form10q2q2010.htm
United
States
Securities
And Exchange Commission
Washington,
DC 20549
Form
10-Q
xQUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
quarterly period ended April 30, 2010
OR
o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
transition period from _____to_____
Commission
File 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 has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o 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
June 8, 2010 (latest date practicable), the number of shares of the Registrant's
classes of Common Stock and Class A Common Stock was:
8,430,018
Common Shares, par value $.01 per share, and 18,315,628 Class A Common Shares,
par value $.01 per share
Index
|
|
|
Urstadt
Biddle Properties Inc.
|
|
|
|
Part
I. Financial
Information
|
|
Item
1.
|
Financial
Statements (Unaudited)
|
|
|
|
Consolidated
Balance Sheets – April 30, 2010 (Unaudited) and October 31,
2009.
|
|
|
|
Consolidated
Statements of Income (Unaudited) – Three and six months ended April 30,
2010 and 2009.
|
|
|
|
Consolidated
Statements of Cash Flows (Unaudited) – Six months ended April 30, 2010 and
2009.
|
|
|
|
Consolidated
Statement of Stockholders' Equity (Unaudited) – Six months ended April 30,
2010.
|
|
|
|
Notes
to Consolidated Financial Statements.
|
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk.
|
|
|
Item
4.
|
Controls
and Procedures.
|
|
|
|
|
Part
II. Other
Information
|
|
|
Item
1.
|
Legal
Proceedings.
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds.
|
|
|
Item
6.
|
Exhibits.
|
|
|
Signatures
|
URSTADT
BIDDLE PROPERTIES INC.
CONSOLIDATED
BALANCE SHEETS
(In
thousands, except share data)
|
|
April
30,
|
|
|
Oct
31,
|
|
ASSETS
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
|
|
Real
Estate Investments:
|
|
|
|
|
|
|
Core properties – at
cost
|
|
$ |
575,841 |
|
|
$ |
564,289 |
|
Non-core properties – at
cost
|
|
|
1,383 |
|
|
|
1,383 |
|
|
|
|
577,224 |
|
|
|
565,672 |
|
Less: Accumulated
depreciation
|
|
|
(111,129 |
) |
|
|
(104,904 |
) |
|
|
|
466,095 |
|
|
|
460,768 |
|
Investment in unconsolidated
joint ventures
|
|
|
7,183 |
|
|
|
723 |
|
Mortgage note
receivable
|
|
|
1,131 |
|
|
|
1,170 |
|
|
|
|
474,409 |
|
|
|
462,661 |
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
|
1,505 |
|
|
|
10,340 |
|
Restricted
cash
|
|
|
857 |
|
|
|
1,035 |
|
Marketable
securities
|
|
|
1,097 |
|
|
|
933 |
|
Tenant
receivables
|
|
|
21,117 |
|
|
|
19,500 |
|
Prepaid
expenses and other assets
|
|
|
4,827 |
|
|
|
5,556 |
|
Deferred
charges, net of accumulated amortization
|
|
|
4,642 |
|
|
|
4,427 |
|
Deposits
on real estate investments
|
|
|
1,157 |
|
|
|
87 |
|
Total Assets
|
|
$ |
509,611 |
|
|
$ |
504,539 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Revolving credit
lines
|
|
$ |
13,300 |
|
|
$ |
- |
|
Mortgage notes
payable
|
|
|
110,212 |
|
|
|
116,417 |
|
Accounts payable and accrued
expenses
|
|
|
1,735 |
|
|
|
771 |
|
Deferred compensation –
officers
|
|
|
265 |
|
|
|
354 |
|
Other
liabilities
|
|
|
11,277 |
|
|
|
9,954 |
|
Total
Liabilities
|
|
|
136,789 |
|
|
|
127,496 |
|
|
|
|
|
|
|
|
|
|
Redeemable
Noncontrolling Interests
|
|
|
8,241 |
|
|
|
7,259 |
|
|
|
|
|
|
|
|
|
|
Redeemable
Preferred Stock, par value $.01 per share; issued and outstanding
2,800,000 shares
|
|
|
96,203 |
|
|
|
96,203 |
|
|
|
|
|
|
|
|
|
|
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;
|
|
|
|
|
|
|
|
|
8,430,018
and 8,222,514 shares issued and outstanding
|
|
|
84 |
|
|
|
82 |
|
Class A Common Stock, par value
$.01 per share; 40,000,000 shares authorized;
|
|
|
|
|
|
|
|
|
18,315,628 and 18,241,275
shares issued and outstanding
|
|
|
183 |
|
|
|
182 |
|
Additional paid in
capital
|
|
|
263,597 |
|
|
|
261,433 |
|
Cumulative distributions in
excess of net income
|
|
|
(56,687 |
) |
|
|
(49,150 |
) |
Accumulated other comprehensive
income (loss)
|
|
|
(49 |
) |
|
|
(216 |
) |
Total Stockholders’
Equity
|
|
|
268,378 |
|
|
|
273,581 |
|
Total Liabilities and
Stockholders’ Equity
|
|
$ |
509,611 |
|
|
$ |
504,539 |
|
The
accompanying notes to consolidated financial statements are an integral part of
these statements.
URSTADT
BIDDLE PROPERTIES INC.
CONSOLIDATED
STATEMENTS OF INCOME (UNAUDITED)
(In
thousands, except per share data)
|
|
Six Months
Ended
|
|
|
Three Months
Ended
|
|
|
|
April
30,
|
|
|
April
30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
Base rents
|
|
$ |
31,191 |
|
|
$ |
30,974 |
|
|
$ |
15,691 |
|
|
$ |
15,431 |
|
Recoveries from
tenants
|
|
|
9,964 |
|
|
|
11,186 |
|
|
|
5,140 |
|
|
|
5,697 |
|
Lease termination
income
|
|
|
47 |
|
|
|
40 |
|
|
|
47 |
|
|
|
40 |
|
Other income
|
|
|
516 |
|
|
|
358 |
|
|
|
262 |
|
|
|
20 |
|
Equity in net income from
unconsolidated joint venture
|
|
|
29 |
|
|
|
- |
|
|
|
29 |
|
|
|
- |
|
Total Revenues
|
|
|
41,747 |
|
|
|
42,558 |
|
|
|
21,169 |
|
|
|
21,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
operating
|
|
|
7,318 |
|
|
|
7,509 |
|
|
|
3,821 |
|
|
|
4,088 |
|
Property taxes
|
|
|
6,647 |
|
|
|
6,586 |
|
|
|
3,319 |
|
|
|
3,197 |
|
Depreciation and
amortization
|
|
|
7,177 |
|
|
|
8,026 |
|
|
|
3,608 |
|
|
|
3,671 |
|
General and
administrative
|
|
|
3,527 |
|
|
|
3,293 |
|
|
|
1,801 |
|
|
|
1,675 |
|
Acquisition
costs
|
|
|
156 |
|
|
|
- |
|
|
|
156 |
|
|
|
- |
|
Directors' fees and
expenses
|
|
|
174 |
|
|
|
166 |
|
|
|
84 |
|
|
|
78 |
|
Total Operating
Expenses
|
|
|
24,999 |
|
|
|
25,580 |
|
|
|
12,789 |
|
|
|
12,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Income
|
|
|
16,748 |
|
|
|
16,978 |
|
|
|
8,380 |
|
|
|
8,479 |
|
Non-Operating
Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
(3,622 |
) |
|
|
(3,103 |
) |
|
|
(1,784 |
) |
|
|
(1,561 |
) |
Gain on sale of marketable
securities
|
|
|
- |
|
|
|
381 |
|
|
|
- |
|
|
|
381 |
|
Other expense
|
|
|
(449 |
) |
|
|
- |
|
|
|
(389 |
) |
|
|
- |
|
Interest, dividends and other
investment income
|
|
|
50 |
|
|
|
233 |
|
|
|
29 |
|
|
|
196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
|
12,727 |
|
|
|
14,489 |
|
|
|
6,236 |
|
|
|
7,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling
interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to
noncontrolling interests
|
|
|
(154 |
) |
|
|
(229 |
) |
|
|
(76 |
) |
|
|
(114 |
) |
Net
income attributable to Urstadt Biddle Properties Inc.
|
|
|
12,573 |
|
|
|
14,260 |
|
|
|
6,160 |
|
|
|
7,381 |
|
Preferred
stock dividends
|
|
|
(6,547 |
) |
|
|
(6,547 |
) |
|
|
(3,274 |
) |
|
|
(3,274 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income Applicable to Common and Class A Common
Stockholders
|
|
$ |
6,026 |
|
|
$ |
7,713 |
|
|
$ |
2,886 |
|
|
$ |
4,107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
$ |
0.22 |
|
|
$ |
0.29 |
|
|
$ |
0.11 |
|
|
$ |
0.15 |
|
Class
A Common
|
|
$ |
0.25 |
|
|
$ |
0.32 |
|
|
$ |
0.12 |
|
|
$ |
0.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
$ |
0.22 |
|
|
$ |
0.28 |
|
|
$ |
0.10 |
|
|
$ |
0.15 |
|
Class
A Common
|
|
$ |
0.24 |
|
|
$ |
0.31 |
|
|
$ |
0.12 |
|
|
$ |
0.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
$ |
0.4400 |
|
|
$ |
0.4350 |
|
|
$ |
0.2200 |
|
|
$ |
0.2175 |
|
Class A Common
|
|
$ |
0.4850 |
|
|
$ |
0.4800 |
|
|
$ |
0.2425 |
|
|
$ |
0.2400 |
|
The accompanying notes to
consolidated financial statements are an integral part of these
statements.
URSTADT
BIDDLE PROPERTIES INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
(In
thousands)
|
|
Six Months
Ended
|
|
|
|
April
30,
|
|
|
|
2010
|
|
|
2009
|
|
Cash
Flows from Operating Activities:
|
|
|
|
|
|
|
Net
income
|
|
$ |
12,727 |
|
|
$ |
14,489 |
|
Adjustments
to reconcile net income to net cash provided
|
|
|
|
|
|
|
|
|
by operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
7,177 |
|
|
|
8,026 |
|
Straight-line rent
adjustment
|
|
|
(358 |
) |
|
|
(162 |
) |
Provisions for tenant credit
losses
|
|
|
237 |
|
|
|
142 |
|
Loss on property held for
sale
|
|
|
300 |
|
|
|
- |
|
Gain on marketable
securities
|
|
|
- |
|
|
|
(381 |
) |
Restricted stock compensation
expense and other adjustments
|
|
|
1,636 |
|
|
|
1,376 |
|
Deferred compensation
arrangement
|
|
|
(89 |
) |
|
|
(721 |
) |
Equity in net income of
unconsolidated joint venture
|
|
|
(29 |
) |
|
|
- |
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
178 |
|
|
|
151 |
|
Tenant
receivables
|
|
|
(1,497 |
) |
|
|
(1,504 |
) |
Accounts payable and accrued
expenses
|
|
|
964 |
|
|
|
814 |
|
Other assets and other
liabilities, net
|
|
|
396 |
|
|
|
(2,440 |
) |
Net Cash Flow Provided by
Operating Activities
|
|
|
21,642 |
|
|
|
19,790 |
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Acquisitions of real estate
investments
|
|
|
(8,520 |
) |
|
|
- |
|
Investments in unconsolidated
joint venture
|
|
|
(6,534 |
) |
|
|
- |
|
Net proceeds from sale of
property
|
|
|
- |
|
|
|
925 |
|
Return of deposits on real
estate investments
|
|
|
- |
|
|
|
1,100 |
|
Deposits on acquisition of real
estate investments
|
|
|
(1,154 |
) |
|
|
- |
|
Improvements to properties and
deferred charges
|
|
|
(2,652 |
) |
|
|
(888 |
) |
Distributions to noncontrolling
interests
|
|
|
(154 |
) |
|
|
(229 |
) |
Payments received on mortgage
notes receivable
|
|
|
39 |
|
|
|
35 |
|
Proceeds on sale of securities
available for sale
|
|
|
- |
|
|
|
3,620 |
|
Purchases of securities
available for sale
|
|
|
- |
|
|
|
(3,239 |
) |
Net Cash Flow Provided by (Used
in) Investing Activities
|
|
|
(18,975 |
) |
|
|
1,324 |
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Dividends paid -- Common and
Class A Common Stock
|
|
|
(12,580 |
) |
|
|
(12,310 |
) |
Dividends paid -- Preferred
Stock
|
|
|
(6,547 |
) |
|
|
(6,547 |
) |
Principal repayments on mortgage
notes payable
|
|
|
(6,206 |
) |
|
|
(12,955 |
) |
Sales of additional shares of
Common and Class A Common Stock
|
|
|
531 |
|
|
|
526 |
|
Repurchase of shares of Class A
Common Stock
|
|
|
- |
|
|
|
(506 |
) |
Proceeds from revolving credit
line borrowings
|
|
|
13,300 |
|
|
|
12,000 |
|
Net Cash Flow (Used in)
Financing Activities
|
|
|
(11,502 |
) |
|
|
(19,792 |
) |
|
|
|
|
|
|
|
|
|
Net
Increase (Decrease) In Cash and Cash Equivalents
|
|
|
(8,835 |
) |
|
|
1,322 |
|
Cash
and Cash Equivalents at Beginning of Period
|
|
|
10,340 |
|
|
|
1,664 |
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents at End of Period
|
|
$ |
1,505 |
|
|
$ |
2,986 |
|
|
|
|
|
|
|
|
|
|
Supplemental
Cash Flow Disclosures:
|
|
|
|
|
|
|
|
|
Interest Paid
|
|
$ |
3,484 |
|
|
$ |
2,981 |
|
|
|
|
|
|
|
|
|
|
The
accompanying notes to consolidated financial statements are an integral
part of these statements.
|
|
|
|
|
|
|
|
|
|
|
URSTADT
BIDDLE PROPERTIES INC.
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(In
thousands, except shares and per share data)
|
|
7.5%
Series D
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
Class A Common
Stock
|
|
|
Paid
In
|
|
|
In Excess
of |
|
|
Comprehensive
|
|
|
Stockholders’
|
|
|
|
Issued
|
|
|
Amount
|
|
|
Issued
|
|
|
Amount
|
|
|
Issued
|
|
|
Amount
|
|
|
Capital
|
|
|
Net
Income
|
|
|
Income
(loss)
|
|
|
Equity
|
|
Balances
– October 31, 2009
|
|
|
2,450,000 |
|
|
$ |
61,250 |
|
|
|
8,222,514 |
|
|
$ |
82 |
|
|
|
18,241,275 |
|
|
$ |
182 |
|
|
$ |
261,433 |
|
|
$ |
(49,150 |
) |
|
$ |
(216 |
) |
|
$ |
273,581 |
|
Comprehensive
Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income applicable to Common
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Class A common
stockholders
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,026 |
|
|
|
- |
|
|
|
6,026 |
|
Change
in unrealized gains (losses) in marketable securities
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
167 |
|
|
|
167 |
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,193 |
|
Cash
dividends paid :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock ($.4400 per
share)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,699 |
) |
|
|
- |
|
|
|
(3,699 |
) |
Class A common stock ($.4850 per
share)
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(8,882 |
) |
|
|
- |
|
|
|
(8,882 |
) |
Issuance
of shares under dividend reinvestment plan
|
|
|
- |
|
|
|
- |
|
|
|
31,554 |
|
|
|
- |
|
|
|
4,803 |
|
|
|
- |
|
|
|
531 |
|
|
|
- |
|
|
|
- |
|
|
|
531 |
|
Shares
issued under restricted stock plan
|
|
|
- |
|
|
|
- |
|
|
|
175,950 |
|
|
|
2 |
|
|
|
69,550 |
|
|
|
1 |
|
|
|
(3 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Restricted
stock compensation and other adjustments
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,636 |
|
|
|
- |
|
|
|
- |
|
|
|
1,636 |
|
Adjustments
to redeemable noncontrolling interests
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(982 |
) |
|
|
- |
|
|
|
(982 |
) |
Balances
– April 30, 2010
|
|
|
2,450,000 |
|
|
$ |
61,250 |
|
|
|
8,430,018 |
|
|
$ |
84 |
|
|
|
18,315,628 |
|
|
$ |
183 |
|
|
$ |
263,597 |
|
|
$ |
(56,687 |
) |
|
$ |
(49 |
) |
|
$ |
268,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes to consolidated financial statements are an integral
part of these statements.
|
|
NOTES
TO CONSOLIDATED FINANCIAL 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 April 30,
2010, the Company owned or had interests in 48 properties containing a total of
4.2 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 Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 810, “Consolidation”. The Company has determined that such
joint ventures should be consolidated into the consolidated financial statements
of the Company. In accordance with ASC Topic 970 “Real Estate”, joint
ventures that the Company does not control but otherwise exercises significant
influence in, are accounted for under the equity method of
accounting. See Note 6 for further discussion of the unconsolidated
joint ventures. All significant intercompany transactions and
balances have been eliminated in consolidation.
The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States 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 six month period ended April 30, 2010 are not necessarily
indicative of the results that may be expected for the year ending October 31,
2010. 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,
2009.
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, fair value estimates, and the collectibility of tenant and mortgage
notes receivables. Actual results could differ from these
estimates. The balance sheet at October 31, 2009 has been derived
from audited financial statements at that date.
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 2010 in accordance with the
provisions of the Code. Accordingly, no provision has been made for
Federal income taxes in the accompanying consolidated financial
statements.
The
Company follows the provisions of ASC Topic 740, “Income Taxes” that, among
other things, 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. ASC Topic 740 also provides guidance
on de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. Based on its evaluation,
the Company determined that it has no uncertain tax positions and no
unrecognized tax benefits as of April 30, 2010. The Company records
interest and penalties relating to unrecognized tax benefits, if any, as
interest expense. As of April 30, 2010, the fiscal tax years 2006
through and including 2009 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, marketable securities,
mortgage notes receivable and tenant receivables. The Company places
its cash and cash equivalents with high quality financial institutions and the
balances at times could exceed federally insured limits. 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 re-tenanting 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 (loss) in Stockholders’ Equity. There were no
sales of marketable securities during the six month period ended April 30,
2010.
As of
April 30, 2010, all of the Company’s marketable securities consisted of REIT
Common and Preferred Stocks. At April 30, 2010, the Company has
recorded a net unrealized loss on available for sale securities in the amount of
$49,000. The Company deems these unrealized losses to be
temporary. If and when the Company deems the unrealized losses to be
other than temporary, unrealized losses will be realized and reclassified into
earnings. The net unrealized loss at April 30, 2010 is detailed below
(In thousands):
Description:
|
|
Fair
Market Value
|
|
|
Cost
Basis
|
|
|
Net
Unrealized
Gain/(Loss)
|
|
|
Gross
Unrealized
Gains
|
|
|
Gross
Unrealized (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REIT
Common and Preferred Stocks
|
|
$ |
1,097 |
|
|
$ |
1,146 |
|
|
$ |
(49 |
) |
|
$ |
113 |
|
|
$ |
(162 |
) |
Comprehensive
Income
Comprehensive
income is comprised of net income applicable to Common and Class A Common
stockholders 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 April 30, 2010, other comprehensive income (loss)
consisted of net unrealized gain (losses) on marketable securities of
approximately ($49,000). Unrealized gains and losses included in
other comprehensive income (loss) will be reclassified into earnings as gains
and losses are realized.
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 April 30, 2010.
Property
Held for Sale
The
Company follows the provisions of ASC Topic 360, “Property, Plant, and
Equipment,” and ASC Topic 205, “Presentation of Financial
Statements”. ASC Topic 360 and ASC Topic 205 require, among other
things, that the assets and liabilities and the results of operations of the
Company’s properties that have been sold or otherwise qualify as held for sale
be classified as discontinued operations and presented separately in the
Company’s consolidated financial statements. If significant to
financial statement presentation, the Company classifies properties as held for
sale that are under contract for sale and are expected to be sold within the
next 12 months.
Earnings
Per Share
The
Company calculates basic and diluted earnings per share in accordance with the
provisions of ASC Topic 260, “Earnings Per Share.” Basic earnings per
share (“EPS”) excludes the impact of dilutive shares and is computed by dividing
net income applicable to Common and Class A Common stockholders by the weighted
average number of Common shares and Class A Common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur
if securities or other contracts to issue Common shares or Class A Common shares
were exercised or converted into Common shares or Class A Common shares and then
shared in the earnings of the Company. Since the cash dividends
declared on the Company’s Class A Common stock are higher than the dividends
declared on the Common Stock, basic and diluted EPS have been calculated using
the “two-class” method. The two-class method is an earnings
allocation formula that determines earnings per share for each class of common
stock according to the weighted average of the dividends declared, outstanding
shares per class and participation rights in undistributed
earnings.
The
following table sets forth the reconciliation between basic and diluted EPS (in
thousands):
|
|
Six
Months Ended
|
|
|
Three
Months Ended
|
|
|
|
April
30,
|
|
|
April
30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income applicable to common stockholders – basic
|
|
$ |
1,592 |
|
|
$ |
2,029 |
|
|
$ |
767 |
|
|
$ |
1,082 |
|
Effect
of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock awards
|
|
|
62 |
|
|
|
44 |
|
|
|
35 |
|
|
|
24 |
|
Net
income applicable to common stockholders – diluted
|
|
$ |
1,654 |
|
|
$ |
2,073 |
|
|
$ |
802 |
|
|
$ |
1,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
for basic EPS – weighted average common shares
|
|
|
7,100 |
|
|
|
7,053 |
|
|
|
7,168 |
|
|
|
7,062 |
|
Effect
of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
stock and other awards
|
|
|
430 |
|
|
|
245 |
|
|
|
517 |
|
|
|
256 |
|
Denominator
for diluted EPS – weighted average common equivalent
shares
|
|
|
7,530 |
|
|
|
7,298 |
|
|
|
7,685 |
|
|
|
7,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income applicable to Class A common stockholders-basic
|
|
$ |
4,434 |
|
|
$ |
5,684 |
|
|
$ |
2,119 |
|
|
$ |
3,025 |
|
Effect
of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock awards
|
|
|
(62 |
) |
|
|
(44 |
) |
|
|
(35 |
) |
|
|
(24 |
) |
Net
income applicable to Class A common stockholders – diluted
|
|
$ |
4,372 |
|
|
$ |
5,640 |
|
|
$ |
2,084 |
|
|
$ |
3,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator
for basic EPS – weighted average Class A common shares
|
|
|
17,939 |
|
|
|
17,908 |
|
|
|
17,964 |
|
|
|
17,903 |
|
Effect
of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock and other
awards
|
|
|
112 |
|
|
|
90 |
|
|
|
151 |
|
|
|
96 |
|
Denominator
for diluted EPS – weighted average Class A common equivalent
shares
|
|
|
18,051 |
|
|
|
17,998 |
|
|
|
18,115 |
|
|
|
17,999 |
|
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 the provisions of
ASC Topic 718, “Stock Compensation”, 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.
Reclassifications
Certain
prior period amounts have been reclassified to conform to the current year
presentation.
Recently
Issued Accounting Pronouncements
Adopted in Fiscal
2010
Effective
November 1, 2009, the Company adopted ASC Topic 810, “Non-controlling Interests
in Consolidated Financial Statements”. ASC Topic 810 states that the
accounting and reporting for minority interests will be re-characterized as
non-controlling interests and classified as a component of equity subject to the
provisions of the former Emerging Issues Task Force (“EITF”) Topic D-98 (Revised
March 2008). Under ASC Topic 810, net income will encompass the total income of
all consolidated subsidiaries and there will be separate disclosure on the face
of the Consolidated Statements of Income of the attribution of that income
between controlling and noncontrolling interests. Finally, increases and
decreases in noncontrolling interests will be treated as equity transactions.
The Company currently is the general partner in two consolidated limited
partnerships that have non-controlling interests. In accordance with
the terms of the partnership agreements and in connection with the adoption of
ASC Topic 810, the Company adjusted the value of non-controlling interests to
redemption value beginning on November 1, 2009.
Beginning
November 1, 2009, the Company adopted ASC Topic 805, “Business Combinations”
(formerly SFAS No. 141R, “Business Combinations”) which, 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. In addition, ASC Topic 805 requires any acquirer
of a business (investment property) to expense all acquisition costs related to
the acquisition, the amount of which will vary significantly for each potential
acquisition of property by the Company. Other than expensing
acquisition costs, the Company does not believe the adoption of ASC Topic 805
will have a material effect on financial position or results of operation of the
Company. During the first six months of fiscal 2010 the Company
incurred $156,000 in property acquisition costs.
(2) CORE
PROPERTIES
In April
2010, the Company, through a wholly owned subsidiary, acquired three contiguous
buildings containing 28,000 square feet of retail and office space in Katonah,
New York (“Katonah Village Commons”) for a cash purchase price of $8.5
million. In conjunction with the purchase the Company incurred
acquisition costs totaling $47,000 which have been expensed on the fiscal 2010
consolidated statement of income.
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 ASC Topic 805, “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 values of above-market and below-market leases are
estimated based on the differences between (i) contractual rentals and the
estimated market rents over the applicable lease term discounted back to the
date of acquisition utilizing a discount rate adjusted for the credit risk
associated with the respective tenants and (ii) the estimated cost of acquiring
such leases giving effect to the Company’s history of providing tenant
improvements and paying leasing commissions, offset by a vacancy period during
which such space would be leased. The aggregate value of in-place
leases is measured by the excess of (i) the purchase price paid for a property
after adjusting existing in-place leases to market rental rates over (ii) the
estimated fair value of the property “as-if-vacant,” determined as set forth
above.
During
fiscal 2010, the Company completed its evaluation of the acquired leases at its
three bank properties which were acquired in fiscal 2009. As a
result of its evaluation, the Company has allocated $1.8 million to a
liability associated with the net fair value assigned to the acquired leases at
the properties, which amounts represent a non-cash investing activity and are
therefore not included in the accompanying consolidated statement of cash flows
for the six months ended April 30, 2010. The Company is currently in
the process of evaluating the fair value of the in-place leases for Katonah
Village Commons. Consequently, no value has yet been assigned to
those leases. Accordingly, the purchase price allocation is
preliminary and may be subject to change.
For the
six months ended April 30, 2010 and 2009 the net amortization of above-market
and below-market leases was approximately $154,000 and $71,000, respectively,
which amounts are included in base rents in the accompanying consolidated
statements of income.
Discontinued
Operations
The
Company has adopted the provisions of ASC Topic 205, “Presentation of Financial
Statements” and ASC Topic 360, “Property, Plant, and Equipment”, which require,
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 April
2010, the Company completed the negotiations on a contract to sell two
properties for a sales price, including closing costs, of $7.8
million. In accordance with ASC Topic 205 and 360, the Company
adjusted the carrying value of the property to $7.8 million and realized a loss
on asset held for sale of approximately $300,000. The $300,000 is
included in other expense on the accompanying consolidated statement of income
for the six month and three month periods ended April 30, 2010 as the Company
determined that the amount of loss, operations and revenue of the property were
insignificant to disclose separately as discontinued operations on the
consolidated statement of income for all periods presented.
(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, and
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
the Eurodollar rate plus 0.85% to 1.15% 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. The Company was in compliance with such covenants at
April 30, 2010.
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 Secured Credit 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 was
in compliance with such covenants at April 30, 2010. 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.
In
December of 2009, the Company used available cash to repay a first mortgage note
payable secured by one of its shopping centers in the amount of $5.2
million. The first mortgage payable was due to mature on March 1,
2010; the Company had the option to prepay the balance, without penalty
beginning on December 1, 2009.
During
April 2010, the Company borrowed $13.3 million on the Facility to finance the
acquisition of Katonah Village Commons and to finance its investment in the
joint venture that owns the Putnam Plaza shopping center (see note
6).
(4) REDEEMABLE
PREFERRED STOCK
The
Company is authorized to issue up to 20,000,000 shares of Preferred
Stock. At April 30, 2010, the Company had issued and outstanding
400,000 shares of Series C Senior Cumulative Preferred Stock (Series C Preferred
Stock), 2,450,000 shares of Series D Senior Cumulative Preferred Stock (Series D
Preferred Stock) (see Note 7) 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 April 30, 2010 and October 31, 2009 (amounts in thousands, except
share data):
|
|
April
30,
2010
|
|
|
October
31,
2009
|
|
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
shares
|
|
|
57,797 |
|
|
|
57,797 |
|
Total Redeemable Preferred
Stock
|
|
$ |
96,203 |
|
|
$ |
96,203 |
|
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 2013 (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 coverage’s 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 April 30, 2010.
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.
(5)
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NON-CONTROLLING
INTERESTS.
The
Company is the general partner in two consolidated limited partnerships which
own grocery anchored shopping centers. The limited partnerships are
listed below with the Company’s approximate ownership interest in
parenthesis:
·
|
UB
Ironbound, LP (“Ironbound”) (75%)
|
·
|
UB
Stamford, LP (“Stamford”) (90%)
|
The
limited partnerships have defined termination dates of December 31, 2097 and
December 31, 2099, respectively. The partners are entitled to receive
an annual cash preference payable from available cash of the
partnerships. Any unpaid preferences accumulate and are paid from
future cash, if any. At April 30, 2010 the limited partners in
Stamford have unpaid cash preferences of approximately $2.7 million. The balance
of available cash, if any, is distributed in accordance with the respective
partner’s interests. The limited partners in Ironbound currently have
the right to require the Company to repurchase all or a portion of their
remaining limited partner interests at prices as defined in the Ironbound
partnership agreement. Effective January 1, 2010 the limited partners
in Stamford can require the Company to repurchase all or a portion of their
remaining limited partner interests at prices as defined in the Stamford
partnership agreement. Upon liquidation of the partnerships, proceeds from the
sale of partnership assets are to be distributed in accordance with the
respective partnership interests. The limited partners are not
obligated to make any additional capital contributions to the
partnerships. The Company retains an affiliate of one of the limited
partners in one of the partnerships to provide management and leasing services
to the property at an annual fee equal to two percent of rental income
collected, as defined. The limited partner interests in both
partnerships are reflected at redemption value which approximates fair value in
the accompanying consolidated financial statements as noncontrolling
interests.
Effective
November 1, 2009, the Company adopted ASC Topic 810, “Noncontrolling Interests
in Consolidated Financial Statements”. ASC Topic 810 states that the
accounting and reporting for minority interests will be re-characterized as
non-controlling interests and classified as a component of equity subject to the
provisions of the former Emerging Issues Task Force (“EITF”) Topic D-98 (Revised
March 2008). Because the limited partners in both of the Company’s
consolidated limited partnerships currently have the right to require the
Company to redeem all or a part of their limited partnership units at prices as
defined in the limited partnership agreements, the Company will report the
noncontrolling interests in the partnerships in the mezzanine section, outside
of permanent equity, of the consolidated balance sheets at redemption value
which approximates fair value. For the six months ended April 30,
2010, the Company increased the carrying value of the non-controlling interests
by $982,000 with the corresponding decrease recorded in stockholders’
equity.
The
following table sets forth the details of the Company’s redeemable
non-controlling interests at April 30, 2010 and October 31, 2009 (amounts in
thousands)
|
|
April
30,
2010
|
|
|
October
31,
2009
|
|
|
|
|
|
|
|
|
Beginning
Balance
|
|
$ |
7,259 |
|
|
$ |
7,259 |
|
Change
in Redemption Value
|
|
|
982 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Ending
Balance
|
|
$ |
8,241 |
|
|
$ |
7,259 |
|
(6)
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
In April
2010, the Company, through a wholly owned subsidiary, acquired a 66.7% undivided
equity interest in the Putnam Plaza Shopping Center (“Putnam Plaza”) for a cash
purchase price of $6.5 million including closing costs. The remaining
undivided interest in the property is owned by an unaffiliated
investor. Simultaneously to the acquisition, a $21 million
non-recourse first mortgage payable was placed on the property with the proceeds
distributed to the seller. The new mortgage has an initial term of
five years with a five year extension right at the then market interest rate as
defined. Payments of interest only are due for the first thirty
months at 6.2%. Beginning in the thirty-first month, payments of
principal and interest, at the rate of 6.2%, are required based on a twenty
seven and one half year amortization schedule.
The
minority investor in the venture has provided the first mortgage lender with a
$2 million recourse guarantee, which guarantees payment and
performance. The Company has entered into an agreement with the
minority investor whereby the Company will participate in the guarantee up to
66.7%.
The
Company accounts for its investment in the Putnam Plaza joint venture under the
equity method of accounting since it exercises significant influence, but does
not control the venture.
The
other venturer in Putnam Plaza has substantial participation rights in the
financial decisions and operation of the property, which preclude the Company
from consolidating the investment. The Company has evaluated its investment in
Putnam Plaza and has concluded that the venture is not a variable interest
entity. Under the equity method of accounting the initial investment is recorded
at cost as an investment in unconsolidated joint venture, and subsequently
adjusted for equity in net income (loss) and cash contributions and
distributions from the venture. Any difference between the carrying amount of
the investment on the Company’s balance sheet and the underlying equity in net
assets of the venture is evaluated for impairment at each reporting
period.
The
Company’s other investment in unconsolidated joint venture is a 20% economic
interest in a partnership which owns a retail and office building in Westchester
County, New York.
At April
30, 2010 and October 31, 2009 investments in unconsolidated joint ventures
consisted of the following (with the Company’s ownership percentage in
parenthesis): (amounts in thousands)
|
|
April 30,
2010
|
|
|
October 31,
2009
|
|
|
|
|
|
|
|
|
Putnam
Plaza Shopping Center (66.7%)
|
|
$ |
6,460 |
|
|
$ |
- |
|
81
Pondfield Road Company (20%)
|
|
|
723 |
|
|
|
723 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
7,183 |
|
|
$ |
723 |
|
|
|
|
|
|
|
|
|
|
(7) STOCKHOLDERS’
EQUITY
Restricted
Stock Plan
The
Company has a restricted stock plan for key employees and directors of the
Company. The restricted stock plan (“Plan”) provides for the grant of
up to 2,650,000 shares of the Company’s common equity consisting of 350,000
Common shares, 350,000 Class A Common shares and 1,950,000 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.
In
accordance with ASC Topic 718, the Company recognized compensation expense for
restricted stock awards upon the earlier of the explicit vesting period or the
date a participant first becomes eligible for retirement unless a waiver was
received by an employee over the retirement age, waving his right to continued
vesting after retirement. For non-vested restricted stock awards
granted prior to the adoption of ASC Topic 718 in 2005, the Company continues to
recognize compensation expense over the explicit vesting periods and accelerates
any remaining unrecognized compensation cost when a participant actually
retires.
In
January 2010, the Company awarded 175,950 shares of Common Stock and 69,550
shares of Class A Common Stock to participants in the Plan. The grant
date fair value of restricted stock grants awarded to participants in 2010 was
approximately $3.7 million.
A summary
of the status of the Company’s non-vested Common and Class A Common shares as of
April 30, 2010, and changes during the six months ended April 30, 2010 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, 2009
|
|
|
1,095,450 |
|
|
$ |
14.72 |
|
|
|
334,700 |
|
|
$ |
15.08 |
|
Granted
|
|
|
175,950 |
|
|
$ |
14.88 |
|
|
|
69,550 |
|
|
$ |
15.25 |
|
Vested
|
|
|
(38,300 |
) |
|
$ |
7.25 |
|
|
|
(54,300 |
) |
|
$ |
10.33 |
|
Non-vested
at April 30, 2010
|
|
|
1,233,100 |
|
|
$ |
14.97 |
|
|
|
349,950 |
|
|
$ |
15.87 |
|
As of
April 30, 2010, there was $13.9 million of unamortized restricted stock
compensation related to non-vested restricted stock grants awarded under the
Plan. The remaining unamortized expense is expected to be recognized
over a weighted average period of 5.35 years. For the six months
ended April 30, 2010 and 2009 amounts charged to compensation expense totaled
$1,514,000 and $1,256,000, respectively.
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. In December 2008, the Board of Directors further amended
the Program to allow the Company to repurchase up to 1,500,000 shares of Common
and Class A Common stock in the aggregate and to allow the Company to repurchase
shares of the Company’s Series C and Series D Senior Cumulative Preferred Stock
in open-market transactions. As of April 30, 2010, the Company had
repurchased 3,600 shares of Common Stock and 724,578 shares of Class A Common
Stock under the Program.
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 at a price of
$25.00 per share plus accrued and unpaid dividends.
(8)
FAIR VALUE MEASUREMENTS
ASC Topic
820, “Fair Value Measurements and Disclosures” defines fair value as the price
that would be received to sell an asset, or paid to transfer a liability, in an
orderly transaction between market participants.
ASC Topic
820’s valuation techniques are based on observable or unobservable inputs.
Observable inputs reflect market data obtained from independent sources, while
unobservable inputs reflect the Company’s market assumptions. These two types of
inputs have created the following fair value hierarchy:
·
|
Level
1- Quoted prices for identical instruments in active
markets
|
·
|
Level
2- Quoted prices for similar instruments in active markets; quoted prices
for identical or similar instruments in markets that are not active; and
model-derived valuations in which significant value drivers are
observable
|
·
|
Level
3- Valuations derived from valuation techniques in which significant value
drivers are unobservable
|
Marketable
debt and equity securities are valued based on quoted market prices on national
exchanges.
The
Company calculates the fair value of the redeemable non controlling interests
based on unobservable inputs considering the assumptions that market
participants would make in pricing the obligations. The inputs used include an
estimate of the fair value of the cash flow generated by the limited partnership
in which the investor owns the partnership units.
The
Company measures its redeemable noncontrolling interests and its marketable
equity and debt securities classified as available for sale securities at fair
value on a recurring basis. The fair value of these financial
instruments was determined using the following inputs at April 30, 2010 (amount
in thousands):
|
|
|
|
|
Fair Value
Measurements at Reporting Date Using
|
|
|
|
Total
|
|
|
Quoted
Prices in Active Markets for Identical Assets
(Level
1)
|
|
|
Significant
Other Observable Inputs
(Level
2)
|
|
|
Significant
Unobservable Inputs
(Level
3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable
noncontrolling interests
|
|
$ |
8,241 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
8,241 |
|
Available
for Sale Securities
|
|
|
1,097 |
|
|
|
1,097 |
|
|
|
- |
|
|
|
- |
|
Total
|
|
$ |
9,338 |
|
|
$ |
1,097 |
|
|
$ |
- |
|
|
$ |
8,241 |
|
Fair
Value of Financial Instruments
The
carrying values of cash and cash equivalents, restricted cash, tenant
receivables, prepaid expenses, other assets, accounts payable, accrued expenses,
revolving lines of credit and other liabilities are reasonable estimates of
their fair values because of the short-term nature of these
instruments.
The
estimated fair value of the mortgage note receivable collateralized by real
property is based on discounting the future cash flows at a year-end risk
adjusted lending rate that the Company would utilize for loans of similar risk
and duration. At April 30, 2010 and October 31, 2009, the estimated aggregate
fair value of the mortgage note receivable was approximately $1.3
million.
The
estimated fair value of mortgage notes payable was approximately $108 million
and $115 million at April 30, 2010 and October 31, 2009, respectively. The
estimated fair value of mortgage notes payable is based on discounting the
future cash flows at a year-end risk adjusted borrowing rate currently available
to the Company for issuance of debt with similar terms and remaining
maturities.
Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since that date and current
estimates of fair value may differ significantly from the amounts presented
herein.
(9) 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 April 30, 2010, the Company had
commitments of approximately $5.4 million for tenant related
obligations.
(10) SUBSEQUENT
EVENTS
In May
2010, the Company, through a wholly owned subsidiary, completed the purchase of
the New Milford Plaza Shopping Center (“New Milford”) for a purchase price of
$22.3 million, subject to an existing first mortgage secured by the property in
the amount of approximately $8.7 million. The Company financed its
investment in the property with available cash and a $13.2 million borrowing on
its Facility.
In March
2010, the Company paid a $350,000 deposit on a contract to purchase an
approximate 10% equity interest in a limited partnership which owns a 237,000
square foot shopping center in Westchester County, New York for approximately
$6.0 million. In addition, the Company has committed to lend the
partnership that owns the property approximately $11.6 million, which the
limited partnership will be required to use to repay $11.6 million in mortgage
and unsecured loans that the partnership currently owes. The loan to
the partnership will require monthly payments of interest only at 5.75% and will
mature on January 1, 2013. In June 2010, the Company closed on the
transaction and funded the investment with available cash and a $17.4 million
borrowing on its Facility.
On June
8, 2010, the Board of Directors of the Company declared cash dividends of $.2200
for each share of Common Stock and $.2425 for each share of Class A Common
Stock. The dividends are payable on July 16, 2010.
Item
2. Management's
Discussion and Analysis of Financial Condition and Results of
Operations
The
following discussion should be read in conjunction with the consolidated
financial statements of the Company and the notes thereto included elsewhere in
this report.
Forward
Looking Statements
This Item
2 includes certain statements that may be deemed to be “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical facts,
included in this 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 including, among other things, 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 more
detailed 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, 2009. Any forward-looking 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 April 30, 2010, the Company owned or
had interests in 48 properties containing a total of 4.2 million square feet of
GLA of which approximately 94% 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. The Company is experiencing and, in
the remainder of fiscal 2010 and fiscal 2011, expects that it could continue to
experience increased vacancy rates at some of its shopping centers and a
lengthening in the time required for releasing of vacant space, as the current
economic downturn continues to negatively affect retail
companies. However, the Company believes it is well positioned to
weather these difficulties. Notwithstanding the increase in vacancy
rates at various properties, approximately 94% of the Company’s portfolio
remains leased. The Company has a strong capital structure with no debt maturing
in the next 12 months. The Company expects to continue to explore acquisition
opportunities that might present themselves during this economic downturn
consistent with its business strategy.
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 that 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, 2009 included in the Company’s Annual Report on Form 10-K for the year ended
October 31, 2009.
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 six month periods ended April 30,
2010 and 2009 the Company increased its allowance for doubtful accounts by
$237,000 and $142,000, 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 April 30, 2010.
Liquidity
and Capital Resources
At April
30, 2010, the Company had unrestricted cash and cash equivalents of $1.5 million
compared to $10.3 million at October 31, 2009. The Company's sources
of liquidity and capital resources include its cash and cash equivalents,
proceeds from bank borrowings and long-term mortgage debt, capital financings
and sales of real estate investments. Payments of expenses related to real
estate operations, debt service, management and professional fees, and dividend
requirements place demands on the Company's short-term liquidity.
The
Company is currently experiencing a reduction of rental revenues as a result of
tenant vacancies at some of the Company’s properties in fiscal 2009 and until
these vacancies are re-leased and those new tenants begin to pay rent the
Company’s cash flow will continue to be negatively
affected. Currently the Company is paying approximately 93% of its
funds from operations out to shareholders in the form of common stock
dividends. Although the Company does not anticipate having to reduce
its dividend on common stock, and has no plans to do so, a further significant
decline in rental revenue, without a corresponding reduction in expenses, could
lead the Company to conclude that it should reduce its common stock dividend
until rental revenues return to pre fiscal 2009 levels.
As a
result of the Company’s conservative capital structure, the Company has not been
significantly affected by the recent turmoil in the credit
markets. The Company maintains a ratio of total debt to total assets
of under 25% which has allowed the Company to obtain additional secured mortgage
borrowings if necessary. The Company’s earliest significant fixed
rate debt maturity is not due until 2011. As of April 30, 2010, the
Company has loan availability of $66.7 million on its two revolving lines of
credit.
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 2010 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 over time 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 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 $21.6 million in the six
months ended April 30, 2010, compared to $19.8 million in the comparable period
of fiscal 2009. The net increase in operating cash flows in fiscal 2010 compared
with the corresponding prior period was due primarily to the
following: a) the receipt of a $2.0 million receivable, which was
included in other assets at October 31, 2009, relating to a condemnation award
the Company received in fiscal 2009.
Investing
Activities
Net cash
flows used by investing activities amounted to $19.0 million in the first six
months of fiscal 2010 compared to net cash provided by investing activities of
$1.3 million in the comparable period of fiscal 2009. The increase in cash flows
used by investing activities was primarily the result of the Company purchasing
one real estate property in the amount of $8.5 million, one joint venture
interest in another property in the amount of $6.5 million in fiscal 2010 and
making deposits of $1.2 million on potential acquisitions in the first six
months of fiscal 2010.
The
Company invests in its properties and regularly pays for capital expenditures
for property improvements, tenant costs and leasing commissions.
Financing
Activities
Net cash
flows used in financing activities amounted to $11.5 million in the first six
months of fiscal 2010 compared to $19.8 million in the comparable period of
fiscal 2009. The decrease in net cash used by financing activities from fiscal
2009 to fiscal 2010 was attributable to an increase in the annualized dividend
rate on the Company’s outstanding Common and Class A Common stock of $0.01 per
share and the repayment of a mortgage note payable in March of 2009 in the
amount of $12.1 million verses the repayment in December 2009 of a mortgage note
payable in the amount of $5.2 million.
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
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
$110.2 million consists entirely of fixed rate mortgage loan indebtedness with a
weighted average interest rate of 6.1% at April 30, 2010. The mortgage loans
with fixed interest rates are secured by 9 properties with a net book value of
$156 million and have fixed rates of interest ranging from 5.5% to
7.3%. The Company made principal payments of $6.2 million (including
the repayment of a mortgage note payable in the amount of $5.2 million) in the
six months ended April 30, 2010 compared to $13.0 million (including the
repayment of a mortgage note payable in the amount of $12.1) million in the
comparable period of fiscal 2009. 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.
The
Company has a $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 the Eurodollar rate plus 0.85% to 1.15% 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 April 30,
2010, the Company was in compliance with such covenants on the Unsecured
Facility and the secured facility discussed below.
The
Company also has a secured revolving credit facility with a commercial bank (the
“Secured Facility”) which provides for borrowings of up to $30
million. The maturity date of the Secured Facility is April 15,
2011. 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.
As of
June 9, 2010 the Company has approximately $36 million available to be drawn
down under its two revolving credit facilities.
Off-Balance
Sheet Arrangements
The
Company has two off-balance sheet investments in real estate property including
its recent acquisition of a 66.7% equity interest in the Putnam Plaza shopping
center and a 20% economic interest in a partnership that owns a retail real
estate investment. These unconsolidated joint ventures are accounted
for under the equity method of accounting as we have the ability to exercise
significant influence, but not control the operating and financial decisions of
these investments. Our off-balance sheet arrangements are discussed in
Note 6, “Investment in Unconsolidated Joint Ventures” in the accompanying
financial statements.
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 six months ended April 30, 2010, the Company paid
approximately $2.7 million for property improvements, tenant improvement and
leasing commission costs (approximately $800,000 representing recurring property
improvements and approximately $1.9 million related to new tenant space
improvements and leasing costs). The amounts of these expenditures
can vary significantly depending on tenant negotiations, market conditions and
rental rates. The Company expects to incur approximately $5.4 million
predominantly for anticipated capital improvements and leasing costs related to
new tenant leases during the balance of fiscal 2010 and fiscal 2011. These
expenditures are expected to be funded from operating cash flows or bank
borrowings.
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).
In
December 2009, the Company extended both non-core properties leases seven years
through December 2016. Net rents on the St. Louis property (192,000
sf) were decreased to $3.40 per square foot in years 1-5 and $3.90 per square
foot in years 6-7 versus $3.98 per square foot previously. Net rents
on the Dallas property (255,000 sf) were decreased to $3.71 per square foot in
years 1-5 and $4.25 per square foot in years 6-7 versus $4.21 per square foot
previously. Neither lease contains an option for a term extension
beyond 2016. The effective date of both extensions was January 1,
2010. Currently the properties are used as parts distribution
facilities for the parts and service division of Chrysler Group
LLC.
The
Company will consider selling 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 April 30, 2010,
the two remaining non-core properties have a net book value of approximately
$492,000.
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.
Beginning
November 1, 2009, the Company adopted ASC Topic 805, “Business Combinations”
which, among other things, requires any acquirer of a business (investment
property) to expense all acquisition costs related to the acquisition, the
amount of which will vary significantly for each potential acquisition of
property by the Company. Accordingly, in fiscal 2010 the costs of
completed acquisitions will reduce the Company’s FFO, whereas these acquisition
costs did not reduce FFO in prior periods. For the six months ended
April 30, 2010 the Company expensed $156,000 in acquisition costs related to
completed acquisitions.
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 six months and three
months ended April 30, 2010 and 2009 (amounts in thousands).
|
|
Six
Months Ended
April
30,
|
|
|
Three
Months Ended
April
30,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
Net
Income Applicable to Common and Class A Common
Stockholders
|
|
$ |
6,026 |
|
|
$ |
7,713 |
|
|
$ |
2,886 |
|
|
$ |
4,107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real
property depreciation
|
|
|
5,677 |
|
|
|
5,737 |
|
|
|
2,847 |
|
|
|
2,907 |
|
Amortization
of tenant improvements and allowances
|
|
|
1,244 |
|
|
|
1,856 |
|
|
|
633 |
|
|
|
692 |
|
Amortization
of deferred leasing costs
|
|
|
231 |
|
|
|
402 |
|
|
|
118 |
|
|
|
101 |
|
Loss
on assets held for sale
|
|
|
300 |
|
|
|
- |
|
|
|
300 |
|
|
|
- |
|
Funds
from Operations Applicable to Common and Class A Common
Stockholders
|
|
$ |
13,478 |
|
|
$ |
15,708 |
|
|
$ |
6,784 |
|
|
$ |
7,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by (Used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Activities
|
|
$ |
21,642 |
|
|
$ |
19.790 |
|
|
$ |
11,134 |
|
|
$ |
11,696 |
|
Investing
Activities
|
|
$ |
(18,975 |
) |
|
$ |
1,324 |
|
|
$ |
(17,937 |
) |
|
$ |
(25 |
) |
Financing
Activities
|
|
$ |
(11,502 |
) |
|
$ |
(19,792 |
) |
|
$ |
3,490 |
|
|
$ |
(9,785 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO
amounted to $13.5 million in the first half of fiscal 2010 compared to $15.7
million in the first half of fiscal 2009. The net decrease in FFO is
attributable, among other things, to: a) a decrease from the beginning of fiscal
2009 in the leased and occupancy percentage at some of the Company’s core
properties which resulted in a reduction in base rent billed, and common area
maintenance and real estate tax reimbursement revenue billed and accrued at some
of our properties owned in both periods; b) a reduction in investment income and
gain on sale of securities in the combined amount of $600,000 relating to the
purchase and sale of marketable securities in the second quarter of fiscal 2009;
c) an increase in interest expense from two mortgages the Company entered into
in fiscal 2009; d) an increase in general and administrative expenses
predominantly related to an increase in restricted stock amortization expense;
and e) $156,000 in acquisition costs related to the recently completed
acquisitions, that prior to the beginning of fiscal 2010, were capitalized under
generally accepted accounting principles. (See more detailed
explanations which follow).
Results
of Operations
The
following information summarizes the Company’s results of operations for the six
month and three month periods ended April 30, 2010 and 2009 (amounts in
thousands):
|
|
Six
Months Ended
|
|
|
|
|
|
|
April
30,
|
|
|
|
|
Revenues
|
|
2010
|
|
|
2009
|
|
|
Increase
(Decrease)
|
|
|
%
Change
|
|
Base
rents
|
|
$ |
31,191 |
|
|
$ |
30,974 |
|
|
$ |
217 |
|
|
|
0.7 |
% |
Recoveries
from tenants
|
|
|
9,964 |
|
|
|
11,186 |
|
|
|
(1,222 |
) |
|
|
(10.9 |
)% |
Mortgage
interest and other
|
|
|
516 |
|
|
|
358 |
|
|
|
158 |
|
|
|
44.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
operating expenses
|
|
|
7,318 |
|
|
|
7,509 |
|
|
|
(191 |
) |
|
|
(2.5 |
)% |
Property
taxes
|
|
|
6,647 |
|
|
|
6,586 |
|
|
|
61 |
|
|
|
0.9 |
% |
Depreciation
and amortization
|
|
|
7,177 |
|
|
|
8,026 |
|
|
|
(849 |
) |
|
|
(10.6 |
)% |
General
and administrative expenses
|
|
|
3,527 |
|
|
|
3,293 |
|
|
|
234 |
|
|
|
7.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income/Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
3,622 |
|
|
|
3,103 |
|
|
|
519 |
|
|
|
16.7 |
% |
Interest,
dividends and other investment income
|
|
|
50 |
|
|
|
233 |
|
|
|
(183 |
) |
|
|
(78.5 |
)% |
|
|
Three
Months Ended
|
|
|
|
|
|
|
April
30,
|
|
|
|
|
Revenues
|
|
2010
|
|
|
2009
|
|
|
Increase
(Decrease)
|
|
|
%
Change
|
|
Base
rents
|
|
$ |
15,691 |
|
|
$ |
15,431 |
|
|
$ |
260 |
|
|
|
1.7 |
% |
Recoveries
from tenants
|
|
|
5,140 |
|
|
|
5,697 |
|
|
|
(557 |
) |
|
|
(9.8 |
)% |
Mortgage
interest and other
|
|
|
262 |
|
|
|
20 |
|
|
|
242 |
|
|
|
1210.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
operating expenses
|
|
|
3,821 |
|
|
|
4,088 |
|
|
|
(267 |
) |
|
|
(6.5 |
)% |
Property
taxes
|
|
|
3,319 |
|
|
|
3,197 |
|
|
|
122 |
|
|
|
3.8 |
% |
Depreciation
and amortization
|
|
|
3,608 |
|
|
|
3,671 |
|
|
|
(63 |
) |
|
|
(1.7 |
)% |
General
and administrative expenses
|
|
|
1,801 |
|
|
|
1,675 |
|
|
|
126 |
|
|
|
7.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income/Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
|
1,784 |
|
|
|
1,561 |
|
|
|
223 |
|
|
|
14.3 |
% |
Interest,
dividends and other investment income
|
|
|
29 |
|
|
|
196 |
|
|
|
(167 |
) |
|
|
(85.2 |
)% |
Revenues
Base
rents increased by 0.7% to $31.2 million for the six month period ended April
30, 2010 as compared with $31.0 million in the comparable period of
2009. Base rents increased 1.7% to $15.7 million for the three months
ended April 30, 2010 as compared with $15.4 million in the comparable period of
2009. The change in base rentals and the changes in other income
statement line items were attributable to:
Properties Held in Both
Periods:
The net
increase in base rents for properties held during the six month and three month
periods ended April 30, 2010 compared to the same periods in fiscal 2009, was a
result of an increase in rental rates for in place leases for existing tenants
over the periods offset by an increase in vacancies occurring in fiscal 2009 at
several of the Company’s core properties which resulted in a loss in
base rental revenue for the first six months of fiscal 2010 when compared with
the corresponding period of fiscal 2009. For the first six months of
fiscal 2010, the Company leased or renewed approximately 640,000 square feet (or
approximately 15.4% of total property leasable area). At April 30,
2010 the Company’s core properties were approximately 94%
leased. Overall core property occupancy increased to 92% at April 30,
2010 from 91% at April 30, 2009.
In the
six month and three month periods ended April 30, 2010, recoveries from tenants
for properties owned in both periods (which represents reimbursements from
tenants for operating expenses and property taxes) decreased by $1,222,000 and
$557,000, respectively compared to the corresponding periods in
fiscal 2009. This decrease was a result of a decrease in the leased percentage
at some of the Company’s properties that reduced the rate at which the Company
could bill and accrue common area maintenance and real estate tax revenue to its
tenants under its leases.
Expenses
Operating
expenses and real estate taxes for properties held in both periods were
relatively unchanged in the six month and three month periods ended April 30,
2010 when compared with the same periods of fiscal 2009.
Interest
expense increased by a net $519,000 and $223,000, in the six month and three
month periods ended April 30, 2010, respectively when compared to corresponding
periods in fiscal 2009 as a result of the Company mortgaging a previously free
and clear property in September 2009 in the amount of $17.8 million and
increasing the size of another one of its mortgages from approximately $12
million to $18.9 million in May 2009. This increase was offset by
scheduled principal payments on mortgage notes payable in the amount of $1.0
million for the six months ended April 30, 2010 and the repayment of a mortgage
note payable in the amount of $5.2 million in December 2009 (fiscal 2010) and
$12.1 million in March of 2009.
Depreciation
and amortization expense from properties held in both periods decreased by
$849,000 and $ 63,000 during the six month and three month periods ended April
30, 2010, respectively compared to the corresponding periods of fiscal 2009 as a
result of the acceleration of depreciation and amortization on tenant
improvements and deferred leasing charges related to two lease terminations in
the first quarter of fiscal 2009.
General
and administrative expenses increased by $234,000 and $126,000 in the six month
and three month periods ended April 30, 2010, respectively compared to the
corresponding periods in fiscal 2009, primarily due to an increase in restricted
stock compensation amortization expense.
Inflation
The
Company’s long-term leases contain provisions to mitigate the adverse impact of
inflation on its operating results. Such provisions include clauses entitling
the Company to receive (a) scheduled base rent increases and (b) percentage
rents based upon tenants’ gross sales, which generally increase as prices rise.
In addition, many of the Company’s non-anchor leases are for terms of less than
ten years, which permits the Company to seek increases in rents upon renewal at
then current market rates if rents provided in the expiring leases are below
then existing market rates. Most of the Company’s leases require tenants to pay
a share of operating expenses, including common area maintenance, real estate
taxes, insurance and utilities, thereby reducing the Company’s exposure to
increases in costs and operating expenses resulting from inflation.
Environmental
Matters
Based
upon management’s ongoing review of its properties, management is not aware of
any environmental condition with respect to any of the Company’s properties 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 that were previously unknown, (b) changes in law, (c) the conduct of
tenants or (d) activities relating to properties in the vicinity of the
Company’s properties, will not expose the Company to material liability in the
future. Changes in laws increasing the potential liability for environmental
conditions existing on properties or increasing the restrictions on discharges
or other conditions may result in significant unanticipated expenditures or may
otherwise adversely affect the operations of the Company’s tenants, which could
adversely affect the Company’s financial condition and results of
operations.
Item
3. Quantitative
and Qualitative Disclosures about Market Risk
Market
risk is the exposure to loss resulting from changes in interest rates, foreign
currency exchange rates, commodity prices and equity prices. The
primary market risk to which we are exposed is interest rate risk, which is
sensitive to many factors, including governmental monetary and tax policies,
domestic and international economic and political considerations and other
factors that are beyond the Company’s control.
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
April 30, 2010, the Company had $13.3 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 6.0% on its fixed
rate debt is not materially different from current fair market interest rates
for debt instruments with similar risks and maturities.
Item
4. Controls
and Procedures
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 April 30, 2010, there were no significant 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.
PART
II – OTHER INFORMATION
Item
1. Legal
Proceedings
The
Company is not involved in any litigation that in management’s opinion would
result in a material adverse effect on the Company’s ownership, management or
operation of its properties.
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds
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. In December 2008, the Board of Directors further amended
the Program to allow the Company to repurchase up to 1,500,000 shares of Common
and Class A Common Stock in the aggregate. In addition, the Board of
Directors amended the Program to allow the Company to repurchase shares of the
Company’s Series C and Series D Senior Cumulative Preferred Stock (Preferred
Stock) in open market transactions. There were no purchases of either
Common, Class A Common Stock or Preferred Stock under the Program during any
month in the quarter ended April 30, 2010 and there is no assurance that the
Company will repurchase the full amount of shares authorized. Any
combination of either Common Stock, Class A Common Stock or Preferred Stock not
exceeding 771,822 shares, in the aggregate, may yet be purchased under the
Program.
Item
6. Exhibits
31.1
|
Certification
of the Chief Executive Officer of Urstadt Biddle Properties Inc. pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
|
|
|
31.2
|
Certification
of the Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
|
|
|
32
|
Certification
of the Chief Executive Officer and Chief Financial Officer of Urstadt
Biddle Properties Inc. pursuant to Section 906 of Sarbanes-Oxley Act of
2002.
|
10.1
|
Amended
and Restated Dividend Reinvestment and Share Purchase Plan as approved by
the Company’s stockholders on March 9, 2010 (incorporated herein by
reference to the Company’s Registration Statement on Form S-3 (SEC File
No. 333-165811))
|
10.2
|
Amended
and Restated Restricted Stock Award Plan as approved by the Company’s
stockholders on March 9, 2010 (incorporated herein by reference to the
Company’s Registration Statement on Form S-8 (SEC File No.
333-165807))
|
|
|
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:
June 9, 2010
|
and
Principal Accounting Officer)
|
EXHIBIT
INDEX
Exhibit
No.
31.1
|
Certification
of the Chief Executive Officer of Urstadt Biddle Properties Inc. pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
|
|
|
31.2
|
Certification
of the Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended.
|
|
|
32
|
Certification
of the Chief Executive Officer and Chief Financial Officer of Urstadt
Biddle Properties Inc. pursuant to Section 906 of Sarbanes-Oxley Act of
2002
|
|
|
10.1
|
Amended
and Restated Dividend Reinvestment and Share Purchase Plan as approved by
the Company’s stockholders on March 9, 2010 (incorporated herein by
reference to the Company’s Registration Statement on Form S-3 (SEC File
No. 333-165811))
|
|
|
10.2
|
Amended
and Restated Restricted Stock Award Plan as approved by the Company’s
stockholders on March 9, 2010 (incorporated herein by reference to the
Company’s Registration Statement on Form S-8 (SEC File No.
333-165807))
|