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 July 31, 2004
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
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
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes X No
As of September 8, 2004, the number of shares of the Registrant's classes of
Common Stock and Class A Common Stock was: 7,141,701 Common Shares, par value
$.01 per share and 18,635,461 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 - July 31, 2004 and October 31, 2003.
Consolidated Statements of Income - Three and nine months ended July
31, 2004 and 2003.
Consolidated Statements of Cash Flows - Nine months ended July 31, 2004
and 2003.
Consolidated Statements of Stockholders' Equity - Nine months ended
July 31, 2004.
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 and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
2
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
July 31, October 31,
ASSETS 2004 2003
---- ----
Real Estate Investments:
Core properties-- at cost, net of accumulated depreciation $336,030 $330,920
Non-core properties - at cost, net of accumulated depreciation 10,593 11,215
Mortgage notes receivable 2,128 2,184
------- -------
348,751 344,319
Cash and cash equivalents 23,835 22,449
Restricted cash 1,164 1,098
Marketable securities 4,513 9,532
Tenant receivables, net of allowances of $1,869 and $1,369, respectively 10,911 8,815
Prepaid expenses and other assets 4,011 3,276
Deferred charges, net of accumulated amortization 3,148 3,229
-------- --------
Total Assets $396,333 $392,718
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Mortgage notes payable $107,987 $104,588
Accounts payable and accrued expenses 1,357 2,743
Deferred officers' compensation 480 401
Other liabilities 5,195 5,243
------- -------
Total Liabilities 115,019 112,975
------- -------
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 14,341 14,341
8.50% Series C Senior Cumulative Preferred Stock, (liquidation preference of $100
per Share); 400,000 issued and outstanding 38,406 38,406
------ ------
Total Preferred Stock 52,747 52,747
------ ------
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;
7,141,701 and 6,817,771 issued and outstanding shares, respectively 71 68
Class A Common stock, par value $.01 per share; 40,000,000 shares authorized;
18,635,461 and 18,548,453 issued and outstanding shares, respectively 186 185
Additional paid in capital 263,850 258,296
Cumulative distributions in excess of net income (35,828) (33,611)
Other comprehensive income 363 -
Unamortized restricted stock compensation and officers notes receivable (7,395) (5,262)
------- -------
Total Stockholders' Equity 221,247 219,676
------- -------
Total Liabilities and Stockholders' Equity $396,333 $392,718
======== ========
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)
Nine Months Ended Three Months Ended
July 31, July 31,
--------- ---------
2004 2003 2004 2003
---- ---- ---- ----
Revenues:
Base Rents $37,686 $33,940 $12,568 $11,947
Recoveries from tenants 10,779 9,348 3,243 3,165
Lease termination income 542 - - -
Interest and other 582 833 165 301
------ ------ ------ ------
49,589 44,121 15,976 15,413
------ ------ ------ ------
Operating Expenses:
Property operating 8,109 7,566 2,677 2,578
Property taxes 6,584 5,474 2,200 1,898
Interest 6,064 6,083 2,065 2,020
Depreciation and amortization 8,322 7,598 2,828 2,665
General and administrative expenses 2,602 2,466 723 658
Directors' fees and expenses 155 134 50 44
------ ------ ------ -----
31,836 29,321 10,543 9,863
------ ------ ------ -----
Operating Income before Minority Interests 17,753 14,800 5,433 5,550
Minority Interests in Results of Consolidated Joint Ventures (275) (274) (92) ( 91)
------ ------ ----- -----
Net Income 17,478 14,526 5,341 5,459
Preferred Stock Dividends (3,561) (1,606) (1,187) (932)
------- ------- ------- -----
Net Income Applicable to Common and Class A Common Stockholders
$13,917 $12,920 $4,154 $4,527
======= ======= ====== ======
Basic Earnings per Share:
Common $.53 $.49 $.16 $.17
==== ==== ==== ====
Class A Common $.58 $.54 $.17 $.19
==== ==== ==== ====
Diluted Earnings Per Share:
Common $.52 $.48 $.15 $.17
==== ==== ==== ====
Class A Common $.57 $.54 $.17 $.19
==== ==== ==== ====
Dividends Paid Per Share:
Common $.585 $.57 $.195 $.19
===== ==== ===== ====
Class A Common $.645 $.63 $.215 $.21
===== ==== ===== ====
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)
Nine Months Ended July 31,
2004 2003
---- ----
Operating Activities:
Net income $17,478 $14,526
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 8,322 7,598
Amortization of restricted stock 982 821
Minority interests 275 274
Increase in tenant receivables (2,096) (1,556)
Decrease in accounts payable and accrued expenses (1,386) (76)
(Increase) Decrease in other assets and other liabilities, net (693) 751
Increase in restricted cash (66) -
------ ------
Net Cash Provided by Operating Activities 22,816 22,338
------ ------
Investing Activities:
Acquisitions of properties (6,447) (83,188)
Sales of marketable securities 5,382 8,272
Improvements to properties and deferred charges (1,394) (1,820)
Distributions to limited partners of consolidated joint ventures (275) (274)
Payments received on mortgage notes receivables 56 1,246
------- --------
Net Cash Used in Investing Activities (2,678) (75,764)
------- --------
Financing Activities:
Net proceeds from sale of Series C Preferred Stock - 38,465
Sales of additional Common and Class A Common shares 2,310 680
Dividends paid on Common and Class A Common shares (16,134) (15,518)
Dividends paid on Preferred Stock (3,561) (1,606)
Payments on mortgage notes payable (1,500) (1,368)
Repayment of officers notes receivable 133 312
-------- ------
Net Cash (Used In) Provided by Financing Activities (18,752) 20,965
-------- ------
Net Increase (Decrease) In Cash and Cash Equivalents 1,386 (32,461)
Cash and Cash Equivalents at Beginning of Period 22,449 46,342
------ ------
Cash and Cash Equivalents at End of Period $23,835 $13,881
======= =======
Supplemental Cash Flow Disclosures:
Interest Paid $6,064 $6,083
====== ======
Supplemental Disclosure of Non-Cash Financing Activities:
Assumption of mortgage notes payable upon acquisition of properties $4,682 $-
====== ==
The accompanying notes to consolidated financial statements are an integral part
of these statements.
5
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
(In thousands,except shares and per share data)
Unamortized
Restricted
Common Stock Class A Common Stock Stock
---------------- ----------------- (Cumulative Compensation
Outstanding Outstanding Additional Distributions Other and Officers
Number of Par Number of Par Paid In In Excess of Comprehensive Notes
Shares Value Shares Value Capital Net Income Income Receivable Total
------ ----- ------ ----- ------- ---------- ------ ---------- -----
Balances - October 31, 2003 6,817,771 $68 18,548,453 $185 $258,296 $(33,611) $ - $(5,262) $219,676
Comprehensive income:
Net income applicable to Common
and Class A common stockholders - - - - - 13,917 - - 13,917
Unrealized gains on marketable
securities - - - - - - 363 - 363
---
Total Comprehensive income 14,280
Cash dividends paid:
Common stock ($.585 per share) - - - - - (4,122) - - (4,122)
Class A common stock
($.645 per share) - - - - - (12,012) - - (12,012)
Sales of shares under dividend
reinvestment plan 137,930 1 13,571 - 2,117 - - - 2,118
Shares granted under restricted
stock plan 175,500 2 58,625 1 3,245 - - (3,248) -
Exercise of stock options 10,500 - 14,812 - 192 - - - 192
Amortization of restricted
stock compensation - - - - - - - 982 982
Repayment of officer's
note receivable - - - - - - - 133 133
--------- --- ---------- ---- -------- --------- ---- -------- --------
Balances - July 31, 2004 7,141,701 $71 18,635,461 $186 $263,850 $(35,828) $363 $(7,395) $221,247
========= === ========== ==== ======== ========= ==== ======== ========
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 July 31, 2004, the Company owned or had interests in 34
properties containing approximately 3.4 million square feet of leasable area.
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. Control
is determined where the joint venture agreement provides that the limited
partners: 1) have no rights to participate in or exercise control or management
over the respective joint ventures and 2) do not have any financial or operating
control over the joint ventures. In certain instances, the limited partners may
have protective rights under the partnership agreements regarding the sale or
refinance of the respective properties to preserve their federal tax positions
for a limited period of time. 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 nine-month period ended July 31,
2004 are not necessarily indicative of the results that may be expected for the
year ending October 31, 2004. 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,
2003. 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, 2003 has been derived from
audited financial statements at that date.
Reclassifications
Certain prior period 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):
Nine Months Ended Three Months Ended
July 31, July 31,
2004 2003 2004 2003
---- ---- ---- ----
Numerator
Net income applicable to common stockholders - basic $3,355 $3,064 $1,007 $1,074
Effect of dilutive securities:
Operating partnership units 140 110 45 40
------ ------ ------ ------
Net income applicable to common stockholders - diluted $3.495 $3,174 $1,052 $1,114
====== ====== ====== ======
Denominator
Denominator for basic EPS-weighted average common shares 6,388 6,252 6,439 6,263
Effect of dilutive securities:
Stock options and awards 339 244 349 266
Operating partnership units 55 55 55 55
----- ----- ----- -----
Denominator for diluted EPS - weighted average common
equivalent shares 6,782 6,551 6,843 6,584
===== ===== ===== =====
Numerator
Net income applicable to Class A common Stockholders-basic $10,562 $9,856 $3,147 $3,453
Effect of dilutive securities:
Operating partnership units 135 164 47 51
------- ------- ------ ------
Net income applicable to Class A common Stockholders - diluted $10,697 $10,020 $3,194 $3,504
======= ======= ====== ======
Denominator
Denominator for basic EPS - weighted average Class A common shares 18,242 18,195 18,253 18,210
Effect of dilutive securities:
Stock options and awards 274 203 277 220
Operating partnership units 310 310 310 310
------ ------ ------ ------
Denominator for diluted EPS - weighted average
Class A Common equivalent shares 18,826 18,708 18,840 18,740
====== ====== ====== ======
Marketable Securities
Marketable securities consist of short-term investments and marketable equity
securities. Short-term investments consist of investments with original
maturities of greater than three months when purchased and are carried at fair
value (which approximates cost plus accrued interest). Marketable equity
securities are carried at fair value. The Company has classified marketable
securities as available for sale. Unrealized gains and losses on available for
sale securities are recorded as other comprehensive income in Stockholders
Equity. At July 31, 2004, other comprehensive income consists of net unrealized
gains of $363,000. Unrealized gains included in other comprehensive income will
be reclassified into earnings as gains are realized.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash and cash equivalents, mortgage notes
receivable and tenant receivables. The Company places its cash and cash
equivalents in excess of insured amounts with high quality financial
institutions. The Company performs ongoing credit evaluations of its tenants and
may require certain tenants to provide security deposits or letters of credit.
Though these security deposits and letters of credit may be insufficient to meet
the terminal value of a tenant's lease obligation, they are a measure of good
faith and source of funds to offset the economic costs associated with lost rent
and the costs associated with retenanting the space. There is no dependence upon
any single tenant.
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 January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities," which explains how to identify variable interest
entities ("VIE") and assess whether to consolidate such entities. The provisions
8
of this interpretation are effective immediately for VIE's formed after April
30, 2003. For VIE's formed prior to April 30, 2003, the provisions of this
interpretation apply to the first fiscal year or interim period beginning after
December 15, 2003. The adoption of this pronouncement in the first quarter of
fiscal 2004 did not have any effect on the Company's operations or financial
position as the Company does not have any VIE's.
In November 2003, the FASB deferred the classification and measurement
provisions of FASB No. 150 which apply to certain mandatorily redeemable
non-controlling interests. This deferral is expected to remain in effect while
these provisions are further evaluated by the FASB. The Company has one finite
life joint venture which contains a mandatorily redeemable non-controlling
interest. At July 31, 2004, the estimated fair value of the minority interest
was approximately $2.7 million. The joint venture has a termination date of
December 31, 2097.
2. CORE PROPERTIES
In May 2004, the company purchased four retail properties ("Rye Properties")
totaling 38,000 square feet of leasable space for total consideration of $11.0
million. In connection with the acquisition of three of the properties, the
Company assumed mortgage loans totaling $4.7 million (with annual interest rates
ranging from 7.0% to 7.82%). The assumption of the mortgage loans represent
non-cash financing activities and are therefore not included in the accompanying
consolidated statements of cash flows. The Company has evaluated the carrying
amount of the mortgage loans assumed and adjusted such amounts by $218,000 to
reflect their estimated fair values at the date of acquisition.
Upon the acquisition of real estate properties, the fair value of the real
estate purchased is allocated to the acquired tangible assets, (consisting of
land, buildings and building improvements) and identified intangible assets and
liabilities, (consisting of above-market and below-market leases and in-place
leases) in accordance with SFAS No.141 "Business Combinations." The Company
utilizes methods similar to those used by independent appraisers in estimating
the fair value of acquired assets and liabilities. The fair value of tangible
assets of an acquired property considers the value of the property
"as-if-vacant." The fair value reflects the depreciated replacement cost of the
asset. In allocating purchase price to identified intangible assets and
liabilities of an acquired property, the values of above-market and below-market
leases are estimated based on the differences between (i) contractual rentals
and the estimated market rents over the applicable lease term discounted back to
the date of acquisition utilizing a discount rate adjusted for the credit risk
associated with the respective tenants and (ii) the estimated cost of acquiring
such leases giving effect to the Company's history of providing tenant
improvements and paying leasing commissions, offset by a vacancy period during
which such space would be leased. The aggregate value of in-place leases, is
measured by the excess of (i) the purchase price paid for a property after
adjusting existing in-place leases to market rental rates over (ii) the
estimated fair value of the property "as-if-vacant," determined as set forth
above.
The Company is currently in the process of analyzing the fair market value of
in-place leases for the Rye Properties, 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 July 31, 2004, the Company had mortgage notes payable totaling $107,987,000
due in installments over various terms extending to the fiscal year 2012 at
fixed rates of interest ranging from 6.29% to 8.375%. The mortgage notes payable
are collateralized by thirteen properties having a total net carrying value of
approximately $175,370,000 as of July 31, 2004.
The Company has a secured revolving line of credit with a bank which permits
borrowings up to $18.125 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 2005. 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
July 31, 2004.
4. PREFERRED STOCK
In fiscal 2003, the Company sold 400,000 shares of 8.50% Series C Senior
Cumulative Preferred Stock, par value $.01 per share ("Series C Preferred
Stock") for net proceeds of $38.4 million. The Series C Preferred Stock has no
stated maturity 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 B Preferred Stock and Series C Preferred Stock contain covenants
which require the Company to maintain certain financial coverages relating to
fixed charge and capitalization ratios. The Company was in compliance with such
covenants at July 31, 2004.
9
In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity" ("Statement").
The 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. As the holders of the Series B
Preferred Stock and Series C Preferred Stock only have a contingent right to
require the Company to repurchase all or part of such holders interests upon a
change of control of the Company (as defined), the Series B Preferred Stock and
Series C Preferred Stock are classified as redeemable equity instruments as a
change in control is not certain to occur.
5. STOCKHOLDERS EQUITY
The Company has a restricted stock plan for key employees and directors of the
Company. In March 2004, the stockholders of the Company approved an amendment to
the plan to increase the number of shares available for issuance from 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, may be
awarded in any combination of Class A Common or Common Stock) to 1,650,000
shares of which 350,000 shares are Common shares, 350,000 are Class A Common
shares and 950,000 shares, which at the discretion of the Company's compensation
committee, may be awarded in any combination of Class A Common stock or Common
stock. In January 2004, the Company awarded 58,625 shares of Class A Common
stock and 175,500 shares of Common stock to participants in the restricted stock
plan. The shares vest between five and ten years after the date of grant. The
market value of shares awarded is recorded as unamortized restricted stock
compensation and amortized to expense over the vesting periods. As a result of
the 2004 grants, the Company recorded $3,249,000 as unamortized restricted stock
compensation in fiscal 2004. As of July 31, 2004, the Company has awarded
685,000 shares of Common stock and 301,125 shares of Class A Common Stock to
participants in the plan (of which 21,750 shares each of Common Stock and Class
A Common Stock are vested). Dividends on vested and non-vested shares are paid
as declared.
The Company has a Dividend Reinvestment and Share Purchase Plan (the "Plan")
that allows shareholders to acquire additional shares of Common Stock and Class
A Common Stock by automatically reinvesting dividends. In March 2004, the
stockholders of the Company approved an amendment to the Plan to increase the
number of shares available for issuance under the Plan from 750,000 shares of
Common Stock and 250,000 shares of Class A Common Stock by 400,000 shares each
of Common stock and Class A Common stock. During the nine months ended July 31,
2004, the Company issued 137,930 shares of Common Stock and 13,571 shares of
Class A Common Stock (18,370 shares of Common Stock and 14,198 shares of Class A
Common Stock in the nine months ended July 31, 2003) through the Plan.
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. As of July 31, 2004, options to purchase
37,512 shares of Common shares and 27,921 shares of Class A Common shares,
respectively, were outstanding (all outstanding grants are fully vested).
Options are granted at fair market value on the date of grant, have a duration
of ten years from the date of grant, and vest over a maximum period of four
years from the date of grant. There were no grants of stock options in 2004 or
2003. Had compensation cost for stock options granted been determined based on
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 nine month periods ended July 31, 2004 and 2003.
In a prior year, an officer of the Company exercised stock options to purchase
shares of Common Stock of the Company. In connection with the exercise, the
officer executed a full recourse promissory note equal to the purchase price of
the shares. At July 31, 2004, the outstanding balance of the note was
$1,300,000. The note, which expires in fiscal 2012, has a 10-year term at an
annual interest rate of 6.8%. The shares are pledged as additional collateral
for the note. Interest is payable quarterly.
7. COMMITMENTS AND CONTINGENCIES
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.
On September 2, 2004, the Company entered into an amended contract to acquire a
shopping center for approximately $49.9 million. The shopping center contains
approximately 250,000 square feet of leasable space and is located in the
Company's target acquisition market. The Company expects to finance the
acquisition from available cash and borrowings on its existing bank lines of
credit. The Company anticipates the transaction will close during its fiscal
quarter ending October 31, 2004. However, the contract to purchase is subject to
various conditions, including customary conditions to close and therefore,
there can be no assurance as to when or if the transaction will be completed.
10
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
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
July 31, 2004, the Company owned or had controlling interests in 34 properties
containing a total of 3.4 million square feet of leasable area.
Forward Looking Statements
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.
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. Set forth
below is a summary of the accounting policies that management believes are
critical to the preparation of the consolidated financial statements. This
summary should be read in conjunction with the more complete discussion of the
Company's accounting policies included in Note 1 to the consolidated financial
statements of the Company.
Revenue Recognition
The Company records base rents on a straight-line basis over the term of each
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. Most leases contain provisions that require tenants to reimburse
a pro-rata share of real estate taxes and certain common area expenses. These
amounts are recognized in the period the related expenses are incurred. Expense
reimbursement payments generally are made monthly based on an estimated amount
determined at the beginning of the year. The difference between the actual
amount due and the estimated amounts paid by the tenant throughout the year is
billed or credited to the tenant.
Allowance for Doubtful Accounts
The allowance for doubtful accounts and mortgage notes receivable is established
based on a 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. It is the Company's
policy to maintain an allowance for future tenant credit losses of approximately
10% of the deferred straight-line rents receivable balance.
Real Estate
Land, buildings, property improvements, furniture/fixtures and tenant
improvements are recorded at cost. Expenditures for maintenance and repairs are
charged to operations as incurred. Renovations and/or replacements, which
improve or extend the life of the asset, are capitalized and depreciated over
their estimated useful lives.
11
Properties are depreciated using the straight-line method over the estimated
useful lives of the assets. The estimated useful lives are as follows:
Buildings 30-40 years
Property Improvements 10-20 years
Furniture/Fixtures 3-10 years
Tenant Improvements Lease term
The Company is required to make subjective assessments as to the useful life of
its properties for purposes of determining the amount of depreciation. These
assessments have a direct impact on the Company's net income.
The net fair value of acquired leases and other identified intangible assets are
amortized over the estimated remaining terms of the related leases.
Assessments by the Company of certain other lease related costs are made when
the Company has a reason to believe that the tenant may not be able to perform
under the terms of the lease as originally expected. This requires management to
make estimates as to the recoverability of such assets.
Asset Impairment
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. A property value is considered impaired only if management's estimate
of current and projected operating cash flows (undiscounted and without interest
charges) of the property over its remaining useful life is less than the net
carrying value of the property. Such cash flow projections consider factors such
as expected future operating income, trend and prospects, as well as the effects
of demand, competition and other factors. To the extent impairment has occurred,
the loss is measured as the excess of the net 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 was impaired at July
31, 2004.
Liquidity and Capital Resources
At July 31, 2004, the Company had cash and cash equivalents of $23.8 million
compared to $22.4 million at October 31, 2003.
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 in fiscal 2004 and to meet its
dividend requirements necessary to maintain its REIT status. Net cash provided
by operations for the nine months ended July 31, 2004 amounted to $22.8 million
compared to $22.3 million in the comparable period of fiscal 2003. Dividends
paid to stockholders of the Company in the nine month periods ended July 31,
2004 and 2003 were $19.7 million and $17.1 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 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.
During fiscal 2002, the Company filed a shelf registration statement on Form S-3
for up to $150 million of debt securities, preferred stock, depository shares,
common stock and Class A common stock. As of July 31, 2004, the Company has
$62.3 million available for issuance under this shelf registration statement.
12
Acquisitions
In May 2004, the Company acquired four retail properties. The properties, which
total 38,000 square feet of leasable space, were purchased for a total purchase
price of $11.0 million. In connection with the acquisition of three of the
properties, the Company assumed mortgage loans totaling $4.7 million.
On September 2, 2004, the Company entered into an amended contract to acquire a
shopping center for approximately $49.9 million. The shopping center contains
approximately 250,000 square feet of leasable space and is located in the
Company's target acquisition market. The Company expects to finance the
acquisition from available cash and borrowings on its existing bank lines of
credit. The Company anticipates the transaction will close during its fiscal
quarter ending October 31, 2004. However, the contract to purchase is subject to
conditions, including customary conditions to close and therefore, there can
be no assurance as to when or if the transaction will be completed.
In the first nine months of fiscal 2003, the Company acquired four retail
properties in separate transactions totaling 436,000 square feet of leasable
space for an aggregate purchase price of $83.2 million.
Financings
At July 31, 2004, the Company had a $18.125 million secured revolving credit
facility with a bank which expires in fiscal 2005. The agreement provides for a
permanent reduction in the revolving credit loan amount of $625,000 annually and
requires the Company to maintain certain coverage ratios during its term. The
Company also has a $20 million unsecured credit line with the same bank, which
expires in fiscal 2005. Extensions of credit under the unsecured credit line are
at the bank's discretion and subject to the bank's satisfaction of certain
conditions. Both revolving credit lines are available to finance future
acquisitions, management and/or development of commercial real estate, to
refinance indebtedness and for working capital purposes. There were no
borrowings during fiscal 2004 and there were no outstanding borrowings on
either line of credit at July 31, 2004.
In May 2003, the Company sold 400,000 shares of Series C Cumulative Preferred
Stock (Series C Preferred Stock) for net proceeds of $38.4 million. A portion of
the net proceeds was used to acquire retail properties in fiscal 2004 and 2003
and the remaining proceeds are expected to be used to acquire additional 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.
Borrowings consist of $107,987,000 of fixed rate mortgage notes payable with a
weighted average interest rate of 7.2% at July 31, 2004. The mortgage loans are
secured by thirteen 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.
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.
Contractual Obligations
The Company's contractual payment obligations as of July 31, 2004, were as
follows (Amounts in thousands):
Payments Due by Period
Total 2004 2005 2006 2007 2008 Thereafter
----- ---- ---- ---- ---- ---- ----------
Contractual Obligations:
Mortgage notes payable $107,987 $526 $2,221 $9,014 $11,323 $53,363 $31,540
Tenant obligations* 420 - 420 - - - -
-------- ---- ------ ------ ------- ------- -------
Total Contractual Obligations $108,407 $526 $2,641 $9,014 $11,323 $53,363 $31,540
======== ==== ====== ====== ======= ======= =======
* Committed tenant-related obligations based on executed leases as of July 31,
2004.
The Company has various standing or renewable service contracts with vendors
related to its property management. In addition, the Company also has certain
other utility contracts entered into in the ordinary course of business which
may extend beyond one year, which vary based on usage. These contracts include
terms that provide for cancellation with insignificant or no cancellation
penalties. Contract terms are generally one year or less.
13
Off-Balance Sheet Arrangements
During the nine month period ended July 31, 2004 and the year ended October 31,
2003, the Company did not have any off-balance sheet arrangements.
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 nine months of fiscal 2004, the Company spent
approximately $1.4 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 $2.5 million for expected capital improvement and leasing
costs over the next 12 months. These expenditures may be funded from operating
cash flows or borrowings.
Non-Core Assets
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
the sale of 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'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
July 31, 2004, the remaining non-core properties total four properties with a
net book value of approximately $10.6 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 additional measure
of an equity REIT's operating performance. The Company reports FFO in addition
to its net income applicable to common stockholders and net cash provided by
operating activities. Management has adopted the definition suggested by The
National Association of Real Estate Investment Trusts ("NAREIT") and defines FFO
to mean net income (computed in accordance with GAAP), excluding gains (or
losses) from sales of property, plus real estate related depreciation and
amortization, and after adjustments for unconsolidated joint ventures.
Management considers FFO a meaningful, additional measure of operating
performance because it primarily excludes the assumption that the value of the
real estate assets diminishes predictably over time and industry analysts have
accepted it as a performance measure. FFO is presented to assist investors in
analyzing the performance of the Company. It is helpful as it excludes various
items included in net income that are not indicative of the Company's operating
performance, such as gains (or losses) from sales of property and depreciation
and amortization. However, FFO:
o does not represent cash flows from operating activities in accordance with
GAAP (which, unlike FFO, generally reflects all cash effects of
transactions and other events in the determination of net income)
o should not be considered an alternative to net income as an indication of
the Company's performance.
FFO as defined by us, may not be comparable to similarly titled items reported
by other real estate investment trusts due to possible differences in the
application of the NAREIT definition used by such REITs. The table below
provides a reconciliation of net income in accordance with GAAP to FFO for the
six months ended July 31, 2004 and 2003 (amounts in thousands).
14
Nine Months Ended July 31,
--------------------------
2004 2003
---- ----
Net Income applicable to common and class A common stockholders $13,917 $12,920
Plus: Real property depreciation 6,372 5,734
Amortization of tenant improvements and allowances 1,572 1,513
Amortization of deferred leasing costs 378 351
Minority interests 275 274
------- -------
Funds from Operations (Diluted) $22,514 $20,792
======= =======
Net Cash Provided by Operating Activities $22,816 $ 22,338
======= ========
Net Cash Used in Investing Activities $(2,678) $ (75,764)
======== ==========
Net Cash (Used in) Provided by Financing Activities $(18,752) $ 20,965
========= ========
Results of Operations
Comparison of the nine months and three months ended July 31, 2004 to the nine
months and three months ended July 31, 2003.
Revenues
Base rents increased 11.0% to $37,686,000 in the nine months ended July 31, 2004
compared to $33,940,000 in the corresponding period of fiscal 2003. For the
three months ended July 31, 2004, base rents increased 5.2% to $12,568,000 from
$11,947,000 in the corresponding period in fiscal 2003. The increase in base
rents in both periods reflects the additional base rents from four properties
acquired in fiscal 2003. The acquisitions of these properties increased base
rents incrementally by $2.6 million and $450,000, respectively in the nine month
and three month periods ended July 31, 2004 over the corresponding periods in
fiscal 2003. In addition, base rents increased by $211,000 in the third quarter
of 2004 as the result of the acquisition of the Rye Properties during this
quarter. Base rents increased during the nine month period ended July 31, 2004
by approximately $863,000 from the effect of new leasing and renewals of
expiring leases at generally higher base rental rates.
Recoveries from tenants (which represent reimbursements from tenants for
property operating expenses and property taxes) increased 15.3% for the nine
month period ended July 31, 2004 compared to the corresponding period in fiscal
2003. The increase in recoveries from tenants includes amounts attributable to
properties acquired in fiscal 2003 which increased this component of revenues by
$962,000 in the nine months ended July 31, 2004 compared to the corresponding
period in fiscal 2003. For the three months ended July 31, 2004 recoveries from
tenants was unchanged compared to the corresponding period in fiscal 2003.
For the first nine months of fiscal 2004, the Company leased or renewed
approximately 236,000 square feet of space. Leases totaling approximately
250,000 square feet of space (8% of total portfolio square footage) are
scheduled to expire through the end of fiscal year 2005. At July 31, 2004, the
Company's real estate portfolio was 97% leased. The core properties were 98%
leased, an increase of approximately 1% since the beginning of the year.
The Company's office building property in Southfield, Michigan is currently 70%
leased and contains approximately 60,000 sf of vacant space. The office leasing
market in this region of the country continues to be weak and the Company does
not expect to be able to re-lease the vacant space during the balance of fiscal
2004. The Company has been advised by a tenant occupying 41,000 sf of space in
the building that it will not renew its lease upon expiration in December 2004.
The Company's single largest real estate investment is its 90% interest in
Ridgeway Shopping Center (a consolidated joint venture) located in Stamford,
Connecticut. Ridgeway's revenues represented approximately 15.6% or $7.8 million
of the Company's total revenue during the nine months ended July 31, 2004
compared to 17% or $7.5 million during the nine months ended July 31, 2003. The
property was approximately 99% leased at July 31, 2004.
Lease termination income of $542,000 in the nine month period ended July 31,
2004 consists of a lease cancellation payment of $230,000 from a tenant who
terminated during the first quarter and a payment of $312,000 received in
settlement of a bankruptcy action of a former tenant.
Interest income in the nine month and three month periods ended July 31, 2004
decreased from the same periods in fiscal 2003 from the utilization of cash to
acquire properties in fiscal 2003 and 2004 and the repayment of 12.5% promissory
note receivable in the principal amount of approximately $1.2 million in the
third quarter of 2003.
15
Expenses
Property operating expenses increased to $8.1 million or 7.2 % in the nine month
period ended July 31, 2004 compared to $7.6 million in the corresponding period
last year. Operating expenses include the property expense of recently acquired
properties which increased operating expenses by $712,000. Property operating
expenses for properties owned in the nine month and three month periods ended
July 31, 2004 decreased $170,000 and $93,000 due to savings in snow removal
costs this year.
Property taxes increased to $6.6 million or 20.3% in the nine month period ended
July 31, 2004 compared to the same period in the previous year. Recently
acquired properties increased property taxes incrementally by $554,000 in fiscal
2004. Property taxes for properties owned in the nine month and three month
periods ended July 31, 2004 increased by $556,000 and $178,000 respectively from
higher real estate tax assessment rates at several of the Company's properties
in fiscal 2004. The Company anticipates that it may continue to experience
increases in property tax assessment rates at its properties which may increase
the Company's property tax expense.
Depreciation and amortization expense increased $724,000 and $163,000 in the
nine month and three month periods ended July 31, 2004, compared to the same
periods last year from additional depreciation on recent property acquisitions.
General and administrative expense increased by $136,000 and $65,000 in the nine
month and three month periods ended July 31, 2004 due primarily to higher
compensation expense.
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 (a) scheduled base rent increases and (b) 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 exposure 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 (a) the discovery of
environmental conditions, which were previously unknown, (b) changes in law,
(c) the conduct of tenants or (d) 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
Market risk is the exposure to loss resulting from changes in interest rates,
foreign currency exchange rates, commodity prices and equity prices. The primary
market risk to which we are exposed is interest rate risk, which is sensitive to
many factors, including governmental monetary and tax policies, domestic and
international economic and political considerations and other factors that are
beyond the Company's control.
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.
The Company had no borrowings during fiscal 2004 or fiscal 2003 which were
subject to variable rates of interest.
During the nine month periods ended July 31, 2004 and 2003, the Company did not
refinance any of its mortgage notes payable or borrow under its secured or
unsecured lines of credit arrangements at variable rates of interest.
The Company has not, and does not plan to, enter into any derivative financial
instruments for trading or speculative purposes.
16
Item 4 CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based on their evaluation at the end of the period covered by this Quarterly
Report on Form 10-Q, the Company's principal executive officer and principal
financial officer have concluded that the Company's disclosure and controls
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act)
are effective to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded,
processed,summarized and reported within the time periods specified in SEC
rules and forms.
Changes in Internal Controls
During the third quarter of fiscal 2004, there were no changes in the Company's
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
17
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 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of the Chief Executive Officer of Urstadt
Biddle Properties Inc. pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934, as amended.
31.2 Certification of the Chief Financial Officer of Urstadt
Biddle Properties Inc. pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934, as amended.
32 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 July 31, 2004, the Company
filed with the Commission:
(1) A Current Report on Form 8-K dated June 16, 2004. Such
report referred under Item 12 to a press release
published by the Company on setting forth the Company's
results of operations for the quarter ended April 30,
2004.
18
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: September 10, 2004 and Principal Accounting Officer)
19
EXHIBIT INDEX
Exhibit No.
31.1 Certification of the Chief Executive Officer of Urstadt Biddle Properties
Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
31.2 Certification of the Chief Financial Officer of Urstadt Biddle Properties
Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
32 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
20