URSTADT BIDDLE PROPERTIES INC
10-Q, 2000-03-15
REAL ESTATE INVESTMENT TRUSTS
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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, 2000          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:  5,576,665
Common Shares, par value $.01 per share and 5,288,876 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 14 PAGES,  NUMBERED  CONSECUTIVELY
FROM 1 TO 14 INCLUSIVE, OF WHICH THIS PAGE IS 1.


                                       1
<PAGE>




                                      INDEX

                         URSTADT BIDDLE PROPERTIES INC.

PART I.  FINANCIAL INFORMATION

Item 1.      Financial Statements (Unaudited)

             Consolidated Balance Sheets--January 31, 2000 and October 31, 1999.

             Consolidated Statements of Income--Three months ended January 31,
             2000 and 1999,

             Consolidated  Statements of Cash Flows--Three  months ended January
             31, 2000 and 1999.

             Consolidated Statements of Stockholders' Equity--Three months ended
             January 31, 2000 and 1999.

             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>
                                                                                                    January 31      October 31
  ASSETS                                                                                              2000              1999
                                                                                                      ----              ----
<S>                                                                                                      <C>               <C>
Real Estate Investments:
      Properties owned-- at cost, net of accumulated depreciation                                      $143,616          $144,522
      Properties available for sale - at cost, net of accumulated
        depreciation and recoveries                                                                      16,437            16,966
      Investment in unconsolidated joint venture                                                          9,364             9,889
      Mortgage notes receivable                                                                           2,471             2,500
                                                                                                          -----             -----
                                                                                                        171,888           173,877

  Cash and cash equivalents                                                                               3,618             2,758
  Interest and rent receivable                                                                            3,707             3,370
  Deferred charges, net of accumulated amortization                                                       2,303             2,418
  Other assets                                                                                            1,674             1,351
                                                                                                          -----             -----
                                                                                                       $183,190          $183,774
                                                                                                       ========          ========
  LIABILITIES AND STOCKHOLDERS' EQUITY

  Liabilities:
      Bank loans                                                                                        $ 2,000           $ 2,000
      Mortgage notes payable                                                                             51,096            51,263
      Accounts payable and accrued expenses                                                               1,642             1,907
      Deferred directors' fees and officers' compensation                                                   116               155
      Other liabilities                                                                                   2,077             1,810
                                                                                                          -----             -----
                                                                                                         56,931            57,135
                                                                                                         ------            ------

  Minority Interest                                                                                       5,140             5,140
                                                                                                          -----             -----

  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); 350,000 shares issued and outstanding in 2000 and 1999                            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;
      5,576,665 and 5,531,845 issued and outstanding shares in 2000 and 1999, respectively                   56                55
      Class A Common stock, par value $.01 per share; 40,000,000 shares authorized;
      5,288,876 and  5,184,039 issued and outstanding shares in 2000 and 1999 respectively                   53                52
      Additional paid in capital                                                                        122,072           120,964
      Cumulative distributions in excess of net income                                                 (32,068)          (31,127)
      Unamortized restricted stock compensation and notes receivable
        from officers/stockholders                                                                      (2,456)           (1,907)
                                                                                                        -------           -------

                                                                                                         87,657            88,037
                                                                                                         ------            ------
                                                                                                       $183,190          $183,774
                                                                                                       ========          ========
</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>
                                                                                    Three Months Ended January 31,
                                                                                  ---------------------------------------
                                                                                             2000             1999
                                                                                             ----             ----
<S>                                                                                          <C>               <C>
Revenues:

    Operating leases                                                                      $ 7,614          $ 6,679
    Financing leases                                                                           37               70
    Interest and other                                                                        132              150
    Equity income of unconsolidated joint venture                                              29               34
                                                                                               --               --
                                                                                            7,812            6,933
                                                                                            -----            -----

Operating Expenses:

    Property expenses                                                                       2,463            2,150
    Interest                                                                                1,115              877
    Depreciation and amortization                                                           1,510            1,390
    General and administrative expenses                                                       772              614
    Directors' fees and expenses                                                               52               51
                                                                                               --               --
                                                                                            5,912            5,082
                                                                                            -----            -----

Operating Income before Minority Interests                                                  1,900            1,851

 Minority Interests in Results of Consolidated Joint Ventures                                 113              104
                                                                                              ---              ---

Net Income                                                                                  1,787            1,747

    Preferred Stock Dividends                                                                 786              786
                                                                                              ---              ---

Net Income Applicable to Common and Class A Common  Stockholders                           $1,001            $ 961
                                                                                           ======            =====

Basic Earnings per Share:

Common                                                                                       $.09             $.09
                                                                                             ====             ====
Class A Common                                                                               $.10             $.10
                                                                                             ====             ====

Weighted Average Number of Shares Outstanding:

Common                                                                                      5,376            5,085
                                                                                            =====            =====
Class A Common                                                                              5,035            5,177
                                                                                            =====            =====

Diluted Earnings Per Share:

Common                                                                                       $.09             $.09
                                                                                             ====             ====
Class A Common                                                                               $.10             $.10
                                                                                             ====             ====

Weighted Average Number of  Shares Outstanding:

Common and Common Equivalent                                                                5,472            5,151
                                                                                            =====            =====
Class A Common and Class A Common Equivalent                                                5,522            5,460
                                                                                            =====            =====

</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                                                                                  Three Months Ended January 31,
                                                                                          ------------------------------

                                                                                              2000         1999
                                                                                               ----         ----
          <S>                                                                                 <C>           <C>
         Operating Activities:

         Net income                                                                          $1,787       $1,747
         Adjustments to reconcile net income to net cash provided
             by operating activities:
             Depreciation and amortization                                                    1,510        1,390
             Compensation recognized relating to restricted stock                               141          103
             Recovery of investment in properties owned
                subject to financing leases                                                     334          300
             Equity in income of unconsolidated joint venture                                  (29)          (34)
             (Increase) in interest and rent receivable                                       (337)         (106)
             (Decrease)  increase in accounts payable and accrued expenses                    (265)           17
             (Increase)  in other assets and other liabilities, net                           (105)         (610)
                                                                                              -----         -----
             Net Cash Provided by Operating Activities                                        3,036         2,807
                                                                                              -----         -----

         Investing Activities:

             Acquisitions of properties                                                           -      (2,758)
             Improvements to properties and deferred charges                                   (284)       (388)
             Distributions received from unconsolidated joint venture                           700           -
             Investment in unconsolidated joint venture                                        (146)       (199)
             Payments received on mortgage notes receivable                                      29          26
                                                                                                 --          --

             Net Cash Provided by (Used in) Investing Activities                                299       (3,319)
                                                                                                ---       -------

         Financing Activities:

             Proceeds from bank loans                                                             -       2,000
             Sales of additional Common and Class A Common Shares                            1,237        1,370
             Dividends paid - Common and Class A Common Shares                              (1,942)      (1,861)
             Dividends paid - Preferred Stock                                                 (786)           -
             Purchases of Common and Class A Common  Shares                                   (817)        (534)
             Payments on mortgage notes payable                                               (167)         (96)
                                                                                              -----        ----

             Net Cash (Used in) Provided by Financing Activities                            (2,475)         879
                                                                                            -------      ------

         Net Increase In Cash and Cash Equivalents                                              860          367

         Cash and Cash Equivalents at Beginning of Period                                     2,758        3,900
                                                                                              -----        -----

         Cash and Cash Equivalents at End of Period                                          $3,618       $4,267
                                                                                             ======       ======
</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, 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)
Sale of additional shares                   -       -     162,500       2       1,298          -         -      1,300
Sale of additional shares
  under dividend reinvestment           4,163       -       4,472       -          70          -         -         70
  plan
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
                                    =========     ===   =========      ===    ========  =========  ========    =======

Balance - October 31 1999           5,531,845     $55   5,184,039    $52     $120,964  $(31,127)  $(1,907)    $88,037
Net Income Applicable to
Common and Class A Common                   -       -           -       -           -      1,001         -      1,001
stockholders
Cash dividends paid :
  Common Stock ($.175 per share)            -       -           -       -           -      (946)         -      (946)
  Class A Common Stock ($.195
  per share)                                -       -           -       -           -      (996)         -      (996)
Sale of additional shares              29,400       -     123,400       1       1,159          -         -      1,160
Sale of additional shares
  under dividend reinvestment plan      5,420       -       5,437       -          77          -         -         77
Shares issued under restricted
 stock plan                            47,500       1      47,500       1         688          -     (690)          -
Amortization of restricted stock
  compensation                              -       -           -       -           -          -       141        141
Purchases of shares                   (37,500)       -    (71,500)     (1)       (816)         -         -       (817)
                                     --------     ---   ---------    ---     --------   --------  --------    -------
Balances - January 31, 2000         5,576,665     $56   5,288,876    $53     $122,072  $(32,068)  $(2,456)    $87,657
                                    =========     ===   =========    ===     ========  =========  ========    =======


</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, 2000 are not
necessarily  indicative  of the results that may be expected for the year ending
October 31, 2000.  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, 1999.

Earnings Per Share

Basic EPS  ("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
<PAGE>





The following table sets forth the reconciliation  between basic and diluted EPS
(in thousands):
<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                         January

                                                                                ------------ ------------
                                                                                       2000         1999
<S>                                                                                    <C>           <C>
Numerator

Net income  applicable to Common Stockholders - basic                                  $490         $457
Effect of dilutive securities:
  Operating partnership units                                                            14           52
                                                                                         --           --
Net income applicable to Common Stockholders - diluted                                 $504         $509
                                                                                       ====         ====

Denominator

Denominator for basic EPS-weighted average Common shares                              5,376        5,085
Effect of dilutive securities:
  Stock options and awards                                                               96           66
  Operating partnership units                                                           ---          ---
                                                                                        ---          ---
Denominator for diluted EPS - weighted average Common
  equivalent shares                                                                   5,472        5,151
                                                                                      =====        =====

Numerator

Net income applicable to Class A Common Stockholders-basic                             $511         $504
Effect of dilutive securities:
  Operating partnership units                                                            56           52
                                                                                         --           --
Net income applicable to Class A Common Stockholders - diluted                         $567         $556
                                                                                       ====         ====

Denominator

Denominator for basic EPS - weighted average Class A Common shares                    5,035        5,177
Effect of dilutive securities:
  Stock options and awards                                                              104           68
  Operating partnership units                                                           383          215
                                                                                        ---          ---
Denominator for diluted EPS - weighted average
  Class A Common equivalent shares                                                    5,522        5,460
                                                                                      =====        =====
</TABLE>

The weighted  average  Common  equivalent  shares and Class A Common  equivalent
shares for the  quarter  ended  January 31,  2000 and 1999 each  exclude  54,553
shares. These shares were not included in the calculation of diluted EPS because
the effect would be anti-dilutive.

Stockholders Equity

On January 7, 2000,  the Company sold 29,400  Common  Shares and 123,400 Class A
Common shares for aggregate net proceeds of $1.16 million in a private placement
which included all of the senior officers and directors of the Company.

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
and Common  shares.  During the three months ended January 31, 2000, the Company
awarded  47,500 Common shares and 47,500 Class A Common  shares  (46,500  Common
shares and 46,500 Class A Common shares in 1999) 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  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.


                                       8
<PAGE>



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, 2000,  the Company  purchased  37,500 Common
shares and 71,500 Class A Common shares at an aggregate  cost of $817,000  under
this program.

Segment Reporting

For  financial  reporting  purposes,  the  Company  has  grouped its real estate
investments  into two segments:  equity  investments and mortgage loans.  Equity
investments  are  managed  separately  from  mortgage  loans as they  require  a
different operating strategy and management  approach.  The Company assesses and
measures  operating  results for each of its  segments,  based on net  operating
income.  For equity  investments,  net operating  income is calculated as rental
revenues of the property less its rental expenses (such as common area expenses,
property taxes,  insurance,  etc.) and, for mortgage loans, net operating income
consists of interest income less direct expenses, if any.

The  revenues,  net  operating  income  and  assets  for each of the  reportable
segments are  summarized  in the  following  tables for the three month  periods
ended  January  31,  2000 and 1999.  Non-segment  assets  include  cash and cash
equivalents,  interest  receivable,  and other assets. The non-segment  revenues
consist principally of interest income on temporary investments.(In thousands)

<TABLE>
<CAPTION>
                                         Equity              Mortgage         Non
Quarter Ending January 31                Investments         Loans            Segment          Total
- -------------------------                -----------         ------------     -------          -----
2000

<S>                                      <C>                 <C>              <C>              <C>
Total Revenues                           $    7,680          $     85         $     47         $    7,812
                                         ===========         =========        ========         ==========
Net Operating Income                     $    5,104          $     85         $     47         $    5,236
                                         ===========         ========         ========         ==========
Total Assets                             $  178,311            $2,471           $2,408           $183,190
                                         ===========         ========         ========         ==========

1999

Total Revenues                           $    6,783          $     79         $     71         $    6,933
                                         ===========         =========        ========         ==========
Net Operating Income                     $    4,529          $     79         $     71         $    4,679
                                         ===========         =========        =========        ==========
Total Assets                             $  171,716          $  2,581         $  2,867         $  177,164
                                         ===========         =========        =========        ==========

</TABLE>



                                       9
<PAGE>






The  reconciliation to net income for the combined  reportable  segments and for
the Company is as follows:
<TABLE>
<CAPTION>

Quarter Ended January 31 (In thousands),                                                  2000            1999
                                                                                          ----            ----

<S>                                                                                     <C>             <C>
Net Operating Income from Reportable Segments                                           $5,236          $4,679
                                                                                        ------          ------

Deductions:
     Interest expense                                                                    1,115             877
     Depreciation and amortization                                                       1,510           1,390
     General, administrative and
      other expenses                                                                       824             665
                                                                                         -----           -----
Total Deductions                                                                         3,449           2,932
                                                                                         -----           -----

Net Income                                                                               1,787           1,747
     Preferred stock dividends                                                           (786)           (786)
                                                                                         -----           -----
Net Income Applicable to

     Common and Class A Common Stockholders                                             $1,001           $ 961
                                                                                        ======           =====

</TABLE>

Subsequent Event and Commitments

In February 2000, the Company closed a $6.5 million  nonrecourse  first mortgage
loan  secured  by one of its retail  properties  having a net book value of $9.1
million at January 31, 2000.  The mortgage loan has a term of 10 years and bears
interest at a fixed rate of 7.78%.

The Company has contracted for the sale of two of its non-core  properties.  The
sales, which are expected to close in the Company's second quarter,  will result
in net gains on the sales of properties of approximately $1,050,000.




                                       10
<PAGE>




ITEM 2

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,proceeds from sales of non-core
assets and/or the issuance of additional equity securities.

At January 31, 2000,  the Company had cash and cash  equivalents of $3.6 million
compared to $2.8 million at October 31 1999.  The Company also has a $20 million
secured revolving credit facility with a bank which expires in 2005. The secured
credit line is available to finance the  acquisition,  management or development
of commercial real estate and for working capital purposes. At January 31, 2000,
the Company had outstanding  borrowings of $2 million under an unsecured line of
credit which  expired on December 31, 1999.  The Company has agreed in principle
with a bank for a $10 million  unsecured credit facility for a term of one year.
Extensions  of credit  under the credit  facility  will be subject to the bank's
satisfaction of certain conditions. At January 31, 2000, long-term debt consists
of mortgage notes payable  totaling $38.1 million and outstanding  borrowings of
$12.9 million under the secured revolving credit facility.

In February 2000, the Company  obtained a mortgage note payable in the amount of
$6.5  million  secured by one of its core  retail  properties  having a net book
value of $9.1 million.  Proceeds  from the  financing  were used to repay a $4.1
million mortgage note payable maturing in April 2000 and outstanding  short-term
bank loans.

During  the first  quarter  of fiscal  2000,  the  Company  completed  a private
placement of  approximately  $1,160,000 of additional  Common and Class A Common
shares.

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  37,500  Common  shares  and  71,500  Class A  Common  shares  at an
aggregate cost of $817,000 from available  cash. The Company expects to fund the
cost of future share purchases, if any, from available cash.

In a prior year,  the Board of  Directors  expanded  and  refined the  strategic
objectives  of the  Company to refocus  its real  estate  portfolio  into one of
self-managed retail properties located in the Northeast and authorized a plan to
sell the  non-core  properties  of the Company in the normal  course of business
over a period of several  years.  The  non-core  properties  comprise all of the
Company's  distribution  and service  facilities,  and certain of its office and
retail  properties and undeveloped  land located outside of the Northeast region
of the United  States.  The Company has  contracted  to sell two of its non-core
properties  for aggregate  proceeds of $4.1  million.  The sales are expected to
close in the Company's fiscal second quarter.




                                       11
<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) from sales
of property,  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  or of its
dividend paying capacity.  Furthermore,  FFO as disclosed by other REITs may not
be comparable to the Company's  calculation  of FFO. The table below  provides a
reconciliation  of net income in accordance with GAAP to FFO as calculated under
the NAREIT  guidelines  for the three month  periods  ended January 31, 2000 and
1999 (amounts in thousands):
<TABLE>
<CAPTION>

                                                                                     Three months ended January 31

                                                                                               2000            1999
                                                                                               ----            ----
<S>                                                                                          <C>               <C>
Net Income Applicable to Common and Class A Common Stockholders                              $1,001            $961

Plus: Real property depreciation, amortization of tenant improvements and
         amortization of lease acquisition costs and recoveries of investments
         in properties subject to finance leases                                              1,717           1,579

         Adjustments for unconsolidated joint venture                                           188             165
                                                                                                ---             ---

Funds from Operations                                                                        $2,906          $2,705
                                                                                             ======          ======


</TABLE>

RESULTS OF OPERATIONS

Revenues

Operating  lease revenue  increased 14% in the first quarter of fiscal 2000 from
the comparable  period in fiscal 1999. The increase in operating  lease revenues
results  principally  from  additional  rental  income  earned  from  properties
acquired  in  fiscal  1999 and the  effect  of new  leasing  at  certain  of the
Company's core retail properties. Revenues derived from new acquisitions totaled
$936,000 in the three months ended January 31, 2000. Operating lease revenue for
all other  properties  owned increased 4.8% in fiscal 2000 from new leasing when
compared to the same period in the year ago quarter.

During fiscal 2000, two tenants with leases totaling 28,000 square feet of space
filed  for  bankruptcy  protection  and  vacated  their  premises  at one of the
Company's  retail  properties.  The Company is actively seeking to replace these
tenants.

The  Company's  core  properties  were more than 95% leased at January 31, 2000,
unchanged from the end of the last fiscal quarter. The Company leased or renewed
72,000  square  feet of  leasable  space in the first  quarter  of  fiscal  2000
compared to 36,000 square feet of space in the comparable quarter a year ago.


                                       12
<PAGE>



Expenses

Total  expenses  amounted  to  $5,912,000  in the first  quarter of fiscal  2000
compared to  $5,082,000  in the same  quarter  last year.  The  largest  expense
category is  property  expenses of the real  estate  operating  properties.  The
increase  in  property  expenses  in fiscal  2000  reflect  the effect of recent
acquisitions of properties in fiscal 1999.  Property  expenses of new properties
increased  operating  expenses by $280,000 in the first  quarter of fiscal 2000.
Property  expenses for all other  properties  increased by 8.9%  compared to the
same period in fiscal 1999.  The  increases  were  principally  attributable  to
higher repairs and maintenance  expenses and real estate taxes at certain of the
Company's core properties.

Interest  expense  increased  from  borrowings  on the  Company's  unsecured and
secured  revolving  credit  facilities  utilized to complete the  acquisition of
properties in fiscal 1999 and $25.4 million in new first mortgage loans financed
last year.

Depreciation and amortization expense increased principally from the acquisition
of nearly $23 million of properties during fiscal 1999.

General and  administrative  expenses increased in fiscal 2000 from higher legal
and other  professional  costs and  compensation  expense  related to restricted
stock issued to key employees of the Company.




                                       13
<PAGE>





                                             PART II - OTHER INFORMATION

Item 6            Exhibits and Reports on Form 8-K
                  --------------------------------

                  Reports on Form 8-K

                  There were no  reports  on Form 8-K filed with the  Securities
                  and Exchange  Commission during the Registrant's  fiscal first
                  quarter ended January 31, 2000.

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)


                                                     /S/ Charles J. Ustadt
                                                 By
                                                 Charles J. Urstadt
                                                 Chairman and
                                                 Chief Executive Officer

                                                     /S/ James R. Moore
                                                 By:
                                                 James R. Moore
                                                 Executive Vice President/
                                                 Chief Financial Officer
                                                 (Principal Financial Officer
                                               and Principal Accounting Officer)
Dated: March 14, 2000
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-31-2000
<PERIOD-START>                                 Nov-01-1999
<PERIOD-END>                                   Jan-31-2000
<EXCHANGE-RATE>                                1
<CASH>                                         3,618,000
<SECURITIES>                                   0
<RECEIVABLES>                                  3,707,000
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               7,325,000
<PP&E>                                         203,742,000 <F1>
<DEPRECIATION>                                 31,855,000
<TOTAL-ASSETS>                                 183,190,000
<CURRENT-LIABILITIES>                          3,642,000 <F2>
<BONDS>                                        51,096,000
                          0
                                    33,462,000
<COMMON>                                       122,181,000
<OTHER-SE>                                     (32,068,000)
<TOTAL-LIABILITY-AND-EQUITY>                   183,190,000
<SALES>                                        0
<TOTAL-REVENUES>                               7,812,000
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               4,797,000
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             1,115,000
<INCOME-PRETAX>                                1,900,000
<INCOME-TAX>                                   113,000 <F3>
<INCOME-CONTINUING>                            1,787,000
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      786,000 <F4>
<NET-INCOME>                                   1,001,000
<EPS-BASIC>                                    .09 <F5>
<EPS-DILUTED>                                  .10 <F5>
[EPS-BASIC]                                    .09 <F6>
[EPS-DILUTED]                                  .10 <F6>


<FN>
<F1>  This item consists of Real Estate Investment
<F2>  This item includes Bank Loan of $2,000,000
<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 Shareholders
</FN>



</TABLE>


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