Cautionary Statement Identifying Important Factors That Could Cause FREIT's Actual Results to Differ From Those Projected in Forward Looking Statements.
Readers of this discussion are advised that the discussion should be read in conjunction with the consolidated financial statements of FREIT (including related notes thereto) appearing elsewhere in this Form 10-K. Certain statements in this discussion may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect FREIT's current expectations and are based on estimates, projections, beliefs, data, methods and assumptions of management of FREIT at the time of such statements regarding future results of operations, economic performance, financial condition and achievements of FREIT, and do not relate strictly to historical or current facts. These forward-looking statements are identified through the use of words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," or words of similar meaning. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. 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; risks of real estate development and acquisitions; and on-going negative effects of the COVID-19 pandemic on our properties and tenants, and generally on our real estate assets and the real estate markets in which we operate, and the global,U.S. and local economies (see Special Note below). 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.
Special Note Regarding the COVID-19 Pandemic:
OnMarch 11, 2020 , theWorld Health Organization declared the outbreak of the novel coronavirus, known as COVID-19 ("COVID-19"), a pandemic. The full extent of the effects of the COVID-19 pandemic, including the full extent of its effects on the global,U.S. , and local economies, and on FREIT and our business, operating results, financial condition, properties, and tenants, cannot yet be known. Any future developments in this regard will be highly uncertain and cannot be predicted with any certainty, including the scope and duration of the pandemic, actions taken by governmental authorities and other third parties in response to the pandemic and the effects thereof, and the other factors discussed above and throughout this report. The uncertain future development of the COVID-19 pandemic could materially and adversely further affect FREIT and our business, operating results, financial condition, liquidity, and our properties and tenants. 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 and 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 northernNew Jersey ,Maryland andNew York . COVID-19 Pandemic: The international spread of COVID-19 was declared a global pandemic by theWorld Health Organization onMarch 11, 2020 . The extent to which this pandemic could continue to affect our financial condition, liquidity, and results of operations is difficult to predict and depends on evolving factors, including: duration, scope, government actions, and other social responses. Many states in theU.S. , includingNew Jersey ,New York andMaryland , where our properties are located, implemented stay-at-home and shutdown orders for all "non-essential" business and activity in an aggressive effort to mitigate the spread of COVID-19. While some of these orders had been fully or partially lifted from earlier this year, theU.S. is experiencing a second wave of this pandemic. Many of our commercial tenants have not been able to open or resume operations at full capacity due to continued restrictions imposed upon them. As the impact of the pandemic has been evolving, it continues to cause uncertainty and volatility in the financial markets. ManyU.S. industries and businesses have been negatively affected and millions of people have filed for unemployment resulting in theU.S. unemployment rate rising to 14.7% inApril 2020 , which was the highest recorded rate since the Great Depression. SinceApril 2020 , theU.S unemployment rate has declined to 6.9% as ofOctober 2020 , as many businesses continue to reopen and rehire employees following many of the COVID-19 mandated shutdown orders. However, the jobless rate remains well above the pre-pandemic levels of about 3.5%. The COVID-19 pandemic and the actions taken by individuals, businesses and government authorities to reduce its spread have caused substantial lost business revenue, changes in consumer behavior and large reductions in liquidity and fair value of many assets. These and other adverse conditions that may unfold in the future are expected to continue until such time as government shutdown orders are fully lifted, and business operations and 22
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commercial activity can fully resume. The lifting of all government shutdown orders cannot be predicted with any certainty. Further, even after such orders are fully lifted, the resumption of business operations and commercial activity will depend on several factors, including prevailing sentiments among workers and consumers regarding the safety of resuming public activity, and cannot be predicted with any certainty. Despite the COVID-19 pandemic and preventive measures taken to mitigate the spread, our residential properties continue to generate cash flow. With the exception of the Icon at the Rotunda property, the annual average occupancy rates were approximately 93.9% or higher for the fiscal year endedOctober 31, 2020 . The tenants at these properties, for the most part, continue to pay their rent. The occupancy rate at the Icon has declined to an average occupancy rate of 91.5% for the fiscal year endedOctober 31, 2020 as compared to 95.1% for the fiscal year endedOctober 31, 2019 . This decline in occupancy rate is primarily attributed to tenants attendingJohns Hopkins University , which is in close proximity to the Icon. Approximately 30% of our tenants at this property attendJohns Hopkins University . In response to the COVID-19 pandemic,Johns Hopkins University only offered online classes for the fall semester which resulted in a loss of these tenants at our property. At our commercial properties, with the exception of grocery stores and other "essential" businesses, many of our retail tenants have been and continue to be adversely affected by the mandated shutdowns or continued imposed restrictions. The overall average cash realization for the commercial properties, based on monthly billings as compared to monthly cash collections from April throughOctober 2020 , was approximately 74%. The Company is closely monitoring changes in the collectability assessment of its tenant receivables as a result of certain tenants suffering adverse financial consequences related to the COVID-19 pandemic. During the fiscal year endedOctober 31, 2020 , rental revenue deemed uncollectible of approximately$1.4 million (with a consolidated impact to FREIT of approximately$0.9 million ) was classified as a reduction in rental revenue based on our assessment of the probability of collecting substantially all of the remaining rents for certain tenants. Additionally, FREIT incurred an increase in expense for the reserve of uncollectible rents of approximately$0.3 million (with a consolidated impact to FREIT of approximately$0.2 million ) for the year endedOctober 31, 2020 . As ofOctober 31, 2020 , FREIT has applied approximately$387,000 of security deposits from its commercial tenants to outstanding receivables due. On a case by case basis, FREIT has offered some commercial tenants deferrals of rent and rent abatements over a specified time period totaling approximately$206,000 and$238,000 , respectively, (with a consolidated impact to FREIT of approximately$192,000 and$156,000 , respectively) through fiscal year endedOctober 31, 2020 . FREIT currently remains in active discussions and negotiations with these impacted retail tenants. Additionally,Cobb Theatre , an anchor tenant movie theatre at the Rotunda retail property filed for bankruptcy and rejected its lease at the Rotunda property as ofJune 30, 2020 . As a result of the rejection of this lease, uncollected rents in the amount of approximately$0.3 million and a straight-line rent receivable of approximately$0.4 million were reversed against revenue, and unamortized leasing commissions in the amount of approximately$0.2 million were written off and fully expensed in Fiscal 2020 resulting in a net impact of approximately$0.9 million (with a consolidated impact to FREIT of approximately$0.5 million ) to net income for the year endedOctober 31, 2020 . Tenant improvements related to theCobb Theatre with a net book value of approximately$7.3 million (with a consolidated impact to FREIT of approximately$4.4 million ) as ofOctober 31, 2020 were deemed to be impaired, written off and charged to operations in the consolidated statement of income for the fiscal year endedOctober 31, 2020 . Until this space is re-leased, FREIT's operating results will be adversely impacted from loss of base rent and additional rent of approximately$1.1 million (with a consolidated impact to FREIT of approximately$0.7 million ) on an annualized basis. (see Note 16 for additional details). As a result of the negative impact of the COVID-19 pandemic at our commercial properties, we were granted debt payment relief from certain of our lenders on the retail properties in the form of deferral of principal and/or interest payments for a three-month period, resulting in total deferred payments of approximately$1,013,000 , which will become due at the maturity of the loans. As ofOctober 31, 2020 , approximately$162,000 of this amount has been repaid, there will be no further deferrals of principal and/or interest payments on these loans and the balance due has been included in mortgages payable on the consolidated balance sheet as ofOctober 31, 2020 . (See Note 5 for additional details). During Fiscal 2020, we have experienced a positive cash flow from operations, excluding corporate expenses such as Special Committee third party advisory, legal and other expenses paid of approximately$5.1 million and deferred compensation in the amount of$5 million paid to two retired trustees. This could change based on the duration of the pandemic, which is uncertain. We believe that our cash balance as ofOctober 31, 2020 of approximately$36.9 million coupled with a$13 million available line of credit (available throughOctober 31, 2023 , see Note 5) will provide us with sufficient liquidity for at least the next twelve months from the filing of this Form 10-K. In an effort to further preserve cash flow, theBoard of Trustees reduced all fees, salaries and retainers payable to our executive officers and members of theBoard of Trustees by up to 30% fromMay 1, 2020 through the end of Fiscal 2020. Additionally, in an effort to keep costs lower while the Company has experienced a loss of revenues at the commercial properties and to adjust to the difficulty in hiring contractors due to these imposed COVID-19 restrictions and mandates, the Company has deferred non-essential maintenance projects across all properties during Fiscal 2020. This has resulted in a cost savings of approximately$1.1 million (with a consolidated impact to FREIT of approximately$0.8 million ) across the entire FREIT portfolio as compared to Fiscal 2019. The extent of the effects of COVID-19 on our business, results of operations, cash flows, value of our real estate assets and growth prospects is highly uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty. (See "Item 1A. Risk Factors" for additional details.) However, we believe the actions we have taken and 23
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continue to take will help minimize interruptions to our operations and will put us in the best position to participate in the economic recovery as the recovery occurs. FREIT will continue to actively monitor the effects of the pandemic, including governmental directives in the jurisdictions in which we operate and the recommendations of public health authorities, and will, as needed, take further measures to adapt our business in the best interests of our shareholders and personnel.Residential Properties : While our residential properties continue to generate positive cash flow, the impact COVID-19 may have on these properties over the next year is uncertain and will depend on the duration of the pandemic and the recovery of the economy.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. As restrictions continue to evolve, the impact COVID-19 may have on the operating and financial performance of our commercial properties over the next year is currently uncertain and will depend on certain developments, including, among others, the impact of COVID-19 on our tenants and the magnitude and duration of the pandemic, including its impact on store closing and social distancing rules which may impact a tenant's ability to generate sales at sufficient levels to cover operating costs, including rent.Burlington Coat Factory , which does business as a retail tenant at theWestridge Square Shopping Center located inFrederick, Maryland , has not exercised its option to renew its lease which is set to expire onNovember 30, 2021 (in Fiscal 2022). FREIT's operating results will be adversely impacted by the loss of base rent and additional rent of approximately$1 million on an annualized basis from this tenant. The Company is currently engaged in discussions with another tenant for this space; however, there can be no assurances that a new lease will be entered into with this prospective tenant. Special Committee: OnMarch 28, 2019 , FREIT announced that its Board had established a Special Committee to explore strategic alternatives focusing on maximizing shareholder value. The Special Committee was comprised solely of independent Trustees and was 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 was in the best interests of FREIT and its shareholders. The members of the Special Committee wereRonald J. Artinian ,Richard J. Aslanian ,David F. McBride andJustin F. Meng , who served as the Chairman of the Special Committee. The Special Committee approved a transaction to sell six (6) apartment properties which was not completed. (See Note 14 of FREIT's consolidated financial statements for further details). OnMay 7, 2020 , the Board approved the elimination of the Special Committee as a committee of the Board. Termination of Purchase and Sale Agreement: OnJanuary 14, 2020 , FREIT and certain of its affiliates (collectively, the "Sellers"), entered into a Purchase and Sale Agreement (as subsequently amended, the "Purchase and Sale Agreement") withSinatra Properties LLC (the "Purchaser"), which as subsequently amended, provided for the sale by the Sellers to the Purchaser of 100% of the Sellers' ownership interests in six real properties held by the Sellers in exchange for the purchase price described therein, subject to the terms and conditions of the Purchase and Sale Agreement. OnApril 30, 2020 , the Sellers delivered written notice to the Purchaser of the Sellers' termination of the Purchase and Sale Agreement in accordance with its terms due to the occurrence of a "Purchaser Default" thereunder, based on the Purchaser's failure to perform its obligations under the Purchase and Sale Agreement and close the transactions contemplated therein. Upon the execution of the Purchase and Sale Agreement, the Purchaser delivered into escrow a deposit in the amount of$15 million (the "Deposit"), in the form of an unconditional, irrevocable letter of credit in such amount (the "Letter of Credit"). The Purchase and Sale Agreement provides that the Sellers' exclusive remedy, in the event of a "Purchaser Default" and the termination of the Purchase and Sale Agreement, is the forfeiture of the Deposit to the Sellers as liquidated damages. Accordingly, contemporaneously with the Sellers' delivery of the termination notice to the Purchaser, the Sellers delivered written notice to the escrow agent requesting that the escrow agent release the Letter of Credit from escrow and deliver same to the Sellers. OnMay 6, 2020 , the Purchaser filed a complaint (the "Complaint") against the Sellers in theSuperior Court of New Jersey , in which, among other things, the Purchaser alleges breach of contract and breach of the covenant of good faith and fair dealing against the Sellers in connection with the Sellers' termination of the Purchase and Sale Agreement. The Purchaser seeks (a) a judgment of specific performance compelling the Sellers to convey the properties under the Purchase and Sale Agreement to the Purchaser; (b) declaratory judgment from the court that (i) the Purchase and Sale Agreement is not terminated, (ii) the Purchaser is not in default under the Purchase and Sale Agreement, and (iii) the Sellers are in default under the Purchase and Sale Agreement, subject to a right to cure; (c) an order for injunctive relief compelling the Sellers to perform the Purchase and Sale Agreement; (d) in the event that the court does not order specific performance, a judgment directing that the Purchaser's$15 million deposit under the Purchase and Sale Agreement be returned to the Purchaser, and compensatory, consequential and incidental damages in an amount to be determined at trial; and (e) attorneys' fees and costs. OnJune 17, 2020 , the Sellers filed their answer, separate defenses, and counterclaims (the "Answer") in response to the Complaint, in which, among other things, the Sellers (a) deny the Purchaser's claim that the Sellers' termination of the Purchase and Sale Agreement was wrongful, and assert that there was no contractual basis in the Purchase and Sale Agreement to relieve the Purchaser from its obligation to perform thereunder, or to defer or postpone the Purchaser's obligation to perform, (b) assert certain defenses to the allegations set forth in the Complaint without admitting any liability, 24
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and (c) request relief from the Court in the form of (i) judgment in the Sellers' favor dismissing all of the Purchaser's claims against them with prejudice and denying all of the Purchaser's requests for relief, (ii) reasonable attorneys' fees and costs, and (iii) such other and further relief as the Court deems just.
In addition, the Answer asserts counterclaims by the Sellers against the Purchaser for breach of contract due to the Purchaser's failure to close the Purchase and Sale Agreement in accordance with its terms, and the Sellers seek a declaratory judgment from the Court that the Sellers properly terminated the Purchase and Sale Agreement in accordance with its terms due to the Purchaser's default and an order from the Court that the Purchaser authorize the escrow agent to release the$15 million deposit under the Purchase and Sale Agreement to the Sellers. In connection with these counterclaims, the Answer seeks the following relief from the Court: (a) liquidated damages in the amount of$15 million , as provided in the Purchase and Sale Agreement; (b) in the alternative to the liquidated damages provided for in the Purchase and Sale Agreement, money damages in an amount to be determined at trial; (c) interest, attorneys' fees and costs associated with the defense of the Purchaser's claims and the prosecution of the Sellers' counterclaims against the Purchaser, as provided for in the Purchase and Sale Agreement; (d) judgment declaring that the Sellers properly terminated the Purchase and Sale Agreement due to the Purchaser's default thereunder; (e) judgment declaring that the Purchaser must authorize the escrow agent to release the$15 million deposit to the Sellers; and (f) such other relief as the Court deems just and equitable.
As of the year ended
Termination of Plan of Liquidation: OnJanuary 14, 2020 , the Trust'sBoard of Trustees adopted a Plan of Voluntary Liquidation with respect to the Trust (the "Plan of Liquidation"), which provided for the voluntary dissolution, termination and liquidation of the Trust by the sale, conveyance, transfer or delivery of all of the Trust's remaining assets in accordance with the terms and conditions of the Plan of Liquidation and the Internal Revenue Code of 1986, as amended, and theTreasury regulations thereunder. The Plan of Liquidation provided that it would become effective upon (i) approval by a majority of the votes cast by Trust's shareholders present in person or represented by proxy at a duly called meeting of the Trust's shareholders at which a quorum is present and (ii) the consummation of the transactions contemplated by the Purchase and Sale Agreement. While the Plan of Liquidation received shareholder approval, the Plan of Liquidation did not become effective as the Trust terminated the Purchase and Sale Agreement by written notice delivered to the Purchaser onApril 30, 2020 , and the transactions contemplated thereby were not consummated. Accordingly the Trust did not proceed with the sale, conveyance, transfer or delivery of all of the Trust's remaining assets as contemplated by the Plan of Liquidation that was adopted by the Board onJanuary 14, 2020 . (See Note 15 to FREIT's consolidated financial statements for further details.) Amendment to Management Agreement: OnJanuary 14, 2020 , in connection with entering into the Purchase and Sale Agreement, FREIT and Hekemian entered into a First Amendment to Management Agreement (the "First Amendment"), which amends the Management Agreement dated as ofNovember 1, 2001 between FREIT and Hekemian. The First Amendment would become effective if, and only if, the Plan of Liquidation became effective. Since the Plan of Liquidation will not become effective due to the termination of the Purchase and Sale Agreement, the First Amendment will not become effective. (See Note 8 to FREIT's consolidated financial statements for further details.)
Debt Financing Availability: Financing has been available to FREIT and its
affiliates. The lis pendens filed in connection with the legal proceeding
between FREIT and certain of its affiliates and
OnFebruary 7, 2018 ,Grande Rotunda, LLC ("Grande Rotunda") refinanced its$115.3 million construction loan held by Wells Fargo with a new loan held byAareal Capital Corporation in the amount of approximately$118.5 million with additional funding available throughFebruary 6, 2021 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 8 to FREIT's 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 ofFebruary 6, 2021 with two one-year renewal options to extend the maturity of this loan, subject to certain requirements as provided for in the loan agreement. As part of this transaction, Grande Rotunda 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 which matured onMarch 5, 2020 . OnFebruary 28, 2020 , Grande Rotunda purchased an interest rate cap on LIBOR, with an effective date ofMarch 5, 2020 , for the full amount that can be drawn on this loan of$121.9 million , capping the one-month LIBOR rate at 3% for one year. As ofOctober 31, 2020 , approximately$118.5 million of this loan facility was drawn down and the interest rate was approximately 2.99%. OnNovember 5, 2020 , Grande Rotunda elected to exercise the first extension option on this loan to extend the initial maturity date fromFebruary 6, 2021 untilFebruary 6, 2022 . In order to extend the maturity due date Grande Rotunda must satisfy the following conditions: (a) pay to lender an extension fee of 0.2% of the extended loan balance; (b) certify that no default or events of default exist; (c) extend the interest rate cap to expire on 25
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February 6, 2022 ; and (d) allow lender to obtain an updated appraisal of the property. The principal balance of the amount of the loan to be extended must not exceed a loan-to-value of 62.5%. To the extent the loan-to-value exceeds the 62.5% limit, the loan must be brought in to balance via a loan reduction or by other means satisfactory to the Lender. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended. (See Notes 5 and 6 to FREIT's consolidated financial statements for further details). OnSeptember 30, 2020 ,Westwood Hills, LLC ("Westwood Hills"), a consolidated subsidiary, refinanced its$19.2 million loan (which would have matured onNovember 1, 2020 ) with a new loan held byConnectOne Bank in the amount of$25,000,000 , with additional funding available in the amount of$250,000 for legal fees potentially incurred by the lender related to the lis pendens on this property. (See Note 14 to FREIT's consolidated financial statements for additional details.) This loan, secured by an apartment building inWestwood, New Jersey , is interest-only based on a floating rate at 400 basis points over the one-month LIBOR rate with a floor of 4.15% and has a maturity date ofOctober 1, 2022 with the option ofWestwood Hills to extend for two (2) additional six (6)-month periods from the maturity date, subject to certain provisions of the loan agreement. This refinancing resulted in: (i) a change in the annual interest rate from a fixed rate of 4.62% to a variable rate with a floor of 4.15% and (ii) net refinancing proceeds of approximately$5.6 million that were distributed to the partners inWestwood Hills with FREIT receiving approximately$2.2 million based on its 40% membership interest inWestwood Hills . As ofOctober 31, 2020 , approximately$25,000,000 of this loan was drawn and outstanding. (See Note 5 to FREIT's consolidated financial statements for additional details.) OnAugust 26, 2019 ,Berdan Court, LLC ("Berdan Court"), (owned 100% by FREIT), refinanced its$17 million loan (which matured onSeptember 1, 2019 ) with the lender in the amount of$28,815,000 . This loan, secured by an apartment building located inWayne, 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. (See Note 5 to FREIT's consolidated financial statements for additional details.) OnApril 3, 2019 , WestFREIT, Corp. (owned 100% by FREIT) exercised its option to extend its loan held by M&T Bank, with a then outstanding balance of approximately$22.5 million , for twelve months. Effective beginning onJune 1, 2019 , the extension of this loan, secured by theWestridge Square shopping center, required 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 had a maturity date ofMay 1, 2020 which was extended toNovember 1, 2020 . This loan has been further extended with a new maturity date ofJanuary 31, 2021 under the same terms and conditions of the existing agreement while the lender is in discussions with the Company regarding a further modification and extension of this loan. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended. (See Note 5 to FREIT's consolidated financial statements for additional details.) FREIT's revolving line of credit provided by theProvident Bank was renewed for a three-year term ending onOctober 31, 2023 . 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 onFREIT's Franklin Crossing Shopping Center inFranklin Lakes, New Jersey and retail space inGlen Rock, New Jersey . The total line of credit is$13 million and the interest rate on the amount outstanding is based on a floating interest rate of prime minus 25 basis points with a floor of 3.75%. As ofOctober 31, 2020 , there was no amount outstanding and$13 million was available under the line of credit. (See Note 5 to FREIT's consolidated financial statements for additional details.) 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 will be adequate to cover mandatory debt service payments (including payments of interest, but excluding balloon payments), real estate taxes, recurring capital improvements at its 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 Form 10K report. 26
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SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
Pursuant to theSEC disclosure guidance for "Critical Accounting Policies," theSEC defines Critical Accounting Policies as those that require the application of management's most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, the preparation of which takes into account estimates based on judgments and assumptions that affect certain amounts and disclosures. Accordingly, actual results could differ from these estimates. The accounting policies and estimates used, which are outlined in Note 1 to our Consolidated Financial Statements which is presented elsewhere in this Form 10-K, have been applied consistently as ofOctober 31, 2020 and 2019, and for the years endedOctober 31, 2020 , 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: FREIT assesses 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 1 to FREIT's consolidated financial statements for recently issued accounting standards.
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Results of Operations:
Fiscal Years Ended
Summary revenues and net income for the fiscal years ended
Years Ended October 31, 2020 2019 Change (in thousands, except per share amounts) Real estate revenues: Commercial properties$ 24,089 $ 27,122 $ (3,033 ) Residential properties 28,638 33,155 (4,517 ) Total real estate revenues 52,727 60,277 (7,550 ) Operating expenses: Real estate operating expenses 22,922 26,062 (3,140 ) Special Committee third party advisory, legal and other expenses 4,606 1,416 3,190 General and administrative 3,821 2,633 1,188 Depreciation 10,341 11,339 (998 ) Tenant improvement write-off due to COVID-19 7,277 - 7,277 Total operating expenses 48,967 41,450 7,517 Operating income 3,760 18,827 (15,067 ) Investment income 204 360 (156 ) Unrealized (loss) gain on interest rate cap contract - (160 ) 160 Gain on sale of property - 836 (836 ) Gain on deconsolidation of subsidiary 27,680 - 27,680 Loss on investment in tenancy-in-common (202 ) - (202 ) Financing costs (14,122 ) (18,070 ) 3,948 Net income 17,320 1,793 15,527 Net loss (income) attributable to noncontrolling interests in subsidiaries 3,233 (6 ) 3,239 Net income attributable to common equity$ 20,553 $ 1,787 $ 18,766 Earnings per share - basic and diluted: $ 2.94$ 0.26 $ 2.68 Weighted average shares outstanding: Basic 6,992 6,940 Diluted 6,994 6,940 Real estate revenue for Fiscal 2020 decreased 12.5% to$52,727,000 compared to$60,277,000 for Fiscal 2019. The decline in revenue was primarily attributable to the following: (a) a decline in revenue of approximately$5 million resulting from the deconsolidation of the operating results of thePierre Towers property from FREIT's operating results due to the conversion to a TIC as ofFebruary 28, 2020 ; (b) a reduction in total revenue in the amount of approximately$1.1 million , which includes the write-off of straight-line rent in the amount of approximately$0.4 million , as compared to Fiscal 2019 due to the rejection of the lease for theCobb Theatre at the Rotunda retail property as ofJune 30, 2020 resulting from theCobb Theatre bankruptcy filing; (c) a reduction in total revenue in the amount of approximately$1.4 million as compared to Fiscal 2019 due to rental revenue being deemed uncollectible and classified as a reduction in rental revenue primarily attributed to commercial tenants suffering adverse financial consequences as a result of the COVID-19 pandemic; (d) a decline in total revenue of approximately$0.4 million driven by a decline in the annual average occupancy rate for the commercial properties from 81.5% in Fiscal 2019 to 79.7% in Fiscal 2020; (e) a decrease in revenue of approximately$0.2 million attributed to commercial rent abatements resulting from the COVID-19 pandemic; offset by (f) an increase in the residential segment of approximately$0.5 million driven by insurance reimbursements received in Fiscal 2020 related to a fire at each of thePierre Towers and Icon properties and an increase in base rent at most of these properties. Net income attributable to common equity ("net income-common equity") for Fiscal 2020 was$20,553,000 ($2.94 per share basic and diluted), compared to$1,787,000 ($0.26 per share basic and diluted) for Fiscal 2019 primarily as a result of the non-cash gain on the deconsolidation of a subsidiary (See Note 17 to FREIT's consolidated financial statements for additional details). 28
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The schedule below provides a non-GAAP detailed analysis of the major changes that impacted revenue and net income-common equity for Fiscal 2020 and Fiscal 2019:
NON-GAAP NET INCOME COMPONENTS
Years Ended October 31, 2020 2019 Change (thousands of dollars) Income from real estate operations: Commercial properties$ 12,755 $ 15,427 $ (2,672 ) Residential properties 17,050 18,788 (1,738 ) Total income from real estate operations 29,805 34,215 (4,410 ) Financing costs: Fixed rate mortgages (7,401 ) (8,953 ) 1,552 Floating rate mortgages (5,303 ) (7,384 ) 2,081 Other - Corporate interest (329 ) (594 ) 265 Mortgage cost amortization (1,089 ) (1,139 ) 50 Total financing costs (14,122 ) (18,070 ) 3,948 Investment income 204 360 (156 ) Unrealized loss on interest rate cap contract - (160 ) 160 General & administrative expenses: Accounting fees (558 ) (654 ) 96 Legal and professional fees (1,074 ) (135 ) (939 ) Trustees and consultant fees (1,205 ) (1,164 ) (41 ) Stock option expense (46 ) (124 ) 78 Corporate expenses (938 ) (556 ) (382 ) Total general & administrative expenses (3,821 ) (2,633 ) (1,188 ) Special Committee third party advisory, legal and other expenses (4,606 ) (1,416 ) (3,190 ) Depreciation (10,341 ) (11,339 ) 998 Loss on investment in tenancy-in-common (202 ) - (202 ) Adjusted net (loss) income (3,083 ) 957 (4,040 ) Tenant improvement write-off due to COVID-19 (7,277 ) - (7,277 ) Gain on sale of property - 836 (836 ) Gain on deconsolidation of subsidiary 27,680 - 27,680 Net income 17,320 1,793 15,527 Net loss (income) attributable to noncontrolling interests in subsidiaries 3,233 (6 ) 3,239 Net income attributable to common equity$ 20,553 $ 1,787 $ 18,766 Adjusted net loss for Fiscal 2020 was$3,083,000 (($0.44 ) per share basic and diluted) compared to net income of$957,000 ($0.14 per share basic and diluted) for Fiscal 2019. Adjusted net loss/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 on deconsolidation of thePierre Towers property in Fiscal 2020; a tenant improvement write-off due to COVID-19 in Fiscal 2020; and a gain related to the sale of the property inPatchogue, New York in Fiscal 2019. The adjusted net loss for Fiscal 2020 was primarily driven by the following: (a) an increase in Special Committee third party advisory, legal and other expenses incurred of approximately$3.2 million ; (b) a reduction in total revenue, excluding the impact of the conversion of the Pierre property to a TIC, in the amount of approximately$2.8 million (with a consolidated impact to FREIT of approximately$1.5 million ) as explained above; (c) an increase in General & Administrative ("G&A") expenses of approximately$1.2 million primarily driven by an increase in legal costs of approximately$1 million attributed to the legal proceedings between FREIT and certain of its affiliates andSinatra Properties, LLC and an increase of approximately$0.3 million in lender and legal fees related to the conversion of thePierre Towers partnership to a TIC in Fiscal 2020; (d) an increase in expense for the reserve of uncollectible rents of approximately$0.4 million (with a consolidated impact to FREIT of approximately$0.3 million ) primarily resulting from the COVID-19 pandemic impact on certain commercial non-essential tenants due to mandated shutdowns and imposed restrictions; (e) an increase in leasing costs due to theCobb Theatres' rejection of its lease in the amount of approximately$0.2 million ; offset by (f) a decrease in financing costs of approximately$2.7 million (with a consolidated impact to FREIT of approximately$1.8 million ), (excluding the impact of the deconsolidation of the operating results of thePierre Towers from FREIT's operating results of approximately$1.3 million in interest expense), primarily attributed to the decline in interest rates on variable mortgage loans; and (g) a decline in repairs and maintenance expense of approximately$1.1 million (with a consolidated impact to FREIT of approximately$0.8 million ) due to the deferral of non-essential maintenance projects across all properties in Fiscal 2020 in an 29
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effort to keep such costs lower while the Company has experienced a loss of revenues at the commercial properties and to adjust to the difficulty in hiring contractors due to imposed COVID-19 restrictions and mandates. See Note 17 to FREIT's consolidated financial statements for further details on the deconsolidation of thePierre Towers property to a TIC. (Refer to the segment disclosure below for a more detailed discussion of the financial performance of FREIT's commercial and residential segments.)
SEGMENT INFORMATION
The following table sets forth comparative net operating income ("NOI") data for FREIT's real estate segments and reconciles the NOI to consolidated net income-common equity for Fiscal 2020, as compared to Fiscal 2019 (See below for definition of NOI): Commercial Residential Combined Years Ended Years Ended Years Ended October 31, Increase (Decrease) October 31, Increase (Decrease) October 31, 2020 2019 $ % 2020 2019 $ % 2020 2019 (In Thousands) (In Thousands) (In Thousands) Rental income$ 18,769 $ 20,324 $ (1,555 ) -7.7 %$ 27,812 $ 32,592 $ (4,780 ) -14.7 %$ 46,581 $ 52,916 Reimbursements 5,690 6,295 (605 ) -9.6 % 150 134 16 11.9 % 5,840 6,429 Other 27 73 (46 ) -63.0 % 676 449 227 50.6 % 703 522 Total revenue 24,486 26,692 (2,206 )
-8.3 % 28,638 33,175 (4,537 ) -13.7 % 53,124 59,867 Operating expenses 11,334 11,694 (360 ) -3.1 % 11,588 14,368 (2,780 ) -19.3 % 22,922 26,062 Net operating income$ 13,152 $ 14,998 $ (1,846 ) -12.3 %$ 17,050 $ 18,807 $ (1,757 ) -9.3 % 30,202 33,805 Gain on sale of property $ -$ 836 $ (836 ) -100.0 % $ - $ - $ - 0.0 % - 836 Average Occupancy % 79.7 % 81.5% *
-1.8 % 94.0 %** 95.6 %** -1.6 % Reconciliation to consolidated net income-common equity: Deferred rents - straight lining (397 ) 410 Investment income 204 360 Unrealized loss on interest rate cap contract - (160 ) Special Committee third party advisory, legal and other expenses (4,606 ) (1,416 ) Gain on deconsolidation of subsidiary 27,680 - Loss on investment in tenancy-in-common (202 ) - General and administrative expenses (3,821 ) (2,633 ) Depreciation (10,341 ) (11,339 ) Tenant improvement write-off due to COVID-19 (7,277 ) - Financing costs (14,122 ) (18,070 ) Net income 17,320 1,793 Net loss (income) attributable to noncontrolling interests in subsidiaries 3,233 (6 ) Net income attributable to common equity$ 20,553 $ 1,787
*Average occupancy rate excludes the
**Average occupancy rate excludes thePierre Towers property from all periods presented as the property was deconsolidated and converted to a TIC effectiveFebruary 28, 2020 .
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 or deconsolidated 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.
COMMERCIAL SEGMENT
The commercial segment contains eight (8) separate properties. Seven of these properties are multi-tenanted retail or office centers, and one is single tenanted on land located inRockaway, 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. OnFebruary 8, 2019 , FREIT sold a commercial building, formerly occupied as a Pathmark supermarket inPatchogue, 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 the building inDecember 2015 (see Note 2 to FREIT's consolidated financial statements for further details). 30
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As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT's commercial segment for Fiscal 2020 decreased by 8.3% and 12.3%, respectively, as compared to Fiscal 2019. The decline in revenue for Fiscal 2020 was primarily attributable to the following: (a) a reduction in revenue as compared to Fiscal 2019 resulting fromCobb Theatre's rejection of its lease due to theCobb Theatre bankruptcy filing as ofJune 30, 2020 at the Rotunda retail property in the amount of approximately$0.7 million (excluding the straight-line rent receivable write-off of approximately$0.4 million ); (b) a reduction in total revenue in the amount of approximately$1.2 million (excluding the straight-line rent receivable write-off of approximately$0.2 million ) as compared to Fiscal 2019 due to rental revenue being deemed uncollectible and classified as a reduction in rental revenue primarily attributed to commercial tenants suffering adverse financial consequences as a result of the COVID-19 pandemic; (c) a decrease in revenue of approximately$0.2 million attributed to commercial rent abatements resulting from the COVID-19 pandemic; and (d) the remainder of the decline of approximately$0.1 million attributed to the 1.8% decrease in the average annual occupancy rate in Fiscal 2020 as compared to Fiscal 2019. The decline in NOI for Fiscal 2020 was primarily attributable to the following: (a) a decrease in revenue of approximately$2.2 million as explained above; (b) an increase in expense for the reserve of uncollectible rents of approximately$0.3 million primarily resulting from the COVID-19 pandemic impact; (c) a write-off of unamortized leasing costs related toCobb Theatres' rejection of its lease in the amount of approximately$0.2 million ; offset by (d) a decline in repairs and maintenance expense of approximately$0.7 million due to the deferral of non-essential maintenance projects across all properties in Fiscal 2020 in an effort to keep such costs lower while the Company has experienced a loss of revenues at the commercial properties and to adjust to the difficulty in hiring contractors due to imposed COVID-19 restrictions and mandates. Same Property Operating Results: FREIT's commercial segment currently contains eight (8) same properties. (See definition of same property under Segment Information above.) ThePatchogue property was excluded from same property results for Fiscal 2020 and 2019 because this property was sold inFebruary 2019 . Same property revenue and NOI for Fiscal 2020 decreased by 8.3% and 12.9%, respectively, as compared to Fiscal 2019. 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 Fiscal 2020. Tenant Weighted Weighted Improvement Lease Average Average Prior Allowance Commissions Number of Lease Area Lease Rate Lease Rate % Increase (per Sq. Ft.) (per Sq. Ft.) RETAIL: Leases (Sq. Ft.) (per Sq. Ft.) (per Sq. Ft.) (Decrease) (a) (a) Comparable leases (b) 10 20,619 $ 27.75 $ 32.07 -13.5 % $ - $ 0.36 Non-comparable leases 1 1,730 $ 14.63 N/A N/A $ - $ 0.80 Total leasing activity 11 22,349 Tenant Weighted Weighted Improvement Lease Average Average Prior Allowance Commissions Number of Lease Area Lease Rate Lease Rate % Increase (per Sq. Ft.) (per Sq. Ft.) OFFICE: Leases (Sq. Ft.) (per Sq. Ft.) (per Sq. Ft.) (Decrease) (a) (a) Comparable leases (b) 1 444 $ 35.87 $ 32.08 11.8 % $ - $ 0.68 Non-comparable leases - - $ - N/A N/A $ - $ - Total leasing activity 1 444
(a) These leasing costs are presented as annualized costs per square foot and are allocated uniformly over the lease term.
(b) This includes new tenant leases and/or modifications/extensions/renewals of existing tenant leases. RESIDENTIAL SEGMENT FREIT currently operates seven (7) multi-family apartment buildings or complexes totaling 1,171 apartment units. OnFebruary 28, 2020 , FREIT reorganized its subsidiaryS and A Commercial Associates Limited Partnership ("S&A") from a partnership into a TIC. Prior to this reorganization, FREIT owned a 65% membership interest in S&A, which owned 100% of thePierre Towers property located inHackensack, New Jersey through its 100% interest inPierre Towers, LLC . Accordingly, FREIT consolidated the financial statements of S&A and its subsidiary to include 100% of the subsidiary's assets, liabilities, operations and cash flows with the interest not owned by FREIT reflected as "noncontrolling interests in subsidiary" and all significant intercompany accounts and transactions were eliminated in consolidation. Pursuant to the TIC agreement, FREIT ultimately acquired a 65% undivided interest in the Pierre Towers property which was formerly owned by S&A. Based on the guidance of Accounting Standards Codification 810, "Consolidation", FREIT's investment in the TIC is accounted for under the equity method of accounting. While FREIT's effective ownership percentage interest in the Pierre Towers property remains unchanged after the reorganization to a TIC, FREIT no longer has a controlling interest as the TIC is now under joint control. Since FREIT retained a noncontrolling financial interest in the TIC, and the 31
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deconsolidation (as ofFebruary 28, 2020 ) of the subsidiary is not the result of a nonreciprocal transfer to owners, a gain on deconsolidation in the amount of approximately$27.7 million was recognized in the accompanying consolidated statement of income for the year endedOctober 31, 2020 . This gain was measured at the date of deconsolidation as the difference between the fair value of the investment in the TIC at the date the entity was deconsolidated and the carrying amount of the former subsidiary's assets and liabilities. (See Note 17 to FREIT's consolidated financial statements for further details.) As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT's residential segment for Fiscal 2020 decreased by 13.7% and 9.3%, respectively, as compared to Fiscal 2019. The decline in revenue for Fiscal 2020 was primarily attributable to the following: (a) a decline in revenue of approximately$5 million resulting from the deconsolidation of the operating results of the Pierre Towers property from FREIT's operating results due to the conversion to a TIC as ofFebruary 28, 2020 ; offset by (b) insurance reimbursements received in Fiscal 2020 of approximately$0.3 million ; and (c) a slight increase in base rents at most properties of approximately$0.2 million as compared to Fiscal 2019. The decline in NOI for Fiscal 2020 is primarily attributed the deconsolidation of the operating results of the Pierre Towers property from FREIT's operating results resulting in a decrease of approximately$2.2 million in NOI as compared to Fiscal 2019 offset by a decline in repairs and maintenance expense of approximately$0.4 million due to the deferral of non-essential maintenance projects across all properties in Fiscal 2020 in an effort to keep such costs lower while the Company has experienced a loss of revenues at the commercial properties and to adjust to the difficulty in hiring contractors due to imposed COVID-19 restrictions and mandates. Average occupancy for all residential properties for Fiscal 2020 decreased by approximately 1.6% over Fiscal 2019. The decline in the average occupancy rate is primarily driven by the decline in the average occupancy rate at the Icon to an average occupancy rate of 91.5% for Fiscal 2020 as compared to 95.1% for Fiscal 2019. This decline in occupancy rate is primarily attributed to tenants attending theJohns Hopkins University , which is in close proximity to the Icon and represents approximately 30% of our tenants at this property. In response to the COVID-19 pandemic,Johns Hopkins University only offered online classes for the fall semester which resulted in a loss of these tenants at our property. Same Property Operating Results: FREIT's residential segment currently contains seven (7) same properties. (See definition of same property under Segment Information above.)The Pierre Towers property was excluded from same property results for both fiscal years since this property was deconsolidated and converted to a TIC as ofFebruary 28, 2020 . Same property revenue and NOI increased by 0.9% and 1.7%, respectively, from Fiscal 2019. 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 at the end of Fiscal 2020 and Fiscal 2019 were$1,953 and$1,914 , respectively. For comparability purposes, the average residential rent for Fiscal 2019 has been restated to include the impact ofStation Place and excludes the impact of the Pierre Towers due to the deconsolidation and conversion to a TIC in Fiscal 2020. 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$274,000 and$258,000 , respectively. Capital expenditures: Since all of FREIT's apartment communities, with the exception of the Boulders, Regency, Icon andStation Place properties, were constructed more than 25 years ago, FREIT tends to spend more in any given year on maintenance and capital improvements than may be spent on newer properties. As a result of the COVID-19 global pandemic, only capital improvements deemed essential are being made at this time. Funds for these capital projects will be available from cash flow from the property's operations and cash reserves. FINANCING COSTS Years Ended October 31, 2020 2019 (In Thousands of Dollars) Fixed rate mortgages (a): 1st Mortgages Existing$ 7,401 $ 8,763 New - 190 Variable rate mortgages: 1st Mortgages Existing 5,211 7,384 New 92 - Other 329 594 Total financing costs, gross 13,033 16,931 Amortization of mortgage costs 1,089 1,139 Total financing costs, net$ 14,122 $ 18,070
(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 net financing costs for Fiscal 2020 decreased by approximately$3,948,000 or 21.8%, compared to Fiscal 2019 which is attributable to the following: (a) a decline in interest on variable mortgage loans of approximately$2,081,000 resulting from 32
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lower interest rates; (b) the deconsolidation of the Pierre Towers property from FREIT's operating results due to the conversion to a TIC as ofFebruary 28, 2020 resulting in a decrease in net financing costs of approximately$1,289,000 ; (c) a decline in other interest expense of approximately$265,000 primarily resulting from the$5 million payment of deferred Trustee fees to two retired Trustees earlier in Fiscal 2020 and a decline in the ten (10)-year Treasury Bond interest rate as compared to Fiscal 2019; and (d) the remainder of the decrease of approximately$313,000 resulted from the decline in interest on fixed interest rate mortgages due to another year of loan amortization. (See Note 17 to FREIT's consolidated financial statements for further details on the deconsolidation of the Pierre Towers property.)
INVESTMENT INCOME
Investment income for Fiscal 2020 was$204,000 as compared to$360,000 for Fiscal 2019. Investment income is principally derived from interest earned from cash on deposit in institutional money market funds and interest earned from secured loans receivable (loans made to Hekemian employees, includingRobert S. Hekemian , Jr., the Chief Executive Officer, President and a Trustee of FREIT,David B. Hekemian , a Trustee of FREIT,Allan Tubin , the Chief Financial Officer and Treasurer of FREIT and certain other members of the immediate family of the lateRobert S. Hekemian , FREIT's former Chairman, Chief Executive Officer and consultant of FREIT) for their equity investments (through Rotunda 100, LLC) inGrande Rotunda, LLC , a limited liability company in which FREIT owns a 60% equity interest. (See Note 8 to FREIT's consolidated financial statements for additional details.)
GENERAL AND ADMINISTRATIVE EXPENSES ("G&A")
G&A expense for Fiscal 2020 was$3,821,000 as compared to$2,633,000 for Fiscal 2019. The primary components of G&A are accounting/auditing fees, legal and professional fees, Trustees' and consultant fees and corporate expenses. The increase in G&A costs for Fiscal 2020 was primarily driven by an increase in legal costs of approximately$960,000 resulting from the legal proceedings between FREIT and certain of its affiliates andSinatra Properties, LLC and an increase of approximately$300,000 in lender and legal fees related to the conversion of the Pierre Towers partnership to a TIC in Fiscal 2020. (See Note 17 to FREIT's consolidated financial statements for additional details.)
SPECIAL COMMITTEE THIRD PARTY ADVISORY, LEGAL AND OTHER EXPENSES
Special Committee third party advisory, legal and other expenses for Fiscal 2020 was$4,606,000 as compared to$1,416,000 for Fiscal 2019. These expenses are primarily composed of advisory and legal fees incurred. OnMay 7, 2020 , the Board approved the elimination of the Special Committee as a committee of the Board. (See Note 14 to FREIT's consolidated financial statements for further details.) DEPRECIATION Depreciation expense from operations for Fiscal 2020 was$10,341,000 as compared to$11,339,000 for Fiscal 2019. The decline in depreciation expense for Fiscal 2020 was primarily attributable to the deconsolidation of the operating results of the Pierre Towers property from FREIT's operating results as ofFebruary 28, 2020 . (See Note 17 to FREIT's consolidated financial statements for further details.) 33
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Fiscal Years Ended
Summary revenues and net income for Fiscal 2019 and the fiscal year ended
Years Ended October 31, 2019 2018 Change (in thousands, except per share amounts) Real estate revenues: Commercial properties$ 27,122 $ 26,149 $ 973 Residential properties 33,155 31,848 1,307 Total real estate revenues 60,277 57,997 2,280 Operating expenses: Real estate operating expenses 26,062 24,883 1,179 Special Committee third party advisory, legal and other expenses 1,416 - 1,416 General and administrative 2,633 2,305 328 Depreciation 11,339 11,515 (176 ) Total operating expenses 41,450 38,703 2,747 Operating income 18,827 19,294 (467 ) Investment income 360 267 93 Unrealized (loss) gain on interest rate cap contract (160 ) 72 (232 ) Gain on sale of property 836 - 836 Financing costs (18,070 ) (18,667 ) 597 Net income 1,793 966 827 Net (income) loss attributable to noncontrolling interests in subsidiaries (6 ) 517 (523 ) Net income attributable to common equity $ 1,787$ 1,483 $ 304 Earnings per share - basic and diluted: $ 0.26$ 0.21 $ 0.05 Weighted average shares outstanding: Basic and diluted 6,940 6,883 Real estate revenue for Fiscal 2019 increased 3.9% to$60,277,000 compared to$57,997,000 for Fiscal 2018. 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 residential units and retail space at the property. Net income attributable to common equity ("net income-common equity") for Fiscal 2019 was$1,787,000 ($0.26 per share basic and diluted), compared to$1,483,000 ($0.21 per share basic and diluted) for Fiscal 2018. 34
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The schedule below provides a non-GAAP detailed analysis of the major changes that impacted revenue and net income-common equity for Fiscal 2019 and Fiscal 2018:
NON-GAAP NET INCOME COMPONENTS
Years Ended October 31, 2019 2018 Change (thousands of dollars) Income from real estate operations: Commercial properties$ 15,427 $ 14,288 $ 1,139
Residential
properties 18,788 18,826 (38 ) Total income from real estate operations 34,215 33,114 1,101 Financing costs: Fixed rate mortgages (8,953 ) (10,248 ) 1,295 Floating rate mortgages (7,384 ) (5,368 ) (2,016 ) Floating rate - Rotunda construction loan - (1,321 ) 1,321 Credit line - (28 ) 28 Other - Corporate interest (594 ) (652 ) 58 Mortgage cost amortization (1,139 ) (1,050 ) (89 ) Total financing costs (18,070 ) (18,667 ) 597 Investment income 360 267 93 Unrealized (loss) gain on interest rate cap contract (160 ) 72 (232 ) General & administrative expenses: Accounting fees (654 ) (544 ) (110 ) Legal & professional fees (135 ) (121 ) (14 ) Trustees and consultant fees (1,164 ) (989 ) (175 ) Stock option expense (124 ) (130 ) 6 Corporate expenses (556 ) (521 ) (35 ) Total general & administrative expenses (2,633 ) (2,305 ) (328 ) Special Committee third party advisory, legal and other expenses (1,416 ) - (1,416 ) Depreciation (11,339 ) (11,515 ) 176 Adjusted net income 957 966 (9 ) Gain on sale of property 836 - 836 Net income 1,793 966 827
Net (income) loss attributable to noncontrolling interests in subsidiaries (6 ) 517 (523 ) Net income attributable to common equity$ 1,787 $ 1,483 $ 304 Adjusted net income for Fiscal 2019 was$957,000 ($0.14 per share basic and diluted) compared to$966,000 ($0.14 per share basic and diluted) for Fiscal 2018. Adjusted net 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 inPatchogue, New York in Fiscal 2019. The slight decrease in adjusted net income for Fiscal 2019 was primarily driven by the following: (a) real estate tax credits and refunds related to the Icon at the Rotunda property in the amount of approximately$1.1 million received in Fiscal 2018 related to Fiscal 2017 (with a consolidated impact to FREIT of approximately$0.7 million ); (b) Special Committee third party advisory, legal and other expenses incurred in Fiscal 2019 in the amount of approximately$1.4 million ; (c) interest expense increase on the loan on the Rotunda property in the amount of approximately$0.6 million resulting primarily from an increase in interest rates as compared to the prior year; offset by (d) an increase in revenue of approximately$2.3 million as explained above and Fiscal 2018 being burdened by a$1.2 million loan prepayment cost (with a consolidated impact to FREIT of approximately$0.8 million ) related to thePierre Towers, LLC loan refinancing. (Refer to the segment disclosure below for a more detailed discussion on the financial performance of FREIT's commercial and residential segments.) 35
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SEGMENT INFORMATION
The following table sets forth comparative net operating income ("NOI") data for FREIT's real estate segments and reconciles the NOI to consolidated net income-common equity for Fiscal 2019, as compared to Fiscal 2018:
Commercial Residential Combined Years Ended Years Ended Years Ended October 31, Increase (Decrease) October 31, Increase (Decrease) October 31, 2019 2018 $ % 2019 2018 $ % 2019 2018 (In Thousands) (In Thousands) (In Thousands)
Rental income$ 20,324 $ 19,379 $ 945 4.9 %$ 32,592 $ 31,283 $ 1,309 4.2 %$ 52,916 $ 50,662 Reimbursements 6,295 5,989 306 5.1 % 134 104 30 28.8 % 6,429 6,093 Other 73 96 (23 ) -24.0 % 449 541 (92 ) -17.0 % 522 637 Total revenue 26,692 25,464 1,228 4.8 % 33,175 31,928 1,247 3.9 % 59,867 57,392 Operating expenses 11,694 11,861 (167 ) -1.4 % 14,368 13,022 1,346 10.3 % 26,062 24,883 Net operating income$ 14,998 $ 13,603 $ 1,395 10.3 %$ 18,807 $ 18,906 $ (99 ) -0.5 % 33,805 32,509 Gain on sale of property$ 836 $ -$ 836 100.0 % $ - $ - $ - 0.0 % 836 - Average Occupancy % 81.5 %* 80.6 %* 0.9 % 95.2 % 94.4 % 0.8 % Reconciliation to consolidated net income-common equity: Deferred rents - straight lining 410 605 Investment income 360 267 Unrealized (loss) gain on interest rate cap contract (160 ) 72 Special Committee third party advisory, legal and other expenses (1,416 ) - General and administrative expenses (2,633 ) (2,305 ) Depreciation (11,339 ) (11,515 ) Financing costs (18,070 ) (18,667 ) Net income 1,793 966 Net (income) loss attributable to noncontrolling interests (6 ) 517 Net income attributable to common equity$ 1,787 $ 1,483
*Average occupancy rate excludes the
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 or deconsolidated 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.
COMMERCIAL SEGMENT
The commercial segment contains eight (8) separate properties. Seven of these properties are multi-tenanted retail or office centers, and one is single tenanted on land located inRockaway, 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. OnFebruary 8, 2019 , FREIT sold a commercial building, formerly occupied as a Pathmark supermarket inPatchogue, 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 thePatchogue 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 the building inDecember 2015 . (See Note 2 to FREIT's consolidated financial statements.) As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT's commercial segment for Fiscal 2019 increased by 4.8% and 10.3%, respectively, as compared to Fiscal 2018. Average occupancy for all commercial properties increased by 0.9% as compared to Fiscal 2018. 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 of 73.8% in Fiscal 2018 to 82.3% in Fiscal 2019. Same Property Operating Results: FREIT's commercial segment currently contains eight (8) same properties. (See definition of same property.) ThePatchogue property was excluded from same property results for Fiscal 2019 and 2018 since this property was sold inFebruary 2019 . Same property revenue and NOI for Fiscal 2019 increased by 4.8% and 8.2%, 36
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respectively, as compared to Fiscal 2018. 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 Fiscal 2019. Tenant Weighted Weighted Improvement Lease Average Average Prior Allowance Commissions Number of Lease Area Lease Rate Lease Rate % Increase (per Sq. Ft.) (per Sq. Ft.) RETAIL: Leases (Sq. Ft.) (per Sq. Ft.) (per Sq. Ft.) (Decrease) (a) (a) Comparable leases (b) 23 83,812 $ 16.99 $ 16.26 4.5 % $ 0.20 $ 0.50 Non-comparable leases 8 10,708 $ 33.35 N/A N/A $ 2.32 $ 1.62 Total leasing activity 31 94,520 Tenant Weighted Weighted Improvement Lease Average Average Prior Allowance Commissions Number of Lease Area Lease Rate Lease Rate % Increase (per Sq. Ft.) (per Sq. Ft.) OFFICE: Leases (Sq. Ft.) (per Sq. Ft.) (per Sq. Ft.) (Decrease) (a) (a) Comparable leases (b) 15 28,845 $ 31.68 $ 29.06 9.0 % $ 0.40 $ 0.85 Non-comparable leases 4 14,590 $ 25.76 N/A N/A $ 5.16 $ 1.77 Total leasing activity 19 43,435
(a) These leasing costs are presented as annualized costs per square foot and are allocated uniformly over the 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. OnDecember 7, 2017 , FREIT completed the acquisition ofStation Place , a residential apartment complex consisting of one building with 45 units, located inRed Bank, New Jersey throughStation Place onMonmouth, LLC (FREIT's 100% owned consolidated subsidiary). FREIT identifiedStation Place as the replacement property for theHammel Gardens property located inMaywood, New Jersey that FREIT sold onJune 12, 2017 , which completed the like-kind exchange pursuant to Section 1031 of the Internal Revenue Code (see Note 3 to FREIT's consolidated financial statements for further details). As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT's residential segment for Fiscal 2019 increased by 3.9% and decreased by 0.5%, respectively, as compared to Fiscal 2018. Average occupancy for all residential properties increased by 0.8% as compared to Fiscal 2018. The increase in revenue for Fiscal 2019 was primarily attributable to: (a) an increase in the average occupancy at the Icon (the residential portion of the Rotunda property inBaltimore, Maryland ) to 95.1% in Fiscal 2019 from 91.9% in Fiscal 2018; and (b) an increase in base rent across the residential properties. The slight decrease in NOI for Fiscal 2019 was primarily attributed to the real estate tax credits and refunds related to the Icon property at the Rotunda in the amount of$1.1 million received in Fiscal 2018 related to Fiscal 2017 (with a consolidated impact to FREIT of approximately$0.7 million ) offset by a$1.2 million increase in revenue as explained above. Same Property Operating Results: FREIT's residential segment currently contains seven (7) same properties. (See definition of same property.)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. Same property revenue and NOI increased by 3.8% and decreased by 0.3%, respectively, from Fiscal 2018. Average occupancy for same properties increased by approximately 0.9% as compared to Fiscal 2018. 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, theStation Place property which was a newly acquired property that had been in operation for less than a year in Fiscal 2018), at the end of Fiscal 2019 and Fiscal 2018 were$1,949 and$1,902 , respectively. For comparability purposes, the average residential rent for Fiscal 2018 has been restated to include the impact of the Icon. 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$326,000 and$304,000 , respectively. Capital expenditures: Since all of FREIT's apartment communities, with the exception of the Boulders, Regency, Icon andStation 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. InApril 2018 ,Pierre Towers, LLC ("Pierre"), a consolidated subsidiary, entered into an agreement withPublic Service Electric & Gas Company ("PSE&G"), whereby PSE&G funded a project to make certain upgrades at the Pierre property located inHackensack, 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 37
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2018. Per the reimbursement agreement,Pierre Towers, LLC will reimburse PSE&G for approximately$314,000 of this cost on a monthly basis over a five-year term with no interest. FINANCING COSTS Years Ended October 31, 2019 2018 (In Thousands of Dollars) Fixed rate mortgages (a): 1st Mortgages Existing$ 8,763 $ 8,353 New 190 1,895 Variable rate mortgages: 1st Mortgages Existing 7,384 1,071 New - 4,297 Construction loan-Rotunda - 1,321 Credit line - 28 Other 594 652 Total financing costs, gross 16,931 17,617 Amortization of mortgage costs 1,139 1,050 Total financing costs, net$ 18,070 $ 18,667
(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 net financing costs for Fiscal 2019 decreased 3.2% as compared to Fiscal 2018 which was primarily driven by Fiscal 2018 being burdened by a$1.2 million loan prepayment cost (with a consolidated impact to FREIT of approximately$0.8 million ) related to thePierre Towers, LLC loan refinancing offset by an increase in Fiscal 2019 of approximately$0.6 million in interest expense on theGrande Rotunda, LLC loan resulting from an increase in the one-month LIBOR interest rate. (See Note 5 to FREIT's consolidated financial statements for more details.) INVESTMENT INCOME Investment income for Fiscal 2019 was$360,000 as compared to$267,000 for Fiscal 2018. Investment income is principally derived from interest earned from cash on deposit in institutional money market funds and interest earned from secured loans receivable (loans made to Hekemian employees, including,Robert S. Hekemian , Jr., the Chief Executive Officer, President and a Trustee of FREIT,David B. Hekemian , a Trustee of FREIT,Allan Tubin , the Chief Financial Officer and Treasurer of FREIT and certain other members of the immediate family of the lateRobert S. Hekemian , FREIT's former Chairman, Chief Executive Officer and consultant of FREIT) for their equity investments (through Rotunda 100, LLC) inGrande Rotunda, LLC , a limited liability company in which FREIT owns a 60% equity interest, and for their equity investments (through Damascus 100, LLC) inDamascus Centre, LLC , a limited liability company in which FREIT owns a 70% equity interest). The secured loan receivable (including accrued interest) from Damascus 100, LLC was repaid in the fourth quarter of Fiscal 2018.
GENERAL AND ADMINISTRATIVE EXPENSES
During Fiscal 2019, G&A was
SPECIAL COMMITTEE THIRD PARTY ADVISORY, LEGAL AND OTHER EXPENSES
Special Committee third party advisory, legal and other expenses for Fiscal 2019 was$1,416,000 as compared to$0 for Fiscal 2018. These expenses are primarily composed of advisory and legal fees incurred. The Special Committee was formed onMarch 28, 2019 and onMay 7, 2020 , the Board approved the elimination of the Special Committee as a committee of the Board. (See Note 14 to FREIT's consolidated financial statements for further details.)
DEPRECIATION
Depreciation expense from operations for Fiscal 2019 was$11,339,000 as compared to$11,515,000 for Fiscal 2018. The slight decrease in depreciation in Fiscal 2019 was primarily attributable to lower depreciation expense resulting from the sale of thePatchogue property inFebruary 2019 . (See Note 2 to FREIT's consolidated financial statements for further details.) 38
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LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was$3.6 million for Fiscal 2020 compared to net cash provided by operating activities of$14.1 million for Fiscal 2019. 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 its 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 Form 10-K. As atOctober 31, 2020 , FREIT had cash, cash equivalents and restricted cash totaling$39.5 million , compared to$42.5 million atOctober 31, 2019 . The decrease in cash in Fiscal 2020 is primarily attributable to$3.6 million in net cash used in financing activities,$3 million in net cash used in investing activities including capital expenditures offset by$3.6 million in net cash provided by operating activities. The primary drivers of this decline were as follows: (a) Special Committee third party advisory, legal and other expenses paid in the amount of approximately$5.1 million ; (b) deferred compensation paid to two retired trustees in the amount of approximately$5 million ; (c) the deconsolidation of the operating results of the Pierre Towers property from FREIT's operating results, reducing net cash by approximately$1.4 million ; offset by (d) a distribution received in the amount of approximately$2.2 million as a result of the refinancing of the loan on theWestwood Hills property inSeptember 2020 . OnFebruary 8, 2019 , FREIT sold a commercial building, formerly occupied as a Pathmark supermarket inPatchogue, 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 thePatchogue 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 the building inDecember 2015 . (See Note 2 to FREIT's consolidated financial statements.) OnDecember 7, 2017 , FREIT completed the acquisition ofStation Place , a residential apartment complex consisting of one building with 45 units, located inRed Bank, New Jersey throughStation Place onMonmouth, LLC (FREIT's 100% owned consolidated subsidiary). FREIT identifiedStation Place as a replacement property for theHammel Gardens property that FREIT sold onJune 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 theHammel Gardens property, and the remaining balance of$12,350,000 (inclusive of the transaction costs) was funded byStation Place onMonmouth, LLC through long-term financing for this property fromProvident Bank . (See Note 3 to FREIT's consolidated financial statements.) The Rotunda property inBaltimore, Maryland (owned by FREIT's 60% owned consolidated affiliateGrande Rotunda, LLC ) is an 11.5 acre site containing, at the time that the property was acquired, a building with approximately 137,000 sq. ft. of office space and approximately 83,000 sq. ft. of retail space on the lower level of the building. InSeptember 2013 , FREIT began construction to redevelop and expand this property and, with the exception of retail tenant improvements, the redevelopment was substantially completed in the third quarter of Fiscal 2016. The redevelopment and expansion plans included a modernization of the office building and smaller adjacent buildings, construction of 379 residential apartment rental units, an additional 75,000 square feet of new retail space, and 864 above level parking spaces. By the end of the third quarter of Fiscal 2018, the residential section reached a stabilized level of occupancy of approximately 94%. With regard to the funding of the Rotunda redevelopment project,Wells Fargo Bank , a previous lender, required thatGrande Rotunda, LLC contribute not less than$14,460,000 toward the construction before any construction loan proceeds could be disbursed. To secure these fundsGrande Rotunda, LLC made a capital call on its members, which are FREIT and Rotunda 100, LLC ("Rotunda 100"). FREIT's share (60%) amounted to approximately$8.7 million , and the Rotunda 100 members' share (40%) amounted to approximately$5.8 million . FREIT, pursuant to previous agreements, made secured loans to the Rotunda 100 members of approximately$2.1 million towards their share of the$5.8 million capital call. The balance of Rotunda 100's capital call of approximately$3.7 million was initially made by FREIT until it was repaid by Rotunda 100 inAugust 2014 . These loans bear an interest rate of 225 basis points over the 90 day LIBOR, and had a maturity date ofJune 19, 2015 . OnJune 4, 2015 , FREIT'sBoard of Trustees approved an extension of the maturity date 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. OnDecember 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 byGrande Rotunda, LLC to its members as a result of the refinancing or sale ofGrande Rotunda, LLC or the Rotunda property. Rotunda 100 is principally owned by employees ofHekemian & Co. , includingAllan Tubin , FREIT's Chief Financial Officer and Treasurer,Robert S. Hekemian , Jr., Chief Executive Officer, President and a Trustee of FREIT,David B. Hekemian , a Trustee of FREIT and certain other members of the immediate family of the lateRobert S. Hekemian , FREIT's former Chairman, Chief Executive Officer and consultant of FREIT. As ofOctober 31, 2020 , FREIT and Rotunda 100 have made their required capital contributions of$8.7 million and$5.8 million , respectively. Both FREIT and the Rotunda 100 members are treating their required capital contributions as additional investments inGrande Rotunda, LLC . 39
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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 previously held with Wells Fargo was at its maximum level resulting in no additional funding available to draw. Accordingly, during Fiscal 2017 the equity owners inGrande Rotunda, LLC (FREIT with a 60% ownership and Rotunda 100, LLC with a 40% ownership) contributed their respective pro-rata share of any cash needs through loans toGrande Rotunda, LLC . As ofOctober 31, 2020 andOctober 31, 2019 , Rotunda 100, LLC has fundedGrande Rotunda, LLC with approximately$5.9 million and$5.7 million (including accrued interest), respectively, which is included in "Due to affiliate" on the accompanying consolidated balance sheets. OnFebruary 7, 2018 ,Grande Rotunda, LLC ("Grande Rotunda") refinanced its$115.3 million construction loan held by Wells Fargo with a new loan held byAareal Capital Corporation in the amount of approximately$118.5 million with additional funding available throughFebruary 6, 2021 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 8 to FREIT's 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 ofFebruary 6, 2021 with two one-year renewal options to extend the maturity of this loan, subject to certain requirements as provided for in the loan agreement. As part of this transaction, Grande Rotunda 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 which matured onMarch 5, 2020 . OnFebruary 28, 2020 , Grande Rotunda purchased an interest rate cap on LIBOR, with an effective date ofMarch 5, 2020 , for the full amount that can be drawn on this loan of$121.9 million , capping the one-month LIBOR rate at 3% for one year. As ofOctober 31, 2020 , approximately$118.5 million of this loan facility was drawn down and the interest rate was approximately 2.99%. OnNovember 5, 2020 , Grande Rotunda elected to exercise the first extension option on this loan to extend the initial maturity date fromFebruary 6, 2021 untilFebruary 6, 2022 . In order to extend the maturity due date Grande Rotunda must satisfy the following conditions: (a) pay to lender an extension fee of 0.2% of the extended loan balance; (b) certify that no default or events of default exist; (c) extend the interest rate cap to expire onFebruary 6, 2022 ; and (d) allow lender to obtain an updated appraisal of the property. The principal balance of the amount of the loan to be extended must not exceed a loan-to-value of 62.5%. To the extent the loan-to-value exceeds the 62.5% limit, the loan must be brought in to balance via a loan reduction or by other means satisfactory to the Lender. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended. (See Notes 5 and 6 to FREIT's consolidated financial statements for further details). OnApril 22, 2016 ,Damascus Centre, LLC was able to take-down a second tranche of its loan held withPeople'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. InJuly 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 andDamascus 100 in turn repaid FREIT the secured loans receivable plus accrued interest in the amount of approximately$1.9 million . Credit Line: FREIT's revolving line of credit provided by theProvident Bank was renewed for a three-year term ending onOctober 31, 2023 . 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 onFREIT's Franklin Crossing Shopping Center inFranklin Lakes, New Jersey and retail space inGlen Rock, New Jersey . The total line of credit is$13 million and the interest rate on the amount outstanding is based on a floating interest rate of prime minus 25 basis points with a floor of 3.75%. During Fiscal 2017, FREIT utilized$3 million of its credit line to fund tenant improvements for new retail tenants at the Rotunda property and repaid this line of credit in full in Fiscal 2018. As ofOctober 31, 2020 and 2019, there was no amount outstanding and$13 million was available under the line of credit. (See Note 5 to FREIT's consolidated financial statements for additional details.)
Dividend:
As atOctober 31, 2020 , FREIT's aggregate outstanding mortgage debt was$307.2 million , which bears a weighted average interest rate of 3.84% and an average life of approximately 3.03 years. FREIT's fixed rate mortgages are subject to amortization schedules that are longer than the terms of the mortgages. As such, balloon payments (unpaid principal amounts at mortgage due date) for all mortgage debt will be required as follows: Fiscal Year 2021 2022 2023 2024 2025 2026 2028
2029
($ in millions)
Mortgage "Balloon" Payments
(A) Includes the following: (1) loan (with two one-year renewal options) on the Rotunda property located inBaltimore, Maryland with a balloon payment in the amount of approximately$118.5 million which matures onFebruary 6, 2021 . OnNovember 5, 2020 , Grande Rotunda elected to exercise the first extension option on this loan to extend the initial maturity date fromFebruary 6, 2021 untilFebruary 6, 2022 ; and (2) loan on theWestridge Square shopping center located inFrederick, Maryland with a balloon payment in the amount of approximately$21.7 million which matures onJanuary 31, 2021 . The lenders of these properties are conducting due diligence on these loan modifications/extensions. Management expects these loans to be modified/extended, however, until such time as a definitive agreement providing for a modification/extension of these loans are entered into, there can be no assurance these loans will be modified/extended. 40
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The following table shows the estimated fair value and carrying value of FREIT's
long-term debt, net at
($ in Millions)
Fair Value$311.4 $352.9 Carrying Value, Net$305.4 $349.9 Fair values are estimated based on market interest rates at the end of each fiscal year 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). FREIT expects to refinance the individual mortgages with new mortgages or exercise extension options 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, atOctober 31, 2020 , a 1% interest rate increase would reduce the fair value of FREIT's debt by$5.8 million , and a 1% decrease would increase the fair value by$6.1 million . 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. OnSeptember 30, 2020 ,Westwood Hills, LLC ("Westwood Hills"), a consolidated subsidiary, refinanced its$19.2 million loan (which would have matured onNovember 1, 2020 ) with a new loan held byConnectOne Bank in the amount of$25,000,000 , with additional funding available in the amount of$250,000 for legal fees potentially incurred by the lender related to the lis pendens on this property. (See Note 14 to FREIT's consolidated financial statements for additional details.) This loan, secured by an apartment building inWestwood, New Jersey , is interest-only based on a floating rate at 400 basis points over the one-month LIBOR rate with a floor of 4.15% and has a maturity date ofOctober 1, 2022 with the option ofWestwood Hills to extend for two (2) additional six (6)-month periods from the maturity date, subject to certain provisions of the loan agreement. This refinancing resulted in: (i) a change in the annual interest rate from a fixed rate of 4.62% to a variable rate with a floor of 4.15% and (ii) net refinancing proceeds of approximately$5.6 million that were distributed to the partners inWestwood Hills with FREIT receiving approximately$2.2 million based on its 40% membership interest inWestwood Hills . As ofOctober 31, 2020 , approximately$25,000,000 of this loan was drawn and outstanding. (See Note 5 to FREIT's consolidated financial statements for additional details.) OnAugust 26, 2019 ,Berdan Court, LLC ("Berdan Court"), (owned 100% by FREIT), refinanced its$17 million loan (which matured onSeptember 1, 2019 ) with the lender in the amount of$28,815,000 . This loan, secured by an apartment building located inWayne, 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. (See Note 5 to FREIT's consolidated financial statements for additional details.) OnApril 3, 2019 , WestFREIT, Corp. (owned 100% by FREIT) exercised its option to extend its loan held by M&T Bank, with a then outstanding balance of approximately$22.5 million , for twelve months. Effective beginning onJune 1, 2019 , the extension of this loan, secured by theWestridge Square shopping center, required 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 had a maturity date ofMay 1, 2020 which was extended toNovember 1, 2020 . This loan has been further extended with a new maturity date ofJanuary 31, 2021 under the same terms and conditions of the existing agreement while the lender is in discussions with the Company regarding a further modification and extension of this loan. Management expects the loan to be extended, however, until such time as a definitive agreement providing for a modification and extension of the loan is entered into, there can be no assurance the loan will be modified and extended. (See Note 5 to FREIT's consolidated financial statements for additional details.) OnDecember 7, 2017 ,Station Place onMonmouth, LLC (owned 100% by FREIT) closed on a mortgage loan in the amount of$12,350,000 held byProvident Bank to purchase theStation Place property inRed 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-monthBBA LIBOR with a maturity date ofDecember 15, 2027 . In order to minimize interest rate volatility during the term of the loan,Station Place onMonmouth, 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. The interest rate swap is considered a derivative financial instrument that will be used only to reduce interest rate risk, and not held or used for trading purposes. OnJanuary 21, 2019 ,Station Place onMonmouth, LLC entered into a modification agreement withProvident Bank to modify the loan's Debt Service Coverage Ratio covenants. (See Note 5 to FREIT's 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 41
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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 itsDamascus Centre, LLC ("Damascus Centre"),Wayne PSC, LLC ("Wayne PSC"),FREIT Regency, LLC ("Regency") andStation Place onMonmouth, LLC ("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 ($18,869,000 atOctober 31, 2020 ) for the Damascus Centre swaps, a notional amount of approximately$16,200,000 ($15,255,000 atOctober 31, 2020 ) for the Regency swap, a notional amount of approximately$25,800,000 ($23,078,000 atOctober 31, 2020 ) for the Wayne PSC swap and a notional amount of approximately$12,350,000 ($12,181,000 atOctober 31, 2020 ) for theStation 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 ofGrande Rotunda, LLC's (Grande Rotunda) construction loan held by Wells Fargo with a new loan fromAareal 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 which matured onMarch 5, 2020 . OnFebruary 28, 2020 , Grande Rotunda purchased an interest rate cap on LIBOR, with an effective date ofMarch 5, 2020 , for the full amount that can be drawn on this loan of$121.9 million , capping the one-month LIBOR rate at 3% for one year. The cap contract was based on a notional amount of approximately$121,900,000 ($121,900,000 atOctober 31, 2020 ) and a term of one year with the loan being hedged against having a balance of approximately$118,520,000 and a remaining term of one year. In accordance with ASU 2017-12, "Targeted Improvements to Accounting for Hedging Activities to Accounting Standards Codification Topic 815, Derivatives and Hedging ("ASC 815")" which was adopted by FREIT in the first quarter of Fiscal 2020 (see Note 1 to FREIT's consolidated financial statements for further details), FREIT marks-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 and cap are accounted for as cash flow hedges with the corresponding gains or losses on these contracts not affecting FREIT's consolidated statements of income; 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 consolidated balance sheet. 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. In Fiscal 2019, prior to the adoption of ASU 2017-12, the Grande Rotunda interest rate cap which matured onMarch 5, 2020 was, for accounting purposes, deemed to be an ineffective cash flow hedge with a corresponding gain or loss being recorded in FREIT's consolidated statements of income.
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. AtOctober 31, 2020 , the swap contracts for Damascus Centre, Regency,Station Place andWayne PSC were in the counterparties' favor. If FREIT had terminated these contracts at that date it would have realized losses of approximately$0 for the Grande Rotunda cap,$610,000 for the Damascus Centre swaps,$1,385,000 for the Regency swap,$1,669,000 for theStation Place swap and$1,260,000 for the Wayne PSC swap, all of which have been included as a liability in FREIT's consolidated balance sheet as atOctober 31, 2020 . The change in the fair value for the contract (gain or loss) during such period has been included in comprehensive income and for the year endedOctober 31, 2020 , FREIT recorded an unrealized loss of approximately$2,798,000 in the consolidated statement of comprehensive income. In Fiscal 2019, FREIT was accounting for its interest rate swaps and cap contract in accordance with ASC 815, "Accounting for Derivative Instruments and Hedging Activities". (See Notes 1 and 6 to FREIT's consolidated financial statements for additional details). For the year endedOctober 31 2019 , FREIT recorded an unrealized loss of$6,400,000 in the consolidated statement of comprehensive loss representing the change in fair value of the swaps 42
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during such period. For the year endedOctober 31, 2019 , FREIT recorded an unrealized loss in the consolidated statement of income of approximately$160,000 for Grande Rotunda's interest rate cap (which matured onMarch 5, 2020 ) representing the change in the fair value of this ineffective cash flow hedge during such period. As ofOctober 31, 2019 , the fair value of the Grande Rotunda interest rate cap contract was$0 . Counterparty Credit Risk: Each party to a cap or swap contract bears the risk that its counterparty will default on its obligation to make a periodic payment. FREIT reduces this risk by entering into swap or cap contracts only with major financial institutions that are experienced market makers in the derivatives market.
FREIT's total contractual obligations under its line of credit and mortgage
loans in place as of
CONTRACTUAL OBLIGATIONS-PRINCIPAL (in thousands of dollars) Within 2 - 3 4 - 5 After 5 Total One Year Years Years Years Long-Term Debt Annual Amortization$ 14,945 $ 3,188 $ 4,944 $ 3,174 $ 3,639 Balloon Payments 292,295 140,200 74,149 22,915 55,031 Total Long-Term Debt*$ 307,240 $ 143,388 $ 79,093 $ 26,089 $ 58,670
*Includes deferred interest in the amount of approximately
FREIT's annual estimated cash requirements related to interest on its line of
credit and mortgage loans in place as of
INTEREST OBLIGATIONS (in thousands of dollars) Within 2 - 3 4 - 5 After 5 Total One Year Years Years Years Interest on Fixed Rate Debt$ 24,685 $ 5,308 $ 8,906 $ 4,949 $ 5,522 Interest on Variable Rate Debt (1) (2) 7,203 4,724 2,479 - - Total Interest Obligations$ 31,888 $ 10,032 $ 11,385 $ 4,949 $ 5,522
(1) Interest based on rates as of
(2) Since management expects the loan on the Rotunda property to be extended throughFebruary 6, 2022 and the loan on theWestridge Square shopping center to be extended for at least one year throughJanuary 31, 2022 , an estimate of interest expense was included (See Note 5 to FREIT's consolidated financial statements for additional details.) 43
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ADJUSTED FUNDS FROM OPERATIONS
Funds From Operations ("FFO") is a non-GAAP measure defined by theNational 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: Years Ended October 31, 2020 2019 2018 (In Thousands, Except Per Share) Funds From Operations ("FFO") (a) Net income$ 17,320 $ 1,793 $ 966 Depreciation of consolidated properties 10,341 11,339 11,515 Tenant improvement write-off due to COVID-19 7,277 - - Amortization of deferred leasing costs 730 611 739 Distributions to minority interests (583 )(b) (686 ) (626 )(c) Adjustment to loss in investment in tenancy-in-common for depreciation 933 - - Gain on sale of property - (836 ) - Gain on deconsolidation of subsidiary (27,680 ) - - FFO$ 8,338 $ 12,221 $ 12,594 Per Share - Basic and Diluted$ 1.19 $ 1.76 $ 1.83
(a) As prescribed by NAREIT.
(b) FFO excludes the distribution of proceeds to minority interest in the amount of approximately$3.3 million related to the refinancing of the loan for theWestwood Hills property. See Note 5 to the consolidated financial statements for further details. (c) FFO excludes the distribution of proceeds to minority interest in the amount of approximately$6 million related to the refinancing of the loan for the Pierre Towers property (previously owned byS And A Commercial Associates Limited Partnership ) which in Fiscal 2018 was a consolidated subsidiary and the distribution of funds to minority interest in the amount of approximately$1.6 million received fromDamascus Centre, LLC for funds which were previously held in escrow. See Note 5 to the consolidated financial statements for further details. Adjusted Funds From Operations ("AFFO") FFO$ 8,338 $ 12,221 $ 12,594 Deferred rents (Straight lining) 397 (410 ) (605 ) Capital Improvements - Apartments (347 ) (685 ) (738 ) AFFO$ 8,388 $ 11,126 $ 11,251 Per Share - Basic and Diluted$ 1.20 $ 1.60 $ 1.63 Weighted Average Shares Outstanding: Basic 6,992 6,940 6,883 Diluted 6,994 6,940 6,883 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. STOCK OPTION PLAN OnMarch 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 beMarch 3, 2029 . (See Note 10 to FREIT's consolidated financial statements for further details.) 44
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DISTRIBUTIONS TO SHAREHOLDERS
Since its inception in 1961, FREIT has elected to be treated as a REIT for federal income tax purposes. In order to qualify as a REIT, FREIT must satisfy a number of highly technical and complex operational requirements, including a requirement that FREIT must distribute to its shareholders at least 90% of its REIT taxable income. Although cash used to make distributions reduces amounts available for capital investment, FREIT generally intends to distribute not less than the minimum of REIT taxable income necessary to satisfy the applicable REIT requirement as set forth in the Internal Revenue Code. With respect to the Jobs and Growth Tax Relief Reconciliation Act of 2003, the reduction of the tax rate on dividends does not apply to FREIT dividends other than capital gains dividends, which are subject to capital gains rates. FREIT's policy is to pass on at least 90% of its ordinary taxable income to shareholders. FREIT's taxable income is untaxed at the trust level to the extent distributed to shareholders. FREIT's dividends of ordinary taxable income will be taxed as ordinary income to its shareholders and FREIT's capital gains dividends will be taxed as capital gains to its shareholders. FREIT'sBoard of Trustees evaluates the dividend to be declared/paid (if any) on a quarterly basis. The following tables list the quarterly dividends declared for the three most recent fiscal years and the dividends as a percentage of taxable income for those periods. Fiscal Years Ended October 31, 2020 2019 2018 First Quarter $ -$ 0.150 $ - Second Quarter $ -$ 0.125 $ 0.05 Third Quarter $ -$ 0.125 $ 0.05 Fourth Quarter $ -$ 0.200 $ 0.05 Total For Year $ -$ 0.600 $ 0.15 (in thousands of dollars) Dividends Fiscal Per Total Ordinary Capital Gain Taxable as a % of Year Share Dividends Income-Tax Basis Income-Tax Basis Income Taxable Income 2020 $ - $ - $ - * $ - $ - * 0.0 % 2019$ 0.60 $ 4,173 $ 4,073 $ 100$ 3,877 107.6 % 2018$ 0.15 $ 1,035 $ 1,035 $ -$ 630 164.3 % *Estimated 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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