form10q3rdqtr2008.htm
United
States
Securities
And Exchange Commission
Washington,
DC 20549
Form
10-Q
[Missing
Graphic Reference] QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
quarterly period ended July 31, 2008
OR
□ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
transition period from _____to_____
Commission
File Number 1-12803
Urstadt Biddle Properties
Inc.
(Exact
Name of Registrant in its Charter)
Maryland
|
04-2458042
|
(State
or other jurisdiction of 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
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes
x No o
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act (Check one):
Large
accelerated filer o
|
Accelerated
filer x
|
Non-accelerated
filer o
|
Smaller
reporting company o
|
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
As of
September 5, 2008, the number of shares of the Registrant's classes of Common
Stock and Class A Common Stock was:
7,979,610
Common Shares, par value $.01 per share and 18,328,711 Class A Common Shares,
par value $.01 per share
Index
|
|
|
Urstadt
Biddle Properties Inc.
|
|
|
|
Part
I. Financial Information
|
|
Item
1.
|
Financial
Statements (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
2.
|
|
|
|
Item
3.
|
|
|
|
Item
4.
|
|
|
|
|
|
Part
II. Other Information
|
|
|
Item
1.
|
Legal
Proceedings
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
|
|
Item
6.
|
Exhibits
|
|
|
Signatures
|
URSTADT BIDDLE PROPERTIES
INC.
(In
thousands, except share data)
|
|
July
31,
|
|
|
October
31,
|
|
ASSETS
|
|
2008
|
|
|
2007
|
|
|
|
(Unaudited)
|
|
|
|
|
Real
Estate Investments:
|
|
|
|
|
|
|
Core properties – at
cost
|
|
$ |
556,006 |
|
|
$ |
521,476 |
|
Non-core properties – at
cost
|
|
|
1,383 |
|
|
|
1,383 |
|
|
|
|
557,389 |
|
|
|
522,859 |
|
Less: Accumulated
depreciation
|
|
|
(90,812 |
) |
|
|
(85,555 |
) |
|
|
|
466,577 |
|
|
|
437,304 |
|
Mortgage note
receivable
|
|
|
1,258 |
|
|
|
1,305 |
|
|
|
|
467,835 |
|
|
|
438,609 |
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
8,769 |
|
|
|
4,218 |
|
Restricted
cash
|
|
|
592 |
|
|
|
589 |
|
Marketable
securities
|
|
|
1,437 |
|
|
|
1,740 |
|
Tenant
receivables
|
|
|
18,134 |
|
|
|
16,588 |
|
Prepaid
expenses and other assets
|
|
|
7,960 |
|
|
|
5,445 |
|
Deferred
charges, net of accumulated amortization
|
|
|
4,658 |
|
|
|
4,581 |
|
Total Assets
|
|
$ |
509,385 |
|
|
$ |
471,770 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Secured revolving credit
line
|
|
$ |
- |
|
|
$ |
12,200 |
|
Mortgage notes
payable
|
|
|
106,876 |
|
|
|
96,282 |
|
Accounts payable and accrued
expenses
|
|
|
2,164 |
|
|
|
3,970 |
|
Deferred compensation –
officers
|
|
|
1,120 |
|
|
|
1,191 |
|
Other
liabilities
|
|
|
9,227 |
|
|
|
7,438 |
|
Total
Liabilities
|
|
|
119,387 |
|
|
|
121,081 |
|
|
|
|
|
|
|
|
|
|
Minority
interests
|
|
|
9,370 |
|
|
|
3,739 |
|
|
|
|
|
|
|
|
|
|
Redeemable
Preferred Stock, par value $.01 per share; issued and outstanding
2,800,000 and 550,000 shares
|
|
|
96,203 |
|
|
|
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;
|
|
|
|
|
|
|
|
|
7,979,610 and 7,773,618 shares
issued and outstanding
|
|
|
80 |
|
|
|
77 |
|
Class A Common Stock, par value
$.01 per share; 40,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
18,328,711 and 18,836,778
shares issued and outstanding
|
|
|
183 |
|
|
|
188 |
|
Additional paid in
capital
|
|
|
259,110 |
|
|
|
264,585 |
|
Cumulative distributions in
excess of net income
|
|
|
(36,376 |
) |
|
|
(31,077 |
) |
Accumulated other comprehensive
income
|
|
|
178 |
|
|
|
480 |
|
Officer note
receivable
|
|
|
- |
|
|
|
(1,300 |
) |
Total Stockholders’
Equity
|
|
|
284,425 |
|
|
|
294,203 |
|
Total Liabilities and
Stockholders’ Equity
|
|
$ |
509,385 |
|
|
$ |
471,770 |
|
The accompanying notes to
consolidated financial statements are an integral part of these
statements.
URSTADT
BIDDLE PROPERTIES INC.
(In
thousands, except per share data)
|
|
Nine Months Ended
|
|
|
Three Months Ended
|
|
|
|
July 31,
|
|
|
July 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Base rents
|
|
$ |
45,527 |
|
|
$ |
42,933 |
|
|
$ |
15,589 |
|
|
$ |
14,468 |
|
Recoveries from
tenants
|
|
|
14,173 |
|
|
|
13,393 |
|
|
|
4,481 |
|
|
|
4,471 |
|
Settlement of lease guaranty
obligation
|
|
|
- |
|
|
|
6,000 |
|
|
|
- |
|
|
|
- |
|
Lease termination
income
|
|
|
58 |
|
|
|
115 |
|
|
|
- |
|
|
|
- |
|
Mortgage interest and
other
|
|
|
472 |
|
|
|
750 |
|
|
|
165 |
|
|
|
107 |
|
|
|
|
60,230 |
|
|
|
63,191 |
|
|
|
20,235 |
|
|
|
19,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
operating
|
|
|
9,330 |
|
|
|
9,195 |
|
|
|
2,779 |
|
|
|
3,106 |
|
Property taxes
|
|
|
8,707 |
|
|
|
8,130 |
|
|
|
3,035 |
|
|
|
2,790 |
|
Depreciation and
amortization
|
|
|
10,684 |
|
|
|
10,001 |
|
|
|
3,668 |
|
|
|
3,370 |
|
General and
administrative
|
|
|
4,375 |
|
|
|
3,843 |
|
|
|
1,491 |
|
|
|
1,365 |
|
Directors' fees and
expenses
|
|
|
191 |
|
|
|
181 |
|
|
|
53 |
|
|
|
55 |
|
|
|
|
33,287 |
|
|
|
31,350 |
|
|
|
11,026 |
|
|
|
10,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Income
|
|
|
26,943 |
|
|
|
31,841 |
|
|
|
9,209 |
|
|
|
8,360 |
|
Interest
expense
|
|
|
(5,162 |
) |
|
|
(5,910 |
) |
|
|
(1,695 |
) |
|
|
(1,949 |
) |
Interest, dividends and other
investment income
|
|
|
276 |
|
|
|
397 |
|
|
|
87 |
|
|
|
164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before Minority
Interest and Discontinued Operations
|
|
|
22,057 |
|
|
|
26,328 |
|
|
|
7,601 |
|
|
|
6,575 |
|
Minority interest in joint
venture
|
|
|
(27 |
) |
|
|
(152 |
) |
|
|
(9 |
) |
|
|
(56 |
) |
Income
from Continuing Operations before Discontinued Operations
|
|
|
22,030 |
|
|
|
26,176 |
|
|
|
7,592 |
|
|
|
6,519 |
|
Discontinued
Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued
operations
|
|
|
- |
|
|
|
252 |
|
|
|
- |
|
|
|
- |
|
Gain on sale of
property
|
|
|
- |
|
|
|
11,385 |
|
|
|
- |
|
|
|
- |
|
Income
from Discontinued Operations
|
|
|
- |
|
|
|
11,637 |
|
|
|
- |
|
|
|
- |
|
Net
Income
|
|
|
22,030 |
|
|
|
37,813 |
|
|
|
7,592 |
|
|
|
6,519 |
|
Preferred stock
dividends
|
|
|
(8,445 |
) |
|
|
(7,007 |
) |
|
|
(3,274 |
) |
|
|
(2,336 |
) |
Redemption of Preferred
Stock
|
|
|
(660 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income Applicable to Common and Class A Common
Stockholders
|
|
$ |
12,925 |
|
|
$ |
30,806 |
|
|
$ |
4,318 |
|
|
$ |
4,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations
|
|
$ |
0.48 |
|
|
$ |
0.70 |
|
|
$ |
0.16 |
|
|
$ |
0.15 |
|
Income from discontinued
operations
|
|
$ |
- |
|
|
$ |
0.43 |
|
|
$ |
- |
|
|
$ |
- |
|
Net Income Applicable to
Common Stockholders
|
|
$ |
0.48 |
|
|
$ |
1.13 |
|
|
$ |
0.16 |
|
|
$ |
0.15 |
|
Per
Class A Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations
|
|
$ |
0.52 |
|
|
$ |
0.78 |
|
|
$ |
0.18 |
|
|
$ |
0.17 |
|
Income from discontinued
operations
|
|
$ |
- |
|
|
$ |
0.47 |
|
|
$ |
- |
|
|
$ |
- |
|
Net Income Applicable to Class
A Common Stockholders
|
|
$ |
0.52 |
|
|
$ |
1.25 |
|
|
$ |
0.18 |
|
|
$ |
0.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations
|
|
$ |
0.47 |
|
|
$ |
0.69 |
|
|
$ |
0.16 |
|
|
$ |
0.15 |
|
Income from discontinued
operations
|
|
$ |
- |
|
|
$ |
0.42 |
|
|
$ |
- |
|
|
$ |
- |
|
Net Income Applicable to Common
Stockholders
|
|
$ |
0.47 |
|
|
$ |
1.11 |
|
|
$ |
0.16 |
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per
Class A Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing
operations
|
|
$ |
0.51 |
|
|
$ |
0.76 |
|
|
$ |
0.17 |
|
|
$ |
0.17 |
|
Income from discontinued
operations
|
|
$ |
- |
|
|
$ |
0.46 |
|
|
$ |
- |
|
|
$ |
- |
|
Net Income Applicable to Class
A Common Stockholders
|
|
$ |
0.51 |
|
|
$ |
1.22 |
|
|
$ |
0.17 |
|
|
$ |
0.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
$ |
0.6450 |
|
|
$ |
0.6225 |
|
|
$ |
0.2150 |
|
|
$ |
0.2075 |
|
Class A Common
|
|
$ |
0.7125 |
|
|
$ |
0.6900 |
|
|
$ |
0.2375 |
|
|
$ |
0.2300 |
|
The
accompanying notes to consolidated financial statements are an integral part of
these statements.
URSTADT
BIDDLE PROPERTIES INC.
(In
thousands)
|
|
Nine Months Ended
|
|
|
|
July 31,
|
|
|
|
2008
|
|
|
2007
|
|
Cash
Flows from Operating Activities:
|
|
|
|
|
|
|
Net
income
|
|
$ |
22,030 |
|
|
$ |
37,813 |
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
from continuing operations
|
|
|
10,684 |
|
|
|
10,001 |
|
Depreciation and amortization
from discontinued operations
|
|
|
- |
|
|
|
42 |
|
Straight-line rent
adjustments
|
|
|
(453 |
) |
|
|
(797 |
) |
Gain on sale of
property
|
|
|
- |
|
|
|
(11,385 |
) |
Change in value of deferred
compensation arrangement
|
|
|
(70 |
) |
|
|
(64 |
) |
Restricted stock compensation
expense
|
|
|
1,295 |
|
|
|
1,577 |
|
Minority
interest
|
|
|
27 |
|
|
|
152 |
|
Changes in operating assets
and liabilities:
|
|
|
|
|
|
|
|
|
Tenant
receivables
|
|
|
(1,093 |
) |
|
|
1,610 |
|
Accounts payable and accrued
expenses
|
|
|
1,373 |
|
|
|
(331 |
) |
Other assets and other
liabilities, net
|
|
|
72 |
|
|
|
(1,562 |
) |
Restricted
cash
|
|
|
(3 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
Net Cash Flow Provided by
Operating Activities
|
|
|
33,862 |
|
|
|
37,055 |
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Acquisitions of real estate
investments
|
|
|
(16,953 |
) |
|
|
(21,311 |
) |
Deposits on real estate
investments
|
|
|
(1,250 |
) |
|
|
- |
|
Net proceeds from sale of
property
|
|
|
- |
|
|
|
13,200 |
|
Improvements to properties and
deferred charges
|
|
|
(8,431 |
) |
|
|
(3,939 |
) |
Payments received on mortgage
notes receivable
|
|
|
47 |
|
|
|
41 |
|
Distributions to limited
partner of joint venture
|
|
|
(27 |
) |
|
|
(152 |
) |
Redemption (Purchases) of
marketable securities – net
|
|
|
- |
|
|
|
133 |
|
|
|
|
|
|
|
|
|
|
Net
Cash Flow (Used in) Investing Activities
|
|
|
(26,614 |
) |
|
|
(12,028 |
) |
|
|
|
|
|
|
|
|
|
Cash
Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Net proceeds from issuance of
Series E Preferred Stock
|
|
|
57,972 |
|
|
|
- |
|
Redemption of Series B
Preferred Stock
|
|
|
(15,000 |
) |
|
|
- |
|
Proceeds from revolving credit
line borrowings
|
|
|
13,000 |
|
|
|
5,000 |
|
Repayments of revolving credit
line borrowings
|
|
|
(25,200 |
) |
|
|
(2,000 |
) |
Dividends paid - Common and
Class A Common Stock
|
|
|
(18,224 |
) |
|
|
(17,801 |
) |
Dividends paid - Preferred
Stock
|
|
|
(8,445 |
) |
|
|
(7,007 |
) |
Repurchase of shares of Class A
Common Stock
|
|
|
(7,504 |
) |
|
|
(45 |
) |
Sales of additional shares of
Common and Class A Common Stock
|
|
|
732 |
|
|
|
599 |
|
Repayment of officer note
receivable
|
|
|
1,300 |
|
|
|
- |
|
Principal repayments of
mortgage notes payable
|
|
|
(1,328 |
) |
|
|
(3,449 |
) |
|
|
|
|
|
|
|
|
|
Net Cash Flow (Used in)
Financing Activities
|
|
|
(2,697 |
) |
|
|
(24,703 |
) |
|
|
|
|
|
|
|
|
|
Net
Increase In Cash and Cash Equivalents
|
|
|
4,551 |
|
|
|
324 |
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents at Beginning of Period
|
|
|
4,218 |
|
|
|
2,800 |
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents at End of Period
|
|
$ |
8,769 |
|
|
$ |
3,124 |
|
|
|
|
|
|
|
|
|
|
Supplemental
Cash Flow Disclosures:
|
|
|
|
|
|
|
|
|
Interest
Paid
|
|
$ |
5,168 |
|
|
$ |
5,889 |
|
The
accompanying notes to consolidated financial statements are an integral part of
these statements.
URSTADT
BIDDLE PROPERTIES INC.
(In
thousands, except shares and per share data)
|
|
7.5%
Series D
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Officer
|
|
|
Total
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Class A Common Stock
|
|
|
Paid
In
|
|
|
In
Excess of
|
|
|
Comprehensive
|
|
|
Note
|
|
|
Stockholders’
|
|
|
|
Issued
|
|
|
Amount
|
|
|
Issued
|
|
|
Amount
|
|
|
Issued
|
|
|
Amount
|
|
|
Capital
|
|
|
Net
Income
|
|
|
Income
|
|
|
Receivable
|
|
|
Equity
|
|
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 |
|
Comprehensive
Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income applicable to Common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Class A common
stockholders
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
12,925 |
|
|
|
- |
|
|
|
- |
|
|
|
12,925 |
|
Change
in unrealized gains in marketable securities
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(302 |
) |
|
|
- |
|
|
|
(302 |
) |
Total
comprehensive income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
12,623 |
|
Cash
dividends paid :
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Common stock ($.6450 per
share)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(5,132 |
) |
|
|
- |
|
|
|
- |
|
|
|
(5,132 |
) |
Class A common stock ($.7125 per
share)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(13,092 |
) |
|
|
- |
|
|
|
- |
|
|
|
(13,092 |
) |
Issuance
of shares under dividend reinvestment plan
|
|
|
- |
|
|
|
- |
|
|
|
33,126 |
|
|
|
1 |
|
|
|
11,180 |
|
|
|
- |
|
|
|
695 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
696 |
|
Forfeiture
of restricted stock
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(70,000 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Shares
issued under restricted stock plan
|
|
|
- |
|
|
|
- |
|
|
|
170,900 |
|
|
|
2 |
|
|
|
59,900 |
|
|
|
1 |
|
|
|
(3 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Stock
options exercised
|
|
|
- |
|
|
|
- |
|
|
|
1,966 |
|
|
|
- |
|
|
|
1,953 |
|
|
|
- |
|
|
|
36 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
36 |
|
Restricted
stock compensation
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,295 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,295 |
|
Repurchase
of Class A common Stock
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(511,100 |
) |
|
|
(6 |
) |
|
|
(7,498 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(7,504 |
) |
Repayment
of officer note receivable
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,300 |
|
|
|
1,300 |
|
Balances
– July 31, 2008
|
|
|
2,450,000 |
|
|
$ |
61,250 |
|
|
|
7,979,610 |
|
|
$ |
80 |
|
|
|
18,328,711 |
|
|
$ |
183 |
|
|
$ |
259,110 |
|
|
$ |
(36,376 |
) |
|
$ |
178 |
|
|
$ |
- |
|
|
$ |
284,425 |
|
The
accompanying notes to consolidated financial statements are an integral part of
these statements.
(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. Non-core properties include two
distribution service facilities. The Company's major tenants include
supermarket chains and other retailers who sell basic necessities. At
July 31, 2008, the Company owned or had interests in 43 properties containing a
total of 3.8 million square feet of Gross Leasable Area (“GLA”).
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 have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been omitted. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Results of
operations for the nine month period ended July 31, 2008 are not necessarily
indicative of the results that may be expected for the year ending October 31,
2008. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company’s annual report on Form 10-K for the fiscal year ended October 31,
2007.
The
preparation of financial statements 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 relate to the valuation of real estate, depreciable lives, revenue
recognition and the collectibility of tenant and mortgage notes
receivables. Actual results could differ from these
estimates. The balance sheet at October 31, 2007 has been derived
from audited financial statements at that date.
Reclassifications
Certain
prior period amounts have been reclassified to conform to the current year
presentation.
Federal
Income Taxes
The
Company has elected to be treated as a real estate investment trust 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 intends
to distribute all of its taxable income for fiscal 2008 in accordance with the
provisions of the Code. Accordingly, no provision has been made for
Federal income taxes in the accompanying consolidated 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. The Company adopted FIN No. 48 as
of November 1, 2007. Based on its evaluation, the Company determined
that it has no uncertain tax positions and no unrecognized tax benefits as of
the adoption date or as of July 31, 2008. As such, the adoption
of FIN 48 did not have any effect on the Company’s financial condition or
results of operations. The Company records interest and penalties
relating to unrecognized tax benefits, if any, as interest
expense. As of July 31, 2008, the tax years 2004 through and
including 2007 remain open to examination by the Internal Revenue
Service. There are currently no federal tax examinations in
progress.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit
risk consist primarily of cash and cash equivalents, mortgage notes receivable
and tenant receivables. The Company places its cash and cash
equivalents in excess of insured amounts with high quality financial
institutions. The Company performs ongoing credit evaluations of its
tenants and may require certain tenants to provide security deposits or letters
of credit. Though these security deposits and letters of credit 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. The Company has no dependency upon any single
tenant.
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. There were no
significant sales of marketable securities during the nine month periods ended
July 31, 2008 and 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 July 31, 2008, other comprehensive income consisted of
net unrealized gains on marketable securities of approximately
$178,000. Unrealized gains included in other comprehensive income
will be reclassified into earnings as gains are realized.
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 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.
The
following table sets forth the reconciliation between basic and diluted EPS (in
thousands):
|
|
Nine
Months Ended
|
|
|
Three
Months Ended
|
|
|
|
July 31,
|
|
|
July 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income applicable to common stockholders – basic
|
|
$ |
3,319 |
|
|
$ |
7,731 |
|
|
$ |
1,117 |
|
|
$ |
1,051 |
|
Effect
of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock awards and operating
partnership units
|
|
|
99 |
|
|
|
348 |
|
|
|
41 |
|
|
|
58 |
|
Net
income applicable to common stockholders – diluted
|
|
$ |
3,418 |
|
|
$ |
8,079 |
|
|
$ |
1,158 |
|
|
$ |
1,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
for basic EPS weighted average common shares
|
|
|
6,986 |
|
|
|
6,841 |
|
|
|
6,996 |
|
|
|
6,849 |
|
Effect
of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
stock and other awards
|
|
|
352 |
|
|
|
446 |
|
|
|
424 |
|
|
|
452 |
|
Operating
partnership units
|
|
|
- |
|
|
|
55 |
|
|
|
- |
|
|
|
55 |
|
Denominator
for diluted EPS – weighted average common equivalent
shares
|
|
|
7,338 |
|
|
|
7,342 |
|
|
|
7,420 |
|
|
|
7,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income applicable to Class A common stockholders-basic
|
|
$ |
9,606 |
|
|
$ |
23,075 |
|
|
$ |
3,201 |
|
|
$ |
3,132 |
|
Effect
of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock awards and operating
partnership units
|
|
|
(99 |
) |
|
|
(197 |
) |
|
|
(41 |
) |
|
|
(2 |
) |
Net
income applicable to Class A common stockholders – diluted
|
|
$ |
9,507 |
|
|
$ |
22,878 |
|
|
$ |
3,160 |
|
|
$ |
3,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
for basic EPS – weighted average Class A common shares
|
|
|
18,296 |
|
|
|
18,423 |
|
|
|
18,143 |
|
|
|
18,412 |
|
Effect
of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock and other
awards
|
|
|
179 |
|
|
|
278 |
|
|
|
188 |
|
|
|
261 |
|
Operating partnership
units
|
|
|
- |
|
|
|
55 |
|
|
|
- |
|
|
|
55 |
|
Denominator
for diluted EPS – weighted average Class A common equivalent
shares
|
|
|
18,475 |
|
|
|
18,756 |
|
|
|
18,331 |
|
|
|
18,728 |
|
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.
Stock-Based
Compensation
The
Company accounts for its stock-based compensation plans under FASB Statement No.
123R, “Share-Based Payment” (“SFAS No. 123R”), which requires that compensation
expense be recognized 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.
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
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 payment transactions under SFAS No. 123 and
is effective for financial statements issued for fiscal years beginning after
November 15, 2007. In February 2008, the FASB issued FASB Staff
Position No. FAS 157-2, “Effective Date of FASB Statement No. 157”,
which deferred the effective date of SFAS 157 for all nonrecurring fair value
measurements of non-financial assets and non-financial liabilities until fiscal
years beginning after November 15, 2008. The Company does not
believe SFAS No. 157 will have a material effect on its financial statements
once adopted.
(2) CORE
PROPERTIES
In
December 2007, the Company acquired a 20,000 square foot retail property located
in Waldwick, New Jersey for $6.3 million including closing costs. The
property is net-leased to a single tenant under a long term lease
arrangement.
In
February 2008, the Company acquired two retail properties, containing
approximately 5,500 square feet of GLA in Westchester County, New York for a
cash purchase price of $2.3 million including closing costs.
In April
2008, the Company through a subsidiary, which is the sole general partner,
acquired a 60% interest in UB Ironbound, LP, (“Ironbound”), a newly formed
limited partnership that acquired by contribution a 101,000 square foot shopping
center in Newark, New Jersey, valued at $26.3 million, including
transaction costs of approximately $297,000 and the assumption of an existing
first mortgage loan on the property at its estimated fair value of $11.9 million
at a fixed interest rate of 6.15%. The Company’s net investment
in Ironbound amounted to $8.6 million. The partnership agreement
provides for the partners to receive an annual cash preference from
available cash of the partnership. Any unpaid preferences accumulate
and are paid from future available cash, if any. The general
partner’s cash preferences are paid after the limited partner's preferences
are satisfied. The balance of available cash, if any, is
distributed in accordance with the respective partners'
interests. Upon liquidation, proceeds from the sale of partnership
assets are to be distributed in accordance with the respective partners'
interests. The limited partner is not obligated to make any
additional capital contributions to the partnership. Ironbound has a
defined termination date of December 31, 2099. The Company
has retained an affiliate of the limited partner to provide management
and leasing services for the property through October 2016 for an
annual fee equal to two percent of rental income collected.
The
assumption of the $11.9 million first mortgage loan represents a non-cash
financing activity and is therefore not included in the accompanying 2008
consolidated statement of cash flows. The limited partner interests
in Ironbound are reflected in the accompanying consolidated 2008 balance sheet
as Minority Interests in the amount of $5.6 million, which approximates the fair
market value of the limited partner interest in Ironbound at July 31,
2008.
In May
2008, the Company paid a $750,000 deposit on a contract to purchase a yet to be
determined equity interest in a joint venture which owns a 237,000 square foot
shopping center in Westchester County, New York.
In May
2008, the Company entered into a contract to purchase a 78,000 square foot
shopping center in Litchfield County, CT for a purchase price of $10.4 million,
subject to the assumption of a first mortgage payable on the property, in the
amount of $3.6 million. In connection with the contract the Company paid a
deposit in the amount of $500,000. The Company completed the purchase
of the property in August of 2008.
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
Company has completed its evaluation of the leases at the Waldwick, New Jersey
property and the two Westchester, New York properties and, as a result of its
evaluation, determined that no allocation was required to adjust the net fair
value assigned to any leases acquired. The Company is currently in
the process of analyzing the fair value of in-place leases for the Newark, New
Jersey Property. Consequently, no value has yet been assigned to the
leases. Accordingly, the purchase price allocation is preliminary and
may be subject to change.
For the
nine months ended July 31, 2008 and 2007 the net amortization of above-market
and below-market leases was approximately $52,000 and $150,000 respectively,
which amounts are included in base rents in the accompanying consolidated
statements of income.
The
Company is the general partner in another consolidated limited partnership which
owns a shopping center. The limited partnership has a defined
termination date of December 31, 2097. Upon liquidation of the
partnership, proceeds from the sale of partnership assets are to be distributed
in accordance with the respective partnership interests. If
termination of the partnership occurred on July 31, 2008 the amount payable to
the limited partners is estimated to be $4,400,000. The limited
partner interests are reflected in the accompanying consolidated financial
statements as Minority Interests.
(3) MORTGAGE
NOTES PAYABLE AND BANK LINES OF CREDIT
The
Company has a $50 million Unsecured Revolving Credit Agreement (the “Facility”)
with The Bank of New York Mellon and Wells Fargo Bank N.A. The
facility gives the Company the option, under certain conditions, to
increase the Facility’s borrowing capacity up to $100 million. The
maturity date of the Facility is February 11, 2011 with two one year extensions
at the Company’s option. Borrowings under the Facility can be used
for, among other things, acquisitions, working capital, capital expenditures,
repayment of other indebtedness and the issuance of letters of credit (up to $10
million). Borrowings will bear interest at the Company’s option of
Eurodollar plus 0.85% or The Bank of New York Mellon’s prime lending rate plus
0.50%. The Company will pay an annual fee on the unused commitment
amount of up to 0.175% based on outstanding borrowings during the
year. The Facility contains certain representations, financial and
other covenants typical for this type of facility. The Company’s
ability to borrow under the Facility is subject to its compliance with the
covenants and other restrictions on an ongoing basis. The principal
financial covenants limit the Company’s level of secured and unsecured
indebtedness and additionally require the Company to maintain certain debt
coverage ratios.
In April
2008, borrowings under the Facility were used to refinance an existing mortgage
note payable, which was secured by the Company’s Staples property in the amount
of $7.9 million. In conjunction with that transaction, the mortgage
was assigned to the lender of the Facility and as a result the $7.9 million
outstanding balance on the Facility is shown as a mortgage note payable on the
accompanying July 31, 2008 consolidated balance sheet. Interest on
outstanding borrowings under the Facility is currently accruing at approximately
3.35% per annum.
The
Company also has a Secured Revolving Credit Facility with the Bank of New York
Mellon (the “Secured Credit Facility”). The Secured Credit Facility
provides for borrowings of up to $30 million. The maturity date of
the Facility is April 15, 2011 and is collateralized by first mortgage liens on
two of the Company’s properties. Interest on outstanding borrowings
is at prime plus 0.50% or the Eurodollar rate plus 1.75%. 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.
(4) 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 2007.
The
operating results for the sold property have been classified as discontinued
operations in the accompanying consolidated financial statements for the nine
months ended July 31, 2007. Revenues from discontinued operations
were approximately $320,000 for the nine month period ended July 31,
2007.
(5)
REDEEMABLE PREFERRED STOCK
The
Company is authorized to issue up to 20,000,000 shares of Preferred
Stock. At July 31, 2008, the Company had issued and outstanding
400,000 shares of Series C Senior Cumulative Preferred Stock (Series C Preferred
Stock) and 2,450,000 shares of Series D Senior Cumulative Preferred Stock
(Series D Preferred Stock) (see Note 6) and 2,400,000 shares of Series E Senior
Cumulative Preferred Stock (Series E Preferred Stock).
The
following table sets forth the details of the Company’s redeemable preferred
stock as of July 31, 2008 and October 31, 2007 (amounts in thousands, except
share data):
|
|
July
31,
2008
|
|
|
October
31,
2007
|
|
8.99%
Series B Senior Cumulative Preferred Stock; liquidation preference of $100
per share; issued and outstanding -0- and 150,000
shares
|
|
$ |
- |
|
|
$ |
14,341 |
|
8.50%
Series C Senior Cumulative Preferred Stock; liquidation preference of $100
per share; issued and outstanding 400,000
shares
|
|
|
38,406 |
|
|
|
38,406 |
|
8.50%
Series E Senior Cumulative Preferred Stock; liquidation preference of $25
per share; issued and outstanding 2,400,000 and -0-
shares
|
|
|
57,797 |
|
|
|
- |
|
Total Redeemable Preferred
Stock
|
|
$ |
96,203 |
|
|
$ |
52,747 |
|
On March
13, 2008, the Company sold 2,400,000 shares of a new issue of 8.50% Series E
Senior Cumulative Preferred Stock (“Series E Preferred Stock”) for net proceeds
of $57.8 million. The Series E Preferred Stock entitles the holders
thereof to cumulative cash dividends payable quarterly in arrears at the rate of
8.5% per annum on the $25 per share liquidation preference.
In
conjunction with the sale of the Series E Preferred Stock on March 14, 2008 the
Company redeemed all 150,000 shares outstanding of its Series B Preferred
Stock for the redemption price in the amount of $15.0
million. As a result of the redemption, the $660,000 excess of the
redemption price of the preferred shares paid over the carrying amount of the
shares is included in the accompanying consolidated statement of income for the
nine month period ended July 31, 2008 as a reduction of income available to
Common and Class A Common shareholders.
The
Series E Preferred Stock and 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 May 2010 (Series C Preferred Stock) and March
2013 (Series E Preferred Stock), the Company, at its option, may redeem the
preferred stock issues, in whole or in part, at a redemption price equal to the
liquidation preference per share, plus all accrued and unpaid
dividends.
Upon a
change in control of the Company (as defined), each holder of Series C Preferred
Stock and Series E 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 equal to the liquidation preference per share plus
all accrued and unpaid dividends.
The
Series C Preferred Stock and Series E 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 July 31, 2008.
As the
holders of the Series C Preferred Stock and Series E 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
C Preferred Stock and Series E Preferred Stock are classified as redeemable
equity instruments as a change in control is not certain to occur.
(6)
STOCKHOLDERS’ EQUITY
Restricted
Stock Plan
In fiscal
2008, the stockholders of the Company approved an amendment to the restricted
stock plan for key employees and directors of the Company. The
restricted stock plan (“Plan”) provides for the grant of up to 2,350,000 shares
of the Company’s common equity consisting of 350,000 Common shares, 350,000
Class A Common shares and 1,650,000 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.
Had
compensation expense for nonvested restricted stock awards issued prior to the
adoption of SFAS 123R been determined based on the date a participant first
becomes eligible for retirement, restricted stock compensation would have
decreased in the nine months and three months ended July 31, 2008
and 2007 by approximately $231,000 and $320,000,
respectively.
In
January 2008, the Company awarded 170,900 shares of Common Stock and 59,900
shares of Class A Common Stock to participants in the Plan. The grant
date fair value of restricted stock grants awarded to participants in 2008 was
approximately $3.4 million.
A summary
of the status of the Company’s non vested Common and Class A Common shares as of
July 31, 2008, and changes during the nine months ended July 31, 2008 are
presented below:
|
|
Common
Shares
|
|
|
Class A Common Shares
|
|
Non vested
Shares
|
|
Shares
|
|
|
Weighted-Average
Grant-Date Fair Value
|
|
|
Shares
|
|
|
Weighted-Average
Grant-Date Fair Value
|
|
Non
vested at November 1, 2007
|
|
|
897,400 |
|
|
$ |
14.16 |
|
|
|
423,350 |
|
|
$ |
13.90 |
|
Granted
|
|
|
170,900 |
|
|
$ |
14.77 |
|
|
|
59,900 |
|
|
$ |
15.20 |
|
Vested
|
|
|
(106,550 |
) |
|
$ |
11.73 |
|
|
|
(80,050 |
) |
|
$ |
11.03 |
|
Forfeited
|
|
|
- |
|
|
|
- |
|
|
|
(70,000 |
) |
|
$ |
16.51 |
|
Non
vested at July 31, 2008
|
|
|
961,750 |
|
|
$ |
14.54 |
|
|
|
333,200 |
|
|
$ |
14.27 |
|
As of
July 31, 2008, there was $11.7 million of unamortized restricted stock
compensation related to nonvested restricted stock grants awarded under the
Plan. The remaining unamortized expense is expected to be recognized
over a weighted average period of 5.99 years. For the nine months
ended July 31, 2008 and 2007 amounts charged to compensation expense totaled
$1,295,000 and $1,577,000, respectively.
Stock
Option Plan
In
connection with the exercise of stock options granted to an officer under the
Company’s stock option plan (terminated in 2007), the officer executed a full
recourse promissory note equal to the purchase price of the shares. The note
receivable in the amount of $1,300,000 was repaid in full in December
2007.
Share
Repurchase Program
In a
prior year, the Board of Directors of the Company approved a share repurchase
program (“Program”) for the repurchase of up to 500,000 shares of Common Stock
and Class A Common Stock in the aggregate. On March 6, 2008, the
Board of Directors amended the Program to allow the Company to repurchase up to
1,000,000 shares of Common and Class A Common stock in the
aggregate. As of July 31, 2008, the Company had repurchased
3,600 shares of Common Stock and 573,700 shares of Class A Common Stock,
(including 511,100 shares of Class A Common Stock that were repurchased at an
average price of $14.64 during the nine month period ended July 31,
2008).
Preferred
Stock
The
Series D Preferred Stock has no maturity and is not convertible into any other
security of the Company and 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.
(7) COMMITMENTS
AND CONTINGENCIES
In the
normal course of business, from time to time, the Company is involved in legal
actions relating to the ownership and operations of its
properties. In management’s opinion, the liabilities if any that may
ultimately result from such legal actions are not expected to have a material
adverse effect on the consolidated financial position, results of operations or
liquidity of the Company.
At July
31, 2008, the Company had commitments of approximately $1,329,000 for tenant
related obligations.
(8) SUBSEQUENT
EVENTS
In August
2008, the Company completed the acquisition of a 78,000 square foot shopping
center in Litchfield County, CT for a purchase price of $10.4
million. The property was subject to a first mortgage payable of
approximately $3.6 million, which has been assumed by the Company in conjunction
with the purchase. The acquisition was funded with available cash
remaining from the Company’s preferred stock offering completed in March of
2008.
On
September 9, 2008, the Board of Directors of the Company declared cash dividends
of $.2150 for each share of Common Stock and $.2375 for each share of Class A
Common Stock. The dividends are payable on October 17,
2008.
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
2 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 2
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. For a discussion of some of these factors, see the risk factors set
forth in “Item 1A Risk Factors” of the Company’s Annual Report on Form 10-K for
the fiscal year ended October 31, 2007. 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 July 31, 2008, the Company owned or had
interests in 43 properties containing a total of 3.8 million square feet of GLA
of which approximately 95% 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 for the year ended October
31, 2007 included in the Company’s Annual Report on Form 10-K for year ended
October 31, 2007.
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.
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. For the nine month periods ended July 31,
2008 and 2007 the Company increased its allowance for doubtful accounts by
$329,000 and $317,000, respectively. 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 its real estate investments 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
real estate investments is impaired at July 31, 2008.
Liquidity
and Capital Resources
At July
31, 2008, the Company had unrestricted cash and cash equivalents of $8.8 million
compared to $4.2 million at October 31, 2007. 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 the balance of fiscal 2008 and to
meet its dividend requirements necessary to maintain its REIT
status.
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 $33.9 million in the nine
months ended July 31, 2008, compared to $37.0 million in the comparable period
of fiscal 2007. The net decrease in operating cash flows was a result
of: a) an increase in the net operating results of the Company’s
properties owned during both periods and recently acquired properties in fiscal
2008 and b) the absence of a $6 million payment received in connection with a
settlement of a lease guarantor’s obligation in fiscal 2007.
Investing
Activities
Net cash
flows used in investing activities were $26.6 million in the nine months ended
July 31, 2008 compared to $12.0 million in the comparable period of fiscal
2007. The net cash flows during both periods were principally due to
the acquisition of properties consistent with the Company’s strategic plan to
acquire properties in the northeast. The Company purchased or
acquired interests in four properties in the first nine months of fiscal 2008
for an aggregate cost of $17.2 million compared with two properties purchased at
an aggregate cost of $21.3 million in the comparable period of fiscal
2007. The Company incurred $8.4 million and $3.9 million for
improvements to properties and deferred charges for the nine months ended July
31, 2008 and 2007, respectively. In the first nine months of fiscal
2007 the Company received cash proceeds of $13.2 million from the sale of one
non-core property. The Company invests in its properties and regularly pays for
capital expenditures for property improvements, tenant costs and leasing
commissions.
Financing
Activities
The
Company generated net cash from financing activities in the first nine months of
fiscal 2008 primarily from the sale of 2,400,000 shares of 8.5% Series E Senior
Cumulative Preferred Stock (“Series E Preferred Stock”) in the net amount of
$58.0 million. The Company redeemed all of the outstanding shares of
8.99% Series B Senior Cumulative Preferred Stock (“Series B Preferred Stock”)
for $15.0 million in the second quarter of fiscal 2008. During the
first nine months of fiscal 2008 the Company borrowed $13.0 million on its
revolving credit facilities as compared with $5.0 million in the same period of
fiscal 2007. The Company also repaid borrowings on its revolving
lines of credit in the first nine months of fiscal 2008 in the amount of $25.2
million compared to $2.0 million during the same period of fiscal 2007. In
fiscal 2008 the Company also received payment of a $1.3 million note receivable
from an officer in connection with stock options exercised in a prior
year. Net cash used in both periods to pay dividends to stockholders
amounted to $26.7 million in the first nine months of fiscal 2008 as compared
with $24.8 million in the comparable period of 2007. Cash used in the
first nine months of fiscal 2008 to repurchase Class A Common stock amounted to
$7.5 million. Net cash used in both periods to make required
principal payments on mortgages was $1.3 million in the first nine months of
fiscal 2008 as compared with $3.4 million in the same period of fiscal 2007,
which included the repayment of a mortgage note payable in the amount of $1.6
million in the first nine months of fiscal 2007.
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),
borrowings on its unsecured and secured credit facilities, 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.
Financings
and Debt
On March
13, 2008, the Company sold 2,400,000 shares of Series E Preferred Stock for
net proceeds of $58.0 million. The Series E Preferred Stock entitles
the holders thereof to cumulative cash dividends payable quarterly in arrears at
the rate of 8.5% per annum on the $25 per share liquidation
preference.
In
conjunction with the sale of the Series E Preferred Stock the Company redeemed
all 150,000 shares of its Series B Preferred Stock, for the redemption price, as
defined, in the amount of $15.0 million. The Company used a portion
of the proceeds to repay variable rate debt and for property
acquisitions. The remainder of the proceeds are invested in short
term investments pending its use to fund additional property
acquisitions.
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 $106.9 million consist principally of fixed rate mortgage loan
indebtedness with a weighted average interest rate of 6.1% at July 31, 2008. The
mortgage loans with fixed interest rates are secured by 14 properties with a net
book value of $172 million and have fixed rates of interest ranging from 5.52%
to 7.78%. The Company has one variable rate mortgage loan in the
amount of $7.9 million for which interest is currently accruing at approximately
3.35%. The Company made principal payments of $1.3 million in the
nine months ended July 31, 2008 compared to $3.4 million in the comparable
period of fiscal 2007. In the first nine months of fiscal 2007, the
Company repaid a mortgage note payable in the amount of $1.6
million. 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
February 2008, the Company entered into a new $50 Million Unsecured Revolving
Credit Agreement (the “Unsecured Facility”) with The Bank of New York Mellon and
Wells Fargo Bank N.A. The agreement gives the Company the option, under
certain conditions, to increase the Facility’s borrowing capacity up to $100
million. The maturity date of the Unsecured Facility is February 11,
2011 with two one year extensions at the Company’s option. Borrowings
under the Unsecured Facility can be used for, among other things, acquisitions,
working capital, capital expenditures, repayment of other indebtedness and the
issuance of letters of credit (up to $10 million). Borrowings will
bear interest at the Company’s option of Eurodollar plus 0.85% or The Bank of
New York Mellon’s prime lending rate plus 0.50%. The Company pays an
annual fee on the unused commitment amount of up to 0.175% based on outstanding
borrowings during the year. The Unsecured Facility contains certain
representations, financial and other covenants typical for this type of
facility. The Company’s ability to borrow under the Unsecured
Facility is subject to its compliance with the covenants and other restrictions
on an ongoing basis. The principal financial covenants limit the
Company’s level of secured and unsecured indebtedness and additionally require
the Company to maintain certain debt coverage ratios. As of July 31,
2008, the Company was in compliance with such covenants on the Secured Facility
discussed below and Unsecured Facility.
On April
15, 2008, the Company renewed its secured revolving credit facility with a
commercial bank (the “Secured Facility”) which provides for borrowings of up to
$30 million for an additional three years to April 2011. The Secured
Facility was due to expire in April 2008. The Secured Facility is collateralized
by first mortgage liens on two of the Company’s properties. Interest
on outstanding borrowings is at prime plus 0.50% or Eurodollar plus
1.75%. The Secured 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
Facility. The Secured Facility is available to fund acquisitions,
capital expenditures, mortgage repayments, working capital and other general
corporate purposes.
In
February 2008 outstanding borrowings on the Secured Facility of $23.2 million
were satisfied by transfer to the Unsecured Facility. In March 2008,
outstanding borrowings under the Unsecured Facility in the amount of $25.2
million were repaid from a portion of the proceeds of the Company’s sale of
Series E Preferred Stock.
At July
31, 2008 the Company has approximately $72.1 million available to be drawn down
under its two revolving credit facilities.
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 nine month periods ended July 31, 2008 and 2007, the Company did not have
any material off-balance sheet arrangements.
Capital
Expenditures
The
Company invests in its existing properties and regularly incurs capital
expenditures in the ordinary course of business to maintain its properties. The
Company believes that such expenditures enhance the competitiveness of its
properties. In the nine months ended July 31, 2008, the Company paid
approximately $8.4 million for property improvements, 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
$845,000 for anticipated capital improvements and leasing costs during the
balance of 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
December 2007, the Company acquired a 20,000 square foot retail property located
in Waldwick, New Jersey for $6.3 million including closing costs. The
purchase was financed from available cash and borrowings under the Secured
Facility.
In
February 2008, the Company acquired two retail properties, containing
approximately 5,500 square feet of GLA in Westchester County, New York for $2.3
million. The acquisitions were funded from available cash and
borrowings from the Secured Facility.
In April
2008, the Company, through an affiliate, which is the sole general partner,
acquired a 60% equity interest in UB Ironbound, LP (“Ironbound”), a newly formed
limited partnership that acquired by contribution a 101,000 square foot shopping
center in Newark, New Jersey, for a total purchase price of $26.3 million,
including transaction costs of approximately $297,000 and the assumption of an
existing first mortgage loan on the property at an estimated fair value of $11.9
million at a fixed interest rate of 6.15%. The Company’s net
investment in Ironbound amounted to $8.6 million and was funded from the
proceeds generated from the Company’s sale of Series E Preferred Stock in the
second quarter of fiscal 2008.
In May
2008, the Company paid a $750,000 deposit on a contract to purchase a yet to be
determined equity interest in a joint venture which owns a 237,000 square foot
shopping center in Westchester County, New York. The Company plans on
funding the purchase with available cash or borrowings under its lines of
credit.
In May
2008, the Company entered into a contract to purchase a 78,000 square foot
shopping center in Litchfield County, CT for a purchase price of $10.4 million,
subject to the assumption of a first mortgage payable on the property, in the
amount of $3.6 million. In connection with the contract the Company paid a
deposit in the amount of $500,000. The Company completed the purchase
of this property in August 2008. The balance of the purchase price in
the amount of approximately $6.8 million was funded with available cash
remaining from the Company’s successful preferred stock offering in March
2008.
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 Company’s current non-core properties
consist of two distribution service facilities (both of which are located
outside of the northeast region of the United States).
The
Company intends to sell these two 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. At July 31, 2008, the
two remaining non-core properties have a net book value of approximately
$656,000.
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 nine months and
three months ended July 31, 2008 and 2007 (amounts in thousands).
|
|
Nine
Months Ended
|
|
|
Three
Months Ended
|
|
|
|
July 31,
|
|
|
July 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income Applicable to Common and Class A Common
Stockholders
|
|
$ |
12,925 |
|
|
$ |
30,806 |
|
|
$ |
4,318 |
|
|
$ |
4,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus: Real
property depreciation
|
|
|
8,222 |
|
|
|
7,548 |
|
|
|
2,858 |
|
|
|
2,365 |
|
Amortization of tenant
improvements and allowances
|
|
|
2,008 |
|
|
|
2,018 |
|
|
|
682 |
|
|
|
870 |
|
Amortization of deferred
leasing costs
|
|
|
395 |
|
|
|
416 |
|
|
|
106 |
|
|
|
123 |
|
Less: Gain on sale
of property
|
|
|
- |
|
|
|
(11,385 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds
from Operations Applicable to Common and Class A Common
Stockholders
|
|
$ |
23,550 |
|
|
$ |
29,403 |
|
|
$ |
7,964 |
|
|
$ |
7,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by (Used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Activities
|
|
$ |
33,862 |
|
|
$ |
37,055 |
|
|
$ |
12,762 |
|
|
$ |
10,322 |
|
Investing
Activities
|
|
$ |
(26,614 |
) |
|
$ |
(12,028 |
) |
|
$ |
(2,960 |
) |
|
$ |
(1,733 |
) |
Financing
Activities
|
|
$ |
(2,697 |
) |
|
$ |
(24,703 |
) |
|
$ |
(12,249 |
) |
|
$ |
(10,738 |
) |
FFO
amounted to $23.6 million in the first nine months of 2008 compared to $29.4
million in the first nine months of fiscal 2007. The net decrease in
FFO in fiscal 2008 is attributable, among other things, to: a) the one time
receipt of a settlement of a lease guarantee obligation in the second quarter of
fiscal 2007 in the amount of $6 million, b) an increase in general and
administrative expenses, c) an increase in preferred stock dividends in the
second and third quarters of fiscal 2008 as a result of the Company’s recent $60
million preferred stock sale, d) the one time expense of offering costs, which
were deferred by the Company, on the redemption of the Company’s Series B
Preferred Stock in the second quarter of fiscal 2008 and e) a decrease in other
income; offset by f) an increase in operating income as a result of property
acquisitions in fiscal 2007 and the first nine months of fiscal 2008 and g) a
decrease in interest expense principally from the mortgage refinancing of one of
the Company’s properties at a lower interest rate in October
2007. See more detailed explanations which follow.
Results
of Operations
The
following information summarizes the Company’s results of operations for the
nine month and three month periods ended July 31, 2008 and 2007 (amounts in
thousands):
|
|
Nine
Months Ended
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
|
Change Attributable to:
|
|
Revenues
|
|
2008
|
|
|
2007
|
|
|
Increase
(Decrease)
|
|
|
%
Change
|
|
|
Property
Acquisitions
|
|
|
Properties
Held
In Both
Periods
|
|
Base
rents
|
|
$ |
45,527 |
|
|
$ |
42,933 |
|
|
$ |
2,594 |
|
|
|
6.0 |
|
|
$ |
1,576 |
|
|
$ |
1,018 |
|
Recoveries
from tenants
|
|
|
14,173 |
|
|
|
13,393 |
|
|
|
780 |
|
|
|
5.8 |
|
|
|
450 |
|
|
|
330 |
|
Mortgage
interest and other
|
|
|
472 |
|
|
|
750 |
|
|
|
(278 |
) |
|
|
(37.1 |
) |
|
|
- |
|
|
|
(278 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
operating expenses
|
|
|
9,330 |
|
|
|
9,195 |
|
|
|
135 |
|
|
|
1.5 |
|
|
|
380 |
|
|
|
(245 |
) |
Property
taxes
|
|
|
8,707 |
|
|
|
8,130 |
|
|
|
577 |
|
|
|
7.1 |
|
|
|
293 |
|
|
|
284 |
|
Depreciation
and amortization
|
|
|
10,684 |
|
|
|
10,001 |
|
|
|
683 |
|
|
|
6.8 |
|
|
|
444 |
|
|
|
239 |
|
General
and administrative expenses
|
|
|
4,375 |
|
|
|
3,843 |
|
|
|
532 |
|
|
|
13.8 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income/Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
5,162 |
|
|
|
5,910 |
|
|
|
(748 |
) |
|
|
(12.7 |
) |
|
|
209 |
|
|
|
(957 |
) |
Interest,
dividends and other investment income
|
|
|
276 |
|
|
|
397 |
|
|
|
(121 |
) |
|
|
(30.5 |
) |
|
|
n/a |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
|
|
|
|
Change Attributable to:
|
|
Revenues
|
|
2008
|
|
|
2007
|
|
|
Increase
(Decrease)
|
|
|
%
Change
|
|
|
Property
Acquisitions
|
|
|
Properties
Held In Both
Periods
|
|
Base
rents
|
|
$ |
15,589 |
|
|
$ |
14,468 |
|
|
$ |
1,121 |
|
|
|
7.7 |
|
|
$ |
663 |
|
|
$ |
458 |
|
Recoveries
from tenants
|
|
|
4,481 |
|
|
|
4,471 |
|
|
|
10 |
|
|
|
0.2 |
|
|
|
70 |
|
|
|
(60 |
) |
Mortgage
interest and other
|
|
|
165 |
|
|
|
107 |
|
|
|
58 |
|
|
|
54.2 |
|
|
|
- |
|
|
|
58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
operating
|
|
|
2,779 |
|
|
|
3,106 |
|
|
|
(327 |
) |
|
|
(10.5 |
) |
|
|
158 |
|
|
|
(485 |
) |
Property
taxes
|
|
|
3,035 |
|
|
|
2,790 |
|
|
|
245 |
|
|
|
8.8 |
|
|
|
122 |
|
|
|
123 |
|
Depreciation
and amortization
|
|
|
3,668 |
|
|
|
3,370 |
|
|
|
298 |
|
|
|
8.8 |
|
|
|
183 |
|
|
|
115 |
|
General
and administrative
|
|
|
1,491 |
|
|
|
1,365 |
|
|
|
126 |
|
|
|
9.2 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Operating
Income/Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
1,695 |
|
|
|
1,949 |
|
|
|
(254 |
) |
|
|
(13.0 |
) |
|
|
183 |
|
|
|
(437 |
) |
Interest,
dividends, and other investment income
|
|
|
87 |
|
|
|
164 |
|
|
|
(77 |
) |
|
|
(47.0 |
) |
|
|
n/a |
|
|
|
n/a |
|
Revenues
Base
rents increased by 6.0% to $45.5 million for the first nine months of fiscal
2008 as compared with $42.9 million in the comparable period of
2007. Base rents increased by 7.7% to $15.6 million for the three
month period ended July 31, 2008 as compared with $14.5 million in the
comparable period of 2007. The increase in base rentals during each
period was attributable to:
Property
Acquisitions:
In the
first nine months of fiscal 2008 the Company purchased or acquired interests in
four properties totaling 126,500 square feet of GLA (compared to two retail
properties totaling 104,000 square feet acquired in fiscal
2007). These properties accounted for all of the revenue and expense
changes attributable to property acquisitions during the nine month and three
month periods ended July 31, 2008.
Properties Held in Both
Periods:
The
increase in base rents for properties held in both periods during the nine month
and three month periods ended July 31, 2008 compared to the same periods in
fiscal 2007 reflects an increase in rental rates for in place leases and new
leases entered into over the periods offset by an increase in vacancies
occurring during fiscal 2007 and the first three quarters of 2008 at several of
the Company’s core properties. For the first nine months of fiscal
2008, the Company leased or renewed approximately 265,000 square feet (or
approximately 6.9% of total property leasable area). At July 31, 2008
the Company’s core properties were approximately 94.53%
leased. Overall core property occupancy decreased to 92.62% at July
31, 2008 from 94.8% at July 31, 2007.
In the
nine months and three months period ended July 31, 2008, recoveries from tenants
for properties owned in both periods (which represents reimbursements from
tenants for operating expenses and property taxes) increased by $330,000 for the
nine months ended July 31, 2008 and decreased $60,000 for the three months ended
July 31, 2008, when compared to the same periods in fiscal 2007. The
net increase in the nine month period ended July 31, 2008 was a result of an
increase in property tax expense recoverable from tenants for the period when
compared to the corresponding period of the prior year offset slightly by an
overall savings in property operating expenses specifically related to utilities
and repairs and maintenance. The net decrease for the three month
period ended July 31, 2008 was a result of a decrease in the aforementioned
operating expenses offset by a slight increase in real estate tax expense
recoverable from tenants.
During
the quarter ended January 31, 2007, the Company entered into a lease with a
wholesale club to rent approximately 107,000 sf of space at The Dock Shopping
Center, in Stratford, CT, 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 obligations were guaranteed through
fiscal 2016 by a corporate guarantor previously affiliated with the former
tenant. In February 2007, the Company executed a settlement agreement
whereby the guarantor was released from its lease guaranty obligation upon
satisfaction of certain conditions and in exchange for a payment of $6
million. In April 2007, the conditions were satisfied and payment was
received. Accordingly, the Company recorded the settlement of lease
guaranty obligation in the amount of $6 million in the accompanying consolidated
statement of income in the second quarter of fiscal 2007.
Other
income decreased in the nine month and three month periods ended July 31, 2008
when compared to the same period in fiscal 2007 as a result of the Company
receiving an easement fee from a utility company in the second quarter of fiscal
2007 in the amount of $352,000.
Interest,
dividends and other investment income decreased by $121,000 in the nine month
period ended July 31, 2008 compared to the same period in 2007. This
decrease is a result of the use of available cash in 2008 primarily for property
acquisitions as well as the repurchase of Class A Common Stock under the
Company’s Stock Repurchase Plan.
Expenses
Property
operating expenses for properties held in both periods decreased $245,000 and
$485,000 in the nine month and three month periods ended July 31, 2008, compared
to the same periods in the prior year primarily as a result of decreased
utilities and repairs and maintenance costs.
Property
taxes for properties held in both periods increased during the nine month and
three month periods ended July 31, 2008 compared to the same periods a year ago
as a result of increased assessments and municipal tax rates on certain of the
Company’s properties.
Interest
expense decreased $748,000 and $254,000 in the nine month and three month
periods ended July 31, 2008, respectively, compared to the same periods in
fiscal 2007 as a result of scheduled principal payments on mortgage notes, the
refinancing of an approximately $53 million mortgage at the Company’s Ridgeway
property at a lower rate of interest in the fourth quarter of fiscal 2007 and
the repayments of mortgage notes of $1,579,000 during 2007.
Depreciation
and amortization expense from properties held in both periods increased during
the nine month and three month period ended July 31, 2008 compared to the same
periods a year ago as a result of depreciation on the $3.9 million in property
improvements in fiscal 2007 and $8.4 million in property and tenant improvements
in the first three quarters of fiscal 2008.
General
and administrative expenses increased by $532,000 and $126,000 for nine month
and three month period ended July 31, 2008, respectively, compared to the same
periods in fiscal 2007 primarily due to an increase in employee compensation
costs, professional fees of $134,000 and employment placement fees of
$36,000 for the nine month period ended July 31, 2008.
Discontinued
Operations
During
the second quarter of fiscal 2007 the Company sold its non core retail property
in Tempe, Arizona. In accordance with SFAS No. 144 “Accounting for
the Impairment or Disposal of Long-lived Assets” the results of operations of
the property that was sold has been reclassified as discontinued operations for
the nine month period ended July 31, 2007.
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
3. Quantitative
and Qualitative Disclosures about Market Risk
Market
risk is the exposure to loss resulting from changes in interest rates, foreign
currency exchange rates, commodity prices and equity prices. The
primary market risk to which the Company is exposed is interest rate risk, which
is sensitive to many factors, including governmental monetary and tax policies,
domestic and international economic and political considerations and other
factors that are beyond the Company’s control.
Interest
Rate 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.
As of
July 31, 2008, the Company had $7.9 million in outstanding variable rate
debt. The Company does not enter into any derivative financial
instrument transactions for speculative or trading purposes. The
Company believes that its weighted average interest rate of 6.1% on its fixed
rate debt is not materially different from current fair market interest rates
for debt instruments with similar risks and maturities.
Evaluation
of Disclosure Controls and Procedures
The
Company’s Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of
the end of the period covered by this report. Based on such
evaluation, the Company’s Chief Executive Officer and Chief Financial Officer
have concluded that, as of the end of such period, the Company’s disclosure
controls and procedures are effective.
Changes
in Internal Controls
During
the quarter ended July 31, 2008, 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.
Item
1. Legal
Proceedings
The
Company is not involved in any litigation, nor to its knowledge is any
litigation threatened against the Company or its subsidiaries, that in
management’s opinion, would result in a material adverse effect on the Company’s
ownership, management or operation of its properties, or which is not covered by
the Company’s liability insurance.
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds
In
October 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. On March 6,
2008, the Board of Directors approved an increase in the Program of up to an
additional 500,000 shares in the aggregate, of the Company’s Common and Class A
Common stock.
The
following table sets forth Class A Common shares repurchased by the Company
during the three months ended July 31, 2008 (the Company did not repurchase any
Common shares during the three months ended July 31, 2008):
Month
|
|
Total
Number
of
Shares
Purchased
|
|
|
Average
Price
Per Share
|
|
|
Total
Number
Shares
Purchased as
Part
of Publicly
Announced
Plan
or
Program
|
|
|
Maximum
Number
of
Shares
That
May
be
Purchased
Under
the Plan
or Program
|
|
May
2008
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
June
2008
|
|
|
15,000 |
|
|
$ |
14.98 |
|
|
|
15,000 |
|
|
|
585,400 |
|
July
2008
|
|
|
162,700 |
|
|
$ |
14.85 |
|
|
|
162,700 |
|
|
|
422,700 |
|
There is
no assurance that the Company will repurchase the full amount of shares
authorized. Any combination of Common or Class A Common may be
repurchased under the program.
4.1
|
Rights
Agreement, dated as of July 18, 2008, between Urstadt Biddle Properties
Inc. and The Bank of New York, as Rights Agent (incorporated by reference
to Exhibit 4.1 of the Registrant’s current Report on Form 8-K dated July
24, 2008 (SEC File No. 001-12803)).
|
|
|
10.1
|
Severance
Agreement dated June 5, 2008 between Urstadt Biddle Properties Inc. and
Raymond P. Argila (incorporated by reference to Exhibit 99.1 of the
Registrant’s current Report on Form 8-K dated September 5, 2008 (SEC File
No. 001-12803)).
|
|
|
31.1
|
Certification
of the Chief Executive Officer of Urstadt Biddle Properties Inc. pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
|
|
|
31.2
|
Certification
of the Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
|
|
|
32
|
Certification
of the Chief Executive Officer and Chief Financial Officer of Urstadt
Biddle Properties Inc. pursuant to Section 906 of Sarbanes-Oxley Act of
2002.
|
S
I G N A T U R E S
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
URSTADT BIDDLE PROPERTIES
INC.
|
|
(Registrant)
|
|
|
|
By:
/s/ Charles J.
Urstadt
|
|
Charles
J. Urstadt
|
|
Chairman
and
|
|
Chief
Executive Officer
|
|
|
|
By
: /s/ John T.
Hayes
|
|
John
T. Hayes
|
|
Senior
Vice President &
|
|
Chief
Financial Officer
|
|
(Principal
Financial Officer
|
Dated:
September 9, 2008
|
and
Principal Accounting Officer)
|
EXHIBIT
INDEX
Exhibit
No.
4.1
|
Rights
Agreement, dated as of July 18, 2008, between Urstadt Biddle Properties
Inc. and The Bank of New York, as Rights Agent (incorporated by reference
to Exhibit 4.1 of the Registrant’s current Report on Form 8-K dated July
24, 2008 (SEC File No. 001-12803)).
|
|
|
10.1
|
Severance
Agreement dated June 5, 2008 between Urstadt Biddle Properties Inc. and
Raymond P. Argila (incorporated by reference to Exhibit 99.1 of the
Registrant’s current Report on Form 8-K dated September 5, 2008 (SEC File
No. 001-12803)).
|
|
|
31.1
|
Certification
of the Chief Executive Officer of Urstadt Biddle Properties Inc. pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
|
|
|
31.2
|
Certification
of the Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
|
|
|
32
|
Certification
of the Chief Executive Officer and Chief Financial Officer of Urstadt
Biddle Properties Inc. pursuant to Section 906 of Sarbanes-Oxley Act of
2002
|