FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
10-Q, 1996-07-08
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 April 30, 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 April 30, 1996
                        and October 31, 1995;

                  b.)   Combined Statements of Income and
                        Undistributed Earnings For Six Months Ended
                        April 30, 1996 and 1995;

                  c.)   Combined Statements of Cash Flows for Six
                        Months Ended April 30, 1996 and 1995;

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

Part II: Other Information

         Item 5. Other Information
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE

                             COMBINED BALANCE SHEETS
                       APRIL 30, 1996 AND OCTOBER 31, 1995
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                               April     October
                       ASSETS                                30, 1996   31, 1995
                       ------                                --------   --------
                                                               (In Thousands
                                                                of Dollars)
<S>                                                          <C>         <C>   
Real estate, at cost, net of accumulated depre-
  ciation ..............................................     $62,053     $62,324
Equipment, at cost, net of accumulated deprecia-
  tion of $580,000 and $553,000 ........................         239         224
Cash ...................................................         374         533
Tenants' security accounts .............................         988         947
Sundry receivables .....................................         432         248
Prepaid expenses and other assets ......................         873         911
Deferred charges, net ..................................         229         348
                                                             -------     -------

          Totals .......................................     $65,188     $65,535
                                                             =======     =======

        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
    Mortgages payable ..................................     $34,284     $34,598
  Note payable - bank ..................................       5,820       5,169
    Accounts payable and accrued expenses ..............         248         361
    Dividends payable ..................................         546       1,154
    Tenants' security deposits .........................       1,088       1,048
    Deferred revenue ...................................         137         257
                                                             -------     -------
          Total liabilities ............................      42,123      42,587
                                                             -------     -------

Minority interest ......................................       2,935       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 .............................         816         675
                                                             -------     -------
          Total shareholders' equity ...................      20,130      19,989
                                                             -------     -------

           Totals ......................................     $65,188     $65,535
                                                             =======     =======
</TABLE>
See Notes to Combined Financial Statements.
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE
<TABLE>
<CAPTION>
            COMBINED STATEMENTS OF INCOME AND UNDISTRIBUTED EARNINGS
               SIX AND THREE MONTHS ENDED APRIL 30, 1996 AND 1995
                                   (Unaudited)


                                           Six Months          Three Months
                                         Ended April 30,      Ended April 30,
               INCOME                    1996       1995       1996       1995
                                       -------    -------    -------    -------
                                              (In Thousands of Dollars,
                                              Except Per Share Amounts)

<S>                                    <C>        <C>        <C>        <C>    
Rental revenue:
    Rental income ..................   $ 5,935    $ 5,807    $ 2,945    $ 2,902
    Real estate taxes reimbursed ...       558        329        166        155
    Common area maintenance reim-
      bursed .......................       304        183        119         79
    Sundry income ..................       105         71         62         30
                                       -------    -------    -------    -------
          Totals ...................     6,902      6,390      3,292      3,166
                                       -------    -------    -------    -------

Rental expenses:
    Operating expenses .............     1,647      1,424        849        721
  Management fees ..................       291        275        150        139
    Real estate taxes ..............     1,046        756        397        372
    Interest .......................     1,513      1,538        755        771
    Depreciation and amortization ..       791        752        407        377
                                       -------    -------    -------    -------
          Totals ...................     5,288      4,745      2,558      2,380
                                       -------    -------    -------    -------

Income from rental operations ......     1,614      1,645        734        786
                                       -------    -------    -------    -------

Other income (expense):
    Interest income ................         5          4          1          2
    Interest expense ...............      (227)      (235)      (116)      (144)
    General and administrative .....      (123)      (126)       (68)       (66)
                                       -------    -------    -------    -------
          Totals ...................      (345)      (357)      (183)      (208)
                                       -------    -------    -------    -------

Income before minority interest ....     1,269      1,288        551        578
Minority interest ..................       (36)       (47)        (7)       (23)
                                       -------    -------    -------    -------

Net income .........................   $ 1,233    $ 1,241    $   544    $   555
                                       =======    =======    =======    =======


Earnings per share .................   $   .79    $   .80    $   .35    $   .36
                                       =======    =======    =======    =======
<PAGE>
<CAPTION>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE

            COMBINED STATEMENTS OF INCOME AND UNDISTRIBUTED EARNINGS
               SIX AND THREE MONTHS ENDED APRIL 30, 1996 AND 1995
                                   (Unaudited)


                                           Six Months          Three Months
                                         Ended April 30,      Ended April 30,
                                         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    $   818    $ 1,366
Net income .........................     1,233      1,241        544        555
Less dividends .....................    (1,092)    (1,700)      (546)      (546)
                                       -------    -------    -------    -------

Balance, end of period .............   $   816    $ 1,375    $   816    $ 1,375
                                       =======    =======    =======    =======


Dividends per share ................   $   .70    $  1.09    $   .35    $   .35
                                       =======    =======    =======    =======

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

                        COMBINED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED APRIL 30, 1996 AND 1995
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                               1996       1995
                                                             -------    -------
                                                                (In Thousands
                                                                 of Dollars)
<S>                                                          <C>        <C>    
Operating activities:
    Net income ...........................................   $ 1,233    $ 1,241
    Adjustments to reconcile net income to net
        cash provided by operating activities:
        Depreciation and amortization ....................       910        768
        Deferred revenue .................................      (120)      (100)
        Minority interest ................................        36         47
        Changes in operating assets and liabilities:
           Tenants' security accounts ....................       (41)       (24)
           Sundry receivables, prepaid expenses and other
            assets .......................................      (146)       225
           Accounts payable and accrued expenses .........      (113)       (11)
           Tenants' security deposits ....................        40         28
           Other liabilities .............................                  (52)
                                                             -------    -------
               Net cash provided by operating activities .     1,799      2,122
                                                             -------    -------

Investing activities - capital expenditures ..............      (535)      (365)
                                                             -------    -------

Financing activities:
    Dividends paid .......................................    (1,700)    (1,700)
  Proceeds from note payable - bank ......................       651        350
    Repayment of mortgages ...............................      (314)      (300)
    Distributions to minority interest ...................       (60)
                                                             -------    -------
               Net cash used in financing activities .....    (1,423)    (1,650)
                                                             -------    -------

Net increase (decrease) in cash ..........................      (159)       107
Cash, beginning of period ................................       533        238
                                                             -------    -------

Cash, end of period ......................................   $   374    $   345
                                                             =======    =======


Supplemental disclosure of cash flow data:
    Interest paid ........................................   $ 1,740    $ 1,773
                                                             =======    =======

</TABLE>

Supplemental schedule of noncash financing  activities:  Dividends  declared but
    not paid amounted to $546,000 at April 30, 1996.

See Notes to Combined Financial Statements.
<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
                   April 30, 1996 and for the six and three  months  ended April
                   30,  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 April 30,  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 Company  expenses the cost of advertising  and promotions
                   as incurred. Advertising costs charged to operations amounted
                   to approximately $29,700 and $10,100 for the six months ended
                   April 30,  1996 and  1995,  respectively,  and  approximately
                   $17,500 and $5,700 for the three  months ended April 30, 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 six and
                   three month periods ended April 30, 1996 and 1995.


Note 2 - Real estate:
             Real estate consists of the following:
<TABLE>
<CAPTION>
                                       Range
                                    of Estimated      April       October
                                    Useful Lives     30, 1996     31, 1995
                                    ------------     --------     --------
                                                        (In Thousands
                                                         of Dollars)
<S>                              <C>                 <C>          <C>    
           Land                                      $21,112      $21,112
           Unimproved land                             2,471        2,452
           Apartment buildings      7-40 years        21,604       21,333
           Commercial buildings  25-31.5 years            58           58
           Shopping centers        15-50 years        26,872       26,859
           Construction in
           progress                                      771          714
                                                     -------      -------
                                                      72,888       72,528
          Less accumulated de-
          preciation                                  10,835       10,204
                                                     -------      -------

          Totals                                     $62,053      $62,324                                                   
                                                     =======      =======
</TABLE>
<PAGE>

Note 3 - Mortgages payable:
           Mortgages payable consist of the following:

<TABLE>
<CAPTION>
                                                           April         October
                                                         30, 1996       31, 1995
                                                         --------       --------
                                                             (In Thousands
                                                              of Dollars)
<S>                                                       <C>            <C>    
State Mutual Life Assurance Company
  of America (A) .................................        $18,216        $18,359
Aetna Life Insurance Company (B) .................          5,383          5,444
USG Annuity & Life Company (C) ...................         10,419         10,488
United Jersey Bank (D) ...........................            266            307
                                                          -------        -------

    Totals .......................................        $34,284        $34,598
                                                          =======        =======
</TABLE>
<PAGE>
                      FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS

Note 3 - Mortgages payable (concluded):

                   (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 $26,202,000.

                   (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 $11,939,000.

                   (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 $14,999,000.

                   (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 $644,000. One of the directors of
                   the bank is a trustee of the Trust.

<PAGE>
                   Principal  amounts (in  thousands  of dollars)  due under the
                   above  obligations  in each of the five years  subsequent  to
                   April 30, 1996 are as follows:
<TABLE>
<CAPTION>
                               Year Ending
                                April 30,                  Amount
                                ---------                  ------
<S>                               <C>                    <C>    
                                  1997                   $   668
                                  1998                    18,310
                                  1999                       418
                                  2000                       363
                                  2001                       396
</TABLE>

                   Based on borrowing  rates for mortgages  with similar  terms,
                   the  fair  value  of  the  mortgage  debt  is   approximately
                   $33,374,000 at April 30, 1996.


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.

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

Note 5 - Commitments and contingencies:
           Leases:
            Commercial tenants:
                   The Trust leases  commercial space having a net book value of
                   approximately  $39,237,000  at April 30,  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  noncancelable  operating leases in years
                   subsequent to April 30, 1996 are as follows:
<TABLE>
<CAPTION>
                    Year Ending April 30,         Amount
                    ---------------------         ------
<S>                       <C>                    <C>    
                          1997                   $ 3,936
                          1998                     3,376
                          1999                     3,019
                          2000                     2,523
                          2001                     2,230
                          Thereafter               9,398
                                                 -------
                                Total            $24,482
                                                 =======
</TABLE>

                   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 $1,096,000 at
                   April 30, 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 will  take  approximately  nine
                   months. 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  $71,000 and  $105,000 for the six months ended
                   April 30,  1996 and  1995,  respectively,  and  approximately
                   $36,000 and $42,000 for the three months ended April 30, 1996
                   and 1995,  respectively.  Income from rental  operations  was
                   approximately  $15,000 and  $55,000 for the six months  ended
                   April  30,  1996 and  1995,  respectively,  and  $16,000  and
                   $21,000 for the three  months  ended April 30, 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 six and three month  periods  ended April 30,
                   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   groundwater
                   remediation.


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  $291,000  and  $275,000 for the six
                   months  ended  April  30,  1996 and 1995,  respectively,  and
                   approximately  $150,000  and  $140,000  for the three  months
                   ended April 30, 1996 and 1995, respectively.


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

         The  following  discussion  should  be read  in  conjunction  with  the
attached financial  statements and notes thereto,  and the Registrant's  audited
financial statements and notes thereto for Fiscal Year Ended October 31, 1995.

Results of Operations

         The earnings per share from the  Registrant's  regular  operations were
$0.35 for the Second Quarter of 1996 as compared to $0.36 for the Second Quarter
1995. The decrease  reflects the fact the  Mid-Atlantic  states endured a severe
winter which resulted in increased  heating and snow removal costs. In addition,
Registrant  is in the process of closing all  operations  at its Franklin  Lakes
Shopping Center (the "Center") for the purpose of razing all present  structures
and to erect an enlarged shopping center at the site.

         Registrant  expects that the closing of the Center will have a negative
impact  on the  earnings  for the  period  of  June,  1996 to  June,  1997.  The
Registrant   continues  to  expect  that  its  earnings  will  be  decreased  by
approximately $0.11 on an annual basis because of the closing of the Center.

Financial Condition

         The Registrant continues to generate cash sufficient to meet all of its
regular operational needs. The Registrant does anticipate, however, that it will
borrow  against its Line of Credit or secure a mortgage  to  generate  the funds
required to construct  the Center and to purchase the center in  Patchogue,  New
York as hereinafter described in Item 5, Subject C.



<PAGE>
PART II. OTHER INFORMATION

Item 5.  Other Information.

         a)  Status of the Center

             The Registrant has entered into a lease agreement with a major food
         supermarket chain to lease approximately  42,000 square feet in the new
         Center which will have a total of  approximately  88,000 square feet of
         leasable  space.  As a result,  the  Registrant  is in the  process  of
         developing construction plans for the new Center.

         It was previously  reported that  construction  of the new Center would
         start in the  Spring or early  Summer of 1996 and that it would be open
         for operations during the First Quarter of 1997. It is clear that those
         dates will not be met.

         The Registrant now anticipates that  construction  will not begin until
         the Fall of 1996.  The  Center  should  be open for  operations  in the
         Summer of 1997.  As a result,  the negative  impact  projected  for the
         closing of the Center of $0.11 per annum will be  extended  through the
         Summer of 1997.

         b)  Management

         The Registrant is managed by Hekemian & Co., Inc.  Hekemian & Co., Inc.
         is a closely held corporation with two principal  shareholders,  Robert
         S.  Hekemian,  Chairman of the  Registrant  and his brother,  Samuel P.
         Hekemian.  As a closely  held entity,  both Robert and Samuel  Hekemian
         have been engaged in discussions  concerning an orderly  succession for
         the  firm.  The  parties  have  not  been  able to come to an  amicable
         agreement. The parties are engaged in litigation.  As a result there is
         a  potential  that  Hekemian  &  Co.,  Inc.  would  be  dissolved.  The
         Registrant  anticipates  that  management  will  continue in an orderly
         fashion  through any  successor of Hekemian & Co.,  Inc. and that there
         will be no adverse affect on the operations of the Registrant.

         c)  Patchogue, New York

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

<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: July 8, 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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