FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY (Form: 10-Q, Received: 09/06/2019 10:11:54)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended July 31, 2019

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. 000-25043

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

(Exact name of registrant as specified in its charter)

New Jersey		22-1697095
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

505 Main Street, Hackensack, New Jersey		07601
(Address of principal executive offices)		(Zip Code)

201-488-6400

(Registrant's telephone number, including area code)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Shares of beneficial interest, without par value	FREVS	OTC Pink Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☐	Accelerated Filer x	Non-Accelerated Filer ☐ Smaller Reporting Company ☐
Emerging growth company ☐

Page 2

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐ No x

As of September 6, 2019, the number of shares of beneficial interest outstanding was 6,785,874.

Page 3

FIRST REAL ESTATE
INVESTMENT TRUST OF NEW JERSEY

INDEX

Part I:	Financial Information			Page

	Item 1:	Unaudited Condensed Consolidated Financial Statements

		a.)	Condensed Consolidated Balance Sheets as of July 31, 2019 and October 31, 2018;	4

		b.)	Condensed Consolidated Statements of Income for the Nine and Three Months Ended July 31, 2019 and 2018;	5

		c.)	Condensed Consolidated Statements of Comprehensive (Loss) Income for the Nine and Three Months Ended July 31, 2019 and 2018;	6

		d.)	Condensed Consolidated Statements of Equity for the Nine and Three Months Ended July 31, 2019 and 2018;	7-8

		e.)	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2019 and 2018;	9

		f.)	Notes to Condensed Consolidated Financial Statements.	10

	Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19

	Item 3:	Quantitative and Qualitative Disclosures About Market Risk		31

	Item 4:	Controls and Procedures		31

Part II:	Other Information

	Item 1:	Legal Proceedings		31

	Item 1A:	Risk Factors		31

	Item 6:	Exhibits		32

	Signatures			32

Page 4

Part I: Financial Information

Item 1: Unaudited Condensed Consolidated Financial Statements

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	July 31,			October 31,
	2019			2018
	(In Thousands of Dollars)
ASSETS

Real estate, at cost, net of accumulated depreciation	$	332,319		$	344,532
Construction in progress		356			159
Cash and cash equivalents		26,068			21,747
Tenants' security accounts		2,258			2,212
Receivables arising from straight-lining of rents		4,277			3,964
Accounts receivable, net of allowance for doubtful accounts of $323 and $276 as of July 31, 2019 and October 31, 2018, respectively		1,950			2,298
Secured loans receivable		4,000			4,000
Prepaid expenses and other assets		6,595			6,034
Deferred charges, net		2,564			2,693
Interest rate cap and swap contracts		438			4,434
Total Assets	$	380,825		$	392,073

LIABILITIES AND EQUITY

Liabilities:
Mortgages payable	$	342,026		$	350,504
Less unamortized debt issuance costs		2,731			3,498
Mortgages payable, net		339,295			347,006

Due to affiliate		5,634			5,417
Deferred trustee compensation payable		7,610			8,457
Accounts payable and accrued expenses		3,691			1,910
Dividends payable		848			338
Tenants' security deposits		3,357			3,232
Deferred revenue		921			1,369
Interest rate swap contracts		1,374			—
Total Liabilities		362,730			367,729

Commitments and contingencies

Equity:
Common equity:
Shares of beneficial interest without par value: 8,000,000 shares authorized; 6,993,152 shares issued plus 178,043 and 157,395 vested share units granted to Trustees at July 31, 2019 and October 31, 2018, respectively		28,590			28,288
Treasury stock, at cost: 207,278 and 235,536 shares at July 31, 2019 and October 31, 2018, respectively		(4,348	)		(4,941	)
Dividends in excess of net income		(5,710	)		(4,376	)
Accumulated other comprehensive (loss) income		(1,195	)		2,517
Total Common Equity		17,337			21,488
Noncontrolling interests in subsidiaries		758			2,856
Total Equity		18,095			24,344
Total Liabilities and Equity	$	380,825		$	392,073


See Notes to Condensed Consolidated Financial Statements.

Page 5

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
NINE AND THREE MONTHS ENDED JULY 31, 2019 AND 2018
(Unaudited)

	Nine Months Ended July 31,						Three Months Ended July 31,
	2019			2018			2019			2018
	(In Thousands of Dollars, Except Per Share Amounts)						(In Thousands of Dollars, Except Per Share Amounts)
Revenue:
Rental income	$	39,895		$	38,207		$	13,409		$	13,036
Reimbursements		4,696			4,428			1,701			1,441
Sundry income		378			515			145			154
Total revenue		44,969			43,150			15,255			14,631

Expenses:
Operating expenses		13,185			12,311			4,747			3,993
Management fees		1,940			1,893			655			633
Real estate taxes		7,178			5,888			2,377			2,438
Depreciation		8,413			8,573			2,806			3,029
Total expenses		30,716			28,665			10,585			10,093

Operating income		14,253			14,485			4,670			4,538

Investment income		276			201			92			89
Unrealized (loss) gain on interest rate cap contract		(160	)		40			(1	)		21
Gain on sale of property		836			—			—			—
Interest expense including amortization of deferred financing costs		(13,675	)		(14,108	)		(4,496	)		(4,537	)
Net income		1,530			618			265			111

Net (income) loss attributable to noncontrolling interests in subsidiaries		(86	)		432			(66	)		181

Net income attributable to common equity	$	1,444		$	1,050		$	199		$	292

Earnings per share - basic and diluted	$	0.21		$	0.15		$	0.03		$	0.04

Weighted average shares outstanding:
Basic		6,932			6,876			6,950			6,890
Diluted		6,932			6,876			6,951			6,890

See Notes to Condensed Consolidated Financial Statements.

Page 6

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
NINE AND THREE MONTHS ENDED JULY 31, 2019 AND 2018
(Unaudited)


	Nine Months Ended July 31,						Three Months Ended July 31,
	2019			2018			2019			2018
	(In Thousands of Dollars)						(In Thousands of Dollars)

Net income	$	1,530		$	618		$	265		$	111

Other comprehensive (loss) income:
Unrealized (loss) gain on interest rate swap contracts before reclassifications		(4,927	)		2,551			(1,931	)		138
Amount reclassified from accumulated other comprehensive income to interest expense		(283	)		110			(94	)		(15	)
Net unrealized (loss) gain on interest rate swap contracts		(5,210	)		2,661			(2,025	)		123
Comprehensive (loss) income		(3,680	)		3,279			(1,760	)		234

Net (income) loss attributable to noncontrolling interests		(86	)		432			(66	)		181
Other comprehensive loss (income):
Unrealized loss (gain) on interest rate swap contracts attributable to noncontrolling interests		1,498			(784	)		584			(9	)
Comprehensive loss (income) attributable to noncontrolling interests		1,412			(352	)		518			172

Comprehensive (loss) income attributable to common equity	$	(2,268	)	$	2,927		$	(1,242	)	$	406

See Notes to Condensed Consolidated Financial Statements.

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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

NINE AND THREE MONTHS ENDED JULY 31, 2019

(Unaudited)

	Common Equity
	Shares of Beneficial Interest			Treasury Shares at Cost			Dividends in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Common Equity			Noncontrolling Interests			Total Equity
	(In Thousands of Dollars, Except Share and Per Share Amounts)

Balance at October 31, 2018	$	28,288		$	(4,941	)	$	(4,376	)	$	2,517		$	21,488		$	2,856		$	24,344

Stock based compensation expense		34												34						34

Vested share units granted to Trustees and consultant		254												254						254

Vested share units issued to consultant*		(20	)		20									—						—

Distributions to noncontrolling interests														—			(294	)		(294	)

Net income (loss)								459						459			(24	)		435

Dividends declared, including $26 payable in share units ($0.15 per share)								(1,040	)					(1,040	)					(1,040	)

Net unrealized loss on interest rate swaps											(1,698	)		(1,698	)		(666	)		(2,364	)

Balance at January 31, 2019		28,556			(4,921	)		(4,957	)		819			19,497			1,872			21,369

Stock based compensation expense		35												35						35

Vested share units granted to Trustees and consultant		294												294						294

Vested share units issued to consultant and retired Trustees*		(554	)		554									—						—

Distributions to noncontrolling interests														—			(392	)		(392	)

Net income								786						786			44			830

Dividends declared, including $20 payable in share units ($0.125 per share)								(867	)					(867	)					(867	)

Net unrealized loss on interest rate swaps											(573	)		(573	)		(248	)		(821	)

Balance at April 30, 2019		28,331			(4,367	)		(5,038	)		246			19,172			1,276			20,448

Stock based compensation expense		35												35						35

Vested share units granted to Trustees and consultant		243												243						243

Vested share units issued to consultant*		(19	)		19									—						—

Net income								199						199			66			265

Dividends declared, including $22 payable in share units ($0.125 per share)								(871	)					(871	)					(871	)

Net unrealized loss on interest rate swaps											(1,441	)		(1,441	)		(584	)		(2,025	)

Balance at July 31, 2019	$	28,590		$	(4,348	)	$	(5,710	)	$	(1,195	)	$	17,337		$	758		$	18,095

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

See Notes to Condensed Consolidated Financial Statements.

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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
NINE AND THREE MONTHS ENDED JULY 31, 2018
(Unaudited)

	Common Equity
	Shares of Beneficial Interest			Treasury Shares at Cost			Dividends in Excess of Net Income			Accumulated Other Comprehensive Income		Total Common Equity			Noncontrolling Interests			Total Equity
	(In Thousands of Dollars, Except Share and Per Share Amounts)

Balance at October 31, 2017	$	27,651		$	(5,273	)	$	(4,824	)	$	284	$	17,838		$	10,752		$	28,590

Stock based compensation expense		31											31						31

Vested share units granted to Trustees		201											201						201

Distributions to noncontrolling interests													—			(6,084	)		(6,084	)

Net loss								(357	)				(357	)		(563	)		(920	)

Net unrealized gain on interest rate swaps											1,098		1,098			533			1,631

Balance at January 31, 2018		27,883			(5,273	)		(5,181	)		1,382		18,811			4,638			23,449

Stock based compensation expense		30											30						30

Vested share units granted to Trustees and consultant		233											233						233

Vested share units issued to retired Trustee*		(296	)		296								—						—

Distributions to noncontrolling interests													—			(281	)		(281	)

Net income								1,115					1,115			312			1,427

Dividends declared, including $7 payable in share units ($0.05 per share)								(344	)				(344	)					(344	)

Net unrealized gain on interest rate swaps											665		665			242			907

Balance at April 30, 2018		27,850			(4,977	)		(4,410	)		2,047		20,510			4,911			25,421

Stock based compensation expense		34											34						34

Vested share units granted to Trustees and consultant		209											209						209

Vested share units issued to consultant*		(18	)		18								—						—

Distributions to noncontrolling interests													—			(89	)		(89	)

Net income (loss)								292					292			(181	)		111

Dividends declared, including $7 payable in share units ($0.05 per share)								(346	)				(346	)					(346	)

Net unrealized gain on interest rate swaps											114		114			9			123

Balance at July 31, 2018	$	28,075		$	(4,959	)	$	(4,464	)	$	2,161	$	20,813		$	4,650		$	25,463

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

See Notes to Condensed Consolidated Financial Statements.

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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JULY 31, 2019 AND 2018
(Unaudited)

	Nine Months Ended
	July 31,
	2019			2018
	(In Thousands of Dollars)
Operating activities:
Net income	$	1,530		$	618
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		8,413			8,573
Amortization		1,264			1,253
Unrealized loss (gain) on interest rate cap contract		160			(40	)
Stock based compensation expense		104			95
Trustee fees, consultant fee and related interest paid in stock units		723			629
Gain on sale of property		(836	)		—
Deferred rents - straight line rent		(313	)		(355	)
Bad debt expense		146			233
Changes in operating assets and liabilities:
Tenants' security accounts		125			210
Accounts receivable, prepaid expenses and other assets		(476	)		(2,246	)
Accounts payable, accrued expenses and deferred trustee compensation		601			(767	)
Deferred revenue		(448	)		(386	)
Net cash provided by operating activities		10,993			7,817
Investing activities:
Capital improvements - existing properties		(2,276	)		(4,294	)
Proceeds from sale of commercial property, net		7,060			—
Acquisition of Station Place		—			(19,550	)
Net cash provided by (used in) investing activities		4,784			(23,844	)
Financing activities:
Repayment of mortgages and construction loan		(8,478	)		(147,615	)
Proceeds from mortgage loan refinancings		—			166,520
Proceeds from acquisition mortgage loan		—			12,350
Repayment of credit line		—			(3,121	)
Interest rate cap contract cost		—			(89	)
Deferred financing costs		(109	)		(2,670	)
Dividends paid		(2,200	)		(338	)
Due to affiliate		217			177
Distributions to noncontrolling interests		(686	)		(6,454	)
Net cash (used in) provided by financing activities		(11,256	)		18,760
Net increase in cash, cash equivalents and restricted cash		4,521			2,733
Cash, cash equivalents and restricted cash, beginning of period		26,394			21,838
Cash, cash equivalents and restricted cash, end of period	$	30,915		$	24,571

Supplemental disclosure of cash flow data:
Interest paid, net of amounts capitalized	$	12,350		$	12,936

Supplemental schedule of non cash activities:
Investing activities:
Accrued capital expenditures, construction costs, pre-development costs and interest	$	213		$	196

Financing activities:
Dividends declared but not paid	$	848		$	338
Dividends paid in share units	$	68		$	14

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheet:

Cash and cash equivalents	$	26,068		$	20,744
Tenants' security accounts		2,258			2,186
Mortgage escrows		2,589			1,641
Total cash, cash equivalents and restricted cash	$	30,915		$	24,571

See Notes to Condensed Consolidated Financial Statements.

Page 10

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of presentation:

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

The consolidated results of operations for the nine and three-month periods ended July 31, 2019 are not necessarily indicative of the results to be expected for the full year or any other period. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended October 31, 2018 of First Real Estate Investment Trust of New Jersey (“FREIT” or the “Company”).

Note 2 - Recently issued accounting standards:

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”, which is codified as ASC 606 and effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2017. ASC 606 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance.

On November 1, 2018, FREIT adopted ASU No. 2014-09 using the modified retrospective approach. Since FREIT’s primary source of revenue is operating leases, which fall under the scope of “Leases, Topic 840” and will be under the scope of “Leases, Topic 842” once adopted in November 2019, the adoption of ASU No. 2014-09 did not have a significant impact on its consolidated financial statements and footnote disclosures. Additionally, the Company has elected to adopt the practical expedient under ASU 2018-11, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component if the nonlease components otherwise would be accounted for under the new revenue guidance. The adoption of ASU No. 2014-09 did not have a significant impact on the consolidated financial statements and FREIT did not record any cumulative adjustment as of the adoption date of November 1, 2018 in connection with the implementation of ASU No. 2014-09.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which supersedes the existing guidance for lease accounting, “Leases (Topic 840)”. ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years with early adoption permitted. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Leasing Standard was amended by ASU 2018-11, “Targeted Improvements” (the “Practical Expedient Amendment”) in July of 2018 by allowing lessors to elect to combine lease and associated nonlease components, by classes of underlying asset, in contracts meeting certain criteria. The Company expects to qualify for the practical expedient as allowed by the Practical Expedient Amendment. Given that this standard has minimal impact on real estate operating lessors, FREIT does not expect the adoption of this new accounting guidance to have a significant impact on its consolidated financial statements and footnote disclosures. Based on this new accounting guidance, the Company will no longer be able to capitalize certain leasing costs, such as legal expenses, as it relates to activities before a lease is entered into.

In June 2016, the FASB issued ASU No. 2016-13 "Financial Instruments – Credit Losses (Topic 326)", which amends the current approach to estimate credit losses on certain financial assets, including trade and other receivables, available-for-sale securities, and other financial instruments. Generally, this amendment requires entities to establish a valuation allowance for the expected lifetime losses of these certain financial assets. Subsequent changes in the valuation allowance are recorded in current earnings and reversal of previous losses are permitted. Currently, U.S. GAAP requires entities to write down credit losses only when losses are probable and loss reversals are not permitted. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. FREIT does not expect the adoption of this new accounting guidance to have a significant impact on its consolidated financial statements and footnote disclosures.

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

Page 11

In August 2017, the FASB issued ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities to ASC Topic 815, Derivatives and Hedging ("ASC 815")” which amends the hedge accounting recognition and presentation requirements in ASC 815. The update is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting and increase transparency as to the scope and results of hedge programs. ASU 2017-12 requires subsequent changes in fair value of a hedging instrument that has been designated and qualifies as a cash flow hedge to be recognized as a component of "other comprehensive income (loss)." ASU 2017-12 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2018, with early adoption permitted. FREIT does not expect the adoption of this new accounting guidance to have a significant impact on its consolidated financial statements and footnote disclosures.

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

Note 3 - Earnings per share:

Basic earnings per share is calculated by dividing net income attributable to common equity (numerator) by the weighted average number of shares and vested share units (See Note 13 to FREIT’s condensed consolidated financial statements) outstanding during each period (denominator). The calculation of diluted earnings per share is similar to that of basic earnings per share, except that the denominator is increased to include the number of additional shares that would have been outstanding if all potentially dilutive shares, such as those issuable upon the exercise of stock options, were issued during the period using the Treasury Stock method. Under the Treasury Stock method, the assumption is that the proceeds received upon exercise of the options, including the unrecognized stock option compensation expense attributable to future services, are used to repurchase FREIT’s stock at the average market price during the period, thereby reducing the number of shares to be added in computing diluted earnings per share. For the nine months ended July 31, 2019 and 2018 and the three months ended July 31, 2018, the outstanding stock options were anti-dilutive with no impact on earnings per share. For the three months ended July 31, 2019, the outstanding stock options increased the average dilutive shares outstanding by approximately 1,203 shares with no impact on earnings per share.

Note 4 - Interest rate cap and swap contracts:

On February 7, 2018, Grande Rotunda, LLC, a consolidated subsidiary, refinanced its $115.3 million construction loan held by Wells Fargo with a new loan held by Aareal Capital Corporation in the amount of approximately $118.5 million with additional funding available for retail tenant improvements and leasing costs in the amount of $3,380,000. This loan bears a floating interest rate at 285 basis points over the one-month LIBOR rate and has a maturity date of February 6, 2021. At July 31, 2019, the total amount outstanding on this loan was approximately $118.5 million. As part of this transaction, Grande Rotunda, LLC purchased an interest rate cap on LIBOR for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for the first two years of this loan. At July 31, 2019, the derivative financial instrument has a notional amount of $121.9 million and a maturity date of March 5, 2020.

On December 7, 2017, Station Place on Monmouth, LLC (owned 100% by FREIT) closed on a $12,350,000 mortgage loan with Provident Bank. The loan bears a floating interest rate equal to 180 basis points over the one-month BBA LIBOR with a maturity date of December 15, 2027. At July 31, 2019, the total amount outstanding on this loan was $12,350,000. In order to minimize interest rate volatility during the term of this loan, Station Place on Monmouth, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 4.35% over the term of the loan. At July 31, 2019, the derivative financial instrument has a notional amount of $12,350,000 and a maturity date of December 2027.

On September 29, 2016, Wayne PSC, LLC, a consolidated subsidiary, refinanced its $24.2 million mortgage loan held by Metropolitan Life Insurance Company, with a new mortgage loan from People’s United Bank in the amount of $25.8 million. The new loan bears a floating interest rate equal to 220 basis points over the one-month BBA LIBOR with a maturity date of October 1, 2026. At July 31, 2019, the total amount outstanding on this loan was approximately $24 million. In order to minimize interest rate volatility during the term of the loan, Wayne PSC, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 3.625% over the term of the loan. At July 31, 2019, the derivative financial instrument has a notional amount of approximately $24 million and a maturity date of October 2026.

On December 26, 2012, Damascus Centre, LLC refinanced its construction loan with long-term financing provided by People’s United Bank and the first tranche of the new loan was taken down in the amount of $20 million. Based on leasing and net operating income at the shopping center, People’s United Bank agreed to a take-down of the second tranche of this loan on

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April 22, 2016 in the amount of $2,320,000. The total amount outstanding for both tranches of this loan held with People’s United Bank as of July 31, 2019 was approximately $19.5 million. The loan has a maturity date of January 3, 2023 and bears a floating interest rate equal to 210 basis points over the one-month BBA LIBOR. In order to minimize interest rate volatility during the term of this loan, Damascus Centre, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate on each tranche of this loan, resulting in a fixed rate of 3.81% over the term of the first tranche of this loan and a fixed rate of 3.53% over the term of the second tranche of this loan. At July 31, 2019, the derivative financial instrument has a notional amount of approximately $19.5 million and a maturity date of January 2023.

On December 29, 2014, FREIT Regency, LLC closed on a $16.2 million mortgage loan with Provident Bank. The loan bears a floating interest rate equal to 125 basis points over the one-month BBA LIBOR and the loan will mature on December 15, 2024. At July 31, 2019, the total amount outstanding on this loan was approximately $15.7 million. In order to minimize interest rate volatility during the term of the loan, FREIT Regency, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 3.75% over the term of the loan. At July 31, 2019, the derivative financial instrument has a notional amount of approximately $15.7 million and a maturity date of December 2024.

In accordance with ASC 815, “Accounting for Derivative Instruments and Hedging Activities”, FREIT is accounting for the Damascus Centre, LLC, FREIT Regency, LLC, Wayne PSC, LLC and Station Place on Monmouth, LLC interest rate swaps as effective cash flow hedges marking these contracts to market, taking into account present interest rates compared to the contracted fixed rate over the life of the contract and recording the unrealized gain or loss on the swaps in comprehensive income. For the nine months ended July 31, 2019, FREIT recorded an unrealized loss of approximately $5,210,000 in comprehensive income representing the change in the fair value of these cash flow hedges during such period with a corresponding asset of approximately $12,000 for the Damascus Centre swaps and $426,000 for the Wayne PSC swap and a corresponding liability of approximately $641,000 for the Regency swap and $733,000 for the Station Place on Monmouth swap as of July 31, 2019. For the nine months ended July 31, 2018, FREIT recorded an unrealized gain of approximately $2,661,000 in comprehensive income representing the change in the fair value of these cash flow hedges during such period. For the three months ended July 31, 2019 and 2018, FREIT recorded an unrealized loss of approximately $2,025,000 and unrealized gain of approximately $123,000, respectively, in comprehensive income representing the change in the fair value of these cash flow hedges during such periods. For the year ended October 31, 2018, FREIT recorded an unrealized gain of approximately $3,113,000 in comprehensive income representing the change in the fair value of these cash flow hedges during such period with a corresponding asset of approximately $955,000 for the Damascus Centre swaps, $2,452,000 for the Wayne PSC swap, $408,000 for the Regency swap and $460,000 for the Station Place on Monmouth swap as of October 31, 2018.

The Grande Rotunda, LLC interest rate cap is, for accounting purposes, deemed to be accounted for as an ineffective cash flow hedge with a corresponding gain or loss being recorded in FREIT’s income statement. For the nine months ended July 31, 2019, FREIT recorded an unrealized loss in the condensed consolidated statement of income of approximately $160,000 for the Grande Rotunda, LLC interest rate cap representing the change in the fair value of this ineffective cash flow hedge during such period with a corresponding asset of approximately $0 as of July 31, 2019. For the three months ended July 31, 2019, FREIT recorded an unrealized loss in the condensed consolidated statement income of approximately $1,000 for the Grande Rotunda, LLC interest rate cap representing the change in the fair value of this ineffective cash flow hedge during such period. For the nine and three months ended July 31, 2018, FREIT recorded an unrealized gain in the condensed consolidated statement of income of approximately $40,000 and $21,000, respectively, for the Grande Rotunda, LLC interest rate cap representing the change in the fair value of this ineffective cash flow hedge during such periods.

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

Note 5 – Property acquisition:

On December 7, 2017, FREIT completed the acquisition of Station Place, a residential apartment complex consisting of one building with 45 units, located in Red Bank, New Jersey through Station Place on Monmouth, LLC (FREIT’s 100% owned consolidated subsidiary). FREIT identified Station Place as the replacement property for the Hammel Gardens property located in Maywood, New Jersey that FREIT sold on June 12, 2017, which completed the like-kind exchange pursuant to Section 1031 of the Internal Revenue Code. Station Place is part of FREIT’s residential segment. The acquisition cost was $19,550,000 (inclusive of approximately $550,000 of transaction costs capitalized as part of the asset acquisition), which was funded in part with $7 million in net proceeds from the sale of the Hammel Gardens property, and the remaining balance of $12,350,000 (inclusive of the transaction costs) was funded by Station Place on Monmouth, LLC through long-term financing for this property from Provident Bank.

The acquisition cost of $19.6 million has been allocated as follows: $10.8 million to the building and $8.8 million to the land.

Note 6 – Property disposition:

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paid approximately $676,000 of this gain by way of a one-time special dividend in connection with and in anticipation of the closing of the sale of the Patchogue property of $0.10 per share. The sale of this property eliminates an operating loss of approximately $0.8 million ($0.12 per share) incurred, annually, since Pathmark vacated in December 2015.

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

Note 7 - Management agreement, fees and transactions with related party:

Hekemian & Co., Inc. (“Hekemian”) currently manages all the properties owned by FREIT and its affiliates, except for the office building at The Rotunda located in Baltimore, Maryland, which is managed by an independent third party management company. The management agreement with Hekemian, effective November 1, 2001, requires the payment of management fees equal to 4% to 5% of rents collected. Such fees, charged to operations, were approximately $1,898,000 and $1,806,000 for the nine months ended July 31, 2019 and 2018, respectively, and approximately $643,000 and $612,000 for the three months ended July 31, 2019 and 2018, respectively. In addition, the management agreement provides for the payment to Hekemian of leasing commissions, as well as the reimbursement of operating expenses incurred on behalf of FREIT. Such commissions and reimbursements amounted to approximately $447,000 and $591,000 for the nine months ended July 31, 2019 and 2018, respectively, and $136,000 and $321,000 for the three months ended July 31, 2019 and 2018, respectively. The management agreement expires on October 31, 2019, and is automatically renewed for successive periods of two years unless either party gives not less than six (6) months prior notice of non-renewal. The Trust did not give notice of non-renewal.

FREIT also uses the resources of the Hekemian insurance department to secure various insurance coverages for its properties and subsidiaries. Hekemian is paid a commission for these services. Such commissions were charged to operations and amounted to approximately $129,000 and $161,000 for the nine months ended July 31, 2019 and 2018, respectively, and $80,000 and $112,000 for the three months ended July 31, 2019 and 2018, respectively.

From time to time, FREIT engages Hekemian to provide additional services, such as consulting services related to development, property sales and financing activities of FREIT. Separate fee arrangements may be negotiated between Hekemian and FREIT with respect to such additional services. Such fees incurred during the nine months ended July 31, 2019 and 2018 were approximately $131,250 and $1,195,000, respectively, and $0 for the three months ended July 31, 2019 and 2018, respectively. Fees incurred during Fiscal 2019 related to commissions to Hekemian for the sale of the Patchogue property. Fees incurred during Fiscal 2018 related to commissions to Hekemian for the following: $522,500 for the purchase of the Station Place property; $400,000 for the refinancing of the Grande Rotunda, LLC loan; $240,000 for the refinancing of the Pierre Towers, LLC loan; $32,500 for the renewal of FREIT’s line of credit.

In Fiscal 2007, FREIT’s Board of Trustees approved and FREIT executed a development fee agreement for the Rotunda redevelopment project for the development services to be provided by Hekemian Development Resources, LLC (“Resources”), a wholly-owned subsidiary of Hekemian. As part of this agreement, the Board approved the payment of a fee to Resources in the amount of $1.4 million in connection with the revision to the scope of the Rotunda redevelopment project. Grande Rotunda, LLC paid $500,000 of this fee to Resources in Fiscal 2013 and the balance of $900,000 became due upon the issuance of a certificate of occupancy for the multi-family portion of this project. A final certificate of occupancy was issued in Fiscal 2016; however, Resources agreed to defer the payment of the $900,000 balance of this fee. Grande Rotunda, LLC paid the $900,000 portion of this fee to Resources in February 2018 in connection with the refinancing of the Wells Fargo construction loan for the Rotunda property with a new loan from Aareal Capital Corporation. Additionally, Grande Rotunda, LLC paid Resources the amount of approximately $45,000 representing a mutually agreed upon amount of interest on the $900,000 portion of the fee for the period during which Hekemian Resources had agreed to defer payment thereof.

Robert S. Hekemian, the Chairman of the Board and Chief Executive Officer of Hekemian, is the former Chairman and Chief Executive Officer of FREIT. Mr. Hekemian retired as Chairman and Chief Executive Officer of FREIT effective upon the conclusion of FREIT’s 2018 Annual Meeting of Shareholders held on April 5, 2018 (the “2018 Annual Meeting”). Robert S. Hekemian, Jr., the President of Hekemian, is a Trustee of FREIT, and succeeded Robert S. Hekemian as Chief Executive Officer of FREIT effective upon the conclusion of the 2018 Annual Meeting. David Hekemian, a Principal of Hekemian, was elected as a Trustee of FREIT at the 2018 Annual Meeting. On February 7, 2019, Donald W. Barney retired and resigned as President, Chief Financial Officer, Treasurer and a Trustee of FREIT. The Board of Trustees appointed Allan Tubin, the Chief Financial Officer of Hekemian, as the Chief Financial Officer and Treasurer of the Trust and Robert S. Hekemian, Jr. as President of the Trust. As a result, Robert S. Hekemian, Jr. holds the offices of both Chief Executive Officer and President of FREIT.

Trustee fee expense (including interest) incurred by FREIT for the nine months ended July 31, 2019 and 2018 was approximately $164,000 and $309,000, respectively, for Robert S. Hekemian, $286,000 and $96,000, respectively, for Robert S. Hekemian, Jr., $14,000 and $0, respectively, for Allan Tubin and $41,000 and $16,000, respectively, for David Hekemian. Trustee fee expense (including interest) incurred by FREIT for the three months ended July 31, 2019 and 2018 was approximately $51,000 and $54,000, respectively, for Robert S. Hekemian, $93,000 and $54,000, respectively, for Robert S. Hekemian, Jr., $8,000 and $0,

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respectively, for Allan Tubin and $14,000 and $13,000, respectively, for David Hekemian (See Note 13 to FREIT’s condensed consolidated financial statements).

Pursuant to the terms of a Consulting Agreement between Robert S. Hekemian and the Trust, Mr. Hekemian will continue to serve the Trust in a consulting capacity effective April 5, 2018. The Consulting Agreement has a term of four years and obliges Mr. Hekemian to provide advice and consultation with respect to matters pertaining to FREIT and its subsidiaries, affiliates, assets and business for no fewer than 30 hours per month during the term of the agreement. FREIT will pay Mr. Hekemian a consulting fee of $5,000 per month during the term of the Consulting Agreement, which shall be payable in the form of Shares on a quarterly basis (i.e. in quarterly installments of $15,000). The number of Shares to be issued for each quarterly installment of the consulting fee will be determined by dividing the dollar amount of the consulting fee by the closing price of one Share on the OTC Pink Open Market as of the close of trading on the last trading day of the calendar quarter with respect to which such consulting fee is payable. For the nine months ended July 31, 2019 and 2018, consulting fee expense for Robert S. Hekemian was approximately $45,000 and $19,200, respectively. For the three months ended July 31, 2019 and 2018, consulting fee expense for Robert S. Hekemian was approximately $15,000 and $15,000, respectively.

Rotunda 100, LLC owns a 40% minority equity interest in Grande Rotunda, LLC and FREIT owns a 60% equity interest in Grande Rotunda, LLC. Damascus 100, LLC owns a 30% minority equity interest in Damascus Centre, LLC and FREIT owns a 70% equity interest in Damascus Centre, LLC. The equity owners of Rotunda 100, LLC and Damascus 100, LLC are principally employees of Hekemian. To incentivize the employees of Hekemian, FREIT advanced, only to employees of Hekemian, up to 50% of the amount of the equity contributions that the Hekemian employees were required to invest in Rotunda 100, LLC and Damascus 100, LLC. These advances were in the form of secured loans that bear interest at rates that float at 225 basis points over the ninety (90) day LIBOR, as adjusted each November 1, February 1, May 1 and August 1. These loans are secured by the Hekemian employees’ interests in Rotunda 100 and Damascus 100, and are full recourse loans. The notes originally had maturity dates at the earlier of (a) ten (10) years after issue (Grande Rotunda, LLC – 6/19/2015, Damascus Centre, LLC – 9/30/2016), or, (b) at the election of FREIT, ninety (90) days after the borrower terminates employment with Hekemian, at which time all outstanding unpaid principal and interest is due. On June 4, 2015, the Board approved an extension of the maturity date of the secured loans to occur the earlier of (a) June 19, 2018 or (b) five days after the closing of a permanent mortgage loan secured by the Rotunda property. On December 7, 2017, the Board approved a further extension of the maturity dates of these loans to the date or dates upon which distributions of cash are made by Grande Rotunda, LLC to its members as a result of a refinancing or sale of Grande Rotunda, LLC or the Rotunda property.

In the fourth quarter of Fiscal 2018, the Damascus 100 members repaid their secured notes outstanding in full for a total payment of $1,870,000, which was composed of principal in the amount of $1,451,000 and accrued interest in the amount of approximately $419,000. As of July 31, 2019, and October 31, 2018, only the principal and accrued interest on the secured notes receivable with Rotunda 100 members was outstanding. As such, the aggregate outstanding principal balance of the notes was $4,000,000 at both July 31, 2019 and October 31, 2018. The accrued but unpaid interest related to these notes as of July 31, 2019 and October 31, 2018 amounted to approximately $1,007,000 and $862,000, respectively, and is included in accounts receivable on the accompanying condensed consolidated balance sheets.

In Fiscal 2017, Grande Rotunda, LLC incurred substantial expenditures at the Rotunda property related to retail tenant improvements, leasing costs and operating expenditures which, in the aggregate, exceeded revenues as the property was still in the rent up phase and the construction loan held with Wells Fargo at that time was at its maximum level, with no additional funding available to draw. Accordingly, the equity owners in Grande Rotunda, LLC (FREIT with a 60% ownership and Rotunda 100 with a 40% ownership) contributed their respective pro-rata share of any cash needs through loans to Grande Rotunda, LLC. As of July 31, 2019 and October 31, 2018, Rotunda 100 has funded Grande Rotunda, LLC with approximately $5.6 million and $5.4 million (including interest), respectively, which is included in “Due to affiliate” on the accompanying condensed consolidated balance sheets.

Note 8 – Mortgage financings and line of credit:

On April 3, 2019, WestFREIT, Corp. (owned 100% by FREIT) exercised its option to extend its loan held by M&T Bank, with an outstanding balance of approximately $22.5 million, for twelve months. Effective beginning on June 1, 2019, the extension of this loan secured by the Westridge Square Shopping Center, requires monthly principal payments of $47,250 plus interest based on a floating interest rate equal to 240 basis points over the one-month LIBOR and has a maturity date of May 1, 2020.

On February 7, 2018, Grande Rotunda, LLC refinanced its $115.3 million construction loan held by Wells Fargo with a new loan held by Aareal Capital Corporation in the amount of approximately $118.5 million with additional funding available for retail tenant improvements and leasing costs in the amount of $3,380,000. This refinancing paid off the loan previously held by Wells Fargo, funded loan closing costs and paid the amount due to Hekemian Development Resources for a development fee of $900,000 plus accrued interest of approximately $45,000 (See Note 7 to FREIT’s condensed consolidated financial statements for further details on this fee). This loan is secured by the Rotunda property, bears a floating interest rate at 285 basis points over the one-month LIBOR rate and has a maturity date of February 6, 2021 with two one-year renewal options. As part of this transaction, Grande Rotunda, LLC purchased an interest rate cap on LIBOR for the full amount that can be drawn on this loan of

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$121.9 million, capping the one-month LIBOR rate at 3% for the first two years of this loan. As of July 31, 2019, approximately $118.5 million of this loan facility was drawn down and the interest rate was approximately 5.21%.

On January 8, 2018, Pierre Towers, LLC (“Pierre Towers”), (which is owned by S And A Commercial Associates Limited Partnership (“S&A”), a consolidated subsidiary of FREIT), refinanced its $29.1 million loan held by State Farm with a new mortgage loan from New York Life Insurance in the amount of $48 million. Pierre Towers paid New York Life Insurance a good faith deposit in the amount of $960,000 and was reimbursed by New York Life when the loan was closed in January 2018. The new loan has a term of ten years and bears a fixed interest rate equal to 3.88%. Interest-only payments are required each month for the first five years of the term and thereafter, principal payments plus accrued interest will be required each month through maturity. This refinancing resulted in: (i) a reduction in the annual interest rate from a fixed rate of 5.38% to a fixed rate of 3.88%; and (ii) net refinancing proceeds of approximately $17.2 million (after giving effect to a $1.2 million loan prepayment cost to pay-off the loan held by State Farm) that were distributed to the partners in S&A with FREIT receiving approximately $11.2 million, based on its 65% membership interest in S&A, which can be used for capital expenditures and general corporate purposes.

On December 7, 2017, Station Place on Monmouth, LLC (owned 100% by FREIT) closed on a mortgage loan in the amount of $12,350,000 held by Provident Bank to purchase the Station Place property in Red Bank, New Jersey (see Note 5 to FREIT’s condensed consolidated financial statements). Interest-only payments are required each month for the first two years of the term and thereafter, principal payments plus accrued interest will be required each month through maturity. The loan bears a floating interest rate equal to 180 basis points over the one-month BBA LIBOR with a maturity date of December 15, 2027. In order to minimize interest rate volatility during the term of the loan, Station Place on Monmouth, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 4.35% over the term of the loan.

On January 21, 2019, Station Place on Monmouth, LLC entered into a modification agreement with Provident Bank. The material terms of the modification were: (i) FREIT guarantees $2,350,000 of the outstanding principal balance of the loan; and (ii) the loan’s Debt Service Coverage Ratio (“DSCR”) covenants are reduced to a single test that will be tested semi-annually (commencing with the six-month period ending April 30, 2019) and require a DSCR of 1.2 / 1.0 based on actual debt service. Prior to this modification, the loan’s DSCR covenants were calculated using the greater of the actual debt service or other hypothetical debt service measures, as provided in the loan agreement, that were to be tested quarterly. As previously disclosed in FREIT’s current report on Form 8-K filed with the SEC on January 24, 2019, Station Place had not been in compliance with the loan covenants as of October 31, 2018, and the modification waives all previous non-compliance. If the DSCR should fall below 1.2 / 1.0, Provident Bank, at its discretion, may require a current appraisal of the Station Place property. If the loan balance exceeds 85% loan-to-value (“L-T-V”) based on the appraised value, Station Place may be required to resize the loan to bring the L-T-V into compliance by paying down the outstanding principal balance of the loan, posting a letter of credit, or providing additional collateral to Provident Bank.

On October 27, 2017, FREIT’s revolving line of credit provided by the Provident Bank was renewed for a three-year term ending on October 27, 2020 at which point no further advances shall be permitted and provided the line of credit is not renewed by the lender, the outstanding principal balance of the line of credit shall convert to a commercial term loan maturing on October 31, 2022. Draws against the credit line can be used for working capital needs and standby letters of credit. Draws against the credit line are secured by mortgages on FREIT’s Franklin Crossing Shopping Center in Franklin Lakes, New Jersey and retail space in Glen Rock, New Jersey. The total line of credit was increased from $12.8 million to $13 million and the interest rate on the amount outstanding will be at a floating rate of 275 basis points over the 30-day LIBOR with a floor of 3.75%. As of July 31, 2019 and October 31, 2018, there was no amount outstanding and $13 million was available under the line of credit.

Note 9 – Fair value of long-term debt:

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

($ in Millions)	July 31, 2019	October 31, 2018

Fair Value	$340.1	$338.3

Carrying Value	$339.3	$347.0

Fair values are estimated based on market interest rates at July 31, 2019 and October 31, 2018 and on a discounted cash flow analysis. Changes in assumptions or estimation methods may significantly affect these fair value estimates. The fair value is based on observable inputs (level 2 in the fair value hierarchy as provided by authoritative guidance).

Note 10 - Segment information:

FREIT has determined that it has two reportable segments: commercial properties and residential properties. These reportable segments offer different types of space, have different types of tenants, and are managed separately because each requires different operating strategies and management expertise. The commercial segment is comprised of eight (8) properties, excluding the land and building formerly occupied as a Pathmark supermarket in Patchogue, New York, which was sold on February 8, 2019 (see Note 6 to FREIT’s condensed consolidated financial statements). The residential segment is comprised of eight (8) properties.

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The accounting policies of the segments are the same as those described in Note 1 in FREIT’s Annual Report on Form 10-K for the fiscal year ended October 31, 2018. The chief operating and decision-making group of FREIT's commercial segment, residential segment and corporate/other is comprised of FREIT’s Board of Trustees (“Board”).

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

Real estate rental revenue, operating expenses, NOI and recurring capital improvements for the reportable segments are summarized below and reconciled to condensed consolidated net income attributable to common equity for the nine and three-month periods ended July 31, 2019 and 2018. Asset information is not reported since FREIT does not use this measure to assess performance.

	Nine Months Ended						Three Months Ended
	July 31,						July 31,
	2019			2018			2019			2018
	(In Thousands of Dollars)						(In Thousands of Dollars)
Real estate rental revenue:
Commercial	$	19,865		$	18,990		$	6,786		$	6,424
Residential		24,791			23,805			8,343			8,025
Total real estate rental revenue		44,656			42,795			15,129			14,449

Real estate operating expenses:
Commercial		8,664			8,857			3,013			2,888
Residential		10,512			9,487			3,616			3,620
Total real estate operating expenses		19,176			18,344			6,629			6,508

Net operating income:
Commercial		11,201			10,133			3,773			3,536
Residential		14,279			14,318			4,727			4,405
Total net operating income	$	25,480		$	24,451		$	8,500		$	7,941


Recurring capital improvements - residential	$	(489	)	$	(575	)	$	(204	)	$	(337	)


Reconciliation to condensed consolidated net income attributable to common equity:
Segment NOI	$	25,480		$	24,451		$	8,500		$	7,941
Gain on sale of property		836			—			—			—
Deferred rents - straight lining		313			355			126			182
Investment income		276			201			92			89
Unrealized (loss) gain on interest rate cap contract		(160	)		40			(1	)		21
General and administrative expenses		(3,127	)		(1,748	)		(1,150	)		(556	)
Depreciation		(8,413	)		(8,573	)		(2,806	)		(3,029	)
Financing costs		(13,675	)		(14,108	)		(4,496	)		(4,537	)
Net income		1,530			618			265			111
Net (income) loss attributable to noncontrolling interests in subsidiaries		(86	)		432			(66	)		181
Net income attributable to common equity	$	1,444		$	1,050		$	199		$	292

Note 11 – Income taxes:

FREIT intends to distribute 100% of its ordinary taxable income to its shareholders as dividends for the fiscal year ending October 31, 2019. Accordingly, no provision for federal or state income taxes related to such ordinary taxable income was recorded in FREIT’s condensed consolidated financial statements.

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

As of July 31, 2019, FREIT had no material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended October 31, 2016 remain open to examination by the major taxing jurisdictions to which FREIT is subject.

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Note 12 – Stock option plan:

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

On November 10, 2016, the Board approved the grant of an aggregate of 38,000 non-qualified share options under the Plan to two members of the Board who were appointed to the Board during Fiscal 2016. The options have an exercise price of $21.00 per share, will vest in equal annual installments over a 5-year period and will expire 10 years from the date of grant, which will be November 9, 2026.

On May 3, 2018, the Board approved the grant of an aggregate of 38,000 non-qualified share options under the Plan to two members of the Board who were appointed to the Board during Fiscal 2018. The options have an exercise price of $15.50 per share, will vest in equal annual installments over a 5-year period and will expire 10 years from the date of grant, which will be May 2, 2028.

On March 4, 2019, the Board approved the grant of an aggregate of 5,000 non-qualified share options under the Plan to the Chairman of the Board. The options have an exercise price of $15.00 per share, will vest in equal annual installments over a 5-year period and will expire 10 years from the date of grant, which will be March 3, 2029.

On April 5, 2018, FREIT shareholders approved an amendment to the Plan reserving an additional 300,000 shares for issuance under the Plan. As of July 31, 2019, 442,060 shares are available for issuance under the Plan.

The following table summarizes stock option activity for the nine-month period ended July 31, 2019:

	No. of Options			Weighted Average
	Outstanding			Exercise Price
Options outstanding beginning of period		305,780		$	18.40
Options granted during period		5,000			15.00
Options forfeited/cancelled during period		(40	)		18.45
Options outstanding end of period		310,740		$	18.35
Options vested and expected to vest		303,990
Options exercisable at end of period		218,860

The estimated fair value of options granted during Fiscal 2019 was $2.43 per option. Such value was estimated on the grant date using a binomial lattice option pricing model using the following assumptions:

Expected volatility – 27.69%

Risk-free interest rate – 2.72%

Imputed option life – 6.3 years

Expected dividend yield – 3.82%

The expected volatility over the options’ expected life was based on the historical volatility of the weekly closing price of the Company’s stock over a five (5) year period. The risk-free interest rate was based on the annual yield on the grant date of a zero-coupon U.S. Treasury Bond, the maturity of which equals the option’s expected life. The imputed option life was based on the simplified expected term calculation permitted by the SEC, which defines the expected life as the average of the contractual term of the options and the weighted-average vesting period for all option tranches. The expected dividend yield was based on the Company’s historical dividend yield, exclusive of capital gain dividends. The fair value is based on observable inputs (level 2 in the fair value hierarchy as provided by authoritative guidance).

For the nine-month periods ended July 31, 2019 and 2018, compensation expense related to stock options granted amounted to approximately $104,000 and $95,000, respectively. For the three-month periods ended July 31, 2019 and 2018, compensation expense related to stock options granted amounted to approximately $35,000 and $34,000, respectively. At July 31, 2019, there was approximately $137,000 of unrecognized compensation cost relating to outstanding non-vested stock options to be recognized over the remaining weighted average vesting period of approximately 2.1 years.

The aggregate intrinsic value of options vested and expected to vest and options exercisable at July 31, 2019 was approximately $73,000 and $13,000, respectively.

Note 13 – Deferred fee plan:

On September 4, 2014, the Board approved amendments, effective November 1, 2014, to the FREIT Deferred Fee Plan for its Executive Officers and Trustees, one of which provides for the issuance of share units payable in FREIT shares in respect of (i) deferred amounts of all Trustee fees on a prospective basis; (ii) interest on Trustee fees deferred prior to November 1, 2014 (payable at a floating rate, adjusted quarterly, based on the average 10-year Treasury Bond interest rate plus 150 basis points); and (iii) dividends payable in respect of share units allocated to participants in the Deferred Fee Plan as a result of deferrals described

Page 18

above. The number of share units credited to a participant’s account will be determined by the closing price of FREIT shares on the date as set forth in the Deferred Fee Plan. All fees payable to Trustees for the nine and three-month periods ended July 31, 2019 were deferred under the Deferred Fee Plan except for fees payable to one Trustee, who elected to receive such fees in cash. All fees payable to Trustees for the nine and three-month periods ended July 31, 2018 were deferred under the Deferred Fee Plan except for fees payable to three Trustees, who elected to receive such fees in cash. As a result of the amendment to the Deferred Fee Plan described above, for the nine-month periods ended July 31, 2019 and 2018, the aggregate amounts of deferred Trustee fees together with related interest and dividends were approximately $745,500 and $623,000, respectively, which have been paid through the issuance of 46,070 and 39,835 vested FREIT share units, respectively, based on the closing price of FREIT shares on the dates as set forth in the Deferred Fee Plan.

For the nine-month periods ended July 31, 2019 and 2018, FREIT has charged as expense approximately $677,300 and $609,000, respectively, representing deferred Trustee fees and interest, and the balance of approximately $68,200 and $14,000, respectively, representing dividends payable in respect of share units allocated to Plan participants, has been charged to equity.

Note 14 – Subsequent event:

On August 26, 2019, Berdan Court, LLC (“Berdan Court”), (owned 100% by FREIT), refinanced its $17 million loan with the lender in the amount of $28,815,000. In July 2019, Berdan Court paid a good faith deposit in the amount of $576,300, which is included in prepaid expenses and other assets as of July 31, 2019 in the accompanying condensed consolidated balance sheet, and was reimbursed when the loan was closed in August 2019. This loan, secured by an apartment building located in Wayne, New Jersey, has a term of ten years and bears a fixed interest rate equal to 3.54%. Interest-only payments are required each month for the first five years of the term and thereafter, principal payments plus accrued interest will be required each month through maturity. This refinancing resulted in: (i) a reduction in the annual interest rate from a fixed rate of 6.09% to a fixed rate of 3.54% and (ii) net refinancing proceeds of approximately $11.6 million which can be used for capital expenditures and general corporate purposes.

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

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

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

Although FREIT believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those projected. Such factors include, but are not limited to the following: general economic and business conditions, including the purchase of retail products over the Internet, which will, among other things, affect demand for rental space, the availability of prospective tenants, lease rents, the financial condition of tenants and the default rate on leases, operating and administrative expenses and the availability of financing; adverse changes in FREIT’s real estate markets, including, among other things, competition with other real estate owners, competition confronted by tenants at FREIT’s commercial properties; governmental actions and initiatives; environmental/safety requirements; and risks of real estate development and acquisitions. The risks with respect to the development of real estate include: increased construction costs, inability to obtain construction financing, or unfavorable terms of financing that may be available, unforeseen construction delays and the failure to complete construction within budget.

OVERVIEW

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

The economic and financial environment: The U.S. economy grew an average annualized rate of 2.1% in the second quarter of 2019. Employment remains healthy with an unemployment rate at 3.7% in July 2019 and real income continues to grow at a solid pace. If the U.S. economy continues to improve, the Federal Reserve may continue to increase lending rates which may affect the refinancing of mortgages coming due in the short-term and borrowings for other purposes.

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

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

Special Committee Formation: On March 28, 2019, FREIT announced that its Board of Trustees (the “Board”) established a Special Committee of the Board (the “Special Committee”) to explore strategic alternatives focusing on maximizing shareholder value. The Special Committee is comprised solely of independent Trustees and is charged with exploring potential strategic transactions involving FREIT, including, without limitation, a potential sale of FREIT, a business combination involving FREIT or other alternatives for maximizing shareholder value, and determining whether a potential strategic transaction is in the best interests of FREIT and its shareholders. The members of the Special Committee are Ronald J. Artinian, Richard J. Aslanian, David F. McBride and Justin F. Meng. The Special Committee has engaged HFF Securities L.P. as the Special Committee’s financial advisor, and the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel to the Special Committee. There can be no assurance that the Special Committee’s exploration of potential strategic transactions will result in any transaction being consummated. FREIT does not intend to discuss or disclose any developments with respect to the Special Committee’s functions or activity, unless and until otherwise determined that further disclosure is appropriate or required by regulation or law. There is no formal timetable for the Special Committee’s completion of its exploration of potential strategic transactions.

Development Projects and Capital Expenditures: FREIT continues to make only those capital expenditures that are absolutely necessary. The construction at the Rotunda development project began in September 2013 and, with the exception of retail tenant

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improvements, the redevelopment was substantially completed in the third quarter of Fiscal 2016. By the end of the third quarter of Fiscal 2018, the residential section reached a stabilized level of occupancy of approximately 94%. The retail space continues to lease-up and is approximately 85.7% leased and 84.4% occupied as of July 31, 2019. FREIT expects Rotunda’s operations to stabilize in late 2019.

Debt Financing Availability: Financing has been available to FREIT and its affiliates. On February 7, 2018, Grande Rotunda, LLC refinanced its $115.3 million construction loan held by Wells Fargo with a new loan held by Aareal Capital Corporation in the amount of approximately $118.5 million with additional funding available for retail tenant improvements and leasing costs in the amount of $3,380,000. This refinancing paid off the loan previously held by Wells Fargo, funded loan closing costs and paid the amount due to Hekemian Development Resources for a development fee of $900,000 plus accrued interest of approximately $45,000 (See Note 7 to FREIT’s condensed consolidated financial statements for further details on this fee). This loan is secured by the Rotunda property, bears a floating interest rate at 285 basis points over the one-month LIBOR rate and has a maturity date of February 6, 2021 with two one-year renewal options. As part of this transaction, Grande Rotunda, LLC purchased an interest rate cap on LIBOR for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for the first two years of this loan. As of July 31, 2019, approximately $118.5 million of this loan facility was drawn down and the interest rate was approximately 5.21%.

On January 8, 2018, Pierre Towers, LLC (“Pierre”), owned by S And A Commercial Associates Limited Partnership (“S&A”), which is a consolidated subsidiary, refinanced its $29.1 million loan held by State Farm with a new mortgage loan from New York Life Insurance in the amount of $48 million. Pierre paid New York Life Insurance a good faith deposit in the amount of $960,000, which was reimbursed by New York Life when the loan was closed in January 2018. The new loan has a term of ten years and bears a fixed interest rate equal to 3.88%. Interest-only payments are required each month for the first five years of the term and thereafter, principal payments plus accrued interest will be required each month through maturity. This refinancing resulted in: (i) a reduction in the annual interest rate from a fixed rate of 5.38% to a fixed rate of 3.88%; and (ii) net refinancing proceeds of approximately $17.2 million (after giving effect to a $1.2 million loan prepayment cost to pay-off the loan held by State Farm) that were distributed to the partners in S&A with FREIT receiving approximately $11.2 million, based on its 65% membership interest in S&A, which can be used for capital expenditures and general corporate purposes.

On December 7, 2017, Station Place on Monmouth, LLC (owned 100% by FREIT) closed on a mortgage loan in the amount of $12,350,000 held by Provident Bank to purchase the Station Place property in Red Bank, New Jersey. Interest-only payments are required each month for the first two years of the term and thereafter, principal payments plus accrued interest will be required each month through maturity. The loan bears a floating interest rate equal to 180 basis points over the one-month BBA LIBOR with a maturity date of December 15, 2027. In order to minimize interest rate volatility during the term of the loan, Station Place on Monmouth, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 4.35% over the term of the loan.

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

Operating Cash Flow: FREIT expects that cash provided by operating activities and cash reserves will be adequate to cover mandatory debt service payments (including payments of interest, but excluding balloon payments), real estate taxes, recurring capital improvements at properties and other needs to maintain its status as a REIT for at least a period of one year from the date of filing of this quarterly report on Form 10-Q.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

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

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, the preparation of which takes into account estimates based on judgments and assumptions that affect certain amounts and disclosures. Accordingly, actual results could differ from these estimates. The accounting policies and estimates used, which are outlined in Note 1 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2018, have been applied consistently as of July 31, 2019, and for the nine and three months ended July 31, 2019 and 2018. 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 collectability.

Valuation of Long-Lived Assets: We assess the carrying value of long-lived assets periodically, or whenever events or changes in circumstances indicate that the carrying amounts of certain assets may not be recoverable. When FREIT determines that the carrying value of long-lived assets may be impaired, the measurement of any impairment is based on a projected discounted cash flow method determined by FREIT's management. While we believe that our discounted cash flow methods are reasonable, different assumptions regarding such cash flows may significantly affect the measurement of impairment.

Real Estate Development Costs: It is FREIT’s policy to capitalize pre-development costs, which generally include legal and professional fees and other directly related third-party costs. Real estate taxes and interest costs incurred during the development and construction phases are also capitalized. FREIT ceases capitalization of these costs when the project or portion thereof becomes operational, or when construction has been postponed. In the event of postponement, capitalization of these costs will recommence once construction on the project resumes.

See Note 2 to the condensed consolidated financial statements for recently issued accounting standards.

RESULTS OF OPERATIONS

Real estate revenue for the nine months ended July 31, 2019 (“Current Nine Months”) increased 4.2% to $44,969,000, compared to $43,150,000 for the nine months ended July 31, 2018 (“Prior Year’s Nine Months”). For the three months ended July 31, 2019 (“Current Quarter”), real estate revenue increased 4.3% to $15,255,000, compared to $14,631,000 for the three months ended July 31, 2018 (“Prior Year’s Quarter”). The increase in revenue was primarily attributable to an increase in the average occupancy rate at the Rotunda property resulting from the lease-up of the new residential units and retail space at the property.

Net income attributable to common equity (“net income-common equity”) for the Current Nine Months and Current Quarter was $1,444,000 ($0.21 per share basic and diluted) and $199,000 ($0.03 per share basic and diluted), compared to $1,050,000 ($0.15 per share basic and diluted) and $292,000 ($0.04 per share basic and diluted) for the Prior Year’s comparable periods, respectively.

Adjusted net income for the Current Nine Months and Current Quarter was $694,000 ($0.10 per share basic and diluted) and $265,000 ($0.04 per share basic and diluted), compared to $618,000 ($0.09 per share basic and diluted) and $111,000 ($0.02 per

Page 22

share basic and diluted) for the Prior Year’s comparable periods, respectively. Adjusted income is a non-GAAP measure, which management believes is a useful and meaningful gauge to investors of our operating performance, since it excludes the impact of unusual and infrequent items specifically: a gain related to the sale of the property in Patchogue, New York in Fiscal 2019. The slight increase in adjusted net income for the Current Nine Months was primarily driven by the following: real estate tax credits and refunds related to the Icon at the Rotunda property in the amount of approximately $1.1 million received in the Prior Year’s Nine Months related to Fiscal 2017 (with a consolidated impact to FREIT of approximately $0.7 million); Special Committee expenses in the amount of approximately $1 million related to advisory and legal fees incurred in the Current Nine Months; interest expense increase on the loan on the Rotunda property in the amount of approximately $0.6 million resulting from an increase in interest rates and the loan amount; offset by an increase in revenue of approximately $1.8 million as explained above and the Prior Year’s Nine Months being burdened by a $1.2 million loan prepayment cost (with a consolidated impact to FREIT of $0.8 million) related to the Pierre Towers, LLC loan refinancing. The increase in adjusted net income for the Current Quarter was primarily driven by an increase in revenue of approximately $0.6 million as explained above offset by Special Committee expenses in the amount of approximately $0.4 million related to advisory and legal fees incurred in the Current Quarter. Refer to the segment disclosure below for a more detailed discussion on the financial performance of FREIT’s commercial and residential segments.)

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

	Nine Months Ended									Three Months Ended
	July 31,									July 31,
	2019			2018			Change			2019			2018			Change
	(In Thousands of Dollars)									(In Thousands of Dollars)
Income from real estate operations:
Commercial properties	$	11,529		$	10,548		$	981		$	3,904		$	3,738		$	166
Residential properties		14,264			14,258			6			4,722			4,385			337
Total income from real estate operations		25,793			24,806			987			8,626			8,123			503

Financing costs:
Fixed rate mortgages		(6,726	)		(7,933	)		1,207			(2,218	)		(2,325	)		107
Floating rate mortgages		(5,625	)		(3,579	)		(2,046	)		(1,860	)		(1,767	)		(93	)
Floating rate - Rotunda construction loan		—			(1,321	)		1,321			—			—			—
Credit line		—			(28	)		28			—			—			—

Other - Corporate interest		(460	)		(491	)		31			(145	)		(155	)		10
Mortgage cost amortization		(864	)		(756	)		(108	)		(273	)		(290	)		17
Total financing costs		(13,675	)		(14,108	)		433			(4,496	)		(4,537	)		41

Investment income		276			201			75			92			89			3
Unrealized (loss) gain on interest rate cap contract		(160	)		40			(200	)		(1	)		21			(22	)

General & administrative expenses:
Accounting fees		(513	)		(400	)		(113	)		(220	)		(123	)		(97	)
Legal and professional fees		(117	)		(108	)		(9	)		(40	)		(20	)		(20	)
Trustees and consultant fees		(889	)		(754	)		(135	)		(270	)		(259	)		(11	)
Stock option expense		(104	)		(95	)		(9	)		(35	)		(34	)		(1	)
Special committee expenses		(1,018	)		—			(1,018	)		(432	)		—			(432	)
Corporate expenses		(486	)		(391	)		(95	)		(153	)		(120	)		(33	)
Total general & administrative expenses		(3,127	)		(1,748	)		(1,379	)		(1,150	)		(556	)		(594	)

Depreciation		(8,413	)		(8,573	)		160			(2,806	)		(3,029	)		223
Adjusted net income		694			618			76			265			111			154

Gain on sale of property		836			—			836			—			—			—
Net income		1,530			618			912			265			111			154

Net (income) loss attributable to noncontrolling interests in subsidiaries		(86	)		432			(518	)		(66	)		181			(247	)

Net income attributable to common equity	$	1,444		$	1,050		$	394		$	199		$	292		$	(93	)

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

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SEGMENT INFORMATION

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

	Commercial										Residential												Combined
	Nine Months Ended July 31,				Increase (Decrease)						Nine Months Ended July 31,						Increase (Decrease)						Nine Months Ended July 31,
		2019		2018	$			%				2019		2018		$				%				2019		2018
	(In Thousands)										(In Thousands)												(In Thousands)

Rental income	$	15,208	$	14,540	$	668			4.6	%	$	24,374	$		23,312		$	1,062			4.6	%	$	39,582	$	37,852
Reimbursements		4,594		4,361		233			5.3	%		102			67			35			52.2	%		4,696		4,428
Other		63		89		(26	)		-29.2	%		315			426			(111	)		-26.1	%		378		515
Total revenue		19,865		18,990		875			4.6	%		24,791			23,805			986			4.1	%		44,656		42,795
Operating expenses		8,664		8,857		(193	)		-2.2	%		10,512			9,487			1,025			10.8	%		19,176		18,344
Net operating income	$	11,201	$	10,133	$	1,068			10.5	%	$	14,279	$		14,318		$	(39	)		-0.3	%		25,480		24,451
Gain on sale of property	$	836	$	—	$	836			100.0	%	$	—	$		—		$	—			0.0	%		836		—

Average Occupancy %		81.4%*		80.3%*					1.1	%		95.3%			94.0%						1.3	%

Reconciliation to condensed consolidated net income-common equity:
Deferred rents - straight lining		313			355
Investment income		276			201
Unrealized (loss) gain on interest rate cap contract		(160	)		40
General and administrative expenses		(3,127	)		(1,748	)
Depreciation		(8,413	)		(8,573	)
Financing costs		(13,675	)		(14,108	)
Net income		1,530			618
Net (income) loss attributable to noncontrolling interests in subsidiaries		(86	)		432
Net income attributable to common equity	$	1,444		$	1,050

	Commercial										Residential										Combined
	Three Months Ended July 31,				Increase (Decrease)						Three Months Ended July 31,				Increase (Decrease)						Three Months Ended July 31,
		2019		2018	$			%				2019		2018	$			%				2019		2018
	(In Thousands)										(In Thousands)										(In Thousands)
Rental income	$	5,096	$	4,968	$	128			2.6	%	$	8,187	$	7,886	$	301			3.8	%	$	13,283	$	12,854
Reimbursements		1,666		1,411		255			18.1	%		35		30		5			16.7	%		1,701		1,441
Other		24		45		(21	)		-46.7	%		121		109		12			11.0	%		145		154
Total revenue		6,786		6,424		362			5.6	%		8,343		8,025		318			4.0	%		15,129		14,449
Operating expenses		3,013		2,888		125			4.3	%		3,616		3,620		(4	)		-0.1	%		6,629		6,508
Net operating income	$	3,773	$	3,536	$	237			6.7	%	$	4,727	$	4,405	$	322			7.3	%		8,500		7,941
Gain on sale of property	$	—	$	—	$	—			0.0	%	$	—	$	—	$	—			0.0	%		—		—

Average Occupancy %		81.6%*		81.4%*					0.2	%		95.6%		94.6%					1.0	%

Reconciliation to condensed consolidated net income-common equity:
Deferred rents - straight lining		126			182
Investment income		92			89
Unrealized (loss) gain on interest rate cap contract		(1	)		21
General and administrative expenses		(1,150	)		(556	)
Depreciation		(2,806	)		(3,029	)
Financing costs		(4,496	)		(4,537	)
Net income		265			111
Net (income) loss attributable to noncontrolling interests in subsidiaries		(66	)		181
Net income attributable to common equity	$	199		$	292

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

NOI is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes deferred rents (straight lining), depreciation, financing costs and other items. FREIT assesses and measures segment operating results based on NOI.

Same Property NOI: FREIT considers same property net operating income (“Same Property NOI”) to be a useful supplemental non-GAAP measure of its operating performance. FREIT defines same property within both the commercial and residential segments to be those properties that FREIT has owned and operated for both the current and prior periods presented, excluding those properties that FREIT acquired or redeveloped during those periods. Any newly acquired property that has been in operation for less than a year, any property that is undergoing a major redevelopment but may still be in operation at less than full capacity, and/or any property that has been sold is not considered same property.

NOI and Same Property NOI are non-GAAP financial measures and are not measures of operating results or cash flow as measured by GAAP, and are not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.

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COMMERCIAL SEGMENT

The commercial segment contains eight (8) properties, excluding the Patchogue, New York property sold in February 2019. Seven of these properties are multi-tenanted retail or office centers, and one is single tenanted on land located in Rockaway, New Jersey owned by FREIT from which it receives monthly rental income from a tenant who has built and operates a bank branch on the land. On February 8, 2019, FREIT sold a commercial building, formerly occupied as a Pathmark supermarket in Patchogue, New York for a sales price of $7.5 million. The sale of this property, which had a carrying value of approximately $6.2 million, resulted in a gain of approximately $0.8 million net of sales fees and commissions. Net cash proceeds of approximately $2 million were realized after paying off the related mortgage on this property in the amount of approximately $5.2 million. The sale of this property eliminates an operating loss of approximately $0.8 million ($0.12 per share) incurred, annually, since Pathmark vacated in December 2015 (see Note 6 to FREIT’s condensed consolidated financial statements for further details).

As indicated in the tables above under the caption Segment Information, total revenue from FREIT’s commercial segment for the Current Nine Months and Current Quarter increased by 4.6% and 5.6%, respectively, and NOI increased by 10.5% and 6.7%, respectively, as compared to the Prior Year’s comparable periods. Average occupancy for all commercial properties increased by 1.1% and 0.2%, respectively, as compared to the Prior Year’s comparable periods. The increase in revenue and NOI was primarily attributable to an increase in occupancy at the Rotunda property resulting from the lease-up of the new retail space from an average annual occupancy 72.3% in the Prior Year’s Nine Months to 81.6% in the Current Nine Months.

Same Property Operating Results: FREIT’s commercial segment currently contains eight (8) same properties. (See definition of same property under Segment Information above.) The Patchogue property was excluded from same property results for all periods presented because this property was sold in February 2019. Same property revenue for the Current Nine Months and Current Quarter increased by 4.6% and 5.6%, respectively, and same property NOI increased by 8.7% and 4.3%, respectively, as compared to the Prior Year’s comparable periods. The changes resulted from the factors discussed in the immediately preceding paragraph.

Leasing: The following tables reflect leasing activity at FREIT’s commercial properties for comparable leases (leases executed for spaces in which there was a tenant at some point during the previous twelve-month period) and non-comparable leases for the Current Nine Months:

RETAIL:	Number of Leases		Lease Area (Sq. Ft.)		Weighted Average Lease Rate (per Sq. Ft.)		Weighted Average Prior Lease Rate (per Sq. Ft.)		% Increase (Decrease)			Tenant Improvement Allowance (per Sq. Ft.) (a)		Lease Commissions (per Sq. Ft.) (a)

Comparable leases (b)		20		61,342	$	19.22	$	19.30		-0.4	%	$	0.27	$	0.57

Non-comparable leases		7		9,534	$	33.29		N/A		N/A		$	2.61	$	1.62

Total leasing activity		27		70,876

OFFICE:	Number of Leases		Lease Area (Sq. Ft.)		Weighted Average Lease Rate (per Sq. Ft.)		Weighted Average Prior Lease Rate (per Sq. Ft.)		% Increase (Decrease)			Tenant Improvement Allowance (per Sq. Ft.) (a)		Lease Commissions (per Sq. Ft.) (a)

Comparable leases (b)		11		25,094	$	32.48	$	29.38		10.6	%	$	0.46	$	0.78

Non-comparable leases		3		11,840	$	25.81		N/A		N/A		$	5.25	$	1.83

Total leasing activity		14		36,934

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

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

RESIDENTIAL SEGMENT

FREIT currently operates eight (8) multi-family apartment buildings or complexes totaling 1,437 apartment units. On December 7, 2017, FREIT completed the acquisition of Station Place, a residential apartment complex consisting of one building with 45 units, located in Red Bank, New Jersey through Station Place on Monmouth, LLC (FREIT’s 100% owned consolidated subsidiary). FREIT identified Station Place as the replacement property for the Hammel Gardens property located in Maywood, New Jersey that FREIT sold on June 12, 2017, which completed the like-kind exchange pursuant to Section 1031 of the Internal Revenue Code (see Note 5 to FREIT’s condensed consolidated financial statements for further details).

As indicated in the tables above under the caption Segment Information, total revenue from FREIT’s residential segment for the Current Nine Months and Current Quarter increased by 4.1% and 4%, respectively, and NOI decreased by 0.3% and increased by 7.3%, respectively, as compared to the Prior Year’s comparable periods. The increase in revenue for the Current Nine Months and Current Quarter was primarily driven by an increase in the average annual occupancy at the Icon (the residential portion of the Rotunda property in Baltimore, Maryland) to 94.8% and 94.5% in the Current Nine Months and Current Quarter, respectively, as compared to 90.3% and 93.8% in the Prior Year’s comparable periods. The slight decrease in NOI for the Current Nine Months was primarily attributed to the real estate tax credits and refunds related to the Icon property at the Rotunda in the amount of

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$1.1 million received in the Prior Year’s Nine Months related to Fiscal 2017 (with a consolidated impact to FREIT of approximately $0.7 million) offset by a $1 million increase in revenue as explained above. The increase in NOI for the Current Quarter was primarily attributed to an $0.3 million increase in revenue as explained above. Average occupancy for all residential properties for the Current Nine Months and Current Quarter increased approximately 1.3% and 1%, respectively, over the Prior Year’s comparable periods.

Same Property Operating Results: FREIT’s residential segment currently contains seven (7) same properties. (See definition of same property under Segment Information above.) The Station Place property is not included as same property, since it is a newly acquired property that had been in operation for less than a year in fiscal 2018. For the Current Nine Months and Current Quarter, same property revenue increased by 4% and 4.1%, respectively, and NOI decreased by 0.2% and increased by 7.6%, respectively, as compared to the Prior Year’s comparable periods. Average occupancy for same properties increased approximately 1.5% and 0.9%, respectively, over the Prior Year’s comparable periods. The changes resulted from the factors discussed in the immediately preceding paragraph.

FREIT’s residential revenue is principally composed of monthly apartment rental income. Total rental income is a factor of occupancy and monthly apartment rents. Monthly average residential rents, (excluding from both periods presented for comparability purposes, the Station Place property which was a newly acquired property that had been in operation for less than a year in fiscal 2018 and the Icon which reached a stabilized occupancy rate in the third quarter of the prior year), at the end of the Current Quarter and the Prior Year’s Quarter were $1,936 and $1,894, 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 $235,000 and $224,000, respectively.

Capital expenditures: Since all of FREIT’s apartment communities, with the exception of the Boulders, Regency, Icon and Station Place properties, were constructed more than 25 years ago, FREIT tends to spend more in any given year on maintenance and capital improvements than may be spent on newer properties. Funds for these capital projects will be available from cash flow from the property's operations and cash reserves. In April 2018, Pierre Towers, LLC (“Pierre”), a consolidated subsidiary, entered into an agreement with Public Service Electric & Gas Company (“PSE&G”), whereby PSE&G funded a project to make certain upgrades at the Pierre property located in Hackensack, New Jersey, which included boiler replacement, replacement of interior and exterior lighting fixtures and minor lighting controls in apartment lighting. PSE&G funded 100% of this project at a total cost of approximately $926,000 and the project was completed in December 2018. Per the reimbursement agreement, Pierre Towers, LLC will reimburse PSE&G for approximately $314,000 of this cost on a monthly basis over a five-year term with no interest.

FINANCING COSTS

	Nine Months Ended July 31,				Three Months Ended July 31,
	2019		2018		2019		2018
	(In Thousands of Dollars)				(In Thousands of Dollars)
Fixed rate mortgages (a):
1st Mortgages
Existing	$	6,726	$	6,638	$	2,218	$	1,720
New		—		1,295		—		605
Variable rate mortgages:
1st Mortgages
Existing		5,625		783		1,860		280
New		—		2,796		—		1,487
Construction loan-Rotunda		—		1,321		—		—
Credit line		—		28		—		—
Other		460		491		145		155
Total financing costs, gross		12,811		13,352		4,223		4,247
Amortization of mortgage costs		864		756		273		290
Total financing costs	$	13,675	$	14,108	$	4,496	$	4,537

(a) Includes the effect of interest rate swap contracts which effectively convert the floating interest rate to a fixed interest rate over the term of the loan.

Total financing costs for the Current Nine Months decreased by approximately $433,000 or 3.1% as compared to the Prior Year’s Nine Months, which was primarily driven by a $1 million decrease in interest expense on the Pierre Towers, LLC loan driven by the Prior Year’s Nine Months being burdened by a $1.2 million loan prepayment cost (with a consolidated impact to FREIT of $0.8 million) related to the loan refinancing offset by an increase of approximately $0.6 million in interest expense on the Grande Rotunda, LLC loan resulting from an increase in the one-month LIBOR rate and loan amount. Total financing costs for the Current Quarter increased by approximately $41,000 or 0.9% as compared to the Prior Year’s Quarter. (See Note 8 to FREIT’s condensed consolidated financial statements for further details.)

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GENERAL AND ADMINISTRATIVE EXPENSES (“G & A”)

G&A expense for the Current Nine Months and Current Quarter was $3,127,000 and $1,150,000, respectively, compared to $1,748,000 and $556,000, respectively for the Prior Year’s comparable periods. The primary components of G&A are accounting/auditing fees, legal and professional fees, Trustees’ and consultant fees, and Special Committee fees. The increase in G&A expense in the Current Nine Months and Current Quarter was primarily attributed to expenses incurred by the Special Committee related to advisory and legal fees incurred.

DEPRECIATION

Depreciation expense from operations for the Current Nine Months and Current Quarter was $8,413,000 and $2,806,000, respectively, compared to $8,573,000 and $3,029,000, respectively, for the Prior Year’s comparable periods. The slight decrease in depreciation for the Current Nine Months and Current Quarter was primarily attributable to lower depreciation expense resulting from the sale of the Patchogue property in February 2019. (See Note 6 to FREIT’s condensed consolidated financial statements for further details.)

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $11 million for the Current Nine Months compared to $7.8 million for the Prior Year’s Nine Months. FREIT expects that cash provided by operating activities and cash reserves will be adequate to cover mandatory debt service payments (including payments of interest, but excluding balloon payments), real estate taxes, recurring capital improvements at properties and other needs to maintain its status as a REIT for at least a period of one year from the date of filing of this quarterly report on Form 10-Q.

As of July 31, 2019, FREIT had cash, cash equivalents and restricted cash totaling $30.9 million, compared to $26.4 million at October 31, 2018. The increase in cash for the Current Nine Months is primarily attributable to $11 million in net cash provided by operating activities, $4.8 million in net cash provided by investing activities including capital expenditures offset by $11.3 million in net cash used in financing activities.

On February 8, 2019, FREIT sold a commercial building, formerly occupied as a Pathmark supermarket in Patchogue, New York for a sales price of $7.5 million. The sale of this property, which had a carrying value of approximately $6.2 million, resulted in a gain of approximately $0.8 million net of sales fees and commissions. Net cash proceeds of approximately $2 million were realized after paying off the related mortgage on this property in the amount of approximately $5.2 million. In connection with and in anticipation of the closing of the sale of the Patchogue property, FREIT declared a one-time special dividend of $0.10 per share in the first quarter of Fiscal 2019. The sale of this property eliminates an operating loss of approximately $0.8 million ($0.12 per share) incurred, annually, since Pathmark vacated in December 2015. (See Note 6 to FREIT’s condensed consolidated financial statements.)

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

On December 7, 2017, FREIT completed the acquisition of Station Place, a residential apartment complex consisting of one building with 45 units, located in Red Bank, New Jersey through Station Place on Monmouth, LLC (FREIT’s 100% owned consolidated subsidiary). FREIT identified Station Place as a replacement property for the Hammel Gardens property that FREIT sold on June 12, 2017 to complete the like-kind exchange transaction under Section 1031 of the Internal Revenue Code. Station Place is part of FREIT’s residential segment. The acquisition cost was $19,550,000 (inclusive of approximately $550,000 of transaction costs capitalized as part of the asset acquisition), which was funded in part with $7 million in net proceeds from the sale of the Hammel Gardens property, and the remaining balance of $12,350,000 (inclusive of the transaction costs) was funded by Station Place on Monmouth, LLC through long-term financing for this property from Provident Bank. (See Note 5 to FREIT’s condensed consolidated financial statements.)

FREIT owns and operates an 87,661 square foot shopping center located in Franklin Lakes, New Jersey, the anchor tenant of which is Stop & Shop. On July 26, 2017, Stop & Shop entered into a lease modification with FREIT whereby the tenant exercised its option to renew the lease for a ten-year period with a right of the tenant to terminate the lease at any time during the fifth year if the store does not meet certain sales volume levels set forth in the modification. This lease modification, which provided for a $250,000 reduction in annual rent, has adversely affected and will adversely affect FREIT’s future operating results.

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100, LLC with a 40% ownership) contributed their respective pro-rata share of any cash needs through loans to Grande Rotunda, LLC. As of July 31, 2019 and October 31, 2018, Rotunda 100, LLC has funded Grande Rotunda, LLC with approximately $5.6 million and $5.4 million (including interest), respectively, which is included in “Due to affiliate” on the accompanying condensed consolidated balance sheets.

On April 22, 2016, Damascus Centre, LLC was able to take-down a second tranche of its loan held with People’s United Bank in the amount of $2,320,000, of which approximately $470,000 was readily available and the remaining $1,850,000 was held in escrow. In July 2018, these funds totaling $1,850,000 were released from escrow by the bank and became readily available to Damascus, Centre LLC. Damascus Centre, LLC distributed amounts due to FREIT and Damascus 100 and Damascus 100 in turn repaid FREIT the secured loans receivable plus accrued interest in the amount of approximately $1.9 million.

Credit Line: On October 27, 2017, FREIT’s revolving line of credit provided by the Provident Bank was renewed for a three-year term ending on October 27, 2020 at which point no further advances shall be permitted and provided the line of credit is not renewed by the lender, the outstanding principal balance of the line of credit shall convert to a commercial term loan maturing on October 31, 2022. Draws against the credit line can be used for working capital needs and standby letters of credit. Draws against the credit line are secured by mortgages on FREIT’s Franklin Crossing Shopping Center in Franklin Lakes, New Jersey and retail space in Glen Rock, New Jersey. The total line of credit was increased from $12.8 million to $13 million and the interest rate on the amount outstanding will be at a floating rate of 275 basis points over the 30-day LIBOR with a floor of 3.75%. As of July 31, 2019 and October 31, 2018, there was no amount outstanding and $13 million was available under the line of credit.

As at July 31, 2019, FREIT’s aggregate outstanding mortgage debt was $342 million, which bears a weighted average interest rate of 4.72% and an average life of approximately 3.9 years. FREIT’s fixed rate mortgages are subject to amortization schedules that are longer than the terms of the mortgages. As such, balloon payments (unpaid principal amounts at mortgage due date) for all mortgage debt will be required as follows:

Fiscal Year	2019	2020	2021	2022	2023	2024	2025	2026	2028	2029
($ in millions)
Mortgage "Balloon" Payments	$0 (A)	$21.9	$137.6 (B)	$14.4	$34.4	$9.0	$13.9	$18.2	$53.9	$25.9 (A)

(A) Loan on Berdan Court property located in Wayne, New Jersey, was refinanced on August 26, 2019. Balloon payment on new loan is included in Fiscal Year 2029.

(B) Includes loan on the Rotunda property located in Baltimore, Maryland in the amount of approximately $118.5 million refinanced with Aareal Capital Corporation on February 7, 2018.

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

($ in Millions)	July 31, 2019	October 31, 2018

Fair Value	$340.1	$338.3

Carrying Value	$339.3	$347.0

FREIT expects to refinance the individual mortgages with new mortgages when their terms expire. To this extent FREIT has exposure to interest rate risk. If interest rates, at the time any individual mortgage note is due, are higher than the current fixed interest rate, higher debt service may be required, and/or refinancing proceeds may be less than the amount of mortgage debt being retired. For example, at July 31, 2019, a 1% interest rate increase would reduce the fair value of FREIT’s debt by $8 million, and a 1% decrease would increase the fair value by $8.6 million.

FREIT believes that the values of its properties will be adequate to command refinancing proceeds equal to or higher than the mortgage debt to be refinanced. FREIT continually reviews its debt levels to determine if additional debt can prudently be utilized for property acquisitions for its real estate portfolio that will increase income and cash flow to shareholders.

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On December 7, 2017, Station Place on Monmouth, LLC (owned 100% by FREIT) closed on a mortgage loan in the amount of $12,350,000 held by Provident Bank to purchase the Station Place property in Red Bank, New Jersey. Interest-only payments are required each month for the first two years of the term and thereafter, principal payments plus accrued interest will be required each month through maturity. The loan bears a floating interest rate equal to 180 basis points over the one-month BBA LIBOR with a maturity date of December 15, 2027. In order to minimize interest rate volatility during the term of the loan, Station Place on Monmouth, LLC entered into an interest rate swap agreement that, in effect, converted the floating interest rate to a fixed interest rate of 4.35% over the term of the loan. On January 21, 2019, Station Place on Monmouth, LLC entered into a modification agreement with Provident Bank to modify the loan’s DSCR covenants. (See Note 8 to the condensed consolidated financial statements.)

Interest rate swap contracts: To reduce interest rate volatility, FREIT uses a “pay fixed, receive floating” interest rate swap to convert floating interest rates to fixed interest rates over the term of a certain loan. FREIT enters into these swap contracts with a counterparty that is usually a high-quality commercial bank. In essence, FREIT agrees to pay its counterparties a fixed rate of interest on a dollar amount of notional principal (which corresponds to FREIT’s mortgage debt) over a term equal to the term of the mortgage notes. FREIT’s counterparties, in return, agree to pay FREIT a short-term rate of interest - generally LIBOR - on that same notional amount over the same term as the mortgage notes.

FREIT has variable interest rate loans secured by its Damascus Centre, Regency, Preakness Shopping Center and Station Place properties. To reduce interest rate fluctuations, FREIT entered into interest rate swap contracts for each of these loans. These interest rate swap contracts effectively converted variable interest rate payments to fixed interest rate payments. The contracts were based on a notional amount of approximately $22,320,000 ($19,524,000 at July 31, 2019) for the Damascus Centre swaps, a notional amount of approximately $16,200,000 ($15,672,000 at July 31, 2019) for the Regency swap, a notional amount of approximately $25,800,000 ($23,968,000 at July 31, 2019) for the Preakness Shopping Center swap and a notional amount of approximately $12,350,000 ($12,350,000 at July 31, 2019) for the Station Place swap.

Interest rate cap contract: To limit exposure on interest rate volatility, FREIT uses an interest rate cap contract to cap a floating interest rate at a set pre-determined rate. FREIT enters into cap contracts with a counterparty that is usually a high-quality commercial bank. In essence, so long as the floating interest rate is below the cap rate, FREIT agrees to pay its counterparties a variable rate of interest on a dollar amount of notional principal (which corresponds to FREIT’s mortgage debt). Once the floating interest rate rises above the cap rate, FREIT’s counterparties, in return, agree to pay FREIT a short-term rate of interest above the cap on that same notional amount.

FREIT has a variable interest rate loan secured by its Rotunda property. As part of the refinancing of Grande Rotunda, LLC’s construction loan held by Wells Fargo with a new loan from Aareal Capital Corporation, Grande Rotunda, LLC purchased an interest rate cap on LIBOR for the full amount that can be drawn on this loan of $121.9 million, capping the one-month LIBOR rate at 3% for the first two years of this loan. The cap contract was based on a notional amount of approximately $121,900,000

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($121,900,000 at July 31, 2019) and a term of two years with the loan being hedged against having a balance of approximately $118,520,000 and a term of three years.

Current GAAP requires FREIT to mark-to-market its interest rate swap and cap contracts. As the floating interest rate varies from time-to-time over the term of the contract, the value of the contract will change upward or downward. If the floating rate is higher than the fixed rate, the value of the contract goes up and there is a gain and an asset. If the floating rate is less than the fixed rate, there is a loss and a liability. The interest rate swaps are accounted for as effective cash flow hedges with the corresponding gains or losses on these contracts not affecting FREIT’s income statement; changes in the fair value of these cash flow hedges will be reported in other comprehensive income and appear in the equity section of the balance sheet. The interest rate cap is, for accounting purposes, deemed to be accounted for as an ineffective cash flow hedge with a corresponding gain or loss being recorded in FREIT’s income statement. This gain or loss represents the economic consequence of liquidating fixed rate swaps or the cap contract and replacing them with like-duration funding at current market rates, something we would likely never do. Periodic cash settlements of these contracts will be accounted for as an adjustment to interest expense.

FREIT has the following derivative-related risks with its swap and cap contracts (“contract”): 1) early termination risk, and 2) counterparty credit risk.

Early Termination Risk: If FREIT wants to terminate its contract before maturity, it would be bought out or terminated at market value; i.e., the difference in the present value of the anticipated net cash flows from each of the contract’s parties. If current variable interest rates are significantly below FREIT’s fixed interest rate payments, this could be costly. Conversely, if interest rates rise above FREIT’s fixed interest payments and FREIT elected early termination, FREIT would realize a gain on termination. At July 31, 2019, the interest rate cap contract for the Rotunda property and the swap contracts for the Damascus Centre and Preakness Shopping Center properties were in FREIT’s favor. If FREIT had terminated these contracts at that date it would have realized gains of approximately $426,000 for the Preakness Shopping Center swap, $12,000 for the Damascus Centre swaps and $0 for the Rotunda cap, all of which have been included as an asset in FREIT’s condensed consolidated balance sheet as at July 31, 2019. At July 31, 2019, the swap contracts for the Regency and Station Place were in the counterparties’ favor. If FREIT had terminated these contracts at that date, it would have realized losses of approximately $641,000 for the Regency swap and $733,000 for the Station Place swap, all of which have been included as a liability in FREIT’s condensed consolidated balance sheet as at July 31, 2019.

The change in the fair value for the interest rate swap contracts (gain or loss) during such period has been included in comprehensive income and for the nine and three months ended July 31, 2019, FREIT recorded an unrealized loss of $5,210,000 and $2,025,000, respectively, in comprehensive income. The change in the fair value of the Rotunda interest rate cap contract (gain or loss) during such periods has been included in the condensed consolidated statement of income and for the nine and three months ended July 31, 2019, FREIT recorded an unrealized loss of approximately $160,000 and $1,000, respectively. For the nine and three months ended July 31, 2018, FREIT recorded an unrealized gain of $2,661,000 and $123,000, respectively, in comprehensive income representing the change in fair value of the swaps during such periods. For the year ended October 31, 2018, FREIT recorded an unrealized gain of $3,113,000 in comprehensive income representing the change in fair value of the swaps during such period with a corresponding asset of approximately $2,452,000 for the Preakness Shopping Center swap, $955,000 for the Damascus Center swaps, $408,000 for the Regency swap and $460,000 for the Station Place swap as of October 31, 2018. For the year ended October 31, 2018, FREIT recorded an unrealized gain of $72,000 in the condensed consolidated statement of income representing the change in the fair value of the Rotunda interest rate cap contract during such period with a corresponding asset of approximately $159,000 as of October 31, 2018.

Counterparty Credit Risk: Each party to a cap or swap contract bears the risk that its counterparty will default on its obligation to make a periodic payment. FREIT reduces this risk by entering into swap or cap contracts only with major financial institutions that are experienced market makers in the derivatives market.

Dividend: After careful consideration of FREIT’s projected operating results and cash needs, the Board of Trustees declared a third quarter dividend of $0.125 per share, which will be paid on September 13, 2019 to shareholders of record on September 1, 2019. The Board will continue to evaluate the dividend on a quarterly basis.

STOCK OPTION PLAN

On April 5, 2018, FREIT shareholders approved an amendment to FREIT’s Equity Incentive Plan (the “Plan”) reserving an additional 300,000 shares for issuance under the Plan. As of July 31, 2019, 442,060 shares are available for issuance under the Plan.

On May 3, 2018, the Board approved the grant of an aggregate of 38,000 non-qualified share options under the Plan to two members of the Board who were appointed to the Board during Fiscal 2018. The options have an exercise price of $15.50 per share, will vest in equal annual installments over a 5-year period, and will expire 10 years from the date of grant, which will be May 2, 2028.

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ADJUSTED FUNDS FROM OPERATIONS

Funds From Operations (“FFO”) is a non-GAAP measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”). FREIT does not include sources or distributions from equity/debt sources in its computation of FFO. Although many consider FFO as the standard measurement of a REIT’s performance, FREIT modified the NAREIT computation of FFO to include other adjustments to GAAP net income that are not considered by management to be the primary drivers of its decision making process. These adjustments to GAAP net income are straight-line rents and recurring capital improvements on FREIT’s residential apartments. The modified FFO computation is referred to as Adjusted Funds From Operations (“AFFO”). FREIT believes that AFFO is a superior measure of its operating performance. FREIT computes FFO and AFFO as follows:

	For the Nine Months Ended July 31,						For the Three Months Ended July 31,
	2019			2018			2019		2018
	(In Thousands, Except Per Share)						(In Thousands, Except Per Share)
Funds From Operations ("FFO") (a)
Net income	$	1,530		$	618		$	265	$	111
Depreciation of consolidated properties		8,413			8,573			2,806		3,029
Amortization of deferred leasing costs		400			497			140		197
Distributions to minority interests		(686	)		(429	)(b)		—		(89	)
Gain on sale of property		(836	)		—			—		—
FFO	$	8,821		$	9,259		$	3,211	$	3,248

Per Share - Basic and Diluted	$	1.27		$	1.35		$	0.46	$	0.47

(a) As prescribed by NAREIT.
(b) FFO excludes the distribution of proceeds to minority interest in the amount of approximately $6 million related to the refinancing of the loan for Pierre Towers, LLC, owned by S And A Commercial Associates Limited Partnership which is a consolidated subsidiary. See Note 8 to the condensed consolidated financial statements for further details.

Adjusted Funds From Operations ("AFFO")
FFO	$	8,821		$	9,259		$	3,211		$	3,248
Deferred rents (Straight lining)		(313	)		(355	)		(126	)		(182	)
Capital Improvements - Apartments		(489	)		(575	)		(204	)		(337	)
AFFO	$	8,019		$	8,329		$	2,881		$	2,729

Per Share - Basic and Diluted	$	1.16		$	1.21		$	0.41		$	0.40

Weighted Average Shares Outstanding:
Basic		6,932			6,876			6,950			6,890
Diluted		6,932			6,876			6,951			6,890

FFO and AFFO do not represent cash generated from operating activities in accordance with GAAP, and therefore should not be considered a substitute for net income as a measure of results of operations or for cash flow from operations as a measure of liquidity. Additionally, the application and calculation of FFO and AFFO by certain other REITs may vary materially from that of FREIT, and therefore FREIT’s FFO and AFFO may not be directly comparable to those of other REITs.

INFLATION

Inflation can impact the financial performance of FREIT in various ways. FREIT’s commercial tenant leases normally provide that the tenants bear all or a portion of most operating expenses, which can reduce the impact of inflationary increases on FREIT. Apartment leases are normally for a one-year term, which may allow FREIT to seek increased rents as leases renew or when new tenants are obtained, subject to prevailing market conditions.

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Item 3: Quantitative and Qualitative Disclosures About Market Risk

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

Item 4: Controls and Procedures

At the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of FREIT’s disclosure controls and procedures. This evaluation was carried out under the supervision and with participation of FREIT’s management, including FREIT’s Chief Executive Officer and Chief Financial Officer, who concluded that FREIT’s disclosure controls and procedures are effective as of July 31, 2019. The Company implemented a new accounting and reporting system and updated the relevant controls in the third quarter of Fiscal 2019. The change in FREIT’s internal control over financial reporting during the period covered by this report has not materially affected, or is not reasonably likely to materially affect, FREIT’s internal control over financial reporting.

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

Part II: Other Information

Item 1: Legal Proceedings

None.

Item 1A: Risk Factors

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

Page 32

Item 6: Exhibits

Exhibit Index

Exhibit 31.1 - Section 302 Certification of Chief Executive Officer

Exhibit 31.2 - Section 302 Certification of Chief Financial Officer

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

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

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

SIGNATURES

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

	FIRST REAL ESTATE INVESTMENT
	TRUST OF NEW JERSEY
	(Registrant)

Date: September 6, 2019
	/s/ Robert S. Hekemian, Jr.
	(Signature)
	Robert S. Hekemian, Jr.
	President and Chief Executive Officer
	(Principal Executive Officer)


	/s/ Allan Tubin
	(Signature)
	Allan Tubin
	Chief Financial Officer and Treasurer
	(Principal Financial/Accounting Officer)

EXHIBIT 31.1

CERTIFICATION

I, Robert S. Hekemian, Jr., certify that:

I have reviewed this report on Form 10-Q of First Real Estate Investment Trust of New Jersey;

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;

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;

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)	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;
	(c)	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
	(d)	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

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):

	(a)	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
	(b)	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.

Date: September 6, 2019	/s/ Robert S. Hekemian, Jr.
	Robert S. Hekemian, Jr.
	President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Allan Tubin, certify that:

I have reviewed this report on Form 10-Q of First Real Estate Investment Trust of New Jersey;

	(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)	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;
	(c)	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
	(d)	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

	(a)	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
	(b)	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.

Date: September 6, 2019	/s/ Allan Tubin
	Allan Tubin
	Chief Financial Officer and Treasurer

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of First Real Estate Investment Trust of New Jersey (the “Company”) on Form 10-Q for the quarter ended July 31, 2019 (the “Report”), I, Robert S. Hekemian, Jr., Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

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,

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 6, 2019	/s/ Robert S. Hekemian, Jr.
	Robert S. Hekemian, Jr.
	President and Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of First Real Estate Investment Trust of New Jersey (the “Company”) on Form 10-Q for the quarter ended July 31, 2019 (the “Report”), I, Allan Tubin, Chief Financial Officer and Treasurer of the Company, do hereby certify, pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

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,

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 6, 2019	/s/ Allan Tubin
	Allan Tubin
	Chief Financial Officer and Treasurer