FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
10-Q, 1996-09-25
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20594



                                   FORM 10-Q



               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended July 31, 1996                    Commission File No. 2-48728


                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
             ------------------------------------------------------
             (exact name of registrant as specified in its charter)


      New Jersey                                 22-1697095
- -------------------------------               -------------------
(State or other Jurisdiction of               (I.R.S. Employer
Incorporation or Organization)                Identification No.)


   505 Main Street, P.O. Box 667, Hackensack, New Jersey           07602
- --------------------------------------------------------         ----------
      (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code   201-488-6400
                                                     ------------


       -----------------------------------------------------------------
              Former name, former address and former fiscal year,
                         if changed since last report.


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.

                       Yes [ X ]   No  [  ]

<PAGE>  
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                                      INDEX


Part I:  Financial Information

         Item 1:  Financial Statements

                  a.)  Combined Balance Sheets for July 31, 1996 and October 31,
                       1995;

                  b.)  Combined Statements of Income and Undistributed  Earnings
                       For Nine and Three Months Ended July 31, 1996 and 1995;

                  c.)  Combined  Statements  of Cash Flows for Nine Months ended
                       July 31, 1996 and 1995;

         Item 2:  Management's Discussion and Analysis of Results of Operations
                  and Financial Condition 

Part II: Other Information

             Item 5. Other Information

             Item 6. No Exhibits
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Trustees and Shareholders
First Real Estate Investment
  Trust of New Jersey


The accompanying combined balance sheet of FIRST REAL ESTATE INVESTMENT TRUST OF
NEW  JERSEY  AND  AFFILIATE  as of  July  31,  1996,  and the  related  combined
statements  of income and  undistributed  earnings for the nine and three months
ended July 31, 1996 and 1995, and the combined  statements of cash flows for the
nine months  ended July 31, 1996 and 1995,  and the  accompanying  supplementary
information  were not  audited  by us and,  accordingly,  we do not  express  an
opinion on them.





Roseland, New Jersey
August 21, 1996
<PAGE>
<TABLE>
<CAPTION>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE

                             COMBINED BALANCE SHEETS
                       JULY 31, 1996 AND OCTOBER 31, 1995
                                   (Unaudited)

                                                               July     October
                       ASSETS                                31, 1996   31, 1995
                       ------                                --------   --------
                                                                (In Thousands
                                                                 of Dollars)
<S>                                                         <C>          <C>
Real estate, at cost, net of accumulated
  depreciation .......................................      $61,748      $62,324
Equipment, at cost, net of accumulated
  depreciation of $592,000 and $553,000 ..............          251          224
Cash .................................................          469          533
Tenants' security accounts ...........................          987          947
Sundry receivables ...................................          822          248
Prepaid expenses and other assets ....................        1,562          911
Deferred charges, net ................................          306          348
                                                            -------      -------
          Totals .....................................      $66,145      $65,535
                                                            =======      =======

        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
    Mortgages payable ................................      $34,123      $34,598
    Note payable - bank ..............................        6,166        5,169
    Accounts payable and accrued expenses ............          645          361
    Dividends payable ................................          546        1,154
    Tenants' security deposits .......................        1,085        1,048
    Deferred revenue .................................          356          257
                                                            -------      -------
          Total liabilities ..........................       42,921       42,587
                                                            -------      -------
Minority interest ....................................        2,983        2,959
                                                            -------      -------

Commitments and contingencies

Shareholders' equity:
    Shares of beneficial interest without par
      value; 1,560,000 shares authorized;
      1,559,788 shares issued and outstanding ........       19,314       19,314
    Undistributed earnings ...........................          927          675
                                                            -------      -------
          Total shareholders' equity .................       20,241       19,989
                                                            -------      -------
           Totals ....................................      $66,145      $65,535
                                                            =======      =======

                  See Notes to Combined Financial Statements.
<PAGE>
<CAPTION>


                         FIRST REAL ESTATE INVESTMENT TRUST
                             OF NEW JERSEY AND AFFILIATE

               COMBINED STATEMENTS OF INCOME AND UNDISTRIBUTED EARNINGS
                  NINE AND THREE MONTHS ENDED JULY 31, 1996 AND 1995
                                   (Unaudited)


                                               Nine Months            Three Months
                                             Ended July 31,           Ended July 31,
                INCOME                       1996       1995         1996       1995
                ------                       ----       ----         ----       ----
                                                    (In Thousands of Dollars,
                                                    Except Per Share Amounts)
<S>                                      <C>         <C>         <C>         <C>
Rental revenue:
    Rental income ....................   $  8,951    $  8,727    $  3,016    $  2,920
    Real estate taxes reimbursed .....        840         617         282         288
    Common area maintenance reimbursed        348         285          44         102
    Sundry income ....................        134         119          29          48
                                         --------    --------    --------    --------
        Totals .......................     10,273       9,748       3,371       3,358
                                         --------    --------    --------    --------

Rental expenses:
  Operating expenses .................      2,340       2,033         693         609
  Management fees ....................        436         416         145         141
  Real estate taxes ..................      1,551       1,132         505         376
  Interest ...........................      2,265       2,311         752         773
  Depreciation .......................      1,192       1,140         401         388
                                         --------    --------    --------    --------
        Totals .......................      7,784       7,032       2,496       2,287
                                         --------    --------    --------    --------

Income from rental operations ........      2,489       2,716         875       1,071
                                         --------    --------    --------    --------

Other income (expense):
    Interest income ..................          6           6           1           2
    Interest expense .................       (347)       (363)       (120)       (128)
    General and administrative .......       (174)       (193)        (51)        (67)
                                         --------    --------    --------    --------
        Totals .......................       (515)       (550)       (170)       (193)
                                         --------    --------    --------    --------

Income before minority interest ......      1,974       2,166         705         878
Minority interest ....................        (84)        (81)        (48)        (34)
                                         --------    --------    --------    --------

Net income ...........................   $  1,890    $  2,085    $    657    $    844
                                         ========    ========    ========    ========


Earnings per share ...................   $   1.21    $   1.34    $    .42    $    .54
                                         ========    ========    ========    ========

<PAGE>
<CAPTION>


                         FIRST REAL ESTATE INVESTMENT TRUST
                             OF NEW JERSEY AND AFFILIATE

               COMBINED STATEMENTS OF INCOME AND UNDISTRIBUTED EARNINGS
                  NINE AND THREE MONTHS ENDED JULY 31, 1996 AND 1995
                                   (Unaudited)
                                   (continued)

                                               Nine Months            Three Months
                                             Ended July 31,           Ended July 31,
                INCOME                       1996       1995         1996       1995
                ------                       ----       ----         ----       ----
                                                    (In Thousands of Dollars,
                                                    Except Per Share Amounts)
<S>                                      <C>         <C>         <C>         <C>

         UNDISTRIBUTED EARNINGS

Balance, beginning of period .........   $    675    $  1,834    $    816    $  1,375
Net income ...........................      1,890       2,085         657         844
Less dividends .......................     (1,638)     (2,246)       (546)       (546)
                                         --------    --------    --------    --------

Balance, end of period ...............   $    927    $  1,673    $    927    $  1,673
                                         ========    ========    ========    ========


Dividends paid per share .............   $   1.05    $   1.44    $    .35    $    .35
                                         ========    ========    ========    ========

                      See Notes to Combined Financial Statements.
  

<PAGE>
<CAPTION>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE

                        COMBINED STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED JULY 31, 1996 AND 1995
                                   (Unaudited)

                                                               1996        1995
                                                             -------    -------
                                                               (In Thousands
                                                                of Dollars)
<S>                                                          <C>        <C>
Operating activities:
    Net income ...........................................   $ 1,890    $ 2,085
    Adjustments to reconcile net income to net
        cash provided by operating activities:
        Depreciation and amortization ....................     1,234      1,152
        Deferred revenue .................................        99        199
        Minority interest ................................        84         81
        Changes in operating assets and liabilities:
           Tenants' security accounts ....................       (40)       (39)
           Sundry receivables, prepaid expenses and
           other assets ..................................    (1,225)      (502)
           Accounts payable and accrued expenses .........       284        (34)
           Tenants' security deposits ....................        37         46
           Other liabilities .............................                  (50)
                                                             -------    -------
               Net cash provided by operating activities .     2,363      2,938
                                                             -------    -------

Investing activities - capital expenditures ..............      (643)      (353)
                                                             -------    -------

Financing activities:
    Dividends paid .......................................    (2,246)    (2,246)
    Minority interest distribution 
    Deferred charges .....................................                 (277)
    Proceeds from note payable - bank ....................       997        396
    Repayment of mortgages ...............................      (475)      (454)
                                                             -------    -------
               Net cash used in financing activities .....    (1,784)    (2,581)
                                                             -------    -------

Net increase (decrease) in cash ..........................       (64)         4
Cash, beginning of period ................................       533        238
                                                             -------    -------

Cash, end of period ......................................   $   469    $   242
                                                             =======    =======
Supplemental disclosure of cash flow data:
    Interest paid ........................................   $ 2,610    $ 2,674
                                                             =======    =======


Supplemental schedule of noncash financing  activities: 
    Dividends declared but not paid amounted to $546,000 at July 31, 1996.

                  See Notes to Combined Financial Statements.
</TABLE>
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS


Note 1 - Organization and significant accounting policies:

            Organization:

               First Real Estate  Investment  Trust of New Jersey (the  "Trust")
               was organized  November 1, 1961 as a New Jersey  Business  Trust.
               The Trust is engaged in owning  residential and commercial income
               producing properties located primarily in New Jersey.

               The Trust has  elected  to be taxed as a Real  Estate  Investment
               Trust under the  provisions  of Sections  856-860 of the Internal
               Revenue  Code,  as amended.  Accordingly,  the Trust does not pay
               Federal  income  tax on income  whenever  income  distributed  to
               shareholders  is equal to at least 95% of real estate  investment
               trust taxable income.  Further,  the Trust pays no Federal income
               tax on capital gains distributed to shareholders.

               The Trust is  subject  to  Federal  income  tax on  undistributed
               taxable  income and capital  gains.  The Trust may make an annual
               election under Section 858 of the Internal  Revenue Code to apply
               part of the regular dividends paid in each respective  subsequent
               year as a distribution for the immediately preceding year.

            Basis of presentation:

               The combined financial information included herein as at July 31,
               1996 and for the nine and three  months  ended July 31,  1996 and
               1995 is unaudited and, in the opinion of the Trust,  reflects all
               adjustments  (which  include  only  normal  recurring   accruals)
               necessary  for a  fair  presentation  of the  combined  financial
               position as of that date and the combined  results of  operations
               for those periods.  The information in the combined balance sheet
               as of October  31,  1995 was  derived  from the  Trust's  audited
               annual report for 1995.

            Principles of combination:

               The  combined  financial  statements  include the accounts of the
               Trust and Westwood Hills, LLC (the "Affiliate"),  which have been
               combined  on the  basis of common  control.  The  Affiliate  is a
               limited  liability  company  that is  40%-owned  by the Trust and
               managed by Hekemian & Co.,  Inc.  ("Hekemian"),  a company  which
               manages  all of the  Trust's  properties  and in which one of the
               trustees of the Trust is the chairman of the board. Certain other
               members  of the  Affiliate  are either  trustees  of the Trust or
               their  families or officers of Hekemian.  The combined  financial
               statements include 100% of the Affiliate's  assets,  liabilities,
               operations  and cash  flows  with the 60%  interest  owned by the
               other members of the Affiliate reflected as "minority  interest."
               All significant  intercompany accounts and transactions have been
               eliminated in combination.



<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS

Note 1 - Organization and significant accounting policies (continued):
                    

            Use of estimates:

               The  preparation  of  financial  statements  in  conformity  with
               generally accepted  accounting  principles requires management to
               make  estimates  and  assumptions  that affect  certain  reported
               amounts and disclosures. Accordingly, actual results could differ
               from those estimates.

            Cash:

               The Trust and its Affiliate  maintain  their cash in bank deposit
               accounts which, at times,  may exceed  Federally  insured limits.
               The Trust considers all highly liquid debt instruments  purchased
               with a maturity of three  months or less to be cash  equivalents.
               At July 31,  1996 and  October  31,  1995,  the Trust had no cash
               equivalents.

            Depreciation:

               Real estate and equipment are  depreciated  on the  straight-line
               method by annual charges to operations calculated to absorb costs
               of assets over their estimated useful lives.

            Revenue recognition:

               Income  from  leases  is  recognized  on  a  straight-line  basis
               regardless of when payment is due. Lease  agreements  between the
               Trust and  commercial  tenants  generally  provide for additional
               rentals based on such factors as percentage of tenants'  sales in
               excess of  specified  volumes,  increases  in real estate  taxes,
               Consumer Price Indices and common area maintenance charges. These
               additional rentals are generally included in income when reported
               to the  Trust,  when  billed  to  tenants  or  ratably  over  the
               appropriate period.

            Deferred charges:

               Deferred   charges   consist  of   mortgage   costs  and  leasing
               commissions.   Deferred  mortgage  costs  are  amortized  on  the
               straight-line  method by annual  charges to  operations  over the
               terms  of  the  mortgages.   Deferred  leasing   commissions  are
               amortized  on the  straight-line  method  over  the  terms of the
               applicable leases.

            Advertising:

               The Trust  expenses the cost of  advertising  and  promotions  as
               incurred.  Advertising  costs charged to  operations  amounted to
               approximately  $41,700 and $20,200 for the nine months ended July
               31, 1996 and 1995,  respectively,  and approximately  $12,000 and
               $10,100  for the  three  months  ended  July 31,  1996 and  1995,
               respectively.
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS

Note 1 - Organization and significant accounting policies (concluded):

            Income taxes:

               The  Affiliate,  with the consent of its  members,  elected to be
               treated  as a limited  liability  company  under  the  applicable
               sections of the  Internal  Revenue  Code.  Under these  sections,
               income or loss,  in  general,  is  allocated  to the  members for
               inclusion in their  individual  income tax returns.  Accordingly,
               there  is  no  provision  for  income  taxes  applicable  to  the
               operations  of  the  Affiliate  in  the   accompanying   combined
               financial statements.

            Earnings per share:

               Earnings  per share are computed  based on the  weighted  average
               number of shares  outstanding.  The  weighted  average  number of
               shares  outstanding  was 1,559,788 for each of the nine and three
               month periods ended July 31, 1996 and 1995.

Note 2 - Real estate:

               Real estate consists of the following:
<TABLE>
<CAPTION>
                                       Range
                                    of Estimated      July          October
                                    Useful Lives    31, 1996        31, 1995
                                    ------------    --------        --------
                                                          (In Thousands
                                                            of Dollars)
<S>                                                  <C>            <C>
Land ..............................                  $21,112        $21,112
Unimproved land ...................                    2,464          2,452
Apartment buildings ...............   7-40 years      21,703         21,333
Commercial buildings ..............   25-31.5 years       58             58
Shopping centers ..................   15-50 years     26,947         26,859
Construction in
  progress ........................                      817            714
                                                     -------        -------
                                                      73,101         72,528
Less accumulated
  depreciation ....................                   11,353         10,204
                                                     -------        -------

    Totals ........................                  $61,748        $62,324
                                                     =======        =======
</TABLE>
<PAGE>
Note 3 - Mortgages payable:

               Mortgages payable consist of the following:

<TABLE>
<CAPTION>
                                                           July        October
                                                         31, 1996      31, 1995
                                                         --------      --------
                                                              (In Thousands
                                                               of Dollars)
<S>                                                       <C>            <C>
State Mutual Life Assurance Company
  of America (A) .................................        $18,143        $18,359
Aetna Life Insurance Company (B) .................          5,352          5,444
USG Annuity & Life Company (C) ...................         10,383         10,488
United Jersey Bank (D) ...........................            245            307
                                                          -------        -------

    Totals .......................................        $34,123        $34,598
                                                          =======        =======

   (A)  Payable in monthly  installments  of $160,925  including  interest at 9%
        through  August 1997 at which time the  outstanding  balance is due. The
        mortgage is secured by a shopping center in Frederick, Maryland having a
        net book value of approximately $25,903,000.

   (B)  Payable in monthly  installments  of $55,287  including  interest at 10%
        through September 2001 at which time the outstanding balance is due. The
        mortgage is secured by a shopping center in Westwood,  New Jersey having
        a net book value of approximately $11,948,000.

   (C)  Payable in monthly  installments of $79,655  including  interest at 7.8%
        through October 2002 at which time the  outstanding  balance is due. The
        mortgage  is secured by an  apartment  complex in  Westwood,  New Jersey
        having a net book value of approximately $14,953,000.

   (D)  Payable in monthly  installments of $8,555 including  interest at 7.625%
        through  March 1999 at which time the  outstanding  balance is due.  The
        mortgage is secured by an apartment  building in Spring Lake, New Jersey
        having a net book value of approximately  $628,000. One of the directors
        of the bank is a trustee of the Trust. 
</TABLE>
        Principal  amounts  (in  thousands  of  dollars)  due  under  the  above
        obligations in each of the five years subsequent to July 31, 1996 are as
        follows:

                             Year Ending
                               July 31,             Amount
                               --------             ------
                                1997                $ 683
                                1998               18,229 
                                1999                  402 
                                2000                  372
                                2001                  407

        Based on borrowing  rates for  mortgages  with similar  terms,  the fair
        value of the  mortgage  debt is  approximately  $34,648,000  at July 31,
        1996.
<PAGE>
Note 4 - Note payable - bank:

              Note payable - bank  consists of  borrowings  under a  $20,000,000
              revolving  line of credit  agreement with United Jersey Bank which
              expires on February 10, 1997. The first  $10,000,000 of borrowings
              under the line of credit bear interest at either the prime rate or
              the LIBOR rate plus 200 basis points.  Any excess  borrowings bear
              interest at either the prime rate plus 1/2% or the LIBOR rate plus
              250 basis points. Outstanding borrowings are secured by all of the
              Trust's   properties   except  the  shopping  centers  located  in
              Frederick,  Maryland and Westwood,  New Jersey and any vacant land
              owned by the Trust.

Note 5 - Commitments and contingencies:

            Leases:
              Commercial tenants:

              The  Trust  leases  commercial  space  having a net book  value of
              approximately  $38,989,000 at July 31, 1996 to tenants for periods
              of up to twenty  years.  Most of the leases  contain  clauses  for
              reimbursement  of real estate  taxes,  maintenance,  insurance and
              certain other operating expenses of the properties. Minimum rental
              income (in  thousands of dollars) to be received  from  noncancel-
              able operating  leases in years subsequent to July 31, 1996 are as
              follows:

                           Year Ending
                             July 31,                Amount
                             --------                ------
                               1997                 $ 3,641
                               1998                   3,216
                               1999                   2,870
                               2000                   2,379
                               2001                   2,169
                           Thereafter                 9,435
                                                    =======
                              Total                 $23,710

              The above  amounts  assume  that all leases  which  expire are not
              renewed and, accordingly, neither minimal rentals nor rentals from
              replacement tenants are included.  In addition,  the above amounts
              do not include any future  minimum  rentals to be received for the
              shopping  center in Franklin  Lakes,  New Jersey having a net book
              value of approximately $1,138,000 at July 31, 1996. Except for two
              tenants,  management  closed the  shopping  center on September 1,
              1995.  Commencement of a complete  refurbishing of the premises is
              scheduled  to begin  during the Fall of 1996 and is expected to be
              open  for  operations  in the  Summer  of  1997.  The  cost of the
              refurbishing,  which  has  been  put out  for  bid,  is  currently
              anticipated to approximate $6,000,000. Rental revenue derived from
              the shopping  center was  approximately  $106,000 and $140,000 for
              the nine months  ended July 31, 1996 and 1995,  respectively,  and
              approximately  $35,000 for each of the three month  periods  ended
              July  31,  1996  and  1995.  The net  income  (loss)  from  rental
              operations  was  approximately  $(14,000) and $68,000 for the nine
              months ended July 31, 1996 and 1995,  respectively,  and $(29,000)
              and  $13,000  for the three  months  ended July 31, 1996 and 1995,
              respectively.
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS

Note 5 - Commitments and contingencies (concluded):
            Leases (concluded):
             Commercial tenants (concluded):

              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 or  increases  in Consumer  Price
              Indices.  Contingent  rentals  included  in income for each of the
              nine and three month periods ended July 31, 1996 and 1995 were not
              material.

            Residential tenants:

              Lease terms for residential tenants are usually one year or less.

            Environmental concerns:

              A landfill which is considered a superfund site is located next to
              a vacant  parcel  of land  which is  owned by the  Trust.  The New
              Jersey Department of Environmental Protection and Energy ("NJDEP")
              had advised the Trust that it was  investigating  the property for
              contamination  as a result  of the  migration  of  environmentally
              sensitive  materials from the landfill.  In August 1994, the Trust
              was advised that,  although the soil had not been  environmentally
              impaired and a clean-up of the property would not be required, the
              NJDEP  did  determine  that  the  groundwater  in the  area of the
              landfill, including below the Trust's property, is contaminated as
              a result of the activity at the landfill.  Accordingly,  the NJDEP
              is  currently  in the  process  of  enforcing  remediation  of the
              groundwater  by the  responsible  parties.  As the  Trust is not a
              responsible  party,  management  anticipates  that it will bear no
              liability for the cost of the ground- water remediation.

            Acquisition:

              The Trust has entered into a contract to purchase a 65,000  square
              foot shopping center to be constructed in Patchogue,  New York for
              approximately  $11,000,000  including  commissions  and  estimated
              professional fees. The Trust anticipates that it will purchase the
              Patchogue  center  through  a  joint  venture  with  one  or  more
              investors on a basis where the Trust would retain full  management
              control.   The  contract  to  purchase  the  Patchogue  center  is
              contingent upon the  construction  being completed  during January
              1997.

Note 6 - Management agreement:

              The properties  owned by the Trust and the Affiliate are currently
              managed by Hekemian.  The management agreement requires fees equal
              to a percentage of rents collected.  Such fees were  approximately
              $436,000  and $416,000 for the nine months ended July 31, 1996 and
              1995,  respectively,  and approximately  $145,000 and $141,000 for
              the three months ended July 31, 1996 and 1995, respectively.
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS

Note 7 - Earnings per share:

              Earnings per share, based on the weighted average number of shares
              outstanding during each period, are comprised of ordinary income.

                                      * * *


<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
         AND FINANCIAL CONDITION

         Results of Operations

                  1)   Third Quarter 1996 versus Second Quarter 1996

         The ordinary  earnings per share for the Trust were $0.42 for the Third
Quarter 1996 as opposed to $0.35 for the Second  Quarter  1996.  The results for
the Third Quarter 1996 are consistent  with  expectations of management and past
experience.

                  2)   Third Quarter 1996 versus Third Quarter 1995

         The ordinary  earnings per share were $0.42 for the Third  Quarter 1996
as compared  with $0.54 for the Third  Quarter  1995.  The results for the Third
Quarter 1996  reflects a  substantial  increase in real  property  taxes for its
properties,  particularly in New Jersey,  together with certain one-time charges
due to an adjustment in Common Area Maintenance charges.

                  3)   Nine  Months  Ending  July 31,  1996  versus  Nine Months
                       Ending July 31, 1995

         The  ordinary  income  for the  Trust was $1.21 per share for the first
nine  months of 1996 as  compared  with $1.34 for the same  period in 1995.  The
decrease  reflects the decline in the  earnings for the Third  Quarter 1996 when
compared with the same period in 1995.
<PAGE>
Financial Condition

         The Trust is currently  generating  sufficient cash flow to meet all of
its  operational  requirements.  The Trust does not  anticipate  that it will be
required  to  borrow  funds  to pay  any  projected  dividends  other  than on a
short-term basis.

         The  Trust  will,  however,  borrow  funds  under its Line of Credit or
mortgage   financing  to  raise   sufficient  funds  for  the  demolishment  and
reconstruction of its shopping center in Franklin Lakes, New Jersey, see Part II
- - Other Information,  Item 5 (B), which follows,  for details. In addition,  the
Trust has entered into a contract to purchase a new shopping  center in New York
State. In the event that title for the property is closed, the Trust anticipates
that it will secure permanent  mortgage  financing.  In addition,  the Trust may
also draw on its Line of Credit with Summit Bancorp  (successor to United Jersey
Bank) to fund the purchase of the shopping center.
<PAGE>
PART II.          OTHER INFORMATION

Item 5.  A)  Annual Meeting; Election of Board Members and Officers

         At the May 29,  1996  Annual  Meeting of the Trust,  Messrs.  Robert S.
Hekemian,  Charles J. Dodge and Dr. John B.  Voskian  were  elected to suc- ceed
themselves as members of the Board of Trustees.

         The current officers of the Trust are:

         Robert S. Hekemian             - Chairman
         Donald W. Barney               - President
         Dr. John B. Voskian            - Secretary
         William R. DeLorenzo, Jr.      - Executive Sec. & Treasurer

         The current members of the Board of Trustees are:

         Robert S. Hekemian
         Donald W. Barney
         Dr. John B. Voskian
         Hon. Herbert C. Klein
         Nicholas A. Laganella
         Charles J. Dodge
         Ronald J. Artinian
         Alan L. Aufzien

         B)       Franklin Lakes, New Jersey

         The Trust has secured all of the local and state approvals  required to
demolish the current shopping center located in Franklin Lakes, New Jersey.  The
Trust is proceeding to finalize plans to construct a supermarket store for Grand
Union  pursuant  to a  lease  which  has  been  executed.  The  Trust  presently
anticipates,  that  provided the plans are  finalized by November 1, 1996,  that
construction of the new shopping center will be completed by November 1, 1997.
<PAGE>



ITEM 6.           No exhibits are required.

                  No Form 8-K was filed by the Trust.
<PAGE>
         


                                   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
                                            (Registrant)



Date: September 25, 1996



                                      /s/ William R. DeLorenzo, Jr.
                                      ---------------------------------
                                      Signature* 
                                      William R. DeLorenzo, Jr.
                                      Executive Secretary and Treasurer






- ---------------
*Print name and title of the signing officer under his signature.
<PAGE>



                SALES OF UNREGISTERED SECURITIES (DEBT OR EQUITY)

                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY



















                                     N O N E


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