended
|
||||||||||||||||
April
30,
|
April
30,
|
||||||||||||||||
2010
|
2009
|
2010
|
2009
|
||||||||||||||
($
in thousands)
|
($
in thousands)
|
||||||||||||||||
Net
income
|
$ | 2,883 | $ | 3,264 | $ | 1,430 | $ | 1,380 | |||||||||
Depreciation
|
3,065 | 2,937 | 1,543 | 1,463 | |||||||||||||
Amortization
of deferred mortgage costs
|
106 | 118 | 53 | 59 | |||||||||||||
Deferred
rents (Straight lining)
|
(109 | ) | (104 | ) | (56 | ) | (53 | ) | |||||||||
Amortization
of acquired leases
|
15 | 18 | 7 | 9 | |||||||||||||
Capital
Improvements - Apartments
|
(120 | ) | (106 | ) | (35 | ) | (27 | ) | |||||||||
Distributions
to noncontrolling interests
|
(692 | ) | (563 | ) | (344 | ) | (443 | ) | |||||||||
FFO | $ | 5,148 | $ | 5,564 | $ | 2,598 | $ | 2,388 | |||||||||
Per
Share - Basic
|
$ | 0.74 | $ | 0.80 | $ | 0.37 | $ | 0.34 | |||||||||
Weighted
Average Shares Outstanding
|
6,942 | 6,945 | 6,942 | 6,942 |
|
FIRST
REAL ESTATE INVESTMENT
|
|
TRUST OF NEW
JERSEY
|
|
(Registrant)
|
Date:
June 9, 2010
|
|
/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)
|
|
|
1.
|
DEFINITIONS:
|
|
(a)
|
Approved Plans
:
The plans and specifications prepared by the Design Team as same may be
modified from time to time with the prior approval of the Owner with
respect to material changes to the site plan and to gross leasable area of
any building.
|
|
(c)
|
Architect's
Agreement
: Dated November 28, 2007, and attached hereto as
Exhibit
A.
|
|
(f)
|
Contractor
: A
Contractor is defined to include the general contractor and all site
contractors, building contractors and subcontractors retained by the Owner
in connection with the Project.
|
|
(h)
|
Development
Costs
: “
Development
Costs
”
shall
mean the aggregate amount actually expended by Owner for the construction
of the Project, excluding the acquisition costs of the Property and all
soft costs expended for architectural and other professional fees, but not
to exceed $136,000,000 (the amount reflected in the pro forma construction
cost schedule dated February 2007 submitted to the Owner) unless the Owner
has approved a change in the Project Scope which increases the scope and
size of the Project, in which event the maximum amount of $136,000,000
shall be increased to the extent and in the amount approved by the Owner
in connection with any such change in Project Scope, it being confirmed
that no such change in Project Scope has been approved by the Owner since
February 2007. The term "Development Costs" shall be utilized for the
determination of Agent's Fee and not the ultimate costs of the
Project.
|
|
(i)
|
Development
Scope
: Two hundred ninety-seven (297) apartment
units, forty-four (44) residential condominium units (to be constructed by
a third party), 205,331 square feet of new retail space, including a Giant
Supermarket shell building, redevelopment and repositioning of the
existing retail within the property, a hotel (to be constructed by a third
party), 1504 above and below ground parking and a plaza level deck with
amenities and all site work and Buildings as depicted on the (as set forth
in the pro forma dated February
2007).
|
|
(k)
|
Owner's
Representative
: Donald Barney. If Donald Barney is not
available, the Owner's Representative shall be Ronald Artinian or such
other party that Owner designates as the Owner's
Representative.
|
|
(l)
|
Project
: Project
is defined as all approvals and redevelopment of the Property including
the construction of all improvements, in accordance with the Approved
Plans in effect as of the date
hereof.
|
|
(m)
|
Project
Personnel
: Project Personnel shall be deemed to be all
architectural and engineering firms (in addition to the Architect and
Engineer), surveyors, traffic consultants, environmental consultants,
security personnel, marketing and public relations specialists and
lobbyists and any other personnel as are determined by the Agent to be
reasonably necessary for the timely completion of the Project, so long as
retaining such personnel is consistent with this Agreement and any other
written agreement approved by the
Owner.
|
|
(n)
|
Property
: The
Property consisting of the Rotunda Center owned by Owner in Baltimore,
Maryland.
|
|
(o)
|
Soft
Costs
: Soft Costs are all fees and expenses paid for
architectural, engineering, accountants, attorneys and other professional
fees.
|
|
(p)
|
Site
Plan
: The plan prepared by STV, Inc. approved by the
City of Baltimore as the same may be modified from time to time with the
prior approval of the Owner with respect to material changes to the
building layout.
|
2.
|
PROJECT
SCOPE
:
The Agent
on behalf of Owner shall undertake the following (the “
Project
Scope
:
)
in
accordance with this Agreement and Owner's instructions based on the
Approved Plans:
|
|
(a)
|
Research
development options through studying various conceptual plans, existing
zoning and comprehensive zoning;
|
|
(b)
|
Negotiation
of all requisite contracts for the Project subject to the approval of
Owner and Owner's designated legal counsel, for all contracts which exceed
the dollar amount set forth in Paragraph 3(o)
hereof;
|
|
(c)
|
Obtaining
of all approvals for the Project;
|
|
(d)
|
Phased
demolition of the Project, in accordance with the Project
Plan;
|
|
(e)
|
Construction
of the Project, in accordance with the Approved Plans and the Site
Plan;
|
|
(f)
|
Oversight
of existing and new lease negotiations with tenants and any
brokers;
|
|
(g)
|
Coordination
of existing tenant relocations within the
Project;
|
|
(h)
|
Review
all bidding of contracts for the Project and recommendations to the Owner
for the hiring of Contractors;
|
|
(i)
|
Negotiation
of all requisite contracts for the improvements, subject to the approval
of Owner and Owner's legal counsel, for all contracts which exceed the
dollar amount set forth in Paragraph
3(o);
|
|
(2)
|
Review
change orders, subject to approval of the Owner and Design
Team;
|
|
(5)
|
Oversee
approvals of submittals and Shop drawings with the Design
Team;
|
|
(1)
|
Process
draw requests to Lender pursuant to a written draw request, provided that
the Architect has previously approved such
draw.
|
|
(l)
|
Exclusions:
The following are excluded from Agent's scope of
services:
|
|
(1)
|
Means
and Methods of Construction;
|
|
(2)
|
Defects
or deficiencies in the work of the Contractors or delays in any of the
work performed;
|
|
(3)
|
Errors
and/or omissions of the Design
Team;
|
|
(4)
|
Cost
overruns;
|
|
(5)
|
Oversight
of various trades subcontractors;
|
|
(6)
|
Arbitration
or litigation preparation and arbitration or court appearances on behalf
of Owner; and
|
|
(7)
|
Brokerage
Services.
|
3.
|
SCOPE
OF SERVICES
:
So long as
Agent's actions are consistent with this Agreement and any other written
agreement which the Owner has formally approved in writing, the Agent
shall be responsible to perform the following in a timely manner, on
behalf of Owner and at Owner's expense and subject to the provision of
Paragraph 5 thereof:
|
|
(a)
|
Engage
the Design Team, Contractors, consultants, on-site staff and such other
personnel as Agent deems commercially reasonable and necessary in order to
complete the Project;
|
|
(b)
|
Recommend
to Owner the hiring of Project Personnel as the Agent deems appropriate
for the Project;
|
|
(c)
|
Recommend
to Owner the retaining of marketing and public relations consultants
and/or firms, lobbyists and such other consultants of Owner and Agent deem
necessary to complete and lease up the
Project;
|
|
(d)
|
Undertake
the necessary actions to implement the Project
Scope;
|
|
(e)
|
Use
commercially reasonable efforts to assist in negotiating fair and complete
agreements with Contractors and material suppliers and to obtain
satisfactory performance from each of the Project Personnel, subject to
Owner's approval and the approval of Owner's legal counsel as designated
by Owner and further subject to Paragraph
3(o);
|
|
(f)
|
Monitor
construction costs and provide the Owner with reports on actual costs for
the Project and estimates for the Project completion as the same are
adjusted from time to time;
|
|
(g)
|
Administer
the contracts of the Project for compliance with the terms and conditions
of each contract;
|
|
(h)
|
At
the direction of the Design Team, require additional inspections and
testing of the work, and reject work which does not conform to the
requirements of the Approved Plans and the Site
Plan;
|
|
(i)
|
Solicit
bids from all prospective contractors and material suppliers and assist
the Owner in the determination of the most qualified and cost efficient
Contractor or material suppliers;
|
|
(j)
|
Coordinate
with the Design Team to obtain final approvals for the Project and verify
that interim inspections are performed in order to obtain such
certificates of occupancies as may be required by applicable governmental
authorities having jurisdiction over the
Project;
|
|
(k)
|
Maintain
a copy of all plans, specifications, contracts, invoices and financial
matters related to the Project and supply a copy thereof to Owner and upon
the completion of the Project, Agent shall provide a complete copy of the
foregoing to the Owner upon Owner's
request;
|
|
(l)
|
Use
commercially reasonable efforts to secure lien waivers from Contractors
and material suppliers;
|
|
(m)
|
Submit
to Owner, for Owner's prior approval, any change order whose cost may
reasonably be anticipated to exceed Fifty Thousand ($50,000) Dollars to
the Owner;
|
|
(n)
|
When
the aggregate cost of all change orders for any phase of the Project
exceeds seven (7%) percent of the Development Costs allocated to such
phase, Agent shall report all change orders to Owner's Representative and
thereafter, provide Owner's Representative with a monthly status report
relative to the construction of the
Project;
|
|
(o)
|
Submit
to Owner, for Owner's prior approval, any individual contract whose cost
may reasonably be anticipated to exceed One Hundred Thousand ($100,000)
Dollars.
|
4.
|
OWNER'S
RESPONSIBILITIES
:
In order
for Agent to undertake its duties pursuant to this Agreement, the Owner
shall be responsible to perform the following, in a timely
manner:
|
|
(c)
|
Based
upon the reasonable recommendations of the Agent, to purchase and provide
written evidence it has obtained the appropriate type and amount of
insurance, including, but not limited to builders all risk insurance for
the Project pursuant to which the Agent is named as an additional
insured;
|
|
(d)
|
Following
the approval of work by the Architect, the Design Team and the Lender
where applicable of the requisition for such work, Owner shall pay all
Project bills and invoices necessary to comply with contract obligations
for all Contractors, Project Personnel and Fees due
Agent;
|
|
(e)
|
Pay
all Project bills, invoices and
Fee.
|
|
5.
|
AGENT
FEES
.
|
|
(1)
|
All
services rendered by Agent up to the date of this
Agreement;
|
|
(2)
|
Any
and all future contacts and meetings with governmental authorities
relating to the Project Scope;
|
|
(3)
|
Any
and all future dealings with the Architect, Engineer and attorneys engaged
in obtaining the necessary government approvals up to and including the
obtaining of Project building permits. Thereafter, Agent shall not be
entitled to receive any additional portion of the Fee, except as provided
in Subparagraphs 5.2, 5.3 and 5.4
hereof.
|
|
(1)
|
Upon
Owner's written direction to Agent to obtain a building permit for any of
the apartments, retail space or the garage and the issuance of a building
permit therefore, fifty (50%)
percent of the
Fee as modified if there is a change in project scope, less $3,000,000.00
shall be due and payable. Example: If there has been no change in the
Project Scope at time
of
issuance of the building permit, Agent shall be paid ($136,000,000
X .06375 / 2= $4,335,000 - less $3,000,000)
$1,335,000
|
|
(2)
|
Balance
of fifty (50%)
percent of the
Fee shall thereafter be paid in monthly installments, based upon the
percentage of completion of the Project as reflected In the general
contractor's requisition and approved by the Architect, less a hold back
of ten (10%) percent, in accordance with the following formula,
wherein:
|
|
(3)
|
The
ten percent (10%) hold-back portion of the Fee shall be paid within thirty
(30) days after issuance of an unconditional certificate of occupancy for
the entire Project (or equivalent jurisdictional approval) (the `CO").
Notwithstanding anything herein to the contrary, the total fee shall not
exceed 6 3/8% of the actual Development Cost. If at any time, it is
determined that actual Development Cost will be less than $136,000,000,
the schedule for payment of the balance of the Fee shall be reduced to
insure that the aforementioned ten (10%) percent hold-back shall be held
back until issuance of CO.
|
|
6.
|
INDEMNIFICATION
:
|
|
(a)
|
The
parties acknowledge that Agent is acting in an agency capacity on behalf
of the Owner in accordance with this Agreement and in such capacity Agent
shall have the right to undertake such action on behalf of the Owner, but
only in strict accordance with this Agreement, subject, however, to
modification of such authority by written Agreement between the Owner and
the Agent. In connection with such agency, the Owner covenants and agrees
that it shall indemnify, defend and hold harmless the Agent as well as the
Agent's officers, employees, agents, attorneys and members (hereinafter
referr
ed
to
collectively
as the
“
Agent
Indemnified Parties
”
and
individually as an
“
Agent
Indemnified Party
”
)
from and against any and all losses, damages, expenses or
liabilities of any kind or nature and from any suits, claims, or demands,
including reasonable counsel fees incurred in investigating or defending
such claim, suffered by any of them if caused by, relating to, arising out
of, resulting from, or in any way connected with the Agent's actions
contemplated herein; provided, however, the Owner shall not be obligated
to indemnify, defend and hold harmless an Agent Indemnified Party, if the
loss, damage, expense or liability was caused by or resulted from an Agent
Indemnified Party's: (I) own gross negligence; (2) willful misconduct; (3)
a material breach of the terms of this Agreement; and (4) any act or
omission which exceeds the authority granted to the Agent by the terms of
this Agreement which results in monetary loss to the Owner. In case any
action shall be brought against an Agent Indemnified Party based upon any
of the above and in respect to which indemnity may be sought against the
Owner, the Agent Indemnified Party against whom such action was brought,
shall promptly notify the Owner in writing, and the Owner shall assume the
defense thereof, including the retainer of counsel selected by the Owner
and reasonably satisfactory to said Agent Indemnified Party and the
payment of all costs incurred in connection therewith. Owner shall retain
the exclusive right to negotiate and consent to any
settlement.
|
|
(b)
|
The
Agent covenants and agrees that it shall indemnify, defend and hold
harmless the Owner as well as the Owner's officers, employees, agents,
attorneys and members (hereinafter referred to collectively as the “
Owner
Indemnified Parties
”
and individually
as an “
Owner
Indemnified Party
”)
from
and against any and all losses, damages, expenses or liabilities of any
kind or nature and from any suits, claims, or demands, including
reasonable counsel fees incurred investigating or defending such claim,
suffered by any of them if caused by, relating to, arising out of,
resulting from, or in any way connected with the Agent's material breach
of the terms and conditions of this Agreement, its gross negligence or
willful misconduct, or any act or omission which exceeds the authority
granted to the Agent by the terms of this agreement which results in
monetary loss to the Owner, however, the Agent shall not be obligated to
indemnify, defend and hold harmless an Owner indemnified Party if the
loss, damage, expense or liability was caused by or resulted from an Owner
Indemnified Party's (1) own negligence; (2) willful misconduct; (3)
material breach f the terms of this Agreement; and (4) any act or omission
arising out of the Owner's obligations hereunder. In case any action shall
be brought against an Owner Indemnified Party based upon any of the above
and in respect to which indemnity may he sought against the Agent, the
Owner Indemnified Party against whom such action shall be brought, shall
promptly notify the Agent in writing, and the Agent shall assume the
defense thereof, including the retainer of counsel selected by the Agent
and reasonably satisfactory to the Owner, and the payment of all costs
incurred in connection therewith. Agent shall retain the exclusive right
to negotiate and consent to any settlement wherein Agent is paying the
settlement amount.
|
7.
|
TERMINATION
BY THE OWNER FOR CAUSE
:
Should the
Agent fail in the performance of its duties hereunder (excepting delays
occasioned by strikes, floods, fires, accidents, the negligence of the
Owner and other natural disasters which are beyond the control of the
Agent), the Owner shall notify the Agent in writing of the Owner's intent
to declare the Agent in default under this Agreement. Within twenty (20)
days from the date Owner sends this notice to Agent, Agent shall cure the
default or, if such default cannot reasonably be cured during such twenty
(20) day period, Agent shall commence curing and diligently prosecute
curing the default until such default is cured. Failure by the Agent to
cure or diligently prosecute curing the default within such twenty (20)
day period shall constitute a material breach of this Agreement on the
part of the Agent. In such event, the Owner shall have the right to
terminate this Agreement. In such case, the Owner shall pay the Agent the
unpaid balance of the amount due Agent to be paid under this Agreement as
of the date of termination hereof and neither party shall be further
obligated to the other and there should be no obligation or Liability
going forward.
|
8.
|
TERMINATION
BY AGENT:
The Agent may
terminate this Agreement only if the Owner shall fail to pay the Fee in
accordance with the terms of this Agreement, or as set forth in Paragraph
9 below.
|
9.
|
SUSPENSION
OF WORK
:
Should
Owner desire to suspend the Project, then the Owner must notify Agent in
writing of its desire to suspend the Project. If Owner suspends
construction of the Project for a period of ninety (90) consecutive days,
Agent may upon written notice to the Owner state that it is seeking
additional compensation for expenses caused by such suspension. Within 15
days of receipt of such notice, Owner may at its option either (a) agree
to accept a claim for additional compensation; or (b) permit Agent to
terminate this Agreement without additional compensation. For the purposes
of this Agreement, the period of suspension shall commence on the date
when Owner gives notice to the Agent that suspension has commenced. In the
event the Project is suspended for any reason by the Owner, then only the
Owner shall be liable for any claims by Contractors and the Design Team
for suspension of the Project and the Owner shall indemnify the Agent for
all claims made by the foregoing pursuant to Paragraph 6 of this
Agreement.
|
10.
|
ENTIRE
AGREEMENT
:
This
Agreement contains the final and entire agreement between the parties
hereto and each shall not be bound by any terms, conditions, statements,
warranties or representations, oral or written, not contained herein. All
understandings and agreements heretofore made between the parties are
merged in this Agreement, which alone fully and completely expresses the
agreement of the parties and which may not be changed, modified or
terminated except by a written instrument signed by the parties or their
respective counsel.
|
11.
|
CHOICE
OF LAW
:
This
Agreement shall be interpreted in accordance with the laws and enforced in
the Courts of the State of New Jersey without regard to principles of
conflicts of laws. Any disputes shall be litigated in the Superior Court
of New Jersey, Bergen County.
|
12.
|
COUNTERPARTS
:
This
Agreement may be executed in any number of
counterparts,
each of which counterparts shall be deemed to be an original and all of
which counterparts shall constitute the same Agreement, at such time as
each party shall have executed and delivered to the other at least one (1)
copy of this Agreement.
|
13.
|
BINDING
EFFECT
:
This
Agreement shall be binding upon and shall inure to the benefit of Owner
and Agent and their respective successors and permitted
assigns.
|
14.
|
NOTICES
:
All
notices, requests, consents and other communications hereunder shall be in
writing and shall be either: (i) mailed in a United States Post Office
depository by certified mail, return receipt requested, postage prepaid;
or (ii) delivered by an overnight courier delivery service, with a receipt
provided therefore and charges prepaid, addressed to the parties at the
address set forth above and notices shall be deemed given on the date of
receipt or refusal.
|
15.
|
PREPARATION
OF AGREEMENT
.
This
Agreement shall not be construed more strongly against either party
regardless of who is responsible for its
preparation.
|
OWNER
:
|
AGENT
:
|
|
GRANDE
ROTUNDA, LLC
|
||
By: FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, Managing
Member
|
HEKEMIAN
DEVELOPMENT RESOURCES, LLC
|
|
By:
/s/ Donald
Barney
|
By:
/s/ Bryan
Hekemian
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Donald Barney, President
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Bryan
Hekemian, Managing Member
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1.
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I
have reviewed this report on Form 10-Q of First Real Estate Investment
Trust of New Jersey;
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4.
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The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
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(a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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(b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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(c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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(d)
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Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
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(a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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Date: June
9, 2010
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/s/ Robert S.
Hekemian
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Robert
S. Hekemian
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Chairman
of the Board and Chief Executive
Officer
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1.
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I
have reviewed this report on Form 10-Q of First Real Estate Investment
Trust of New Jersey;
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4.
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The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
(b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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(c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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(d)
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Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
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5.
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The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
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|
(a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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Date: June
9, 2010
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/s/ Donald W.
Barney
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Donald
W. Barney
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President,
Treasurer and Chief Financial
Officer
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(1)
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the
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, 15 U.S.C. § 78m(a) or 78o(d),
and,
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(2)
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the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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Date: June
9, 2010
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/s/ Robert S.
Hekemian
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Robert
S. Hekemian
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Chairman
of the Board and Chief Executive
Officer
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(1)
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the
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, 15 U.S.C. § 78m(a) or 78o(d),
and,
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(2)
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the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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Date: June
9, 2010
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/s/ Donald W.
Barney
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Donald
W. Barney
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President,
Treasurer and Chief Financial Officer
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