FREVS 10-K & 10-Q changes, risk factors and insider trading
First Real Estate Investment Trust Of New Jersey, Inc. · OTC · Real Estate Investment Trusts · CIK 36840 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
Development and construction risks:see in full comparisonAsFromparttimeoftoits investment strategy,time, FREITseeksengagestoinacquire property forthe development andconstruction,constructionasofwell as to develop and build on land already in its portfolio.property. Development and construction activities are challenged with the following risks, which may adversely affect FREIT’s cash flow:
Debt financing could adversely affect income and cash flow: FREIT relies on debt financing to fund itssee in full comparisongrowth through acquisitionsoperations and development activities. To the extent third party debt financing isnot available ornot available on acceptable terms,acquisitionsFREIT’s operations and development and construction activities will becurtailed.adversely affected.
Full comparison: every changed paragraph (5)
Adverse Changes in General Economic Climate:
FREIT derives the majority of its revenues from renting apartments to individuals or families, and from retailers renting space at its
shopping centers. Over the past several years, there have been many factors aiding in economic growth in the United States such as: (a)
improvement in the housing market; (b) increased consumer confidence to push spending modestly higher; (c) improvements in private sector
employment; and (d) improved credit availability. However, there have been many factors impacting long-term economic growth, including,
without limitation: (i) continued political gridlock in the federal government; (ii) regulatory uncertainties; (iii) continued infrastructure
deterioration; (iv) increasing concerns regarding terrorism; (v) rising healthcare costs; (vi) the impact of trade policies; and moretariffs;
recently,and (vii) rising energy, wages and consumer prices drivingwhich previously resulted in an increase in inflation along with an increase in interest
rates.
Development and construction risks:
AsFrom parttime ofto its investment strategy,time, FREIT seeksengages toin acquire property forthe development and construction,construction asof well as to develop and build
on land already in its portfolio.property. Development and construction activities are challenged
with the following risks, which may adversely
affect FREIT’s cash flow:
Debt financing could adversely affect income
and cash flow: FREIT relies on debt financing to fund its growth through acquisitionsoperations and development activities. To the extent
third party debt
financing is not available or not available on acceptable terms, acquisitionsFREIT’s operations and development and construction activities will be curtailed.adversely
affected.
As of October 31, 2024,2025, FREIT had approximately
$128.9$121.3 million of non-recourse fixed interest rate mortgage debt, including deferred interest, and no non-recourse variable interest rate
mortgage debt. These mortgages
are being repaid over periods (amortization schedules) that are longer than the terms of the mortgages.
Accordingly, when the mortgages
become due (at various times), significant balloon payments (the unpaid principal amounts) will be required.
FREIT expects to refinance
the individual mortgages with new mortgages or exercise extension options available to FREIT or its subsidiaries
when their terms expire.
To this extent, FREIT has exposure to capital availability and 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 the mortgage debt being retired. To the extent FREIT is unable to refinance its indebtedness
on acceptable terms, FREIT
might need to dispose of one or more of its properties upon disadvantageous terms.
Qualification as a REIT: Since its
inception in 1961, FREIT has elected to qualify as a REIT for federal income tax purposes, and will continue to operate in such a manner
as to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of highly technical and complex provisions of the Internal
Revenue Code. Governmental legislation, new regulations, and administrative interpretations may significantly change the tax laws with
respect to the requirements for qualification as a REIT, or the federal income tax consequences of qualifying as a REIT. Although FREIT
intends to continue to operate in a manner to allow it to qualify as a REIT, future economic, market, legal, tax or other considerations
may cause it to revoke the REIT election or fail to qualify as a REIT. Such a revocation would subject FREIT’s income to federal
income tax at regular corporate rates, and failure to qualify as a REIT would also eliminate the requirement that FREIT pay dividends
to its
stockholders.
Management's Discussion & Analysis (MD&A)
New heading “Fiscal Years Ended October 31, 2025 and 2024”
New heading “INTEREST EXPENSE INCLUDING AMORTIZATION OF DEFERRED FINANCING COSTS (“NET FINANCING COSTS”)”
New heading “INTEREST EXPENSE INCLUDING AMORTIZATION OF DEFERRED FINANCING COSTS (“NET FINANCING COSTS”)”
Removed heading “FINANCING COSTS”
Removed heading “Fiscal Years Ended October 31, 2023 and 2022”
Removed heading “FINANCING COSTS”
Largest changes
“The economic and financial environment: The U.S. unemployment and inflation rates have risen from 4.1% and 2.6% in October 2024 to 4.4% and 3.0% in October 2025, reflecting a cooling labor market and persistent price pressures. Inflation has been driven partly by tariff-related cost increases, which have raised prices for goods such as apparel and durable goods, while services inflation remains elevated. …”see in full comparison
On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement, to extend the term of its loan secured by the Westwood Plaza shopping center located in Westwood, New Jersey for one additional year from an initial maturity date of February 1, 2024 to a new maturity date of February 1, 2025.see in full comparisonThisTheloanoutstandingextensionbalance ofitsthisoutstanding balanceloan as of February 1, 2024ofwas approximately$16,458,000 is based on a fixed interest rate of 8.5% and is$16,458,000, payable based on monthly installments of principal and interest of approximately$166,727.$166,727, and bearing interest at a fixed rate of 8.5%. Additionally, FREIT fundedanthe interest reserve escrow account for this loan (“Escrow”) with an additional$112,556$112,556, increasing the Escrow balance to $2,000,722, whichrepresentsrepresented the annualized principal and interest payments for one (1) year under this loan extension.ThisEffectiveEscrowFebruaryis1,held at2025, Valley National Bankand in the eventextendedof a default on this loan, the bank shall be permitted to use the proceeds from the Escrow to make monthly debt service payments on the loan. FREIT is in the process of extendingthis loanwithfor 90 days from a maturity date of February 1, 2025 to a maturity date of May 1, 2025 under thecurrentsamelender.termsManagementandexpectsconditionsthisof the existing loanto be extended, however, until such time as a definitive agreement providing for an extension of this loan is entered into, there can be no assurance this loan will be extended. (See Note 5 to FREIT’s consolidated financial statements for further details.)agreement.
“Real estate revenue for Fiscal 2025 increased 2.2% to $29,317,000 compared to $28,678,000 for Fiscal 2024. The increase in revenue for Fiscal 2025 of approximately $650,000 was attributable to an increase from the residential segment of approximately $900,000 driven primarily by an increase in base rents across most properties while the average occupancy increased slightly from 96.1% in Fiscal 2024 to 96.6% in Fiscal 2025 offset by a decrease from the commercial segment of approximately $250,000. …”see in full comparison
“The decline in revenue for Fiscal 2025 of approximately $250,000 was primarily driven by the following: (a) a decline in revenue of approximately $350,000 at the Preakness shopping center attributed to a decline in the average occupancy from 46.3% in Fiscal 2024 to 44.7% in Fiscal 2025; (b) a decline in revenue of approximately $200,000 at the Westwood Plaza shopping center attributed to a $150,000 real estate tax refund received in Fiscal 2024 and a $125,000 decrease in revenue resulting from the decline in the average occupancy from 34.8% in Fiscal 2024 to 29.1% in Fiscal 2025; …”see in full comparison
see in full comparisonOn December 15, 2024, the mortgage secured by an apartment building located in Middletown, New York came due.EffectiveDecemberMay15,1,2024,2025, FREIT entered into a loan extensionand modification agreement with the lender of this loan, Provident Bank. The outstanding balance of the loan as of the effective date of the extensionand modification agreementwaswith Valley National Bank and paid down this loan by approximately$13.9$5.7 million (including deferred interest of approximately $0.2 million) bringing the loan balance to $10 million. Under the terms and conditions of this loan extension and modification, the maturity date of this loan is extended forthreeoneyearsyear toDecemberMay15,1,2027,2026, the interest rate on the outstanding debt is based on a fixedatinterest6.05% perrateyearof 8.5% and monthly installments of principal and interest of approximately$84,521$107,978 are required. The pay down of this loan will result in annual debt service savings of approximately $705,000. Additionally, the Escrow balance was reduced from $2,000,722 to $1,295,739 resulting in a refund to FREIT of $704,983. This Escrow is held at Valley National Bank and in the event of a default on this loan, the bank shall be permitted to use the proceeds from the Escrow to make monthly debt service payments on the loan. (See Note 5 to FREIT’s consolidated financial statements foradditionalfurther details.)
“The increase in adjusted net income for Fiscal 2025 of approximately $1,550,000 was primarily driven by the following: (a) a decline in general and administrative expenses of approximately $1,550,000 driven by a decrease in corporate expenses of approximately $750,000 related to costs incurred in Fiscal 2024 for work performed for the Company by a financial advisory firm and a decline in legal and professional expenses of approximately $700,000 due to the settlement of the Sinatra litigation in Fiscal 2024; …”see in full comparison
Full comparison: every changed paragraph (90)
The economic and financial environment: The U.S. unemployment and inflation rates have risen from 4.1% and 2.6% in October 2024 to 4.4% and 3.0% in October 2025, reflecting a cooling labor market and persistent price pressures. Inflation has been driven partly by tariff-related cost increases, which have raised prices for goods such as apparel and durable goods, while services inflation remains elevated. Mortgage rates, though still high compared to pre-2022 levels, have eased from their January peak of about 7% to roughly 6.0% to 6.3% for 30-year fixed rate loans, improving affordability slightly. Economic growth has been uneven: real GDP contracted by 0.6% in the first quarter of 2025 but rebounded to 3.8% in the second quarter of 2025, supported by consumer spending and reduced imports, though forecasts point to slower growth near 1.7% to 1.9% for the full year. During the latter portion of 2025, the Federal Reserve cut its policy rate three times—from 4.5% to 3.75%, marking the first reductions since December 2024, in response to labor market softening and tariff uncertainty.
The economic and financial environment:
Over the past year, the U.S. inflation rate has declined from 3.2% in October 2023 to 2.6% in October 2024, which is the lowest rate since
February 2021, while the U.S. unemployment rate has increased from 3.8% in October 2023 to 4.1% in October 2024. In November and December
2024, the Federal Reserve lowered interest rates to 4.5%. Prior to the recent reductions in interest rates, the Federal Reserve held interest
rates at 5.5% from July 2023 to September 2024, which was the highest rate level since 2001. As a result, mortgage rates have been at
the highest in more than a decade. This decline in the inflation rate, which is nearing the Federal Reserve’s 2% target, coupled
with a slowdown in employers hiring and the unemployment rate rising may signal the Federal Reserve to continue to lower interest rates.
However, it is uncertain if this is the action they will take and at what pace this would be done.
Residential Properties: Our residential
portfolio continues to generate positive cash flow. AverageWhile average rents on turned units (apartments which were vacated and thenexisting re-leasedrenewals toremain generally stable
new tenants) has continued to increase across mostmuch of the portfolioportfolio, andwe theare rateseeing ofa increasemodest onbut renewalsnoticeable foreasing existingin tenantsmarket isstrength slightlycompared to prior quarters. This stability
softening. These increases should meaningfully contribute to FREIT’s income over time but it is uncertain what impact the significant
rise inelevated interest rates and tariffs may
have on these properties over the next year.
Commercial Properties: While the
Franklin Crossing and Glen Rock shopping centers continue to attainmaintain higher occupancies and realize stronger net operating incomes, the vacancy
vacancy rates at the Westwood Plaza and Preakness Shoppingshopping centers remain elevated. WeManagement, continuealong with third-party advisors, is actively working
to attract quality tenants and explore redevelopment options to work diligently to locate the right
tenant(s) for the vacant anchor tenant spaces at each ofrevitalize these properties. Given the rebounding interest for “brick and mortar”
sites, and the fact that these properties are located in desirable communities with high barriers to entry, management remains optimistic
about the successful leasing at these two properties.spaces. Additionally, the higherelevated interest rates and
uncertainty around tariffs could have a continuedan adverse impact on
the operating and financial performance of our existing commercial tenants.
Litigation Update: As FREIT previously
reported, on June 26, 2024, a settlement was reached between FREIT and certain of its affiliates and Sinatra Properties, LLC (“Sinatra”)
and Kushner Companies, LLC, (the “Kushner Parties”) regarding previously reported ongoing litigation. The litigation involved
a dispute between the parties related to a purchase and sale agreement entered into on January 14, 2020. All settlement payments have
been received by FREIT and its affiliates.
The litigation settlement, offset by certain adjustments
and additional expenses, was included as income in “Litigation settlement, net of fees” on the accompanying consolidated statement
of income for the year ended October 31, 2024. The settlement triggered the following items:
See Note 14 to FREIT’s consolidated financial
statements for additional details.
On October 31, 2023, FREIT exercised its right,
pursuant to the loan agreement, to extend the term of its loan secured by the Westwood Plaza shopping center located in Westwood, New
Jersey for one additional year from an initial maturity date of February 1, 2024 to a new maturity date of February 1, 2025. ThisThe loanoutstanding
extensionbalance of itsthis outstanding balanceloan as of February 1, 2024 ofwas approximately $16,458,000 is based on a fixed interest rate of 8.5% and
is$16,458,000, payable based on monthly installments of principal and interest
of approximately $166,727.$166,727, and bearing interest at a fixed rate of 8.5%. Additionally, FREIT funded anthe interest reserve
escrow account
for this loan (“Escrow”) with an additional $112,556$112,556, increasing the Escrow balance to $2,000,722, which representsrepresented the annualized
principal and interest payments for one (1) year under this loan extension. ThisEffective EscrowFebruary is1, held at2025, Valley National Bank and in the eventextended
of a default on this loan, the bank shall be permitted to use the proceeds from the Escrow to make monthly debt service payments on the
loan. FREIT is in the process of extending this loan withfor 90 days from a maturity date of February 1, 2025 to a maturity date of May 1, 2025 under the currentsame lender.terms Managementand expectsconditions thisof
the existing loan to be extended, however, until
such time as a definitive agreement providing for an extension of this loan is entered into, there can be no assurance this loan will
be extended. (See Note 5 to FREIT’s consolidated financial statements for further details.)agreement.
On October 31, 2023, FREIT exercised its right,
pursuant to the loan agreement, to extend the term of its $7.5 million loan on its property located in Rockaway, New Jersey, for an additional
one year from an initial maturity date of January 1, 2024 to a new maturity date of January 1, 2025. The loan extension would have been
based on a fixed interest rate of approximately 7.44%. On January 11, 2024, FREIT used cash on hand to fully repay this loan with a balance
of $7.5 million. This has resulted in annual debt service savings of approximately $558,000. (See Note 5 to FREIT’s consolidated
financial statements for additional details.)
On December 1, 2023, the mortgage secured by an
apartment building located in River Edge, New Jersey came due. Provident Bank extended the initial maturity date of this loan for a 90-day
period with a maturity date of March 1, 2024 and further extended this loan for another 60-day period with a new maturity date of June
1, 2024, based on the same terms and conditions of the existing loan agreement. On May 1, 2024, FREIT entered into a loan extension and
modification agreement with Provident Bank, effective June 1, 2024, with a then outstanding loan balance of approximately $8.9 million.
Under the terms and conditions of this loan extension and modification, the maturity date of this loan is extended for three years to
May 31, 2027, requires monthly installments of principal and interest of approximately $58,016 and is based on a fixed interest rate of
6.75%. (See Note 5 to FREIT’s consolidated financial statements for additional details.)
On December 15, 2024, the mortgage secured by
an apartment building located in Middletown, New York came due. Effective DecemberMay 15,1, 2024,2025, FREIT entered into a loan
extension and modification
agreement with the lender of this loan, Provident Bank. The outstanding balance of the loan as of the effective date of the extension
and modification agreement waswith Valley National Bank and paid down this loan by approximately $13.9$5.7 million (including deferred
interest of approximately $0.2 million) bringing the loan balance to $10 million. Under the terms and conditions of this loan extension
and modification, the
maturity date of this loan is extended for threeone yearsyear to DecemberMay 15,1, 2027,2026, the interest rate on the outstanding debt is
based on a fixed atinterest 6.05%
perrate yearof 8.5% and monthly installments of principal and interest of approximately $84,521$107,978 are required. The
pay down of this loan will result in annual debt service savings of approximately $705,000. Additionally, the Escrow balance was reduced
from $2,000,722 to $1,295,739 resulting in a refund to FREIT of $704,983. This Escrow is held at Valley National Bank and in the event
of a default on this loan, the bank shall be permitted to use the proceeds from the Escrow to make monthly debt service payments on the
loan. (See Note 5 to FREIT’s consolidated
financial statements for additionalfurther details.)
On December 15, 2024, the mortgage secured by an apartment building located in Middletown, New York and the corresponding interest rate swap contract on its underlying loan came due with no settlement of the swap contract due at maturity. Effective December 15, 2024, FREIT Regency, LLC entered into a loan extension and modification agreement with the lender of this loan, Provident Bank, with a then outstanding loan balance of approximately $13.9 million. Under the terms and conditions of this loan extension and modification, the maturity date of this loan is extended for three years to December 15, 2027, the interest rate on the outstanding debt is based on a fixed interest rate of 6.05% and monthly installments of principal and interest of approximately $84,521 are required. (See Note 5 to FREIT’s consolidated financial statements for additional details.)
On August 1, 2025, the mortgage in the amount of $25,000,000, secured by the Preakness Shopping Center located in Wayne, New Jersey, reached its maturity date. Wayne PSC, LLC is working with the current lender, ConnectOne Bank, on a potential modification and extension of the loan. ConnectOne Bank has issued several extensions of the loan’s maturity date while discussions are ongoing, with each extension made under the same terms and conditions of the existing loan agreement. Wayne PSC, LLC continues to evaluate all options for refinancing or replacing the loan. Management expects this loan to be further extended, however, until such time as a definitive agreement providing for a modification, extension or replacement of this loan is entered into, there can be no assurance that such an agreement will be reached. (See Note 5 to FREIT’s consolidated financial statements for additional details.)
FREIT’s revolving line of credit provided
by Provident Bank was renewed for a three-year term ending on October 31, 2026. Draws against the credit line can be used for working
capital needs and standby letters of credit. Draws against the credit line are secured by mortgages on FREIT’s Franklin Crossing
Shopping Center located in Franklin Lakes, New Jersey and retail space in Glen Rock, New Jersey. The total line of credit is $13 million
and the
interest rate on the amount outstanding will be based on a floating interest rate of prime minus 25 basis points with a floor
of 6.75%.
As of October 31, 20242025 and 2023,2024, 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.)
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 of October 31, 20242025 and 2023,2024, and for the fiscal years ended October 31, 2024,2025, 20232024
and and
2022.2023. We believe that the following accounting policies or estimates require the application of management's most difficult, subjective,
or complex judgments.
Fiscal Years Ended October 31, 2025 and 2024
Summary revenues and net income for the fiscal years ended October 31, 2025 (“Fiscal 2025”) and October 31, 2024 (“Fiscal 2024”) are as follows:
Real estate revenue for Fiscal 2025 increased 2.2% to $29,317,000 compared to $28,678,000 for Fiscal 2024. The increase in revenue for Fiscal 2025 of approximately $650,000 was attributable to an increase from the residential segment of approximately $900,000 driven primarily by an increase in base rents across most properties while the average occupancy increased slightly from 96.1% in Fiscal 2024 to 96.6% in Fiscal 2025 offset by a decrease from the commercial segment of approximately $250,000. The decline in the commercial segment was primarily driven by the following: (a) a decline in revenue of approximately $350,000 at the Preakness shopping center attributed to a decline in the average occupancy from 46.3% in Fiscal 2024 to 44.7% in Fiscal 2025; (b) a decline in revenue of approximately $200,000 at the Westwood Plaza shopping center attributed to a $150,000 real estate tax refund received in Fiscal 2024 and a $125,000 decrease in revenue resulting from the decline in the average occupancy from 34.8% in Fiscal 2024 to 29.1% in Fiscal 2025; offset by a $75,000 increase in revenue attributed to the expiration of TJ Maxx’s one-year co-tenancy clause in March 2025. This decline in revenue at the Preakness and Westwood Plaza shopping centers was offset by the following: (a) an increase of approximately $150,000 at the Franklin Crossing shopping center primarily resulting from an increase in revenue from common area maintenance charges due to an increase in reimbursable costs in Fiscal 2025 while the average occupancy declined slightly from 97.2% in Fiscal 2024 to 96.8% in Fiscal 2025; and (b) an increase of approximately $150,000 as a result of amounts received from the bankruptcy proceedings related to a former tenant, Cobb Theatre, at the Rotunda property located in Maryland and sold in a prior year.
Net income attributable to common equity (“net income-common equity”) for Fiscal 2025 was $3,509,000 ($0.47 per share basic and diluted), compared to $15,852,000 ($2.13 per share basic and diluted) for Fiscal 2024.
The schedule below provides a non-GAAP detailed analysis of the major changes that impacted net income-common equity for Fiscal 2025 and Fiscal 2024:
Adjusted net income for Fiscal 2025 was $3,146,000 ($0.42 per share basic and diluted) compared to $1,616,000 ($0.22 per share basic and diluted) for Fiscal 2024. 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: the litigation settlement, net of fees and a net loss on sale of Maryland Properties.
The increase in adjusted net income for Fiscal 2025 of approximately $1,550,000 was primarily driven by the following: (a) a decline in general and administrative expenses of approximately $1,550,000 driven by a decrease in corporate expenses of approximately $750,000 related to costs incurred in Fiscal 2024 for work performed for the Company by a financial advisory firm and a decline in legal and professional expenses of approximately $700,000 due to the settlement of the Sinatra litigation in Fiscal 2024; (b) an increase in revenue of approximately $650,000 (FREIT’s share is approximately $550,000); offset by (c) an increase in insurance costs of approximately $300,000 (FREIT’s share is approximately $200,000); (d) an increase in repairs and maintenance costs of approximately $200,000 (FREIT’s share is approximately $250,000); and (e) a decrease in investment income of approximately $200,000 (FREIT’s share is approximately $150,000) primarily attributed to lower interest rates in Fiscal 2025.
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 2025, as compared to Fiscal 2024 (See below for definition of NOI):
The commercial segment contains five (5) separate properties. Four of these properties are multi-tenanted retail centers and one is single tenanted on land located in Rockaway, New Jersey owned by FREIT from which it receives monthly rental income from a tenant which has built and operates a bank branch on the land.
As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT’s commercial segment for Fiscal 2025 decreased by 3.2% and 17%, respectively, as compared to Fiscal 2024. Average occupancy for all commercial properties for Fiscal 2025 decreased by 2.6% as compared to Fiscal 2024.
The decline in revenue for Fiscal 2025 of approximately $250,000 was primarily driven by the following: (a) a decline in revenue of approximately $350,000 at the Preakness shopping center attributed to a decline in the average occupancy from 46.3% in Fiscal 2024 to 44.7% in Fiscal 2025; (b) a decline in revenue of approximately $200,000 at the Westwood Plaza shopping center attributed to a $150,000 real estate tax refund received in Fiscal 2024 and a $125,000 decrease in revenue resulting from the decline in the average occupancy from 34.8% in Fiscal 2024 to 29.1% in Fiscal 2025; offset by a $75,000 increase in revenue attributed to the expiration of TJ Maxx’s one-year co-tenancy clause in March 2025. This decline in revenue at the Preakness and Westwood Plaza shopping centers was offset by the following: (a) an increase of approximately $150,000 at the Franklin Crossing shopping center primarily resulting from an increase in revenue from common area maintenance charges due to an increase in the reimbursable costs in Fiscal 2025 while the average occupancy declined slightly from 97.2% in Fiscal 2025 to 96.8% in Fiscal 2024; and (b) an increase of approximately $150,000 as a result of amounts received from the bankruptcy proceedings related to a former tenant, Cobb Theatre, at the Rotunda property located in Maryland and sold in a prior year.
The decline in NOI for Fiscal 2025 of approximately $500,000 was primarily attributed to a decline in revenue of approximately $250,000 and an increase in insurance costs of approximately $250,000 due to increased policy costs in Fiscal 2025.
Same Property Operating Results: FREIT’s commercial segment currently contains five (5) same properties. (See definition of same property under Segment Information above.) The Rotunda Property, the Westridge Square Property and the Damascus Property were excluded from same property results for all periods presented because these properties were sold in Fiscal 2022. Same property revenue and NOI for Fiscal 2025 decreased by 4.6% and 21.9%, respectively, as compared to Fiscal 2024. The changes resulted from the factors discussed in the immediately preceding paragraph.
Leasing: The following table reflects 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 2025.
FREIT currently operates six (6) multi-family apartment buildings or complexes totaling 792 apartment units, excluding the Pierre Towers property, which was converted to a TIC (see Note 3 to FREIT’s consolidated financial statements).
As indicated in the table above under the caption Segment Information, total revenue and NOI from FREIT’s residential segment for Fiscal 2025 increased by 4.2% and 5.3%, respectively, as compared to Fiscal 2024. Average occupancy for all residential properties for Fiscal 2025 increased by 0.5% as compared to Fiscal 2024.
The increase in revenue for Fiscal 2025 of approximately $900,000 was primarily attributable an increase in base rents across most properties while the average occupancy increased slightly from 96.1% in Fiscal 2024 to 96.6% in Fiscal 2025. The increase in NOI of approximately $650,000 was primarily attributed to the increase in revenue of approximately $900,000 offset by an increase in repairs and maintenance expense of approximately $100,000 and an increase in operating expenses of approximately $100,000 resulting from an increase in snow removal and landscaping costs in Fiscal 2025.
Same Property Operating Results: FREIT’s residential segment currently contains six (6) same properties. (See definition of same property under Segment Information above.) Since all of FREIT’s residential properties are considered same properties in the current fiscal year, refer to the preceding paragraph for discussion of changes in same property results.
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 2025 and Fiscal 2024 were $2,414 and $2,320, respectively. A 1% decline in annual average occupancy, or a 1% decline in average rents from current levels, results in an annual revenue decline of approximately $229,000 and $217,000, respectively.
INTEREST EXPENSE INCLUDING AMORTIZATION OF DEFERRED FINANCING COSTS (“NET FINANCING COSTS”)
(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 2025 decreased slightly by approximately $27,000 or 0.4%, compared to Fiscal 2024 which was primarily attributable to the following: (a) a decrease of approximately $225,000 resulting from the $5.7 million pay down of the loan on the Westwood Plaza shopping center in May 2025; and (b) a decrease of approximately $100,000 resulting from the pay-off of the loan on the Boulders property in January 2024; offset by (c) an increase of approximately $270,000 resulting from the increase in the interest rate from 3.75% to 6.05% due to the extension and modification of the loan on the Regency property in December 2024; and (d) an increase of approximately $100,000 resulting from the increase in the interest rate from 4.54% to 6.75% due to the extension and modification of the loan on the Steuben Arms property in June 2024.
Investment income for Fiscal 2025 was $1,351,000 as compared to $1,560,000 for Fiscal 2024. Investment income is principally derived from interest earned from cash on deposit in institutional money market funds and short-term U.S. treasury securities. The decrease in investment income was primarily driven by lower interest rates in Fiscal 2025.
G&A expense for Fiscal 2025 was $2,892,000 as compared to $4,419,000 for Fiscal 2024. The primary components of G&A are legal and professional fees, directors’ fees, corporate expenses and accounting/auditing fees. The decline in G&A of approximately $1,550,000 was driven by a decrease in corporate expenses of approximately $750,000 related to costs incurred in Fiscal 2024 for work performed for the Company by a financial advisory firm and a decline in legal and professional expenses of approximately $700,000 due to the settlement of the Sinatra litigation in Fiscal 2024.
Depreciation expense from operations for Fiscal 2025 was $2,965,000 as compared to $2,981,000 for Fiscal 2024.
Summary revenues and net income for Fiscal 2024
and for the fiscal
years year ended October 31, 2024 (“Fiscal 2024”) and October 31, 2023 (“Fiscal 2023”) are as follows:
Same Property Operating Results: FREIT’s commercial segment currently contains five (5) same properties. (See definition of same property under Segment Information above.) The Rotunda Property, the Westridge Square Property and the Damascus Property were excluded from same property results for all periods presented because these properties were sold in Fiscal 2022. Same property revenue and NOI for Fiscal 2024 decreased by 9.5% and 19.9%, respectively, as compared to Fiscal 2023. The changes resulted from the factors discussed in the immediately preceding paragraph.
Same property revenue and NOI for Fiscal 2024 decreased by 9.5% and 19.9%, respectively,
as compared to Fiscal 2023. The changes resulted from the factors discussed in the immediately preceding paragraph.
INTEREST EXPENSE INCLUDING AMORTIZATION OF DEFERRED FINANCING COSTS (“NET FINANCING COSTS”)
(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.
FINANCING COSTS
Fiscal Years Ended October 31, 2023 and 2022
Summary revenues and net income for Fiscal 2023
and for the fiscal year ended October 31, 2022 (“Fiscal 2022”) are as follows:
Real estate revenue for Fiscal 2023 decreased
9.4% to $28,344,000 compared to $31,271,000 for Fiscal 2022. The decline in revenue was primarily attributable to the following: (a) a
decrease of approximately $3,613,000 attributed to the sale of the Rotunda Property, the Damascus Property and the Westridge Square Property
(collectively the “Maryland Properties”) in Fiscal 2022; (b) a decrease of approximately $350,000 resulting from the decline
in the average annual occupancy rate for the residential segment from 98.2% in Fiscal 2022 to 96.8% in Fiscal 2023; offset by (c) an increase
of approximately $1 million primarily driven by an increase in base rents at the residential properties.
Net income attributable to common equity (“net
income-common equity”) for Fiscal 2023 was $760,000 ($0.10 per share basic and diluted), compared to $45,992,000 ($6.52 per share
basic and $6.45 per share diluted) for Fiscal 2022.
The schedule below provides a non-GAAP detailed
analysis of the major changes that impacted net income-common equity for Fiscal 2023 and Fiscal 2022:
Adjusted net income for Fiscal 2023 was $428,000
($0.06 per share basic and diluted) compared to adjusted net loss of ($942,000) (($0.13) per share basic and diluted) for Fiscal 2022.
Adjusted net income (loss) 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 sale of the Maryland Properties in Fiscal
2022; a realized gain on the Wayne PSC interest rate swap contract termination in Fiscal 2022.
The increase in adjusted net income for Fiscal
2023 was primarily driven by the following: (a) an increase in net income of approximately $783,000 (FREIT’s share is approximately
$512,000) attributed to losses incurred in Fiscal 2022 related to the Maryland Properties sold; (b) a decrease in General & Administrative
expenses (“G&A”) of approximately $760,000 driven by stock compensation expense incurred in Fiscal 2022 of approximately
$1,181,000 primarily related to the stock option modification, a decline in legal costs of approximately $319,000 primarily attributed
to the legal proceeding between FREIT and certain of its affiliates and Sinatra Properties, LLC offset by an increase in corporate expenses
of approximately $489,000 primarily attributed to costs incurred for the adoption of the Stockholder Rights Plan and an increase in FREIT’s
director fees of approximately $201,000 attributed to the issuance of stock awards for services rendered and to be rendered in 2023 in
lieu of cash compensation and an increase in executive compensation; (c) an increase in revenue of approximately $686,000 (FREIT’s
share is approximately $550,000); and (d) an increase in investment income of approximately $655,000 resulting from higher interest rates
in Fiscal 2023; offset by (e) an increase in interest expense, excluding the Maryland Properties sold, of approximately $957,000 (FREIT’s
share is approximately $473,000) primarily attributed to the increase in the variable interest rate in Fiscal 2023 on the previous loan
for the Westwood Hills property which was refinanced in August 2023 (See Note 5 to FREIT’s consolidated financial statements for
additional details) and an increase in the fixed interest rate on the loans for the Westwood Plaza and Wayne PSC properties due to the
refinancing/modification of these loans; (f) an increase in total operating expenses at the residential properties, excluding the Icon
property sold, of approximately $360,000 (FREIT’s share is approximately $214,000) resulting primarily from an overall increase
in most expenses in Fiscal 2023; offset by (g) an increase in the total operating expenses at the commercial properties, excluding the
Maryland Properties sold, of approximately $164,000 (FREIT’s share is approximately $107,000) resulting primarily from an increase
in expense for uncollectible rents primarily due to a reclassification in Fiscal 2022 from expense to a reduction in revenue for a tenant
deemed collectability constrained.
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 2023, as compared to Fiscal 2022 (See below for definition of NOI):
*Average occupancy rate excludes the Rotunda Property, the Damascus Property and the Westridge Square Property from all periods presented as the properties were sold in Fiscal 2022. See Note 2 to FREIT’s consolidated financial statements for further details.
The commercial segment contains five (5) separate
properties, excluding the Rotunda Property, the Westridge Square Property and the Damascus Property, which were sold on December 30, 2021,
January 7, 2022 and January 10, 2022, respectively. Four of these properties are multi-tenanted retail centers and one is single tenanted
on land located in Rockaway, New Jersey owned by FREIT from which it receives monthly rental income from a tenant which has built and
operates a bank branch on the land. (See Note 2 to FREIT’s consolidated financial statements for additional details on the sale
of the Maryland Properties.)
As indicated in the table above under the caption
Segment Information, total revenue and NOI from FREIT’s commercial segment for Fiscal 2023 decreased by 17.3% and 11.7%, respectively,
as compared to Fiscal 2022. Average occupancy for all commercial properties, excluding the Maryland Properties sold, for Fiscal 2023 decreased
by 2.4% as compared to Fiscal 2022.
The decline in revenue for Fiscal 2023
was primarily attributable to a decrease of approximately $1,979,000 attributed to the Maryland Properties sold in Fiscal 2022 offset
by an increase of approximately $106,000 primarily attributed to a reduction in rental revenue in Fiscal 2022 due to a reclassification
in Fiscal 2022 from uncollectible expense to a reduction in revenue for a tenant deemed collectability constrained. The decrease in NOI
for Fiscal 2023 was primarily attributable to net operating income recognized in Fiscal 2022 attributed to the Maryland Properties sold.
Same Property Operating Results: FREIT’s
commercial segment currently contains five (5) same properties. (See definition of same property under Segment Information above.) The
Rotunda Property, the Westridge Square Property and the Damascus Property were excluded from same property results for all periods presented
because these properties were sold in Fiscal 2022. Same property revenue and NOI for Fiscal 2023 increased by 1.7% and decreased by 1.2%,
respectively, as compared to Fiscal 2022. The changes resulted from the factors discussed in the immediately preceding paragraph.
Leasing: The following table reflects 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 2023.
What changed in the latest 10-Q
Risk Factors
There were no material changes in any risk factors previously disclosed in FREIT’s Annual Report on Form 10-K for the year ended October 31, 2025, that was filed with the Securities and Exchange Commission on January 29, 2026. Other risks to which FREIT is subject are: the possibility that FREIT’s stockholders do not approve the Plan of Voluntary Liquidation; changes in the amount and timing of the total liquidating distributions, including as a result of unexpected levels of transaction costs, delayed or terminated closings, liquidation costs or unpaid or additional liabilities and obligations; the possibility of converting to a liquidating trust; and the occurrence of any event, change or other circumstances that could give rise to the termination of the Plan of Voluntary Liquidation.
Largest changes
“There were no material changes in any risk factors previously disclosed in FREIT’s Annual Report on Form 10-K for the year ended October 31, 2025, that was filed with the Securities and Exchange Commission on January 29, 2026. …”see in full comparison
“There were no material changes in any risk factors previously disclosed in FREIT’s Annual Report on Form 10-K for the year ended October 31, 2025, that was filed with the Securities and Exchange Commission on January 29, 2026.”see in full comparison
Full comparison: every changed paragraph (2)
There were no material changes in any risk factors previously disclosed in FREIT’s Annual Report on Form 10-K for the year ended October 31, 2025, that was filed with the Securities and Exchange Commission on January 29, 2026. Other risks to which FREIT is subject are: the possibility that FREIT’s stockholders do not approve the Plan of Voluntary Liquidation; changes in the amount and timing of the total liquidating distributions, including as a result of unexpected levels of transaction costs, delayed or terminated closings, liquidation costs or unpaid or additional liabilities and obligations; the possibility of converting to a liquidating trust; and the occurrence of any event, change or other circumstances that could give rise to the termination of the Plan of Voluntary Liquidation.
There were no
material changes in any risk factors previously disclosed in FREIT’s Annual Report on Form 10-K for the year ended October 31, 2025,
that was filed with the Securities and Exchange Commission on January 29, 2026.
Management's Discussion & Analysis (MD&A)
Largest changes
“The economic and financial environment: The U.S. economy continued to expand during the second quarter of 2026, although at a more moderate pace. Real gross domestic product (“GDP”) increased at an annualized rate of approximately 1.5% in the second calendar quarter of 2026, compared with 2.1% in the first calendar quarter of 2026. The labor market has remained relatively stable, with the U.S. unemployment rate at 4.1% in July 2026. …”see in full comparison
“The economic and financial environment: The U.S. unemployment rate has remained relatively stable since January 2026 at 4.3%. Consumer price index (CPI) inflation increased from 2.4% in January 2026 to 3.8% in April 2026, representing the highest level in approximately three years. Mortgage rates on 30-year fixed-rate loans remain significantly above pre-2022 levels, with the average rate currently approximately 6.5%. …”see in full comparison
“Upon the adoption of the Plan of Liquidation, FREIT will cease reporting as a going concern and will thereafter prepare and report its financial statements on the liquidation basis of accounting. (See Note 13 to FREIT’s condensed consolidated financial statements for additional information.)”see in full comparison
“On August 1, 2025, the mortgage secured by the Preakness Shopping center located in Wayne, New Jersey, reached its maturity date. ConnectOne Bank issued several extensions of the loan’s maturity date. Effective June 22, 2026, Wayne PSC entered into a loan extension and modification agreement with ConnectOne Bank and paid down this loan by approximately $5 million, reducing the outstanding balance to $20 million. …”see in full comparison
“On August 1, 2025, the mortgage secured by the Preakness shopping center located in Wayne, New Jersey, reached its maturity date. ConnectOne Bank issued several extensions of the loan’s maturity date. Effective June 22, 2026, Wayne PSC entered into a loan extension and modification agreement with ConnectOne Bank and paid down this loan by approximately $5 million, reducing the outstanding balance to $20 million. …”see in full comparison
Commercial Properties:see in full comparisonTheVacancyvacancyratesratesat the Westwood Plaza and Preakness shopping centers remain elevated.Additionally,Higherthevacancysomewhatlevels and continued uncertainty in economic conditions could adversely affect rental income and property performance. In addition, elevated interestratesrates, inflation and other economic conditions couldhave anadverselyadverse impact onaffect theoperating andfinancialperformancecondition of our existing and prospective commercial tenants, which could affect their ability to meet their lease obligations and could make it more difficult to attract and retain tenants.
Full comparison: every changed paragraph (84)
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.
These and certain other uncertainties, factors and risks, including those risk factors set forth and further described in Part I, Item
1A entitled “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, and other risks
described described
in our subsequent filings with the SEC, may cause our actual results to differ materially from those projected. Such factors
include, 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;
interest rate risk;
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 public health crises, epidemics and pandemics; and FREIT’s
ability to satisfy
the conditions to closing the proposed sale transactionstransaction involving the Franklin Crossing and Westwood Plaza shopping centers.center. The risks with
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. Other
risks to which FREIT is subject are: the possibility that FREIT’s stockholders do not approve the Plan of Voluntary Liquidation;
changes in the amount and timing of the total liquidating distributions, including as a result of unexpected levels of transaction costs,
delayed or terminated closings, liquidation costs or unpaid or additional liabilities and obligations; the possibility of converting
to to
a liquidating trust; and the occurrence of any event, change or other circumstances that could give rise to the termination of the
Plan Plan
of Voluntary Liquidation.
The economic and financial environment: The U.S. economy continued to expand during the second quarter of 2026, although at a more moderate pace. Real gross domestic product (“GDP”) increased at an annualized rate of approximately 1.5% in the second calendar quarter of 2026, compared with 2.1% in the first calendar quarter of 2026. The labor market has remained relatively stable, with the U.S. unemployment rate at 4.1% in July 2026. Consumer price inflation remained elevated, with the Consumer Price Index (“CPI”) increasing 3.4% for the twelve months ended July 2026, compared with an increase of 2.7% for the twelve months ended July 2025. Inflation, however, remains above the Federal Reserve’s 2% longer-term objective. The Federal Reserve maintained the federal funds target range at 3.50% to 3.75% at its July 2026 meeting, citing continued economic expansion, elevated inflation and uncertainty associated in part with geopolitical developments and energy prices. The average rate for a 30-year fixed-rate mortgage was approximately 6.65%, remaining significantly above pre-2022 levels. The economic and financial environment remains subject to uncertainty, including the potential effects of elevated interest rates, inflation, tariffs and other trade policies, energy prices and geopolitical developments. Changes in these conditions could affect consumer and business activity, the cost and availability of financing, real estate valuations, and the operating performance and liquidity of real estate companies.
The economic and financial environment:
The U.S. unemployment rate has remained relatively stable since January 2026 at 4.3%. Consumer price index (CPI) inflation increased from
2.4% in January 2026 to 3.8% in April 2026, representing the highest level in approximately three years. Mortgage rates on 30-year fixed-rate
loans remain significantly above pre-2022 levels, with the average rate currently approximately 6.5%. The broader economy has continued
to expand at a moderate pace, with gross domestic product (GDP) growth of approximately 2.0% in the first quarter of 2026, compared to
0.5% in the fourth quarter of 2025. In light of the current economic environment and elevated inflation, the Federal Reserve maintained
the federal funds target range at 3.50% to 3.75% at its April 2026 meeting. Uncertainty regarding the duration of elevated global energy
prices, driven in part by geopolitical developments in the Middle East, and the potential broader economic impacts of such conditions
remain notable risks.
Residential Properties: Our residential
portfolio continues to generate positive cash flow. While average rents on turned units and renewal leases have remained generally stable
across much of the portfolio, we are observing a modest but noticeable softening in market conditions compared to prior quarters. This
relative stability shouldhas continuecontinued to support FREIT’s income over time; however, the potential impact of elevated interest rates, inflation,
and global energy prices and broader economic conditions on portfolio performance over the next year remains uncertain.
Commercial Properties: TheVacancy vacancyrates
rates at the Westwood Plaza and Preakness shopping centers remain elevated. Additionally,Higher thevacancy somewhatlevels and continued uncertainty in economic conditions
could adversely affect rental income and property performance. In addition, elevated interest ratesrates, inflation and other economic conditions
could have
anadversely adverse impact onaffect the operating and financial performancecondition of our existing and prospective commercial tenants, which could affect their ability to
meet their lease obligations and could make it more difficult to attract and retain tenants.
Franklin Crossing PurchaseSale: and Sale Agreement:
On April
8, 2026, FREIT (the “Seller”) entered into a Purchase and Sale Agreement (the “Franklin Crossing Agreement”) with
with an affiliate of Regency Centers Corporation (the “Purchaser”), pursuant to which the Seller willwould sell to the Purchaser 100%
100% of Seller’s ownership interests in the Franklin Crossing shopping center located in Franklin Lakes, New Jersey, (“Franklin
Crossing”) in exchange for the purchase price of $27,000,000, subject to the terms and conditions of the Franklin Crossing Agreement.
Upon signing the Franklin Crossing Agreement, the Purchaser delivered into escrow held by the title company a deposit in the amount of
$1,000,000 (the “Initial Franklin Crossing Deposit”), which was only refundable during the 30-day due diligence period immediately
following the signing. After the expiration of this period on May 8, 2026, the Initial Franklin Crossing Deposit became non-refundable
except in connection with certain rights to terminate the Franklin Crossing Agreement, and the Purchaser deposited into escrow held by
the title company an additional amount of $1,000,000, which is non-refundable except in connection with certain rights to terminate the
Franklin Crossing Agreement.
On July 8, 2026, the sale of Franklin Crossing, which had a net book value of approximately $5.6 million, was consummated for a purchase price of $27,000,000. FREIT received net proceeds from the sale of approximately $25.4 million after payment of certain transactional expenses and transfer taxes including a brokerage fee due to Hekemian & Co. of approximately $446,000 (See Note 6 to FREIT’s condensed consolidated financial statements for additional information). The sale of Franklin Crossing resulted in a net gain of approximately $19.8 million which includes a write-off of the straight-line rent receivable of approximately $0.2 million and a write-off of unamortized lease commissions of approximately $0.1 million. (See Note 12 to FREIT’s condensed consolidated financial statements for additional information.)
The Franklin Crossing Agreement contains customary
representations, warranties and indemnity provisions. The parties’ respective obligations under the Franklin Crossing Agreement
are subject to certain customary conditions and termination rights, including the right of either the Seller or the Purchaser to terminate
the Franklin Crossing Agreement if the closing has not occurred on or before August 15, 2026. There is no financing contingency under
the Franklin Crossing Agreement.
The Board unanimously approved the Franklin Crossing
Agreement and the transaction contemplated thereby which is expected to close in the third quarter of 2026. (See Note 12 to FREIT’s
condensed consolidated financial statements for additional information.)
TheFREIT’s Board of Directors (“Board”)
unanimously approved the Westwood Plaza
Agreement and the transaction contemplated thereby. (See Note 1314 to FREIT’s condensed consolidated
financial statements for additional
information.)
Approval of Plan of Voluntary Liquidation:
On May 12, 2026, FREIT’s Board unanimously determined advisable and approved a Plan of Voluntary Liquidation (the “Plan of
Voluntary Liquidation”). The Plan of Voluntary Liquidation provides for the Company’s complete liquidation and dissolution
in accordance with Section 331, Section 336 and Section 346(a) of the Internal Revenue Code of 1986, as amended, and the Maryland General
Corporation Law. Effectiveness of the Plan of Voluntary Liquidation is subject to approval by the affirmative vote of the holders of Common
Stock entitled to cast a majority of all the votes entitled to be cast on the matter. FREITThe currently anticipates that the Plan of Voluntary
LiquidationCompany will be submitted forseek stockholder approval for the
Plan at a special meeting of the stockholders, expectedscheduled to occurbe inheld theon FallSeptember of29, 2026.
Upon the effectiveness of the Plan of Voluntary
Liquidation and pursuant thereto, the Company is authorized to sell, convey, transfer and deliver or otherwise dispose of, or cause its
subsidiaries to sell, convey, transfer and deliver or otherwise dispose of, all of their remainingthe assets, without further approvalstockholder of
the stockholders.approval. The Plan
of Voluntary Liquidation further provides that upon a determination of the Board, the Company may transfer
and assign any remaining assets
of the Company and its subsidiaries to a liquidating trust (a “Liquidating Trust”), subject
to the terms of the Plan of Voluntary
Liquidation, and the Board may cause the Company to make the final distribution to the Company’s
stockholders as a distribution
in kind of beneficial interests in the Liquidating Trust, at such time as the Board deems appropriate or
advantageous in its discretion. (See Note 13 to FREIT’s condensed consolidated financial statements for additional information.)
Upon the adoption of the Plan of Liquidation, FREIT will cease reporting as a going concern and will thereafter prepare and report its financial statements on the liquidation basis of accounting. (See Note 13 to FREIT’s condensed consolidated financial statements for additional information.)
Third Amendmentand Fourth Amendments to Management
Agreement:
On May 13, 2026, FREIT entered into a Third AmendmentAmendment, subsequently amended on September 10, 2026 as a Fourth
Amendment, to the Management Agreement dated November 1, 2001 between the Company and Hekemian
& Co. The Third Amendmentand providesFourth Amendments
provide that upon the closing of any sale or other disposition of the Company’s entire direct or
indirect interest in each property
managed by Hekemian & Co.,Co, including sales or dispositions of a managed property in furtherance
of the Plan of Voluntary Liquidation,Liquidation
(See Note 13 to FREIT’s condensed consolidated financial statements for further details.), the Management Agreement shall automatically
terminate with respect to such property and the Company
shall pay to Hekemian & Co. (a) any and all commissions and fees for management
services and reimbursement required to be paid by
the Company pursuant to the Management Agreement in respect of the applicable property
up to the termination date, calculated on a pro
rata basis plus (b) a termination fee in respect to such property equal to the product of (x) the Company’s direct or indirect percentage
ownership interest in such property times (y) 2.5 times (z) one
(1) year’s Base Management Fee in respect of such property. The
Base Management Fee is computed by dividing the annual base management
fee allocable to the applicable property paid by the Company to
Hekemian & Co. over the immediately prior three (3) fiscal years prior
to such termination by three (3).
Upon the closing of any sale or other disposition
of the Company’s entire direct or indirect interest in a managed property, including sales or dispositions in furtherance of the
Plan of Voluntary Liquidation, the Company is required to pay to Hekemian & Co. a fee equal to 1.65% of the sales price for the property.
In the event that the Company owns less than a 100% interest in a property, then the total individual property istermination notfee whollyand owned,sale
of directlyproperty fee with respect to such property shall be computed based upon 100% of such property. FREIT shall be responsible for the payment
of a percentage of the fee equal to its direct or indirectly,indirect bypercentage ownership of the Company,applicable the sales fee payable toproperty, Hekemian & Co. shall cause
only be payable in respect of the Company’sother percentage ownership shareowner(s) of the applicable property. (See Note 13property to FREIT’s
condensedpay consolidatedthe financialremaining statementsportion of such fee and FREIT shall have no responsibility for additionalthe
remaining information.)portion of such fee.
(See Note 6 to FREIT’s condensed consolidated financial statements for additional information.)
Incentive Compensation Arrangement:
To provide an incentive to Robert S. Hekemian, Jr., Chief Executive Officer, President and a director of the Trust, to facilitate the
timely sale of FREIT’s properties,properties under the Plan of Voluntary Liquidation, the Board has approved an incentive compensation arrangement
that will entitle Mr. Hekemian to
a $1,000,000 cash bonus if the Company sells and/or enters into contracts to sell all of its real properties
within 18 months after the
approval of the Plan of Voluntary Liquidation by FREIT’s stockholders and receives aggregate gross proceeds
from such sales in excess
of $319.9 million. To receive the bonus, the sale of all of the Company’s properties must close.
Stockholder Rights Agreement Extension:
On May 13, 2026, FREIT’s Board entered into a First Amendment to the Stockholder Rights Agreement dated July 31, 2023, between the
Company and Computershare Trust Company, N.A., as Rights Agent. Pursuant to the terms of theThe First Amendment to the Stockholder Rights
Agreement, Agreement extends the term
and final expiration termdate of the stockholderStockholder rightsRights will be extendedAgreement from July 31, 2026 to July 31, 2029. (See Note 1315 to FREIT’s condensed
condensed consolidated financial statements for additional information.)
Amendment to Wayne PSC Operating Agreement and Member Funding: FREIT owns a 40% equity interest in Wayne PSC, LLC (“Wayne PSC”) and H-TPKE, LLC (“H-TPKE”) owns a 60% equity interest in Wayne PSC. An aggregate of approximately 73% of the membership interests in H-TPKE is controlled by: Robert S. Hekemian, Jr., the Chief Executive Officer, President and a Director of FREIT and a shareholder and officer of Hekemian & Co.; David B. Hekemian, a Director of FREIT and a shareholder and officer of Hekemian & Co.; the late Robert S. Hekemian, the former Chairman and Chief Executive Officer and consultant to FREIT and a former shareholder and former officer of Hekemian & Co.; members of the families of Robert S. Hekemian, Jr., David B. Hekemian and the late Robert S. Hekemian; and other employees of Hekemian & Co.
On June 17, 2026, in connection with the modification of the loan on the Preakness shopping center (the “Preakness Property”), Wayne PSC amended its operating agreement to allow FREIT and certain members of the Hekemian family, in their individual capacities, to make contributions to Wayne PSC in exchange for preferred interests in the limited liability company. FREIT contributed $2 million in exchange for a 40% preferred member interest, and certain members of the Hekemian family collectively contributed $3 million (inclusive of $1 million from Robert S. Hekemian, Jr. and $1 million from David B. Hekemian) in exchange for a 60% preferred member interest (collectively, the “Preferred Members”) for a total of $5 million. These contributions funded the required $5 million loan paydown. (See Note 7 for additional details on the loan modification.) The Preferred Members are entitled to a 15% cumulative preferred return per annum on their preferred capital contributions. Distributions of cash flow will be made first to the Preferred Members on a pro-rata basis to the extent of the unpaid accrued preferred return; second, to the Preferred Members on a pro rata basis to the extent of their unrecovered preferred capital; and third, FREIT and H-TPKE (collectively, the “Common Members”) in accordance with their common percentage interests (which are 40% and 60%, respectively).
On June 17, 2026, the Common Members in Wayne PSC, each entered into a revolving credit note based on each member’s respective pro-rata share of the aggregate funding amount of $3,000,000, with funding of up to $1,200,000 for FREIT and $1,800,000 for H-TPKE. Each revolving credit note will be for a term of five (5) years, has a maturity date of June 16, 2031 and shall accrue interest on the outstanding principal balance at a fixed interest rate of 6.875%. The outstanding principal balance and all accrued and unpaid interest on each revolving credit note shall be payable on the earlier to occur of (i) the last day of the term; (ii) the sale or disposition of the Preakness Property; or (iii) any refinancing of the Preakness Property that results in the receipt of net cash proceeds by Wayne PSC. In connection with the loan modification, Wayne PSC required funding to replenish the loan’s interest reserve account by $1,145,139. Accordingly, on June 17, 2026, each Common Member contributed its respective pro-rata share of this funding requirement with FREIT funding $458,056 and H-TPKE funding $687,083. As of July 31, 2026, the balance on each of these notes, including interest, was $462,024 for FREIT and $693,036 for H-TPKE.
(See Notes 6 and 7 to FREIT’s condensed consolidated financial statements for additional information.)
Effective May 1, 2025, FREIT entered into a loan
extension and modification agreement with Valley National Bank and paid down this loan by approximately $5.7 million (including deferred
interest of approximately $0.2 million) bringing the loan balance to $10 million. Under the terms and conditions of this loan extension
and modification, the maturity date of this loan was extended for one year to May 1, 2026, the interest rate on the outstanding debt was
based on a fixed interest rate of 8.5% and monthly installments of principal and interest of approximately $107,978 were required. The
pay down of this loan resulted in annual debt service savings of approximately $705,000. Additionally, the Escrow balance was reduced
from $2,000,722 to $1,295,739 resulting in a refund to FREIT of $704,983. This Escrow is held at Valley National Bank and in the event
of a default on this loan, the bank shall be permitted to use the proceeds from the Escrow to make monthly debt service payments on the
loan. This loan has been further extended by Valley National Bank forhas anissued additionalseveral 90extensions daysof the loan’s maturity date, with athe newmost maturityrecent dateextension ofthrough August November
1, 2026
2026, based on the same terms and conditions of the existing loan agreement. (See Note 7 to FREIT’s condensed consolidated financial
statements statements
for further details.)
On August 1, 2025, the mortgage secured by the Preakness Shopping center located in Wayne, New Jersey, reached its maturity date. ConnectOne Bank issued several extensions of the loan’s maturity date. Effective June 22, 2026, Wayne PSC entered into a loan extension and modification agreement with ConnectOne Bank and paid down this loan by approximately $5 million, reducing the outstanding balance to $20 million. Under the terms and conditions of this loan extension and modification, the maturity date of this loan is extended for five years to July 1, 2031, the interest rate on the outstanding debt is based on a fixed interest rate of 6.875% and monthly principal and interest payments of approximately $141,061 are required. Additionally, Wayne PSC replenished its interest reserve escrow account by $1,145,139, increasing the balance in this account from $404,861 to $1,550,000. (See Notes 6 and 7 to FREIT’s condensed consolidated financial statements for further details.)
On August 31, 2026, Westwood Hills, LLC refinanced its mortgage, secured by an apartment building located in Westwood, New Jersey, in the amount of approximately $24,541,000 (which would have matured on September 1, 2026) with a new lender, ConnectOne Bank, in the amount of $25,000,000. This loan is based on a fixed interest rate of 6.28% and is interest only for the first three years of the term with monthly installments thereafter of approximately $131,000 each month through October 1, 2029. Commencing on November 1, 2029, monthly installments of principal plus interest totaling approximately $162,000 are required each month until September 1, 2031 at which time the unpaid balance is due. (See Note 7 to FREIT’s condensed consolidated financial statements for further details.)
On August 1, 2025, the mortgage in the amount
of $25,000,000, secured by the Preakness shopping center located in Wayne, New Jersey, reached its maturity date. Wayne PSC, LLC continues
to work with the current lender, ConnectOne Bank, on a potential modification and extension of the loan. ConnectOne Bank has issued several
extensions of the loan’s maturity date, with the most recent extension through August 1, 2026, while discussions are ongoing. Each
extension has been made under the same terms and conditions of the existing loan agreement. Management expects this loan to be further
modified and extended, however, until such time as a definitive agreement providing for a modification, extension or replacement of this
loan is entered into, there can be no assurance that such an agreement will be reached. (See Note 7 to FREIT’s condensed consolidated
financial statements for further details.)
FREIT’s revolving line of credit in the
amount of $13 million, provided by Provident Bank, was set to expire on October 31, 2026. Draws against the $13 million credit line were
secured by mortgages on FREIT’s Franklin Crossing Shopping center in Franklin Lakes, New Jersey and retail space in Glen Rock, New
Jersey. As of April 30, 2026 and October 31, 2025, there was no amount outstanding and $13 million was available under this line of credit.
FREIT’s revolving line of credit in the
amount of $13 million, provided by Provident Bank, was set to expire on October 31, 2026. Draws against the $13 million credit line were
previously secured by mortgages on FREIT’s Franklin Crossing shopping center in Franklin Lakes, New Jersey and retail space in Glen
Rock, New Jersey. On May 26, 2026, FREIT’s $13 million line
of credit has beenwas replaced with a $20 million line of creditcredit, provided by
Provident BankBank, and secured by a mortgage on FREIT’s Boulders
apartment property in Rockaway, New Jersey. Draws against this credit
line can be used for working capital needs and standby letters of credit.
The line of credit will expire on October 31, 2029 and the interest
rate on any amount outstanding will be based on a floating interest
rate of prime minus 25 basis points with a floor of 6.75%. As of July
31, 2026 and October 31, 2025 there was no amount outstanding and $20 million was available under this line of credit as of July 31, 2026.
(See Note 7 to FREIT’s condensed consolidated financial statements for
further details.)
Our discussion and analysis of our financial condition
and results of operations are based upon our consolidated financial statements, the preparation of which takes into account estimates
based on judgments and assumptions that affect certain amounts and disclosures. Accordingly, actual results could differ from these estimates.
The accounting policies and estimates used, which are outlined in Note 1 to our Consolidated Financial Statements included in our Annual
Report on Form 10-K for the fiscal year ended October 31, 2025, have been applied consistently as of AprilJuly 30,31, 2026, and for the sixnine and
three months ended AprilJuly 30,31, 2026 and 2025. We believe that the following accounting policies or estimates require the application of management's
management's most difficult, subjective, or complex judgments.
Real estate revenue for the sixnine months ended
July April
30,31, 2026 (“Current SixNine Months”) increased 4.2% to $15,138,000$22,675,000 compared to $14,527,000$21,771,000 for the sixnine months ended April 30,July
31, 2025
(“Prior Year’s SixNine Months”). Real estate revenue for the three months ended AprilJuly 30,31, 2026 (“Current
Quarter”)
increased 5.2%4.0% to $7,634,000$7,537,000 compared to $7,258,000$7,244,000 for the three months ended AprilJuly 30,31, 2025 (“Prior Year’s
Quarter”).
The increase in revenue of approximately $611,000
for the Current Six Months was primarily driven by a $303,000 increase in residential revenue from higher base rents, despite a modest
decline in average occupancy from 96.9% for the Prior Year’s Six Months to 95.6% for the Current Six Months, and a $262,000 increase
in commercial revenue. Commercial growth primarily reflects higher reimbursable revenue (up $142,000 due to increased snow removal costs),
$88,000 in additional rent from TJ Maxx at Westwood Plaza following the expiration of its co-tenancy clause, and $43,000 increase in revenue
recognized from a collectability-constrained tenant at the Preakness shopping center.
The increase in revenue of approximately $376,000$900,000
for the Current QuarterNine Months was primarily driven by aan $111,000approximately $530,000 increase in residential revenue from higher base rents,
despite a modest decline in
average occupancy from 97.1%96.9% forin the Prior Year’s QuarterNine Months to 95.7%95.8% forin the Current Quarter,Nine Months, and
an aapproximately $238,000$380,000 increase in commercial
revenue. Commercial revenue growth was primarily reflectsattributable higherto the following: (a) an
approximately $150,000 increase in reimbursable revenuerevenue, (up $148,000mainly due to higher recoveries from a collectability-constrained tenant at the
Preakness shopping center and increased reimbursable costs, primarily related to snow removal; costsand (b), $61,000approximately in$250,000 of additional
additional rent from TJ Maxx at the Westwood Plaza shopping center following the expiration of its co-tenancy clause, and a $39,000 increase
in revenue recognized from a collectability-constrained tenant at the Preakness shopping center.clause.
The increase in revenue of approximately $290,000 for the Current Quarter was primarily driven by an increase of approximately $230,000 in residential revenue resulting from higher base rents, despite a slight decline in average occupancy from 96.9% in the Prior Year’s Quarter to 96.3% in the Current Quarter, and an increase of approximately $70,000 in commercial revenue. Commercial revenue growth was primarily attributed to approximately $40,000 of additional rent from TJ Maxx following the expiration of its co-tenancy clause and an increase in average occupancy at the Westwood Plaza shopping center from 27.1% in the Prior Year’s Quarter to 34.9% in the Current Quarter.
The schedule below provides a detailed analysis
of the major changes that impacted net income-common equity for the six and three months ended April 30, 2026 and 2025:
The condensed consolidated results of operations
for the Current Six Months and Current Quarter are not necessarily indicative of the results to be expected for the full year or any other
period. The table above includes income from real estate operations, which is a non-GAAP financial measure and is not a measure of operating
results or cash flow as measured by GAAP, and is not necessarily indicative of cash available to fund cash needs.
Net income-common equity for the Current SixNine
Months Months
and Current Quarter was $1,559,000$21,720,000 ($0.21$2.90 per share basic and diluted) and $20,161,000 ($2.69 per share basic and diluted) compared
to $1,508,000$2,387,000 ($0.20$0.32 per share basic and diluted) forand the Prior Year’s
Six Months. Net income-common equity for the Current Quarter was $616,000$879,000 ($0.08$0.12 per share basic and diluted) compared to $894,000 ($0.12
per share basic and diluted), for the Prior Year’s Quarter.comparable
periods.
The schedule below provides a detailed analysis of the major changes that impacted net income-common equity for the nine and three months ended July 31, 2026 and 2025:
The condensed consolidated results of operations for the Current Nine Months and Current Quarter are not necessarily indicative of the results to be expected for the full year or any other period. The table above includes income from real estate operations, which is a non- GAAP financial measure and is not a measure of operating results or cash flow as measured by GAAP, and is not necessarily indicative of cash available to fund cash needs.
Adjusted net income for the Current Nine Months and Current Quarter was net income of $1,357,000 ($0.18 per share basic and diluted) and $121,000 ($0.02 per share basic and diluted) compared to $2,021,000 ($0.27 per share basic and diluted) and $739,000 ($0.10 per share basic and diluted) for the Prior Year’s comparable periods. Adjusted net income is a non-GAAP financial measure that management believes is a useful and meaningful gauge to investors of the Company's operating performance. Adjusted net income excludes certain items that management believes are not indicative of the Company's ongoing operating performance, including gains and losses from the sale of real estate.
The increase in net income-common equity of approximately
$51,000 for the Current Six Months was primarily driven by higher revenue of $611,000 (FREIT’s share $514,000), partially offset
by higher operating expenses and lower investment income. Operating expenses increased due to a $306,000 rise in snow removal costs (FREIT’s
share $230,000) resulting from a harsher winter and a $157,000 increase in utility costs (FREIT’s share $97,000) due to rising energy
prices. Investment income declined by approximately $200,000 (FREIT’s share $186,000), primarily due to lower average cash balances.
The decrease in adjusted net income-common equityincome of approximately
$278,000$660,000 for the Current QuarterNine Months was primarily driven by higher operating and other expenses and lower investment income, partially
offset offset
by higher revenue.revenue of approximately $900,000 (FREIT’s share $780,000). Expenses increased primarily due to aan $261,000approximately
$880,000 rise in general and administrative expenses (“G&A”) related primarily to legal and professional
costs associated with potentialthe
sales propertyof salescertain properties and the development of a plan of liquidation, aan $193,000approximately $310,000 increase in snow removal costs
(FREIT’s
share $118,000$240,000) dueresulting tofrom a harsher winter, and an $82,000approximately $150,000 increase in lossutility oncosts investment(FREIT’s inshare TIC.$90,000)
due to rising energy prices. Investment income declined
by approximately $85,000$210,000 (FREIT’s share $78,000$180,000), primarily due to lower
average cash balances. These factors were partially offset
by higher revenue of approximately $376,000 (FREIT’s share $320,000).
The decrease in adjusted net income of approximately $620,000 for the Current Quarter was primarily driven by higher operating and other expenses and lower investment income, partially offset by higher revenue of approximately $290,000 (FREIT’s share $270,000). Expenses increased due to an approximately $750,000 increase in G&A related to legal and professional costs associated with the sales of certain properties and the development of a plan of liquidation, and an approximately $170,000 increase in total financing costs (FREIT’s share $45,000) primarily attributed to the modification and extensions of the loan on the Preakness shopping center during the Current Quarter.
The following tables set forth comparative net
operating income ("NOI") data for FREIT’s real estate segments and reconcile the NOI to condensed consolidated net income-common
equity for the Current SixNine Months and Current Quarter as compared to the Prior Year’s comparable periods (see below for definition
of NOI):
The commercial segment contains fivefour (54) separate
properties.properties, Fourexcluding the Franklin Crossing shopping center sold on July 8, 2026. (See Note 12 to FREIT’s condensed consolidated
financial statements for additional details on the sale of this property.) Three of these properties are multi-tenanted retail centers
and one is single tenanted on land located in Rockaway, New Jersey
owned by FREIT from which it receives monthly rental income from a
tenant who has built and operates a bank branch on the land.
As indicated in the tables above under the caption
Segment Information, total revenue from FREIT’s commercial segment for the Current SixNine Months and Current Quarter increased by
5.4% 6.9%
and 12.9%,2.0%, respectively, and NOI increased by 7.4%8.8% and 7.5%,11.8%, respectively, as compared to the Prior Year’s comparable periods.
Average Average
occupancy for all commercial properties for the Current SixNine Months and Current Quarter decreasedincreased by 0.7%0.1% and 0.6%,2.5%, respectively,
as compared
to the Prior Year’s comparable periods.
The increase in revenue for the Current Nine Months was driven by the following: (a) an approximately $150,000 increase in reimbursable revenue, mainly due to higher recoveries from a collectability-constrained tenant at the Preakness shopping center and increased reimbursable costs, primarily related to snow removal; and (b) approximately $250,000 of additional rent from TJ Maxx at the Westwood Plaza shopping center following the expiration of its co-tenancy clause.
The increase in revenue for the Current Six Months
was primarily driven by the following: (a) an increase in reimbursable revenue of approximately $142,000 mainly attributed to increased
snow removal costs; (b) an increase in revenue of approximately $88,000 received from TJ Maxx at the Westwood Plaza shopping center due
to the expiration of its one-year co-tenancy clause in March 2025; and (c) an increase in revenue recognized of approximately $43,000
from a tenant deemed collectability constrained at the Preakness shopping center.
The increase in NOI for the Current SixNine Months
was primarily driven by the following: (a) an increase in revenue of approximately $262,000$300,000; offset by (b) an increase in total operating
expenses of approximately $178,000,$150,000, primarily related to snow removal costs due to a harsher winter.
The increase in revenue and NOI for the Current Quarter was primarily attributed to approximately $40,000 of additional rent from TJ Maxx following the expiration of its co-tenancy clause and an increase in average occupancy at the Westwood Plaza shopping center from 27.1% in the Prior Year’s Quarter to 34.9% in the Current Quarter.
Same Property Operating Results: FREIT’s commercial segment currently contains four (4) same properties. (See definition of same property under Segment Information above.) The Franklin Crossing shopping center was excluded from same property results for all periods presented because this property was sold in the Current Quarter. Same property revenue for the Current Nine Months and Current Quarter increased by 9.4% and 6.2%, respectively, and same property NOI increased by 79.9% and 146.4%, respectively, as compared to the Prior Year’s comparable periods. The changes resulted from the factors discussed in the immediately preceding paragraph.
The increase in revenue for the Current Quarter
was primarily driven by an increase in reimbursable revenue of approximately $148,000 mainly attributed to increased snow removal costs;
(b) an increase in revenue of approximately $61,000 received from TJ Maxx at the Westwood Plaza shopping center due to the expiration
of its one-year co-tenancy clause in March 2025; and (c) an increase in revenue recognized of approximately $39,000 from a tenant deemed
collectability constrained at the Preakness shopping center.
The increase in NOI for the Current Quarter was
primarily driven by the following: (a) an increase in revenue of approximately $238,000; offset by (b) an increase in total operating
expenses of approximately $196,000 primarily related to snow removal costs due to a harsher winter.
Same Property Operating Results: FREIT’s
commercial segment currently contains five (5) same properties. (See definition of same property under Segment Information above.) Since
all of FREIT’s commercial properties are considered same properties in the current fiscal year, refer to the preceding paragraphs
for discussion of changes in same property results.
Leasing: The following table reflects leasing
activity at FREIT’s commercial properties for comparable leases (leases executed for spaces in which there was a tenant at some
point during the previous twelve-month period) and non-comparable leases for the Current SixNine Months (excluding any leases executed for
the Franklin Crossing shopping center which was sold in the Current Quarter):
As indicated in the tables above under the caption
Segment Information, total revenue from FREIT’s residential segment for the Current SixNine Months and Current Quarter increased by
2.8%3.2% and 2.0%,4.1%, respectively, and NOI increased by 2.7%3.5% and decreased by 1.5%,4.9%, respectively, compared to the Prior Year’s comparable periods.
periods. Average occupancy for all residential properties for the Current SixNine Months and Current Quarter decreased by 1.3%1.1% and 1.4%,0.6%, respectively,
compared to the Prior Year’s comparable periods.
The increase in revenue for the Current SixNine Months
was primarily attributable to an increase inhigher base rentsrents, acrossdespite alla propertiesmodest whiledecline thein average occupancy rate declined from 96.9% in
the Prior Year’s Six Nine
Months to 95.6%95.8% in the Current SixNine Months. The increase in NOI for the Current SixNine Months was primarily attributable
to the following:
(a) an increase in revenue of approximately $303,000$530,000; offset by (b) an increase in snow removal costs of approximately
$111,000 $120,000 due to
a harsher winter; and (c) an increase in utility costs of approximately $94,000$90,000 due to rising energy costs.prices.
The increase in revenue and NOI for the Current Quarter was primarily attributable to higher base rents, despite a slight decline in the average occupancy from 96.9% in the Prior Year’s Quarter to 96.3% in the Current Quarter.
The increase in revenue for the Current Quarter
was primarily attributable to an increase in base rents across most properties while the average occupancy declined from 97.1% in the
Prior Year’s Quarter to 95.7% in the Current Quarter. The decrease in NOI for the Current Quarter was attributable to the following:
(a) an increase in total operating costs of approximately $160,000 primarily due to an increase in snow removal costs, utility costs and
repair and maintenance costs; offset by (b) an increase in revenue of approximately $111,000.
Total net financing
costs for the Current SixNine Months decreasedincreased by approximately $63,000$100,000 or 1.7%,1.8%, as compared to the Prior Year’s SixNine Months which
was was
primarily attributable to the following: (a) a decrease of approximately $232,000 resulting from the $5.7 million pay down of the loan
on the Westwood Plaza shopping center in May 2025; offset by (b) an increase of approximately $157,000$360,000 resulting from the extensionloan feemodification
paidand toextensions extendof the loan on the Preakness shopping center in the Current SixNine Months.Months; offset by (b) a decrease of approximately $280,000 resulting from the $5.7 million pay down of the
loan on the Westwood Plaza shopping center in May 2025.
Total net financing
costs for the Current Quarter decreasedincreased by approximately $51,000$170,000 or 2.8%,9.1%, compared to the Prior Year’s Quarter which was primarily
attributable to the following:modification (a)and a decreaseextensions of approximately $109,000 resulting from the $5.7 million pay down of the loan on the Westwood
Plaza shopping center in May 2025; offset by (b) an increase of approximately $75,000 resulting from the extension fee paid to extend
the loan on the Preakness shopping center in the Current Quarter.center.
FREVS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding FREVS (13F)
None of the 59 investors we track reported a position in their latest 13F.