FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Quarterly Report under Section 13 or 15(d) of
The Securities Exchange Act of 1934
For Quarter Ended January 31, 1999 Commission File Number 1-12803
URSTADT BIDDLE PROPERTIES INC.
(Exact Name of Registrant as Specified in 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) (Zip Code)
Registrant's telephone number, including area code: (203) 863-8200
The number of shares of Registrant's Common Stock and Class A Common Stock
outstanding as of the close of period covered by this report were: 5,219,965
Common Shares, par value $.01 per share and 5,393,122 Class A Common Shares, par
value $.01 per share
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
THE SEC FORM 10-Q, FILED HEREWITH, CONTAINS 13 PAGES, NUMBERED CONSECUTIVELY
FROM 1 TO 13 INCLUSIVE, OF WHICH THIS PAGE IS 1.
<PAGE>
INDEX
URSTADT BIDDLE PROPERTIES INC.
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets--January 31, 1999 and October 31, 1998.
Consolidated Statements of Income--Three months ended January 31, 1999
and 1998,
Consolidated Statements of Cash Flows--Three months ended January 31,
1999 and 1998.
Consolidated Statements of Stockholders' Equity--Three months ended
January 31, 1999 and 1998.
Notes to Consolidated Financial Statements.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
<PAGE>
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
<S> <C> <C>
JANUARY 1999 October 1998
------------ ------------
ASSETS
Real Estate Investments:
Properties owned-- at cost, net of accumulated depreciation $134,565 $122,975
Properties available for sale - at cost, net of accumulated
depreciation and recoveries 19,833 20,350
Investment in unconsolidated joint venture 9,703 9,470
Mortgage notes receivable 2,581 2,607
-------- --------
166,682 155,402
Cash and cash equivalents 4,267 3,900
Interest and rent receivable 2,551 2,445
Deferred charges, net of accumulated amortization 2,052 2,320
Other assets 1,612 972
-------- --------
$177,164 $165,039
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Bank loans $ 8,000 $ 6,000
Mortgage notes payable 39,115 32,900
Accounts payable and accrued expenses 1,144 1,127
Dividends payable 786 -
Deferred directors' fees and officers' compensation 677 646
Other liabilities 1,449 1,450
-------- --------
51,171 42,123
-------- --------
Minority Interests 5,163 2,125
-------- --------
Preferred Stock, par value $.01 per share; 20,000,000 shares authorized:
8.99% Series B Senior Cumulative Preferred stock, (liquidation
preference of $100 er share); 350,000 shares issued and outstanding 33,462 33,462
-------- --------
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;
5,219,965 and 5,221,602 outstanding shares in 1999 and 1998, respectively 52 52
Class A Common stock, par value $.01 per share; 40,000,000 shares authorized;
5,393,122 and 5,193,650 outstanding shares in 1999 and 1998, respectively 55 52
Additional paid in capital 120,152 118,558
Cumulative distributions in excess of net income (30,599) (29,699)
Unamortized restricted stock compensation and notes receivable
from officers/stockholders (2,292) (1,634)
-------- --------
87,368 87,329
-------- --------
$177,164 $165,039
======== =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.
3
<PAGE>
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Ended January 31,
------------------------------
1999 1998
---- ----
REVENUES:
Operating leases $ 6,679 $ 5,525
Financing leases 70 88
Interest and other 150 228
Equity in income of unconsolidated joint venture 34 28
----- ------
6,933 5,869
----- -----
OPERATING EXPENSES:
Property expenses 2,150 1,894
Interest 877 928
Depreciation and amortization 1,390 1,216
General and administrative expenses 614 523
Directors' fees and expenses 51 59
----- -----
5,082 4,620
----- -----
OPERATING INCOME BEFORE MINORITY INTERESTS 1,851 1,249
MINORITY INTEREST IN RESULTS OF CONSOLIDATED
JOINT VENTURES 104 -
----- -----
NET INCOME 1,747 1,249
Preferred Stock Dividends 786 210
----- -----
NET INCOME APPLICABLE TO COMMON AND CLASS A COMMON
STOCKHOLDERS $ 961 $1,039
===== =====
BASIC EARNINGS PER SHARE:
Common $.09 $.10
==== ====
Class A Common $.10 $.11
==== ====
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Common 5,085 5,120
===== =====
Class A Common 5,177 5,120
===== =====
DILUTED EARNINGS PER SHARE:
Common $.10 $.09
==== =====
Class A Common $.10 $.10
==== =====
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
Common and Common Equivalent 5,206 5,265
===== =====
Class A Common and Class A Common Equivalent 5,514 5,265
===== =====
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
4
<PAGE>
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Ended January 31,
------------------------------
1999 1998
---- ----
OPERATING ACTIVITIES:
Net income $1,747 $1,249
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 1,390 1,216
Amortization of restricted stock 103 60
Recovery of investment in properties owned
subject to financing leases 300 282
Equity in income of unconsolidated joint venture (34) (28)
Increase in interest and rent receivable (106) (372)
Increase (decrease) in accounts payable and accrued expenses 17 (9)
(Increase) in other assets and other liabilities, net (610) (97)
------ -----
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,807 2,301
----- -----
INVESTING ACTIVITIES:
Acquisitions of properties (2,758) (475)
Improvements to properties and deferred charges (388) (317)
Deposits on acquisitions - (510)
Investment in unconsolidated joint venture (199) (57)
Payments received on mortgage notes receivable 26 28
Miscellaneous - (81)
------ -----
NET CASH (USED IN) INVESTING ACTIVITIES (3,319) (1,412)
------ -----
FINANCING ACTIVITIES:
Proceeds from sale of preferred stock - 33,500
Proceeds from bank loans 2,000 -
Proceeds from sales of additional Common and Class A Common Shares 1,370 83
Dividends paid - Common and Class A Common Shares (1,861) (1,638)
Purchases of Common and Class A Common Shares (534) -
Payments on mortgage notes payable (96) (9,269)
------ -----
NET CASH PROVIDED BY FINANCING ACTIVITIES 879 22,676
------ ------
NET INCREASE IN CASH AND CASH EQUIVALENTS 367 23,565
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,900 1,922
------ -----
CASH AND CASH EQUIVALENTS AT END OF PERIOD $4,267 $25,487
====== =======
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
5
<PAGE>
URSTADT BIDDLE PROPERTIES INC..
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except shares and per share data)
<TABLE>
<CAPTION>
Unamortized
Restricted
Common Stock Class A Common Stock (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
-------- ----- -------- ----- ------- ----------- ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES - OCTOBER 31, 1997 5,167,495 $51 - $ - $117,763 $(28,530) $(994) 88,290
Net Income Applicable to
Common and Class A Common - - - - - 1,039 - 1,039
stockholders
One-for-one stock split
effected in the form of a
Dividend of a new issue of
Class A Common Stock - - 5,226,991 52 (52) - - -
Cash dividends paid :
Common Stock ($.32 per share) - - - - - (1,638) - (1,638)
Sale of additional Common shares
under dividend reinvestment 3,960 - - - 77 - - 77
plan
Exercise of stock options 437 - - - 6 - - 6
Common shares issued under
restricted stock plan - net 49,750 - - - 1,008 - (1,008) -
Amortization of restricted stock
compensation - - - - - - 60 60
--------- ------- -------- ------ ------- -------- ------ -------
BALANCES - JANUARY 31, 1998 5,221,642 $51 5,226,991 $52 $118,802 $(29,129) $(1,942) $87,834
========== ======= ========= ====== ======== ========= ======== =======
BALANCES - OCTOBER 31, 1998 5,221,602 $52 5,193,650 $52 $118,558 $(29,699) $(1,634) $87,329
Net Income Applicable to
Common and Class A Common - - - - - 961 - 961
stockholders
Cash dividends paid :
Common Stock ($.17 per share) - - - - - (863) - (863)
Class A Common Stock ($.19
per share) - - - - - (998) - (998)
Sales of additional Class A
Common shares - - 162,500 2 1,298 - - 1,300
Sale of additional Common shares
and Class A Common shares
under dividend reinvestment 4,163 - 4,472 - 70 - - 70
plan
Common and Class A shares issued
under restricted stock plan 46,500 1 46,500 1 759 - (761) -
Amortization of restricted stock
compensation - - - - - - 103 103
Purchases of shares 52,300) (1) (14,000) - (533) - - (534)
------- ------ ------- ------ ----- ----- -------- --------
BALANCES - JANUARY 31, 1999 5,219,965 $52 5,393,122 $55 $120,152 $(30,599) $(2,292) $87,368
========= ====== ========= ====== ======== ========= ======== =======
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these statements.
6
<PAGE>
URSTADT BIDDLE PROPERTIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Business
- --------
Urstadt Biddle Properties Inc., (the "Company") a real estate investment trust,
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.
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
Company's investment in an unconsolidated joint venture in which it does not
exercise control is accounted for by the equity method of accounting. 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 three-month period ended January 31, 1999 are not
necessarily indicative of the results that may be expected for the year ending
October 31, 1999. 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 for the fiscal year ended October 31, 1998.
EARNINGS PER SHARE
- ------------------
The Company has adopted the provisions of Financial Accounting Standards No. 128
- - "Earnings Per Share". Statement No. 128 replaces the presentation of primary
and fully diluted earnings per share ("EPS") pursuant to Accounting Principles
Board Opinion No. 25 with the presentation of basic and diluted EPS. 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 dividends declared and
participation rights in undistributed earnings.
7
<PAGE>
The following table sets forth the reconciliation between basic and diluted EPS
(in thousands):
<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Ended
January
1999 1998
---- -----
NUMERATOR
Net income applicable to Common and Class A Common stockholders - basic $ 961 $1,039
Effect of dilutive securities:
Operating partnership units 104 -
------ ------
Net income applicable to Common and Class A Common Stockholders - diluted $1,065 $1,039
====== ======
DENOMINATOR
Denominator for basic EPS-weighted average Common shares 5,085 5,120
Effect of dilutive securities:
Stock options and awards 66 90
Operating partnership units 55 55
------ ------
Denominator for diluted EPS - weighted average Common shares 5,206 5,265
====== ======
Denominator for basic EPS - weighted average Class A Common shares 5,177 5,120
Effect of dilutive securities:
Stock options and awards 68 90
Operating partnership units 269 55
------ ------
Denominator for diluted EPS - weighted average Class A Common shares 5,514 5,265
===== =====
</TABLE>
STOCKHOLDERS' EQUITY
- --------------------
On June 16, 1998, the Board of Directors declared a special stock dividend on
the Company's Common Stock consisting of one share of a newly created class of
Class A Common Stock, par value $.01 per share for each share of the Company's
Common Stock. The Class A Common Stock entitles the holder to 1/20 of one vote
per share. Each share of Common Stock and Class A Common Stock have identical
rights with respect to dividends except that each share of Class A Common Stock
will receive not less than 110% of the regular quarterly dividends paid on each
share of Common Stock. The stock dividend was paid on August 14, 1998. An amount
equal to the par value of the Class A Common shares issued was transferred from
additional paid in capital to Class A Common Stock. All references to the number
of common shares, except authorized shares, and per share amounts elsewhere in
the consolidated financial statements have been adjusted to reflect the effect
of the stock dividend for all periods presented.
On December 11, 1998, the Company sold 162,500 Class A Common shares in a
private placement with certain individual investors for net proceeds of $1.3
million.
The Company has a Restricted Stock Plan (Plan) which provides for the grant of
restricted stock awards to key employees of the Company. The Plan allows for
restricted stock awards of up to an aggregate of 250,000 Class A Common shares
or Common shares. During the three months ended January 31, 1999, the Company
awarded 46,500 Common shares and 46,500 Class A Common shares (50,250 Common
shares in 1998) to participants in the Plan as an incentive for future services.
The shares vest after five years. Dividends on vested and non-vested shares are
paid as declared. The market value of shares awarded has been recorded as
unamortized
8
<PAGE>
restricted stock compensation and is shown as a separate component of
stockholder's equity. Unamortized restricted stock compensation is being
amortized to expense over the five year vesting period.
In fiscal 1996, the Company's Board of Directors authorized a program to
purchase up to one million of the Company's Class A Common and Common shares
periodically. During the three months ended January 31, 1999, the Company
purchased 52,300 Common shares and 14,000 Class A Common shares under this
program at an aggregate cost of $534.000.
REAL ESTATE INVESTMENTS
- -----------------------
On December 11, 1998, the Company acquired the general partner interest in a
limited partnership which owns the Arcadian Shopping Center in Briarcliff, New
York. The limited partners contributed the property subject to a $6.3 million
first mortgage and are entitled to preferential distributions of cash flow from
the property. The limited partners have a right to exchange a portion of their
interests for cash and may after a specified period put the remainder of their
limited partnership interests to the Company for either cash or units of Class A
Common stock of the Company. On January 9, 1999 two limited partners exchanged a
portion of their units for cash of approximately $2,025,000. The Company has the
option to purchase the limited partners interests after a specified period for
cash. The partnership agreement, among other things, places certain restrictions
on the sale or refinancing of the property without the limited partners' consent
for a specified period; therafter the partnership agreement imposes no such
restrictions. The limited partner's interest in the partnership is reflected in
the accompanying consolidated financial statements as minority interest.
The contribution of the property and the assumption of the first mortgage by the
partnership represent noncash investing and financing activities and therefore
are not included in the accompanying consolidated statement of cash flows.
COMMITMENT
- ----------
The Company has a commitment from an insurance company for a $15 million non
recourse first mortgage loan secured by one of its retail properties having a
net book value of $21.4 million at January 31, 1999. The mortgage loan will have
a term of 10 years and bear interest at a fixed rate of 7.375%, with 25 year
amortization.
SUBSEQUENT EVENT
- ----------------
In February 1999, the Company purchased a 28,000 square foot retail property
including four acres of land for a purchase price of $1,900,000, all cash.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's 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. The Company expects to meet its
short-term liquidity requirements primarily by generating net cash from the
operations of its properties. 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
believes that its net cash provided by operations will be sufficient to fund its
short-term liquidity needs in the near term. The Company expects to meet its
long-term liquidity requirements such as property acquisitions, debt maturities
and capital improvements through long-term secured indebtedness and/or the
issuance of additional equity securities.
At January 31, 1999, the Company had cash and cash equivalents of $4.2 million
compared to $3.9 million at October 31 1998. The Company also has $25 million in
unsecured short-term lines of credit with two major commercial banks and a $20
million secured revolving credit facility with one of the commercial banks. The
credit lines and revolving credit facility are available to finance the
acquisition, management or development of commercial real estate and for working
capital purposes. The short-term credit lines expire at various periods in 1999
and outstanding borrowings, if any, may be repaid from proceeds of long-term
debt financings or sales of properties. At January 31, 1999, the Company had
outstanding borrowings of $8 million under the short-term lines of credit. It is
the Company's intent to renew the short-term credit lines as they expire in
1999. The Company's $20 million secured revolving credit facility expires in
2005 and borrowings under the secured revolving credit facility can be repaid
and borrowed again during the term of the facility. At January 31, 1999,
long-term debt consists of mortgage notes payable totaling $19.7 million and
outstanding borrowings of $19.4 million under the secured revolving credit
facility. The Company has a commitment from an insurance company for a $15
million non-recourse first mortgage on one of its core properties. The
mortgage is expected to close in the second quarter of fiscal 1999.
In June 1998, the Board of Directors declared a special stock dividend on the
Company's Common Shares consisting of one share of a newly created class of
Class A Common Shares. The establishment and issuance of the Class A Common
Shares is intended to provide the Company with the flexibility to raise equity
capital to finance acquisition of properties and further the growth of the
Company. Such securities may be utilized as consideration in connection with the
acquisition of properties by the Company and for employee compensation purposes,
in each case without diluting the voting power of the Company's existing
stockholders. The Company utilized securities in this manner to facilitate its
most recent shopping center acquisition in Briarcliff, New York. (See below). In
December 1998, the Company sold 162,500 shares of Class A Common Stock for an
aggregate consideration of $1.3 million pursuant to a stock purchase agreement
with certain private investors.
The Company expects to make real estate investments periodically. During the
first quarter of fiscal 1999, the Company acquired the Arcadian Shopping Center
in Briarcliff, New York. The property was funded through, (a) the issuance of
637,741 operating partnership units (OPU's) which are exchangeable into an
equivalent number of Class A Common Shares after a specified period or cash and
(b) the assumption of a $6.3 million first mortgage on the property. On January
9, 1999,two limited partners exchanged a total of 255,096 OPU's for cash
of approximately $2,025,000.The Company also invests in its existing properties
and, during the first quarter of fiscal 1999 spent approximately $550,000 on its
properties for capital improvement and leasing costs.
The Company's Board of Directors has authorized the purchase of up to one
million of the Company's Common and Class A Common shares over the next two to
three years. The repurchase program is subject to termination at any time for,
among other reasons, prevailing market prices, availability of cash resources
and alternative investment opportunities. In the first quarter, the Company
repurchased 52,300 Common shares and 14,000 Class A Common shares for an
aggregate cost of $534,000 from available cash. The Company expects to fund the
cost of future share purchases, if any, from available cash.
10
<PAGE>
FUNDS FROM OPERATIONS
The Company considers Funds From Operations (FFO) to be an appropriate
supplemental financial measure of an equity REIT's operating performance since
such measure does not recognize depreciation and amortization of real estate
assets as reductions of income from operations.
The National Association of Real Estate Investment Trusts (NAREIT) defines FFO
as net income computed in accordance with generally accepted accounting
principles (GAAP) plus depreciation and amortization of assets uniquely
significant to the real estate industry, excluding gains or losses on debt
restructuring and sales of property, the elimination of significant
non-recurring charges and credits and after adjustments for unconsolidated joint
ventures. The Company considers recoveries of investments in properties subject
to finance leases to be analogous to amortization for purposes of calculating
FFO. FFO does not represent cash flows from operations as defined by GAAP and
should not be considered a substitute for net income as an indicator of the
Company's operating performance, or for cash flows as a measure of liquidity.
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 as calculated under the NAREIT guidelines
for the three month periods ended January 31, 1999 and 1998 (amounts in
thousands):
<TABLE>
<CAPTION>
Three months ended January 31
-----------------------------
1999 1998
---- ----
<S> <C> <C>
Net Income Applicable to Common and Class A Common Stockholders $961 $1,039
Plus: Real property depreciation, amortization of tenant improvement and
lease acquisition costs and recoveries of investments in properties
subject to finance leases 1,577 1,393
Adjustments for unconsolidated joint venture 165 192
--- ---
Funds from Operations $2,703 $2,624
====== ======
</TABLE>
RESULTS OF OPERATIONS
Revenues
Operating lease revenue increased 20.9% in the first quarter of fiscal 1999 from
the comparable period in fiscal 1998. The increase in operating lease revenues
results principally from additional rental income earned from the addition of
four properties purchased in 1998. Such revenues amounted to $1,100,000 in the
three months ended January 31, 1999. Operating lease revenue for properties
owned in both the first quarter of fiscal 1999 and 1998 were generally unchanged
in the first quarter of fiscal 1999 when compared to the same period in the year
ago quarter.
The Company's properties were more than 96% leased at January 31, 1999,
unchanged from the end of the last fiscal quarter.
Interest income decreased in the three months ended January 31, 1999. During the
first quarter of fiscal 1998, the Company reinvested the net proceeds from a $35
million preferred stock issue sold in January, 1998, into short-term cash
investments until such time as the proceeds were used to make additional real
estate investments or repayment of outstanding mortgage indebtedness.
Expenses
Total expenses amounted to $5,082,000 in the first quarter of fiscal 1999
compared to $4,620,000 in the same period last year. The largest expense
category is property expenses of the real estate operating properties. The
increase in property expenses in fiscal 1999 reflect the effect of the
acquisition of four properties during fiscal 1998. Property expenses related to
properties acquired in 1998 increased operating expenses by $285,000 in the
first
11
<PAGE>
quarter of fiscal 1999. Property expenses in fiscal 1999 for properties owned
during both fiscal 1999 and 1998 increased by less than 2% compared to the same
period in fiscal 1998.
Interest expense decreased from the repayment of $24.1 million of mortgage notes
payable in fiscal 1998. However, the Company increased borrowings on its
short-term bank and secured revolving credit facilities to complete the
acquisition of certain properties.
Depreciation and amortization expense increased principally from the acquisition
of four properties during fiscal 1998.
General and administrative expenses increased in fiscal 1999 from higher legal
and other professional costs and compensation expense related to restricted
stock issued to key employees of the Company.
Impact of Year 2000
The Company has assessed the Year 2000 issue to determine the impact, if any, on
its operations. The Company has determined that it will not be required to
significantly modify or replace its existing hardware or software programs so
that its business systems are able to process information beyond 1999.
The Company has also completed a survey of all of its key tenants, vendors,
banks and other parties to determine the extent to which the Company is
vulnerable in the event those parties fail to remediate their own Year 2000
issue. The Company plans to complete the Year 2000 project during the second
quarter of fiscal 1999. The estimated costs attributable to the purchase of new
computer equipment and software, third party modification plans, consulting
fees, etc. are not expected to have a material effect on the Company's results
of operations in fiscal 1999.
12
<PAGE>
PART II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K
--------------------------------
Reports on Form 8-K
During the first quarter of fiscal 1999, the Registrant filed with the
Commission:
(1) An Amendment to Current Report on Form 8-K filed as of
November 11, 1998. Such report referred under Item 5 to the
acquisition of a 95,628 square foot shopping center for a
purchase price of $21,400,000.
(2) The Registrant filed with the Commission a Current Report on
Form 8-K dated November 5, 1998. Such report referred under
Item 5 to the adoption of a new shareholder's rights plan, and
in connection with the adoption of such plan, the declaration
of a dividend distribution of one right for each outstanding
share of Common Stock, par value $.01 per share, and
each outstanding share of Class A Common Stock, par value $.01
per share, of the Registrant to shareholders of record at the
close of business on November 13, 1998 (the "Declaration
Date").
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
and Principal Accounting Officer)
Dated: March 15, 1999
13
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> US dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Oct-31-1999
<PERIOD-START> Nov-01-1998
<PERIOD-END> Jan-31-1999
<EXCHANGE-RATE> 1
<CASH> 4,267,000
<SECURITIES> 0
<RECEIVABLES> 2,551,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 195,365,000 <F1>
<DEPRECIATION> 28,683,000
<TOTAL-ASSETS> 177,164,000
<CURRENT-LIABILITIES> 9,930,000 <F2>
<BONDS> 39,115,000
0
33,462,000
<COMMON> 120,259,000
<OTHER-SE> (32,891,000)
<TOTAL-LIABILITY-AND-EQUITY> 177,164,000
<SALES> 0
<TOTAL-REVENUES> 6,933,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,205,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 877,000
<INCOME-PRETAX> 1,851,000
<INCOME-TAX> 104,000 <F3>
<INCOME-CONTINUING> 1,747,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 786,000 <F4>
<NET-INCOME> 961,000
<EPS-PRIMARY> .09 <F5>
<EPS-DILUTED> .10 <F5>
<EPS-BASIC> .10 <F6>
<FN>
<F1> This item consists of Real Estate Investments
<F2> This item includes Bank Loans of $8,000,000
<F3> This item consists of Minority Interest in Consolidated Joint Ventures
<F4> This item consists of Preferred Stock Dividends
<F5> Applicable to Common Shareholders
<F6> Applicable to Class A Common Shareholders
</FN>
</TABLE>
