-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N3mFSqWSlD6yxF8OvseqP+y9hRswhaJjAjTTkjOLtFJkBC0Gdh9bTRXvKuZ/stPQ ntMmZnwnQ3+IraUnfF/6Lw== 0000914317-04-003488.txt : 20040917 0000914317-04-003488.hdr.sgml : 20040917 20040917143018 ACCESSION NUMBER: 0000914317-04-003488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040914 ITEM INFORMATION: Other Events FILED AS OF DATE: 20040917 DATE AS OF CHANGE: 20040917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY CENTRAL INDEX KEY: 0000036840 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 221697095 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25043 FILM NUMBER: 041035589 BUSINESS ADDRESS: STREET 1: 505 MAIN ST STREET 2: P O BOX 667 CITY: HACKENSACK STATE: NJ ZIP: 07602 BUSINESS PHONE: 2014886400 MAIL ADDRESS: STREET 1: P O BOX 667 STREET 2: 505 MAIN STREET CITY: HACKENSACK STATE: NJ ZIP: 07602 8-K 1 form8k-62933_freit.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: September 14, 2004 FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY ------------------------------------------------ (Exact name of registrant as specified in its charter) New Jersey 22-1697095 ------------------------------ ----------------- (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 505 Main Street, P.O. Box 667, Hackensack, New Jersey 07602 - ------------------------------------------------------------ -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 201-488-6400 ------------ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events The Registrant has reported to its shareholders its operating results for the nine months and three months ended July 31, 2004. The Press Release is included as Exhibit 99.1 to this Form 8-K. Disclosure Concerning Forward-Looking Statements - ------------------------------------------------ Certain Statements in this Form 8-K may contain information that is, or anticipate certain events that are, forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Registrant cautions readers that forward-looking statements, including, without limitation, those relating to the Registrant's liquidity and capital resources, are subject to certain risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors, including without limitation, the Registrant's future financial performance; the availability of capital; general market conditions; national and local economic conditions; particularly long-term interest rates; the terms of federal, state and local governmental regulations that affect the Registrant; and the competitive environment in which the Registrant operates, including the availability of retail space and residential apartment units in the areas where the Registrant's properties are located. In addition, the Registrant's continued qualification as a real estate investment trust involves the application of highly technical and complex rules of the Internal Revenue Code. The forward-looking statements are made as of the date of this Form 8-K and the Registrant assumes no obligation to update the forward-looking statements or to update the reasons actual results could differ from those projected in such forward-looking statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY By: s/s Robert S. Hekemian ----------------------- Robert S. Hekemian Chairman of the Board DATED: September 17, 2003 EX-99.1 2 ex99-1.txt Exhibit 99.1 RESULTS OF OPERATIONS NINE AND THREE MONTHS ENDED JULY 31, 2004 AND 2003 HACKENSACK, NJ, September 14, 2004 - First Real Estate Investment Trust ("FREIT") announced its operating results for the nine and three months ended July 31, 2004. All per share amounts discussed represent diluted earnings per share. The results of operations for the nine and three months ended July 31, 2004 are not necessarily indicative of the results to be expected for the full year. Income from continuing operations increased 7.4% to $3,745,000 ($.56 ps) during the nine months ended July 31, 2004 ("Current Nine Months") compared to $3,486,000 ($.53 ps) for the nine months ended July 31, 2003 ("Prior Year's Nine Months"). The Current Nine Months revenue and net income include a one-time item of $308,000 representing a gain from a lease termination payment made by a former tenant of FREIT. Income from continuing operations for the three months ended July 31, 2004 ("Current Quarter") and the three months ended July 31, 2003 (`Prior Year's Quarter") remained flat at $1,216,000. In June 2004 FREIT's 75% owned subsidiary S And A Commercial Associates LP ("S And A") sold the Olney Town Center ("OTC"). This sale resulted in a gain for financial statement purposes of approximately $12.8 million. This gain plus the operations of OTC, less the 25% interest in these items attributable to the minority interest added approximately $10 million and $9.7 million to net income for the Current Nine Months and Current Quarter respectively. These items have been classified as income from Discontinued Operations. The changes in the components of net income are summarized below:
Nine Months Ended Three Months Ended ----------------------- ---------------------- July 31, July 31, ----------------------- Increase ---------------------- Increase 2004 2003 (Decrease) 2004 2003 (Decrease) ---- ---- -------- ---- ---- -------- Net Income Components - --------------------- Real estate operations Retail $ 7,098 $ 6,056 $ 1,042 $ 2,427 $ 2,080 $ 347 Residential 4,114 3,720 394 1,658 1,296 362 Net investment income 127 151 (24) 38 50 (12) Financing costs (6,742) (5,828) (914) (2,610) (2,276) (334) General & administrative costs (540) (444) (96) (207) (97) (110) Minority interests (312) (169) (143) (90) 163 (253) -------- -------- -------- -------- -------- -------- Income from continuing operations 3,745 3,486 259 1,216 1,216 -- Discontinued operations: Operations 607 738 (131) 159 210 (51) Gain on sale 12,754 -- 12,754 12,754 12,754 Minority interest in discontinued operations (3,340) (184) (3,156) (3,228) (52) (3,176) -------- -------- -------- -------- -------- -------- Income from discontinued operations 10,021 554 9,467 9,685 158 9,527 -------- -------- -------- -------- -------- -------- Net Income $ 13,766 $ 4,040 $ 9,726 $ 10,901 $ 1,374 $ 9,527 -------- -------- -------- -------- -------- -------- Depreciation included in real estate operations $ 2,702 $ 1,866 $ 836 $ 1,122 $ 623 $ 499 -------- -------- -------- -------- -------- -------- Basic earnings per share: Continuing operations $ 0.59 $ 0.56 $ 0.03 $ 0.19 $ 0.19 $ (0.00) Discontinued operations 1.57 0.09 1.49 1.51 0.03 1.48 -------- -------- -------- -------- -------- -------- Net income $ 2.16 $ 0.65 $ 1.52 $ 1.70 $ 0.22 $ 1.48 -------- -------- -------- -------- -------- -------- Diluted earnings per share: Continuing operations $ 0.56 $ 0.53 $ 0.03 $ 0.18 $ 0.18 $ -- Discontinued operations 1.51 0.08 1.43 1.44 0.02 1.42 -------- -------- -------- -------- -------- -------- Net income $ 2.07 $ 0.61 $ 1.46 $ 1.62 $ 0.20 $ 1.42 -------- -------- -------- -------- -------- -------- Weighted average shares outstanding Basic 6,367 6,258 6,423 6,276 Diluted 6,633 6,566 6,748 6,580
REAL ESTATE PROPERTIES RETAIL SEGMENT - FREIT's retail properties for continuing operations consist of seven properties totaling approximately 1,050,000 sq. ft. As indicated in the above table, net income (net income before financing charges) from our retail segment is up $1,042,000 (17.2%) and $347,000 (16.7%) for the Current Nine Months and Current Quarter respectively. Net income for the Current Nine Months includes a one-time item of $308,000 representing the gain from a lease termination payment made by a former tenant. Average occupancy at FREIT's retail properties for the nine months ended July 31, 2004 was 91.8% and for the quarter ended July 31, 2004 average occupancy increased to 94.3%. RESIDENTIAL SEGMENT - FREIT operates nine (9) multi-family apartment communities totaling 986 apartment units. On April 16, 2004 S And A closed on the purchase of The Pierre apartments. The Pierre is a 269-unit high-rise apartment building located in Hackensack, N.J. The purchase price for The Pierre was approximately $44 million. This amount, together with estimated transaction costs of approximately $2 million, resulted in total acquisition costs of approximately $46.0 million. The acquisition costs were financed in part by a mortgage loan in the approximate amount of $29.6 million and the balance of approximately $16.4 million in cash. FREIT provided 75% of the cash required with the balance, of approximately $4.2 million provided by the 25% minority owners of S And A. Cash proceeds received from the sale of OTC (see above) were used to repay these advances. Net income (before financing costs) increased by $394,000 (11%) and $362,000 (28%) for the Current Nine Months and Current Quarter respectively. This increase is largely due to the operations at The Pierre, whose operations were included for the full third quarter. Average occupancy at FREIT's residential properties for the nine months ended July 31, 2004 was 94.5% and for the quarter ended July 31, 2004 average occupancy increased slightly to 95%. LIQUIDITY: Our financial condition remains strong with cash and cash equivalents totaling $19,357,000. Net cash provided by operating activities was $8.7 million for the Current Nine Months compared to $3.7 million for the Prior Year's Nine Months. DIVIDENDS: The third quarter dividend of $.20 per share is payable on September 14, 2004 to shareholders of record on September 1, 2004. This raised total dividends this fiscal year to $.60 per share compared to $.53 per share last fiscal year. - -------------------------------------------------------------------- FINANCIAL SUMMARY (Thousands, except per share amounts) 7/31/04 7/31/03 * ------- --------- Net investment in real estate $160,659 $130,103 Cash and cash equivalents $ 19,357 $ 8,493 Total assets $190,679 $148,996 Mortgage debt $148,708 $120,185 Shareholder's equity $ 33,000 $ 23,030 Shares outstanding $ 6,423 $ 6,311 Book value per share $ 5.14 $ 3.65 EPS (Continuing operations / diluted) $ 0.56 $ 0.53 Dividends declared $ 0.60 $ 0.53 * Restated to reflect consolidation of Westwood Hills, LLC and Wayne Preakness, LLC, both 40% owned subsidiaries of FREIT. - -------------------------------------------------------------------- The statements in this report that relate to future earnings or performance are forward-looking. Actual results might differ materially and be adversely affected by such factors as longer than anticipated lease-up periods, or the inability of tenants to pay increased rents. Additional information about these factors is contained in the Trust's filings with the SEC including the Trust's most recent filed report on Forms 10-K and 10-Q. ###### For additional information contact Shareholder Relations at(201) 488-6400. 505 Main Street, Hackensack, NJ, 07601 -----END PRIVACY-ENHANCED MESSAGE-----