URSTADT BIDDLE PROPERTIES INC - Annual Report: 2007 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
x
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
|
EXCHANGE
ACT OF
1934
|
For
the fiscal year ended October 31, 2007
|
o
TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES
|
EXCHANGE
ACT OF
1934
|
For
the
transition period from _____ to _____
Commission
File No.
1-12803
URSTADT
BIDDLE PROPERTIES
INC.
(Exact
name of registrant as specified in its charter)
Maryland
|
04-2458042
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer 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
Securities
registered pursuant to Section 12(b) of the Act:
Name
of each exchange
|
|
Title
of each class
|
on
which registered
|
Common
Stock, par value $.01 per share
|
New
York Stock Exchange
|
Class
A Common Stock, par value $.01 per share
|
New
York Stock Exchange
|
8.50
% Series C Senior Cumulative Preferred Stock
|
New
York Stock Exchange
|
7.5
% Series D Senior Cumulative Preferred Stock
|
New
York Stock Exchange
|
Preferred
Share Purchase Rights
|
New
York Stock Exchange
|
1
Securities
registered pursuant to Section 12 (g) of the
Act: None
|
|||
Indicate
by check mark if the Registrant is a well-known seasoned issuer,
as
defined in Rule 405 of the Securities Act.
|
|||
Yes
o
|
No
x
|
||
Indicate
by check mark if the Registrant is not required to file reports
pursuant
to Section 13 or 15 (d) of the Act.
|
|||
Yes
o
|
No
x
|
||
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.
|
|||
Yesx
|
Noo
|
||
Indicate
by check mark if disclosure of delinquent filers pursuant to
Item 405 of
Regulation S-K is not contained herein, and will not be contained,
to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. x
|
|||
Indicate
by check mark whether the Registrant is a large accelerated filer,
an
accelerated filer or a non-accelerated filer. See definition of
accelerated filer and non-accelerated filer in Rule 12b-2 of
the Exchange
Act (Check one):
|
|||
Large
accelerated filer o
|
Accelerated
filer x
|
Non-accelerated
filer o
|
|
Indicate
by check mark whether the Registrant is a shell company (as defined
in
Rule 12b-2 of the Act).
|
|||
Yes
o
|
No
x
|
||
The
aggregate market value of the voting common stock held by non-affiliates
of the Registrant as of April 30, 2007 (price at which the common
equity
was last sold as of the last business day of the Registrant’s most
recently completed second fiscal quarter): Common Shares, par
value $.01
per share $57,182,000; Class A Common Shares, par
value $.01 per share $324,323,000.
|
|||
Indicate
the number of shares outstanding of each of the Registrant's
classes of
Common Stock and Class A Common Stock, as of January 4, 2008
(latest date
practicable): 7,943,616 Common Shares, par value $.01 per share,
and
18,850,477 Class A Common Shares, par value $.01 per
share.
|
DOCUMENTS
INCORPORATED BY REFERENCE
Proxy
Statement for Annual Meeting of Stockholders to be held on March 6, 2008
(certain parts as indicated herein) (Part III).
2
TABLE
OF
CONTENTS
Item
No.
|
Page
No.
|
|
PART
I
|
||
1.
|
Business
|
4 |
1
A.
|
Risk
Factors
|
9 |
1
B.
|
Unresolved
Staff Comments
|
14 |
2.
|
Properties
|
15 |
3.
|
Legal
Proceedings
|
16 |
4.
|
Submission
of Matters to a Vote of Security Holders
|
16 |
PART
II
|
||
5.
|
Market
for the Registrant's Common Equity, Related
Shareholder
Matters and Issuer Purchases of Equity Securities
|
17 |
6.
|
Selected
Financial Data
|
19 |
7.
|
Management's
Discussion and Analysis of
Financial
Condition and Results of Operations
|
20 |
7
A.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
29 |
8.
|
Financial
Statements and Supplementary Data
|
30 |
9.
|
Changes
in and Disagreements with Accountants
on
Accounting and Financial Disclosure
|
30 |
9
A.
|
Controls
and Procedures
|
30 |
9
B.
|
Other
Information
|
33 |
PART
III
|
||
10.
|
Directors,
Executive Officers and Corporate Governance
|
33 |
11.
|
Executive
Compensation
|
33 |
12.
|
Security
Ownership of Certain Beneficial Owners and
Management
and Related Stockholder Matters
|
34 |
13.
|
Certain
Relationships and Related Transactions and Director
Independence
|
34 |
14.
|
Principal
Accountant Fees and Services
|
34 |
PART
IV
|
||
15.
|
Exhibits
and Financial Statement Schedules
|
35 |
Signatures
|
61 |
3
PART
I
Forward-Looking
Statements
This
Annual Report on Form 10-K of Urstadt Biddle Properties Inc. (the “Company”)
contains certain 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. Such statements can generally
be identified by such words as “anticipate”, “believe”, “can”, “continue”,
“could”, “estimate”, “expect”, “intend”, “may”, “plan”, “seek”, “should”, “will”
or variations of such words or other similar expressions and the negatives
of
such words. 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 inherently subject to risks, uncertainties and other factors,
many of which cannot be predicted with accuracy and some of which might not
even
be anticipated. Future events and actual results, performance or
achievements, financial and otherwise, may differ materially from the results,
performance or achievements expressed or implied by the forward-looking
statements. Risks, uncertainties and other factors that might cause
such differences, some of which could be material, include, but are not limited
to economic and other market conditions; financing risks, such as the inability
to obtain debt or equity financing on favorable terms; the level and volatility
of interest rates; financial stability of tenants; the inability of the
Company’s properties to generate revenue increases to offset expense increases;
governmental approvals, actions and initiatives; environmental/safety
requirements; risks of real estate acquisitions (including the failure of
acquisitions to close); risks of disposition strategies; as well as other
risks
identified in this Annual Report on Form 10-K under Item 1A. Risk Factors
and in
the other reports filed by the Company with the Securities and Exchange
Commission (the “SEC”).
Item
1. Business.
Organization
The
Company, a Maryland Corporation, is a real estate investment trust engaged
in
the acquisition, ownership and management of commercial real estate. The
Company
was organized as an unincorporated business trust (the “Trust”) under the laws
of the Commonwealth of Massachusetts on July 7, 1969. In 1997, the shareholders
of the Trust approved a plan of reorganization of the Trust from a Massachusetts
business trust to a corporation organized in Maryland. The plan of
reorganization was effected by means of a merger of the Trust into the
Company. As a result of the plan of reorganization, the Trust was
merged with and into the Company, the separate existence of the Trust ceased,
the Company was the surviving entity in the merger and each issued and
outstanding common share of beneficial interest of the Trust was converted
into
one share of Common Stock, par value $.01 per share, of the
Company.
Tax
Status – Qualification
as a Real Estate Investment Trust
The
Company elected to be taxed as a real estate investment trust (“REIT”) under
Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code")
beginning with its taxable year ended October 31, 1970. Pursuant to
such provisions of the Code, a REIT which distributes at least 90% of its
real
estate investment trust taxable income to its shareholders each year and
which
meets certain other conditions regarding the nature of its income and assets
will not be taxed on that portion of its taxable income which is distributed
to
its shareholders. Although the Company believes that it qualifies as
a real estate investment trust for federal income tax purposes, no assurance
can
be given that the Company will continue to qualify as a REIT.
Description
of
Business
The
Company's sole business is the ownership of real estate investments, which
consist principally of investments in income-producing properties, with primary
emphasis on properties in the northeastern part of the United States with
a
concentration in Fairfield County, Connecticut, Westchester and Putnam Counties,
New York and Bergen County, New Jersey. The Company's core properties
consist principally of neighborhood and community shopping centers and five
office buildings. The remaining properties consist of two industrial
properties. The Company seeks to identify desirable properties for
acquisition, which it acquires in the normal course of business. In
addition, the Company regularly reviews its portfolio and from time to time
may
sell certain of its properties.
The
Company intends to continue to invest substantially all of its assets in
income-producing real estate, with an emphasis on neighborhood and community
shopping centers, although the Company will retain the flexibility to invest
in
other types of real property. While the Company is not limited to any
geographic location, the Company's current strategy is to invest primarily
in
properties located in the northeastern region of the United States with a
concentration in Fairfield County, Connecticut, Westchester and Putnam Counties,
New York, and Bergen County, New Jersey.
4
At
October 31, 2007, the Company owned or had an equity interest in thirty-nine
properties comprised of neighborhood and community shopping centers, office
buildings and industrial facilities located in seven states throughout the
United States, containing a total of 3.7 million square feet of gross leasable
area. For a description of the Company's individual investments, see Item
2-Properties.
Investment
and Operating
Strategy
The
Company's investment objective is to increase the cash flow and consequently
the
value of its properties. The Company seeks growth through (i) the
strategic re-tenanting, renovation and expansion of its existing properties,
and
(ii) the selective acquisition of income-producing properties, primarily
neighborhood and community shopping centers, in its targeted geographic
region. The Company may also invest in other types of real estate in
the targeted geographic region. For a discussion of key elements of the
Company’s growth strategies and operating policies, see Item 7 – Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
The
Company invests in properties where cost effective renovation and expansion
programs, combined with effective leasing and operating strategies, can improve
the properties’ values and economic returns. Retail properties are
typically adaptable for varied tenant layouts and can be reconfigured to
accommodate new tenants or the changing space needs of existing
tenants. In determining whether to proceed with a renovation or
expansion, the Company considers both the cost of such expansion or renovation
and the increase in rent attributable to such expansion or
renovation. The Company believes that certain of its properties
provide opportunities for future renovation and expansion.
When
evaluating potential acquisitions, the Company considers such factors as
(i)
economic, demographic, and regulatory conditions in the property’s local and
regional market; (ii) the location, construction quality, and design of the
property; (iii) the current and projected cash flow of the property and the
potential to increase cash flow; (iv) the potential for capital appreciation
of
the property; (v) the terms of tenant leases, including the relationship
between
the property’s current rents and market rents and the ability to increase rents
upon lease rollover; (vi) the occupancy and demand by tenants for properties
of
a similar type in the market area; (vii) the potential to complete a strategic
renovation, expansion or re-tenanting of the property; (viii) the property’s
current expense structure and the potential to increase operating margins;
and
(ix) competition from comparable properties in the market area.
The
Company may from time to time enter into arrangements for the acquisition
of
properties with unaffiliated property owners through the issuance of units
of
limited partnership interests in entities that the Company
controls. These units may be redeemable for cash or for shares of the
Company’s Common stock or Class A Common stock. The Company believes
that this acquisition method may permit it to acquire properties from property
owners wishing to enter into tax-deferred transactions. In August 2007, the
Company purchased all of the remaining limited partner operating partnership
units (OPU’s) in a partnership that owned The Shoppes at Eastchester, in
Eastchester, New York for $2.8 million. Prior to the purchase the
Company was the sole general partner in the partnership. As a result
of the purchase the partnership terminated and the property is now directly
owned by the Company.
Core
Properties
The
Company considers those properties that are directly managed by the Company,
concentrated in the retail sector and located close to the Company's
headquarters in Fairfield County, Connecticut, to be core
properties. Of the thirty-nine properties in the Company's portfolio,
thirty-seven properties are considered core properties consisting of thirty-two
retail properties and five office buildings (including the Company's executive
headquarters). At October 31, 2007, these properties contained in the
aggregate 3.2 million square feet of gross leasable area (“GLA”). The Company's
core properties collectively had 496 tenants providing a wide range of products
and services. Tenants include regional supermarkets, national and
regional discount department stores, other local retailers and office
tenants. At October 31, 2007, the core properties were 96%
leased. The Company believes the core properties are adequately
covered by property and liability insurance.
A
substantial portion of the Company's operating lease income is derived from
tenants under leases with terms greater than one year. Certain of the
leases provide for the payment of fixed base rentals monthly in advance and
for
the payment of a pro-rata share of the real estate taxes, insurance, utilities
and common area maintenance expenses incurred in operating the
properties.
5
For
the
fiscal year ended October 31, 2007, no single tenant comprised more than
5.0% of
the total annual base rents of the Company’s core properties. The following
table sets out a schedule of our ten largest tenants by percent of total
annual
base rent of our core properties as of October 31, 2007.
Tenant
|
Number
of
Stores
|
%
of Total
Annual
Base Rent of
Core
Properties
|
Stop
& Shop Supermarket
|
3
|
5.0%
|
Bed,
Bath & Beyond
|
2
|
2.3%
|
ShopRite
Supermarkets
|
3
|
2.1%
|
Staples,
Inc.
|
3
|
2.0%
|
Toys
“R” Us
|
2
|
1.8%
|
Christmas
Tree Shops
|
1
|
1.4%
|
Big
Y Foods Supermarkets
|
1
|
1.3%
|
Borders
Books
|
1
|
1.3%
|
Marshall’s
|
1
|
1.2%
|
The
Sports Authority
|
1
|
1.1%
|
19.5%
|
See
Item
2 Properties for a complete list of the Company’s core properties.
The
Company’s single largest real estate investment is its 90% general partnership
interest in the Ridgeway Shopping Center (“Ridgeway”). Ridgeway is
located in Stamford, Connecticut and was developed in the 1950’s and redeveloped
in the mid 1990’s. The property contains approximately 369,000 square feet of
gross leasable space. It is the dominant grocery anchored center and
the largest non-mall shopping center located in the City of Stamford, Fairfield
County, Connecticut. For the year ended October 31, 2007, Ridgeway revenues
represented approximately 14% of the Company’s total revenues and approximately
19% of the Company’s total assets at October 31, 2007. As of October 31, 2007,
Ridgeway was approximately 95% leased. The property’s largest tenants (by base
rent) are: The Stop & Shop Supermarket Company, a division of Ahold
(20%), Bed, Bath and Beyond (15%), Marshall’s Inc., a division of the TJX
Companies (10%), and L.A. Fitness International, LLC (10%). No other
tenant accounts for more than 10% of Ridgeway’s annual base rents.
The
following table sets out a schedule of the annual lease expirations for retail
leases at Ridgeway as of October 31, 2007 for each of the next ten years
and
thereafter (assuming that no tenants exercise renewal or cancellation options
and that there are no tenant bankruptcies or other tenant
defaults):
Year
of
Expiration
|
Number
of
Leases
Expiring
|
Square
Footage
|
Minimum
Base
Rentals
|
Base
Rent (%)
|
2008
|
3
|
5,945
|
$178,000
|
1.7%
|
2009
|
2
|
4,646
|
184,000
|
1.4%
|
2010
|
3
|
36,415
|
654,000
|
10.6%
|
2011
|
3
|
47,140
|
1,003,000
|
13.7%
|
2012
|
5
|
23,917
|
823,000
|
6.9%
|
2013
|
9
|
96,547
|
2,897,000
|
28.0%
|
2014
|
3
|
5,758
|
197,000
|
1.7%
|
2015
|
3
|
7,635
|
249,000
|
2.2%
|
2016
|
-
|
-
|
-
|
-
|
2017
|
1
|
60,000
|
1,853,000
|
17.4%
|
Thereafter
|
3
|
62,407
|
1,449,000
|
16.4%
|
Total
|
35
|
350,410
|
$9,487,000
|
100.00%
|
Non-Core
Properties
In
a
prior year, the Board of Directors of the Company expanded and refined the
strategic objectives of the Company to concentrate the real estate portfolio
into one of primarily retail properties located in the Northeast and authorized
the sale of the Company’s non-core properties in the normal course of business
over a period of several years given prevailing market conditions and the
characteristics of each property.
Through
this strategy, the Company seeks to update its property portfolio by disposing
of properties which have limited growth potential and redeploying capital
into
properties in its target geographic region and product type where the Company’s
management skills may enhance property values. The Company may engage
from time to time in like-kind property exchanges, which allow the Company
to
dispose of properties and redeploy proceeds in a tax efficient
manner.
6
At
October 31, 2007, the Company's non-core properties consisted of two industrial
facilities with a total of 447,000 square feet of GLA. The non-core
properties collectively had 2 tenants and were 100% leased at October 31,
2007.
The
two
industrial facilities consist of automobile and truck parts distribution
warehouses. The facilities are net leased to DaimlerChrysler
Corporation under long-term lease arrangements whereby the tenant pays all
taxes, insurance, maintenance and other operating costs of the property during
the term of the lease.
At
October 31, 2007, the Company also held one fixed rate mortgage note
receivable with a net book value of $1,305,000.
Financing
Strategy
The
Company intends to continue to finance acquisitions and property improvements
and/or expansions with the most advantageous sources of capital which it
believes are available to the Company at the time, and which may include
the
sale of common or preferred equity through public offerings or private
placements, the incurrence of additional indebtedness through secured or
unsecured borrowings, investments in real estate joint ventures and the
reinvestment of proceeds from the disposition of assets. The
Company’s financing strategy is to maintain a strong and flexible financial
position by (i) maintaining a prudent level of leverage, and (ii) minimizing
its
exposure to interest rate risk represented by floating rate debt.
Matters
Relating to the Real
Estate Business
The
Company is subject to certain business risks arising in connection with owning
real estate which include, among others, (1) the bankruptcy or insolvency
of, or
a downturn in the business of, any of its major tenants, (2) the possibility
that such tenants will not renew their leases as they expire, (3) vacated
anchor
space affecting an entire shopping center because of the loss of the departed
anchor tenant's customer drawing power, (4) risks relating to leverage,
including uncertainty that the Company will be able to refinance its
indebtedness, and the risk of higher interest rates, (5) potential liability
for
unknown or future environmental matters, and (6) the risk of uninsured losses.
Unfavorable economic conditions could also result in the inability of tenants
in
certain retail sectors to meet their lease obligations and otherwise could
adversely affect the Company's ability to attract and retain desirable
tenants. The Company believes that its shopping centers are
relatively well positioned to withstand adverse economic conditions since
they
typically are anchored by grocery stores, drug stores and discount department
stores that offer day-to-day necessities rather than luxury goods. For a
discussion of various business risks, see Item 1A. Risk Factors.
Compliance
with Governmental
Regulations
The
Company, like others in the commercial real estate industry, is subject to
numerous environmental laws and regulations. Although potential
liability could exist for unknown or future environmental matters, the Company
believes that its tenants are operating in accordance with current laws and
regulations.
Competition
The
real
estate investment business is highly competitive. The Company
competes for real estate investments with investors of all types, including
domestic and foreign corporations, financial institutions, other real estate
investment trusts, real estate funds, individuals and privately owned
companies. In addition, the Company's properties are subject to local
competitors from the surrounding areas. The Company does not consider
its real estate business to be seasonal in nature. The Company's shopping
centers compete for tenants with other regional, community or neighborhood
shopping centers in the respective areas where Company’s retail properties are
located. The Company's office buildings compete for tenants
principally with office buildings throughout the respective areas in which
they
are located. Leasing space to prospective tenants is generally
determined on the basis of, among other things, rental rates, location, and
physical quality of the property and availability of space.
Since
the
Company's industrial properties are net leased under long-term lease
arrangements that are not due to expire in the next twelve months, the Company
does not currently face any immediate competitive re-leasing pressures with
respect to such properties.
Property
Management
The
Company actively manages and supervises the operations and leasing at all
of its
core properties. The Company's remaining non-core industrial
properties are net leased to tenants under long-term lease arrangements,
whereby
the tenant is obligated to manage the property.
Employees
The
Company's executive offices are located at 321 Railroad Avenue, Greenwich,
Connecticut. It occupies approximately 8,000 square feet in a
two-story office building owned by the Company. The Company has 33 employees
and
believes that its relationship with its employees is good.
7
Company
Website
All
of
the Company’s filings with the SEC, including the Company’s annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K
and
amendments to those reports filed or furnished pursuant to Section 13(a)
or
15(d) of the Exchange Act, are available free of charge at the Company’s website
at www.ubproperties.com as soon as reasonably practicable after the Company
electronically files such material with, or furnishes it to, the
SEC. These filings can also be accessed through the SEC’s website at
www.sec.gov. Alternatively, the Company will provide paper copies of its
filings
(excluding exhibits) free of charge upon request to its shareholders or to
anyone who requests them.
Code
of Ethics and
Whistleblower Policy
The
Company’s Board of Directors has adopted a Code of Ethics for Senior Financial
Officers that applies to the Company’s Chief Executive Officer, Chief Financial
Officer and Controller. The Board also adopted a Code of Business
Conduct and Ethics applicable to all employees as well as a “Whistleblower
Policy”. The Company will make paper copies of these documents
available free of charge upon request to the Corporate Secretary of the
Company.
Financial
Information About
Industry Segments
The
Company operates in one industry segment, ownership of commercial real estate
properties, which are located principally in the northeastern United States.
The
Company does not distinguish its property operations for purposes of measuring
performance. Accordingly, the Company believes it has a single
reportable segment for disclosure purposes.
8
Item
1A. Risk
Factors
Risks
related to our
operations and properties
There
are risks relating to
investments in real estate and the value of our property interests depends
on
conditions beyond our control. Real property
investments are illiquid and we may be unable to change our property portfolio
on a timely basis in response to changing market or economic
conditions. Yields from our properties depend on their net income and
capital appreciation. Real property income and capital appreciation
may be adversely affected by general and local economic conditions, neighborhood
values, competitive overbuilding, zoning laws, weather, casualty losses and
other factors beyond our control. Since substantially all of the
Company’s income is rental income from real property, the Company’s income and
cash flow could be adversely affected if a large tenant is, or a significant
number of tenants are, unable to pay rent or if available space cannot be
rented
on favorable terms.
Operating
and other expenses of our properties, particularly significant expenses such
as
interest, real estate taxes and maintenance costs, generally do not decrease
when income decreases and, even if revenues increase, operating and other
expenses may increase faster than revenues.
Our
business strategy is mainly
concentrated in one type of commercial property and in one geographic
location. Our
primary investment
focus is neighborhood and community shopping centers located in the northeastern
United States, with a concentration in Fairfield County, Connecticut,
Westchester, Putnam Counties, New York and Bergen County, New
Jersey. For the year ended October 31, 2007, approximately 75% of our
total revenues were from properties located in these three counties. Various
factors may adversely affect a shopping center's profitability. These
factors include circumstances that affect consumer spending, such as general
economic conditions, economic business cycles, rates of employment, income
growth, interest rates and general consumer sentiment. These factors
could have a more significant localized effect in the areas where our core
properties are concentrated. Changes to the real estate market in our
focus areas, such as an increase in retail space or a decrease in demand
for
shopping center properties, could adversely affect operating
results. As a result, we may be exposed to greater risks than if our
investment focus was based on more diversified types of properties and in
more
diversified geographic areas.
In
addition, although we generally have invested between $5 million and $50
million
per property, we have no limit on the size of our investments. The
Company’s single largest real estate investment is its 90% interest in the
Ridgeway Shopping Center (“Ridgeway”) located in Stamford,
Connecticut. For the year ended October 31, 2007, Ridgeway revenues
represented approximately 14% of the Company’s total revenues and approximately
19% of the Company’s total assets at October 31, 2007. The loss of
this center or a material decrease in revenues from the center could have
a
material adverse effect on the Company.
We
are dependent on anchor tenants
in many of our retail properties. Most
of our retail
properties are dependent on a major or anchor tenant, a few of which lease
space
in more than one of our properties. If we are unable to renew any
lease we have with the anchor tenant at one of these properties upon expiration
of the current lease, or to re-lease the space to another anchor tenant of
similar or better quality upon expiration of the current lease on similar
or
better terms, we could experience material adverse consequences such as higher
vacancy, re-leasing on less favorable economic terms, reduced net income,
reduced funds from operations and reduced property values. Vacated
anchor space also could adversely affect an entire shopping center because
of
the loss of the departed anchor tenant's customer drawing power. Loss
of customer drawing power also can occur through the exercise of the right
that
some anchors have to vacate and prevent re-tenanting by paying rent for the
balance of the lease term. In addition, vacated anchor space could,
under certain circumstances, permit other tenants to pay a reduced rent or
terminate their leases at the affected property, which could adversely affect
the future income from such property. There can be no assurance that
our anchor tenants will renew their leases when they expire or will be willing
to renew on similar economic terms. See Item 1 – Business – Core
Properties in this Annual Report on Form 10-K for additional information
on our
ten largest tenants by percent of total annual base rent of our core
properties.
Similarly,
if one or more of our anchor tenants goes bankrupt, we could experience material
adverse consequences like those described above. Under bankruptcy
law, tenants have the right to reject their leases. In the event a
tenant exercises this right, the landlord generally may file a claim for
lost
rent equal to the greater of either one year's rent (including tenant expense
reimbursements) or 15% of the rent remaining under the balance of the lease
term, not to exceed three years. Actual amounts to be received in
satisfaction of those claims will be subject to the tenant's final plan of
reorganization and the availability of funds to pay its creditors.
We
face potential difficulties or
delays in renewing leases or re-leasing space. We
derive most of our income from rent received from our
tenants. Although substantially all of our properties currently
have favorable occupancy rates, we cannot predict that current tenants will
renew their leases upon the expiration of their terms. In addition,
we cannot predict if current tenants might attempt to terminate their leases
prior to the scheduled expiration of such leases. If this occurs, we
may not be able to promptly locate qualified replacement tenants and, as
a
result, we would lose a source of revenue while remaining responsible for
the
payment of our obligations. Even if tenants decide to renew their
leases, the terms of renewals or new leases, including the cost of required
renovations or concessions to tenants, may be less favorable than current
lease
terms.
9
In
some
cases, our tenant leases contain provisions giving the tenant the exclusive
right to sell particular types of merchandise or provide specific types of
services within the particular retail center, or limit the ability of other
tenants within the center to sell that merchandise or provide those
services. When re-leasing space after a vacancy by one of these
tenants, such provisions may limit the number and types of prospective tenants
for vacant space. The failure to re-lease space or to re-lease space
on satisfactory terms could adversely affect our results from
operations. Additionally, properties we may acquire in the future may
not be fully leased and the cash flow from existing operations may be
insufficient to pay the operating expenses and debt service associated with
that
property until the property is fully leased. As a result, our net income,
funds
from operations and ability to pay dividends to stockholders could be adversely
affected.
Competition
may adversely affect
acquisition of properties and leasing operations. We
compete for the
purchase of commercial property with many entities, including other publicly
traded REITs. Many of our competitors have substantially greater
financial resources than ours. In addition, our competitors may be
willing to accept lower returns on their investments. If our
competitors prevent us from buying the properties that we have targeted for
acquisition, we may not be able to meet our property acquisition and development
goals. We may incur costs on unsuccessful acquisitions that we will
not be able to recover. The operating performance of our property
acquisitions may also fall short of our expectations, which could adversely
affect our financial performance.
If
our
competitors offer space at rental rates below our current rates or the market
rates, we may lose current or potential tenants to other properties in our
markets and we may need to reduce rental rates below our current rates in
order
to retain tenants upon expiration of their leases. As a result, our
results of operations and cash flow may be adversely affected. In
addition, our tenants face increasing competition from internet commerce,
outlet
malls, discount retailers, warehouse clubs and other sources which could
hinder
our ability to attract and retain tenants and/or cause us to reduce rents
at our
properties.
We
face risks associated with the
use of debt to fund acquisitions and developments, including refinancing
risk. We have incurred, and expect to continue to
incur, indebtedness to advance our objectives. Our charter does not
limit the amount of indebtedness we may incur, although we may not exceed
a debt
to capitalization ratio (as such terms are defined in the respective Articles
Supplementary) of 0.55 to 1.00 without the consent of our Series B
and Series C preferred stockholders. Using debt to acquire
properties, whether with recourse to us generally or only with respect to
a
particular property, creates an opportunity for increased net income, but
at the
same time creates risks. We use debt to fund investments only when we
believe it will enhance our risk-adjusted returns. However, we cannot
be sure that our use of leverage will prove to be
beneficial. Moreover, when our debt is secured by our assets, we can
lose those assets through foreclosure if we do not meet our debt service
obligations. Incurring substantial debt may adversely affect our
business and operating results by:
·
|
requiring
us to use a substantial portion of our cash flow to pay interest,
which
reduces the amount available for distributions, acquisitions and
capital
expenditures;
|
·
|
making
us more vulnerable to economic and industry downturns and reducing
our
flexibility in response to changing business and economic conditions;
or
|
·
|
requiring
us to agree to less favorable terms, including higher interest
rates, in
order to incur additional debt; and otherwise limiting our ability
to
borrow for operations, capital or to finance acquisitions in the
future.
|
Market
interest rates could
adversely affect the share price of our stock and increase the cost of
refinancing debt. A variety of factors may influence
the price of our common equities in the public trading markets. We
believe that investors generally perceive REITs as yield-driven investments
and
compare the annual yield from dividends by REITs with yields on various other
types of financial instruments. An increase in market interest rates
may lead purchasers of stock to seek a higher annual dividend rate from other
investments, which could adversely affect the market price of the
shares. In addition, we are subject to the risk that we will not be
able to refinance existing indebtedness on our properties. We
anticipate that a portion of the principal of our debt will not be repaid
prior
to maturity. Therefore, we likely will need to refinance at least a
portion of our outstanding debt as it matures. A change in interest
rates may increase the risk that we will not be able to refinance existing
debt
or that the terms of any refinancing will not be as favorable as the terms
of
the existing debt.
If
principal payments due at maturity cannot be refinanced, extended or repaid
with
proceeds from other sources, such as new equity capital or sales of properties,
our cash flow will not be sufficient to repay all maturing debt in years
when
significant "balloon" payments come due. As a result, our ability to
retain properties or pay dividends to stockholders could be adversely affected
and we may be forced to dispose of properties on unfavorable terms, which
could
adversely affect our business and net income.
Construction
and renovation risks
could adversely affect our profitability. We
currently are
renovating some of our properties and may in the future renovate other
properties, including tenant improvements required under leases. Our
renovation and related construction activities may expose us to certain
risks. We may incur renovation costs for a property which exceed our
original estimates due to increased costs for materials or labor or other
costs
that are unexpected. We also may be unable to complete renovation of
a property on schedule, which could result in increased debt service expense
or
construction costs. Additionally, some tenants may have the right to
terminate their leases if a renovation project is not completed on
time. The time frame required to recoup our renovation and
construction costs and to realize a return on such costs can often be
significant.
10
We
are dependent on key
personnel. We
depend on the
services of our existing senior management to carry out our business and
investment strategies. We do not have employment agreements with any
of our existing senior management. As we expand, we will continue to
need to recruit and retain qualified additional senior
management. The loss of the services of any of our key management
personnel or our inability to recruit and retain qualified personnel in the
future could have an adverse effect on our business and financial
results.
Uninsured
and underinsured losses
may affect the value of, or return from, our property
interests. We
maintain
comprehensive insurance on our properties, and the properties securing our
loans, in amounts which we believe are sufficient to permit replacement of
the
properties in the event of a total loss, subject to applicable
deductibles. There are certain types of losses, such as losses
resulting from wars, terrorism, earthquakes, floods, hurricanes or other
acts of
God that may be uninsurable or not economically insurable. Should an
uninsured loss or a loss in excess of insured limits occur, we could lose
capital invested in a property, as well as the anticipated future revenues
from
a property, while remaining obligated for any mortgage indebtedness or other
financial obligations related to the property. In
addition, changes in building codes and ordinances, environmental considerations
and other factors might make it impracticable for us to use insurance proceeds
to replace a damaged or destroyed property. If any of these or
similar events occurs, it may reduce our return from an affected property
and
the value of our investment.
Properties
with environmental
problems may create liabilities for us. Under various
federal, state and local environmental laws, statutes, ordinances, rules
and
regulations, as an owner of real property, we may be liable for the costs
of
removal or remediation of certain hazardous or toxic substances at, on, in
or
under our properties, as well as certain other potential costs relating to
hazardous or toxic substances (including government fines and penalties and
damages for injuries to persons and adjacent property). These laws
may impose liability without regard to whether we knew of, or were responsible
for, the presence or disposal of those substances. This liability may
be imposed on us in connection with the activities of an operator of, or
tenant
at, the property. The cost of any required remediation, removal,
fines or personal or property damages and our liability therefore could exceed
the value of the property and/or our aggregate assets. In addition,
the presence of those substances, or the failure to properly dispose of or
remove those substances, may adversely affect our ability to sell or rent
that
property or to borrow using that property as collateral, which, in turn,
would
reduce our revenues and ability to make distributions.
A
property can be adversely affected either through direct physical contamination
or as the result of hazardous or toxic substances or other contaminants that
have or may have emanated from other properties. Although our tenants
are primarily responsible for any environmental damages and claims related
to
the leased premises, in the event of the bankruptcy or inability of any of
our
tenants to satisfy any obligations with respect to the property leased to
that
tenant, we may be required to satisfy such obligations. In addition,
we may be held directly liable for any such damages or claims irrespective
of
the provisions of any lease.
Prior
to
the acquisition of any property and from time to time thereafter, we obtain
Phase I environmental reports and, when warranted, Phase II environmental
reports concerning the Company’s properties. Based on these reports
and on our ongoing review of our properties, as of the date of this Annual
Report on Form 10-K, management of the Company is not aware of any environmental
condition with respect to any of our property interests that we believe 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 that 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 our tenants, which could adversely affect our financial condition
and results of operations.
Risks
Related to our
Organization and Structure
We
will be taxed as a regular
corporation if we fail to maintain our REIT status. Since
our founding in
1969, we have operated, and intend to continue to operate, in a manner that
enables us to qualify as a REIT for federal income tax
purposes. However, the federal income tax laws governing REITs are
complex. The determination that we qualify as a REIT requires an
analysis of various factual matters and circumstances that may not be completely
within our control. For example, to qualify as a REIT, at least 95%
of our gross income must come from specific passive sources, such as rent,
that
are itemized in the REIT tax laws. In addition, to qualify as a REIT,
we cannot own specified amounts of debt and equity securities of some
issuers. We also are required to distribute to our stockholders at
least 90% of our REIT taxable income (excluding capital gains) each year.
Our
continued qualification as a REIT depends on our satisfaction of the asset,
income, organizational, distribution and stockholder ownership requirements
of
the Internal Revenue Code on a continuing basis. At any time, new laws,
interpretations or court decision may change the federal tax laws or the
federal
tax consequences of qualification as a REIT. If we fail to qualify as
a REIT in any taxable year and do not qualify for certain Internal Revenue
Code
relief provisions, we will be subject to federal income tax, including any
applicable alternative minimum tax, on our taxable income at regular corporate
rates. In addition, distributions to stockholders would not be
deductible in computing our taxable income. Corporate tax liability
would reduce the amount of cash available for distribution to stockholders
which, in turn, would reduce the market price of our stock. Unless
entitled to relief under certain Internal Revenue Code provisions, we also
would
be disqualified from taxation as a REIT for the four taxable years following
the
year during which we ceased to qualify as a REIT.
11
We
will pay federal taxes if we do
not distribute 100% of our taxable income. To
the extent that we
distribute less than 100% of our taxable income, we will be subject to federal
corporate income tax on our undistributed income. In addition, we
will incur a 4% nondeductible excise tax on the amount, if any, by which
our
distributions in any year are less than the sum of:
·
|
85%
of our ordinary income for that
year;
|
·
|
95%
of our capital gain net income for that year;
and
|
·
|
100%
of our undistributed taxable income from prior
years.
|
We
have
paid out, and intend to continue to pay out, our income to our stockholders
in a
manner intended to satisfy the distribution requirement and to avoid corporate
income tax and the 4% nondeductible excise tax. Differences in timing
between the recognition of income and the related cash receipts or the effect
of
required debt amortization payments could require us to borrow money or sell
assets to pay out enough of our taxable income to satisfy the distribution
requirement and to avoid corporate income tax and the 4% excise tax in a
particular year.
Gain
on disposition of assets deemed
held for sale in the ordinary course is subject to 100% tax. If
we sell any of our
assets, the IRS may determine that the sale is a disposition of an asset
held
primarily for sale to customers in the ordinary course of a trade or
business. Gain from this kind of sale generally will be subject to a
100% tax. Whether an asset is held "primarily for sale to customers
in the ordinary course of a trade or business" depends on the particular
facts
and circumstances of the sale. Although we will attempt to comply
with the terms of safe-harbor provisions in the Internal Revenue Code
prescribing when asset sales will not be so characterized, we cannot assure
you
that we will be able to do so.
Our
ownership limitation may restrict
business combination opportunities.
To
qualify as a REIT under the Internal Revenue Code, no more than 50% in value
of
our outstanding capital stock may be owned, directly or indirectly, by five
or
fewer individuals during the last half of each taxable year. To
preserve our REIT qualification, our charter generally prohibits any person
from
owning shares of any class with a value of more than 7.5% of the value of
all of
our outstanding capital stock and provides that:
·
|
a
transfer that violates the limitation is
void;
|
·
|
shares
transferred to a stockholder in excess of the ownership limitation
are
automatically converted, by the terms of our charter, into shares
of
"Excess Stock"
|
·
|
a
purported transferee gets no rights to the shares that violate
the
limitation except the right to designate a transferee of the Excess
Stock
held in trust; and
|
·
|
the
Excess Stock will be held by us as trustee of a trust for the exclusive
benefit of future transferees to whom the shares of capital stock
ultimately will be transferred without violating the ownership
limitation.
|
We
may
also redeem Excess Stock at a price which may be less than the price paid
by a
stockholder. Pursuant to authority under our charter, our board of
directors has determined that the ownership limitation does not apply to
Mr.
Charles J. Urstadt, our Chairman and Chief Executive Officer, who beneficially
owns 39.0% of our
outstanding common stock and 1.5% of our outstanding Class A common stock
as of
the date of this Annual Report on Form 10-K. Such holdings represent
approximately 35.0% of our outstanding voting interests. In addition,
our directors and executive officers, as a group, hold approximately 53.8%
of
our outstanding voting interests through their beneficial ownership of our
common stock and Class A common stock. The ownership limitation may
discourage a takeover or other transaction that our stockholders believe
to be
desirable.
Certain
provisions in our charter
and bylaws and Maryland law may prevent or delay a change of control or limit
our stockholders from receiving a premium for their shares. Among
the provisions
contained in our charter and bylaws and Maryland law are the
following:
·
|
Our
board of directors is divided into three classes, with directors
in each
class elected for three-year staggered
terms.
|
·
|
Our
directors may be removed only for cause upon the vote of the holders
of
two-thirds of the voting power of our common equity
securities.
|
·
|
Our
stockholders may call a special meeting of stockholders only if
the
holders of a majority of the voting power of our common equity
securities
request such a meeting in writing.
|
·
|
Any
consolidation, merger, share exchange or transfer of all or substantially
all of our assets must be approved by (a) a majority of our directors
who
are currently in office or who are approved or recommended by a
majority
of our directors who are currently in office (the "Continuing Directors")
and (b) the holders of two-thirds of the voting power of our common
equity
securities.
|
·
|
Certain
provisions of our charter may only be amended by (a) a vote of
a majority
of our Continuing Directors and (b) the holders of two-thirds of
the
voting power of our common equity securities. These provisions
relate to
the election, classification and removal of directors, the ownership
limit
and the stockholder vote required for certain business combination
transactions.
|
·
|
The
number of directors may be increased or decreased by a vote of
our board
of directors.
|
12
In
addition, we are subject to various provisions of Maryland law that impose
restrictions and require affected persons to follow specified procedures
with
respect to certain takeover offers and business combinations, including
combinations with persons who own 10% or more of our outstanding
shares. These provisions of Maryland law could delay, defer or
prevent a transaction or a change of control that our stockholders might
deem to
be in their best interests. Furthermore, shares acquired in a control
share acquisition have no voting rights, except to the extent approved by
the
affirmative vote of two-thirds of all votes entitled to be cast on the matter,
excluding all interested shares. Under Maryland law, "control shares"
are those which, when aggregated with any other shares held by the acquiror,
allow the acquiror to exercise voting power within specified
ranges. The control share provisions of Maryland law also could
delay, defer or prevent a transaction or a change of control which our
stockholders might deem to be in their best interests. As permitted
by Maryland law, our charter and bylaws provide that the "control shares"
and
"business combinations" provisions of Maryland law described above will not
apply to acquisitions of those shares by Mr. Charles J. Urstadt or to
transactions between the Company and Mr. Urstadt or any of his
affiliates. Consequently, unless such exemptions are amended or
repealed, we may in the future enter into business combinations or other
transactions with Mr. Urstadt or any of his affiliates without complying
with
the requirements of Maryland anti-takeover laws. In view of the
common equity securities controlled by Mr. Charles J. Urstadt, Mr. Urstadt
may
control a sufficient percentage of the voting power of our common equity
securities to effectively block approval of any proposal which requires a
vote
of our stockholders.
Our
stockholder rights plan could
deter a change of control. We
have adopted a
stockholder rights plan. This plan may deter a person or a group from
acquiring more than 10% of the combined voting power of our outstanding shares
of common stock and Class A common stock because, after (i) the person or
group
acquires more than 10% of the combined voting power of our outstanding common
stock and Class A common stock, or (ii) the commencement of a tender offer
or
exchange offer by any person (other than us, any one of our wholly owned
subsidiaries or any of our employee benefit plans, or certain exempt persons),
if, upon consummation of the tender offer or exchange offer, the person or
group
would beneficially own 30% or more of the combined voting power of our
outstanding shares of common stock and Class A common stock, all other
stockholders will have the right to purchase securities from us at a price
that
is less than their fair market value. This would substantially reduce
the value of the stock owned by the acquiring person. Our board of
directors can prevent the plan from operating by approving the transaction
and
redeeming the rights. This gives our board of directors significant
power to approve or disapprove of the efforts of a person or group to acquire
a
large interest in us. The rights plan exempts acquisitions of common
stock and Class A common stock by Mr. Charles J. Urstadt, members of his
family
and certain of his affiliates.
13
Item
1B. Unresolved Staff
Comments
Not
Applicable
14
Item
2.
Properties.
Core
Properties
The
following table sets forth information concerning each core property at October
31, 2007. Except as otherwise noted, all core properties are 100%
owned by the Company.
Year
Renovated
|
Year
Completed
|
Year
Acquired
|
Gross
Leasable Sq Feet
|
Acres
|
Number
of Tenants
|
%
Leased
|
Principal
Tenant
|
||
Retail
Properties
(1):
|
|||||||||
Stamford,
CT (2)
|
1997
|
1950
|
2002
|
369,000
|
13.6
|
35
|
95%
|
Stop
& Shop Supermarket
|
|
Springfield,
MA
|
1996
|
1970
|
1970
|
326,000
|
26.0
|
29
|
96%
|
Big
Y Supermarket
|
|
Meriden,
CT
|
2001
|
1989
|
1993
|
316,000
|
29.2
|
24
|
100%
|
ShopRite
Supermarket
|
|
Stratford,
CT
|
1988
|
1978
|
2005
|
269,000
|
29.0
|
16
|
98%
|
Stop
& Shop Supermarket
|
|
Yorktown,
NY
|
1997
|
1973
|
2005
|
200,000
|
16.4
|
9
|
100%
|
Staples
|
|
Danbury,
CT
|
-
|
1989
|
1995
|
194,000
|
19.3
|
21
|
98%
|
Christmas
Tree Shops
|
|
White
Plains, NY
|
1994
|
1958
|
2003
|
185,000
|
3.5
|
10
|
100%
|
Toys
“R” Us
|
|
Ossining,
NY
|
2000
|
1978
|
1998
|
137,000
|
11.4
|
25
|
95%
|
Stop
& Shop Supermarket
|
|
Somers,
NY
|
-
|
2002
|
2003
|
135,000
|
26.0
|
26
|
100%
|
Home
Goods
|
|
Carmel,
NY
|
1999
|
1983
|
1995
|
129,000
|
19.0
|
16
|
99%
|
ShopRite
Supermarket
|
|
Wayne,
NJ
|
1992
|
1959
|
1992
|
102,000
|
9.0
|
41
|
99%
|
A&P
Supermarket
|
|
Newington,
NH
|
1994
|
1975
|
1979
|
102,000
|
14.3
|
7
|
97%
|
Linens
‘N Things
|
|
Darien,
CT
|
1992
|
1955
|
1998
|
95,000
|
9.5
|
19
|
100%
|
Shaw’s
Supermarket
|
|
Emerson,
NJ
|
-
|
1981
|
2007
|
92,000
|
7.0
|
17
|
94%
|
ShopRite
Supermarket
|
|
Somers,
NY
|
-
|
1991
|
1999
|
78,000
|
10.8
|
32
|
94%
|
CVS
|
|
Orange,
CT
|
-
|
1990
|
2003
|
78,000
|
10.0
|
10
|
66%
|
Trader
Joe’s Supermarket
|
|
Eastchester,
NY (3)
|
2002
|
1978
|
1997
|
70,000
|
4.0
|
11
|
100%
|
Food
Emporium
|
|
Ridgefield,
CT
|
1999
|
1930
|
1998
|
51,000
|
2.1
|
37
|
93%
|
Chico’s
|
|
Rye,
NY (4 buildings)
|
-
|
Various
|
2004
|
40,000
|
1.0
|
20
|
98%
|
Cosi
|
|
Westport,
CT
|
-
|
1986
|
2003
|
39,000
|
3.0
|
10
|
100%
|
Pier
One Imports
|
|
Ossining,
NY
|
-
|
1975
|
2001
|
38,000
|
1.0
|
18
|
88%
|
Dress
Barn
|
|
Danbury,
CT
|
-
|
1988
|
2002
|
33,000
|
2.7
|
6
|
100%
|
Fortunoff, Sleepys’
|
|
Ossining,
NY
|
2001
|
1981
|
1999
|
29,000
|
4.0
|
4
|
100%
|
Westchester
Community College
|
|
Pelham,
NY
|
-
|
1975
|
2006
|
26,000
|
1.0
|
8
|
100%
|
Gristede’s
Supermarket
|
|
Queens,
NY (2 buildings)
|
-
|
1960
|
2006
|
24,000
|
1.0
|
15
|
93%
|
Zaravshan,
Huntington Dental
|
|
Somers,
NY
|
-
|
1987
|
1992
|
19,000
|
4.9
|
12
|
100%
|
Putnam
County Savings Bank
|
|
Monroe,
CT
|
-
|
2005
|
2007
|
10,000
|
2.0
|
4
|
71%
|
Starbucks
|
|
Office
Properties:
|
|||||||||
Greenwich,
CT
(5
buildings)
|
-
|
various
|
various
|
59,000
|
2.8
|
14
|
89%
|
Greenwich
Hospital
|
|
3,245,000
|
496
|
(1)
Excludes 20% economic interest in a general partnership that owns a
retail/office property in Westchester County, New York.
(2) The
Company is the sole general partner in the partnership that owns this
property.
(3)
In
August 2007, the Company purchased all of the remaining limited partnership
units in a partnership that owns this property. Prior to the purchase
the Company was the sole general partner in the partnership. As a
result of the purchase, the partnership terminated and the property became
directly owned by the Company.
15
Non-Core
Properties
In
a
prior year, the Board of Directors of the Company expanded and refined the
strategic objectives of the Company to concentrate the real estate portfolio
into one of primarily retail properties located in the Northeast and authorized
the sale of the Company’s non-core properties in the normal course of business
over a period of several years given prevailing market conditions and the
characteristics of each property.
At
October 31, 2007, the Company's non-core properties consisted of two industrial
facilities with a total of 447,000 square feet of GLA. The non-core
properties collectively had 2 tenants and were 100% leased at October 31,
2007.
The
following table sets forth information concerning each non-core property
at
October 31, 2007. The non-core properties are 100% owned by the
Company.
Location
|
Year
Renovated
|
Year
Completed
|
Year
Acquired
|
Rentable
Square Feet
|
Acres
|
#
of Tenants
|
Leased
|
Principal
Tenant
|
Dallas,
TX
|
1989
|
1970
|
1970
|
255,000
|
14.5
|
1
|
100%
|
DaimlerChrysler
Corporation
|
St.
Louis, MO
|
2000
|
1970
|
1970
|
192,000
|
16.0
|
1
|
100%
|
DaimlerChrysler
Corporation
|
447,000
|
2
|
|||||||
Total
Portfolio
|
3,692,000
|
498
|
Lease
Expirations – Total
Portfolio
The
following table sets forth a summary schedule of the annual lease expirations
for the core and non-core properties for leases in place as of October 31,
2007,
assuming that none of the tenants exercise renewal or cancellation options,
if
any, at or prior to the scheduled expirations.
Year
of Lease Expiration
|
Number
of Leases Expiring
|
Square
Footage
of
Expiring Leases
|
Percentage
of Total
Leased
Square Feet
|
|||||||||
2008 (1)
|
96
|
223,000
|
6.4 | % | ||||||||
2009
|
66
|
387,000
|
11.0 | % | ||||||||
2010
|
57
|
284,000
|
8.1 | % | ||||||||
2011
|
64
|
507,000
|
14.5 | % | ||||||||
2012
|
60
|
681,000
|
19.4 | % | ||||||||
2013
|
34
|
275,000
|
7.8 | % | ||||||||
2014
|
29
|
108,000
|
3.1 | % | ||||||||
2015
|
25
|
178,000
|
5.1 | % | ||||||||
2016
|
26
|
119,000
|
3.4 | % | ||||||||
2017
|
22
|
191,000
|
5.5 | % | ||||||||
Thereafter
|
19
|
628,000
|
15.7 | % | ||||||||
Total
|
498
|
3,581,000
|
100.00 | % |
(1)
|
Represents
lease expirations from November 1, 2007 to October 31, 2008 and
month-to-month leases.
|
Item 3 Legal
Proceedings.
In
the
ordinary course of business, the Company is involved in legal
proceedings. However, there are no material legal proceedings
presently pending against the Company.
Item
4. Submission
of Matters to a Vote of Security Holders.
No
matter
was submitted to a vote of security holders during the fourth quarter of
the
fiscal year ended October 31, 2007.
16
|
PART
II
|
Item
5. Market
for the Registrant's Common Equity, Related Shareholder Matters and Issuers
Purchases of Equity Securities.
(a)
Market Information
Shares
of
Common Stock and Class A Common Stock of the Company are traded on the New
York
Stock Exchange under the symbols "UBP" and “UBA”, respectively. The
following table sets forth the high and low closing sales prices for the
Company's Common Stock and Class A Common Stock during the fiscal years ended
October 31, 2007 and 2006 as reported on the New York Stock
Exchange:
Common
shares:
|
Fiscal
Year Ended
October
31, 2007
|
Fiscal
Year Ended
October
31, 2006
|
||
Low
|
High
|
Low
|
High
|
|
First
Quarter
|
$16.70
|
$18.25
|
$15.70
|
$17.73
|
Second
Quarter
|
$17.02
|
$18.46
|
$16.22
|
$17.40
|
Third
Quarter
|
$16.35
|
$18.45
|
$15.54
|
$16.76
|
Fourth
Quarter
|
$16.15
|
$18.31
|
$15.50
|
$18.60
|
Class
A Common shares:
|
Fiscal
Year Ended
October
31, 2007
|
Fiscal
Year Ended
October
31, 2006
|
||
Low
|
High
|
Low
|
High
|
|
First
Quarter
|
$17.82
|
$19.43
|
$15.60
|
$17.83
|
Second
Quarter
|
$17.81
|
$19.62
|
$16.25
|
$18.40
|
Third
Quarter
|
$15.10
|
$18.81
|
$15.58
|
$17.10
|
Fourth
Quarter
|
$14.97
|
$17.91
|
$16.04
|
$19.44
|
(b)
Approximate Number of Equity Security Holders
At
January 4, 2008 (latest date practicable), there were 1,118 shareholders
of
record of the Company's Common Stock and 1,123 shareholders of record of
the
Class A Common Stock.
(c)
Dividends Declared on Common Stock and Class A Common Stock and Tax
Status
The
following tables set forth the dividends declared per Common share and Class
A
Common share and tax status for Federal income tax purposes of the dividends
paid during the fiscal years ended October 31, 2007 and 2006:
Dividends
Paid Per:
|
Common
Share
|
Class
A Common Share
|
|||||
Dividend
Payment Date
|
Gross
Dividend
Paid
Per Share
|
Ordinary
Income
|
Gross
Dividend
Paid
Per Share
|
Ordinary
Income
|
|||
January
19, 2007
|
$.2075
|
$.2075
|
$.23
|
$.23
|
|||
April
20, 2007
|
$.2075
|
$.2075
|
$.23
|
$.23
|
|||
July
20, 2007
|
$.2075
|
$.2075
|
$.23
|
$.23
|
|||
October
19, 2007
|
$.2075
|
$.2075
|
$.23
|
$.23
|
|||
$.83
|
$.83
|
$.92
|
$.92
|
||||
Dividends
Paid Per:
|
Common
Share
|
Class
A Common Share
|
|||||
Dividend
Payment Date
|
Gross
Dividend
Paid
Per Share
|
Ordinary
Income
|
Non
taxable Portion
|
Gross
Dividend
Paid
Per Share
|
Ordinary
Income
|
Non
taxable Portion
|
|
January
20, 2006
|
$.2025
|
$.166
|
$.0365
|
$.225
|
$.184
|
$.041
|
|
April
21, 2006
|
$.2025
|
$.166
|
$.0365
|
$.225
|
$.184
|
$.041
|
|
July
21, 2006
|
$.2025
|
$.166
|
$.0365
|
$.225
|
$.184
|
$.041
|
|
October
20, 2006
|
$.2025
|
$.166
|
$.0365
|
$.225
|
$.184
|
$.041
|
|
$.81
|
$.664
|
$.146
|
$.90
|
$.736
|
$.164
|
The
Company has paid quarterly dividends since it commenced operations as a real
estate investment trust in 1969. During the fiscal year ended October
31, 2007, the Company made distributions to stockholders aggregating $0.83
per
Common share and $0.92 per Class A Common share. On December 12, 2007, the
Company’s Board of Directors approved the payment of a quarterly dividend
payable January 18, 2008 to stockholders of record on January 4, 2008. The
quarterly dividend rates were declared in the amounts of $0.215 per Common
share
and $0.2375 per Class A Common share.
17
Although
the Company intends to continue to declare quarterly dividends on its Common
Shares and Class A Common Shares, no assurances can be made as to the amounts
of
any future dividends. The declaration of any future dividends by the
Company is within the discretion of the Board of Directors and will be dependent
upon, among other things, the earnings, financial condition and capital
requirements of the Company, as well as any other factors deemed relevant
by the
Board of Directors. Two principal factors in determining the amounts
of dividends are (i) the requirement of the Internal Revenue Code that a
real estate investment trust distribute to shareholders at least 90% of its
real
estate investment trust taxable income, and (ii) the amount of the
Company's available cash.
Each
share of Common Stock entitles the holder to one vote. Each share of
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
Company has a Dividend Reinvestment and Share Purchase Plan (“DRIP”) that allows
shareholders to acquire additional shares of Common Stock and Class A Common
Stock by automatically reinvesting dividends. Shares are acquired
pursuant to the DRIP at a price equal to the higher of 95% of the market
price
of such shares on the dividend payment date or 100% of the average of the
daily
high and low sales prices for the five trading days ending on the day of
purchase without payment of any brokerage commission or service
charge. As of October 31, 2007, 972,670 shares of Common Stock and
168,414 shares of Class A Common Stock have been issued under the
DRIP.
(d) Issuer
Repurchase
In
fiscal
2005, the Company’s Board of Directors approved a share repurchase program
(“Program”) of up to 500,000 shares, in the aggregate, of the Company’s Common
and Class A Common Stock. The Program does not have a specific
expiration date and may be discontinued at any time. Any combination
of either shares of Common Stock or Class A Common Stock not exceeding 433,800
shares, in the aggregate, may yet be purchased under the
Program. There is no assurance that the Company will repurchase the
full amount of shares authorized.
The
following table sets forth the shares repurchased by the Company during the
fiscal period ended October 31, 2007:
Period
|
Total
Number
of
Shares
Purchased
|
Average
Price
Per
Share
Purchased
|
Total
Number Shares
Repurchased
as Part
of Publicly Announced
Plan
or Program
|
Maximum
Number
of
Shares
That May
be Purchased
Under
the
Plan
or
Program
|
July
30 - August 15, 2007
|
21,200
|
$14.94
|
21,200
|
433,800
|
18
Item
6. Selected
Financial Data.
(In
thousands, except per share data)
Year
Ended October 31,
|
2007
|
2006
|
2005
|
2004
|
2003
|
|||||||||||||||
Balance
Sheet
Data:
|
||||||||||||||||||||
Total
Assets
|
$ |
471,770
|
$ |
451,350
|
$ |
464,439
|
$ |
394,917
|
$ |
392,639
|
||||||||||
Mortgage
Notes Payable
|
$ |
96,282
|
$ |
104,341
|
$ |
111,786
|
$ |
107,443
|
$ |
104,588
|
||||||||||
Redeemable
Preferred Stock
|
$ |
52,747
|
$ |
52,747
|
$ |
52,747
|
$ |
52,747
|
$ |
52,747
|
||||||||||
Operating
Data:
|
||||||||||||||||||||
Total
Revenues
|
$ |
81,880
|
$ |
72,302
|
$ |
68,371
|
$ |
60,650
|
$ |
55,060
|
||||||||||
Total
Expenses and Minority Interest
|
$ |
49,630
|
$ |
48,708
|
$ |
46,134
|
$ |
39,729
|
$ |
37,357
|
||||||||||
Income
from Continuing Operations before Discontinued Operations
|
$ |
32,751
|
$ |
24,544
|
$ |
22,968
|
$ |
21,408
|
$ |
18,226
|
||||||||||
Per
Share
Data:
|
||||||||||||||||||||
Net
Income from Continuing Operations - Basic:
|
||||||||||||||||||||
Class
A Common
Stock
|
$ |
.95
|
$ |
.63
|
$ |
.66
|
$ |
.69
|
$ |
.63
|
||||||||||
Common
Stock
|
$ |
.86
|
$ |
.56
|
$ |
.60
|
$ |
.63
|
$ |
.57
|
||||||||||
Net
Income from Continuing Operations - Diluted:
|
||||||||||||||||||||
Class
A Common
Stock
|
$ |
.93
|
$ |
.61
|
$ |
.64
|
$ |
.68
|
$ |
.63
|
||||||||||
Common
Stock
|
$ |
.83
|
$ |
.55
|
$ |
.58
|
$ |
.62
|
$ |
.57
|
||||||||||
Cash
Dividends on:
|
||||||||||||||||||||
Class
A Common
Stock
|
$ |
.92
|
$ |
.90
|
$ |
.88
|
$ |
.86
|
$ |
.84
|
||||||||||
Common
Stock
|
$ |
.83
|
$ |
.81
|
$ |
.80
|
$ |
.78
|
$ |
.76
|
||||||||||
Total
|
$ |
1.75
|
$ |
1.71
|
$ |
1.68
|
$ |
1.64
|
$ |
1.60
|
||||||||||
Other
Data:
|
||||||||||||||||||||
Net
Cash Flow Provided by (Used in):
|
||||||||||||||||||||
Operating
Activities
|
$ |
49,307
|
$ |
35,429
|
$ |
35,505
|
$ |
30,744
|
$ |
31,176
|
||||||||||
Investing
Activities
|
$ | (19,457 | ) | $ | (20,129 | ) | $ | (61,348 | ) | $ | (2,416 | ) | $ | (69,818 | ) | |||||
Financing Activities
|
$ | (28,432 | ) | $ | (38,994 | ) | $ |
26,397
|
$ | (24,837 | ) | $ |
14,749
|
|||||||
Funds
from Operations (Note 1)
|
$ |
37,062
|
$ |
28,848
|
$ |
29,355
|
$ |
29,813
|
$ |
27,964
|
Note
1:
The Company has adopted
the definition of Funds from Operations (FFO) suggested by the National
Association of Real Estate Investment Trusts (NAREIT) and defines FFO as
net
income (computed in accordance with generally accepted accounting principles),
excluding gains (or losses) from sales of properties plus real estate related
depreciation and amortization and after adjustments for unconsolidated joint
ventures. For a reconciliation of net income and FFO, see
Management’s Discussion and Analysis on page 20. FFO does not
represent cash flows from operating activities in accordance with generally
accepted accounting principles and should not be considered an alternative
to
net income as an indicator of the Company’s operating
performance. The Company considers FFO a meaningful, additional
measure of operating performance because it primarily excludes the assumption
that the value of its 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. However, comparison of the Company’s presentation of
FFO, using the NAREIT definition, to similarly titled measures for
other REITs may not necessarily be meaningful due to possible differences
in the
application of the NAREIT definition used by such REITs. For a
further discussion of FFO, see Management’s Discussion and Analysis on page
20.
19
Item
7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations
The
following discussion should be read in conjunction with the consolidated
financial statements of the Company and the notes thereto included elsewhere
in
this report.
Forward
Looking
Statements
This
Item
7 contains certain forward-looking statements that within the meaning of
Section
27A of the Securities Act, as amended, and Section 21E of the Exchange Act.
All
statements, other than statements of historical facts, included in this Item
7
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), 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. Many of these risks are discussed in Item 1A. Risk
Factors. 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.
Executive
Summary
The
Company, a REIT, is a fully integrated, self-administered real estate company,
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 industrial
properties. The Company’s major tenants include supermarket chains and other
retailers who sell basic necessities. At October 31, 2007, the Company owned
or
had interests in thirty-nine properties containing a total of 3.7 million
square
feet of GLA of which approximately 96% was leased.
The
Company derives substantially all of its revenues from rents and operating
expense reimbursements received pursuant to long-term leases and focuses
its
investment activities on community and neighborhood shopping centers, anchored
principally by regional supermarket chains. The Company believes,
because of the need of consumers to purchase food and other staple goods
and
services generally available at supermarket-anchored shopping centers, that
the
nature of its investments provide for relatively stable revenue flows even
during difficult economic times. Primarily as a result of recent
property acquisitions, the Company’s financial data shows increases in total
revenues and expenses from period to period.
The
Company focuses on increasing cash flow, and consequently the value of its
properties, and seeks continued growth through strategic re-leasing, renovations
and expansion of its existing properties and selective acquisition of income
producing properties, primarily neighborhood and community shopping centers
in
the northeastern part of the United States.
Key
elements of the Company’s growth strategies and operating policies are
to:
§
|
Acquire
neighborhood and community shopping centers in the northeastern
part of
the United States with a concentration in Fairfield County, Connecticut,
Westchester and Putnam Counties, New York and Bergen County, New
Jersey
|
§
|
Hold
core properties for long-term investment and enhance their value
through
regular maintenance, periodic renovation and capital
improvement
|
§
|
Selectively
dispose of non-core and underperforming properties and re-deploy
the
proceeds into properties located in the northeast
region
|
§
|
Increase
property values by aggressively marketing available GLA and renewing
existing leases
|
§
|
Renovate,
reconfigure or expand existing properties to meet the needs of
existing or
new tenants
|
§
|
Negotiate
and sign leases which provide for regular or fixed contractual
increases
to minimum rents
|
§
|
Control
property operating and administrative
costs
|
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.
20
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. Adjustments are also made throughout the year to
tenant receivables and the related cost recovery income based upon the Company’s
best estimate of the final amounts to be billed and collected.
Allowance
for Doubtful
Accounts
The
allowance for doubtful accounts 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 any guarantors 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 properties. Estimates are used to
establish reimbursements from tenants for common area maintenance, real estate
tax and insurance costs. The Company analyzes the balance of its
estimated accounts receivable for real estate taxes, common area maintenance
and
insurance for each of its properties by comparing actual recoveries versus
actual expenses and any actual write-offs. Based on its analysis, the
Company may record an additional amount in its allowance for doubtful accounts
related to these items. It is also the Company’s policy to maintain
an allowance of approximately 10% of the deferred straight-line rents receivable
balance for future tenant credit losses.
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.
The
amounts to be capitalized as a result of an acquisition and the periods over
which the assets are depreciated or amortized are determined based on estimates
as to fair value and the allocation of various costs to the individual
assets. The Company allocates the cost of an acquisition based upon
the estimated fair value of the net assets acquired. The Company also
estimates the fair value of intangibles related to its
acquisitions. The valuation of the fair value of intangibles involves
estimates related to market conditions, probability of lease renewals and
the
current market value of in-place leases. This market value is
determined by considering factors such as the tenant’s industry, location within
the property and competition in the specific region in which the property
operates. Differences in the amount attributed to the intangible
assets can be significant based upon the assumptions made in calculating
these
estimates.
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.
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
|
Shorter
of lease term or their useful life
|
Asset
Impairment
On
a
periodic basis, management assesses whether there are any indicators that
the
value of the real estate properties may be impaired. A property value
is considered impaired when management’s estimate of current and projected
operating cash flows (undiscounted and without interest) 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, trends 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. Changes in estimated
future cash flows due to changes in the Company’s plans or market and economic
conditions could result in recognition of impairment losses which could be
substantial. Management does not believe that the value of any of its
rental properties is impaired at October 31, 2007.
21
Liquidity
and Capital
Resources
At
October 31, 2007, the Company had unrestricted cash and cash equivalents
of $4.2
million compared to $2.8 million at October 31, 2006. 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.
Cash
Flows
The
Company expects to meet its short-term liquidity requirements primarily by
generating net cash from the operations of its properties. The
Company believes that its net cash provided by operations will be sufficient
to
fund its short-term liquidity requirements for fiscal 2008 and to meet its
dividend requirements necessary to maintain its REIT status. In fiscal 2007,
2006 and 2005, net cash flow provided by operations amounted to $49.3 million,
$35.4 million and $35.5 million, respectively. Cash dividends paid on
common and preferred shares increased to $33.1 million in fiscal 2007 compared
to $32.4 million in fiscal 2006 and $29.4 million in fiscal 2005.
The
Company expects to continue paying regular dividends to its
stockholders. These dividends will be paid from operating cash flows
which are expected to increase due to property acquisitions and growth in
operating income in the existing portfolio and from other sources. The Company
derives substantially all of its revenues from base rents 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.
Net
Cash Flows
from:
Operating
Activities
Net
cash
flows provided by operating activities amounted to $49.3 million in fiscal
2007,
compared to $35.4 million in fiscal 2006 and $35.5 million in fiscal 2005.
The
changes in operating cash flows were primarily due to increases in the net
operating results generated from the Company’s properties and operating cash
flows from new properties acquired during those periods and in 2007, the
receipt
of a $6 million settlement of a lease guarantee obligation.
Investing
Activities
Net
cash
flows used in investing activities were $19.5 million in fiscal 2007, $20.1
million in fiscal 2006 and $61.3 million in fiscal 2005. The net cash flows
in
each of these years were principally due to the acquisition of properties
consistent with the Company’s strategic plan to acquire properties in the
northeast and the acquisition of limited partner interests in consolidated
joint
ventures. The Company acquired two properties in fiscal 2007, three retail
properties in fiscal 2006 and two shopping centers in fiscal 2005. In fiscal
2007, the Company also acquired the remaining limited partnership interest
in
its Eastchester property for $2.8 million. In fiscal 2007, the
Company sold one property for $13.2 million and two properties in fiscal
2005
for $17.8 million. Sale proceeds were used to purchase additional
properties in the northeast. The Company also invests in its
properties and regularly pays for capital expenditures for property
improvements, tenant costs and leasing commissions.
Financing
Activities
Net
cash
flows used in financing activities were $28.4 million in fiscal 2007 and
$39.0
million in fiscal 2006. Net cash flows provided by financing
activities in fiscal 2005 were $26.4 million and reflect net proceeds of
$59.4
million from the sale of a new issue of Series D preferred stock in that
year. Net cash flows used in financing activities in each of the
fiscal years 2007, 2006 and 2005 reflect distributions to its shareholders
each
year of $33.1 million in fiscal 2007, $32.4 million in fiscal 2006 and $29.4
million in fiscal 2005. The Company also borrowed funds under its revolving
credit line facility in each of the three years ended October 31, 2007 primarily
to finance the purchase of property or for working capital during the
periods.
Capital
Resources
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 properties and/or the issuance of equity securities.
The
Company believes that these sources of capital will continue to be available
to
it in the future to fund its long-term capital needs; however, there are
certain
factors that may have a material adverse effect on its access to capital
sources. The Company’s ability to incur additional debt is dependent upon its
existing leverage, the value of its unencumbered assets and borrowing
limitations imposed by existing lenders. The Company’s ability to raise funds
through sales of equity securities is dependent on, among other things, general
market conditions for REITs, market perceptions about the Company and its
stock
price in the market. The Company’s ability to sell properties in the future to
raise cash will be dependent upon market conditions at the time of
sale.
22
Financings
and
Debt
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. Mortgage notes
payable of $96.3 million consist of fixed rate mortgage loan indebtedness
with a weighted average interest rate of 6.1% at October 31, 2007. The mortgage
loans are secured by 15 properties with a net book value of $169 million
and
have fixed rates of interest ranging from 5.52% to 7.78%. The Company
made principal payments of $8.1 million (including the repayment of $5.6
million
in mortgages that matured) in fiscal 2007 compared to $7.4 million (including
the repayment of $4.975 million in mortgages that matured) in fiscal 2006
and
$4.2 million in fiscal 2005. The Company may refinance its mortgage
loans, at or prior to scheduled maturity, through replacement mortgage
loans. 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.
In
fiscal
2007, the Company entered into an agreement with a bank to extend the
non-recourse mortgage note payable on the Ridgeway Shopping Center in Stamford,
Connecticut with an outstanding principal balance of approximately $52.5
million
for a 10-year term and reset the fixed interest rate from 7.54% to 5.52%
commencing October 1, 2007.
At
October 31, 2007, the Company had a secured revolving credit facility with
a
commercial bank (the “Secured Credit Facility”) which provides for borrowings of
up to $30 million. The Secured Credit Facility expires in April 2008
and is collateralized by first mortgage liens on two of the Company’s
properties. Interest on outstanding borrowings is at prime + 1/2% or LIBOR
+
1.5%. The Secured Credit Facility requires the Company to maintain
certain debt service coverage ratios during its term. The Company pays an
annual
fee of 0.25% on the unused portion of the Secured Credit
Facility. The Secured Credit Facility is available to fund
acquisitions, capital expenditures, mortgage repayments, working capital
and
other general corporate purposes. During fiscal 2007, the Company
borrowed $14.2 million and repaid $2.0 million and had outstanding variable
rate
borrowings of $12.2 million at October 31, 2007 at interest rates ranging
from
6.39% to 6.68%. There were no variable rate borrowings outstanding at
October 31, 2006. During fiscal 2006, the Company borrowed and repaid
$3 million under the secured credit line. Prior to June 2006, the
Company also had a $30 million unsecured line of credit (“Unsecured Credit
Line”) arrangement with the same bank. During 2006, the Company
terminated the Unsecured Credit Line. There were no borrowings
outstanding on this credit line at the date of termination.
On
October 24, 2007, the Company signed a commitment letter with a major commercial
bank to act as administrative agent and sole lead arranger of a $50 million
senior unsecured revolving credit facility (the “Facility”). The
Facility is to be used for working capital, general corporate and other
purposes. The Facility will contain certain terms, conditions and
covenants customary for facilities of this type. The entering into
and closing of the Facility is subject to certain conditions including
negotiation of a definitive credit agreement with the
bank.
Contractual
Obligations
The
Company’s contractual payment obligations as of October 31, 2007 were as follows
(amounts in thousands):
Payments
Due by Period
|
||||||||||||||||||||||||||||
Total
|
2008
|
2009
|
2010
|
2011
|
2012
|
Thereafter
|
||||||||||||||||||||||
Mortgage
notes payable
|
$ |
96,282
|
$ |
13,066
|
$ |
18,542
|
$ |
6,289
|
$ |
5,083
|
$ |
4,796
|
$ |
48,506
|
||||||||||||||
Tenant
obligations*
|
765
|
765
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Total
Contractual Obligations
|
$ |
97,047
|
$ |
13,831
|
$ |
18,542
|
$ |
6,289
|
$ |
5,083
|
$ |
4,796
|
$ |
48,506
|
*Committed
tenant-related obligations based on executed leases as of October 31,
2007.
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.
Off-Balance
Sheet
Arrangements
During
the years ended October 31, 2007 and 2006, the Company did not have any material
off-balance sheet arrangements.
23
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. In fiscal 2007, the Company paid approximately $8.1 million for
property improvements, (including $3.2 million for the redevelopment of a
tenant
space at The Dock Shopping Center in Stratford, Connecticut (see below))
tenant
improvement and leasing commission costs. The amounts of these expenditures
can vary significantly depending on tenant negotiations, market conditions
and
rental rates. The Company expects to incur approximately $7.2 million
for anticipated capital improvements and leasing costs in fiscal 2008. These
expenditures are expected to be funded from operating cash flows or bank
borrowings.
Acquisitions
and Significant
Property Transactions
The
Company seeks to acquire properties which are primarily shopping centers
located
in the northeastern part of the United States with a concentration in Fairfield
County, Connecticut, Westchester and Putnam Counties, New York and Bergen
County, New Jersey.
In
January 2007, the Company acquired a 10,100 square foot shopping center located
in Monroe, Connecticut (“Monroe”) for $3.8 million including closing
costs.
In
April
2007, the Company acquired the Emerson Shopping Plaza (“Emerson”), a 92,000
square foot shopping center located in Emerson, New Jersey for a purchase
price
of approximately $17.5 million, including closing costs.
In
August
2007, the Company purchased all of the limited partner operating partnership
units (OPU’s) in a consolidated partnership that owned The Shoppes at
Eastchester, in Eastchester, New York for $2.8 million. Prior to the
purchase the Company was the sole general partner in the
partnership. As a result of the purchase, the partnership terminated
and the property is now directly owned by the Company.
In
January 2007, the Company entered into a lease with a wholesale club to lease
approximately 107,000 square feet of space at The Dock Shopping Center,
Stratford, Connecticut, subject to certain conditions. In connection
with the new lease, the Company agreed to provide up to $6.75 million toward
the
costs of redeveloping the space that previously had been occupied by a tenant
who, in a prior year, filed a petition in bankruptcy and vacated the
space. The former tenant’s lease obligation was guaranteed through
2016 by a corporate guarantor previously affiliated with the former
tenant. In February 2007, the Company executed a settlement agreement
with the guarantor whereby the guarantor was released from its obligations
in
exchange for a payment to the Company of $6 million that was received this
year.
In
May
2007, the Company formed a limited liability company (“LLC”) to acquire by
contribution, a 20% economic interest in a general partnership which owns
a
retail/office property in Westchester County, New
York. Simultaneously, the Company contributed one of its wholly-owned
retail properties in Westchester County, New York into the LLC. As a
result of the contributions, the Company owns approximately 76% of the LLC,
the
accounts of which are included in the accompanying consolidated financial
statements at October 31, 2007. The Company has recorded the non
controlling member’s share of the net assets of the LLC of $546,000 in minority
interests, in the accompanying October 31, 2007 consolidated balance
sheet. The Company has, among other things, guaranteed a preferential
return to the other member of the LLC of $36,000 per annum.
In
fiscal
2006, the Company acquired three retail properties totaling 50,000 square
feet
of GLA at an aggregate purchase price of $16.6 million.
In
fiscal
2005, the Company purchased Staples Plaza, a 200,000 square foot shopping
center
in Yorktown, New York for $28.5 million, including the assumption of a first
mortgage loan at its estimated fair value of $8.5 million. The
Company also purchased The Dock, a 269,000 square feet shopping center located
in Stratford, Connecticut for $51.1 million.
Sales
of
Properties
In
fiscal
2007, the Company sold its Tempe, Arizona property for a sale price of $13.2
million. The proceeds were used to complete the acquisition of the
Emerson, New Jersey property. The Company recorded a gain on sale of
approximately $11.4 million.
In
fiscal
2005, the Company sold its Farmingdale, New York property for a sale price
of
$9.75 million. The proceeds were used to complete the acquisition of
The Dock. The Company recorded a gain on the sale of approximately
$5.6 million. The Company also sold in fiscal 2005 an office building
in Southfield, Michigan for a sale price of $9.2 million and recorded a gain
on
the sale of $1.4 million.
Non-Core
Properties
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 Company’s non-core properties in the normal course of business over a
period of several years. The non-core properties consist of two
distribution service facilities (both of which are located outside of the
northeast region of the United States).
24
The
Company intends to sell its remaining non-core properties as opportunities
become available. The Company’s ability to generate cash from asset
sales is dependent upon market conditions and will be limited if market
conditions make such sales unattractive. In fiscal 2007, the Company
sold a non-core property for $13.2 million and recorded a gain on sale of
the
property of $11.4 million. There were no sales of non-core properties
in fiscal 2006. At October 31, 2007, the two remaining non-core
properties have a net book value of approximately $726,000.
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 generally accepted accounting principles (“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 its 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 deprecation and amortization.
However,
FFO:
§
|
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);
and
|
§
|
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 applicable to Common and Class A Common
Stockholders in accordance with GAAP to FFO for each of the three years in
the
period ended October 31, 2007 (amounts in thousands).
Year
Ended October 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Net
Income Applicable to Common and Class A Common
Stockholders
|
$ |
35,046
|
$ |
15,690
|
$ |
23,976
|
||||||
Plus: Real
property depreciation
|
10,530
|
9,981
|
9,003
|
|||||||||
Amortization
of tenant
improvements and allowances
|
2,267
|
2,450
|
2,325
|
|||||||||
Amortization
of deferred leasing
costs
|
564
|
557
|
555
|
|||||||||
Depreciation
and amortization on
discontinued operations
|
40
|
170
|
516
|
|||||||||
Less: Gains
on sales of properties
|
(11,385 | ) |
-
|
(7,020 | ) | |||||||
Funds
from Operations Applicable to Common and Class A Common
Stockholders
|
$ |
37,062
|
$ |
28,848
|
$ |
29,355
|
||||||
Net
Cash Provided by (Used in):
|
||||||||||||
Operating
Activities
|
$ |
49,307
|
$ |
35,429
|
$ |
35,505
|
||||||
Investing
Activities
|
$ | (19,457 | ) | $ | (20,129 | ) | $ | (61,348 | ) | |||
Financing
Activities
|
$ | (28,432 | ) | $ | (38,994 | ) | $ |
26,397
|
FFO
amounted to $37.1 million in fiscal 2007 compared to $28.8 million in fiscal
2006 compared to $29.4 million in fiscal 2005. The increase in FFO in
fiscal 2007 reflects an increase in operating income from properties owned
during the period and recent property acquisitions and the receipt of $6
million
from the settlement of a lease guarantee on a tenant space in The Dock shopping
center in Stratford, Connecticut. The decrease in FFO in fiscal
2006 reflects an increase in operating income from properties owned during
the
period and property acquisitions completed that year offset by an increase
in
preferred stock dividends paid on a new Series D Preferred Stock issue and
the
temporary investment of the remaining proceeds of the Series D Preferred
stock
sale into lower yielding short-term investments. See discussion which
follows.
25
Results
of
Operations
Fiscal
2007 vs. Fiscal
2006
The
following information summarizes the Company’s results of operations for the
year ended October 31, 2007 and 2006 (amounts in thousands):
Year
Ended
|
||||||||||||||||||||||||
October
31,
|
Change
Attributable to:
|
|||||||||||||||||||||||
Revenues
|
2007
|
2006
|
Increase
(Decrease)
|
%
Change
|
Property
Acquisitions
|
Properties
Held In Both Periods
|
||||||||||||||||||
Base
rents
|
$ |
57,260
|
$ |
54,862
|
$ |
2,398
|
4.4 | % | $ |
1,216
|
$ |
1,182
|
||||||||||||
Recoveries
from tenants
|
17,660
|
16,957
|
703
|
4.1 | % |
483
|
220
|
|||||||||||||||||
Mortgage
interest and other
|
845
|
408
|
437
|
107.1 | % |
11
|
426
|
|||||||||||||||||
Operating
Expenses
|
||||||||||||||||||||||||
Property
operating
|
12,109
|
11,666
|
443
|
3.8 | % |
175
|
268
|
|||||||||||||||||
Property
taxes
|
10,926
|
10,262
|
664
|
6.5 | % |
270
|
394
|
|||||||||||||||||
Depreciation
and amortization
|
13,442
|
13,073
|
369
|
2.8 | % |
407
|
(38 | ) | ||||||||||||||||
General
and administrative
|
4,979
|
4,981
|
(2 | ) |
-
|
n/a
|
n/a
|
|||||||||||||||||
Non-Operating
Income/Expense
|
||||||||||||||||||||||||
Interest
expense
|
7,773
|
8,287
|
(514 | ) | (6.2 | %) |
-
|
(514 | ) | |||||||||||||||
Interest,
dividends, and other investment income
|
501
|
950
|
(449 | ) | (47.3 | %) |
n/a
|
n/a
|
Revenues
Base
rents increased by 4.4% to $57.3 million in fiscal 2007 as compared with
$54.9
million in the comparable period of 2006. The increase in base
rentals was attributable to the property acquisitions and properties held
in
both periods as discussed below.
Property
Acquisitions:
In
fiscal
2007, the Company acquired two properties totaling 102,100 square feet of
GLA. These properties accounted for all of the revenue, operating
expense, property tax, and depreciation and amortization changes attributable
to
property acquisitions during the fiscal year ended 2007.
Properties
Held in Both
Periods:
The
increase in base rents for properties held during the fiscal period ended
October 31, 2007, reflects an increase in rental rates for in place leases
over
the period. In fiscal 2007, the Company leased or renewed
approximately 553,000 square feet (or approximately 15% of total property
leasable area). At October 31, 2007, the Company’s core properties
were approximately 96% leased. Overall core property occupancy rates
increased from 93.3% at October 31, 2006 to 95.4% at October 31,
2007.
For
the
fiscal year ended 2007, recoveries from tenants for properties owned in both
periods (which represents reimbursements from tenants for operating expenses
and
property taxes) increased by $220,000 compared to the same period in fiscal
2006. This increase was a result of an increase in real estate tax
recoveries caused by an approximate 4.0% increase in property tax expense
in
properties held in both periods and higher property tax recovery rates at
certain properties. Recoveries from tenants for common area
maintenance was unchanged in fiscal 2007 when compared with fiscal
2006.
During
fiscal 2007, the Company executed a settlement agreement with the corporate
guarantor of a former tenant’s lease obligations whereby the guarantor was
released from its obligations to the Company in exchange for a payment of
$6,000,000. The payment and release of guaranty were subject to
certain conditions contained in the agreement. The conditions were
satisfied on April 15, 2007 and the payment was recorded as income from a
settlement of lease guaranty obligation in the fiscal year ended October
31, 2007.
26
The
Company’s single largest real estate investment is the Ridgeway Shopping Center
located in Stamford, Connecticut (which is owned by a consolidated joint
venture
in which the Company has a 90% controlling interest). Ridgeway’s
revenues represented approximately $11.0 million or 14% of total revenues
in
fiscal 2007 compared to $10.3 million or 14% in fiscal 2006. At
October 31, 2007, the property was 95% leased. No other property in the
Company’s portfolio comprised more than 10% of the Company’s consolidated
revenues in fiscal 2007.
Operating
Expenses
Operating
expenses increases were a result of property acquisitions as discussed above
and
properties held in both periods as more fully discussed below:
Property
operating expenses for properties held in both periods increased $268,000
in the
fiscal year ended October 31, 2007 primarily as a result of increased utility
costs and repairs to utility systems, landscaping at some of the Company’s
properties, and parking area maintenance expenses.
Property
taxes for properties held in both periods increased by $394,000 or 4.0% in
fiscal 2007 from higher real estate tax assessment rates at the Company’s
properties.
There
was
relatively no change in depreciation and amortization for properties held
in
both periods for the fiscal period ended October 31, 2007 when compared to
fiscal 2006.
General
and administrative expenses were unchanged for the fiscal period ended October
31, 2007.
Non-Operating
Income/Expense
Interest,
dividends and other investment income decreased by $449,000 in the fiscal
period
ended October 31, 2007. The decrease in this component of income
reflects the use of available cash in 2006 that was invested in highly liquid
securities for the purchase of properties during fiscal 2006 and
2007.
Interest
expense decreased by $514,000 in fiscal 2007 from scheduled principal payments
on mortgage notes, the repayments of mortgage notes of $5,600,000 and $4,975,000
during fiscal 2007 and 2006, respectively and a decrease in credit line facility
fees after the termination of the Company’s unsecured revolving bank credit line
in June 2006.
Fiscal
2006 vs. Fiscal
2005
Year
Ended
|
||||||||||||||||||||||||
October
31,
|
Change
Attributable to:
|
|||||||||||||||||||||||
Revenues
|
2006
|
2005
|
Increase
(Decrease)
|
%
Change
|
Property
Acquisitions
|
Properties
Held In Both Periods
|
||||||||||||||||||
Base
rents
|
$ |
54,862
|
$ |
51,383
|
$ |
3,479
|
6.8 | % | $ |
3,215
|
$ |
264
|
||||||||||||
Recoveries
from tenants
|
16,957
|
16,444
|
513
|
3.1 | % |
706
|
(193 | ) | ||||||||||||||||
Mortgage
interest and other
|
408
|
291
|
117
|
40.2 | % | (82 | ) |
199
|
||||||||||||||||
Operating
Expenses
|
||||||||||||||||||||||||
Property
operating
|
11,666
|
10,785
|
881
|
8.2 | % |
570
|
311
|
|||||||||||||||||
Property
taxes
|
10,262
|
9,211
|
1,051
|
11.4 | % |
740
|
311
|
|||||||||||||||||
Depreciation
and amortization
|
13,073
|
11,884
|
1,189
|
10.0 | % |
774
|
415
|
|||||||||||||||||
General
and administrative
|
4,981
|
5,155
|
(174 | ) | (3.4 | %) |
n/a
|
n/a
|
||||||||||||||||
Non-Operating
Income/Expense
|
||||||||||||||||||||||||
Interest
expense
|
8,287
|
8,502
|
(215 | ) | (2.5 | %) |
322
|
(537 | ) | |||||||||||||||
Interest,
dividends, and other investment income
|
950
|
731
|
219
|
30.0 | % |
n/a
|
n/a
|
27
Revenues
Base
rents increased by 6.8% to $54.9 million in fiscal 2006 as compared with
$51.4
million in fiscal 2005. The increase in base rentals was attributable
to the property acquisitions and properties held in both periods as discussed
below.
Property
Acquisitions:
In
fiscal
2006, the Company acquired three properties totaling 50,000 square feet of
GLA
and two properties totaling 469,000 square feet of GLA during fiscal
2005. These properties accounted for all of the revenue, operating
expense, property tax, interest expense, and depreciation and amortization
changes attributable to property acquisitions during fiscal 2006.
Properties
Held in Both
Periods:
Base
rents from properties held in both periods increased $264,000 in fiscal 2006
compared to fiscal 2005. The increase in base rents from new leases and lease
renewals completed during fiscal 2006 was impacted by unexpected tenant
vacancies during the same period that lowered revenues by approximately
$500,000. At October 31, 2006, the overall leased percentage of the
Company’s core properties was 97%, a decline of 1% from the prior
year. The Company executed new leases or renewed leases comprising
297,000 square feet of GLA during fiscal 2006.
Recoveries
from tenants from properties held in both periods (which represent
reimbursements from tenants for operating expenses and property taxes) decreased
$193,000 in fiscal 2006 compared to the prior year due to slightly lower
occupancy levels during fiscal 2006 when compared with fiscal 2005.
Operating
Expenses
Property
operating expenses for properties held in both periods increased by $311,000
in
fiscal 2006 when compared with fiscal 2005 from an increase in certain property
expense categories, particularly repairs, maintenance and utility expenses,
that
increased this component of expenses by approximately $800,000 in fiscal
2006. The increase in expenses in fiscal 2006 was partially offset by
a decrease of approximately $300,000 in property insurance and snow removal
costs in that year.
Property
taxes for properties held in both periods increased by $311,000 or 3% in
fiscal
2006 when compared with fiscal 2005 from higher real estate tax assessment
rates
at certain of the Company’s properties.
Depreciation
and amortization expense from properties held in both periods increased $415,000
in fiscal 2006 when compared with fiscal 2005, principally from the write
off of
unamortized tenant improvement costs of $319,000 related to several tenants
that
vacated the properties during the year.
General
and administrative expenses (“G&A”) decreased by $174,000 in fiscal 2006
when compared with fiscal 2005 primarily from lower professional fees related
to
the Company’s internal controls assessment required by Section 404 of
Sarbanes-Oxley Act which decreased G&A by $443,000 in fiscal
2006. The decrease in G&A was offset by higher employee
compensation costs which increased this component of expense by $415,000
in
fiscal 2006.
Non-Operating
Income/Expense
Interest,
dividends and other investment income increased by $219,000 in fiscal 2006
from
higher rates of return earned on marketable securities and short-term
investments during the period. Other investment income also includes gains
on
sales of marketable securities of $122,000 in fiscal 2006 compared to $70,000
in
fiscal 2005.
Mortgage
interest and other income in fiscal 2006 includes a gain of $102,000 from
the
repayment of a mortgage note receivable during the year.
Interest
expense for properties held in both periods decreased $537,000 in fiscal
2006
when compared with fiscal 2005 principally from the repayment of mortgage
notes
payable and bank credit line borrowings in fiscal 2005 that were repaid later
in
the year. In connection with one acquisition in fiscal 2005, the
Company assumed an $8.5 million first mortgage loan that increased interest
expense in fiscal 2006 by $322,000.
Discontinued
Operations
In
fiscal
2007, the Company sold its Tempe, Arizona property for a sale price of $13.2
million. Accordingly, the operating results for this property were
classified as discontinued operations in the accompanying consolidated
statements of income for the year ended October 31,
2007. In connection with the sale of the property, the Company
recorded a gain on sale of approximately $11.4 million.
28
During
fiscal 2005, the Company sold a shopping center in Farmingdale, New York
for
$9.75 million and an office building in Southfield, Michigan for $9.175
million. Accordingly, the operating results for these properties were
classified as discontinued operations in the accompanying consolidated
statements of income for year ended October 31, 2005. In connection
with the sales of the properties, the Company recorded gains on sales of
properties of $7.0 million in fiscal 2005.
Revenues
from discontinued operations were $320,000, $747,000 and $2.5 million for
the
years ended October 31, 2007, 2006 and 2005, respectively.
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 that
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
7A. Quantitative
and Qualitative Disclosures about Market Risk
The
Company is exposed to interest rate risk primarily through its borrowing
activities. There is inherent rollover risk for borrowings as they
mature and are renewed at current market rates. The extent of this
risk is not quantifiable or predictable because of the variability of future
interest rates and the Company’s future financing requirements.
29
The
following table sets forth the Company’s long term debt obligations by principal
cash payments and maturity dates, weighted average fixed interest rates and
estimated fair value at October 31, 2007 (amounts in thousands, except weighted
average interest rate):
For
the years ended October 31,
|
||||||||
2008
|
2009
|
2010
|
2011
|
2012
|
Thereafter
|
Total
|
Estimated
Fair Value
|
|
Mortgage
notes payable
|
$13,066
|
$18,542
|
$6,289
|
$5,083
|
$4,796
|
$48,506
|
$96,282
|
$94,780
|
Weighted
average interest rate for debt maturing
|
5.877%
|
7.054%
|
7.780%
|
7.25%
|
6.52%
|
5.52%
|
During
the year ended October 31, 2007, the weighted average interest rate on variable
rate debt outstanding during the period was approximately 6.9%. A
hypothetical increase of 1% in interest rates would have had an immaterial
effect on the Company’s interest expense. At October 31, 2007, the
Company had $12.2 million in outstanding variable rate debt.
The
Company believes that its weighted average fixed interest rate of 6.1% on
its
debt is not materially different from current market interest rates for debt
instruments with similar risks and maturities.
The
Company has not planned, and does not plan, to enter into any derivative
financial instruments for trading or speculative purposes.
Item
8. Financial
Statements and Supplementary Data.
The
consolidated financial statements required by this Item, together with the
reports of the Company's independent registered public accounting firms thereon
and the supplementary financial information required by this Item are included
under Item 15 of this Annual Report.
Item
9. Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.
There
were no changes in, nor any disagreements with the Company’s independent
registered public accounting firm on accounting principles and practices
or
financial disclosure, during the years ended October 31, 2007 and
2006.
Item
9A. Controls
and Procedures.
At
the
end of the period covered by this report, the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer,
of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures pursuant to Exchange Act Rule
13a-15(e). Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls
and
procedures are effective. During the fourth quarter of 2007, 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.
30
(a) Management’s
Report on Internal Control Over Financial Reporting
Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Rules 13a-15(f)
and
15d-15(f) under the Securities Exchange Act of 1934. The Company’s
internal control over financial reporting is a process designed by, or under
the
supervision of, the Company’s Chief Executive Officer and Chief Financial
Officer and effected by the Company’s Board of Directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements in accordance
with generally accepted accounting principles.
The
Company’s internal control over financial reporting include policies and
procedures that: relate to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of
assets of the Company; provide reasonable assurance of the recording of all
transactions necessary to permit the preparation of the Company’s consolidated
financial statements in accordance with generally accepted accounting principles
and the proper authorization of receipts and expenditures in accordance with
authorization of the Company’s management and directors; and provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on
the Company’s consolidated financial statements.
Because
of its inherent limitations, internal control over financial reporting may
not
prevent or detect misstatements. Also, projection of any evaluation
of effectiveness to future periods is subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies and procedures may deteriorate.
Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of October 31, 2007. In making this assessment, management used
the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control – Integrated Framework. Based
on its assessment, management determined that the Company’s internal control
over financial reporting was effective as of October 31, 2007.
31
(b) Report
of Independent
Registered Public Accounting Firm
The
Board
of Directors and Stockholders of Urstadt Biddle Properties Inc.
We
have
audited Urstadt Biddle Properties Inc.’s internal control over financial
reporting as of October 31, 2007, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the “COSO criteria”). Urstadt Biddle Properties
Inc.’s management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is
to
express an opinion on the Company’s internal control over financial reporting
based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control
over
financial reporting, assessing the risk that a material weakness exists,
testing
and evaluating the design and operating effectiveness of internal control
based
on the assessed risk and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A
company’s internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain
to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles; (3) that receipts and expenditures
of
the company are being made only in accordance with authorizations of management
and directors of the company; and (4) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use,
or
disposition of the company’s assets that could have a material effect on the
financial statements.
Because
of its inherent limitations, internal control over financial reporting may
not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In
our
opinion, Urstadt Biddle Properties Inc. maintained, in all material respects,
effective internal control over financial reporting as of October 31, 2007
based on the COSO criteria.
We
also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheet of Urstadt
Biddle Properties Inc. as of October 31, 2007 and 2006, and the related
consolidated statements of income, stockholders’ equity, and cash flows for each
of the two years then ended and our report dated January 10, 2008 expressed
an
unqualified opinion thereon.
New
York, New York
|
/s/
PKF
|
January
10, 2008
|
Certified
Public Accountants
|
A
Professional Corporation
|
32
Item
9B. Other
Information.
Not
applicable.
PART
III
Item
10. Directors,
Executive Officers and Corporate Governance.
The
Company will file its definitive Proxy Statement for its Annual Meeting of
Stockholders to be held on March 6, 2008 within the period required under
the
applicable rules of the Securities and Exchange Commission. The
additional information required by this Item is included under the captions
"ELECTION OF DIRECTORS" and “COMPENSATION AND TRANSACTIONS WITH MANAGEMENT AND
OTHERS” of such Proxy Statement and is incorporated herein by
reference.
Executive
Officers of the
Registrant.
The
following sets forth certain information regarding the executive officers
of the
Company:
Name
|
Age
|
Offices
Held
|
Charles
J. Urstadt
|
79
|
Chairman
(since 1986) and Chief Executive Officer (since September 1989);
Mr.
Urstadt has been a Director since 1975.
|
Willing
L. Biddle
|
46
|
President
and Chief Operating Officer (since December 1996); Executive Vice
President (March 1996 to December 1996); Senior Vice President
–
Management (June 1995 to March 1996); Vice President – Retail
(April 1993 to June 1995).
|
James
R. Moore
|
59
|
Executive
Vice President and Chief Financial Officer (since March 1996);
Senior Vice
President and Chief Financial Officer (1989 to 1996); Treasurer
(since December 1987); Secretary (1987 to 1999); Vice
President-Finance and Administration (1987 to 1989).
|
Raymond
P. Argila
|
59
|
Senior
Vice President and Co-Counsel (since June 1990).
|
Thomas
D. Myers
|
56
|
Senior
Vice President, Co-Counsel and Secretary (since March 2006); Senior
Vice
President (since 2003); Secretary (since 2000); Vice President
(1995-2003); Associate Counsel
(1995-2006).
|
The
Directors elect officers of the Company annually.
The
Company has adopted a code of ethics that applies to the chief executive
officer
and senior financial officers. In the event of any amendment to, or waiver
from,
the code of ethics, the Company will promptly disclose the amendment or waiver
as required by law or regulation of the SEC on Form 8-K.
Item
11. Executive
Compensation.
The
Company will file its definitive Proxy Statement for its Annual Meeting of
Stockholders to be held on March 6, 2008 within the period required under
the
applicable rules of the Securities and Exchange Commission. The
information required by this Item is included under the caption "ELECTION
OF
DIRECTORS” and “COMPENSATION AND TRANSACTIONS WITH MANAGEMENT AND OTHERS” of
such Proxy Statement and is incorporated herein by reference.
33
Item
12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The
Company will file its definitive Proxy Statement for its Annual Meeting of
Stockholders to be held on March 6, 2008 within the period required under
the
applicable rules of the Securities and Exchange Commission. The
information required by this Item is included under the caption “ELECTION OF
DIRECTORS - Security Ownership of Certain Beneficial Owners and Management” and
“COMPENSATION AND TRANSACTIONS WITH MANAGEMENT AND OTHERS - Equity Compensation
Plan Information” of such Proxy Statement and is incorporated herein by
reference.
Item
13. Certain
Relationships and Related Transactions and Director
Independence.
The
Company will file its definitive Proxy Statement for its Annual Meeting of
Stockholders to be held on March 6, 2008 within the period required under
the
applicable rules of the Securities and Exchange Commission. The
information required by this Item is included under the caption “ELECTION OF
DIRECTORS” and “COMPENSATION AND TRANSACTIONS WITH MANAGEMENT AND OTHERS” of
such Proxy Statement and is incorporated herein by reference.
Item
14. Principal
Accountant Fees and Services.
The
Company will file its definitive Proxy Statement for its Annual meeting of
Stockholders to be held on March 6, 2008 within the period required under
the
applicable rules of the Securities and Exchange Commission. The
information required by this Item is included under the caption “FEES BILLED BY
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” of such Proxy Statement and is
incorporated herein by reference.
34
PART
IV
Item
15. Exhibits
and Financial Statement Schedules
|
||
A.
|
Index
to Financial Statements and Financial Statement
Schedules
|
|
1.
Financial Statements
|
||
The
consolidated financial statements listed in the accompanying index
to
financial statements on Page 39 are filed as part of this Annual
Report.
|
||
2. Financial
Statement Schedules --
|
||
The
financial statement schedules required by this Item are filed with
this
report and are listed in the accompanying index to financial statements
on
Page 39 All other financial statement schedules are not
applicable.
|
||
B.
|
Exhibits.
|
|
Listed
below are all Exhibits filed as part of this report. Certain
Exhibits are incorporated by reference to documents previously
filed by
the Company with the SEC pursuant to Rule 12b-32 under the Securities
Exchange Act of 1934, as amended.
|
||
Exhibit
|
||
(3).
|
Articles
of Incorporation and Bylaws
|
|
3.1
|
(a) Amended
Articles of Incorporation of the Company (incorporated by reference
to
Exhibit 3.1 to Amendment No. 1 to Registrant's Statement on Form
S-4/A
filed January 23, 1997 (SEC File No. 333-19113)).
|
|
(b)
Articles Supplementary of the Company (incorporated by reference
to Annex
A of Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated
August 3, 1998 (SEC File No. 001-12803)).
|
||
(c)
Articles Supplementary of the Company (incorporated by reference
to
Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated January
8, 1998 (SEC File No. 001-12803)).
|
||
(d)
Articles Supplementary of the Company (incorporated by reference
to
Exhibit 4.2 of the Registrant's Registration Statement on Form
S-3 filed
on August 8, 2003 (SEC File No. 333-107803)).
|
||
(e) Articles
Supplementary of the Company (incorporated by reference to Exhibit
4.1 of
the Registrant’s Current Report on Form 8-K dated April 11, 2005 (SEC File
No. 001-12803)).
|
||
(f) Certificate
of Correction to the Articles Supplementary of the Company (incorporated
by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K
dated May 3, 2005 (SEC File No. 001-12803)).
|
||
(g) Articles
Supplementary of the Company (incorporated by reference to Exhibit
4.1 of
the Registrant’s Current Report on Form 8-K dated June 7, 2005 (SEC File
No. 001-12803)).
|
||
3.2
|
(a) Bylaws
of the Company (incorporated by reference to Exhibit D of Amendment
No. 1
to Registrant's Registration Statement on Form S-4 (SEC File No.
333-19113) (as in effect prior to December 12, 2007).
|
|
(b) Bylaws
of the Company, Amended and Restated as of December 12, 2007 (incorporated
by reference to Exhibit 99.1 of the Registrant’s Current Report on Form
8-K dated December 18, 2007 (SEC File No.
001-12803).
|
35
(4)
|
Instruments
Defining the Rights of Security Holders, Including
Indentures.
|
|
4.1
|
Common
Stock: See Exhibits 3.1 (a)-(g) hereto.
|
|
4.2
|
Series
B Preferred Shares: See Exhibits 3.1 (a)-(g), 10.7 - 10.8 and
10.17 hereto.
|
|
4.3
|
Series
C Preferred Shares: See Exhibits 3.1 (a)-(g) and 10.11
hereto.
|
|
4.4
|
Series
D Preferred Shares: See Exhibits 3.1
(a)-(g).
|
|
4.5
|
Series
A Preferred Share Purchase Rights: See Exhibits 3.1 (a)-(g),
10.2 and 10.9 hereto.
|
36
(10)
|
Material
Contracts.
|
|
10.1
|
Form
of Indemnification Agreement entered into between the Registrant
and each
of its Directors and for future use with Directors and officers
of the
Company (incorporated herein by reference to Exhibit 10.1 of
the
Registrant's Annual Report on Form 10-K for the year ended October
31,
1989 (SEC File No. 001-12803)). 1
|
|
10.2
|
Amended
and Restated Rights Agreement between the Company and The Bank
of New
York, as Rights Agent, dated as of July 31, 1998 (incorporated
herein by
reference to Exhibit 10-1 of the Registrant's Current Report
on Form 8-K
dated November 5, 1998 (SEC File No. 001-12803)).
|
|
10.3
|
Form
of Supplemental Agreement with Stock Option Plan Participants
(non-statutory options) (incorporated by reference to Exhibit
10.6.2 of
the Registrant’s Annual Report on Form 10-K for the year ended October 31,
1998 (SEC File No. 001-12803)). 1
|
|
10.4
|
Amended
and Restated Dividend Reinvestment and Share Purchase Plan (incorporated
herein by reference to the Registrant’s Registration Statement on Form S-3
(SEC File No. 333-64381).
|
|
10.5
|
Excess
Benefit and Deferred Compensation Plan (incorporated by reference
to
Exhibit 10.10 of the Registrant’s Annual Report on Form 10-K for the year
ended October 31, 1998 (SEC File No. 001-12803)). 1
|
|
10.6
|
Purchase
and Sale Agreement, dated September 9, 1998, by and between Goodwives
Center Limited Partnership, as seller, and UB Darien, Inc., a
wholly owned
subsidiary of the Registrant, as purchaser (incorporated by reference
to
Exhibit 10 of the Registrant’s Current Report on Form 8-K dated September
23, 1998 (SEC File No. 001-12803)).
|
|
10.7
|
Subscription
Agreement, dated January 8, 1998, by and among the Company and
the Initial
Purchasers (incorporated by reference to Exhibit 4.2 of the Registrant’s
Current Report on Form 8-K dated January 8, 1998 (SEC File No.
001-12803)).
|
|
10.8
|
Registration
Rights Agreement, dated January 8, 1998, by and among the Company
and the
Initial Purchasers (incorporated by reference to Exhibit 4.3
of the
Registrant’s Current Report on Form 8-K dated January 8, 1998 (SEC File
No. 001-12803)).
|
|
10.9
|
Amendment
to Shareholder Rights Agreement dated as of September 22, 1999
between the
Company and the Rights Agent (incorporated by reference to Exhibit
10.18
of the Registrant’s Annual Report on Form 10-K for the year ended October
31, 1999 (SEC File No. 001-12803)).
|
|
10.10
|
Amended
and Restated Stock Option Plan adopted June 28, 2000 (incorporated
by
reference to Exhibit 10.19 of the Registrant’s Annual Report on Form 10-K
for the year ended October 31, 2000 (SEC File No. 001-12803)).
1
|
|
10.11
|
Registration
Rights Agreement dated as of May 29, 2003 by and between the
Company and
Ferris, Baker Watts, Incorporated (incorporated by reference
to Exhibit
4.1 of the Registrant's Registration Statement on Form S-3 (SEC
File No.
333-107803)).
|
|
10.12
|
Amended
and Restated Restricted Stock Award Plan as approved by the Company’s
stockholders on March 10, 2004 (incorporated by reference to
Exhibit 10.24
of the Registrant’s Annual Report on Form 10-K for the year ended October
31, 2004 (SEC File No. 001-12803)).
1
|
|
10.12.1
|
Forms
of Restricted Stock Award Agreement with Restricted Stock Plan
Participants (Non-EmployeeDirectors, Employee Directors and Employees),
effective as of November 1, 2006 (incorporated by reference to
Exhibits
10.24.1, 10.24.2 and 10.24.3 of the Registrant’s Annual Report on Form
10-K for the year ended October 31, 2006) 1
|
|
10.13
|
Excess
Benefit and Deferred Compensation Plan effective as of January
1, 2005
(incorporated by reference to Exhibit 10.25 of the Registrant’s Annual
Report on Form 10-K for the year ended October 31, 2004 (SEC
File No.
001-12803)). 1
|
|
10.14
|
Purchase
and Sale Agreement between UB Railside, LLC and The Dock, Incorporated
(incorporated by reference to Exhibit 10.1 of the Registrant’s Current
Report on Form 8-K/A dated March 11, 2005 (SEC File No.
001-12803)).
|
37
10.15
|
Purchase
and Sale Agreement between UB Dockside, LLC and The Dock, Incorporated
(incorporated by reference to Exhibit 10.2 of the Registrant’s Current
Report on Form 8-K/A dated March 11, 2005 (SEC File No.
001-12803)).
|
|
10.16
|
Form
of Amended and Restated Change of Control Agreements dated as of
December
19, 2007 between the Registrant and Charles J. Urstadt, Willing
L. Biddle,
James R. Moore, Raymond P. Argila and Thomas D. Myers (incorporated
by
reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K
dated December 26, 2007).¹
|
|
10.17
|
Amendment
to Registration Rights Agreement dated as of December 31, 2001
by and
among the Company and the remaining Initial Purchasers.
|
|
10.18
|
Form
of Restricted Stock Award Agreement with Restricted Stock Plan
Participants (Employees) effective as of November 7,
2007.¹
|
|
10.19
|
Form
of Restricted Stock Award Agreement with Restricted Stock Plan
Participants (Non-Employee Directors) effective as of November
7,
2007.¹
|
|
10.20
|
Form
of Restricted Stock Award Agreement with Restricted Stock Plan
Participants (Employee Directors) effective as of November 7,
2007.¹
|
|
10.21
|
Form
of Restricted Stock Award Agreement with Restricted Stock Plan
Participants (Employee Directors – Alternative Version) effective as of
November 7, 2007.¹
|
|
1
Management
contract, compensatory plan or arrangement.
|
||
(14)
|
Code
of Ethics for Chief Executive Officer and Senior Financial Officers
(incorporated by reference to Exhibit 14 of the Registrant’s Annual Report
on Form 10-K for the year ended October 31, 2003 (SEC File No.
001-12803)).
|
|
(21)
|
Subsidiaries.
|
|
21.1
|
List
of Company's subsidiaries
|
|
(23)
|
Consents
of Experts.
|
|
23.1
|
Consent
of PKF, Certified Public Accountants, A Professional
Corporation
|
|
23.2
|
Consent
of Ernst & Young LLP
|
|
(31.1)
|
Certification
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
as
amended, signed and dated by Charles J. Urstadt.
|
|
(31.2)
|
Certification
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
as
amended, signed and dated by James R. Moore.
|
|
(32)
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to section
906 of
the Sarbanes-Oxley Act of 2002, signed and dated by Charles J.
Urstadt and
James R. Moore.
|
38
URSTADT
BIDDLE PROPERTIES INC.
|
||
Item
15A.
|
INDEX
TO FINANCIAL STATEMENTS AND
FINANCIAL
STATEMENT SCHEDULES
|
Page
|
Consolidated
Balance Sheets at October 31, 2007 and 2006
|
40
|
|
Consolidated
Statements of Income for each of the three years in the period
ended
October 31, 2007
|
41
|
|
Consolidated
Statements of Cash Flows for each of the three years in the period
ended
October 31, 2007
|
42
|
|
Consolidated
Statements of Stockholders' Equity for each of the three years
in the
period ended October 31, 2007
|
43
|
|
Notes
to Consolidated Financial Statements
|
44
|
|
Reports
of Independent Registered Public Accounting Firms
|
55-56
|
|
Schedules
|
||
III
|
Real
Estate and Accumulated Depreciation - October 31, 2007
|
57
|
IV
|
Mortgage
Loans on Real Estate - October 31, 2007
|
59
|
All
other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and therefore
have been
omitted.
|
39
URSTADT
BIDDLE PROPERTIES
INC.
CONSOLIDATED
BALANCE
SHEETS
(In
thousands, except share data)
October
31,
|
||||||||
ASSETS
|
2007
|
2006
|
||||||
Real
Estate Investments:
|
||||||||
Core
properties – at
cost
|
$ |
521,476
|
$ |
489,160
|
||||
Non-core
properties – at
cost
|
1,383
|
6,383
|
||||||
522,859
|
495,543
|
|||||||
Less: Accumulated
depreciation
|
(85,555 | ) | (77,258 | ) | ||||
437,304
|
418,285
|
|||||||
Mortgage
note
receivable
|
1,305
|
1,361
|
||||||
438,609
|
419,646
|
|||||||
Cash
and cash equivalents
|
4,218
|
2,800
|
||||||
Restricted
cash
|
589
|
589
|
||||||
Marketable
securities
|
1,740
|
2,011
|
||||||
Tenant
receivables
|
16,588
|
17,176
|
||||||
Prepaid
expenses and other assets
|
5,445
|
4,484
|
||||||
Deferred
charges, net of accumulated amortization
|
4,581
|
4,644
|
||||||
Total
Assets
|
$ |
471,770
|
$ |
451,350
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Liabilities:
|
||||||||
Secured
revolving credit
line
|
$ |
12,200
|
$ |
-
|
||||
Mortgage
notes
payable
|
96,282
|
104,341
|
||||||
Accounts
payable and accrued
expenses
|
3,970
|
1,785
|
||||||
Deferred
compensation –
officers
|
1,191
|
1,200
|
||||||
Other
liabilities
|
7,438
|
5,503
|
||||||
Total
Liabilities
|
121,081
|
112,829
|
||||||
Minority
interests
|
3,739
|
5,318
|
||||||
Redeemable
Preferred Stock, par value $.01 per share;
|
||||||||
8.99%
Series B Senior
Cumulative Preferred Stock, (liquidation preference of $100 pershare);
150,000 shares issued and outstanding
|
14,341
|
14,341
|
||||||
8.50%
Series C Senior
Cumulative Preferred Stock, (liquidation preference of $100 pershare);
400,000 shares issued and outstanding
|
38,406
|
38,406
|
||||||
Total
Preferred
Stock
|
52,747
|
52,747
|
||||||
Commitments
and Contingencies
|
||||||||
Stockholders’
Equity:
|
||||||||
7.5%
Series D Senior Cumulative
Preferred Stock (liquidation preference of $25 per share);
2,450,000
shares issued and
outstanding
|
61,250
|
61,250
|
||||||
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;
|
||||||||
7,773,618
and 7,635,441 shares
issued and outstanding
|
77
|
76
|
||||||
Class
A Common Stock, par value
$.01 per share; 40,000,000 shares authorized;
|
||||||||
18,836,778
and 18,804,781
shares issued and outstanding
|
188
|
188
|
||||||
Additional
paid in
capital
|
264,585
|
262,024
|
||||||
Cumulative
distributions in
excess of net income
|
(31,077 | ) | (42,400 | ) | ||||
Accumulated
other comprehensive
income
|
480
|
618
|
||||||
Officer
note
receivable
|
(1,300 | ) | (1,300 | ) | ||||
Total
Stockholders’
Equity
|
294,203
|
280,456
|
||||||
Total
Liabilities and
Stockholders’ Equity
|
$ |
471,770
|
$ |
451,350
|
The
accompanying notes to consolidated
financial statements are an integral part of these
statements.
40
URSTADT
BIDDLE PROPERTIES
INC.
CONSOLIDATED
STATEMENTS OF
INCOME
(In
thousands, except per share data)
Year
Ended October
31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Revenues
|
||||||||||||
Base
rents
|
$ |
57,260
|
$ |
54,862
|
$ |
51,383
|
||||||
Recoveries
from
tenants
|
17,660
|
16,957
|
16,444
|
|||||||||
Settlement
of lease guarantee
obligation
|
6,000
|
-
|
-
|
|||||||||
Lease
termination
income
|
115
|
75
|
253
|
|||||||||
Mortgage
interest and
other
|
845
|
408
|
291
|
|||||||||
Total
Revenues
|
81,880
|
72,302
|
68,371
|
|||||||||
Operating
Expenses
|
||||||||||||
Property
operating
|
12,109
|
11,666
|
10,785
|
|||||||||
Property
taxes
|
10,926
|
10,262
|
9,211
|
|||||||||
Depreciation
and
amortization
|
13,442
|
13,073
|
11,884
|
|||||||||
General
and
administrative
|
4,979
|
4,981
|
5,155
|
|||||||||
Directors'
fees and
expenses
|
240
|
250
|
258
|
|||||||||
Total
Operating
Expenses
|
41,696
|
40,232
|
37,293
|
|||||||||
Operating
Income
|
40,184
|
32,070
|
31,078
|
|||||||||
Non-Operating
Income
(Expense):
|
||||||||||||
Interest
expense
|
(7,773 | ) | (8,287 | ) | (8,502 | ) | ||||||
Interest,
dividends and other
investment income
|
501
|
950
|
731
|
|||||||||
Minority
interests
|
(161 | ) | (189 | ) | (339 | ) | ||||||
Income
from Continuing
Operations before Discontinued Operations
|
32,751
|
24,544
|
22,968
|
|||||||||
Discontinued
Operations:
|
||||||||||||
Income
from discontinued
operations
|
252
|
488
|
997
|
|||||||||
Gains
on sales of
properties
|
11,385
|
-
|
7,020
|
|||||||||
Income
from Discontinued
Operations
|
11,637
|
488
|
8,017
|
|||||||||
Net
Income
|
44,388
|
25,032
|
30,985
|
|||||||||
Preferred
stock
dividends
|
(9,342 | ) | (9,342 | ) | (7,009 | ) | ||||||
Net
Income Applicable to Common
and Class A Common Stockholders
|
$ |
35,046
|
$ |
15,690
|
$ |
23,976
|
||||||
Basic
Earnings Per
Share:
|
||||||||||||
Per
Common Share:
|
||||||||||||
Income
from continuing
operations
|
$ |
.86
|
$ |
.56
|
$ |
.60
|
||||||
Income
from discontinued
operations
|
$ |
.43
|
$ |
.02
|
$ |
.30
|
||||||
Net
Income Applicable to Common
Stockholders
|
$ |
1.29
|
$ |
.58
|
$ |
.90
|
||||||
Per
Class A Common Share:
|
||||||||||||
Income
from continuing
operations
|
$ |
.95
|
$ |
.63
|
$ |
.66
|
||||||
Income
from discontinued
operations
|
$ |
.47
|
$ |
.02
|
$ |
.33
|
||||||
Net
Income Applicable to Class A
Common Stockholders
|
$ |
1.42
|
$ |
.65
|
$ |
.99
|
||||||
Diluted
Earnings Per
Share:
|
||||||||||||
Per
Common Share:
|
||||||||||||
Income
from continuing
operations
|
$ |
.83
|
$ |
.55
|
$ |
.58
|
||||||
Income
from discontinued
operations
|
$ |
.42
|
$ |
.02
|
$ |
.29
|
||||||
Net
Income Applicable to Common
Stockholders
|
$ |
1.25
|
$ |
.57
|
$ |
.87
|
||||||
Per
Class A Common Share:
|
||||||||||||
Income
from continuing
operations
|
$ |
.93
|
$ |
.61
|
$ |
.64
|
||||||
Income
from discontinued
operations
|
$ |
.46
|
$ |
.02
|
$ |
.32
|
||||||
Net
Income Applicable to Class A Common
Stockholders
|
$ |
1.39
|
$ |
.63
|
$ |
.96
|
||||||
Dividends
Per
Share:
|
||||||||||||
Common
|
$ |
.83
|
$ |
.81
|
$ |
.80
|
||||||
Class
A Common
|
$ |
.92
|
$ |
.90
|
$ |
.88
|
The
accompanying notes to
consolidated financial statements are an integral part of these
statements.
41
URSTADT
BIDDLE PROPERTIES
INC.
CONSOLIDATED
STATEMENTS OF CASH
FLOWS
(In
thousands)
Year
Ended October
31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Cash
Flows from Operating
Activities:
|
||||||||||||
Net
income
|
$ |
44,388
|
$ |
25,032
|
$ |
30,985
|
||||||
Adjustments
to reconcile net income to net cash provided
|
||||||||||||
by
operating
activities:
|
||||||||||||
Depreciation
and amortization
from continuing operations
|
13,442
|
13,073
|
11,884
|
|||||||||
Depreciation
and amortization
from discontinued operations
|
40
|
170
|
516
|
|||||||||
Straight-line
rent
adjustments
|
(889 | ) | (1,227 | ) | (1,313 | ) | ||||||
Restricted
stock compensation
expense
|
2,071
|
2,007
|
1,617
|
|||||||||
Change
in value of deferred
compensation arrangement
|
(9 | ) |
71
|
305
|
||||||||
Gains
on sale of
properties
|
(11,385 | ) |
-
|
(7,020 | ) | |||||||
Gain
on repayment of mortgage
note receivable
|
-
|
(102 | ) |
-
|
||||||||
Minority
interests
|
161
|
189
|
339
|
|||||||||
Increase
(decrease) in tenant
receivables
|
1,435
|
(1,507 | ) | (1,605 | ) | |||||||
Decrease
in accounts payable
and accrued expenses
|
(1,170 | ) | (2,391 | ) | (151 | ) | ||||||
(Increase)
decrease in other
assets and other liabilities, net
|
1,223
|
116
|
(36 | ) | ||||||||
Increase
in restricted
cash
|
-
|
(2 | ) | (16 | ) | |||||||
Net
Cash Flow Provided by Operating
Activities
|
49,307
|
35,429
|
35,505
|
|||||||||
Cash
Flows from Investing
Activities:
|
||||||||||||
Redemption
of marketable
securities
|
133
|
561
|
255
|
|||||||||
Acquisitions
of real estate
investments
|
(21,314 | ) | (16,628 | ) | (71,710 | ) | ||||||
Acquisition
of limited partner
interests in consolidated joint venture
|
(2,849 | ) |
-
|
(2,078 | ) | |||||||
Deposit
on acquisitions of real
estate investment
|
(424 | ) |
-
|
-
|
||||||||
Improvements
to properties and
deferred charges
|
(8,098 | ) | (5,251 | ) | (5,319 | ) | ||||||
Net
proceeds from sales of
properties
|
13,200
|
-
|
17,758
|
|||||||||
Distributions
to limited
partners of consolidated joint ventures
|
(161 | ) | (189 | ) | (339 | ) | ||||||
Payments
received on mortgage
notes receivable
|
56
|
765
|
85
|
|||||||||
Refund
of escrow
funds
|
-
|
613
|
-
|
|||||||||
Net
Cash Flow (Used in) Investing
Activities
|
(19,457 | ) | (20,129 | ) | (61,348 | ) | ||||||
Cash
Flows from Financing
Activities:
|
||||||||||||
Proceeds
from revolving credit
line borrowings
|
14,200
|
3,000
|
19,500
|
|||||||||
Repayments
on revolving credit
line borrowings
|
(2,000 | ) | (3,000 | ) | (19,500 | ) | ||||||
Net
proceeds from issuance of
Series D Preferred stock
|
-
|
-
|
59,380
|
|||||||||
Sales
of additional shares
of Common and Class A Common Stock
|
809
|
876
|
1,287
|
|||||||||
Principal
repayments on
mortgage notes payable
|
(8,059 | ) | (7,445 | ) | (4,173 | ) | ||||||
Dividends
paid - Common and
Class A Common Stock
|
(23,723 | ) | (23,083 | ) | (22,402 | ) | ||||||
Dividends
paid - Preferred
Stock
|
(9,342 | ) | (9,342 | ) | (7,009 | ) | ||||||
Repurchase
of shares of Class
A Common Stock
|
(317 | ) |
-
|
(686 | ) | |||||||
Net
Cash Flow (Used in) Provided by
Financing Activities
|
(28,432 | ) | (38,994 | ) |
26,397
|
|||||||
Net
Increase (Decrease) in Cash
and Cash Equivalents
|
1,418
|
(23,694 | ) |
554
|
||||||||
Cash
and Cash Equivalents at
Beginning of Year
|
2,800
|
26,494
|
25,940
|
|||||||||
Cash
and Cash Equivalents at
End of Year
|
$ |
4,218
|
$ |
2,800
|
$ |
26,494
|
The
accompanying notes to
consolidated financial statements are an integral part of these
statements.
42
URSTADT
BIDDLE PROPERTIES
INC.
CONSOLIDATED
STATEMENTS OF
STOCKHOLDERS’ EQUITY
(In
thousands, except shares and per share data)
|
7.5%
Series D
Preferred
Stock
|
Common
Stock
|
Class
A Common Stock
|
Additional
Paid In Capital
|
Cumulative
Distributions In Excess of Net Income
|
Accumulated
Other
Comprehensive
Income
|
Unamortized
Restricted
Stock
Compensation
and
Officer Note
Receivable
|
Total
Stockholders’
Equity
|
|||
Issued
|
Amount
|
Issued
|
Amount
|
Issued
|
Amount
|
||||||
Balances
–
October
31,
2004
|
-
|
$-
|
7,189,991
|
$72
|
18,649,008
|
$186
|
$264,680
|
$(36,581)
|
$472
|
$(7,055)
|
$221,774
|
Comprehensive
Income:
|
|||||||||||
Net
income applicable to
Common
|
|||||||||||
and
Class A common
stockholders
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
23,976
|
-
|
-
|
23,976
|
Change
in unrealized gains in
marketable securities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
27
|
-
|
27
|
Total
comprehensive income
|
24,003
|
||||||||||
Cash
dividends paid :
|
|||||||||||
Common
stock ($0.80 per
share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,918)
|
-
|
-
|
(5,918)
|
Class
A common stock ($0.88 per
share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(16,484)
|
-
|
-
|
(16,484)
|
Issuance
of shares under
|
|||||||||||
dividend
reinvestment
plan
|
-
|
-
|
59,390
|
-
|
15,767
|
-
|
1,186
|
-
|
-
|
-
|
1,186
|
Shares
issued under restricted stock plan
|
-
|
-
|
175,800
|
2
|
75,675
|
1
|
4,080
|
-
|
(4,083)
|
-
|
|
Amortization
of restricted stock
|
|||||||||||
compensation
and other
adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
(125)
|
-
|
-
|
1,617
|
1,492
|
Exercise
of stock options
|
-
|
-
|
7,750
|
-
|
6,750
|
-
|
100
|
-
|
-
|
-
|
100
|
Repurchases
of Common and Class A common stock
|
-
|
-
|
(3,600)
|
-
|
(41,400)
|
-
|
(686)
|
-
|
-
|
-
|
(686)
|
Issuance
of Series D Preferred Stock
|
2,450,000
|
61,250
|
-
|
-
|
-
|
-
|
(1,870)
|
-
|
-
|
-
|
59,380
|
Balances
–
October
31,
2005
|
2,450,000
|
61,250
|
7,429,331
|
74
|
18,705,800
|
187
|
267,365
|
(35,007)
|
499
|
(9,521)
|
284,847
|
Reversal
of unamortized stock compensation upon adoption of SFAS No.
123R
|
-
|
-
|
-
|
-
|
-
|
-
|
(8,221)
|
-
|
-
|
8,221
|
-
|
Comprehensive
Income:
|
|||||||||||
Net
income applicable to
Common
|
|||||||||||
and
Class A common
stockholders
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
15,690
|
-
|
-
|
15,690
|
Change
in unrealized gains in
marketable securities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
119
|
-
|
119
|
Total
comprehensive income
|
15,809
|
||||||||||
Cash
dividends paid :
|
|||||||||||
Common
stock ($0.81 per
share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,168)
|
-
|
-
|
(6,168)
|
Class
A common stock ($0.90 per
share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(16,915)
|
-
|
-
|
(16,915)
|
Issuance
of shares under dividend
|
|||||||||||
reinvestment
plan
|
-
|
-
|
30,810
|
-
|
15,431
|
-
|
769
|
-
|
-
|
-
|
769
|
Exercise
of stock options
|
-
|
-
|
9,500
|
-
|
4,500
|
-
|
107
|
-
|
-
|
-
|
107
|
Shares
issued under restricted stock plan
|
-
|
-
|
165,800
|
2
|
79,050
|
1
|
(3)
|
-
|
-
|
-
|
-
|
Restricted
stock compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
2,007
|
-
|
-
|
-
|
2,007
|
Balances
–
October
31,
2006
|
2,450,000
|
61,250
|
7,635,441
|
76
|
18,804,781
|
188
|
262,024
|
(42,400)
|
618
|
(1,300)
|
280,456
|
Comprehensive
Income:
|
|||||||||||
Net
income applicable to
Common
|
|||||||||||
and
Class A common
stockholders
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
35,046
|
-
|
-
|
35,046
|
Change
in unrealized gains in
marketable securities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(138)
|
-
|
(138)
|
Total
comprehensive income
|
34,908
|
||||||||||
Cash
dividends paid :
|
|||||||||||
Common
stock ($0.83 per
share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,435)
|
-
|
-
|
(6,435)
|
Class
A common stock ($0.92 per
share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(17,288)
|
-
|
-
|
(17,288)
|
Issuance
of shares under dividend
|
|||||||||||
reinvestment
plan
|
-
|
-
|
32,377
|
-
|
12,444
|
-
|
790
|
-
|
-
|
-
|
790
|
Exercise
of stock options
|
-
|
-
|
-
|
-
|
1,953
|
-
|
17
|
-
|
-
|
-
|
17
|
Shares
issued under restricted stock plan
|
-
|
-
|
105,800
|
1
|
70,300
|
-
|
-
|
-
|
-
|
-
|
1
|
Restricted
stock compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
2,071
|
-
|
-
|
-
|
2,071
|
Repurchases
of Class A common stock
|
-
|
-
|
-
|
-
|
(21,200)
|
-
|
(317)
|
-
|
-
|
-
|
(317)
|
Forfeiture
of restricted stock
|
-
|
-
|
-
|
-
|
(31,500)
|
-
|
-
|
-
|
-
|
-
|
-
|
Balances
–
October
31,
2007
|
2,450,000
|
$61,250
|
7,773,618
|
$77
|
18,836,778
|
$188
|
$264,585
|
$(31,077)
|
$480
|
$(1,300)
|
$294,203
|
The
accompanying notes to consolidated financial statements are an
integral part of these statements.
43
URSTADT
BIDDLE PROPERTIES
INC.
NOTES
TO CONSOLIDATED FINANCIAL
STATEMENTS
October
31, 2007
(1)
ORGANIZATION, BASIS OF
PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
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. The Company's major tenants include supermarket
chains and other retailers who sell basic necessities. At October 31,
2007, the Company owned or had interests in thirty-nine properties containing
a
total of 3.7 million square feet of leasable area.
Principles
of Consolidation and Use
of Estimates
The
accompanying consolidated financial statements include the accounts of the
Company, its wholly owned subsidiaries, and joint ventures in which the Company
meets certain criteria of a sole general partner in accordance with Emerging
Issues Task Force (“EITF”) Issue 04-5, “Determining Whether a General Partner,
or the General Partners as a Group, Controls a Limited Partnership or Similar
Entity When the Limited Partners Have Certain Rights.” The Company
has determined that such joint ventures should be consolidated into the
consolidated financial statements of the Company. All significant
intercompany transactions and balances have been eliminated in
consolidation.
The
accompanying financial statements are prepared on the accrual basis in
accordance with accounting principles generally accepted in the United States
(“GAAP”). The preparation of financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the
disclosure of contingent assets and liabilities, the reported amounts of
assets
and liabilities at the date of the financial statements, and the reported
amounts of revenue and expenses during the periods covered by the financial
statements. The most significant assumptions and estimates related to
the valuation of real estate, depreciable lives, revenue recognition and
the
collectibility of tenant and notes receivable. Actual results could
differ from these estimates.
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 REIT under Sections 856-860 of the
Internal Revenue Code (Code). Under those sections, a REIT that among
other things, distributes at least 90% of real estate trust taxable income
and
meets certain other qualifications prescribed by the Code will not be taxed
on
that portion of its taxable income that is distributed. The Company
believes it qualifies as a REIT and has distributed all of its taxable income
for the fiscal years through 2007 in accordance with the provisions of the
Code. Accordingly, no provision has been made for Federal income
taxes in the accompanying consolidated financial statements.
Real
Estate
Investments
All
capitalizable costs related to the improvement or replacement of real estate
properties are capitalized. Additions, renovations and improvements that
enhance
and/or extend the useful life of a property are also capitalized. Expenditures
for ordinary maintenance, repairs and improvements that do not materially
prolong the normal useful life of an asset are charged to operations as
incurred.
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 the 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 value 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.
44
Above
and
below market leases acquired are recorded at their fair value. The
capitalized above-market lease values are amortized as a reduction of rental
revenue over the remaining term of the respective leases and the capitalized
below-market lease values are amortized as an increase to rental revenue
over
the remaining term of the respective leases. The value of in-place leases
is based on the Company’s evaluation of the specific characteristics of each
tenant’s lease. Factors considered include estimates of carrying
costs during expected lease-up periods, current market conditions, and costs
to
execute similar leases. The value of in-place leases are amortized
over the remaining term of the respective leases. If a tenant vacates
its space prior to its contractual expiration date, any unamortized balance
of
their related intangible asset is expensed.
Depreciation
and
Amortization
The
Company uses the straight-line method for depreciation and amortization.
Core
and non-core properties are depreciated over the estimated useful lives of
the
properties, which range from 30 to 40 years. Property improvements
are depreciated over the estimated useful lives that range from 10 to 20
years. Furniture and fixtures are depreciated over the estimated
useful lives that range from 3 to 10 years. Tenant improvements are amortized
over the shorter of the life of the related leases or their useful
life.
Property
Held for
Sale
The
Company has adopted the provisions of Statement of Financial Accounting
Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived
Assets” (“SFAS No. 144”). SFAS No. 144 requires, among other things,
that the assets and liabilities and the results of operations of the Company’s
properties that have been sold or otherwise qualify as held for sale be
classified as discontinued operations and presented separately in the Company’s
consolidated financial statements. The Company classifies properties as held
for
sale that are under contract for sale and are expected to be sold within
the
next twelve months.
Deferred
Charges
Deferred
charges consist principally of leasing commissions (which are amortized ratably
over the life of the tenant leases) and financing fees (which are amortized
over
the terms of the respective agreements). Deferred charges in the accompanying
consolidated balance sheets are shown at cost, net of accumulated amortization
of $2,708,000 and $2,595,000 as of October 31, 2007 and 2006,
respectively.
Asset
Impairment
The
Company reviews long-lived assets for impairment whenever events or changes
in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of the asset to aggregate future net
cash
flows (undiscounted and without interest) expected to be generated by the
asset. If such assets are considered impaired, the impairment to be
recognized is measured by the amount by which the carrying amounts of the
assets
exceed the fair value.
Revenue
Recognition
Revenues
from operating leases include revenues from core properties and non-core
properties. Rental income is generally recognized based on the terms of leases
entered into with tenants. In those instances in which the Company
funds tenant improvements and the improvements are deemed to be owned by
the
Company, revenue recognition will commence when the improvements are
substantially completed and possession or control of the space is turned
over to
the tenant. When the Company determines that the tenant allowances
are lease incentives, the Company commences revenue recognition when possession
or control of the space is turned over to the tenant for tenant work to
begin. Minimum rental income from leases with scheduled rent
increases is recognized on a straight-line basis over the lease
term. At October 31, 2007 and 2006, approximately $10,078,000 and
$9,278,000 has been recognized as straight-line rents receivable (representing
the current net cumulative rents recognized prior to when billed and collectible
as provided by the terms of the leases), all of which is included in tenant
receivables in the accompanying consolidated financial
statements. Percentage rent is recognized when a specific tenant’s
sales breakpoint is achieved. Property operating expense recoveries
from tenants of common area maintenance, real estate taxes and other recoverable
costs are recognized in the period the related expenses are
incurred. Lease incentives are amortized as a reduction of rental
revenue over the respective tenant lease terms. Lease termination
amounts received by the Company from its tenants are recognized as income
in the
period received. Interest income is recognized as it is
earned. Gains or losses on disposition of properties are recorded
when the criteria for recognizing such gains or losses under generally accepted
accounting principles have been met.
The
Company provides an allowance for doubtful accounts against the portion of
tenant receivables (including an allowance for future tenant credit losses
of
approximately 10% of the deferred straight-line rents receivable) which is
estimated to be uncollectible. Such allowances are reviewed
periodically. At October 31, 2007 and 2006, tenant receivables in the
accompanying consolidated balance sheets are shown net of allowances for
doubtful accounts of $1,946,000 and $1,561,000, respectively. During
the years ended October 31, 2007, 2006 and 2005, the Company provided $539,000,
$200,000 and $90,000, respectively, for uncollectible amounts, which is recorded
in the accompanying consolidated statement of income as a reduction of rental
revenue.
Cash
Equivalents
Cash
and
cash equivalents consist of cash in banks and short-term investments with
original maturities of less than three months.
Restricted
Cash
Restricted
cash consists of those tenant security deposits and replacement and other
reserves required by agreement with certain of the Company’s mortgage lenders
for property level capital requirements that are required to be held in separate
bank accounts.
45
Marketable
Securities
Marketable
securities consist of short-term investments and marketable equity
securities. Short-term investments (consisting of investments with
original maturities of greater than three months when purchased) and 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. For the years ended
October 31, 2006 and 2005, gains on sales of marketable securities, determined
based on specific identification amounted to $122,000 and $70,000, respectively
(none in fiscal 2007).
Comprehensive
Income
Comprehensive
income is comprised of net income and other comprehensive income (loss).
Other
comprehensive income (loss) includes items that are otherwise recorded directly
in stockholders’ equity, such as unrealized gains or losses on marketable
securities. At October 31, 2007 and 2006, other comprehensive income
consists of net unrealized gains on marketable securities of $480,000 and
$618,000, respectively. Unrealized gains included in other
comprehensive income will be reclassified into earnings as gains are
realized.
Fair
Value of Financial
Instruments
The
carrying values of cash and cash equivalents, restricted cash, tenant
receivables, prepaid expenses and other assets, accounts payable, accrued
expenses and other liabilities are reasonable estimates of their fair values
because of the short term nature of these instruments.
The
estimated fair value of mortgage notes receivable collateralized by real
property is based on discounting the future cash flows at a year-end risk
adjusted lending rate that the Company would utilize for loans of similar
risk
and duration. At October 31, 2007 and 2006, the estimated aggregate fair
value
of the mortgage notes receivable was $959,000 and $1,093,000,
respectively.
The
estimated fair value of mortgage notes payable was $94,780,000 and $105,600,000
at October 31, 2007 and 2006, respectively. The estimated fair value of mortgage
notes payable is based on discounting the future cash flows at a year-end
risk
adjusted borrowing rate currently available to the Company for issuance of
debt
with similar terms and remaining maturities.
Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since that date and current
estimates of fair value may differ significantly from the amounts presented
herein.
Concentration
of Credit
Risk
Financial
instruments that potentially subject the Company to concentrations of credit
risk consist primarily of cash and cash equivalents, 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 are
insufficient to meet the terminal value of a tenant’s lease obligation, they are
a measure of good faith and a 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.
Earnings
Per
Share
The
Company calculates basic and diluted earnings per share in accordance with
SFAS
No. 128, “Earnings Per Share.” Basic earnings per share (“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 average 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.
46
The
following table sets forth the reconciliation between basic and diluted EPS
(in
thousands):
Year
Ended October 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Numerator
|
||||||||||||
Net
income applicable to common stockholders – basic
|
$ |
8,800
|
$ |
3,871
|
$ |
5,902
|
||||||
Effect
of dilutive securities:
|
||||||||||||
Stock
awards and operating
partnership units
|
324
|
220
|
281
|
|||||||||
Net
income applicable to common stockholders – diluted
|
$ |
9,124
|
$ |
4,091
|
$ |
6,183
|
||||||
Denominator
|
||||||||||||
Denominator
for basic EPS-weighted average common shares
|
6,845
|
6,662
|
6,566
|
|||||||||
Effect
of dilutive securities:
|
||||||||||||
Stock
awards
|
448
|
482
|
446
|
|||||||||
Operating
partnership
units
|
-
|
55
|
55
|
|||||||||
Denominator
for diluted EPS – weighted average common equivalent
shares
|
7,293
|
7,199
|
7,067
|
|||||||||
Numerator
|
||||||||||||
Net
income applicable to Class A common stockholders – basic
|
$ |
26,246
|
$ |
11,819
|
$ |
18,074
|
||||||
Effect
of dilutive securities:
|
||||||||||||
Stock
awards and operating
partnership units
|
(324 | ) |
-
|
58
|
||||||||
Net
income applicable to Class A common stockholders – diluted
|
$ |
25,922
|
$ |
11,819
|
$ |
18,132
|
||||||
Denominator
|
||||||||||||
Denominator
for basic EPS – weighted average Class A common shares
|
18,419
|
18,312
|
18,280
|
|||||||||
Effect
of dilutive securities:
|
||||||||||||
Stock
awards
|
275
|
306
|
314
|
|||||||||
Operating
partnership
units
|
-
|
55
|
246
|
|||||||||
Denominator
for diluted EPS – weighted average Class A common
|
||||||||||||
equivalent
shares
|
18,694
|
18,673
|
18,840
|
Stock-Based
Compensation
Prior
to
fiscal 2005, the Company accounted for its stock-based compensation plans
under
the Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to
Employees” (“APB No. 25”) , and related
Interpretations. Effective November 1, 2005, the Company adopted the
fair value recognition provisions of FASB Statement No. 123R, “Share-Based
Payment” (“SFAS No. 123R”), using the modified-prospective-transition
method. Under that transition method, compensation expense is
recognized for all share-based payments granted subsequent to November 1,
2005,
based on the fair value of the stock awards less estimated forfeitures. The
fair
value of stock awards is equal to the fair value of the Company’s stock on the
grant date.
Segment
Reporting
The
Company operates in one industry segment, ownership of commercial real estate
properties which are located principally in the northeastern United
States. The Company does not distinguish its property operations for
purposes of measuring performance. Accordingly, the Company believes
it has a single reportable segment for disclosure purposes.
Recently
Issued Accounting
Pronouncements
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements,” which, among other things, provides guidance
and establishes amended accounting and reporting standards for a parent
company’s noncontrolling interest in a subsidiary. The Company is
currently evaluating the impact of adopting the statement, which is effective
for fiscal years beginning on or after December 15, 2008.
In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations,” (“SFAS
No. 141R”) which replaces SFAS No. 141 Business Combinations. SFAS
No. 141R, among other things, establishes principles and requirements for
how an
acquirer entity recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed (including intangibles)
and any noncontrolling interests in the acquired entity. The Company
is currently evaluating the impact of adopting the statement, which is
effective
for fiscal years beginning on or after December 15, 2008.
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities,” which provides companies with
an option to report selected financial assets and liabilities at fair
value. SFAS No. 159 also establishes presentation and disclosure
requirements designed to facilitate comparisons between companies that choose
different measurement attributes from similar types of assets and
liabilities. The statement does not eliminate the disclosure
requirements of other accounting standards, including requirements for
disclosures about fair value measurements in SFAS No. 107 “Disclosure About Fair
Value of Financial Instruments” and SFAS No. 157. The Company is
currently evaluating the impact of adopting the statement, which becomes
effective for fiscal years beginning after November 15, 2007.
47
In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements.” This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(“GAAP”), and expands disclosures about fair value measurements. The
statement applies to accounting pronouncements that require or permit fair
value
measurements, except for share-based payments transactions under SFAS No.
123
and is effective for financial statements issued for fiscal years beginning
after November 15, 2007. The Company does not believe adoption of
SFAS No. 157 will have a material effect on its financial
statements.
In
June
2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes – an interpretation of SFAS No. 109” (“FIN No. 48”), that defines a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken
in a
tax return. FIN No. 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN No. 48 is effective for fiscal years
beginning after December 15, 2006. The adoption of FIN No. 48 is not expected
to
have an effect on the Company’s consolidated financial statements.
(2)
REAL ESTATE
INVESTMENTS
The
Company’s investments in real estate, net of depreciation, were composed of the
following at October 31, 2007 and 2006 (in thousands):
Core
Properties
|
Non-Core
Properties
|
Mortgage Notes Receivable
|
2007
Totals
|
2006
Totals
|
|
Retail
|
$429,177
|
$-
|
$1,305
|
$430,482
|
$411,047
|
Office
|
7,401
|
-
|
-
|
7,401
|
7,391
|
Industrial
|
-
|
726
|
-
|
726
|
904
|
Undeveloped
Land
|
-
|
-
|
-
|
-
|
304
|
$436,578
|
$726
|
$1,305
|
$438,609
|
$419,646
|
The
Company’s investments at October 31, 2007 consisted of equity interests in 39
properties, which are located in various regions throughout the United States
and one mortgage note receivable. The Company’s primary investment
focus is neighborhood and community shopping centers located in the northeastern
United States. These properties are considered core properties of the Company.
The remaining properties are located outside of the northeastern United States
and are considered non-core properties. Since a significant
concentration of the Company’s properties are in the northeast, market changes
in this region could have an effect on the Company’s leasing efforts and
ultimately its overall results of operations. The following is a
summary of the geographic locations of the Company’s investments at October 31,
2007 and 2006 (in thousands):
2007
|
2006
|
|
Northeast
|
$436,578
|
$415,664
|
Midwest
|
726
|
602
|
Southwest
|
1,305
|
3,380
|
$438,609
|
$419,646
|
(3)
CORE
PROPERTIES
The
components of core properties were as follows (in thousands):
2007
|
2006
|
|
Land
|
$94,930
|
$90,532
|
Buildings
and improvements
|
426,546
|
398,628
|
521,476
|
489,160
|
|
Accumulated
depreciation
|
(84,898)
|
(73,496)
|
$436,578
|
$415,664
|
Space
at
the Company’s core properties is generally leased to various individual tenants
under short and intermediate-term leases which are accounted for as operating
leases.
Minimum
rental payments on non-cancelable operating leases totaling $333,862,000
become
due as follows: 2008 -$52,859,000; 2009 - $48,388,000; 2010 -
$43,424,000; 2011 - $38,812,000; 2012 - $32,309,000 and thereafter –
$118,070,000.
Certain
of the Company’s leases provide for the payment of additional rent based on a
percentage of the tenant’s revenues. Such additional percentage rents are
included in operating lease income and were less than 1% of consolidated
revenues in each of the three years ended October 31, 2007.
Owned
Properties
In
January 2007, the Company acquired a 10,100 square foot shopping center located
in Monroe, Connecticut (“Monroe”) for approximately $3.8 million, including
closing costs.
48
In
April
2007, the Company acquired the Emerson Shopping Plaza (“Emerson”), a 92,000
square foot shopping center located in Emerson, New Jersey for a purchase
price
of approximately $17.5 million, including closing costs.
In
January 2007, the Company entered into a lease with a wholesale club to lease
approximately 107,000 square feet of space at The Dock Shopping Center,
Stratford, Connecticut, subject to certain conditions. In connection
with the new lease, the Company agreed to provide up to $6.75 million toward
the
costs of redeveloping the space that previously had been occupied by a tenant
who, in a prior year, filed a petition in bankruptcy and vacated the
space. As of October 31, 2007, the Company has approved payments
totaling $6.1 million (of which $2.9 million is included in Accounts payable
and
accrued expenses in the accompanying consolidated balance sheet at October
31,
2007) toward the costs of redeveloping the space. The former tenant’s lease
obligations were guaranteed through 2016 by a corporate guarantor whereby
the
guarantor was released from its obligations in exchange for a payment of
$6
million. The payment and release of guaranty were subject to certain
conditions contained in the agreement. The conditions were satisfied
on April 15, 2007 and the Company recorded the guaranty payment as income
in
fiscal 2007.
In
May
2007, the Company acquired by contribution, a 20% economic interest in a
general
partnership that owns a retail/office property in Westchester County, New
York. Simultaneously, the Company contributed one of its wholly-owned
retail properties into a newly formed limited liability company
(“LLC”). As a result of the contributions, the Company owns
approximately 76% of the LLC, the accounts of which are included in the
accompanying consolidated financial statements at October 31,
2007. The Company has recorded the non- controlling member’s share of
the net assets of the LLC of $546,000 in Minority Interests, in the accompanying
October 31, 2007 consolidated balance sheet. The amount recorded for
minority interest represents a non-cash investing activity and is therefore,
not
included in the accompanying 2007 consolidated statement of cash
flows. The Company has among other things, guaranteed a preferential
return to the other member of the LLC of $36,000 per annum.
In
March
2006, the Company acquired three retail properties totaling 50,000 square
feet
of gross leasable space (“GLA”) located in Pelham, New York and Queens, New York
(“Pelham Properties”). The three properties were acquired for an
aggregate purchase price of $16.6 million.
In
fiscal
2005, the Company acquired The Dock Shopping Center (“The Dock”) (269,000 square
feet of GLA) , for $51.1 million and Staples Plaza (“Staples Plaza”)
(200,000 square feet of GLA) for a purchase price of $28.5 million, including
the assumption of a first mortgage loan at its estimated fair value of $8.5
million. The assumption of the mortgage loan represents a non-cash
financing activity and is therefore not included in the accompanying 2005
consolidated statement of cash flows.
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 the 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
value
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 above-market and below-market lease intangibles are
amortized to rental income over the remaining non-cancelable terms of the
respective leases. If a lease were to be terminated prior to its
stated expiration, all unamortized amounts relating to the lease would be
immediately recognized in operations.
During
fiscal 2007, the Company completed its evaluation of the acquired leases
at
Monroe and Emerson. As a result of its evaluations, the Company has
allocated a total of $676,000 to a liability associated with the net fair
value
assigned to the acquired leases at the properties, which amount represents
a
non-cash investing activity and is therefore not included in the accompanying
2007 consolidated statement of cash flows.
For
the
years ended October 31, 2007, 2006 and 2005, the net amortization of
above-market and below-market leases amounted to $241,000, $211,000 and
$449,000, respectively, which amounts are included in base rents in the
accompanying consolidated statements of income.
In
fiscal
2007, the Company incurred costs of approximately $8.1 million related to
capital improvements to its properties and leasing costs.
Consolidated
Joint
Ventures
The
Company is the general partner in a consolidated limited partnership which
owns
a shopping center. The limited partnership has a defined termination
date of December 31, 2097. The partners are entitled to receive an
annual cash preference payable from available cash of the
partnership. Any unpaid preferences accumulate and are paid from
future cash, if any. The limited partners’ cash preferences are paid
after the general partner’s preferences are satisfied. The balance of
available cash, if any, is distributed in accordance with the respective
partner’s interests. Upon liquidation of the partnership, proceeds
from the sale of partnership assets are to be distributed in accordance with
the
respective partnership interests. The partners are not obligated to
make any additional capital contributions to the partnership. The
Company had retained an affiliate of one of the limited partners to provide
management and leasing services to the property at an annual fee of $125,000
through June 2007. The
limited partner interest is reflected in the accompanying consolidated financial
statements as Minority Interests.
49
In
August
2007, the Company purchased all of the limited partner interests in a
consolidated partnership, in which the Company was the sole general partner
for
$2.8 million. As a result of the purchase, the partnership was
terminated and the property is now directly owned by the Company.
In
May
2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity” (“SFAS No.
150”). SFAS No. 150 establishes standards for classifying and
measuring as liabilities certain financial instruments that embody obligations
of the issuer and have characteristics of both liabilities and equity. The
FASB
deferred the classification and measurement provisions of SFAS No. 150 that
apply to certain mandatory 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 mandatory redeemable non-controlling interest. At October
31,
2007, the estimated fair value of the minority interest was approximately
$3.5
million. The joint venture has a termination date of December 31,
2097.
(4)
NON-CORE
PROPERTIES
At
October 31, 2007, the non-core properties consist of two industrial properties
located outside of the Northeast region of the United States. The Board of
Directors has authorized management, subject to its approval of any contract
for
sale, to sell the non-core properties of the Company over a period of several
years in furtherance of the Company’s objectives to focus on northeast
properties.
The
components of non-core properties were as follows (in thousands):
2007
|
2006
|
|
Land
|
$450
|
$943
|
Buildings
and improvements
|
933
|
5,440
|
1,383
|
6,383
|
|
Accumulated
depreciation
|
(657)
|
(3,762)
|
$726
|
$2,621
|
Minimum
rental payments on non-cancelable operating leases of the non-core properties
totaling $7,413,000 become due as follows: 2008
-
$1,840,000; 2009 - $1,840,000; 2010 - $1,840,000; 2011 - $1,266,000; 2012
-
$627,000.
(5) DISCONTINUED
OPERATIONS
The
Company has adopted the provisions of Statement of Financial Accounting
Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived
Assets” (SFAS No. 144). SFAS No. 144 requires, among other things,
that the results of operations of properties sold or that otherwise qualify
as
held for sale be classified as discontinued operations and presented separately
in the Company’s consolidated financial statements.
In
fiscal
2007, the Company sold a non-core retail property, in Tempe, Arizona, for
a sale
price of $13.2 million, resulting in a gain on sale of the property of
approximately $11.4 million. In fiscal 2005, the Company sold
two properties for a total sales price of $18.95 million and recorded combined
gains on the sales of $7.0 million in fiscal 2005.
The
operating results for the sold properties have been classified as discontinued
operations in the accompanying consolidated financial
statements. Revenues from discontinued operations were approximately
$320,000, $747,000 and $2,500,000 for the years ended October 31, 2007, 2006
and
2005, respectively.
(6)
MORTGAGE NOTE
RECEIVABLE
At
October 31, 2007, mortgage note receivable consisted of one fixed rate mortgage
with a contractual interest rate of 9%. The mortgage note matures in 2013
and is secured by a retail property. Interest is recognized on the
effective yield method. The mortgage note is recorded at a
discounted amount which reflects the market interest rate at the time of
acceptance of the note. At October 31, 2007, the remaining
unamortized discount was $141,000.
At
October 31, 2007, principal payments on the mortgage note receivable become
due
as follows: 2008 - $90,000; 2009 - $98,000; 2010 – $108,000; 2011 - $118,000;
2012 - $129,000 and thereafter – $903,000.
50
(7) MORTGAGE
NOTES PAYABLE
AND BANK LINES OF CREDIT
At
October 31, 2007, mortgage notes payable are due in installments over various
periods to fiscal 2017 at effective rates of interest ranging from 5.52%
to
7.78% and are collateralized by real estate investments having a net carrying
value of $169,426,000.
Combined
aggregate principal maturities of mortgage notes payable during the next
five
years and thereafter are as follows (in thousands):
Scheduled
Amortization
|
Principal
Repayments
|
Total
|
|
2008
|
$1,775
|
$11,291
|
$13,066
|
2009
|
1,435
|
17,107
|
18,542
|
2010
|
1,134
|
5,155
|
6,289
|
2011
|
1,137
|
3,946
|
5,083
|
2012
|
1,005
|
3,791
|
4,796
|
Thereafter
|
5,122
|
43,384
|
48,506
|
$11,608
|
$84,674
|
$96,282
|
At
October 31, 2007, the Company had a secured revolving credit facility with
a
commercial bank (the “Secured Credit Facility”) which provides for borrowings of
up to $30 million. The Secured Credit Facility expires in April 2008
and is collateralized by first mortgage liens on two of the Company’s
properties. Interest on outstanding borrowings is at prime + 1/2% or LIBOR
+
1.5%.
The
Secured Credit Facility requires the Company to maintain certain debt service
coverage ratios during its term. The Company pays an annual fee of
0.25% on the unused portion of the Secured Credit Facility. The
Secured Credit Facility is available to fund acquisitions, capital expenditures,
mortgage repayments, working capital and other general corporate
purposes.
The
Company had outstanding borrowings under the secured credit line of $12.2
million at October 31, 2007, (there were no outstanding borrowings on October
31, 2006.)
On
October 24, 2007, the Company signed a commitment letter with a major commercial
bank to act as administrative agent and sole lead arranger of a $50 million
senior unsecured revolving credit facility (the “Facility”). The
Facility is to be used for working capital, general corporate and other
purposes. The entering into and closing of the facility is subject to
certain terms, conditions and covenants customary for facilities of this
type
including negotiation of a definitive credit agreement with the
bank.
Interest
paid in the years ended October 31, 2007, 2006, and 2005 was approximately
$7.8
million, $8.5 million and $8.5 million, respectively.
(8)
REDEEMABLE PREFERRED
STOCK
The
8.99%
Series B Senior Cumulative Preferred Stock (“Series B Preferred Stock”) and
8.50% Series C Senior Cumulative Preferred Stock (“Series C Preferred Stock”)
have no stated maturity, are not subject to any sinking fund or mandatory
redemption and are not convertible into other securities or property of the
Company. Commencing January 2008 (Series B Preferred Stock) and May
2010 (Series C Preferred Stock), the Company, at its option, may redeem the
preferred stock issues, in whole or in part, at a redemption price of $100
per
share, plus all accrued dividends. Upon a change in control of the
Company (as defined), each holder of Series B Preferred Stock and Series
C
Preferred Stock has the right, at such holder’s option, to require the Company
to repurchase all or any part of such holder’s stock for cash at a repurchase
price of $100 per share, plus all accrued and unpaid dividends.
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’ shares 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 since a change in control is not certain to
occur.
The
Series B Preferred Stock and Series C Preferred Stock contain covenants that
require the Company to maintain certain financial coverages relating to fixed
charge and capitalization ratios. Shares of both Preferred Stock
series are non-voting; however, under certain circumstances (relating to
non-payment of dividends or failure to comply with the financial covenants)
the
preferred stockholders will be entitled to elect two directors. The
Company was in compliance with such covenants at October 31, 2007 and
2006.
The
Company is authorized to issue up to 20,000,000 shares of Preferred
Stock. At October 31, 2007 and 2006, the Company had issued and
outstanding 150,000 shares of Series B Preferred Stock, 400,000 shares of
Series
C Preferred Stock and 2,450,000 shares of Series D Senior Cumulative Preferred
Stock (Series D Preferred Stock) (see Note 9).
51
(9)
STOCKHOLDERS’
EQUITY
The
Series D Preferred stock has no maturity and is not convertible into any
other
security of the Company. The Series D Preferred Stock is redeemable
at the Company’s option on or after April 12, 2010 at a price of $25.00 per
share plus accrued and unpaid dividends. Underwriting commissions and
costs incurred in connection with the sale of the Series D Preferred Stock
are
reflected as a reduction of additional paid in capital.
The
Class
A Common Stock entitles the holder to 1/20 of one vote per share. The
Common Stock entitles the holder to 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
Company has a Dividend Reinvestment and Share Purchase Plan as amended (the
“DRIP”), that permits stockholders to acquire additional shares of
Common Stock and Class A Common Stock by automatically reinvesting
dividends. During fiscal 2007, the Company issued 32,377 shares of
Common Stock and 12,444 shares of Class A Common Stock (30,810 shares of
Common
Stock and 15,431 shares of Class A Common Stock in fiscal 2006) through the
DRIP. As of October 31, 2007, there remained 177,330 shares of common
stock and 481,586 shares of Class A common stock available for issuance under
the DRIP.
The
Company has a stockholder rights agreement that expires on November 12,
2008. The rights are not currently exercisable. When they are
exercisable, the holder will be entitled to purchase from the Company one
one-hundredth of a share of a newly-established Series A Participating Preferred
Stock at a price of $65 per one one-hundredth of a preferred share, subject
to
certain adjustments. The distribution date for the rights will occur 10 days
after a person or group either acquires or obtains the right to acquire 10%
(“Acquiring Person”) or more of the combined voting power of the Company’s
Common Shares, or announces an offer, the consummation of which would result
in
such person or group owning 30% or more of the then outstanding Common Shares.
Thereafter, shareholders other than the Acquiring Person will be entitled
to
purchase original common shares of the Company having a value equal to two
times
the exercise price of the right.
If
the
Company is involved in a merger or other business combination at any time
after
the rights become exercisable, and the Company is not the surviving corporation
or 50% or more of the Company assets are sold or transferred, the rights
agreement provides that the holder other than the Acquiring Person will be
entitled to purchase a number of shares of common stock of the acquiring
company
having a value equal to two times the exercise price of each right.
The
Company’s articles of incorporation provide that if any person acquires more
than 7.5% of the aggregate value of all outstanding stock, except, among
other
reasons, as approved by the Board of Directors, such shares in excess of
this
limit automatically shall be exchanged for an equal number of shares of Excess
Stock. Excess Stock has limited rights, may not be voted and is not
entitled to any dividends.
In
fiscal
2005, the Board of Directors of the Company approved a stock repurchase program
for the repurchase of up to 500,000 shares of Common Stock and Class A common
stock in the aggregate. During fiscal 2007, the Company repurchased
21,200 Class A Common Shares at an aggregate cost of $317,500. As of
October 31, 2007, the Company had repurchased 3,600 shares of Common Stock
and
62,600 shares of Class A Common Stock under the stock repurchase
program.
(10)
STOCK COMPENSATION AND OTHER
BENEFIT PLANS
Restricted
Stock
Plan
The
Company has a restricted stock plan (the “Plan”) for key employees and directors
of the Company. The Plan, as amended, permits the grant of up to
2,000,000 shares of the Company’s common equity consisting of 350,000 Common
shares, 350,000 Class A Common shares and 1,300,000 shares, which at the
discretion of the Company’s compensation committee, may be awarded in any
combination of Class A Common shares or Common shares.
Prior
to
November 1, 2005, the grant date fair value of nonvested restricted stock
awards
was expensed over the explicit stock award vesting periods. Such awards
provided for continued vesting after retirement. Upon adoption of SFAS No.
123R,
the Company changed its policy for recognizing compensation expense for
restricted stock awards to the earlier of the explicit vesting period or
the
date a participant first becomes eligible for retirement. For nonvested
restricted stock awards granted prior to the adoption of SFAS No.123R, the
Company continues to recognize compensation expense over the explicit vesting
periods and accelerates any remaining unrecognized compensation cost when
a
participant actually retires.
52
Had
compensation expense for nonvested restricted stock awards issued prior
to
November 1, 2005 been determined based on the date a participant first
becomes
eligible for retirement, the Company’s income from continuing operations in the
three year period ended October 31, 2007 would have been as follows (amounts
in
thousands, except per share):
Year
Ended October 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Income
from continuing operations, as reported
|
$ |
23,409
|
$ |
15,202
|
$ |
15,959
|
||||||
Adjustment
to compensation expense had SFAS No. 123R been adopted prior
to November
1, 2005
|
428
|
551
|
(732 | ) | ||||||||
Pro
forma income from continuing operations
|
$ |
23,837
|
$ |
15,753
|
$ |
15,227
|
||||||
Pro
forma earnings per share from continuing operations:
|
||||||||||||
Basic:
|
||||||||||||
Common
share
|
$ |
.87
|
$ |
.58
|
$ |
.57
|
||||||
Class
A Common
share
|
$ |
.97
|
$ |
.65
|
$ |
.63
|
||||||
Diluted:
|
||||||||||||
Common
share
|
$ |
.85
|
$ |
.57
|
$ |
.56
|
||||||
Class
A Common
share
|
$ |
.94
|
$ |
.64
|
$ |
.62
|
Consistent
with the provisions of APB No. 25, the Company recorded the fair value of
nonvested restricted stock grants and an offsetting unamortized restricted
stock
compensation amount within stockholders’ equity. Under SFAS
No. 123R, an equity instrument is not considered to be issued until the
instrument vests. Accordingly, the Company reversed $8,221,000 of
unamortized restricted stock compensation and additional paid in capital
included in stockholders’ equity as of November 1, 2005 representing the
nonvested portions of restricted stock grants awarded prior to the effective
date of SFAS No. 123R resulting in no net impact on the balance of total
stockholders’ equity.
In
January 2007, the Company awarded 105,800 shares of Common Stock and 70,300
shares of Class A Common Stock to participants in the Plan. The grant
date fair value of restricted stock grants awarded to participants was $3.2
million. As of October 31, 2007, there remained a total of $10.7
million of unrecognized restricted stock compensation related to outstanding
nonvested restricted stock grants awarded under the Plan at that
date. Restricted stock compensation is expected to be expensed over a
remaining weighted average period of eight years. For the years ended
October 31, 2007, 2006 and 2005, amounts charged to compensation expense
totaled
$2,071,000, $2,007,000 and $1,617,000, respectively.
A
summary
of the status of the Company’s nonvested restricted stock awards as of October
31, 2007, and changes during the year ended October 31, 2007 are presented
below:
Common
Shares
|
Class
A Common
Shares
|
|||||||||||||||
Shares
|
Weighted-Average
Grant Date Fair Value
|
Shares
|
Weighted-Average
Grant Date Fair Value
|
|||||||||||||
Nonvested
at November 1, 2006
|
939,975
|
$
|
13.10
|
465,975
|
$
|
12.46
|
||||||||||
Granted
|
105,800
|
$
|
17.55
|
70,300
|
$ |
19.09
|
||||||||||
Vested
|
(148,375 | ) |
$
|
9.42
|
(81,425 | ) | $ |
8.51
|
||||||||
Forfeited
|
-
|
$
|
-
|
(31,500 | ) | $ |
15.94
|
|||||||||
Nonvested
at October 31, 2007
|
897,400
|
$
|
14.16
|
423,350
|
$ |
13.90
|
Stock
Option Plan
Prior
to
December 2006, the Company had a stock option plan whereby shares of Common
Stock and Class A Common Stock were reserved for issuance to key employees
and
Directors of the Company. In December 2006, the Board of Directors
approved the termination of the stock option plan. There were no
grants of stock options in each of the three years ended October 31,
2007. At October 31, 2007, there were outstanding stock options to
purchase 5,932 shares of Common Stock and 5,906 shares of Class A Common
Stock.
In
connection with the exercise of stock options in a prior year, an officer
of the
Company executed a full recourse promissory note equal to the purchase price
of
the shares. At October 31, 2007 and 2006, the outstanding balance of the
officer’s note receivable totaled $1,300,000. The outstanding note
matures in 2012 and bears interest at 6.78%. The shares are pledged as
additional collateral for the note. Interest is payable
quarterly. The note was fully repaid in December 2007.
53
Profit
Sharing and Savings
Plan
The
Company has a profit sharing and savings plan (the “401K Plan”), which permits
all eligible employees to defer a portion of their compensation in accordance
with the Internal Revenue Code. Under the 401K Plan, the Company may
make discretionary contributions on behalf of eligible employees. For
the years ended October 31, 2007, 2006 and 2005, the Company made contributions
to the 401K Plan of $140,000, $149,000 and $135,000,
respectively. The Company also has an Excess Benefits and Deferred
Compensation Plan that allows eligible employees to defer benefits in excess
of
amounts provided under the Company’s 401K Plan and a portion of the employee’s
current compensation.
(11)
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
ultimately may 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.
At
October 31, 2007, the Company had commitments of approximately $765,000 for
tenant related obligations.
The
Company has an outstanding letter of credit of $144,658 that expired in December
2007.
(12)
QUARTERLY RESULTS OF OPERATIONS
(UNAUDITED)
The
unaudited quarterly results of operations for the years ended October 31,
2007
and 2006 are as follows (in thousands, except per share data):
Year
Ended October 31,
2007
|
Year
Ended October 31, 2006
|
|||||||||||||||||||||||||||||||
Quarter
Ended
|
Quarter
Ended
|
|||||||||||||||||||||||||||||||
Jan
31
|
Apr
30
|
July
31
|
Oct
31
|
Jan
31
|
Apr
30
|
July
31
|
Oct
31
|
|||||||||||||||||||||||||
Revenues
(1)
|
$ |
19,310
|
$ |
25,163
|
$ |
19,138
|
$ |
18,269
|
$ |
18,275
|
$ |
18,290
|
$ |
17,795
|
$ |
17,942
|
||||||||||||||||
Income
from Continuing Operations
|
$ |
7,149
|
$ |
12,624
|
$ |
6,519
|
$ |
6,459
|
$ |
6,353
|
$ |
5,970
|
$ |
5,758
|
$ |
6,463
|
||||||||||||||||
Net
Income
|
$ |
7,149
|
$ |
24,168
|
$ |
6,519
|
$ |
6,552
|
$ |
6,470
|
$ |
6,094
|
$ |
5,882
|
$ |
6,586
|
||||||||||||||||
Preferred
Stock Dividends
|
(2,336 | ) | (2,335 | ) | (2,336 | ) | (2,335 | ) | (2,336 | ) | (2,335 | ) | (2,336 | ) | (2,335 | ) | ||||||||||||||||
Net
Income Applicable to Common and Class A Common Stockholders
(2)
|
$ |
4,813
|
$ |
21,833
|
$ |
4,183
|
$ |
4,217
|
$ |
4,134
|
$ |
3,759
|
$ |
3,546
|
$ |
4,251
|
||||||||||||||||
Per
Share Data:
|
||||||||||||||||||||||||||||||||
Net
Income from Continuing Operations- Basic:
|
||||||||||||||||||||||||||||||||
Class
A Common
Stock
|
$ |
.20
|
$ |
.42
|
$ |
.17
|
$ |
.16
|
$ |
.17
|
$ |
.15
|
$ |
.14
|
$ |
.17
|
||||||||||||||||
Common
Stock
|
$ |
.18
|
$ |
.38
|
$ |
.15
|
$ |
.15
|
$ |
.15
|
$ |
.13
|
$ |
.13
|
$ |
.15
|
||||||||||||||||
Net
Income from Continuing Operations- Diluted:
|
||||||||||||||||||||||||||||||||
Class
A Common
Stock
|
$ |
.19
|
$ |
.41
|
$ |
.17
|
$ |
.16
|
$ |
.16
|
$ |
.15
|
$ |
.14
|
$ |
.16
|
||||||||||||||||
Common
Stock
|
$ |
.17
|
$ |
.37
|
$ |
.15
|
$ |
.14
|
$ |
.15
|
$ |
.13
|
$ |
.12
|
$ |
.15
|
(1)
|
Includes
settlement of lease
guarantee obligation of $6 million in quarter ended April 30,
2007
|
(2)
|
Includes
gains on sales of
properties of $11.4 million in quarter ended April 30,
2007.
|
(13) SUBSEQUENT
EVENTS
On
December 12, 2007, the Board of Directors of the Company declared cash dividends
of $0.2150 for each share of Common Stock and $0.2375 for each share of Class
A
Common Stock. The dividends are payable on January 18, 2008 to
stockholders of record on January 4, 2008. The Board of Directors also ratified
the actions of the Company’s compensation committee authorizing the awards of
170,000 shares of Common Stock and 54,500 shares of Class A Common Stock
to
certain key officers and directors of the Company on January 2, 2008 pursuant
to
the Company’s restricted stock plan. The fair value of the shares
awarded totaling $3.3 million will be charged to expense over the respective
vesting periods.
In
November 2007, the Company acquired a retail property containing approximately
20,000 square feet of GLA for a cash purchase price of $6.3
million.
54
Report
of Independent Registered
Public Accounting Firm
The
Board
of Directors and Stockholders of Urstadt Biddle Properties Inc.
We
have
audited the accompanying consolidated balance sheets of Urstadt Biddle
Properties Inc. (the “Company”) as of October 31, 2007 and 2006 and the related
consolidated statements of income, stockholders' equity, and cash flows for
each
of the two years in the period ended October 31, 2007. Our
audits also included the financial statement schedules listed in the Index
at
Item 15(a). These financial statements and schedules are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Urstadt Biddle
Properties Inc. at October 31, 2007 and 2006, and the consolidated results
of
its operations and its cash flows for each of the two years in the period
ended
October 31, 2007, in conformity with accounting principles generally accepted
in
the United States of America. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects,
the information set forth therein.
We
also
have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company’s internal control over financial
reporting as of October 31, 2007 based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission and our report dated January 10, 2008 expressed
an
unqualified opinion thereon.
New
York, New York
|
/s/
PKF
|
January
10, 2008
|
Certified
Public Accountants
|
A
Professional Corporation
|
55
Report
of Independent Registered
Public Accounting Firm
The
Board
of Directors and Stockholders of Urstadt Biddle Properties Inc.
We
have
audited the accompanying consolidated statements of income, stockholders'
equity, and cash flows of Urstadt Biddle Properties Inc. (the “Company”) for the
year ended October 31, 2005. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated results of Urstadt Biddle Properties
Inc’s
operations and its cash flows for the year ended October 31, 2005, in conformity
with U.S. generally accepted accounting principles.
New
York, New York
|
/s/
Ernst & Young LLP
|
January
12, 2006, except for Note 5,
as
to which the date is January 10, 2008
|
56
OCTOBER
31,
2007
|
|||||||||||||||||
SCHEDULE
III - REAL ESTATE AND
ACCUMULATED DEPRECIATION
|
|||||||||||||||||
(In
thousands)
|
|||||||||||||||||
COL.
A
|
COL.
B
|
COL.
C
|
COL.
D
|
COL.
E
|
COL.
F
|
COL.
G/H
|
COL.
I
|
||||||||||
Life
on
which
depreciation
for
building
and
improvements
in latest
income
statement
is
computed
(Note
(c))
|
|||||||||||||||||
Initial
Cost to
Company
|
Cost
Capitalized
Subsequent
to
Acquisition
|
Amount
at which Carried at
Close of Period
|
|||||||||||||||
Land
|
Building
&
Improvements
|
TOTAL
(a)
|
Accumulated
Depreciation
(Note
(b))
|
|
Date
Constructed/
Acquired
|
||||||||||||
Description
and
Location
|
|
Encumbrances
|
|
Land
|
Building
&
Improvements
|
Land
|
Building
&
Improvements
|
|
|||||||||
Real
Estate Subject to
Operating
Leases
(Note (a)
(e)):
|
|||||||||||||||||
Office
Buildings:
|
|||||||||||||||||
Greenwich,
CT
|
**
|
$ 708
|
$ 1,641
|
$ -
|
$ 45
|
$ 708
|
$ 1,686
|
$ 2,394
|
$ 280
|
2001
|
31.5
|
||||||
Greenwich,
CT
|
**
|
488
|
1,139
|
-
|
36
|
488
|
1,175
|
1,663
|
208
|
2000
|
31.5
|
||||||
Greenwich,
CT
|
**
|
570
|
2,359
|
-
|
207
|
570
|
2,566
|
3,136
|
608
|
1998
|
31.5
|
||||||
Greenwich,
CT
|
**
|
199
|
795
|
-
|
216
|
199
|
1,011
|
1,210
|
322
|
1993
|
31.5
|
||||||
Greenwich,
CT
|
**
|
111
|
444
|
-
|
-
|
111
|
444
|
555
|
137
|
1994
|
31.5
|
||||||
5,299
|
|
2,076
|
6,378
|
|
-
|
504
|
|
2,076
|
6,882
|
8,958
|
1,555
|
||||||
Retail
Properties:
|
|||||||||||||||||
Somers,
NY
|
-
|
4,318
|
17,268
|
-
|
487
|
4,318
|
17,755
|
22,073
|
2,048
|
2003
|
39.0
|
||||||
Stratford,
CT
|
-
|
10,173
|
40,794
|
-
|
7,115
|
10,173
|
47,909
|
58,082
|
2,978
|
2005
|
39.0
|
||||||
Yorktown
Heights, NY
|
7,862
|
5,786
|
23,221
|
-
|
174
|
5,786
|
23,395
|
29,181
|
1,395
|
2005
|
39.0
|
||||||
Westport,
CT
|
-
|
2,076
|
8,305
|
-
|
188
|
2,076
|
8,493
|
10,569
|
1,051
|
2003
|
39.0
|
||||||
White
Plains, NY
|
-
|
8,065
|
32,258
|
-
|
3,173
|
8,065
|
35,431
|
43,496
|
4,494
|
2003
|
39.0
|
||||||
Queens,NY
|
-
|
951
|
3,802
|
-
|
-
|
951
|
3,802
|
4,753
|
153
|
2006
|
39.0
|
||||||
Queens,NY
|
-
|
826
|
3,304
|
-
|
-
|
826
|
3,304
|
4,130
|
131
|
2006
|
39.0
|
||||||
Pelham,NY
|
-
|
1,694
|
6,843
|
-
|
-
|
1,694
|
6,843
|
8,537
|
277
|
2006
|
39.0
|
||||||
Rye,
NY
|
328
|
909
|
3,637
|
-
|
42
|
909
|
3,679
|
4,588
|
324
|
2004
|
39.0
|
||||||
Rye,
NY
|
1,812
|
483
|
1,930
|
-
|
6
|
483
|
1,936
|
2,419
|
173
|
2004
|
39.0
|
||||||
Rye,
NY
|
824
|
239
|
958
|
-
|
-
|
239
|
958
|
1,197
|
85
|
2004
|
39.0
|
||||||
Rye,
NY
|
1,530
|
695
|
2,782
|
-
|
-
|
695
|
2,782
|
3,477
|
248
|
2004
|
39.0
|
||||||
Orange,
CT
|
-
|
2,320
|
10,564
|
-
|
1,077
|
2,320
|
11,641
|
13,961
|
1,354
|
2003
|
39.0
|
||||||
Stamford,
CT
|
52,468
|
17,965
|
71,859
|
-
|
5,463
|
17,965
|
77,322
|
95,287
|
10,528
|
2002
|
39.0
|
||||||
Danbury,
CT
|
-
|
2,459
|
4,566
|
-
|
491
|
2,459
|
5,057
|
7,516
|
778
|
2002
|
39.0
|
||||||
Briarcliff,
NY
|
3,542
|
2,222
|
5,185
|
-
|
39
|
2,222
|
5,224
|
7,446
|
843
|
2001
|
40.0
|
||||||
Somers,
NY
|
5,559
|
1,833
|
7,383
|
-
|
351
|
1,833
|
7,734
|
9,567
|
1,939
|
1999
|
31.5
|
||||||
Briarcliff,
NY
|
-
|
2,300
|
9,708
|
15
|
3,422
|
2,315
|
13,130
|
15,445
|
2,858
|
1998
|
40.0
|
||||||
Ridgefield,
CT
|
-
|
900
|
3,793
|
-
|
561
|
900
|
4,354
|
5,254
|
1,087
|
1998
|
40.0
|
||||||
Darien,
CT
|
12,600
|
4,260
|
17,192
|
-
|
640
|
4,260
|
17,832
|
22,092
|
4,197
|
1998
|
40.0
|
||||||
Eastchester,
NY
|
-
|
1,500
|
6,128
|
-
|
1,443
|
1,500
|
7,571
|
9,071
|
1,685
|
1997
|
31.0
|
||||||
Danbury,
CT
|
*
|
-
|
3,850
|
15,811
|
-
|
4,404
|
3,850
|
20,215
|
24,065
|
6,726
|
1995
|
31.5
|
|||||
Carmel,
NY
|
4,458
|
1,488
|
5,973
|
-
|
1,764
|
1,488
|
7,737
|
9,225
|
2,598
|
1995
|
31.5
|
||||||
Meriden,
CT
|
-
|
5,000
|
20,309
|
-
|
6,552
|
5,000
|
26,861
|
31,861
|
12,596
|
1993
|
31.5
|
||||||
Somers,
NY
|
-
|
821
|
2,600
|
-
|
-
|
821
|
2,600
|
3,421
|
1,018
|
1992
|
31.5
|
||||||
Wayne,
NJ
|
*
|
-
|
2,492
|
9,966
|
-
|
327
|
2,492
|
10,293
|
12,785
|
3,843
|
1992
|
31.0
|
|||||
Emerson
NJ
|
-
|
3,633
|
14,531
|
-
|
-
|
3,633
|
14,531
|
18,164
|
186
|
2007
|
39.0
|
||||||
Briarcliff,
NY
|
-
|
380
|
1,531
|
-
|
2,348
|
380
|
3,879
|
4,259
|
1,753
|
1999
|
40.0
|
||||||
Monroe,
CT
|
-
|
765
|
3,060
|
-
|
-
|
765
|
3,060
|
3,825
|
65
|
2007
|
39.0
|
||||||
Newington,
NH
|
-
|
728
|
1,997
|
-
|
3,375
|
728
|
5,372
|
6,100
|
3,716
|
1979
|
40.0
|
||||||
Springfield,
MA
|
-
|
|
1,372
|
3,656
|
|
337
|
15,306
|
|
1,709
|
18,962
|
20,671
|
12,216
|
1970
|
40.0
|
|||
90,983
|
|
92,503
|
360,914
|
|
352
|
58,748
|
|
92,855
|
419,662
|
512,517
|
83,343
|
||||||
Industrial
Distribution
Centers
|
|||||||||||||||||
Dallas,
TX
|
-
|
218
|
-
|
-
|
-
|
218
|
-
|
218
|
-
|
1970
|
40.0
|
||||||
St.
Louis, MO
|
-
|
|
233
|
933
|
|
-
|
-
|
|
233
|
933
|
1,166
|
657
|
1970
|
40.0
|
|||
-
|
|
451
|
933
|
|
-
|
-
|
|
451
|
933
|
1,384
|
657
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total
|
$ 96,282
|
|
$ 95,030
|
$ 368,225
|
|
$ 352
|
$ 59,252
|
|
$ 95,382
|
$ 427,477
|
$ 522,859
|
$ 85,555
|
|||||
*
Properties secure a $30 million secured revolving credit line.
At October
31, 2007 there were outstanding borrowings of $12.2 million.
|
|||||||||||||||||
**Properties
are cross collateralized for a mortgage in the amount of $5,299
at October
31, 2007.
|
|||||||||||||||||
57
URSTADT
BIDDLE PROPERTIES
INC.
OCTOBER
31, 2007
SCHEDULE
III - REAL ESTATE AND
ACCUMULATED DEPRECIATION - CONTINUED
(In
thousands)
Year
Ended October 31
|
||||||||||||
NOTES:
|
2007
|
2006
|
2005
|
|||||||||
(a)
RECONCILIATION OF REAL
ESTATE -
OWNED
SUBJECT TO OPERATING
LEASES
|
||||||||||||
Balance
at beginning of year
|
$ |
495,543
|
$ |
474,827
|
$ |
402,558
|
||||||
Property
improvements during the year
|
12,219
|
3,915
|
6,810
|
|||||||||
Properties
acquired during the year
|
21,314
|
17,398
|
80,301
|
|||||||||
Properties
sold during the year
|
(4,156 | ) |
---
|
(14,238 | ) | |||||||
Property
assets fully written off
|
(2,061 | ) | (597 | ) | (604 | ) | ||||||
Balance
at end of year
|
$ |
522,859
|
$ |
495,543
|
$ |
474,827
|
||||||
(b)
RECONCILIATION OF ACCUMULATED
DEPRECIATION
|
||||||||||||
Balance
at beginning of year
|
$ |
77,258
|
$ |
65,253
|
$ |
61,389
|
||||||
Provision
during the year charged to income
|
12,838
|
12,602
|
11,735
|
|||||||||
Property
sold during the year
|
(2,480 | ) |
---
|
(7,267 | ) | |||||||
Property
assets fully written off
|
(2,061 | ) | (597 | ) | (604 | ) | ||||||
Balance
at end of year
|
$ |
85,555
|
$ |
77,258
|
$ |
65,253
|
||||||
(c)
Tenant improvement costs are depreciated over the life of the related
leases, which range from 5 to 20 years.
|
||||||||||||
(d)
The depreciation provision represents the expense calculated on
real
property only.
|
||||||||||||
(e) The aggregate cost for Federal Income Tax purposes for real estate subject to operating leases was approximately $410 million at October 31, 2007. |
58
59
URSTADT
BIDDLE PROPERTIES
INC.
|
||||||
OCTOBER
31,
2007
|
||||||
SCHEDULE
IV - MORTGAGE LOANS ON
REAL ESTATE
|
||||||
(In
thousands)
|
||||||
COL.
A
|
COL.
B
|
COL.
C
|
COL.
D
|
COL.
E
|
COL.
F
|
|
Remaining
Face
Amount
of
Mortgages
(Note (b))
(In
Thousands)
|
||||||
Interest
Rate
|
Final
Maturity
Date
|
Carrying
Amount of Mortgage (Note (a))
(In
Thousands)
|
||||
Description
|
Coupon
|
Effective
|
Periodic
Payment Terms
|
|||
FIRST
MORTGAGE LOANS ON
BUSINESS PROPERTIES (Notes (c) and (d)):
|
||||||
Retail
Store:
|
||||||
Riverside,
CA
|
9%
|
12%
|
15-Jan-13
|
Payable
in quarterly installments of Principal and Interest
of $54
|
1,446
|
1,305
|
TOTAL
MORTGAGE LOANS ON REAL
ESTATE
|
$1,446
|
$1,305
|
URSTADT
BIDDLE PROPERTIES
INC.
|
|||
OCTOBER
31,
2007
|
|||
SCHEDULE
IV - MORTGAGE LOANS ON
REAL ESTATE (Continued)
|
|||
(In
thousands)
|
|||
NOTES
TO SCHEDULE IV
|
Year
Ended October
31
|
||
(a)
Reconciliation of Mortgage
Loans on Real Estate
|
|||
2007
|
2006
|
2005
|
|
Balance
at beginning of
period:
|
$ 1,361
|
$ 2,024
|
$ 2,109
|
Deductions
during the current period:
|
|||
Collections
of principal and amortization of discounts
|
(56)
|
(663)
|
(85)
|
Balance
at end of
period:
|
$ 1,305
|
$ 1,361
|
$ 2,024
|
(b) The
aggregate cost basis for Federal income tax purposes is equal to
the face
amount of the mortgages
|
|||
(c) At
October 31, 2007 no mortgage loans were delinquent in payment of
currently
due principal or interest.
|
|||
(d) There
are no prior liens for any of the Mortgage Loans on Real
Estate.
|
60
Item
16. Signatures
Pursuant
to the requirements of Section 13 or 15(d) 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. Urstadt
|
|
Charles
J. Urstadt
|
|
Chairman
and Chief Executive Officer
|
|
/s/
James R. Moore
|
|
James
R. Moore
|
|
Executive
Vice President and Chief Financial Officer
|
|
(Principal
Financial Officer
|
|
Dated:
January 10, 2008
|
and
Principal Accounting Officer)
|
61
Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of the Registrant and in the capacities and on the date
indicated have signed this Report below.
/s/
Charles J.
Urstadt
Charles
J. Urstadt
Chairman
and Director
(Principal
Executive Officer)
|
January
10, 2008
|
/s/
Willing L.
Biddle
Willing
L. Biddle
President
and Director
|
January
10, 2008
|
/s/
James R.
Moore
James
R. Moore
Executive
Vice President & Chief Financial Officer
(Principal
Financial Officer
and
Principal Accounting Officer)
|
January
10, 2008
|
/s/
E. Virgil
Conway
E.
Virgil Conway
Director
|
January
10, 2008
|
/s/
Robert R.
Douglass
Robert
R. Douglass
Director
|
January
10, 2008
|
/s/
Peter
Herrick
Peter
Herrick
Director
|
January
10, 2008
|
/s/
George H.C.
Lawrence
George
H. C. Lawrence
Director
|
January
10, 2008
|
/s/
Robert J.
Mueller
Robert
J. Mueller
Director
|
January
10, 2008
|
/s/
Charles D.
Urstadt
Charles
D. Urstadt
Director
|
January
10, 2008
|
/s/
George J.
Vojta
George
J. Vojta
Director
|
January
10, 2008
|