FREVS 10-Q
First Real Estate Investment Trust Of New Jersey, Inc. (FREVS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________ to ____________________
Commission File No.
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
| (1) | Registered pursuant to Section 12 (b) of the Act pursuant to a form 8-A filed by the registrant on August 3, 2023. Until the Distribution Date (as defined in the registrant’s Stockholder Rights Agreement dated July 31, 2023 and amended as of May 13, 2026) the Preferred Stock Purchase Rights will be transferred with and only with the shares of the registrant’s Common Stock to which the Preferred Stock Purchase Rights are attached. |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | Smaller Reporting Company | |
| Emerging growth company | |||
Page 2
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of September 11, 2026, the number of shares of common stock outstanding was
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.
INDEX
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Part I: Financial Information
Item 1: Unaudited Condensed Consolidated Financial Statements
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| July 31, | October 31, | |||||||
| 2026 | 2025 | |||||||
| (In Thousands, Except Share and Per Share Amounts) | ||||||||
| ASSETS | ||||||||
| Real estate, at cost, net of accumulated depreciation | $ | $ | ||||||
| Construction in progress | ||||||||
| Cash and cash equivalents | ||||||||
| Investment in U.S. Treasury securities available-for-sale | ||||||||
| Investment in tenancy-in-common | ||||||||
| Tenants' security accounts | ||||||||
| Receivables arising from straight-lining of rents | ||||||||
| Accounts receivable, net of allowance for doubtful accounts of $ | ||||||||
| Prepaid expenses and other assets | ||||||||
| Deferred charges, net | ||||||||
| Interest rate swap contract | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Liabilities: | ||||||||
| Mortgages payable | $ | $ | ||||||
| Less unamortized debt issuance costs | ||||||||
| Mortgages payable, net | ||||||||
| Due to affiliate | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Dividends payable | ||||||||
| Tenants' security deposits | ||||||||
| Deferred revenue | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Common Equity: | ||||||||
| Preferred stock with par value of $ | ||||||||
| Common stock with par value of $ | ||||||||
| Additional paid-in-capital | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive income | ||||||||
| Total Common Equity | ||||||||
| Noncontrolling interests in subsidiaries | ( | ) | ( | ) | ||||
| Total Equity | ||||||||
| Total Liabilities and Equity | $ | $ | ||||||
See Notes to Condensed Consolidated Financial Statements.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
NINE AND THREE MONTHS ENDED JULY 31, 2026 AND 2025
(Unaudited)
| Nine Months Ended July 31, | Three Months Ended July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (In Thousands, Except Per Share Amounts) | (In Thousands, Except Per Share Amounts) | |||||||||||||||
| Revenue: | ||||||||||||||||
| Rental income | $ | $ | $ | $ | ||||||||||||
| Reimbursements | ||||||||||||||||
| Sundry income | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Expenses: | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Management fees | ||||||||||||||||
| Real estate taxes | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Total expenses | ||||||||||||||||
| Investment income | ||||||||||||||||
| Net gain on sale of property | ||||||||||||||||
| Loss on investment in tenancy-in-common | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense including amortization of deferred financing costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income | ||||||||||||||||
| Net loss attributable to noncontrolling interests in subsidiaries | ||||||||||||||||
| Net income attributable to common equity | $ | $ | $ | $ | ||||||||||||
| Earnings per share: | ||||||||||||||||
| Basic and diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
NINE AND THREE MONTHS ENDED JULY 31, 2026 AND 2025
(Unaudited)
| Nine Months Ended July 31, | Three Months Ended July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (In Thousands of Dollars) | (In Thousands of Dollars) | |||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Other comprehensive income: | ||||||||||||||||
| Unrealized gain (loss) on interest rate swap contract before reclassifications | ( | ) | ||||||||||||||
| Amount reclassified from accumulated other comprehensive income to interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net unrealized gain (loss) on interest rate swap contract | ( | ) | ||||||||||||||
| Unrealized gain on U.S. Treasury securities available-for-sale before reclassifications | ||||||||||||||||
| Amount reclassified from accumulated other comprehensive income to investment income | ( | ) | ( | ) | ( | ) | ||||||||||
| Net unrealized (loss) gain on U.S. Treasury securities available-for-sale | ( | ) | ( | ) | ||||||||||||
| Comprehensive income | ||||||||||||||||
| Comprehensive loss attributable to noncontrolling interests in subsidiaries | ||||||||||||||||
| Comprehensive income attributable to common equity | $ | $ | $ | $ | ||||||||||||
See Notes to Condensed Consolidated Financial Statements.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
NINE AND THREE MONTHS ENDED JULY 31, 2026
(Unaudited)
| Common Equity | ||||||||||||||||||||||||||||||||
| Common Stock | Accumulated | |||||||||||||||||||||||||||||||
| Additional Paid-In- |
Retained | Other Comprehensive |
Total Common |
Noncontrolling Interests |
Total | |||||||||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Income | Equity | in Subsidiaries | Equity | |||||||||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||||||||||
| Balance at October 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| Distributions to noncontrolling interests in subsidiaries | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||||||||||||||||||
| Dividends declared | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net unrealized loss on interest rate swap contract | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at January 31, 2026 | ( | ) | ||||||||||||||||||||||||||||||
| Stock awards granted to directors | ||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in subsidiaries | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||||||||||||||||||
| Dividends declared | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net unrealized gain on interest rate swap contract | ||||||||||||||||||||||||||||||||
| Net unrealized loss on investment in U.S. Treasury securities available-for-sale | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at April 30, 2026 | ( | ) | ||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests in subsidiaries - Preferred Member | ||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||||||||||||||||||
| Dividends declared | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net unrealized gain on interest rate swap contract | ||||||||||||||||||||||||||||||||
| Net unrealized loss on investment in U.S. Treasury securities available-for-sale | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at July 31, 2026 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
NINE AND THREE MONTHS ENDED JULY 31, 2025
(Unaudited)
| Common Equity | ||||||||||||||||||||||||||||||||
| Common Stock | Accumulated | |||||||||||||||||||||||||||||||
| Additional Paid-In- |
Retained | Other Comprehensive |
Total Common |
Noncontrolling Interests |
Total | |||||||||||||||||||||||||||
| Shares | Amount | Capital | Earnings | Income | Equity | in Subsidiaries | Equity | |||||||||||||||||||||||||
| (In Thousands) | ||||||||||||||||||||||||||||||||
| Balance at October 31, 2024 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
| Distributions to noncontrolling interests in subsidiaries | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||||||||||||||||||
| Dividends declared | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net unrealized loss on interest rate swap contracts | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net unrealized gain on investment in U.S. Treasury securities available-for-sale | ||||||||||||||||||||||||||||||||
| Balance at January 31, 2025 | ( | ) | ||||||||||||||||||||||||||||||
| Stock awards granted to directors | ||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in subsidiaries | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||||||||||||||||||
| Dividends declared | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net unrealized loss on interest rate swap contract | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net unrealized loss on investment in U.S. Treasury securities available-for-sale | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at April 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests in subsidiaries | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||||||||||||||||||
| Dividends declared | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net unrealized gain on interest rate swap contract | ||||||||||||||||||||||||||||||||
| Net unrealized gain on investment in U.S. Treasury securities available-for-sale | ||||||||||||||||||||||||||||||||
| Balance at July 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JULY 31, 2026 AND 2025
(Unaudited)
| Nine Months Ended | ||||||||
| July 31, | ||||||||
| 2026 | 2025 | |||||||
| (In Thousands of Dollars) | ||||||||
| Operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Net gain on sale of property | ( | ) | ||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Stock awards granted to directors | ||||||||
| Loss on investment in tenancy-in-common | ||||||||
| Deferred rents - straight line rent | ||||||||
| Bad debt expense | ||||||||
| Accreted interest on investment in U.S. Treasury securities | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Tenants' security accounts | ( | ) | ( | ) | ||||
| Accounts receivable, prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Deferred interest on mortgage | ( | ) | ||||||
| Due to affiliate - accrued interest | ||||||||
| Deferred revenue | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Investing activities: | ||||||||
| Proceeds from sale of property | ||||||||
| Purchase of U.S. Treasury securities | ( | ) | ( | ) | ||||
| Proceeds from maturities of U.S. Treasury securities | ||||||||
| Capital improvements | ( | ) | ( | ) | ||||
| Deferred leasing costs | ( | ) | ( | ) | ||||
| Due from investment in tenancy-in-common for reimbursement of costs | ( | ) | ||||||
| Distribution from investment in tenancy-in-common | ||||||||
| Net cash provided by investing activities | ||||||||
| Financing activities: | ||||||||
| Repayment of mortgages | ( | ) | ( | ) | ||||
| Deferred financing costs | ( | ) | ( | ) | ||||
| Due to affiliate - loan proceeds | ||||||||
| Dividends paid | ( | ) | ( | ) | ||||
| Contributions from noncontrolling interests in subsidiaries - Preferred Member | ||||||||
| Distributions to noncontrolling interests in subsidiaries | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Cash, cash equivalents and restricted cash, beginning of period | ||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow data: | ||||||||
| Interest paid | $ | $ | ||||||
| Supplemental schedule of non cash activities: | ||||||||
| Investing activities: | ||||||||
| Accrued transactional costs for sale of property | $ | $ | ||||||
| Accrued capital expenditures, construction costs and pre-development costs | $ | $ | ||||||
| Financing activities: | ||||||||
| Dividends declared but not paid | $ | $ | ||||||
| The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Tenants' security accounts | ||||||||
| Mortgage escrows (included in prepaid expenses and other assets) | ||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||
See Notes to Condensed Consolidated Financial Statements.
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FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of presentation:
First Real Estate Investment Trust of New Jersey was organized on November 1, 1961 as a New Jersey business trust. On July 1, 2021, First Real Estate Investment Trust of New Jersey completed the change of its form of organization from a New Jersey real estate investment trust to a Maryland corporation, First Real Estate Investment Trust of New Jersey, Inc. (“FREIT”, “Trust”, “us”, “we”, “our” or the “Company”).
FREIT is organized and will continue to operate in such a manner as to qualify for taxation as a REIT under the Internal Revenue Code of 1986, as amended, and its stock is traded on the over-the-counter market under the trading symbol FREVS.
The accompanying interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and pursuant to the rules of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnotes required by GAAP for complete financial statements have been omitted. It is the opinion of management that all adjustments considered necessary for a fair presentation have been included, and that all such adjustments are of a normal recurring nature.
The consolidated results of operations for the nine and three-month periods ended July 31, 2026 are not necessarily indicative of the results to be expected for the full year or any other period. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in FREIT’s Annual Report on Form 10-K for the year ended October 31, 2025.
Note 2 – Recently issued accounting standards:
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires entities to disclose additional information with respect to the effective tax rate reconciliation and to disclose the disaggregation by jurisdiction of income tax expense and income taxes paid. This update is effective for annual periods beginning after December 15, 2024. The adoption of this standard will only impact disclosures and will have no material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, “Income Statement – Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” ("ASU 2025-01"). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of these standards on our consolidated financial statements.
Note 3 – Dividends and earnings per share:
On July 16, 2026, FREIT’s Board of Directors (“Board”) declared a dividend of approximately $
Basic earnings per share is calculated by dividing net income attributable to common equity (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, were issued during the period using the Treasury Stock method. Under the Treasury Stock method, the assumption is that the proceeds received upon exercise of the options, including the unrecognized stock option compensation expense attributable to future services, are used to repurchase FREIT’s stock at the average market price during the period, thereby increasing the number of shares to be added in computing diluted earnings per share.
For the nine and three months ended July 31, 2026 and 2025, basic and dilutive earnings per share are the same as there are no outstanding stock options or other dilutive securities.
Note 4 – Fair Value Measurements:
Financial assets that are measured at fair value on our condensed consolidated balance sheets consist of (i) investments in U.S. Treasury securities (classified as available for sale) and (ii) an interest rate swap contract.
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In accordance with ASC Topic 320, “Investments – Debt Securities”, FREIT is accounting for the investments in U.S. Treasury securities classified as available for sale in the amount of approximately $
In accordance with “Accounting Standards Codification Topic 815, Derivatives and Hedging ("ASC 815")”, FREIT has been accounting for the FREIT Regency, LLC (“Regency”) and Station Place on Monmouth (“Station Place”) interest rate swap contracts as cash flow hedges marking these contracts to market, taking into account present interest rates compared to the contracted fixed rate over the life of the contract and recording the unrealized gain or loss on the swaps in comprehensive income. On December 15, 2024, the Regency loan and its corresponding interest rate swap contract matured with no settlement due at maturity. (See Note 7 for further details.) For the nine and three months ended July 31, 2026, FREIT recorded an unrealized gain of approximately $
Note 5 – Investment in tenancy-in-common:
On February 28, 2020, FREIT reorganized S and A Commercial Associates Limited Partnership (“S&A”) from a partnership into a tenancy-in-common form of ownership (“TIC”). Prior to this reorganization, FREIT owned a
FREIT’s investment in TIC was approximately $
Hekemian & Co., Inc. (“Hekemian & Co.”) manages the Pierre Towers property pursuant to a management agreement between the owners of the TIC and Hekemian & Co. dated as of February 28, 2020, which renews for successive one (1) year terms unless either party gives written notice of termination to the other party at least sixty (60) days prior to the end of the then-current term. The management agreement expires on February 28, 2027.
The management agreement requires the payment of management fees equal to
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The following table summarizes the balance sheets of the Pierre Towers property as of July 31, 2026 and October 31, 2025, accounted for by the equity method:
| July 31, | October 31, | |||||||
| 2026 | 2025 | |||||||
| (In Thousands of Dollars) | ||||||||
| Real estate, net | $ | $ | ||||||
| Cash and cash equivalents | ||||||||
| Tenants' security accounts | ||||||||
| Receivables and other assets | ||||||||
| Total assets | $ | $ | ||||||
| Mortgages payable, net of unamortized debt issuance costs | $ | $ | ||||||
| Accounts payable and accrued expenses | ||||||||
| Reimbursement due to FREIT | ||||||||
| Tenants' security deposits | ||||||||
| Deferred revenue | ||||||||
| Equity | ||||||||
| Total liabilities & equity | $ | $ | ||||||
| FREIT's investment in TIC ( | $ | $ | ||||||
| Reimbursement due to FREIT | ||||||||
| FREIT's net investment in TIC | $ | $ | ||||||
The following table summarizes the statements of operations of the Pierre Towers property for the nine and three months ended July 31, 2026 and 2025, accounted for by the equity method:
| Nine Months Ended July 31, | Three Months Ended July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (In Thousands of Dollars) | (In Thousands of Dollars) | |||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Operating income | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense including amortizationof deferred financing costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| FREIT's share of loss on investment in TIC ( | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Note 6 - Management agreement, fees and transactions with related parties:
Hekemian & Co. currently manages all of the properties owned by FREIT and its affiliates. The management agreement between FREIT and Hekemian & Co. dated as of November 1, 2001 (“Management Agreement”) will expire on October 31, 2027 and is automatically renewed for successive periods of two years unless either party gives not less than six (6) months prior notice of non-renewal.
On May 13, 2026, FREIT entered into a Third Amendment, 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 and Fourth 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, including sales or dispositions of a managed property in furtherance of the Plan of Voluntary Liquidation (see Note 13 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 2.5 times one (
Page 13
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
The Management Agreement requires the payment of management fees equal to
From time to time, FREIT engages Hekemian & Co., or certain affiliates of Hekemian & Co., to provide additional services, such as consulting services related to development, property sales and financing activities of FREIT. Separate fee arrangements are negotiated between Hekemian & Co. and FREIT with respect to such additional services. Such fees incurred were approximately $
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 under the Plan of Voluntary Liquidation, the Board has approved an incentive compensation arrangement that will entitle Mr. Hekemian to a $
In addition, in recognition of the increased time commitment and effort anticipated to be required of members of the Board to oversee, implement and administer the Plan of Voluntary Liquidation, including the sale of properties pursuant to the Plan of Voluntary Liquidation, the Board approved an increase effective May 1, 2026 in the annual cash retainer fee payable to each director from $
Robert S. Hekemian, Jr., Chief Executive Officer, President and a Director of FREIT, is the Chief Executive Officer of Hekemian & Co. David B. Hekemian, a Director of FREIT, is the President of Hekemian & Co. Allan Tubin, Chief Financial Officer and Treasurer of FREIT, is the Chief Financial Officer of Hekemian & Co. Director fee expense and/or executive compensation (including stock awards – See Note 10 for additional details) incurred by FREIT for the nine months ended July 31, 2026 and 2025 was approximately $
FREIT owns a
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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 $
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 $
Note 7 – Mortgages payable and line of credit:
The following table is a summary of mortgages payable as of July 31, 2026 and October 31, 2025:
| Interest Rate at | Mortgages Payable as of | |||||||||||||||
| Mortgages Secured By: | Maturity | July 31, 2026 | July 31, 2026 | October 31, 2025 | ||||||||||||
| (In Thousands of Dollars) | ||||||||||||||||
| Steuben Arms - River Edge, NJ | $ | $ | ||||||||||||||
| Berdan Court - Wayne, NJ | ||||||||||||||||
| Westwood Hills - Westwood, NJ (A) | ||||||||||||||||
| Regency Club - Middletown, NY (B) | ||||||||||||||||
| Station Place - Red Bank, NJ | ||||||||||||||||
| Westwood Plaza - Westwood, NJ (C) | ||||||||||||||||
| Preakness S/C - Wayne, NJ (D) | ||||||||||||||||
| Total fixed rate mortgages payable | ||||||||||||||||
| Total unamortized debt issuance costs | ( | ) | ( | ) | ||||||||||||
| Total mortgages payable, net | $ | $ | ||||||||||||||
| (A) |
| (B) |
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| (C) | On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement held with Valley National Bank, to extend the term of its loan with a then outstanding balance of approximately $ |
Effective May 1, 2025, FREIT entered into a loan extension and modification agreement with Valley National Bank and paid down this loan by approximately $
| (D) |
FREIT’s revolving line of credit in the amount of $
While FREIT intends to renew or refinance its debt obligations as they become due, there can be no assurance that it will be successful or, if successful, that the new terms will be similar to the terms of its existing debt obligations or as favorable.
Remaining principal amounts (in thousands of dollars) due under the above obligations in each of the next five years ending October 31, are as follows:
| Year Ending October 31, | Amount | |||
| 2026 | $ | (a) | ||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| (a) |
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Fair value of long-term debt:
The following table shows the estimated fair value and net carrying value of FREIT’s long-term debt at July 31, 2026 and October 31, 2025:
| ($ in Millions) | July 31, 2026 | October 31, 2025 | ||
| Fair Value | $ | $ | ||
| Carrying Value, Net | $ | $ |
Fair values are estimated based on market interest rates at July 31, 2026 and October 31, 2025 and on a discounted cash flow analysis. Changes in assumptions or estimation methods may significantly affect these fair value estimates. The fair value is based on observable inputs (level 2 in the fair value hierarchy as provided by authoritative guidance).
Note 8 - Segment information:
ASC 280-10, "Disclosures about Segments of an Enterprise and Related Information", establishes standards for reporting financial information about operating segments in interim and annual financial reports and provides for a "management approach" in identifying the reportable segments. FREIT has determined that it has 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 is comprised of four (4) properties, excluding the Franklin Crossing shopping center sold on July 8, 2026 (see Note 12 for further details). The residential segment is comprised of six (6) 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, 2025. The chief operating and decision-making group responsible for oversight and strategic decisions of FREIT's commercial segment, residential segment and corporate/other is comprised of FREIT’s Board.
FREIT, through its chief operating and decision-making group, assesses and measures segment operating results based on net operating income ("NOI"). NOI, a standard used by real estate professionals, is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes: deferred rents (straight lining), depreciation, financing costs and other items. NOI is not a measure of operating results or cash flows from operating activities as measured by GAAP, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.
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Real estate rental revenue, operating expenses, NOI and recurring capital improvements for the reportable segments are summarized below and reconciled to condensed consolidated net income attributable to common equity for the nine and three months ended July 31, 2026 and 2025.
| Nine Months Ended | Three Months Ended | |||||||||||||||
| July 31, | July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (In Thousands of Dollars) | (In Thousands of Dollars) | |||||||||||||||
| Real estate rental revenue: | ||||||||||||||||
| Commercial | $ | $ | $ | $ | ||||||||||||
| Residential | ||||||||||||||||
| Total real estate rental revenue | ||||||||||||||||
| Real estate operating expenses: | ||||||||||||||||
| Commercial | ||||||||||||||||
| Residential | ||||||||||||||||
| Total real estate operating expenses | ||||||||||||||||
| Net operating income: | ||||||||||||||||
| Commercial | ||||||||||||||||
| Residential | ||||||||||||||||
| Total net operating income | $ | $ | $ | $ | ||||||||||||
| Recurring capital improvements - residential | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Reconciliation to condensed consolidated net income attributable to common equity: | ||||||||||||||||
| Segment NOI | $ | $ | $ | $ | ||||||||||||
| Deferred rents - straight lining | ( | ) | ( | ) | ( | ) | ||||||||||
| Investment income | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on investment in tenancy-in-common | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net gain on sale of property | ||||||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Financing costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income | ||||||||||||||||
| Net loss attributable to noncontrolling interests in subsidiaries | ||||||||||||||||
| Net income attributable to common equity | $ | $ | $ | $ | ||||||||||||
Note 9 – Income taxes:
FREIT has elected to be treated as a REIT for federal income tax purposes and as such intends to distribute at least
As of July 31, 2026, FREIT had material uncertain income tax positions. The tax years subsequent to and including the fiscal year ended October 31, 2023 remain open to examination by the major taxing jurisdictions.
Note 10 – Equity Incentive Plan:
On February 20, 2025, in accordance with FREIT’s Equity Incentive Plan (the “Plan”), the Compensation Committee of FREIT’s Board recommended to the Board and the Board approved that for services rendered and to be rendered in Fiscal 2025, in lieu of cash compensation in the amount of $
On March 12, 2026, in accordance with the Plan, the Compensation Committee of FREIT’s Board recommended to the Board and the Board approved that for services rendered and to be rendered in Fiscal 2026, in lieu of cash compensation in the amount of $
As of July 31, 2026,
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Note 11 – Rental Income:
Commercial tenants:
Fixed lease income under our commercial operating leases generally includes fixed minimum lease consideration, which is accrued on a straight-line basis over the terms of the leases. Variable lease income includes consideration based on sales, as well as reimbursements for real estate taxes, maintenance, insurance and certain other operating expenses of the properties.
Minimum fixed lease consideration (in thousands of dollars) under non-cancelable tenant operating leases for each of the next
| Year Ending October 31, | Amount | |||
| 2026* | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | | |||
| 2030 | | |||
| Thereafter | | |||
| Total | $ | |||
*
The above amounts assume that all leases that expire are not renewed and, accordingly, neither month-to-month nor rentals from replacement tenants are included.
Minimum future rentals do not include contingent rentals, which may be received under certain leases on the basis of percentage of reported tenants' sales volume. Rental income that is contingent on future events is not included in income until the contingency is resolved. Contingent rentals included in income for the nine and three months ended July 31, 2026 and 2025 were not material.
Residential tenants:
Lease terms for residential tenants are generally for to
Note 12 – Property disposition:
On April 8, 2026, FREIT (the “Seller”) entered into a Purchase and Sale Agreement (the “Franklin Crossing Agreement”) with an affiliate of Regency Centers Corporation (the “Purchaser”), pursuant to which the Seller would sell to the Purchaser
On July 8, 2026, the sale of Franklin Crossing, which had a net book value of approximately $
Note 13 – Adoption 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. The Company will seek stockholder approval for the Plan at a special meeting scheduled to be held on September 29, 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, the assets, without further stockholder 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.
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.
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Note 14 –Purchase and Sale Agreement:
On May 26, 2026, FREIT (the “Seller”) entered into a Purchase and Sale Agreement (the “Westwood Plaza Agreement”) with an affiliate of Regency Centers Corporation (the “Purchaser”), pursuant to which the Seller will sell to the Purchaser
Upon signing the Westwood Plaza Agreement, the Purchaser delivered into escrow held by the title company a deposit in the amount of $
The Westwood Plaza Agreement contains customary representations, warranties and indemnity provisions. The parties’ respective obligations under the Westwood Plaza Agreement are subject to certain customary conditions and termination rights, including the right of either the Seller or the Purchaser to terminate the Westwood Plaza Agreement if the closing has not occurred on or before August 15, 2027. There is no financing contingency under the Westwood Plaza Agreement.
The Board unanimously approved the Westwood Plaza Agreement and the transaction contemplated thereby.
Note 15 – Stockholder Rights Agreement:
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. The First Amendment to the Stockholder Rights Agreement extends the term and the final expiration date of the Stockholder Rights Agreement from July 31, 2026 to July 31, 2029.
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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement Identifying Important Factors That Could Cause First Real Estate Investment Trust of New Jersey, Inc.’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 and are based on estimates, projections, beliefs, data, methods and assumptions of management of FREIT at the time of such statements regarding future results of operations, economic performance, financial condition and achievements of FREIT, and do not relate strictly to historical or current facts. These forward-looking statements are identified through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning. Forward-looking statements involve risks and uncertainties in predicting future results and conditions.
Although FREIT believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties. 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 in our subsequent filings with the SEC, may cause our actual results to differ materially from those projected. Such factors include, but are not limited to, the following: general economic and business conditions, including the purchase of retail products over the Internet, which will, among other things, affect demand for rental space, the availability of prospective tenants, lease rents, the financial condition of tenants and the default rate on leases, operating and administrative expenses and the availability of financing; 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 transaction involving the Westwood Plaza shopping center. 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. 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.
OVERVIEW
FREIT is an equity real estate investment trust (“REIT”) that is self-administered and externally managed. FREIT owns a portfolio of residential apartment and commercial properties. FREIT’s revenues consist primarily of rental income and other related revenues from its residential and commercial properties. FREIT’s properties are primarily located in northern New Jersey and New York.
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.
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 has continued to support FREIT’s income; however, the potential impact of elevated interest rates, inflation, energy prices and broader economic conditions on portfolio performance over the next year remains uncertain.
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Commercial Properties: Vacancy rates at the Westwood Plaza and Preakness shopping centers remain elevated. Higher vacancy levels and continued uncertainty in economic conditions could adversely affect rental income and property performance. In addition, elevated interest rates, inflation and other economic conditions could adversely affect the financial condition 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 Sale: On April 8, 2026, FREIT (the “Seller”) entered into a Purchase and Sale Agreement (the “Franklin Crossing Agreement”) with an affiliate of Regency Centers Corporation (the “Purchaser”), pursuant to which the Seller would sell to the Purchaser 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.
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.)
Westwood Plaza Purchase and Sale Agreement: On May 26, 2026, FREIT (the “Seller”) entered into a Purchase and Sale Agreement (the “Westwood Plaza Agreement”) with an affiliate of Regency Centers Corporation (the “Purchaser”), pursuant to which the Seller will sell to the Purchaser 100% of Seller’s ownership interests in the Westwood Plaza shopping center located at 700 Broadway in Westwood, New Jersey (“Westwood Plaza”) in exchange for the purchase price of $28,800,000, subject to the terms and conditions of the Westwood Plaza Agreement.
Upon signing the Westwood Plaza Agreement, the Purchaser delivered into escrow held by the title company a deposit in the amount of $1,200,000 (the “Initial Westwood Plaza Deposit”), which is refundable during a 120-day due diligence period immediately following the signing. After the expiration of this period on September 23, 2026, the Initial Westwood Plaza Deposit becomes non-refundable except in connection with certain rights to terminate the Westwood Plaza Agreement. If the Purchaser elects to proceed with the transaction after the expiration of the initial 120-day due diligence period, the Purchaser is obligated to deposit into escrow an additional amount of $1,000,000, which is non-refundable except in connection with certain rights to terminate the Westwood Plaza Agreement. Upon expiration of the initial 120-day due diligence period, the Purchaser has the option of entering into a second due diligence period for up to an additional nine months. The Purchaser is obligated to pay to the Seller $50,000 for each month that it elects to engage in due diligence during the second due diligence period. Payments made by the Purchaser to extend the due diligence period are non-refundable except in the event of a breach by Seller and are not applied to the purchase price at closing.
The Westwood Plaza Agreement contains customary representations, warranties and indemnity provisions. The parties’ respective obligations under the Westwood Plaza Agreement are subject to certain customary conditions and termination rights, including the right of either the Seller or the Purchaser to terminate the Westwood Plaza Agreement if the closing has not occurred on or before August 15, 2027. There is no financing contingency under the Westwood Plaza Agreement.
FREIT’s Board of Directors (“Board”) unanimously approved the Westwood Plaza Agreement and the transaction contemplated thereby. (See Note 14 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. The Company will seek stockholder approval for the Plan at a special meeting scheduled to be held on September 29, 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, the assets, without further stockholder 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.
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.)
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Third and Fourth Amendments to Management Agreement: On May 13, 2026, FREIT entered into a Third Amendment, 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 and Fourth 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, including sales or dispositions of a managed property in furtherance of the Plan of Voluntary 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 2.5 times 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 termination fee and sale of property 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 indirect percentage ownership of the applicable property, Hekemian & Co. shall cause the other owner(s) of the applicable property to pay the remaining portion of such fee and FREIT shall have no responsibility for the remaining 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 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.
In addition, in recognition of the increased time commitment and effort anticipated to be required of members of the Board to oversee, implement and administer the Plan of Voluntary Liquidation, including the sale of properties pursuant to the Plan of Voluntary Liquidation, the Board approved an increase effective May 1, 2026 in the annual cash retainer fee payable to each director from $60,000 to $120,000.
(See Note 6 to FREIT’s condensed consolidated financial statements for additional information.)
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. The First Amendment to the Stockholder Rights Agreement extends the term and final expiration date of the Stockholder Rights Agreement from July 31, 2026 to July 31, 2029. (See Note 15 to FREIT’s 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
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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.)
Debt Financing Availability: Financing has been available to FREIT and its affiliates. Certain recent refinancings and loan modifications/extensions have been at higher interest rates and for shorter terms. In accordance with certain loan agreements, FREIT may be required to meet or maintain certain financial covenants throughout the term of the loan.
On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement held with Valley National Bank, to extend the term of its loan secured by the Westwood Plaza shopping center located in Westwood, New Jersey, with a then outstanding balance of approximately $16.6 million, for one additional year from an initial maturity date of February 1, 2024 to a new maturity date of February 1, 2025. This loan extension was based on a fixed interest rate of 8.5% and was payable based on monthly installments of principal and interest of approximately $166,727. Additionally, FREIT funded the interest reserve escrow account for this loan (“Escrow”) with an additional $112,556, increasing the Escrow balance to $2,000,722, which represented the annualized principal and interest payments for one (1) year under this loan extension. Effective February 1, 2025, Valley National Bank extended this loan for 90 days from a maturity date of February 1, 2025 to a maturity date of May 1, 2025 under the same terms and conditions of the existing loan agreement.
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. Valley National Bank has issued several extensions of the loan’s maturity date, with the most recent extension through November 1, 2026, based on the same terms and conditions of the existing loan agreement. (See Note 7 to FREIT’s condensed consolidated financial statements for further 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 7 to FREIT’s condensed consolidated financial 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.)
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 was replaced with a $20 million line of credit, provided by Provident Bank, and secured by a mortgage on FREIT’s Boulders apartment
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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.)
Operating Cash Flow: FREIT expects that cash provided by operating activities and cash reserves will be adequate to cover mandatory debt service payments (including payments of interest, but excluding balloon payments, which are expected to be refinanced and/or extended), real estate taxes, recurring capital improvements at its properties and other needs to maintain its status as a REIT for at least a period of one year from the date of filing of this quarterly report on Form 10-Q.
SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
Pursuant to the SEC disclosure guidance for "Critical Accounting Policies," the SEC defines Critical Accounting Policies as those that require the application of management's most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, the preparation of which takes into account estimates based on judgments and assumptions that affect certain amounts and disclosures. Accordingly, actual results could differ from these estimates. The accounting policies and estimates used, which are outlined in Note 1 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, have been applied consistently as of July 31, 2026, and for the nine and three months ended July 31, 2026 and 2025. We believe that the following accounting policies or estimates require the application of management's most difficult, subjective, or complex judgments.
Revenue Recognition: Base rents, additional rents based on tenants' sales volume and reimbursement of the tenants' share of certain operating expenses are generally recognized when earned from tenants. The straight-line basis is used to recognize base rents under leases if they provide for varying rents over the lease terms. Straight-line rents receivable represent unbilled rents receivable to the extent straight-line rents exceed current rents billed in accordance with lease agreements. Before FREIT can recognize revenue, it is required to assess, among other things, its collectability.
Valuation of Long-Lived Assets: FREIT assesses the carrying value of long-lived assets periodically, or whenever events or changes in circumstances indicate that the carrying amounts of certain assets may not be recoverable. When FREIT determines that the carrying value of long-lived assets may be impaired, the measurement of any impairment is based on a projected discounted cash flow method determined by FREIT's management. While we believe that our discounted cash flow methods are reasonable, different assumptions regarding such cash flows may significantly affect the measurement of impairment.
Real Estate Development Costs: It is FREIT’s policy to capitalize pre-development costs, which generally include legal and professional fees and other directly related third-party costs. Real estate taxes and interest costs incurred during the development and construction phases are also capitalized. FREIT ceases capitalization of these costs when the project or portion thereof becomes operational, or when construction has been postponed. In the event of postponement, capitalization of these costs will recommence once construction on the project resumes.
See Note 2 to FREIT’s condensed consolidated financial statements for recently issued accounting standards.
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RESULTS OF OPERATIONS
Real estate revenue for the nine months ended July 31, 2026 (“Current Nine Months”) increased 4.2% to $22,675,000 compared to $21,771,000 for the nine months ended July 31, 2025 (“Prior Year’s Nine Months”). Real estate revenue for the three months ended July 31, 2026 (“Current Quarter”) increased 4.0% to $7,537,000 compared to $7,244,000 for the three months ended July 31, 2025 (“Prior Year’s Quarter”).
The increase in revenue of approximately $900,000 for the Current Nine Months was primarily driven by an approximately $530,000 increase in residential revenue from higher base rents, despite a modest decline in average occupancy from 96.9% in the Prior Year’s Nine Months to 95.8% in the Current Nine Months, and an approximately $380,000 increase in commercial revenue. Commercial revenue growth was primarily attributable to 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 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.
Net income-common equity for the Current Nine Months and Current Quarter was $21,720,000 ($2.90 per share basic and diluted) and $20,161,000 ($2.69 per share basic and diluted) compared to $2,387,000 ($0.32 per share basic and diluted) and $879,000 ($0.12 per share basic and diluted), for the Prior Year’s 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:
| Nine Months Ended | Three Months Ended | |||||||||||||||||||||||
| July 31, | July 31, | |||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||
| (In Thousands of Dollars) | (In Thousands of Dollars) | |||||||||||||||||||||||
| Income from real estate operations: | ||||||||||||||||||||||||
| Commercial properties | $ | 1,803 | $ | 1,579 | $ | 224 | $ | 599 | $ | 505 | $ | 94 | ||||||||||||
| Residential properties | 9,715 | 9,389 | 326 | 3,292 | 3,137 | 155 | ||||||||||||||||||
| Total income from real estate operations | 11,518 | 10,968 | 550 | 3,891 | 3,642 | 249 | ||||||||||||||||||
| Financing costs: | ||||||||||||||||||||||||
| Fixed rate mortgages | (5,061 | ) | (5,168 | ) | 107 | (1,705 | ) | (1,679 | ) | (26 | ) | |||||||||||||
| Other | (6 | ) | — | (6 | ) | (6 | ) | — | (6 | ) | ||||||||||||||
| Mortgage cost amortization | (567 | ) | (364 | ) | (203 | ) | (262 | ) | (129 | ) | (133 | ) | ||||||||||||
| Total financing costs | (5,634 | ) | (5,532 | ) | (102 | ) | (1,973 | ) | (1,808 | ) | (165 | ) | ||||||||||||
| Investment income | 846 | 1,053 | (207 | ) | 297 | 303 | (6 | ) | ||||||||||||||||
| General & administrative expenses: | ||||||||||||||||||||||||
| Accounting fees | (309 | ) | (324 | ) | 15 | (103 | ) | (104 | ) | 1 | ||||||||||||||
| Legal and professional fees | (1,026 | ) | (343 | ) | (683 | ) | (652 | ) | (37 | ) | (615 | ) | ||||||||||||
| Directors fees | (1,135 | ) | (1,029 | ) | (106 | ) | (402 | ) | (296 | ) | (106 | ) | ||||||||||||
| Corporate expenses | (671 | ) | (564 | ) | (107 | ) | (219 | ) | (187 | ) | (32 | ) | ||||||||||||
| Total general & administrative expenses | (3,141 | ) | (2,260 | ) | (881 | ) | (1,376 | ) | (624 | ) | (752 | ) | ||||||||||||
| Depreciation | (2,126 | ) | (2,195 | ) | 69 | (681 | ) | (738 | ) | 57 | ||||||||||||||
| Loss on investment in tenancy-in-common | (106 | ) | (13 | ) | (93 | ) | (37 | ) | (36 | ) | (1 | ) | ||||||||||||
| Adjusted net income | 1,357 | 2,021 | (664 | ) | 121 | 739 | (618 | ) | ||||||||||||||||
| Net gain on sale of property | 19,825 | — | 19,825 | 19,825 | — | 19,825 | ||||||||||||||||||
| Net income | 21,182 | 2,021 | 19,161 | 19,946 | 739 | 19,207 | ||||||||||||||||||
| Net loss attributable to noncontrolling interests in subsidiaries | 538 | 366 | 172 | 215 | 140 | 75 | ||||||||||||||||||
| Net income attributable to common equity | $ | 21,720 | $ | 2,387 | $ | 19,333 | $ | 20,161 | $ | 879 | $ | 19,282 | ||||||||||||
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-
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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 decrease in adjusted net income of approximately $660,000 for the Current Nine Months was primarily driven by higher operating and other expenses and lower investment income, partially offset by higher revenue of approximately $900,000 (FREIT’s share $780,000). Expenses increased primarily due to an approximately $880,000 rise in general and administrative expenses (“G&A”) related to legal and professional costs associated with the sales of certain properties and the development of a plan of liquidation, an approximately $310,000 increase in snow removal costs (FREIT’s share $240,000) resulting from a harsher winter, and an approximately $150,000 increase in utility costs (FREIT’s share $90,000) due to rising energy prices. Investment income declined by approximately $210,000 (FREIT’s share $180,000), primarily due to lower average cash balances.
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.
(Refer to the segment disclosure below for a more detailed discussion of the financial performance of FREIT’s commercial and residential segments.)
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SEGMENT INFORMATION
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 Nine Months and Current Quarter as compared to the Prior Year’s comparable periods (see below for definition of NOI):
| Commercial | Residential | Combined | ||||||||||||||||||||||||||||||||||||||
| Nine Months Ended | Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||||||
| July 31, | Increase (Decrease) | July 31, | Increase (Decrease) | July 31, | ||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | 2026 | 2025 | |||||||||||||||||||||||||||||||
| (In Thousands) | (In Thousands) | (In Thousands) | ||||||||||||||||||||||||||||||||||||||
| Rental income | $ | 4,345 | $ | 4,179 | $ | 166 | 4.0% | $ | 16,473 | $ | 15,989 | $ | 484 | 3.0% | $ | 20,818 | $ | 20,168 | ||||||||||||||||||||||
| Reimbursements | 1,532 | 1,378 | 154 | 11.2% | 3 | 5 | (2 | ) | -40.0% | 1,535 | 1,383 | |||||||||||||||||||||||||||||
| Other | 7 | 28 | (21 | ) | -75.0% | 321 | 275 | 46 | 16.7% | 328 | 303 | |||||||||||||||||||||||||||||
| Total revenue | 5,884 | 5,585 | 299 | 5.4% | 16,797 | 16,269 | 528 | 3.2% | 22,681 | 21,854 | ||||||||||||||||||||||||||||||
| Operating expenses | 4,075 | 3,923 | 152 | 3.9% | 7,082 | 6,880 | 202 | 2.9% | 11,157 | 10,803 | ||||||||||||||||||||||||||||||
| Net operating income | $ | 1,809 | $ | 1,662 | $ | 147 | 8.8% | $ | 9,715 | $ | 9,389 | $ | 326 | 3.5% | 11,524 | 11,051 | ||||||||||||||||||||||||
| Net gain on sale of property | $ | 19,825 | $ | — | $ | 19,825 | 100.0% | $ | — | $ | — | $ | — | 0.0% | 19,825 | — | ||||||||||||||||||||||||
| Average Occupancy % | 39.6% | * | 39.5% | * | 0.1% | 95.8% | 96.9% | -1.1% | ||||||||||||||||||||||||||||||||
| Reconciliation to condensed consolidated net income-common equity: | |||||||||
| Deferred rents - straight lining | (6 | ) | (83 | ) | |||||
| Investment income | 846 | 1,053 | |||||||
| General and administrative expenses | (3,141 | ) | (2,260 | ) | |||||
| Loss on investment in tenancy-in-common | (106 | ) | (13 | ) | |||||
| Depreciation | (2,126 | ) | (2,195 | ) | |||||
| Financing costs | (5,634 | ) | (5,532 | ) | |||||
| Net income | 21,182 | 2,021 | |||||||
| Net loss attributable to noncontrolling interests in subsidiaries | 538 | 366 | |||||||
| Net income attributable to common equity | $ | 21,720 | $ | 2,387 | |||||
| Commercial | Residential | Combined | ||||||||||||||||||||||||||||||||||||||
| Three Months Ended | Three Months Ended | Three Months Ended | ||||||||||||||||||||||||||||||||||||||
| July 31, | Increase (Decrease) | July 31, | Increase (Decrease) | July 31, | ||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | 2026 | 2025 | |||||||||||||||||||||||||||||||
| (In Thousands) | (In Thousands) | (In Thousands) | ||||||||||||||||||||||||||||||||||||||
| Rental income | $ | 1,432 | $ | 1,406 | $ | 26 | 1.8% | $ | 5,545 | $ | 5,379 | $ | 166 | 3.1% | $ | 6,977 | $ | 6,785 | ||||||||||||||||||||||
| Reimbursements | 410 | 398 | 12 | 3.0% | 5 | (1 | ) | 6 | -600.0% | 415 | 397 | |||||||||||||||||||||||||||||
| Other | — | 1 | (1 | ) | -100.0% | 141 | 88 | 53 | 60.2% | 141 | 89 | |||||||||||||||||||||||||||||
| Total revenue | 1,842 | 1,805 | 37 | 2.0% | 5,691 | 5,466 | 225 | 4.1% | 7,533 | 7,271 | ||||||||||||||||||||||||||||||
| Operating expenses | 1,247 | 1,273 | (26 | ) | -2.0% | 2,399 | 2,329 | 70 | 3.0% | 3,646 | 3,602 | |||||||||||||||||||||||||||||
| Net operating income | $ | 595 | $ | 532 | $ | 63 | 11.8% | $ | 3,292 | $ | 3,137 | $ | 155 | 4.9% | 3,887 | 3,669 | ||||||||||||||||||||||||
| Net gain on sale of property | $ | 19,825 | $ | — | $ | 19,825 | 100.0% | $ | — | $ | — | $ | — | 0.0% | 19,825 | — | ||||||||||||||||||||||||
| Average Occupancy % | 41.7% | * | 39.2% | * | 2.5% | 96.3% | 96.9% | -0.6% | ||||||||||||||||||||||||||||||||
| Reconciliation to condensed consolidated net income-common equity: | |||||||||
| Deferred rents - straight lining | 4 | (27 | ) | ||||||
| Investment income | 297 | 303 | |||||||
| General and administrative expenses | (1,376 | ) | (624 | ) | |||||
| Loss on investment in tenancy-in-common | (37 | ) | (36 | ) | |||||
| Depreciation | (681 | ) | (738 | ) | |||||
| Financing costs | (1,973 | ) | (1,808 | ) | |||||
| Net income | 19,946 | 739 | |||||||
| Net loss attributable to noncontrolling interests in subsidiaries | 215 | 140 | |||||||
| Net income attributable to common equity | $ | 20,161 | $ | 879 | |||||
| * | Average occupancy rate excludes the Franklin Crossing shopping center from all periods presented as the property was sold in the Current Quarter. See Note 12 to FREIT’s condensed consolidated financial statements for further details. |
NOI is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes deferred rents (straight lining), depreciation, financing costs and other items. FREIT assesses and measures segment operating results based on NOI.
Same Property NOI: FREIT considers same property net operating income (“Same Property NOI”) to be a useful supplemental non-GAAP measure of its operating performance. FREIT defines same property within both the commercial and residential segments to be those properties that FREIT has owned and operated for both the current and prior periods presented, excluding those properties that FREIT acquired, sold or redeveloped during those periods. Any newly acquired property that has been in operation for less than a year, any property that is undergoing a major redevelopment but may still be in operation at less than full capacity, and/or any property that has been sold is not considered same property.
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NOI and Same Property NOI are non-GAAP financial measures and are not measures of operating results or cash flow as measured by GAAP, and are not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.
COMMERCIAL SEGMENT
The commercial segment contains four (4) separate properties, excluding 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 Nine Months and Current Quarter increased by 5.4% and 2.0%, respectively, and NOI increased by 8.8% and 11.8%, respectively, as compared to the Prior Year’s comparable periods. Average occupancy for all commercial properties for the Current Nine Months and Current Quarter increased by 0.1% and 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 NOI for the Current Nine Months was primarily driven by the following: (a) an increase in revenue of approximately $300,000; offset by (b) an increase in total operating expenses of approximately $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.
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 Nine Months (excluding any leases executed for the Franklin Crossing shopping center which was sold in the Current Quarter):
| RETAIL: | Number of Leases | Lease Area (Sq. Ft.) | Weighted Average Lease Rate (per Sq. Ft.) | Weighted Average Prior Lease Rate (per Sq. Ft.) | % Increase (Decrease) | Tenant Improvement Allowance (per Sq. Ft.) (a) | Lease Commissions (per Sq. Ft.) (a) | |||||||||||||||||||||
| Comparable leases (b) | 3 | 8,551 | $ | 18.88 | $ | 19.43 | -2.8% | $ | — | $ | 0.25 | |||||||||||||||||
| Non-comparable leases | 1 | 8,000 | $ | 18.90 | N/A | N/A | $ | — | $ | 0.95 | ||||||||||||||||||
| Total leasing activity | 4 | 16,551 | ||||||||||||||||||||||||||
(a) These leasing costs are presented as annualized costs per square foot and are allocated uniformly over the lease term.
(b) This includes new tenant leases and/or modifications/extensions/renewals of existing tenant leases.
RESIDENTIAL SEGMENT
FREIT currently operates 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 5 to FREIT’s condensed consolidated financial statements).
As indicated in the tables above under the caption Segment Information, total revenue from FREIT’s residential segment for the Current Nine Months and Current Quarter increased by 3.2% and 4.1%, respectively, and NOI increased by 3.5% and 4.9%, respectively, compared to the Prior Year’s comparable periods. Average occupancy for all residential properties for the Current Nine Months and Current Quarter decreased by 1.1% and 0.6%, respectively, compared to the Prior Year’s comparable periods.
The increase in revenue for the Current Nine Months was primarily attributable to higher base rents, despite a modest decline in average occupancy from 96.9% in the Prior Year’s Nine Months to 95.8% in the Current Nine Months. The increase in NOI for the Current Nine Months was primarily attributable to the following: (a) an increase in revenue of approximately $530,000; offset by
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(b) an increase in snow removal costs of approximately $120,000 due to a harsher winter; and (c) an increase in utility costs of approximately $90,000 due to rising energy 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.
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 paragraphs 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 the Current Quarter and the Prior Year’s Quarter were $2,461 and $2,392, 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 $234,000 and $224,000, respectively.
Capital expenditures: FREIT tends to spend more in any given year on maintenance and capital improvements at its residential properties which were constructed more than 25 years ago (Steuben Arms, Berdan Court and Westwood Hills properties) than on its newer properties (Boulders, Regency and Station Place properties). Funds for these capital projects are available from cash flow from the property's operations and cash reserves.
INTEREST EXPENSE INCLUDING AMORTIZATION OF DEFERRED FINANCING COSTS (“NET FINANCING COSTS”)
| Nine Months Ended July 31, | Three Months Ended July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (In Thousands of Dollars) | (In Thousands of Dollars) | |||||||||||||||
| Fixed rate mortgages (a): | ||||||||||||||||
| 1st Mortgages | ||||||||||||||||
| Existing | $ | 5,061 | $ | 5,168 | $ | 1,705 | $ | 1,679 | ||||||||
| New | — | — | — | — | ||||||||||||
| Other | 6 | — | 6 | — | ||||||||||||
| Total gross financing costs | 5,067 | 5,168 | 1,711 | 1,679 | ||||||||||||
| Amortization of deferred financing costs | 567 | 364 | 262 | 129 | ||||||||||||
| Total net financing costs | $ | 5,634 | $ | 5,532 | $ | 1,973 | $ | 1,808 | ||||||||
(a) Includes the effect of an interest rate swap contract which effectively converts the floating interest rate to a fixed interest rate over the term of the loan.
Total net financing costs for the Current Nine Months increased by approximately $100,000 or 1.8%, as compared to the Prior Year’s Nine Months which was primarily attributable to the following: (a) an increase of approximately $360,000 resulting from the loan modification and extensions of the loan on the Preakness shopping center in the Current Nine 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 increased by approximately $170,000 or 9.1%, compared to the Prior Year’s Quarter which was primarily attributable to the modification and extensions of the loan on the Preakness shopping center.
INVESTMENT INCOME
Investment income for the Current Nine Months and Current Quarter was approximately $846,000 and $297,000, respectively, as compared to $1,053,000 and $303,000, respectively, for the Prior Year’s comparable periods. 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 of approximately $210,000 for the Current Nine Months was primarily due to a decline in the average balance of cash and cash equivalents (including US Treasury securities available for sale).
GENERAL AND ADMINISTRATIVE EXPENSES (“G&A”)
G&A for the Current Nine Months and Current Quarter was approximately $3,141,000 and $1,376,000, respectively, as compared to $2,260,000 and $624,000, respectively, for the Prior Year’s comparable periods. The primary components of G&A are legal and professional fees, directors’ fees, corporate expenses and accounting/auditing fees. The increase in G&A of approximately $881,000 and $752,000 for the Current Nine Months and Current Quarter, respectively, were primarily attributed to legal and professional expenses related to the sales of certain properties and the development of a plan of liquidation.
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DEPRECIATION
Depreciation expense for the Current Nine Months and Current Quarter was approximately $2,126,000 and $681,000, respectively, as compared to $2,195,000 and $738,000, respectively, for the Prior Year’s comparable periods.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was approximately $3,362,000 for the Current Nine Months compared to approximately $3,928,000 for the Prior Year’s Nine Months. FREIT expects that cash provided by operating activities and cash reserves will be adequate to cover mandatory debt service payments (including payments of interest, but excluding balloon payments, which are expected to be refinanced and/or extended), real estate taxes, dividends, recurring capital improvements at its properties and other needs to maintain its status as a REIT for at least a period of one year from the date of filing of this quarterly report on Form 10-Q.
As of July 31, 2026, FREIT had cash, cash equivalents and restricted cash totaling approximately $20,347,000, as compared to approximately $21,528,000 at October 31, 2025. The decrease in cash, cash equivalents and restricted cash in the Current Nine Months of approximately $1,181,000 was primarily attributable to net cash used in financing activities of approximately $6,217,000 offset by net cash provided by operating activities of approximately $3,362,000 and net cash provided by investing activities of approximately $1,674,000.
The decrease in cash, cash equivalents and restricted cash was primarily attributed to the following: (a) the purchase of investments in U.S. Treasury securities of approximately $62,065,000; (b) repayment of mortgages of approximately $6,460,000; (c) deferred financing costs of approximately $647,000 resulting from the modification and extensions of the loan on the Preakness shopping center; (d) distributions to noncontrolling interests in subsidiaries of approximately $555,000; and (e) capital improvements of approximately $451,000; offset by (f) proceeds received from maturities of U.S. Treasury securities of approximately $38,803,000; (g) proceeds from the sale of the Franklin Crossing shopping center of approximately $25,717,000 (see Note 12 to FREIT’s condensed consolidated financial statements for additional details); (h) contributions from the noncontrolling interest Preferred Members in Wayne PSC, LLC in the amount of $3,000,000 (see Note 6 to FREIT’s condensed consolidated financial statements for additional details); (i) cash provided by operating activities net of dividends paid of approximately $1,120,000; and (j) proceeds received from an affiliate of Wayne PSC, LLC of approximately $687,000 (see Note 6 to FREIT’s condensed consolidated financial statements for additional details).
Credit Line: 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 was replaced with a $20 million line of credit, provided by Provident Bank, 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.)
Dividend: On July 16, 2026, FREIT’s Board declared a dividend of approximately $748,000 ($0.10 per share on the common stock of FREIT) for the third quarter of Fiscal 2026, which will be paid on September 14, 2026 to stockholders of record at the close of business on August 31, 2026. FREIT’s Board will continue to evaluate the dividend on a quarterly basis and there can be no assurance that dividends will be declared for any future period. In addition, the amount of the dividend declared on July 16, 2026 is not necessarily indicative of the amount of any dividends that may be declared in the future.
As of July 31, 2026, FREIT’s aggregate outstanding mortgage debt was $114.8 million, which bears a weighted average interest rate of 5.68% and an average life of approximately 1.7 years. FREIT’s mortgages are subject to amortization schedules that are longer than the terms of the mortgages. As such, balloon payments (unpaid principal amounts at the mortgage due date) for all mortgage debt will be required as follows:
| Fiscal Year | 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | |
| ($ in millions) | |||||||
| Mortgage "Balloon" Payments | $24.5 (A) | $17.9 | $23.8 | $26.0 | $0.0 | $18.3 |
| (A) | This includes the loan on the Westwood Hills property located in Westwood, New Jersey in the amount of approximately $24.5 million which had a maturity date of September 1, 2026. On August 31, 2026, Westwood Hills, LLC refinanced its mortgage 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 $162,000 are required each month until September 1, 2031 at which time the unpaid balance is due. (See Note 7 to FREIT's condensed consolidated financial statements for additional details.) |
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The following table shows the estimated fair value and net carrying value of FREIT’s long-term debt at July 31, 2026 and October 31, 2025:
| ($ in Millions) | July 31, 2026 | October 31, 2025 | ||
| Fair Value | $111.2 | $118.4 | ||
| Carrying Value, Net | $114.2 | $120.8 |
Fair values are estimated based on market interest rates at July 31, 2026 and October 31, 2025 and on a discounted cash flow analysis. Changes in assumptions or estimation methods may significantly affect these fair value estimates. The fair value is based on observable inputs (level 2 in the fair value hierarchy as provided by authoritative guidance).
FREIT expects to refinance the individual mortgages with new mortgages or exercise extension options when their terms expire. To this extent, FREIT has exposure to interest rate risk. If interest rates, at the time any individual mortgage note is due, are higher than the current fixed interest rate, higher debt service may be required, and/or refinancing proceeds may be less than the amount of mortgage debt being retired. For example, at July 31, 2026, a 1% interest rate increase would reduce the fair value of FREIT’s debt by $1.9 million, and a 1% decrease would increase the fair value by $2 million.
On October 31, 2023, FREIT exercised its right, pursuant to the loan agreement held with Valley National Bank, to extend the term of its loan with a then outstanding balance of approximately $16.6 million and 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. This loan extension was based on a fixed interest rate of 8.5% and was payable based on monthly installments of principal and interest of approximately $166,727. Additionally, FREIT funded the interest reserve escrow account for this loan (“Escrow”) with an additional $112,556, increasing the Escrow balance to $2,000,722, which represented the annualized principal and interest payments for one (1) year under this loan extension. Effective February 1, 2025, Valley National Bank extended this loan for 90 days from a maturity date of February 1, 2025 to a maturity date of May 1, 2025 under the same terms and conditions of the existing loan agreement.
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. Valley National Bank has issued several extensions of the loan’s maturity date, with the most recent extension through November 1, 2026, based on the same terms and conditions of the existing loan agreement. (See Note 7 to FREIT’s condensed consolidated financial statements for further 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 7 to FREIT’s condensed consolidated financial 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.)
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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.)
Interest rate swap contract: To reduce interest rate volatility, FREIT uses a “pay fixed, receive floating” interest rate swap to convert floating interest rates to fixed interest rates over the term of a certain loan. FREIT enters into an interest rate swap contract with a counterparty that is usually a high-quality commercial bank. In essence, FREIT agrees to pay its counterparty a fixed rate of interest on a dollar amount of notional principal (which generally corresponds to FREIT’s mortgage debt) over a term equal to the term of the mortgage note. FREIT’s counterparty, in return, agrees to pay FREIT a short-term rate of interest - generally SOFR (“Secured Overnight Financing Rate”) - on that same notional amount over the same term as the mortgage note.
FREIT has a variable interest rate loan secured by its Station Place property. To reduce interest rate fluctuations, FREIT entered into an interest rate swap contract for this loan, which effectively converted variable interest rate payments to fixed interest rate payments. The interest rate swap contract was based on a notional amount of approximately $12,350,000 ($10,834,000 at July 31, 2026). FREIT had a variable interest rate loan secured by its Regency property. On December 15, 2024, the Regency loan and its corresponding interest rate swap contract matured with no settlement due at maturity. (See Note 7 to FREIT’s condensed consolidated financial statements for further details.)
In accordance with ASU 2017-12, “Targeted Improvements to Accounting for Hedging Activities to Accounting Standards Codification Topic 815, Derivatives and Hedging ("ASC 815")”, FREIT marks-to-market its interest rate swap contract. As the floating interest rate varies from time-to-time over the term of the contract, the value of the contract will change upward or downward. If the floating rate is higher than the fixed rate, the value of the contract goes up and there is a gain and an asset. If the floating rate is less than the fixed rate, there is a loss and a liability. The interest rate swap contract is accounted for as a cash flow hedge with the corresponding gain or loss on this contract not affecting FREIT’s condensed consolidated statement of income; changes in the fair value of this cash flow hedge will be reported in other comprehensive income and appear in the equity section of the condensed consolidated balance sheet. This gain or loss represents the economic consequence of liquidating a fixed interest rate swap and replacing it with like-duration funding at current market rates, something we would likely never do. Periodic cash settlements of this contract will be accounted for as an adjustment to interest expense.
FREIT has the following derivative-related risks with its interest rate swap contract (“contract”): 1) early termination risk, and 2) counterparty credit risk.
Early Termination Risk: If FREIT wants to terminate its contract before maturity, it would be bought out or terminated at market value; i.e., the difference in the present value of the anticipated net cash flows from each of the contract’s parties. If current variable interest rates are significantly below FREIT’s fixed interest rate payments, this could be costly. Conversely, if interest rates rise above FREIT’s fixed interest payments and FREIT elected early termination, FREIT would
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realize a gain on termination. At July 31, 2026, the contract for Station Place was in FREIT’s favor. If FREIT had terminated this contract at that date, it would have realized a gain of approximately $235,000 for the Station Place swap, which amount has been included as an asset in FREIT’s condensed consolidated balance sheet as at July 31, 2026. The change in the fair value for the contract (gain or loss) during such period has been included in comprehensive income and for the nine and three months ended July 31, 2026, FREIT recorded an unrealized gain of approximately $25,000 and $20,000, respectively, in the condensed consolidated statements of comprehensive income. For the nine and three months ended July 31, 2025, FREIT recorded an unrealized loss of approximately $207,000 and unrealized gain of $62,000, respectively, in the condensed consolidated statements of comprehensive income.
Counterparty Credit Risk: Each party to a contract bears the risk that its counterparty will default on its obligation to make a periodic payment. FREIT reduces this risk by entering into a contract only with major financial institutions that are experienced market makers in the derivatives market.
FUNDS FROM OPERATIONS
Funds From Operations (“FFO”) is a non-GAAP measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”). FREIT does not include distributions from equity/debt/capital gain sources in its computation of FFO. Although many consider FFO the standard measurement of a REIT’s performance, FREIT supplements the NAREIT computation to include other adjustments to GAAP net income that are not considered by management to be the primary drivers of its decision making process. These adjustments are straight-line rents and recurring capital improvements on FREIT’s residential apartments. The modified FFO computation is referred to as Adjusted Funds From Operations (“AFFO”). FREIT believes that AFFO is a superior measure of its operating performance. FREIT computes FFO and AFFO as follows:
| For the Nine Months Ended July 31, | For the Three Months Ended July 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (In Thousands, Except Per Share) | (In Thousands Except Per Share) | |||||||||||||||
| Funds From Operations ("FFO") (a) | ||||||||||||||||
| Net income | $ | 21,182 | $ | 2,021 | $ | 19,946 | $ | 739 | ||||||||
| Net gain on sale of property | (19,825 | ) | — | (19,825 | ) | — | ||||||||||
| Depreciation of consolidated properties | 2,126 | 2,195 | 681 | 738 | ||||||||||||
| Amortization of deferred leasing costs | 65 | 67 | 21 | 22 | ||||||||||||
| Distributions to noncontrolling interests | (540 | )(b) | (480 | )(c) | — | — | (c) | |||||||||
| Adjustment to loss on investment in tenancy-in-common for depreciation | 1,180 | 1,100 | 395 | 368 | ||||||||||||
| FFO | $ | 4,188 | $ | 4,903 | $ | 1,218 | $ | 1,867 | ||||||||
| Per Share - Basic and Diluted | $ | 0.56 | $ | 0.66 | $ | 0.16 | $ | 0.25 | ||||||||
| (a) As prescribed by NAREIT. | ||||||||||||||||
| (b) FFO excludes the additional distribution of proceeds to noncontrolling interests in the amount of approximately $15,000 for the nine months ended July 31, 2026 related to the sale of the Rotunda property located in Maryland in a prior year. | ||||||||||||||||
| (c) FFO excludes the additional distribution of proceeds to noncontrolling interests in the amount of approximately $165,000 and $2,000 for the nine and three months ended July 31, 2025, respectively, related to the sale of the Rotunda and Damascus properties located in Maryland in a prior year. | ||||||||||||||||
| Adjusted Funds From Operations ("AFFO") | ||||||||||||||||
| FFO | $ | 4,188 | $ | 4,903 | $ | 1,218 | $ | 1,867 | ||||||||
| Deferred rents (Straight lining) | 6 | 83 | (4 | ) | 27 | |||||||||||
| Capital Improvements - Apartments | (389 | ) | (357 | ) | (141 | ) | (154 | ) | ||||||||
| AFFO | $ | 3,805 | $ | 4,629 | $ | 1,073 | $ | 1,740 | ||||||||
| Per Share - Basic and Diluted | $ | 0.51 | $ | 0.62 | $ | 0.14 | $ | 0.23 | ||||||||
| Weighted Average Shares Outstanding: | ||||||||||||||||
| Basic and Diluted | 7,477 | 7,468 | 7,482 | 7,471 | ||||||||||||
FFO and AFFO do not represent cash generated from operating activities in accordance with GAAP and therefore should not be considered a substitute for net income as a measure of results of operations or for cash flow from operations as a measure of liquidity. Additionally, the application and calculation of FFO and AFFO by other REITs may vary materially from that of FREIT, and therefore FREIT’s FFO and AFFO may not be directly comparable to those of other REITs.
INFLATION
Inflation can impact the financial performance of FREIT in various ways. FREIT’s commercial tenant leases generally provide that the tenants bear all or a portion of most operating expenses, which can reduce the impact of inflationary increases on FREIT.
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Apartment leases are generally for one to two-years in term, which may allow FREIT to seek increased rents as leases renew or when new tenants are obtained, subject to prevailing market conditions.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
See “Commercial Segment”, “Residential Segment” and “Liquidity and Capital Resources” under Item 2 above for a detailed discussion of FREIT’s quantitative and qualitative market risk disclosures.
Item 4: Controls and Procedures
At the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of FREIT’s disclosure controls and procedures. This evaluation was carried out under the supervision and with participation of FREIT’s management, including FREIT’s Chief Executive Officer and Chief Financial Officer, who concluded that FREIT’s disclosure controls and procedures are effective as of July 31, 2026. There has been no change in FREIT’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, FREIT’s internal control over financial reporting.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in FREIT’s reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in FREIT’s reports filed under the Exchange Act is accumulated and communicated to management, including FREIT’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
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Part II:
Item 1: Legal Proceedings
None.
Item 1A: 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.
Item 6: Exhibits
Exhibit Index
Exhibit 31.1 - Section 302 Certification of Chief Executive Officer
Exhibit 31.2 - Section 302 Certification of Chief Financial Officer
Exhibit 32.1 - Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
Exhibit 32.2 - Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
Exhibit 101 - The following materials from FREIT’s quarterly report on Form 10-Q for the period ended July 31, 2026, are formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) condensed consolidated balance sheets; (ii) condensed consolidated statements of income; (iii) condensed consolidated statements of comprehensive income; (iv) condensed consolidated statements of equity; (v) condensed consolidated statements of cash flows; and (vi) notes to condensed consolidated financial 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 thereunto duly authorized.
| FIRST REAL ESTATE INVESTMENT | |
| TRUST OF NEW JERSEY, INC. | |
| (Registrant) | |
| Date: September 11, 2026 | |
| /s/ Robert S. Hekemian, Jr. | |
| (Signature) | |
| Robert S. Hekemian, Jr. | |
| President and Chief Executive Officer | |
| (Principal Executive Officer) | |
| /s/ Allan Tubin | |
| (Signature) | |
| Allan Tubin | |
| Chief Financial Officer and Treasurer | |
| (Principal Financial/Accounting Officer) |
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EXHIBIT 31.1
CERTIFICATION
I, Robert S. Hekemian, Jr., certify that:
| 1. | I have reviewed this report on Form 10-Q of First Real Estate Investment Trust of New Jersey, Inc.; |
| 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 |
| 5. | 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): |
| (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 |
| (b) | 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. |
| Date: September 11, 2026 | /s/ Robert S. Hekemian, Jr. |
| Robert S. Hekemian, Jr. | |
| President and Chief Executive Officer |
Page 37
EXHIBIT 31.2
CERTIFICATION
I, Allan Tubin, certify that:
| 1. | I have reviewed this report on Form 10-Q of First Real Estate Investment Trust of New Jersey, Inc.; |
| 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 |
| 5. | 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): |
| (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 |
| (b) | 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. |
| Date: September 11, 2026 | /s/ Allan Tubin |
| Allan Tubin | |
| Chief Financial Officer and Treasurer |
Page 38
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of First Real Estate Investment Trust of New Jersey, Inc. (the “Company”) on Form 10-Q for the quarter ended July 31, 2026 (the “Report”), I, Robert S. Hekemian, Jr., President and Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (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, |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 11, 2026 | /s/ Robert S. Hekemian, Jr. |
| Robert S. Hekemian, Jr. | |
| President and Chief Executive Officer |
Page 39
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of First Real Estate Investment Trust of New Jersey, Inc. (the “Company”) on Form 10-Q for the quarter ended July 31, 2026 (the “Report”), I, Allan Tubin, Chief Financial Officer and Treasurer of the Company, do hereby certify, pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (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, |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 11, 2026 | /s/ Allan Tubin |
| Allan Tubin | |
| Chief Financial Officer and Treasurer |