UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2003
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____to_____
Commission File Number 1-12803
URSTADT BIDDLE PROPERTIES INC.
(Exact Name of Registrant in its Charter)
MARYLAND 04-2458042
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
321 Railroad Avenue, Greenwich, CT 06830
----------------------------------------
Address of principal executive offices) (ZipCode)
Registrant's telephone number, including area code: (203) 863-8200
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
As of June 11, 2003, the number of shares outstanding of each of the
Registrant's classes of Common Stock and Class A Common Stock was: 6,758,866
Common Shares, par value $.01 per share and 18,536,397 Class A Common Shares,
par value $.01 per share
THE SEC FORM 10-Q, FILED HEREWITH, CONTAINS 20 PAGES, NUMBERED CONSECUTIVELY
FROM 1 TO 20 INCLUSIVE, OF WHICH THIS PAGE IS 1.
1
INDEX
URSTADT BIDDLE PROPERTIES INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements(Unaudited)
Consolidated Balance Sheets - April 30, 2003 and October 31, 2002
Consolidated Statements of Income - Six months ended April 30, 2003 and
2002; Three months ended April 30, 2003 and 2002
Consolidated Statements of Cash Flows - Six months ended April 30,2003 and 2002
Consolidated Statement of Stockholders' Equity - Six months ended
April 30, 2003
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Item 4. Controls & Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
2
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
April 30, October 31,
ASSETS 2003 2002
---- ----
(unaudited)
Real Estate Investments:
Core properties-- at cost, net of accumulated depreciation $311,819 $252,711
Non-core properties - at cost, net of accumulated depreciation 11,544 11,944
Mortgage notes and other receivables 3,386 3,447
----- -----
326,749 268,102
Cash and cash equivalents 11,700 46,342
Restricted cash 514 514
Short-term investments - 25,145
Tenant receivables, net of allowances of $1,234 and $1,169 in 2003 and 2002, respectively 6,138 5,695
Deferred charges, net of accumulated amortization 3,398 3,294
Prepaid expenses and other assets 5,267 4,541
----- -----
Total Assets $353,766 $353,633
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage notes payable $105,525 $106,429
Accounts payable and accrued expenses 2,074 1,021
Deferred officers' compensation 365 287
Other liabilities 4,768 4,218
----- -----
Total Liabilities 112,732 111,955
------- -------
Minority Interests 7,320 7,320
----- -----
Preferred Stock, par value $.01 per share; 20,000,000 shares authorized; 8.99%
Series B Senior Cumulative Preferred stock, (liquidation preference of $100
Per share); 150,000 shares issued and outstanding in 2003 and 2002 14,341 14,341
------ ------
Commitments and Contingencies
Stockholders' Equity:
Excess stock, par value $.01 per share; 10,000,000 shares authorized;
none issued and outstanding - -
Common stock, par value $.01 per share; 30,000,000 shares authorized;
6,758,866 and 6,578,572 issued and outstanding shares in 2003 and 2002,
respectively 67 66
Class A Common stock, par value $.01 per share; 40,000,000 shares authorized;
18,536,397 and 18,449,472 issued and outstanding shares in 2003 and 2002,
respectively 185 185
Additional paid in capital 257,388 254,266
Cumulative distributions in excess of net income (32,436) (30,487)
Unamortized restricted stock compensation and officer notes receivable (5,831) (4,013)
------- -------
Total Stockholders' Equity 219,373 220,017
------- -------
Total Liabilities and Stockholders' Equity $353,766 $353,633
======== ========
The accompanying notes to consolidated financial statements are an
integral part of these statements.
3
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share data)
Six Months Ended Three Months Ended
April 30, April 30,
----------------- ------------------
2003 2002 2003 2002
---- ---- ---- ----
Revenues:
Operating rents $28,176 $18,919 $14,856 $9,689
Lease termination income - 515 - -
Interest and other 532 551 171 282
------ ------ ------ -----
28,708 19,985 15,027 9,971
------ ------ ------ -----
Operating Expenses:
Property expenses 8,564 5,796 4,590 2,920
Interest 4,063 1,880 2,028 962
Depreciation 4,692 3,348 2,462 1,680
Amortization 241 275 122 138
General and administrative expenses 1,808 1,510 823 755
Directors' fees and expenses 90 86 41 46
------ ------ ------ -----
19,458 12,895 10,066 6,501
------ ------ ------ -----
Operating Income before Minority Interests 9,250 7,090 4,961 3,470
Minority Interests in Results of Consolidated Joint
Ventures (183) (214) (91) (102)
----- ------ ---- -----
Net Income 9,067 6,876 4,870 3,368
Preferred Stock Dividends (674) (824) (337) (337)
Excess of Carrying Value over Cost to Repurchase
Preferred Shares - 3,071 - -
------ ----- ------- --------
Net Income Applicable to Common and Class A Common
Stockholders $8,393 $9,123 $4,533 $3,031
====== ====== ====== ======
Basic Earnings per Share:
Common $.32 $.53 $.17 $.18
==== ==== ==== ====
Class A Common $.35 $.59 $.19 $.20
==== ==== ==== ====
Diluted Earnings Per Share:
Common $.32 $.52 $.17 $.17
==== ==== ==== ====
Class A Common $.35 $.57 $.19 $.19
==== ==== ==== ====
Dividends Paid Per Share:
Common $.38 $.37 $.19 $.185
==== ==== ==== =====
Class A Common $.42 $.41 $.21 $.205
==== ==== ==== =====
The accompanying notes to consolidated financial statements are an
integral part of these statements.
4
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
Six Months Ended April 30,
2003 2002
---- ----
Operating Activities:
Net income $9,067 $6,876
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 4,933 3,623
Minority interest in results of consolidated joint ventures 183 214
Amortization of restricted stock 536 468
Increase in tenant receivables (443) (638)
Increase in accounts payable and accrued expenses 84 695
Increase in other assets and other liabilities, net (92) (1,799)
------ -----
Net Cash Provided by Operating Activities 14,268 9,439
------ -----
Investing Activities:
Acquisitions of properties (61,503) (5,043)
Acquisition of minority interest - (1,250)
Sale (purchase) of short term investments 25,145 (514)
Deposits on acquisitions - (1,500)
Improvements to properties and deferred charges (1,279) (1,568)
Payments received on mortgage notes receivables 61 28
Net proceeds from sales of properties - 275
Distributions to limited partners of consolidated joint ventures (183) (214)
Payments to Limited Partners of unconsolidated joint venture - (600)
-------- -------
Net Cash Used in Investing Activities (37,759) (10,386)
-------- -------
Financing Activities:
Dividends paid on Common and Class A Common shares (10,342) (6,606)
Dividends paid on Preferred Stock (674) (824)
Sales of additional Common and Class A Common shares 457 6,408
Payments on mortgage notes payable (904) (454)
Proceeds from mortgage notes payable - 1,200
Repurchase of preferred shares - (16,050)
Repayment of officers notes receivable 312 -
-------- --------
Net Cash Used in Financing Activities (11,151) (16,326)
-------- --------
Net Decrease In Cash and Cash Equivalents (34,642) (17,273)
Cash and Cash Equivalents at Beginning of Period 46,342 34,080
------ ------
Cash and Cash Equivalents at End of Period $11,700 $16,807
======= =======
Supplemental Cash Flow Disclosures:
Interest Paid $4,063 $1,880
====== ======
The accompanying notes to consolidated financial statements are an integral part
of these statements.
5
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
(In thousands, except shares and per share data)
Unamortized
Common Stock Class A Common Stock Restricted
------------ ----------------- (Cumulative Stock
Outstanding Outstanding Additional Distributions Compensation
Number of Par Number of Par Paid In In Excess of and Notes
Shares Value Shares Value Capital Net Income) Receivable Total
Balance - October 31 2002 6,578,572 $66 18,449,472 $185 $254,266 $(30,487) $(4,013) $220,017
Net Income applicable to Common
and Class A common stockholders - - - - - 8,393 - 8,393
Cash dividends paid :
Common stock ($.38 per share) - - - - - (2,564) - (2,564)
Class A common stock ($.42
per share) - - - - - (7,778) - (7,778)
Sale of additional shares
under dividend reinvestment plan 6,294 - 9,648 - 193 - - 193
Shares issued under restricted
stock plan 159,500 1 56,200 - 2,665 - (2,666) -
Execises of stock options 14,500 - 21,077 - 264 - - 264
Amortization of restricted stock
compensation - - - - - - 536 536
Repayment of notes receivable from
officers - - - - - - 312 312
--------- --- ---------- ---- -------- --------- -------- --------
Balances - April 30, 2003 6,758,866 $67 18,536,397 $185 $257,388 $(32,436) $(5,831) $219,373
========= === ========== ==== ======== ========= ======== ========
The accompanying notes to consolidated financial statements are an integral part
of these statements.
6
URSTADT BIDDLE PROPERTIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
Business
- --------
Urstadt Biddle Properties Inc. (the Company) is engaged in the acquisition,
ownership and management of commercial real estate, primarily neighborhood and
community shopping centers in the northeastern part of the United States. Other
assets include office and retail buildings and industrial properties. The
Company's major tenants include supermarket chains and other retailers who sell
basic necessities. As of April 30, 2003, the Company owned or had interests in
29 properties containing approximately 3.3 million square feet.
Basis of Presentation
- ---------------------
The accompanying unaudited consolidated financial statements include the
accounts of the Company, its wholly-owned subsidiaries, and joint ventures in
which the Company has the ability to control the affairs of the venture. All
significant intercompany transactions and balances have been eliminated. The
financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Results of operations for the six-month period ended April 30, 2003 are not
necessarily indicative of the results that may be expected for the year ending
October 31, 2003. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's annual report on Form 10-K for the fiscal year ended October 31, 2002.
The preparation of financial statements requires management to make use of
estimates and assumptions that affect amounts reported in the financial
statements as well as certain disclosures. Actual results could differ from
those estimates.
The balance sheet at October 31, 2002 has been derived from audited financial
statements at that date.
Reclassifications
- -----------------
Certain prior year amounts have been reclassified to conform to the current year
presentation.
Federal Income Taxes
- --------------------
The Company has elected to be treated as a real estate investment trust (REIT)
under the Internal Revenue Code, as amended. A REIT, that among other things,
distributes at least 90% of its REIT taxable income will not be taxed on that
portion of its taxable income which is distributed. The Company believes it
qualifies and intends to continue to qualify as a REIT.
Earnings Per Share
- ------------------
Basic EPS excludes the impact of dilutive shares and is computed by dividing net
income applicable to Common and Class A Common stockholders by the weighted
number of Common shares and Class A Common shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur if securities or
other contracts to issue Common shares or Class A Common shares were exercised
or converted into Common shares or Class A Common shares and then shared in the
earnings of the Company. Since the cash dividends declared on the Company's
Class A Common stock are higher than the dividends declared on the Common Stock,
basic and diluted EPS have been calculated using the "two-class" method. The
two-class method is an earnings allocation formula that determines earnings per
share for each class of common stock according to the weighted average of the
dividends declared, outstanding shares per class and participation rights in
undistributed earnings.
7
The following table sets forth the reconciliation between basic and diluted EPS
(in thousands):
Six Months Ended Three Months Ended
April 30, April 30,
------------------- ------------------
2003 2002 2003 2002
Numerator
Net income applicable to common stockholders - basic $1,990 $3,213 $1,076 $1,061
Effect of dilutive securities:
Operating partnership units 71 70 37 30
------ ------ ------ ------
Net income applicable to common stockholders - diluted $2,061 $3,283 $1,113 $1,091
====== ====== ====== ======
Denominator
Denominator for basic EPS-weighted average common shares 6,246 6,013 6,250 6,024
Effect of dilutive securities:
Stock options and awards 232 303 239 295
Operating partnership units 55 55 55 55
----- ----- ----- -----
Denominator for diluted EPS - weighted average common equivalent shares 6,533 6,371 6,544 6,374
===== ===== ===== =====
Numerator
Net income applicable to Class A common Stockholders-basic $6,403 $5,910 $3,457 $1,970
Effect of dilutive securities:
Operating partnership units 112 110 54 60
------ ------ ------ ------
Net income applicable to Class A common Stockholders - diluted $6,515 $6,020 $3,511 $2,030
====== ====== ====== ======
Denominator
Denominator for basic EPS - weighted average Class A common shares 18,187 9,980 18,195 10,095
Effect of dilutive securities:
Stock options and awards 195 234 199 259
Operating partnership units 310 310 310 310
------ ------ ------ ------
Denominator for diluted EPS - weighted average
Class A Common equivalent shares 18,692 10,524 18,704 10,664
====== ====== ====== ======
Segment Reporting
- -----------------
The Company operates in one industry segment, ownership of commercial real
estate properties which are located principally in the northeastern United
States. Management reviews operating and financial data for each property
separately and independently from all other properties when making resource
allocation decisions and measuring performance.
Recently Issued Accounting Pronouncements
- -----------------------------------------
In December 2002, the FASB issued SFAS No.148 "Accounting for Stock-Based
Compensation-Transition and Disclosure". This statement amends SFAS No. 123 to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation and
amends the disclosure requirements of SFAS No. 123. The Company adopted this
standard in the first quarter of fiscal 2003 and it did not have an impact since
the Company continues to use the intrinsic value method as set forth in APB No.
25.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This statement
establishes standards for classifying and measuring as liabilities certain
financial instruments that embody obligations of the issuer and have
characteristics of both liabilities and equity. The statement is effective for
all financial instruments created or modified after June 15, 2003. The Company
does not expect the statement to have a material impact on the Company's
financial position or results of operations.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities. This Interpretation clarifies the application of
existing accounting pronouncements to certain entities in which equity investors
do not have the characteristics of a controlling financial interest or do not
have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The provisions of
the Interpretation are effective for all variable interests in variable interest
entities created after January 31, 2003, and will apply to any existing variable
interests in variable interest entities no later than September 30, 2003. We do
not believe that this Interpretation will have a significant impact on our
financial statements.
8
2. CORE PROPERTIES
In December 2002, the Company acquired the Westchester Pavilion Shopping Center
in White Plains, New York, a 185,000 square foot property for $39.9 million in
an all cash transaction and the Orange Meadows Shopping Center in Orange,
Connecticut, a 78,000 square foot property for $11.3 million in an all cash
transaction. In February 2003, the Company acquired the Greens Farms Plaza
Shopping Center, in Westport, Connecticut, a 40,000 square foot property for
$10.1 million in an all cash transaction.
In connection with the purchase of the Orange Meadows property, the Company has
agreed to pay the seller on September 20, 2003 an additional amount pursuant to
an agreed formula but not less than $969,000. The minimum additional amount is
included in Accounts Payable in the accompanying consolidated balance sheet at
April 30, 2003.
The Company intends to account for the acquisitions of the Westchester Pavilion,
Orange Meadows, and Greens Farms Plaza properties in accordance with SFAS 141
and 142. Accordingly, the Company is currently in the process of analyzing the
fair value of in-place leases; and, consequently, no value has yet been assigned
to the leases. Accordingly, the purchase price allocation is preliminary and may
be subject to change.
3. MORTGAGE NOTES PAYABLE AND LINES OF CREDIT
At April 30, 2003, the Company had ten non-recourse first mortgage notes payable
totaling $105,525,000 due in installments over various terms extending to the
fiscal year 2011 at fixed rates of interest ranging from 6.29% to 8.375%. The
mortgage notes payable are collateralized by real estate investments having a
net carrying value of approximately $168,800,000 as of April 30, 2003.
The Company has a secured revolving line of credit with a bank which permits
borrowings up to $18.75 million. The agreement expires in October 2005 and is
secured by first mortgage liens on two properties. Interest on outstanding
borrowings is at a variable rate of prime + 1/2% or LIBOR + 1.5%. The agreement
requires the Company to maintain certain debt service coverage ratios during its
term and provides for a permanent reduction in the revolving credit loan amount
of $625,000 annually. The Company also has a $20 million unsecured line of
credit which expires in January 2004. Outstanding borrowings bear interest at
prime rate + 1/2 or LIBOR + 2 1/2%. Extensions of credit under the arrangement
are at the bank's discretion and subject to the bank's satisfaction of certain
conditions. There were no borrowings outstanding under either line of credit at
April 30, 2003.
4. PREFERRED STOCK
In November 2001, the Company repurchased 200,000 shares of its Series B
Preferred Stock for a purchase price of $16,050,000 in a negotiated transaction
with a holder of the preferred shares. The Company recorded the excess of the
carrying value over the cost to repurchase the preferred shares ($3,071,000) as
an increase to net income applicable to Common and Class A Common stockholders
in the accompanying consolidated statement of income for the six months ended
April 30, 2002.
5. STOCKHOLDERS EQUITY
The Company has a restricted stock plan for key employees and directors of the
Company. The plan authorizes grants as an incentive for future services of up to
1,050,000 shares (350,000 shares each of Class A Common stock and Common stock
and 350,000 shares, which at the discretion of the Company's compensation
committee, maybe awarded in any combination of Class A Common or Common Stock).
In January 2003, the Company awarded 56,200 shares of Class A Common stock and
159,500 shares of Common stock to participants in the Plan. The shares vest
between five and ten years after the date of grant. As of April 30, 2003, the
Company has awarded 509,500 shares of Common stock and 339,250 shares of Class A
Common Stock to participants in the plan (of which 13,250 shares each of Common
Stock and Class A Common Stock are vested). Dividends on vested and non-vested
shares are paid as declared. The market value of shares awarded has been
recorded as unamortized restricted stock compensation and is being amortized to
expense over the vesting period.
6. STOCK OPTION PLAN
The Company has a stock option plan whereby 824,093 Common shares and 743,003
Class A Common shares were reserved for issuance to key employees and non-
employee Directors of the Company. At April 30, 2003, options to purchase 59,376
Common shares and 45,733 Class A Common shares respectively, are outstanding.
The options granted were at fair market value on the date of the grant, have a
duration of ten years from the date of grant and are generally exercisable in
installments over a maximum period of four years from the date of grant. Had
compensation cost for stock options granted been determined based on the fair
value on the grant date consistent with the provisions of SFAS 123, there would
have been no effect on the Company's net income and earnings per share in each
of the six month and three month periods ended April 30, 2003 and 2002.
9
7. PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma financial information set forth below is based upon the
Company's historical consolidated statements of income for the six months ended
April 30, 2003 and 2002 adjusted to give effect to the acquisitions of the
Ridgeway Shopping Center, Westchester Pavilion, the Orange Meadows Shopping
Center, the Greens Farms Plaza Shopping Center, and the issuance of 8,050,000 of
Class A Common stock as though these transactions were completed on November 1,
2001.
The pro forma financial information is presented for informational purposes only
and may not be indicative of what the actual results of operations would have
been had the transactions occurred as of November 1, 2001, nor does it purport
to represent the results of future operations. (Amounts in thousands, except per
share figures).
Six Months Ended April 30,
2003 2002
---- ----
Pro forma revenues: $30,135 $30,064
Pro forma net income applicable to Common
And Class A Common Stockholders: $9,023 $12,128
Pro forma basic shares outstanding:
Common and Common Equivalent 6,246 6,013
===== =====
Class A Common and Class A Common Equivalent 18,187 18,030
====== ======
Pro forma diluted shares outstanding:
Common and Common Equivalent 6,533 6,371
===== =====
Class A Common and Class A Common Equivalent 18,691 18,574
====== ======
Pro forma earnings per share:
Basic:
Common $.34 $.47
==== ====
Class A Common $.38 $.52
==== ====
Diluted:
Common $.34 $.46
==== ====
Class A Common $.37 $.51
==== ====
8. SUBSEQUENT EVENT, COMMITMENT AND CONTINGENCIES
On May 29, 2003, the Company completed the private placement of 400,000 shares
of 8.5% Series C Senior Cumulative Preferred Stock, par value $.01 per share.
The Series C Preferred Stock has no stated maturity, is non-voting and is not
convertible into other securities of the Company. On or after May 29, 2013, the
Series C Preferred Stock may be redeemed by the Company at its option at a
redemption price of $100 per share. The Series C Preferred Stock contains
covenants which require the Company to maintain certain financial coverages
relating to fixed charge and capitalization ratios.
The Company has contracted to purchase a retail property containing 129,000
square feet for a purchase price of approximately $22 million.
In the normal course of business, from time to time, the Company is involved in
legal actions relating to the ownership and operations of its properties. In
management's opinion, the liabilities, if any that may ultimately result from
such legal actions are not expected to have a material adverse effect on the
consolidated financial position, results of operations or liquidity of the
Company.
10
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity and Capital Resources
General
Urstadt Biddle Properties Inc. (Company), a real estate investment trust (REIT),
is engaged in the acquisition, ownership and management of commercial real
estate, primarily neighborhood and community shopping centers in the
northeastern part of the United States. Other real estate assets include office
and retail buildings and industrial properties. The Company's major tenants
include supermarket chains and other retailers who sell basic necessities. At
April 30, 2003, the Company owned or had interest in 29 properties containing a
total of 3.3 million square feet of leasable area.
This report includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements, other than statements of historical facts, included
in this report that address activities, events or developments that the Company
expects, believes or anticipates will or may occur in the future, including such
matters as future capital expenditures, dividends and acquisitions (including
the amount and nature thereof), expansion and other development trends of the
real estate industry, business strategies, expansion and growth of the Company's
operations and other such matters are forward-looking statements. These
statements are based on certain assumptions and analyses made by the Company in
light of its experience and its perception of historical trends, current
conditions, expected future developments and other factors it believes are
appropriate. Such statements are subject to a number of assumptions, risks and
uncertainties, general economic and business conditions, the business
opportunities that may be presented to and pursued by the Company, changes in
laws or regulations and other factors, many of which are beyond the control of
the Company. Any such statements are not guarantees of future performance and
actual results or developments may differ materially from those anticipated in
the forward-looking statements.
Sources of Capital
The Company's sources of liquidity and capital resources include its cash and
cash equivalents, proceeds from bank borrowings and long-term mortgage debt,
capital financings and sales of real estate investments. Payments of expenses
related to real estate operations, debt service, management and professional
fees, and dividend requirements place demands on the Company's short-term
liquidity. The Company expects to meet its short-term liquidity requirements
primarily by generating net cash from the operations of its properties. The
Company believes that its net cash provided by operations will be sufficient to
fund its short-term liquidity requirements for fiscal 2003 and to meet its
dividend requirements necessary to maintain its REIT status. For the six months
ended April 30, 2003 and 2002, net cash provided by operations amounted to $14.2
million and $9.4 million, respectively. Dividends paid to stockholders of the
Company in the comparable periods amounted to $11.0 million and $7.4 million,
respectively. The Company derives substantially all of its revenues from tenants
under existing leases at its properties. The Company's operating cash flow
therefore depends on the rents that it is able to charge to its tenants, and the
ability of its tenants to make rental payments. The Company believes that the
nature of the properties in which it typically invests - primarily
grocery-anchored neighborhood and community shopping centers - provides a more
stable revenue flow in uncertain economic times, in that consumers still need to
purchase basic staples and convenience items. However, even in the geographic
areas in which the Company owns properties, general economic downturns may
adversely impact the ability of the Company's tenants to make lease payments and
the Company's ability to re-lease space as leases expire. In either of these
cases, the Company's cash flow could be adversely affected.
The Company expects to fund its long-term liquidity requirements such as
property acquisitions, repayment of indebtedness and capital expenditures
through other long-term indebtedness (including indebtedness assumed in
acquisitions), proceeds from sales of non-core properties and/or the issuance of
equity securities. The Company believes that these sources of capital will
continue to be available to it in the future to fund its long-term capital
needs; however, there are certain factors that may have a material adverse
effect on its access to capital sources. The Company's ability to incur
additional debt is dependent upon its existing leverage, the value of its
unencumbered assets and borrowing limitations imposed by existing lenders. The
Company's ability to raise funds through sales of equity securities is dependent
on, among other things, general market conditions for REITs, market perceptions
about the Company and its stock price in the market. The Company's ability to
sell properties in the future to raise cash will be dependent upon market
conditions at the time of sale.
11
At April 30, 2003, the Company had cash and cash equivalents of $11.7 million
compared to $46.3 million at October 31, 2002. The Company's cash positions
reflect the temporary investment of the remaining net proceeds received from the
sales of the Company's Class A Common shares in fiscal 2002.
Financings
In May 2003, the Company completed the sale of $40 million of a new Series C
Cumulative Preferred Stock issue in a private offering. The preferred shares are
redeemable at the option of the Company on or after May 29, 2013. The Series C
Preferred Stock issue entitles the holders to a 8.5% cumulative dividend.
The net proceeds of the stock sale are expected to be used to acquire income
producing properties consistent with the Company's current business strategy and
to fund renovations on, or capital improvements in connection with, the
Company's existing properties, including tenant improvements. Pending such use
of the net proceeds, the Company may use the net proceeds to make investments in
short-term income-producing securities.
At April 30, 2003, the Company had a $18.75 million secured revolving credit
facility with a bank which expires in fiscal 2005 and a conditional $20 million
unsecured revolving line of credit with the same bank. In January 2003, the
unsecured credit line was extended on the same terms as the expiring arrangement
for an additional one year period. The unsecured credit line expires in January
2004. Both revolving credit lines are available to finance future acquisitions,
management and/or development of commercial real estate, refinance indebtedness
and for working capital purposes. Extensions of credit under the unsecured
credit line are at the bank's discretion and subject to the bank's satisfaction
of certain conditions. There were no borrowings during the period under either
credit line and there were no outstanding borrowings on either line of credit at
April 30, 2003.
The Company is exposed to interest rate risk primarily through its borrowing
activities. There is inherent rollover risk for borrowings as they mature and
are renewed at current market rates. The extent of this risk is not quantifiable
or predictable because of the variability of future interest rates and the
Company's future financing requirements.
At April 30, 2003, the Company's contractual obligations for borrowings are as
follows:
Payments Due by Period Amount
Less than 1 year $ 938,000
1 to 3 years $ 4,124,000
4 to 5 years $20,153,000
After 5 years $80,310,000
Borrowings consist of $105,525,000 of fixed rate mortgage loan indebtedness with
a weighted average interest rate of 7.53% at April 30, 2003. The mortgage loans
are secured by fourteen properties and have fixed rates of interest ranging from
6.29% to 8.375%. The Company may refinance certain of these borrowings, at or
prior to maturity, through new mortgage loans on real estate. The ability to do
so, however, is dependent upon various factors, including the income level of
the properties, interest rates and credit conditions within the commercial real
estate market. Accordingly, there can be no assurance that such refinancings can
be achieved.
Capital Expenditures
The Company invests in its existing properties and regularly incurs capital
expenditures in the ordinary course of business to maintain its properties. The
Company believes that such expenditures enhance the competitiveness of its
properties. During the first six months of fiscal 2003, the Company spent
approximately $1.3 million for capital expenditures principally related to
tenant allowances and commissions in connection with the Company's leasing
activities. The amounts of these expenditures can vary significantly depending
on tenant negotiations, market conditions and rental rates. The Company has
budgeted an additional $2 million for known capital improvement and leasing
costs in the balance of fiscal 2003. These expenditures are generally funded
from operating cash flows or borrowings.
12
Acquisitions and Sales
In December 2002, the Company acquired the Westchester Pavilion Shopping Center
in White Plains, New York, a 185,000 square foot property for $39.9 million in
an all cash transaction. The property is currently 100% leased. Also in December
2002, the Company acquired the Orange Meadows Shopping Center in Orange,
Connecticut, a 78,000 square foot property for $11.3 million in an all cash
transaction. The property is currently 87% leased. In February 2003, the Company
acquired the Greens Farms Plaza in Westport, Connecticut, a 40,000 square foot
property for $10.1 million in an all cash transaction.
The Company has also contracted to acquire a shopping center for a purchase
price of approximately $22 million. The property is located in the Company's
preferred geographic area of Westchester County, New York. The transaction is
expected to close in fiscal 2003.
In a prior year, the Company's Board of Directors expanded and refined the
strategic objectives of the Company to refocus its real estate portfolio into
one of self-managed retail properties located in the northeast and authorized a
plan to sell the non-core properties of the Company in the normal course of
business over a period of several years. The Company intends to sell the
non-core properties as opportunities become available. The Company has
selectively effected asset sales to generate cash proceeds over the last several
years. The Company's ability to generate cash from asset sales is dependent upon
market conditions and will necessarily be limited if market conditions make such
sales unattractive. At April 30, 2003, the remaining non-core properties total
four properties with a net book value of approximately $11.5 million and consist
of two distribution service facilities, one office building and one retail
property (all of which are located outside of the northeast region of the United
States).
Funds from Operations
The Company considers Funds from Operations ("FFO") to be an appropriate
financial measure of an equity REIT's operating performance. The Company
computes FFO in accordance with standards established by the National Assocation
of Real Estate Investment Trusts ("NAREIT). FFO is defined as net income
(computed in accordance with generally accepted accounting principles (GAAP)),
plus depreciation and amortization, excluding gains (or losses) from sales of
property and debt restructuring and after adjustments for unconsolidated joint
ventures. FFO does not represent cash flows from operations as defined by GAAP
and should not be considered an alternative to net income as an indication of
the Company's operating performance or for cash flows as a measure of liquidity
or its dividend paying capacity. Furthermore, FFO as disclosed by other REITs
may not be comparable to the Company's calculation of FFO. The table below
provides a reconciliation of net income in accordance with GAAP to FFO for the
six months ended April 30, 2003 and 2002 (amounts in thousands).
Six Months Ended April 30,
2003 2002
---- ----
Net Income applicable to common and class A common stockholders $8,393 $9,123
Plus: Real property depreciation 3,697 2,472
Amortization of tenant improvements and allowances 995 876
Amortization of deferred leasing costs 241 275
Minority Interest 183 214
Less: Excess of carrying value over cost to repurchase preferred shares - (3,071)
------- ------
Funds from Operations (Diluted) $13,509 $9,889
======= ======
Net Cash Provided by Operating Activities $ 14,268 $ 9,439
======== =======
Net Cash Used in Investing Activities $ (37,759) $(10,386)
========== =========
Net Cash Used in Financing Activities $ (11,151) $ (16,326)
========== ==========
13
Results of Operations
Comparison of the Six Months and Three Months Ended April 30,2003 to the Six
Months and Three Months Ended April 30, 2002
Revenues
Revenues from operating leases increased 48.9% to $28.2 million for the six
months ended April 30, 2003 compared to $18.9 million in the corresponding six
month period in fiscal 2002. For the three months ended April 30, 2003 revenues
from operating leases increased 53.3% to $14.9 million as compared to $9.7
million in the corresponding period in fiscal 2002. Recoveries from tenants
which represent reimbursements from tenants for property operating expenses and
property taxes increased by $2.6 million and $1.4 million for the six months and
three month periods ended April 30, 2003 primarily from new property
acquisitions and because recoverable expenses increased. The increase in
operating lease revenues in the six month and three month periods resulted from
additional rental revenues from new properties acquired and leasing of
previously vacant space at the Company's core properties. Since the first
quarter of fiscal 2002, the Company has acquired four properties containing
661,000 square feet of leasable space. Rents from recently acquired properties
increased operating lease income by $8.2 and $4.7 million during the six month
and three month periods in fiscal 2003. At April 30, 2003, the overall leasing
levels at the Company's properties were 96% compared to 98% leased at the end of
the second quarter of fiscal 2002. The decrease in leased percentage resulted
from the loss of a tenant occupying 94,000 square feet at the Company's office
property in Southfield, Michigan who re-leased 32,400 square feet of its
previously occupied space. During the first six months of fiscal 2003, the
Company leased or renewed approximately 204,000 square feet of space.
During 2002, the Company recorded a lease cancellation payment in the amount of
$515,000 received from a tenant who terminated its lease. The vacant space was
subsequently re-leased during the year.
Interest income increased from the temporary investment of a portion of the net
proceeds from the sale of the Company's Class A Common shares in June 2002 into
short-term cash investments.
Expenses
Operating expenses, including depreciation and amortization, increased 50.9% and
54.8% to $19.4 million and $10.1 million in the six month and three month
periods ended April 30, 2003, respectively compared to $12.9 million and $6.5
million in the same periods in the previous year. Property expenses increased to
$8.6 million and $4.6 million in the six-month and three-month periods ended
April 30, 2003. Property expenses includes the incremental expense of recently
acquired properties which increased property expenses by $2.4 million and $1.5
million in the six month and three month periods ended April 30, 2003,
respectively. Property expenses for properties owned during both six-month and
three-month periods of fiscal 2003 and 2002 increased by $387,000 or 6.7% and
$234,000 or 8.1% from higher property taxes, insurance costs, and snow removal
expenses.
Interest expense in the six month and three month periods ended April 30, 2003
increased principally from new mortgage loans totaling $59.6 million assumed in
connection with property acquisitions completed in 2002.
Depreciation expense increased $1.3 million and $.8 million in the six month and
three month periods ended April 30, 2003 compared to the same periods last year.
The increases are due to additional depreciation on $61 million spent on
property acquisitions this year.
General and administrative expenses increased $298,000 and $68,000 in the six
month and three month periods ended April 30, 2003, respectively compared to the
same periods in 2002. The increases are due primarily to higher compensation
costs.
In the first quarter of fiscal 2002, the Company repurchased 200,000 shares of
its Series B Preferred Stock for a purchase price of $16,050,000 in a negotiated
transaction with a holder of the preferred shares. The Company has recorded the
excess of the carrying value over the cost to repurchase the preferred shares of
$3,071,000 as an increase in net income applicable to Common and Class A Common
stockholders in that period.
14
Application of Critical Accounting Policies
Critical accounting policies are those that are both important to the
presentation of the Company's financial condition and results of operations and
require management's most difficult, complex or subjective judgments. The
Company's critical accounting policies are those applicable to the evaluation of
the collectibility of accounts and notes receivable and the evaluation of
impairment of long-term assets.
The allowance for doubtful accounts and notes receivable is established based on
quarterly analysis of the risk of loss on specific accounts. The analysis places
particular emphasis on past-due accounts and considers information such as the
nature and age of the receivables, the payment history of the tenants or other
debtors, the financial condition of the tenants and management's assessment of
their ability to meet their lease obligations, the basis for any disputes and
the status of related negotiations, among other things. Management's estimates
of the required allowance is subject to revision as these factors change and is
sensitive to the effects of economic and market conditions on tenants,
particularly those at retail centers.
Rental revenue is recognized on a straight-line basis over the term of the
lease. The excess of rents recognized over amounts contractually due pursuant to
the underlying leases is included in tenant receivables on the accompanying
balance sheets. It is the Company's policy to maintain an allowance for future
tenant credit losses of approximately 10% of the deferred straight line rent
receivable balance.
On a periodic basis, management assesses whether there are any indicators that
the value of the real estate properties and mortgage notes receivable may be
impaired. To the extent impairment has occurred, the loss is measured as the
excess of the carrying amount of the property over the fair value of the asset.
Management does not believe that the value of any of its rental properties or
mortgage notes receivable is impaired at April 30, 2003.
Inflation
The Company's long-term leases contain provisions to mitigate the adverse impact
of inflation on its operating results. Such provisions include clauses entitling
the Company to receive (i) scheduled base rent increases and (ii) percentage
rents based upon tenants' gross sales, which generally increase as prices rise.
In addition, many of the Company's non-anchor leases are for terms of less than
ten years, which permits the Company to seek increases in rents upon renewal at
then current market rates if rents provided in the expiring leases are below
then existing market rates. Most of the Company's leases require tenants to pay
a share of operating expenses, including common area maintenance, real estate
taxes, insurance and utilities, thereby reducing the Company's expose to
increases in costs and operating expenses resulting from inflation.
Environmental Matters
Based upon management's ongoing review of its Properties, management is not
aware of any environmental condition with respect to any of the Company's
properties which would be reasonably likely to have a material adverse effect on
the Company. There can be no assurance, however, that (i) the discovery of
environmental conditions, which were previously unknown, (ii) changes in law,
(iii) the conduct of tenants or (iv) activities relating to properties in the
vicinity of the Company's properties, will not expose the Company to material
liability in the future. Changes in laws increasing the potential liability for
environmental conditions existing on properties or increasing the restrictions
on discharges or other conditions may result in significant unanticipated
expenditures or may otherwise adversely affect the operations of the Company's
tenants, which would adversely affect the Company's financial condition and
results of operations.
Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to interest rate risk primarily through its borrowing
activities. There is inherent rollover risk for borrowings as they mature and
are renewed at current market rates. The extent of this risk is not quantifiable
or predictable because of the variability of future interest rates and the
Company's future financing requirements.
During the six months period ended April 30, 2003 and 2002, the Company has no
outstanding borrowings under either of its secured or unsecured lines of credit
arrangements.
The Company has not, and does not plan to, enter into any derivative financial
instruments for trading or speculative purposes. As of April 30, 2003 the
Company had no other material exposure to market risk.
15
Item 4 CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based on their evaluation as of a date within 90 days of the filing date of this
Quarterly Report on Form 10-Q, the Company's principal executive officer and
principal financial officer have concluded that its disclosure and controls
procedures (as defined in Rules 13a-14 and 15d-14 under the Exchange Act) are
effective to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms.
Changes in Internal Controls
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
16
Part II - Other Information
Item 1. Legal Proceedings
The Company is not involved in any litigation, nor to its
knowledge is any litigation threatened against the Company or
its subsidiaries, that in management's opinion, would result
in a material adverse effect on the Company's ownership,
management or operation of its properties, or which is not
covered by the Company's liability insurance.
Item 4. Submission of Matters to a Vote of Security Holders
In connection with the Annual Meeting of Stockholders held on
March 12, 2003, stockholders were asked to vote on the
following matters:
1. Election of three Directors (Class III directors) to serve
for three years:
Director For Withheld
--------- --- --------
Robert R. Douglass 6,515,893 123,776
George H.C. Lawrence 6,520,443 119,226
Charles J. Urstadt 6,503,734 135,935
2. Ratification of the appointment of Ernst & Young LLP as
independent auditors for the fiscal year ending October 31,
2003:
For: 6,499,202; Against: 119,009; Abstain: 21,458
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification of the Chief Executive Officer and
Chief Financial Officer of Urstadt Biddle Properties
Inc. pursuant to Section 906 of Sarbanes-Oxley Act
of 2002.
(b) Reports on Form 8-K
During the quarter ended April 30, 2003, the Registrant filed
with the Commission:
(1) A Current Report on Form 8-K dated April 29, 2003. Such
report referred under Item 5 to press release published by
the Company on April 28, 2003 announcing a proposal to
offer, subject to market and other conditions, up to $40
million of a new Series C Senior cumulative Preferred
Stock in a private offering.
17
S I G N A T U R E S
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.
URSTADT BIDDLE PROPERTIES INC.
(Registrant)
By /s/ Charles J. Urstadt
-------------------------
Charles J. Urstadt
Chairman and
Chief Executive Officer
By: /s/ James R. Moore
---------------------------
James R. Moore
Executive Vice President/
Chief Financial Officer
(Principal Financial Officer
Dated: June 11, 2003 and Principal Accounting
Officer)
18
Certification
I, Charles J. Urstadt, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ended
April 30, 2003 of Urstadt Biddle Properties Inc;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days before the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls;
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 11, 2003
/s/ Charles J. Urstadt
----------------------
Charles J. Urstadt
Chairman and
Chief Executive Officer
19
Certification
I, James R. Moore, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ended
April 30, 2003 of Urstadt Biddle Properties Inc;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days before the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls;
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 11, 2003 /s/ James R. Moore
------------------
James R. Moore
Executive Vice President
and
Chief Financial Officer
20