| Management agreement, fees and transactions with related parties |
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 (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. The Management Agreement requires the payment of management fees equal to 4% to 5% of rents collected. Such fees charged to operations were approximately $1,052,000 and $1,036,000 for the nine months ended July 31, 2026 and 2025, respectively, and $390,000 and $358,000 for three months ended July 31, 2026 and 2025, respectively. In addition, the Management Agreement provides for the payment to Hekemian & Co. of leasing commissions, as well as the reimbursement of certain operating expenses, such as payroll and insurance costs, incurred on behalf of FREIT. Such commissions and reimbursements amounted to approximately $344,000 and $312,000 for the nine months ended July 31, 2026 and 2025, respectively, and $108,000 and $110,000 for the three months ended July 31, 2026 and 2025, respectively. FREIT also uses the resources of the Hekemian & Co. insurance department to secure various insurance coverages for its properties and subsidiaries. Hekemian & Co. is paid a commission for these services. Such commissions charged to operations were approximately $160,000 and $181,000 for the nine months ended July 31, 2026 and 2025, respectively, and $123,000 and $168,000 for the three months ended July 31, 2026 and 2025, respectively. 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 $496,000 and $60,000 for the nine months ended July 31, 2026 and 2025, respectively, and $496,000 and $25,000 for the three months ended July 31, 2026 and 2025, respectively. Fees incurred during Fiscal 2026 related to commissions to Hekemian & Co. for the following: $50,000 for the modification and renewal of FREIT’s line of credit; and $446,000 for the sale of the Franklin Crossing shopping center. Fees incurred during Fiscal 2025 related to commissions to Hekemian & Co. for the following: $35,000 for the modification and extension of the loan on the Regency property; and $25,000 for the extension of the loan on the Westwood Plaza property. The commissions for the modification and extension of the loans and line of credit were accounted for as deferred mortgage costs and included in the unamortized debt issuance costs in the accompanying condensed consolidated balance sheets as of July 31, 2026 and October 31, 2025. The commission related to the sale of the Franklin Crossing shopping center was charged against the gain on sale of the property in the accompanying condensed consolidated statement of income for the nine and three months ended July 31, 2026. 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. 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 $530,000 and $515,000, respectively, for Robert S. Hekemian, Jr., $34,000 and $34,000, respectively, for Allan Tubin and $80,000 and $65,000, respectively, for David B. Hekemian. Director fee expense and/or executive compensation (including stock awards) incurred by FREIT for the three months ended July 31, 2026 and 2025 was approximately $180,000 and $165,000, respectively, for Robert S. Hekemian, Jr., $12,000 and $11,000, respectively, for Allan Tubin and $30,000 and $15,000, respectively, for David B. Hekemian. Such costs are included within operating expenses on the accompanying condensed consolidated statements of income. 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. (See Note 7 for additional details on the loan modification.) 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.
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