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)
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
|
|
Urstadt Biddle Properties Inc.
|
|
|
|
|
|
|
|
Part I. Financial Information
|
|
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 2.
|
|
|
|
Item 3.
|
|
|
|
Item 4.
|
|
|
|
|
|
Part II. Other Information
|
|
|
|
Item 1.
|
|
|
|
Item 2.
|
|
|
|
Item 6.
|
|
|
|
Signatures
|
|
Six Months Ended
|
Three Months Ended
|
||||||||||||||
|
April 30,
|
April 30,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
Revenues
|
|
|
|
|
||||||||||||
Base rents
|
$
|
34,359
|
$
|
33,857
|
$
|
17,271
|
$
|
17,143
|
||||||||
Recoveries from tenants
|
11,887
|
10,130
|
5,564
|
4,828
|
||||||||||||
Lease termination income
|
24
|
87
|
24
|
-
|
||||||||||||
Other income
|
1,100
|
1,095
|
375
|
514
|
||||||||||||
Total Revenues
|
47,370
|
45,169
|
23,234
|
22,485
|
||||||||||||
|
||||||||||||||||
Expenses
|
||||||||||||||||
Property operating
|
9,695
|
7,155
|
4,437
|
3,436
|
||||||||||||
Property taxes
|
7,537
|
7,454
|
3,729
|
3,702
|
||||||||||||
Depreciation and amortization
|
8,382
|
8,383
|
4,227
|
4,171
|
||||||||||||
General and administrative
|
4,146
|
3,808
|
1,994
|
1,861
|
||||||||||||
Acquisition costs
|
278
|
310
|
125
|
225
|
||||||||||||
Directors' fees and expenses
|
180
|
140
|
72
|
69
|
||||||||||||
Total Operating Expenses
|
30,218
|
27,250
|
14,584
|
13,464
|
||||||||||||
|
||||||||||||||||
Operating Income
|
17,152
|
17,919
|
8,650
|
9,021
|
||||||||||||
|
||||||||||||||||
Non-Operating Income (Expense):
|
||||||||||||||||
Interest expense
|
(4,243
|
)
|
(4,320
|
)
|
(2,023
|
)
|
(2,285
|
)
|
||||||||
Equity in net income (loss) from unconsolidated joint ventures
|
601
|
(166
|
)
|
419
|
(192
|
)
|
||||||||||
Interest, dividends and other investment income
|
1,242
|
449
|
510
|
224
|
||||||||||||
|
||||||||||||||||
Net Income
|
14,752
|
13,882
|
7,556
|
6,768
|
||||||||||||
|
||||||||||||||||
Noncontrolling interests:
|
||||||||||||||||
Net income attributable to noncontrolling interests
|
(317
|
)
|
(171
|
)
|
(135
|
)
|
(94
|
)
|
||||||||
Net income attributable to Urstadt Biddle Properties Inc.
|
14,435
|
13,711
|
7,421
|
6,674
|
||||||||||||
Preferred stock dividends
|
(7,890
|
)
|
(6,547
|
)
|
(3,929
|
)
|
(3,274
|
)
|
||||||||
Redemption of preferred stock
|
(4,165
|
)
|
-
|
(406
|
)
|
-
|
||||||||||
|
||||||||||||||||
Net Income Applicable to Common and Class A Common Stockholders
|
$
|
2,380
|
$
|
7,164
|
$
|
3,086
|
$
|
3,400
|
||||||||
|
||||||||||||||||
Basic Earnings Per Share:
|
||||||||||||||||
Common
|
$
|
.07
|
$
|
.24
|
$
|
.09
|
$
|
.11
|
||||||||
Class A Common
|
$
|
.08
|
$
|
.26
|
$
|
.10
|
$
|
.12
|
||||||||
|
||||||||||||||||
Diluted Earnings Per Share:
|
||||||||||||||||
Common
|
$
|
.07
|
$
|
.23
|
$
|
.09
|
$
|
.11
|
||||||||
Class A Common
|
$
|
.08
|
$
|
.25
|
$
|
.10
|
$
|
.12
|
||||||||
|
||||||||||||||||
Dividends Per Share:
|
||||||||||||||||
Common
|
$
|
.4500
|
$
|
.4500
|
$
|
.2250
|
$
|
.2250
|
||||||||
Class A Common
|
$
|
.5000
|
$
|
.4950
|
$
|
.2500
|
$
|
.2475
|
|
Six Months Ended
|
Three Months Ended
|
||||||||||||||
|
April 30,
|
April 30,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
|
|
|
|
|
||||||||||||
Net Income
|
$
|
14,752
|
$
|
13,882
|
$
|
7,556
|
$
|
6,768
|
||||||||
|
||||||||||||||||
Other comprehensive income:
|
||||||||||||||||
Change in unrealized gain in marketable equity securities
|
1,613
|
37
|
968
|
(10
|
)
|
|||||||||||
Change in unrealized loss on interest rate swaps
|
23
|
44
|
(11
|
)
|
26
|
|||||||||||
|
||||||||||||||||
Total comprehensive income
|
16,388
|
13,963
|
8,513
|
6,784
|
||||||||||||
Comprehensive income attributable to noncontrolling interests
|
(317
|
)
|
(171
|
)
|
(135
|
)
|
(94
|
)
|
||||||||
|
||||||||||||||||
Total Comprehensive income attributable to Urstadt Biddle Properties Inc.
|
16,071
|
13,792
|
8,378
|
6,690
|
||||||||||||
Preferred stock dividends
|
(7,890
|
)
|
(6,547
|
)
|
(3,929
|
)
|
(3,274
|
)
|
||||||||
Redemption of preferred stock
|
(4,165
|
)
|
-
|
(406
|
)
|
-
|
||||||||||
|
||||||||||||||||
Total comprehensive income applicable to Common and Class A Common Stockholders
|
$
|
4,016
|
$
|
7,245
|
$
|
4,043
|
$
|
3,416
|
|
Six Months Ended
|
|||||||
|
April 30,
|
|||||||
|
2013
|
2012
|
||||||
Cash Flows from Operating Activities:
|
|
|
||||||
Net income
|
$
|
14,752
|
$
|
13,882
|
||||
Adjustments to reconcile net income to net cash provided
|
||||||||
by operating activities:
|
||||||||
Depreciation and amortization
|
8,382
|
8,383
|
||||||
Straight-line rent adjustment
|
(49
|
)
|
(265
|
)
|
||||
Provisions for tenant credit losses
|
476
|
252
|
||||||
Restricted stock compensation expense and other adjustments
|
2,027
|
1,856
|
||||||
Deferred compensation arrangement
|
2
|
9
|
||||||
Equity in net (income)/loss of unconsolidated joint ventures
|
(601
|
)
|
166
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Tenant receivables
|
(1,232
|
)
|
270
|
|||||
Accounts payable and accrued expenses
|
670
|
667
|
||||||
Other assets and other liabilities, net
|
649
|
(146
|
)
|
|||||
Restricted Cash
|
(482
|
)
|
(1
|
)
|
||||
Net Cash Flow Provided by Operating Activities
|
24,594
|
25,073
|
||||||
|
||||||||
Cash Flows from Investing Activities:
|
||||||||
Acquisitions of real estate investments
|
(14,219
|
)
|
(5,432
|
)
|
||||
Investments in and advances to unconsolidated joint ventures
|
(18,003
|
)
|
(794
|
)
|
||||
Repayment of advance to unconsolidated joint venture
|
13,170
|
-
|
||||||
Purchase of marketable securities available for sale
|
(27,863
|
)
|
-
|
|||||
Return of deposits on acquisitions of real estate
|
400
|
843
|
||||||
Deposits on acquisition of real estate investments
|
(414
|
)
|
(21
|
)
|
||||
Improvements to properties and deferred charges
|
(2,683
|
)
|
(3,023
|
)
|
||||
Net proceeds from the sale of property
|
4,475
|
-
|
||||||
Distributions to noncontrolling interests
|
(317
|
)
|
(171
|
)
|
||||
Distributions from unconsolidated joint ventures
|
416
|
236
|
||||||
Payments received on mortgage note and other receivables
|
562
|
529
|
||||||
Net Cash Flow (Used in) Investing Activities
|
(44,476
|
)
|
(7,833
|
)
|
||||
|
||||||||
Cash Flows from Financing Activities:
|
||||||||
Dividends paid -- Common and Class A Common Stock
|
(15,826
|
)
|
(14,354
|
)
|
||||
Dividends paid -- Preferred Stock
|
(7,890
|
)
|
(6,547
|
)
|
||||
Principal repayments on mortgage notes payable
|
(1,450
|
)
|
(4,990
|
)
|
||||
Return of escrow deposit
|
1,286
|
-
|
||||||
Repayment of revolving credit line borrowings
|
(11,600
|
)
|
(27,950
|
)
|
||||
Proceeds from revolving credit line borrowings
|
-
|
8,000
|
||||||
Proceeds from mortgage note payable and other loans
|
-
|
28,000
|
||||||
Repurchase of shares of Common Stock
|
(18
|
)
|
-
|
|||||
Sales of additional shares of Common and Class A Common Stock
|
123
|
146
|
||||||
Net Cash Flow (Used in) Financing Activities
|
(35,375
|
)
|
(17,695
|
)
|
||||
|
||||||||
Net (Decrease) In Cash and Cash Equivalents
|
(55,257
|
)
|
(455
|
)
|
||||
Cash and Cash Equivalents at Beginning of Period
|
78,092
|
4,529
|
||||||
|
||||||||
Cash and Cash Equivalents at End of Period
|
$
|
22,835
|
$
|
4,074
|
||||
|
||||||||
Supplemental Cash Flow Disclosures:
|
||||||||
Interest Paid
|
$
|
4,041
|
$
|
4,244
|
||||
|
|
7.5% Series D
Preferred Stock
Issued
|
7.5% Series D Preferred Stock
Amount
|
7.125% Series F
Preferred Stock
Issued
|
7.125% Series F
Preferred Stock
Amount
|
Common Stock
Issued
|
Common Stock
Amount
|
Class A Common Stock
Issued
|
Class A Common
Stock
Amount
|
Additional Paid In
Capital
|
Cumulative Distributions In Excess of Net
Income
|
Accumulated Other Comprehensive
Income (loss)
|
Total Stockholders'
Equity
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
Balances – October 31, 2012
|
2,450,000
|
$
|
61,250
|
5,175,000
|
$
|
129,375
|
8,854,465
|
$
|
89
|
23,460,880
|
$
|
235
|
$
|
362,777
|
$
|
(90,701
|
)
|
$
|
(17
|
)
|
$
|
463,008
|
||||||||||||||||||||||||||
Net income applicable to Common and Class A common stockholders
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,380
|
2,380
|
|||||||||||||||||||||||||||||||||||||
Change in unrealized gains on marketable securities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,613
|
1,613
|
||||||||||||||||||||||||||||||||||||
Change in unrealized losses on interest rate swap
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
23
|
23
|
||||||||||||||||||||||||||||||||||||
Cash dividends paid :
|
||||||||||||||||||||||||||||||||||||||||||||||||
Common stock ($.45 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,064
|
)
|
(4,064
|
)
|
|||||||||||||||||||||||||||||||||||
Class A common stock ($.50 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(11,762
|
)
|
(11,762
|
)
|
|||||||||||||||||||||||||||||||||||
Issuance of shares under dividend reinvestment plan
|
-
|
-
|
-
|
-
|
2,846
|
-
|
3,412
|
-
|
123
|
-
|
-
|
123
|
||||||||||||||||||||||||||||||||||||
Shares issued under restricted stock plan
|
-
|
-
|
-
|
-
|
175,950
|
1
|
64,100
|
-
|
(1
|
)
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||
Repurchase of common stock
|
-
|
-
|
-
|
-
|
(1,000
|
)
|
-
|
-
|
-
|
(18
|
)
|
-
|
-
|
(18
|
)
|
|||||||||||||||||||||||||||||||||
Forfeiture of restricted stock
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,000
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||
Restricted stock compensation and other adjustments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,026
|
2,026
|
||||||||||||||||||||||||||||||||||||||
Adjustments to redeemable noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,566
|
)
|
- |
(1,566
|
)
|
||||||||||||||||||||||||||||||||||
Balances – April 30, 2013
|
2,450,000
|
$
|
61,250
|
5,175,000
|
$
|
129,375
|
9,032,261
|
$
|
90
|
23,527,392
|
$
|
235
|
$
|
364,907
|
$
|
(105,713
|
)
|
$
|
1,619
|
$
|
451,763
|
Description:
|
Fair Market
Value
|
Cost
Basis
|
Net Unrealized
Gain/(Loss)
|
Gross
Unrealized
Gains
|
Gross Unrealized
(Loss)
|
|||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Preferred Security Investment Funds
|
$
|
29,466
|
$
|
27,863
|
$
|
1,603
|
$
|
1,603
|
$
|
-
|
||||||||||
REIT Preferred Stocks
|
994
|
947
|
47
|
47
|
-
|
|||||||||||||||
Total Marketable Securities
|
$
|
30,460
|
$
|
28,810
|
$
|
1,650
|
$
|
1,650
|
$
|
-
|
||||||||||
|
Buildings
|
30-40 years
|
Property Improvements
|
10-20 years
|
Furniture/Fixtures
|
3-10 years
|
Tenant Improvements
|
Shorter of lease term or their useful life
|
|
Six Months Ended
|
Three Months Ended
|
||||||||||||||
|
April 30,
|
April 30,
|
||||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
Numerator
|
|
|
|
|
||||||||||||
Net income applicable to common stockholders – basic
|
$
|
540
|
$
|
1,761
|
$
|
701
|
$
|
836
|
||||||||
Effect of dilutive securities:
|
||||||||||||||||
Restricted Stock awards
|
38
|
118
|
55
|
64
|
||||||||||||
Net income applicable to common stockholders – diluted
|
$
|
578
|
$
|
1,879
|
$
|
756
|
$
|
900
|
||||||||
|
||||||||||||||||
Denominator
|
||||||||||||||||
Denominator for basic EPS – weighted average common shares
|
7,544
|
7,368
|
7,545
|
7,369
|
||||||||||||
Effect of dilutive securities:
|
||||||||||||||||
Restricted stock awards
|
773
|
745
|
866
|
868
|
||||||||||||
Denominator for diluted EPS – weighted average common equivalent shares
|
8,317
|
8,113
|
8,411
|
8,237
|
||||||||||||
|
||||||||||||||||
Numerator
|
||||||||||||||||
Net income applicable to Class A common stockholders-basic
|
$
|
1,840
|
$
|
5,403
|
$
|
2,385
|
$
|
2,564
|
||||||||
Effect of dilutive securities:
|
||||||||||||||||
Restricted Stock awards
|
(38
|
)
|
(118
|
)
|
(55
|
)
|
(64
|
)
|
||||||||
Net income applicable to Class A common stockholders – diluted
|
$
|
1,802
|
$
|
5,285
|
$
|
2,330
|
$
|
2,500
|
||||||||
|
||||||||||||||||
Denominator
|
||||||||||||||||
Denominator for basic EPS – weighted average Class A common shares
|
23,120
|
20,553
|
23,121
|
20,554
|
||||||||||||
Effect of dilutive securities:
|
||||||||||||||||
Restricted stock awards
|
208
|
195
|
246
|
232
|
||||||||||||
Denominator for diluted EPS – weighted average Class A common equivalent shares
|
23,328
|
20,748
|
23,367
|
20,786
|
|
April 30,
2013
|
October 31,
2012
|
||||||
|
|
|
||||||
Beginning Balance
|
$
|
11,421
|
$
|
2,824
|
||||
Initial Orangeburg noncontrolling Interests
|
-
|
8,724
|
||||||
Change in Redemption Value
|
1,566
|
(127
|
)
|
|||||
|
||||||||
Ending Balance
|
$
|
12,987
|
$
|
11,421
|
|
April 30, 2013
|
October 31, 2012
|
||||||
|
|
|
||||||
|
|
|
||||||
Chestnut Ridge and Plaza 59 Shopping Centers (50.0% in 2013 and 0% in 2012)
|
$
|
18,168
|
$
|
-
|
||||
Putnam Plaza Shopping Center (66.67%)
|
6,673
|
6,820
|
||||||
Midway Shopping Center, L.P. (11.642%)
|
5,845
|
19,165
|
||||||
81 Pondfield Road Company (20%)
|
723
|
723
|
||||||
Total
|
$
|
31,409
|
$
|
26,708
|
||||
|
|
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, 2012
|
1,473,400
|
$
|
15.33
|
399,900
|
$
|
16.62
|
||||||||||
Granted
|
175,950
|
$
|
18.30
|
64,100
|
$
|
19.74
|
||||||||||
Vested
|
(169,650
|
)
|
$
|
14.87
|
(58,850
|
)
|
$
|
18.08
|
||||||||
Forfeited
|
-
|
-
|
(1,000
|
)
|
$
|
19.05
|
||||||||||
Non-vested at April 30, 2013
|
1,479,700
|
$
|
15.88
|
404,150
|
$
|
17.39
|
·
|
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
|
|
|
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)
|
||||||||||||
April 30, 2013
|
|
|
|
|
||||||||||||
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
||||||||||||
Available for Sale Securities
|
$
|
30,460
|
$
|
30,460
|
$
|
-
|
$
|
-
|
||||||||
|
||||||||||||||||
Liabilities:
|
||||||||||||||||
Interest Rate Swap Agreement
|
$
|
31
|
$
|
-
|
$
|
31
|
$
|
-
|
||||||||
|
||||||||||||||||
Redeemable noncontrolling interests
|
$
|
12,987
|
$
|
10,093
|
$
|
-
|
$
|
2,894
|
||||||||
|
||||||||||||||||
October 31, 2012
|
||||||||||||||||
|
||||||||||||||||
Assets:
|
||||||||||||||||
Available for Sale Securities
|
$
|
994
|
$
|
994
|
$
|
-
|
$
|
-
|
||||||||
|
||||||||||||||||
Liabilities:
|
||||||||||||||||
Interest Rate Swap Agreement
|
$
|
55
|
$
|
-
|
$
|
55
|
$
|
-
|
||||||||
|
||||||||||||||||
Redeemable noncontrolling interests
|
$
|
11,421
|
$
|
8,584
|
$
|
-
|
$
|
2,837
|
||||||||
|
·
|
Has 84,700 square feet of leases ready to be executed (23% of the Company's vacant space)
|
·
|
Is currently in negotiations on new leases for approximately 22,000 square feet (6% of the Company's total vacant space)
|
§
|
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
|
Buildings
|
30-40 years
|
Property Improvements
|
10-20 years
|
Furniture/Fixtures
|
3-10 years
|
Tenant Improvements
|
Shorter of lease term or their useful life
|
·
|
$16.3 million to repay outstanding variable rate and fixed rate mortgage debt that matured
|
·
|
$18 million in connection with the repurchase of a portion of the Company's Series C Senior Cumulative Preferred Stock
|
·
|
$63 million for the redemption of all of its outstanding Series E Senior Cumulative Preferred Stock
|
·
|
$32 million to purchase income producing commercial real estate
|
·
|
$22.6 million to redeem all remaining shares of the Company's Series C Senior Cumulative Preferred Stock
|
·
|
$25.7 million to purchase income producing commercial real estate
|
§
|
does not represent cash flows from operating activities in accordance with U.S. 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.
|
|
Six Months Ended
April 30
,
|
Three Months Ended
April 30
,
|
||||||||||||||
|
|
|
|
|
||||||||||||
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
Net Income Applicable to Common and Class A Common Stockholders
|
$
|
2,380
|
$
|
7,164
|
$
|
3,086
|
$
|
3,400
|
||||||||
|
||||||||||||||||
Real property depreciation
|
6,507
|
6,509
|
3,279
|
3,282
|
||||||||||||
Amortization of tenant improvements and allowances
|
1,612
|
1,595
|
812
|
748
|
||||||||||||
Amortization of deferred leasing costs
|
229
|
251
|
117
|
128
|
||||||||||||
Depreciation and amortization on unconsolidated joint ventures
|
450
|
627
|
262
|
357
|
||||||||||||
Loss on sale of asset
|
175
|
-
|
96
|
-
|
||||||||||||
Funds from Operations Applicable to Common and Class A Common Stockholders
|
$
|
11,353
|
$
|
16,146
|
$
|
7,652
|
$
|
7,915
|
||||||||
|
||||||||||||||||
Net Cash Provided by (Used in):
|
||||||||||||||||
Operating Activities
|
$
|
24,594
|
$
|
25,073
|
$
|
14,105
|
$
|
14,260
|
||||||||
Investing Activities
|
$
|
(44,476
|
)
|
$
|
(7,833
|
)
|
$
|
(4,212
|
)
|
$
|
(1,182
|
)
|
||||
Financing Activities
|
$
|
(35,375
|
)
|
$
|
(17,695
|
)
|
$
|
(12,495
|
)
|
$
|
(11,760
|
)
|
||||
|
|
Six Months Ended
|
|
|
|||||||||||||||||||||
|
April 30,
|
|
Change Attributable to:
|
|||||||||||||||||||||
Revenues
|
2013
|
2012
|
Increase
(decrease)
|
%
Change
|
Property
Acquisitions
|
Properties Held
In Both Periods
|
||||||||||||||||||
Base rents
|
$
|
34,359
|
$
|
33,857
|
$
|
502
|
1.5
|
%
|
$
|
903
|
$
|
(401
|
)
|
|||||||||||
Recoveries from tenants
|
11,887
|
10,130
|
1,757
|
17.3
|
%
|
243
|
1,514
|
|||||||||||||||||
Other income
|
1,100
|
1,095
|
5
|
0.5
|
%
|
0
|
5
|
|||||||||||||||||
|
||||||||||||||||||||||||
Operating Expenses
|
||||||||||||||||||||||||
Property operating expenses
|
9,695
|
7,155
|
2,540
|
35.5
|
%
|
256
|
2,284
|
|||||||||||||||||
Property taxes
|
7,537
|
7,454
|
83
|
1.1
|
%
|
136
|
(53
|
)
|
||||||||||||||||
Depreciation and amortization
|
8,382
|
8,383
|
(1
|
)
|
0.0
|
%
|
190
|
(191
|
)
|
|||||||||||||||
General and administrative expenses
|
4,146
|
3,808
|
338
|
8.9
|
%
|
n/
|
a
|
n/
|
a
|
|||||||||||||||
|
||||||||||||||||||||||||
Other Income/Expenses
|
||||||||||||||||||||||||
Interest expense
|
4,243
|
4,320
|
(77
|
)
|
-1.8
|
%
|
(3
|
)
|
(74
|
)
|
||||||||||||||
Interest, dividends and other investment income
|
1,242
|
449
|
793
|
176.6
|
%
|
n/
|
a
|
n/
|
a
|
|||||||||||||||
|
|
Three Months Ended
|
|
|
|||||||||||||||||||||
|
April 30,
|
|
Change Attributable to:
|
|||||||||||||||||||||
Revenues
|
2013
|
2012
|
Increase
(decrease)
|
%
Change
|
Property
Acquisitions
|
Properties Held
In Both Periods
|
||||||||||||||||||
Base rents
|
$
|
17,271
|
$
|
17,143
|
$
|
128
|
0.7
|
%
|
$
|
467
|
$
|
(339
|
)
|
|||||||||||
Recoveries from tenants
|
5,564
|
4,828
|
736
|
15.2
|
%
|
(125
|
)
|
861
|
||||||||||||||||
Other income
|
375
|
514
|
(139
|
)
|
-27.0
|
%
|
(0
|
)
|
(139
|
)
|
||||||||||||||
|
||||||||||||||||||||||||
Operating Expenses
|
||||||||||||||||||||||||
Property operating expenses
|
4,437
|
3,436
|
1,001
|
29.1
|
%
|
(136
|
)
|
1,137
|
||||||||||||||||
Property taxes
|
3,729
|
3,702
|
27
|
0.7
|
%
|
63
|
(36
|
)
|
||||||||||||||||
Depreciation and amortization
|
4,227
|
4,171
|
56
|
1.3
|
%
|
77
|
(21
|
)
|
||||||||||||||||
General and administrative expenses
|
1,994
|
1,861
|
133
|
7.1
|
%
|
n/
|
a
|
n/
|
a
|
|||||||||||||||
|
||||||||||||||||||||||||
Other Income/Expenses
|
||||||||||||||||||||||||
Interest expense
|
2,023
|
2,285
|
(262
|
)
|
-11.5
|
%
|
(13
|
)
|
(249
|
)
|
||||||||||||||
Interest, dividends and other investment income
|
510
|
224
|
286
|
127.7
|
%
|
n/
|
a
|
n/
|
a
|
3.1
|
(a)
Amended Articles of Incorporation of the Company dated December 30, 1996.
|
|
|
|
(b)
Articles Supplementary of the Company dated March 12, 1997, classifying the Company's Series A Participating Preferred Shares.
|
|
|
|
(c)
Articles of Amendment with Name Change to the Company's Amended Articles of Incorporation dated March 11, 1998.
|
|
|
|
(d)
Articles Supplementary of the Company dated June 16, 1998, classifying the Company's Class A Common Stock.
|
|
|
|
(e)
Articles Supplementary of the Company dated April 7, 2005, classifying the Company's Series D Senior Cumulative Preferred Stock.
|
|
|
|
(f)
Certificate of Correction dated April 29, 2005, to the Articles Supplementary of the Company dated April 7, 2005.
|
|
|
|
(g)
Articles Supplementary of the Company dated April 29, 2005, classifying 850,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock.
|
|
|
|
(h)
Articles Supplementary of the Company dated June 3, 2005, classifying 450,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock.
|
|
|
|
(i)
Articles Supplementary of the Company dated October 22, 2012, classifying the Company's Series F Cumulative Redeemable Preferred Stock.
|
|
|
|
(j)
Articles of Amendment dated March 21, 2013 to the Company's Amended Articles of Incorporation.
|
10.1
|
Amended & Restated Restricted Stock Award Plan.
|
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.
|
|
|
101
|
The following materials from Urstadt Biddle Properties Inc.'s Quarterly Report on Form 10-Q for the quarter ended April 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income (4) the Consolidated Statements of Cash Flows, (5) the Consolidated Statement of Stockholders' Equity, and (5) Notes to Consolidated Financial Statements that have been detail tagged.
|
|
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 7, 2013
|
and Principal Accounting Officer)
|
3.1
|
(a)
Amended Articles of Incorporation of the Company dated December 30, 1996.
|
|
|
|
(b)
Articles Supplementary of the Company dated March 12, 1997, classifying the Company's Series A Participating Preferred Shares.
|
|
|
|
(c)
Articles of Amendment with Name Change to the Company's Amended Articles of Incorporation dated March 11, 1998.
|
|
|
|
(d)
Articles Supplementary of the Company dated June 16, 1998, classifying the Company's Class A Common Stock.
|
|
|
|
(e)
Articles Supplementary of the Company dated April 7, 2005, classifying the Company's Series D Senior Cumulative Preferred Stock.
|
|
|
|
(f)
Certificate of Correction dated April 29, 2005, to the Articles Supplementary of the Company dated April 7, 2005.
|
|
|
|
(g)
Articles Supplementary of the Company dated April 29, 2005, classifying 850,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock.
|
|
|
|
(h)
Articles Supplementary of the Company dated June 3, 2005, classifying 450,000 additional shares of the Company's Series D Senior Cumulative Preferred Stock.
|
|
|
|
(i)
Articles Supplementary of the Company dated October 22, 2012, classifying the Company's Series F Cumulative Redeemable Preferred Stock.
|
|
|
|
(j)
Articles of Amendment dated March 21, 2013 to the Company's Amended Articles of Incorporation.
|
|
|
10.1 | Amended & Restated Restricted Stock Award Plan. |
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.
|
|
|
101
|
The following materials from Urstadt Biddle Properties Inc.'s Quarterly Report on Form 10-Q for the quarter ended April 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income (4) the Consolidated Statements of Cash Flows, (5) the Consolidated Statement of Stockholders' Equity, and (5) Notes to Consolidated Financial Statements that have been detail tagged.
|
i) | Dividend Rights . Subject to the preferential dividend rights of Preferred Stock, if any, as may be determined by the Board of Directors, the holders of shares of Common Stock shall be entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor. |
ii) | Voting Rights . The holders of shares of Common Stock shall be entitled to vote on all matters submitted to the holders of Common Stock for a vote at all meetings of the stockholders, and each holder of shares of Common Stock shall be entitled to one vote for each share of Common Stock held by such stockholder. |
i) | Exchange for Excess Stock . If, notwithstanding the other provisions contained in this Article IX, at any time there is a purported transfer of Stock or a change in the capital structure of the Corporation (including any redemption of Excess Stock pursuant to Subsection 9.5.7) as a result of which any person would beneficially own Stock in excess of the Ownership Limit, then, except as otherwise provided in Section 9.6, such shares of Stock in excess of the Ownership Limit (rounded up to the nearest whole share) shall automatically and without further action be exchanged for an equal number of shares of Excess Stock. Such exchange shall be effective as of the close of business on the business day prior to the date of the purported transfer of Stock or the change in capital structure. The shares of Common Stock which were exchanged for shares of Excess Stock shall revert to the Corporation, subject to the provisions of Subsection 9.5.6. |
ii) | Ownership in Trust . Upon any purported transfer of Stock that results in an exchange for Excess Stock pursuant to Subsection 9.5.1, such shares of Excess Stock shall be deemed to have been transferred to the Corporation, as trustee of a separate trust for the exclusive benefit of the person or persons to whom such Excess Stock can ultimately be transferred without violating the Ownership Limit. Shares of Excess Stock so held in trust shall be issued and outstanding Stock of the Corporation. The purported transferee of Excess Stock shall have no rights in such Excess Stock, except the right to designate a transferee of its interest in the trust created under this Subsection 9.5.2 upon the terms specified in Subsection 9.5.6. If any of the restrictions on transfer set forth in this Article IX are determined to be void, invalid or unenforceable by virtue of any legal decision, statute, rule or regulation, then the intended transferee of any Excess Stock may be deemed, at the option of the Corporation, to have acted as an agent on behalf of the Corporation in acquiring the Excess Stock and to hold the Excess Stock on behalf of the Corporation. |
iii) | Dividend Rights . Excess Stock shall not be entitled to any dividends. Any dividend or distribution paid prior to the discovery by the Corporation that shares of Stock have been exchanged for Excess Stock shall be repaid to the Corporation upon demand, and any dividend or distribution declared but unpaid shall be rescinded as void ab initio with respect to such shares of Excess Stock. |
iv) | Rights Upon Liquidation . Subject to the preferential rights of Preferred Stock, if any, as may be determined by the Board of Directors and the preferential rights of Excess Preferred Stock (as defined below), if any, in the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, the trustee holding any shares of Excess Common Stock shall be entitled to receive, ratably with each other holder of shares of Common Stock or Excess Common Stock, that portion of the assets of the Corporation available for distribution to the holders of Common Stock and Excess Common Stock as the number of shares of Excess Common Stock held by such holder bears to the total number of shares of Common Stock and Excess Common Stock then outstanding. In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, the trustee holding any shares of Excess Stock issued upon the exchange of Preferred Stock (the "Excess Preferred Stock") shall be entitled to receive the pro rata share of the assets of the Corporation available for distribution to the holders of Preferred Stock of the series for which such Excess Stock was exchanged which such holder of Excess Preferred Stock would be entitled to receive if such shares of Excess Preferred Stock were shares of Preferred Stock of the series from which such Excess Preferred Stock was exchanged. The Corporation, as the holder of all Excess Stock in one or more trusts, or, if the Corporation shall have been dissolved, any trustee appointed by the Corporation prior to its dissolution, shall distribute to each transferee of an interest in such a trust pursuant to Subsection 9.5.6 hereof, when determined, any assets received in any liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation in respect of the Excess Stock held in such trust and represented by the trust interest transferred to such transferee. |
v) | Voting Rights . No stockholder may vote any shares of Excess Stock. The shares of Excess Stock will not be considered to be issued or outstanding for purposes of any Stockholder vote or for purposes of determining a quorum for such a vote. |
vi) | Restrictions on Transfer . Excess Stock shall not be transferable except pursuant to Section 9.5.2 and Section 9.5.7. The purported transferee of any shares of Stock that are exchanged for Excess Stock pursuant to Section 9.5.1 may freely designate a transferee of the interest in the trust that represents such shares of Excess Stock, if (a) the shares of Excess Stock held in the trust and represented by the trust interest to be transferred would not be Excess Stock in the hands of the transferee of the trust interest and (b) the transferor of the trust interest does not receive a price for the trust interest in excess of (i) the price such transferor paid for the Stock in the purported transfer of Stock that resulted in the Excess Stock represented by the trust interest, or (ii) if such transferor did not give value for such Stock ( e.g. , the shares were received through a gift, devise or other transaction), a price equal to the aggregate Market Price (as defined in Subsection 9.5.7) for all shares of the Stock that were exchanged for Excess Stock on the date of the purported transfer that resulted in the Excess Stock. No interest in a trust may be transferred unless the transferor of such interest has given advance notice to the Corporation of the intended transferee and the Corporation has agreed in writing to waive its redemption rights under Subsection 9.5.7. Upon the transfer of an interest in a trust in compliance with this Subsection 9.5.6, the corresponding shares of Excess Stock that are represented by the transferred interest in the trust shall be automatically exchanged for an equal number of shares of Stock of the same class and series from which they were originally exchanged and such shares of Stock shall be transferred of record to the transferee of the interest in the trust. Upon any exchange of Excess Stock for Stock of another class, the interest in the trust representing such Excess Stock shall automatically terminate. |
vii) | Corporation's Redemption Right . All shares of Excess Stock shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (a) the price per share of Stock in the transaction that created such Excess Stock (or, in the case of devise or gift, the Market Price per share of such Stock at the time of such devise or gift) or (b) the Market Price per share of Stock of the class of Stock for which such Excess Stock was exchanged on the date the Corporation, or its designee, accepts such offer. The Corporation shall have the right to accept such offer at any time until the date ninety (90) days after the date on which the purported owner or transferee gives written notice to the Corporation of any event (including, without limitation, redemptions or repurchases of Stock by the Corporation) or any purported transfer that results in the exchange of Stock for such Excess Stock and the nature and amount of all ownership interests, direct or indirect, of record or beneficial, of such purported owner or transferee, or, if no such notice is given, the date on which the Board of Directors determines that a purported transfer resulting in the exchange of Stock for such Excess Stock has been made. For purposes of this Article IX, "Market Price" means for any share of Stock, the average daily per share closing sales price of a share of such Stock if shares of such Stock are listed on a national securities exchange or quoted on the National Association of Securities Dealers Automated Quotation National Market (the "NASDAQ NM"), and if such shares are not so listed or quoted, the Market Price shall be the mean between the average per share closing bid prices and the average per share closing asked prices, in each case during the 30-day period ending on the business day prior to the redemption date, or if there have been no sales on a national securities exchange or on the NASDAQ NM and no published bid and asked quotations with respect to shares of such Stock during the 30-day period, the Market Price shall be the price determined by the Board of Directors in good faith. Unless the Board of Directors determines that it is in the interest of Corporation to make earlier payment of all of the amount determined as the redemption payment for Stock redeemed in accordance with this Section 9.5.7, the redemption payment shall be paid to the transferee of the trust interest representing the redeemed Excess Stock only upon the liquidation of the Corporation and shall not exceed an amount equal to the lesser of the price determined pursuant to the first sentence of this Subsection 9.5.7 or the product of (x) the number of Excess Shares redeemed, multiplied by (y) the sum of the per share distributions designated as liquidating distributions and return of capital distribution declared subsequent to the redemption date with respect to unredeemed shares of Stock of the class for which the redeemed Excess Stock was exchanged. No interest shall accrue on any redemption payment with respect to the period subsequent to the redemption date to the date of the redemption payment. |
i) | Subject to the provisions of Section 9.7, shares of Stock which the Board of Directors in its sole discretion may exempt from the Ownership Limit while owned by a person who has provided the Corporation with evidence and assurances acceptable to the Board of Directors that the qualification of the Corporation as a REIT would not be jeopardized thereby. |
ii) | Subject to the provisions of Section 9.7, shares of Stock acquired and held by an underwriter in a public offering of Stock, or in any transaction involving the issuance of Stock by the Corporation in which the Board of Directors determines that the underwriter or other person or party initially acquiring such Stock will make a timely distribution of such Stock to or among other holders such that, following such distribution, the Corporation will continue to be in compliance with the REIT Provisions. |
iii) | Shares of Stock acquired pursuant to an all cash tender offer made for all outstanding shares of Stock of the Corporation in conformity with applicable federal and state securities laws where not less than eighty percent (80%) of the outstanding Stock (not including Stock or securities convertible into Stock held by the tender offeror and/or any "affiliates" or "associates" thereof within the meaning of the Securities Exchange Act of 1934, as amended) are duly tendered and accepted pursuant to the cash tender offer and where the tender offeror commits in such tender offer, if the tender offer is so accepted by the holders of such eighty percent (80%) of the outstanding Stock, as promptly as practicable thereafter to give any holders who did not accept such tender offer a reasonable opportunity to put their Stock to the tender offeror at a price not less than the price per share paid for Stock tendered pursuant to the tender offer. |
(i)
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voluntarily terminate the status of the company as a REIT; or
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(ii)
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amend, alter or repeal the provisions of the Charter or these Articles Supplementary, whether by merger, consolidation or otherwise (an "Event"), so as to materially and adversely affect any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the Series D Preferred Stock or the holders thereof; provided, however, that without the affirmative vote or consent of each holder of shares of the Series D Preferred Stock outstanding at the time, no amendment, alteration or repeal of the provisions of the Charter or of these Articles Supplementary may be made that will (x) reduce the number of shares of the Series D Preferred Stock required to consent to an amendment, alteration or repeal of the Charter or these Articles Supplementary pursuant to this Section 9(c)(ii), (y) reduce the Dividend Yield or the Liquidation Preference or change the method of calculation of the Make-Whole Price or (z) change the payment date for payment of dividends with respect to the Series D Preferred Stock or change the period with respect to which such dividends are paid. With respect to the occurrence of any Event set forth above, so long as the Series D Preferred Stock (or any equivalent class or series of stock issued by the surviving corporation in any merger or consolidation to which the Company became a party) remains outstanding with the terms thereof materially unchanged, the occurrence of any such Event shall not be deemed to materially and adversely affect any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of holders of the Series D Preferred Stock. Any increase in the amount of the authorized Preferred Stock or the creation or issuance of any other series of Preferred Stock, or any increase in the amount of the authorized shares of such series, in each case ranking on a parity with, or junior to the Series D Preferred Stock with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up, or the issuance of additional shares of Series D Preferred Stock, Series C Preferred Stock or De Minimis Series B Preferred Stock shall not be deemed to materially and adversely affect any preferences, conversion and other rights, voting power, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption.
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ATTEST
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URSTADT BIDDLE PROPERTIES INC.
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/s/ Raymond P. Argila
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By
/s/ Willing L. Biddle
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Raymond P. Argila
Assistant Secretary
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Willing L. Biddle
President
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ATTEST:
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URSTADT BIDDLE PROPERTIES INC.
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/s/ Thomas D. Myers
_________
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By:
/s/ Willing L. Biddle
________
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Thomas D. Myers
Secretary
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Willing L. Biddle
President
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ATTEST
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URSTADT BIDDLE PROPERTIES INC.
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/s/ Thomas D. Myers
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By:
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/s/ Willing L. Biddle
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Thomas D. Myers
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Willing L. Biddle
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Secretary
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President
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·
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"
Award
" means an award of Restricted Stock granted under the provisions of the Plan.
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"Board"
means the Board of Directors of Urstadt Biddle Properties Inc.
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"
Class A Common Stock"
means the Class A Common Stock, par value $.01 per share, of the Company.
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"Committee"
means the Compensation Committee of the Board of Directors appointed to administer the Plan.
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·
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"
Common Stock"
means the Common Stock, par value $.01 per share, of the Company.
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"Company"
means Urstadt Biddle Properties Inc.
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"Disability"
means total and permanent disability.
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"Participant"
means an employee or non-employee Director of the Company who is selected by the Committee to participate in the Plan.
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"Restricted Period"
means the period of time during which an Award to Participant(s) remains subject to the Restrictions imposed on the Shares as determined by the Committee.
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"Restrictions"
mean the restrictions and conditions imposed on an Award as determined by the Committee, which must be satisfied in order for a Participant to become vested in an Award.
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"Restricted Stock"
means an award of Shares on which is imposed a Restriction Period.
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"Restricted Stock Award Date"
means the date on which the Committee awarded Restricted Stock to a Participant.
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"Retirement" means, with respect to employee Participants, termination from active employment with the Company at any time after attaining the age of sixty-five (65) years and, with respect to non-employee Director Participants, expiration of the term of service on the Board by reason of the Participant's failure to be elected to the Board pursuant to a regular election or his or her decision not to stand for re-election to the Board.
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"Share"
means a share of Common Stock or Class A Common Stock, as determined by the Committee.
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The terms and conditions of the Award Agreement, including whether an Award shall consist of Common Stock, Class A Common Stock, or both;
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·
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The Restricted Period of the Award; and
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The Restrictions applicable to an Award, including, but not limited to employment status and director tenure rules governing forfeitures and limitations on the sale, assignment, pledge or other encumbrances during the Restricted Period.
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for any reason other than death, Disability or Retirement, such Participant shall forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed; or,
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by reason of death or Disability, the Restrictions on any and all Awards shall lapse on the date of such termination; or,
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by reason of Retirement, all Awards continue to vest as if Retirement had not occurred until such time as the Restrictions lapse; provided, however, that if any such retired Participant, prior to the completion of any or all Restricted Periods, accepts employment or provides services to any organization other than the Company that is engaged primarily in the ownership and/or management or brokerage of shopping centers in The New York – Northern New Jersey – Long Island, NY-NJ-CT-PA, Metropolitan Statistical Area as defined by the Bureau of Labor Statistics, the Participant will forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed.
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1.
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I have reviewed this quarterly report on Form 10-Q for the quarter ended April 30, 2013 of Urstadt Biddle Properties Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on our evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: June 7, 2013
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/s/ Charles J. Urstadt
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Charles J. Urstadt
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Chairman and
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q for the quarter ended April 30, 2013 of Urstadt Biddle Properties Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on our evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: June 7, 2013
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/s/ John T. Hayes
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John T. Hayes
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Senior Vice President and
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Chief Financial Officer
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1.
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The Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2013 (the "Form 10-Q") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
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2.
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Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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June 7, 2013
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/s/ Charles J. Urstadt
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Charles J. Urstadt
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Chairman and
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Chief Executive Officer
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Dated:
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June 7, 2013
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/s/ John T. Hayes
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John T. Hayes
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Senior Vice President and
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Chief Financial Officer
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