x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________________ to ____________________
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
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(Exact name of registrant as specified in its charter)
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New Jersey
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22-1697095
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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505 Main Street, Hackensack, New Jersey
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07601
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(Address of principal executive offices)
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(Zip Code)
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Large Accelerated Filer o
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Accelerated Filer x
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Non-Accelerated Filer o Smaller Reporting Company o
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Page
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4
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5
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18
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18
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18
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18
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18
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19
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
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||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||||
(Unaudited)
|
|||||||||
January 31,
|
October 31,
|
||||||||
2011
|
2010
|
||||||||
(In Thousands of Dollars)
|
|||||||||
ASSETS
|
|||||||||
Real estate, at cost, net of accumulated depreciation
|
$ | 209,685 | $ | 210,745 | |||||
Construction in progress
|
9,801 | 9,760 | |||||||
Cash and cash equivalents
|
6,565 | 6,769 | |||||||
Tenants' security accounts
|
1,936 | 2,005 | |||||||
Sundry receivables
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5,307 | 5,872 | |||||||
Secured loans receivable
|
3,326 | 3,326 | |||||||
Prepaid expenses and other assets
|
2,910 | 3,264 | |||||||
Acquired over market leases and in-place lease costs
|
489 | 523 | |||||||
Deferred charges, net
|
2,726 | 2,864 | |||||||
Total Assets | $ | 242,745 | $ | 245,128 | |||||
LIABILITIES & EQUITY
|
|||||||||
Liabilities:
|
|||||||||
Mortgages payable
|
$ | 203,898 | $ | 204,604 | |||||
Accounts payable and accrued expenses
|
6,293 | 6,920 | |||||||
Dividends payable
|
2,083 | 2,083 | |||||||
Tenants' security deposits
|
2,578 | 2,668 | |||||||
Acquired below market value leases and deferred revenue
|
3,364 | 3,319 | |||||||
Total liabilities | 218,216 | 219,594 | |||||||
Commitments and contingencies
|
|||||||||
Equity:
|
|||||||||
Common equity:
|
|||||||||
Shares of beneficial interest without par value:
|
|||||||||
8,000,000 shares authorized; 6,993,152 shares issued
|
24,969 | 24,969 | |||||||
Treasury stock, at cost: 51,009 shares
|
(1,135 | ) | (1,135 | ) | |||||
Dividends in excess of net income
|
(8,096 | ) | (7,032 | ) | |||||
Total common equity | 15,738 | 16,802 | |||||||
Noncontrolling interests in subsidiaries
|
8,791 | 8,732 | |||||||
Total equity | 24,529 | 25,534 | |||||||
Total Liabilities & Equity | $ | 242,745 | $ | 245,128 | |||||
See Notes to Condensed Consolidated Financial Statements.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
|
||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
|
||||||
THREE MONTHS ENDED JANUARY 31, 2011 AND 2010
|
||||||
(Unaudited)
|
||||||
Three Months Ended
|
||||||||
January 31,
|
||||||||
2011
|
2010
|
|||||||
(In Thousands of Dollars, Except Per Share
Amounts)
|
||||||||
Revenue:
|
||||||||
Rental income
|
$ | 9,517 | $ | 9,334 | ||||
Reimbursements
|
1,222 | 1,434 | ||||||
Sundry income
|
122 | 81 | ||||||
Totals
|
10,861 | 10,849 | ||||||
Expenses:
|
||||||||
Operating expenses
|
2,917 | 2,924 | ||||||
Management fees
|
490 | 469 | ||||||
Real estate taxes
|
1,686 | 1,656 | ||||||
Depreciation
|
1,511 | 1,521 | ||||||
Totals
|
6,604 | 6,570 | ||||||
Operating income
|
4,257 | 4,279 | ||||||
Investment income
|
29 | 36 | ||||||
Interest expense including amortization
|
||||||||
of deferred financing costs
|
(2,926 | ) | (2,862 | ) | ||||
Net income
|
1,360 | 1,453 | ||||||
Net income attributable to noncontrolling interests in subsidiaries
|
(341 | ) | (281 | ) | ||||
Net income attributable to common equity
|
$ | 1,019 | $ | 1,172 | ||||
Earnings per share (attributable to common equity):
|
||||||||
Basic
|
$ | 0.15 | $ | 0.17 | ||||
Weighted average shares outstanding:
|
||||||||
Basic
|
6,942 | 6,942 | ||||||
See Notes to Condensed Consolidated Financial Statements.
|
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
|
||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
|
||||||||||||||||||||||||
THREE MONTHS ENDED JANUARY 31, 2011
|
||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||
Common Equity
|
||||||||||||||||||||||||
Shares of
Beneficial
Interest
|
Treasury
Shares at
Cost
|
Dividends in
Excess of Net
Income
|
Total
Common
Equity
|
Noncontrolling
Interests
|
Total Equity
|
|||||||||||||||||||
(In Thousands of Dollars)
|
||||||||||||||||||||||||
Balance at October 31, 2010
|
$ | 24,969 | $ | (1,135 | ) | $ | (7,032 | ) | $ | 16,802 | $ | 8,732 | $ | 25,534 | ||||||||||
Distributions to noncontrolling interests
|
- | (282 | ) | (282 | ) | |||||||||||||||||||
Net income
|
1,019 | 1,019 | 341 | 1,360 | ||||||||||||||||||||
Dividends declared
|
(2,083 | ) | (2,083 | ) | (2,083 | ) | ||||||||||||||||||
Balance at January 31, 2011
|
$ | 24,969 | $ | (1,135 | ) | $ | (8,096 | ) | $ | 15,738 | $ | 8,791 | $ | 24,529 | ||||||||||
See Notes to Condensed Consolidated Financial Statements.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
|
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
THREE MONTHS ENDED JANUARY 31, 2011 AND 2010
|
|||||||
(Unaudited)
|
|||||||
Three Months Ended
|
||||||||
January 31,
|
||||||||
2011
|
2010
|
|||||||
(In Thousands of Dollars)
|
||||||||
Operating activities:
|
||||||||
Net income
|
$ | 1,360 | $ | 1,453 | ||||
Adjustments to reconcile net income to net cash provided by
|
||||||||
operating activities:
|
||||||||
Depreciation
|
1,511 | 1,521 | ||||||
Amortization
|
144 | 121 | ||||||
Net amortization of acquired leases
|
6 | 8 | ||||||
Deferred revenue
|
61 | 47 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Tenants' security accounts
|
69 | 26 | ||||||
Sundry receivables, prepaid expenses and other assets
|
918 | 381 | ||||||
Accounts payable, accrued expenses and other liabilities
|
398 | 109 | ||||||
Tenants' security deposits
|
(90 | ) | (85 | ) | ||||
Net cash provided by operating activities
|
4,377 | 3,581 | ||||||
Investing activities:
|
||||||||
Capital improvements - existing properties
|
(469 | ) | (341 | ) | ||||
Construction and pre-development costs
|
(1,000 | ) * | (615 | ) | ||||
Net cash used in investing activities
|
(1,469 | ) | (956 | ) | ||||
Financing activities:
|
||||||||
Repayment of mortgages
|
(747 | ) | (704 | ) | ||||
Deferred financing costs
|
- | 11 | ||||||
Dividends paid
|
(2,083 | ) | (2,083 | ) | ||||
Distributions to noncontrolling interests
|
(282 | ) | (348 | ) | ||||
Net cash used in financing activities
|
(3,112 | ) | (3,124 | ) | ||||
Net decrease in cash and cash equivalents
|
(204 | ) | (499 | ) | ||||
Cash and cash equivalents, beginning of period
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6,769 | 6,751 | ||||||
Cash and cash equivalents, end of period
|
$ | 6,565 | $ | 6,252 | ||||
Supplemental disclosure of cash flow data:
|
||||||||
Interest paid
|
$ | 2,702 | $ | 2,720 | ||||
Supplemental schedule of non cash activities:
|
||||||||
Investing activities:
|
||||||||
Accrued capital expenditures, construction costs, pre-development costs and interest
|
$ | 54 | $ | 59 | ||||
Financing activities:
|
||||||||
Dividends declared but not paid
|
$ | 2,083 | $ | 2,083 | ||||
* Incurred and accrued in fiscal 2009.
|
||||||||
See Notes to Condensed Consolidated Financial Statements.
|
Basic earnings per share is calculated by dividing net income (numerator) by the weighted average number of shares outstanding during each period (denominator). The calculation of diluted earnings per share is similar to that of basic earnings per share, except that the denominator is increased to include the number of additional shares that would have been outstanding if all potentially dilutive shares, such as those issuable upon the exercise of stock options and warrants, were issued during the period. Since FREIT does not have any dilutive securities, only basic earnings per share is presented.
|
Note 4 - Segment information:
|
FREIT has determined that it has two reportable segments: commercial properties and residential properties. These reportable segments offer different types of space, have different types of tenants, and are managed separately because each requires different operating strategies and management expertise. The commercial segment contains ten (10) separate properties and the residential segment contains nine (9) properties. The accounting policies of the segments are the same as those described in Note 1 in FREIT’s Annual Report on Form 10-K for the fiscal year ended October 31, 2010.
|
Three Months Ended
|
||||||||
January 31,
|
||||||||
2011
|
2010
|
|||||||
($ in thousands)
|
||||||||
Real estate rental revenue:
|
||||||||
Commercial
|
$ | 5,936 | $ | 6,096 | ||||
Residential
|
4,877 | 4,708 | ||||||
Totals
|
10,813 | 10,804 | ||||||
Real estate operating expenses:
|
||||||||
Commercial
|
2,546 | 2,375 | ||||||
Residential
|
2,154 | 2,246 | ||||||
Totals
|
4,700 | 4,621 | ||||||
Net operating income:
|
||||||||
Commercial
|
3,390 | 3,721 | ||||||
Residential
|
2,723 | 2,462 | ||||||
Totals
|
$ | 6,113 | $ | 6,183 | ||||
Recurring capital improvements-residential
|
$ | 84 | $ | 85 | ||||
Reconciliation to consolidated net income:
|
||||||||
Segment NOI
|
$ | 6,113 | $ | 6,183 | ||||
Deferred rents - straight lining
|
54 | 53 | ||||||
Amortization of acquired leases
|
(6 | ) | (8 | ) | ||||
Investment income
|
29 | 36 | ||||||
General and administrative expenses
|
(393 | ) | (428 | ) | ||||
Depreciation
|
(1,511 | ) | (1,521 | ) | ||||
Financing costs
|
(2,926 | ) | (2,862 | ) | ||||
Net income
|
1,360 | 1,453 | ||||||
Net income attributable to noncontrolling interests
|
(341 | ) | (281 | ) | ||||
Net income attributable to common equity
|
$ | 1,019 | $ | 1,172 |
January 31,
|
October 31,
|
|||||||
($ in Millions)
|
2011
|
2010
|
||||||
Fair Value
|
$ | 203.6 | $ | 212.1 | ||||
Carrying Value
|
$ | 203.9 | $ | 204.6 |
Cautionary Statement Identifying Important Factors That Could Cause First Real Estate Investment Trust of New Jersey’s (“FREIT”)
Actual Results to Differ From Those Projected in Forward Looking Statements. |
Readers of this discussion are advised that the discussion should be read in conjunction with the unaudited condensed consolidated financial statements of FREIT (including related notes thereto) appearing elsewhere in this Form 10-Q, and the consolidated financial statements included in FREIT’s most recently filed Form 10-K. Certain statements in this discussion may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect FREIT’s current expectations regarding future results of operations, economic performance, financial condition and achievements of FREIT, and do not relate strictly to historical or current facts. FREIT has tried, wherever possible, to identify these forward-looking statements by using words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning.
|
Although FREIT believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those projected. Such factors include, but are not limited to the following: general economic and business conditions, which will, among other things, affect demand for rental space, the availability of prospective tenants, lease rents, the financial condition of tenants and the default rate on leases, operating and administrative expenses and the availability of financing; adverse changes in FREIT’s real estate markets, including, among other things, competition with other real estate owners, competition confronted by tenants at FREIT’s commercial properties; governmental actions and initiatives; environmental/safety requirements; and risks of real estate development and acquisitions. The risks with respect to the development of real estate include: increased construction costs, inability to obtain construction financing, or unfavorable terms of financing that may be available, unforeseen construction delays and the failure to complete construction within budget.
|
NET INCOME COMPONENTS
|
||||||||||||
Three Months Ended
|
||||||||||||
January 31,
|
||||||||||||
2011
|
2010
|
Change
|
||||||||||
(thousands of dollars)
|
||||||||||||
Income from real estate operations:
|
||||||||||||
Commercial properties
|
$ | 3,438 | $ | 3,766 | $ | (328 | ) | |||||
Residential properties
|
2,723 | 2,462 | 261 | |||||||||
Total income from real estate operations
|
6,161 | 6,228 | (67 | ) | ||||||||
Financing costs:
|
||||||||||||
Fixed rate mortgages
|
(2,687 | ) | (2,665 | ) | (22 | ) | ||||||
Floating rate - Rotunda & Damascus
|
(239 | ) | (197 | ) | (42 | ) | ||||||
Total financing costs
|
(2,926 | ) | (2,862 | ) | (64 | ) | ||||||
Investment income
|
29 | 36 | (7 | ) | ||||||||
General & administrative expenses:
|
||||||||||||
Accounting fees
|
(137 | ) | (166 | ) | 29 | |||||||
Legal & professional fees
|
(17 | ) | (17 | ) | - | |||||||
Trustee fees
|
(127 | ) | (130 | ) | 3 | |||||||
Corporate expenses
|
(112 | ) | (115 | ) | 3 | |||||||
Total general & administrative expenses
|
(393 | ) | (428 | ) | 35 | |||||||
Depreciation
|
(1,511 | ) | (1,521 | ) | 10 | |||||||
Net income
|
1,360 | 1,453 | (93 | ) | ||||||||
Net income attributable to noncontrolling interests in subsidiaries
|
(341 | ) | (281 | ) | (60 | ) | ||||||
Net Income attributable to common equity
|
$ | 1,019 | $ | 1,172 | $ | (153 | ) |
Commercial
|
Residential
|
Combined
|
||||||||||||||||||||||||||||||||||||||
Three Months Ended
|
Three Months Ended
|
Three Months Ended
|
||||||||||||||||||||||||||||||||||||||
January 31,
|
Increase (Decrease)
|
January 31,
|
Increase (Decrease)
|
January 31,
|
||||||||||||||||||||||||||||||||||||
2011
|
2010
|
$
|
%
|
2011
|
2010
|
$
|
%
|
2011
|
2010
|
|||||||||||||||||||||||||||||||
(in thousands)
|
(in thousands)
|
(in thousands)
|
||||||||||||||||||||||||||||||||||||||
Rental income
|
$ | 4,660 | $ | 4,638 | $ | 22 | 0.5 | % | $ | 4,809 | $ | 4,651 | $ | 158 | 3.4 | % | $ | 9,469 | $ | 9,289 | ||||||||||||||||||||
Reimbursements
|
1,222 | 1,434 | (212 | ) | -14.8 | % | - | - | - | 1,222 | 1,434 | |||||||||||||||||||||||||||||
Other
|
54 | 24 | 30 | 125.0 | % | 68 | 57 | 11 | 19.3 | % | 122 | 81 | ||||||||||||||||||||||||||||
Total revenue
|
5,936 | 6,096 | (160 | ) | -2.6 | % | 4,877 | 4,708 | 169 | 3.6 | % | 10,813 | 10,804 | |||||||||||||||||||||||||||
Operating expenses
|
2,546 | 2,375 | 171 | 7.2 | % | 2,154 | 2,246 | (92 | ) | -4.1 | % | 4,700 | 4,621 | |||||||||||||||||||||||||||
Net operating income
|
$ | 3,390 | $ | 3,721 | $ | (331 | ) | -8.9 | % | $ | 2,723 | $ | 2,462 | $ | 261 | 10.6 | % | 6,113 | 6,183 | |||||||||||||||||||||
Average
|
||||||||||||||||||||||||||||||||||||||||
Occupancy %
|
89.7 | % | 90.5 | % | -0.8 | % | 94.5 | % | 93.2 | % | 1.3 | % | ||||||||||||||||||||||||||||
Reconciliation to consolidated net income:
|
||||||||||||||||||||||||||||||||||||||||
Deferred rents - straight lining
|
54 | 53 | ||||||||||||||||||||||||||||||||||||||
Amortization of acquired leases
|
(6 | ) | (8 | ) | ||||||||||||||||||||||||||||||||||||
Investment income
|
29 | 36 | ||||||||||||||||||||||||||||||||||||||
General and administrative expenses
|
(393 | ) | (428 | ) | ||||||||||||||||||||||||||||||||||||
Depreciation
|
(1,511 | ) | (1,521 | ) | ||||||||||||||||||||||||||||||||||||
Financing costs
|
(2,926 | ) | (2,862 | ) | ||||||||||||||||||||||||||||||||||||
Net income
|
1,360 | 1,453 | ||||||||||||||||||||||||||||||||||||||
Net income attributable to noncontrolling interests
|
(341 | ) | (281 | ) | ||||||||||||||||||||||||||||||||||||
Net income attributable to common equity
|
$ | 1,019 | $ | 1,172 |
Three Months Ended
|
||||||||
January 31,
|
||||||||
2011
|
2010
|
|||||||
($ in thousands)
|
||||||||
Fixed rate mortgages:
|
||||||||
1st Mortgages
|
||||||||
Existing
|
$ | 2,194 | $ | 2,438 | ||||
New (1)
|
271 | - | ||||||
2nd Mortgages
|
||||||||
Existing
|
40 | 85 | ||||||
Variable rate mortgages:
|
||||||||
Acquisition loan-Rotunda
|
198 | 197 | ||||||
Construction loan-Damascus
|
41 | 40 | ||||||
Other
|
109 | 89 | ||||||
2,853 | 2,849 | |||||||
Amortization of Mortgage Costs
|
73 | 53 | ||||||
Total Financing Costs
|
2,926 | 2,902 | ||||||
Less amount capitalized
|
- | (40 | ) | |||||
Financing costs expensed
|
$ | 2,926 | $ | 2,862 | ||||
(1) Mortgages not in place at beginning of Fiscal 2010.
|
Fiscal Year
|
2012
|
2013
|
2014
|
2016
|
2017
|
2018
|
2019
|
2022
|
($ in millions)
|
||||||||
Mortgage "Balloon" Payments
|
$10.1
|
$27.1
|
$12.1
|
$24.5
|
$22.0
|
$5.0
|
$45.2
|
$14.4
|
January 31,
|
October 31,
|
|||||||
($ in Millions)
|
2011
|
2010
|
||||||
Fair Value
|
$ | 203.6 | $ | 212.1 | ||||
Carrying Value
|
$ | 203.9 | $ | 204.6 |
Three Months Ended
|
|||||||||
January 31,
|
|||||||||
2011
|
2010
|
||||||||
($ in thousands)
|
|||||||||
Net income
|
$ | 1,360 | $ | 1,453 | |||||
Depreciation
|
1,511 | 1,521 | |||||||
Amortization of deferred mortgage costs
|
73 | 53 | |||||||
Deferred rents (Straight lining)
|
(54 | ) | (53 | ) | |||||
Amortization of acquired leases
|
6 | 8 | |||||||
Capital Improvements - Apartments
|
(84 | ) | (85 | ) | |||||
Distributions to noncontrolling interests
|
(282 | ) | (348 | ) | |||||
FFO | $ | 2,530 | $ | 2,549 | |||||
Per Share - Basic | $ | 0.36 | $ | 0.37 | |||||
Weighted Average Shares Outstanding
|
6,942 | 6,942 |
|
FIRST REAL ESTATE INVESTMENT
|
|
TRUST OF NEW JERSEY
|
|
(Registrant)
|
Date: March 14, 2011
|
|
/s/ Robert S. Hekemian
|
|
(Signature)
|
|
|
Robert S. Hekemian
|
|
Chairman of the Board and Chief Executive Officer
|
(Principal Executive Officer)
|
|
/s/ Donald W. Barney
|
|
|
(Signature)
|
Donald W. Barney
|
|
President, Treasurer and Chief Financial Officer
|
|
(Principal Financial/Accounting Officer)
|
|
|
1.
|
I have reviewed this report on Form 10-Q of First Real Estate Investment Trust of New Jersey;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 14, 2011
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/s/ Robert S. Hekemian
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Robert S. Hekemian
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Chairman of the Board and Chief Executive Officer
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1.
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I have reviewed this report on Form 10-Q of First Real Estate Investment Trust of New Jersey;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 14, 2011
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/s/ Donald W. Barney
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Donald W. Barney
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President, Treasurer and Chief Financial Officer
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(1)
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the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m(a) or 78o(d), and,
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: March 14, 2011
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/s/ Robert S. Hekemian
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Robert S. Hekemian
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Chairman of the Board and Chief Executive Officer
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(1)
|
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m(a) or 78o(d), and,
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: March 14, 2011
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/s/ Donald W. Barney
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Donald W. Barney
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President, Treasurer and Chief Financial Officer
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