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Management agreement, fees and transactions with related party
9 Months Ended
Jul. 31, 2021
Related Party Transactions [Abstract]  
Management agreement, fees and transactions with related party

Note 8 – Management agreement, fees and transactions with related party:

Hekemian currently manages all the properties owned by FREIT Maryland and its affiliates, except for the office building at The Rotunda located in Baltimore, Maryland, which is managed by an independent third party management company. The management agreement between FREIT Maryland and Hekemian dated as of November 1, 2001 (“Management Agreement”) has been renewed and will expire on October 31, 2023. The Management Agreement is automatically renewed for successive periods of two years unless either party gives not less than six (6) months prior notice of non-renewal.

The Management Agreement requires the payment of management fees equal to 4% to 5% of rents collected. Such fees, charged to operations, were approximately $1,587,000 and $1,682,000 for the nine months ended July 31, 2021 and 2020, respectively, and $525,000 and $484,000 for the three months ended July 31, 2021 and 2020, respectively. In addition, the management agreement provides for the payment to Hekemian of leasing commissions, as well as the reimbursement of operating expenses incurred on behalf of FREIT Maryland. Such commissions and reimbursements amounted to approximately $385,000 and $835,000 for the nine months ended July 31, 2021 and 2020, respectively, and $130,000 and $131,000 for the three months ended July 31, 2021 and 2020, respectively. FREIT Maryland also uses the resources of the Hekemian insurance department to secure various insurance coverages for its properties and subsidiaries. Hekemian is paid a commission for these services. Such commissions were charged to operations and amounted to approximately $181,000 and $152,000 for the nine months ended July 31, 2021 and 2020, respectively, and $110,000 and $96,000 for the three months ended July 31, 2021 and 2020, respectively.

From time to time, FREIT Maryland engages Hekemian, or certain affiliates of Hekemian, to provide additional services, such as consulting services related to development, property sales and financing activities of FREIT Maryland. Separate fee arrangements are negotiated between Hekemian and FREIT Maryland with respect to such additional services. Such fees incurred for the nine and three months ended July 31, 2021 were approximately $236,500 and $0, respectively. Fees incurred during Fiscal 2021 related to commissions to Hekemian for the following: $150,000 for the extension of the Grande Rotunda, LLC loan; $54,000 for the extension and modification of the WestFREIT, Corp. loan; $32,500 for the renewal of FREIT Maryland’s line of credit. There were no such fees incurred for the nine and three months ended July 31, 2020.

Robert S. Hekemian, Jr., Chief Executive Officer, President and a Director of the Trust, is the President and Chief Operating Officer of Hekemian. David B. Hekemian, a Director of the Trust, is the Principal/Broker – Salesperson and Director of Commercial Brokerage of Hekemian. Robert S. Hekemian, the former Chairman and Chief Executive Officer of the Trust, served as a consultant to the Trust and Chairman of the Board and Chief Executive Officer of Hekemian prior to his death in December 2019. Allan Tubin, Chief Financial Officer and Treasurer of the Trust, is the Chief Financial Officer of Hekemian.

Director fee expense and/or executive compensation (including interest and dividends) incurred by FREIT Maryland for the nine months ended July 31, 2021 and 2020 was approximately $0 and $21,000, respectively, for Robert S. Hekemian, $350,000 and $322,000, respectively, for Robert S. Hekemian, Jr., $23,000 and $20,000, respectively, for Allan Tubin and $42,000 and $40,000, respectively, for David Hekemian. Director fee expense and/or executive compensation (including interest and dividends) incurred by FREIT Maryland for the three months ended July 31, 2021 and 2020 was approximately $0 and $0, respectively, for Robert S. Hekemian, $118,000 and $86,000, respectively, for Robert S. Hekemian, Jr., $8,000 and $5,000, respectively, for Allan Tubin and $15,000 and $9,000, respectively, for David Hekemian (See Note 14 to FREIT Maryland’s condensed consolidated financial statements). Such costs are included within operating expenses on the accompanying condensed consolidated statements of operations.

Effective upon the late Robert S. Hekemian’s retirement as Chairman, Chief Executive Officer and as a Director on April 5, 2018, FREIT Maryland entered into a Consulting Agreement with Mr. Hekemian, pursuant to which Mr. Hekemian provided consulting services to the Trust through December 2019. The Consulting Agreement obliged Mr. Hekemian to provide advice and consultation with respect to matters pertaining to the Trust and its subsidiaries, affiliates, assets and business, for no fewer than 30 hours per month during the term of the agreement. FREIT Maryland paid Mr. Hekemian a consulting fee of $5,000 per month during the term of the Consulting Agreement, which was payable in the form of shares on a quarterly basis (i.e. in quarterly


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installments of $15,000). The number of shares to be issued for each quarterly installment of the consulting fee was determined by dividing the dollar amount of the consulting fee by the closing price of one share on the OTC Pink Open Market as of the close of trading on the last trading day of the calendar quarter with respect to which such consulting fee was payable. For the nine and three months ended July 31, 2021, there were no consulting fee expenses for Robert S. Hekemian. For the nine and three months ended July 31, 2020, consulting fee expense for Robert S. Hekemian was approximately $8,000 and $0, respectively.

The equity owners of Rotunda 100, LLC (“Rotunda 100”), which owns a 40% minority equity interest in Grande Rotunda, are principally employees of Hekemian. To incentivize the employees of Hekemian, FREIT Maryland advanced, only to employees of Hekemian, up to 50% of the amount of the equity contributions that the Hekemian employees were required to invest in Rotunda 100. These advances were in the form of secured loans that bear interest at rates that float at 225 basis points over the ninety (90) day LIBOR, as adjusted each November 1, February 1, May 1 and August 1. These loans are secured by the Hekemian employees’ interests in Rotunda 100 and are full recourse loans. On December 7, 2017, the Board approved a further extension of the previously amended maturity dates of these loans to the date or dates upon which distributions of cash are made by Grande Rotunda to its members as a result of a refinancing or sale of Grande Rotunda or the Rotunda property.

The aggregate outstanding principal balance of the Rotunda 100 notes was $4,000,000 at both July 31, 2021 and October 31, 2020. The accrued but unpaid interest related to these notes as of July 31, 2021 and October 31, 2020 amounted to approximately $1,268,000 and $1,194,000, respectively, and is included in secured loans receivable on the accompanying condensed consolidated balance sheets.

In Fiscal 2017, Grande Rotunda incurred substantial expenditures at the Rotunda property related to retail tenant improvements, leasing costs and operating expenditures which, in the aggregate, exceeded revenues as the property was still in the rent up phase and the construction loan held with Wells Fargo at that time was at its maximum level, with no additional funding available to draw. Accordingly, during Fiscal 2017 the equity owners in Grande Rotunda (FREIT Maryland with a 60% ownership and Rotunda 100 with a 40% ownership) contributed their respective pro-rata share of any cash needs through loans to Grande Rotunda, LLC. In Fiscal 2021, Grande Rotunda repaid $7 million to the equity owners in Grande Rotunda based on their respective pro-rata share resulting in a loan repayment to Rotunda 100 of approximately $2.8 million. As of July 31, 2021 and October 31, 2020, Rotunda 100 has funded Grande Rotunda with approximately $3.2 million and $5.9 million (including interest), respectively, which is included in “Due to affiliate” on the accompanying condensed consolidated balance sheets.