URSTADT BIDDLE
PR O P E R T I E S I N C .
2004 ANNUAL REPORT
STOCK PRICES ARE OPINIONS — BUT DIVIDENDS ARE FACTS
only
always
Revenues
■ Funds From Operations
■ Common and Class A Common Dividends Paid
$70
(IN MILLIONS)
$60
$50
$40
$30
$20
$10
$0
94 95
96
97 98 99
00 01 02 03 04
35 YEARS OF
UNINTERRUPTED
DIVIDENDS
■
URSTADT BIDDLE PROPERTIES INC.
Urstadt Biddle Properties Inc. (UBP) is a self-adminis-
tered publicly held real estate investment trust providing
investors with a means of participating in the ownership
of income-producing properties. UBP’s core properties
consist of neighborhood and community shopping
centers in the suburban areas of the northeastern United
States with a primary concentration in Fairfield County,
Connecticut and Westchester and Putnam Counties,
New York. Non-core assets consist of office and retail
buildings, industrial properties and mortgages.
Class A Common Shares, Common Shares and Series C
Preferred Shares of the Company trade on the New York
Stock Exchange under the symbols “UBA,” “UBP” and
“UBP.C.”
2004 ANNUAL REPORT CONTENTS
Selected Financial Data ..................1
Letter to Stockholders ....................2
Portfolio Review..............................5
Core Properties..............................10
Investment Portfolio .....................12
Financials........................................13
Directors and Officers ..................37
SELECTED FINANCIAL DATA
(In thousands, except per share data)
Year Ended October 31,
2004
2003
2002
2001
2000
Balance Sheet Data:
Total Assets
Mortgage Notes Payable
Preferred Stock
Net Cash Provided by (Used in):
Operating Activities
Investing Activities
Financing Activities
Operating Data:
Total Revenues
Total Operating Expenses and
Minority Interests
Income From Continuing Operations
Net Income Applicable to Common and
Class A Common Stockholders
Per Share Data:
Net Income – Diluted:
Class A Common Stock
Common Stock
Cash Dividends on:
Class A Common Stock
Common Stock
Other Data:
Funds from Operations (Note)
Cash Dividends (as a Percentage of Funds
$394,917
$107,443
$ 52,747
$ 30,744
$ (2,416)
$(24,837)
$392,639
$104,588
$ 52,747
$ 31,176
$(69,818)
$ 14,749
$353,562
$106,429
$ 14,341
$218,292
$ 47,115
$ 33,462
$ 21,308
$ 18,532
$(64,960) $(11,394)
$ 22,040
$ 59,023
$180,727
$ 49,928
$ 33,462
$ 14,262
$ (3,713)
$(11,436)
$64,916
$59,153
$43,198
$35,048
$30,087
$41,962
$22,954
$39,353
$19,800
$29,227
$13,971
$25,974
$ 9,074
$22,943
$ 7,144
$18,566
$17,576
$16,080
$10,540
$5,442
$.76
$.69
$ .86
$ .78
$1.64
$.73
$.66
$ .84
$ .76
$1.60
$.87
$.78
$ .82
$ .74
$1.56
$.97
$.88
$ .80
$ .72
$1.52
$.55
$.49
$ .78
$ .70
$1.48
$29,813
$27,964
$24,144
$14,611
$ 11,914
from Operations)
72%
74%
62%
60%
64%
Note: The Company considers Funds from Operations (FFO) to be an additional financial measure of operating performance of an equity REIT. The Company reports FFO in
addition to net income applicable to common shareholders and net cash provided by operating activities. Although FFO is a non-GAAP financial measure, the Company
believes it provides useful information to shareholders, potential investors and management because it primarily excludes the assumption that the value of real estate assets
diminishes predictably over time and industry analysts have accepted it as a performance measure. FFO 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. The Company computes FFO in accordance with standards established
by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO is defined by NAREIT as net income or loss, excluding gains (or losses) from debt restructuring
and sales of properties plus depreciation and amortization, and after adjustments for unconsolidated joint ventures. FFO does not represent cash generated from operating
activities in accordance with GAAP and is not indicative of cash available to fund cash needs. FFO should not be considered as an alternative to net income as an indicator of
the Company’s operating performance or as an alternative to cash flow as a measure of liquidity. Since all companies do not calculate FFO in a similar fashion, the Company’s
calculation of FFO presented herein may not be comparable to similarly titled measures as reported by other companies.
Total Revenues
(In thousands)
Funds From Operations
(In thousands)
6
1
9
,
4
6
$
3
5
1
,
9
5
$
8
9
1
,
3
4
$
8
4
0
,
5
3
$
7
8
0
,
0
3
$
3
1
8
,
9
2
$
4
6
9
,
7
2
$
4
4
1
,
4
2
$
1
1
6
,
4
1
$
4
1
9
,
1
1
$
Combined Dividends
Paid on Common and
Class A Common Shares
(In dollars per share)
4
6
.
1
$
0
6
.
1
$
6
5
.
1
$
2
5
.
1
$
8
4
.
1
$
00 01 02 03 04
00 01 02 03 04
00 01 02 03 04
1
2004 was a milestone year for
Urstadt Biddle Properties. We
celebrated our 35th year as a
publicly traded real estate invest-
ment trust listed on the New York
Stock Exchange and to commem-
orate this event, our Board of
Directors “rang the closing bell”
at the New York Stock Exchange.
It was an honor to have this cele-
bration at the center of the
world’s financial capital. On a
personal note, your Chairman
also celebrated his 30th year as a
Director of UBP and 15th year as
its Chief Executive Officer.
We are one of the oldest pub-
licly traded REITs in the country.
Since our founding in 1969, we
The Company has certainly
undergone a dramatic transfor-
mation since its founding in the
late ‘60s. In the early days, the
Company was managed by an
outside advisor, invested in
different property types, in
widely disparate regions of the
country. This formula utilized by
many REITs at the time, proved
to have significant limitations. It
was a formula that hampered the
Company’s ability to grow and
limited stockholder values.
In 1989, working with our
Board of Directors, we adopted
a business plan based on the
following principles that we have
steadfastly followed ever since:
have paid an uninterrupted string
1. Specialize in one property
of 140 consecutive quarterly
dividends…. This is a record
type
2. Buy properties in one
matched by very few publicly
market area
traded companies or REITs….
3. Manage our properties
and for the eleventh consecutive
directly
4. Keep debt levels low
5. Avoid partnerships whenever
possible
year….we increased the annual
rate of dividends paid.
We’ve often said that
“dividends are facts” and their
safety is our top priority. In
2004, Wall Street rewarded the
Company’s dependable dividend
record as our stock prices rose
for the fourth consecutive year.
(See chart.)
TO OUR
STOCKHOLDERS
Since our founding
in 1969, we have paid
an uninterrupted
string of 140
consecutive quarterly
dividends…. This is
a record matched by
very few publicly
traded companies
or REITs….
Charles J. Urstadt
Chairman
UBA and UBP Year End Stock Prices
(In dollars)
$18
$15
$12
$9
$6
$3
$0
2
UBA
UBP
October 31,
1999 2000 2001 2002 2003 2004
The Urstadt Biddle Properties Board
of Directors “rang the closing bell”
at the New York Stock Exchange on
December 15, 2004.
The Company’s
success is the result
of more than a solid
dividend policy. It is
the result of owning
outstanding retail
properties in one of
the country’s most
affluent regions; a
quality tenant base
of national and local
retailers; and an excel-
lent team of real estate
professionals....
Willing L. Biddle
President
The Company’s success is
and strive to achieve higher rents;
the result of more than a solid
and our property management
dividend policy. It is the result
personnel who maintain
of owning outstanding retail
the physical condition of our
properties in one of the country’s
properties and oversee space
most affluent regions; a quality
renovations, expansion and
tenant base of national and local
construction projects. These
retailers who do well at the
individuals are supported by
centers; the more than 20 million
our highly capable legal and
visits we estimate made by
finance staff.
customers to our properties each
year; and an excellent team of
real estate professionals led by an
experienced and knowledgeable
Board of Directors.
Our outstanding staff
includes experienced profession-
At this point you may ask…..
“What are our challenges in the
year ahead?”
We face competition from
investors who have aggressively
bid-up purchase prices to the
highest levels in years. We will
als in acquisitions who are adept
only buy properties at prices
at finding properties in a difficult
which we can realize a positive
“seller’s” market; a leasing team
return on our cost of capital.
who keep the properties leased
We will not compete for an
3
acquisition that we believe is
Oxley legislation which has
overvalued. We met this chal-
greatly increased the compliance
lenge as witnessed by our
burden on public companies. In
acquisition of the Rye Portfolio
2005, we anticipate that the costs
of four retail properties and the
to comply with the new regula-
most recent addition of The
tions may be substantial and will
Dock Shopping Center in
increase the demands on our
Stratford Connecticut. These
legal and finance staff as well as
acquisitions are described in
our Board of Directors.
more detail in the Portfolio
2004 was a good year and
Review of this annual report.
with your continued support
Our largest leasing challenge
we’ll have many more to come.
is in our Southfield, Michigan
Our personal thanks to you,
office building which was 30%
the stockholders, our directors,
vacant at year end. Southfield has
officers and staff. I, as Chairman,
one of the country’s highest office
especially want to thank our
vacancy rates. We will continue to
President, Wing Biddle, who has
seek creative solutions to this
been so effective in overseeing
leasing problem and are confi-
our recent acquisition, leasing
dent that it will be favorably
and management efforts.
resolved.
Lastly, we want to thank our
We are also adjusting to the
tenants and their customers, who
increased regulations brought
have greatly contributed to our
about by the recent Sarbanes-
success.
Sincerely yours,
Charles J. Urstadt
Willing L. Biddle
Chairman
President
January 14, 2005
TO OUR
STOCKHOLDERS
4
PORTFOLIO
REVIEW
Our strategy is to concentrate our portfolio of properties
in the northeast and primarily in one property type —
grocery-anchored shopping centers. Our focus is on
well-located neighborhood shopping centers leased to
retailers who deliver basic services and products to
consumers.
HIGHLIGHTS FROM 35 YEARS
2003 • Named to the Forbes Small Business 100 Fastest Growing Small Companies
• Sells $40 million Series C Preferred stock issue
2002 • Acquires largest real estate investment (Ridgeway Shopping Center)
• Sells 8 million shares of Class A common stock
• Named to the Russell 2000 Index
2001 • Sells 4.8 million shares of Class A common stock
1998 • HRE changes name to Urstadt Biddle Properties to reflect leadership
of the Company
• Sells $35 million Series B Preferred stock issue
• Issues stock dividend in form of new issue of Class A common stock
1992 • Acquires first Westchester County retail property in Somers, New York
1989 • Charles J. Urstadt becomes CEO and announces plan to focus on northeast retail
and sell off properties that are outside northeast region
1986 • HREI breaks with Adviser, becomes self-advised and changes name
to HRE Properties
1983 • HREI sells $33 million in common shares
1969 • Founded as Hubbard Real Estate Investments (HREI)—$100 million IPO
• Listed on NYSE
5
PORTFOLIO
REVIEW
ACQUISITIONS
2004 was a tough year for retail
property acquisitions. This was
not due to lack of appetite for
this property type but rather to a
combination of reluctant sellers
considering a property sale
versus refinancing to meet their
liquidity needs and historically
high prices for quality retail
properties. Our acquisition mar-
ket of Westchester and Putnam
Counties in New York and
Fairfield County in Connecticut
is one of the most highly compet-
itive markets in the country.
During this period of intense
The Dock, Stratford, Connecticut
buying pressure we have
remained disciplined in our
efforts to buy property only
when it makes economic sense
and furthers our strategic goal
to be the dominant shopping
center owner in our regional
market.
Shortly after the close of our
year end and, after more than a
year of negotiations, we complet-
ed the purchase of The Dock, a
269,000 sf shopping center in
Stratford, Connecticut located in
the southeast corner of Fairfield
County. We plan to complete a
redevelopment of the property
over the next 24 months to add
greater leaseable area to the
Total Assets
(In thousands)
7
1
9
,
4
9
3
$
9
3
6
,
2
9
3
$
2
6
5
,
3
5
3
$
2
9
2
,
8
1
2
$
7
2
7
,
0
8
1
$
00 01 02 03 04
6
property and lease currently
Rye, New York. Three of the
vacant space in the property. The
properties are traditional “street
property is unique in that it also
retail” properties and contain
contains a 192 slip marina. The
regional and local tenants.
property is our type of property
The fourth property known as
— a quality, grocer anchored
“The Biltmore Shopping
shopping center with a stable
Center” will be renovated in
income stream that has upside
2005 and should be a great addi-
potential from renovation, leas-
tion to our portfolio.
ing and expansion.
We are in discussions with a
During the year, we pur-
number of other potential sellers
chased a portfolio of four retail
of property in our market and
properties in the affluent city of
are confident that 2005 will be a
strong year for acquisitions. As
part of our acquisitions program,
we hope to be able to judiciously
sell our remaining non-core
properties in tax efficient
exchange transactions and thus
complete the repositioning of
the portfolio into primarily one
property type in our market.
Three “street retail”
properties acquired in
2004. Rye, New York
(left).
Renovation plans for The Biltmore Shopping
Center, Rye Brook, New York
7
PORTFOLIO
REVIEW
SALES
In November 2004, we sold the
Bi-County Shopping Center in
Farmingdale, New York. When
we received an unsolicited offer
to sell the property, we saw an
opportunity to realize the full
value of the property and achieve
higher returns over the long term
through a reinvestment of the
proceeds into The Dock.
LEASING
over 10% of the total core portfo-
lio GLA. We experienced strong
internal growth — and increased
our lease renewal contract rental
rates by an average of 11% over
the expiring rates. For new leases
on previously vacant space,
rental rates on average were
15% higher than current in-place
lease rates.
At two of our larger shopping
centers, our supermarket anchor
tenants — Stop & Shop in
Briarcliff Manor, NY and Shaw’s
in Darien, CT have agreed to con-
struct larger, more modern super-
Our core portfolio and tenant
markets at our centers and at
base is strong!
their cost. Shaw’s is under con-
Over the year, we increased
struction now and expects to
the leased percentage of our core
reopen in the Fall 2005. Stop &
portfolio from 97% in 2003 to a
Shop is currently seeking
nearly full 99%. In 2004, we
approvals and expects to com-
leased or renewed over 280,000 sf
mence construction in 2006. We
of space in our core portfolio —
anticipate that the redevelopment
Core Property Portfolio
Leased Rate
(Percent)
%
7
9
%
7
9
%
6
9
%
7
9
%
9
9
00 01 02 03 04
Core Property Portfolio
Total Gross Leasable
Square Footage
(In thousands)
8
0
7
2
,
9
5
6
2
,
6
1
2
,
2
6
1
8
1
,
8
4
7
1
,
00 01 02 03 04
Renovation plans for the Arcadian Shopping
Center, Briarcliff, New York
8
Renovation plans for the Airport Plaza, Danbury, Connecticut
of these anchor spaces will
Our single significant and
OUTLOOK
benefit the properties and their
continuing leasing problem in the
tenants for decades to come. On
portfolio is in the Southfield,
the opposite page and below are
Michigan office building where
renderings showing the proper-
we now have more than 100,000
ties after completion of these
sf vacant. We are aggressively
projects. At the Ridgeway
marketing the vacancy but have
Shopping Center in Stamford
been hampered by a weak office
Connecticut, we obtained the
market where the office vacancy
necessary zoning approvals for
rate is more than 25%.
our new tenant — LA Fitness —
Our other non-core proper-
(who signed a lease for 42,700 sf
ties are leased to Chrysler
We expect demand for space at
our shopping centers in 2005 to
remain strong. We know that
competition to purchase quality
shopping centers in our acquisi-
tion market will remain fierce.
We will remain disciplined in our
search for properties. We believe
that maintaining good relation-
ships with shopping center own-
last year) to begin construction
Corporation and Mervyn’s under
ers in our market combined with
of their space later this winter.
medium term leases.
our direct marketing approach to
LA Fitness expects to open in
early 2006.
Renovation plans for Shaw’s at the Goodwives
Shopping Center, Darien, Connecticut
locate potential acquisitions gives
us a competitive advantage to fill
our acquisition pipeline.
9
URSTADT BIDDLE PROPERTIES INC.
Carmel ShopRite Center
Carmel, New York
Towne Centre Shopping Center
Somers, New York
Heritage 202 Center
Somers, New York
Arcadian Shopping Center
Briarcliff Manor, New York
Somers Commons
Somers, New York
25 Valley Drive
Greenwich, Connecticut
Chilmark Shopping Center
Briarcliff Manor, New York
7 Riversville Road
Greenwich, Connecticut
Westchester Pavilion
White Plains, New York
530 Old Post Road
Greenwich, Connecticut
Biltmore Shopping Center
Rye Brook, New York
3“Street Retail“ Properties
Rye, New York
Eastchester Mall
Eastchester, New York
Valley Ridge Shopping Center
Wayne, New Jersey
10
URSTADT
BIDDLE
PROPERTIES
Greenwich,
Connecticut
Five Town Plaza
Springfield, Massachusetts
Newington Park
Newington, New Hampshire
Danbury Square
Danbury, Connecticut
Townline Square
Meriden, Connecticut
Airport Plaza
Danbury, Connecticut
Ridgefield Center
Ridgefield, Connecticut
Orange Meadows Shopping Center
Orange, Connecticut
Goodwives Shopping Center
Darien, Connecticut
Greens Farms Plaza
Westport, Connecticut
Ridgeway
Shopping Center
Stamford, Connecticut
The Dock
Stratford, Connecticut
CORE
PROPERTIES
11
✭
INVESTMENT
PORTFOLIO
(As of January 7, 2005)
URSTADT BIDDLE PROPERTIES INC.
CORE PROPERTIES
UBP owns or has interests in twenty five retail properties and five office buildings which total 2,907,000 square feet.
Location
Square Feet
Principal Tenants
369,000
323,000
313,000
269,000
194,000
185,000
161,000
135,000
126,000
102,000
102,000
95,000
78,000
78,000
70,000
51,000
40,000
38,000
38,000
33,000
29,000
19,000
59,000
Stamford, Connecticut
Springfield, Massachusetts
Meriden, Connecticut
Stratford, Connecticut (1)
Danbury, Connecticut
White Plains, New York
Briarcliff Manor, New York
Somers, New York
Carmel, New York
Wayne, New Jersey
Newington, New Hampshire
Darien, Connecticut
Somers, New York
Orange, Connecticut
Eastchester, New York
Ridgefield, Connecticut
Rye, New York (4 buildings)
Westport, Connecticut
Briarcliff Manor, New York
Danbury, Connecticut
Briarcliff Manor, New York
Somers, New York
Greenwich, Connecticut
(1) Property acquired on January 7, 2005
NON-CORE PROPERTIES
Property Type
Shopping center
Shopping center
Stop & Shop, Bed Bath & Beyond
Big Y, Burlington Coat, World Gym
ShopRite, Old Navy, Linens ‘N Things
Shopping center
Stop & Shop, Staples, Petco
Shopping center
Barnes & Noble, Christmas Tree Shops
Shopping center
Toys R Us, The Sports Authority
Stop & Shop, Mandees
Shopping center
Shopping center
Home Goods, New York Sports Club
Shopping center
ShopRite, Eckerd Drugs
A&P, PNC Bank
Shopping center
Shopping center
Linens ‘N Things, Outback Restaurant
Shopping center
Shaw’s Supermarket
Gristede’s, US Post Office
Trader Joe’s, Seamans Furniture
Food Emporium (A&P)
Chico’s
Cosi
Pier One Imports
Dress Barn, Radio Shack
Boston Billards, Sleepy’s
Party Plus Warehouse
Putnam County Savings Bank
Greenwich Hospital,
Urstadt Biddle Properties
(Executive Offices)
Shopping center
Shopping center
Shopping center
Shopping center
Street retail
Street retail
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
5 Office buildings
UBP owns one office building containing 202,000 square feet, one retail property containing 126,000 square feet and
two industrial properties with a total of 447,000 square feet. The Company also holds long-term mortgages.
Location
Square Feet
Principal Tenant
Property Type
Southfield, Michigan
Tempe, Arizona
Dallas, Texas
St. Louis, Missouri
202,000
126,000
255,000
192,000
Arcadis
Mervyn’s
DaimlerChrysler
DaimlerChrysler
Office building
Shopping center
Parts distribution facility
Parts distribution facility
12
FINANCIALS
CONTENTS
Consolidated Balance Sheets at October 31, 2004 and 2003 ........14
Consolidated Statements of Income for each of the
three years in the period ended October 31, 2004.................15
Consolidated Statements of Cash Flows for each of the
three years in the period ended October 31, 2004.................16
Consolidated Statements of Stockholders’ Equity
for each of the three years in the period
ended October 31, 2004 ...................................................17
Notes to Consolidated Financial Statements .......................18-28
Report of Independent Registered Public Accounting Firm .......29
Management’s Discussion and Analysis of Financial
Condition and Results of Operations .................................30
Tax Status ..........................................................................36
Market Price Ranges ...........................................................36
URSTADT BIDDLE PROPERTIES INC.
13
FINANCIAL STATEMENTS
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
Real Estate Investments:
Core properties — at cost
Non-core properties — at cost
Less: accumulated depreciation
Mortgage notes receivable
Property held for sale
Cash and cash equivalents
Restricted cash
Marketable securities
Tenant receivables, net of allowances of $2,047 and $1,369, respectively
Prepaid expenses and other assets
Deferred charges, net of accumulated amortization
Total Assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Mortgage notes payable
Accounts payable and accrued expenses
Deferred officers’ compensation
Other liabilities
Total Liabilities
Minority Interests
Preferred Stock, par value $.01 per share; 20,000,000 shares authorized;
8.99% Series B Senior Cumulative Preferred stock, (liquidation preference
of $100 per share); 150,000 shares issued and outstanding
8.50% Series C Senior Cumulative Preferred stock, (liquidation preference
of $100 per share); 400,000 shares issued and outstanding
Total Preferred Stock
Commitments and Contingencies
Stockholders’ Equity:
Excess stock, par value $.01 per share; 10,000,000 shares authorized;
none issued and outstanding
Common stock, par value $.01 per share; 30,000,000 shares authorized; 7,189,991
and 6,817,771 shares issued and outstanding shares at October 31, 2004 and 2003
Class A Common stock, par value $.01 per share; 40,000,000 shares authorized;
18,649,008 and 18,548,453 issued and outstanding shares at October 31, 2004 and 2003
Additional paid in capital
Cumulative distributions in excess of net income
Accumulated other comprehensive income
Unamortized restricted stock compensation and officers notes receivable
October 31,
2004
2003
$381,937
20,621
(61,389)
341,169
2,109
343,278
4,002
25,940
1,184
2,681
11,249
3,303
3,280
$394,917
$107,443
1,515
501
3,617
113,076
7,320
14,341
38,406
52,747
—
72
186
264,680
(36,581)
472
(7,055)
$369,390
21,376
(52,544)
338,222
2,184
340,406
4,265
22,449
1,098
9,532
8,434
3,245
3,210
$392,639
$104,588
2,741
401
5,166
112,896
7,320
14,341
38,406
52,747
—
68
185
258,296
(33,611)
—
(5,262)
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
221,774
219,676
$394,917
$392,639
The accompanying notes to consolidated financial statements are an integral part of these statements.
14
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Revenues
Base rents
Recoveries from tenants
Lease termination income
Interest and other
Operating Expenses
Property operating
Property taxes
Interest
Depreciation and amortization
General and administrative expenses
Director’s fees and expenses
Operating Income
Minority Interests
Income from Continuing Operations
Income from Discontinued Operations
Net Income
Preferred Stock Dividends
Excess of Carrying Value over Cost to Repurchase Preferred Shares
Net Income Applicable to Common and
Class A Common Stockholders
Basic Earnings Per Share:
Per Common Share:
Income from Continuing operations
Income from Discontinued operations
Net Income Applicable to Common Stockholders
Per Class A Common Share:
Income from Continuing operations
Income from Discontinued operations
Net Income Applicable to Class A Common Stockholders
Diluted Earnings Per Share:
Per Common Share:
Income from Continuing operations
Income from Discontinued operations
Net Income Applicable to Common Stockholders
Per Class A Common Share:
Income from Continuing operations
Income from Discontinued operations
Net Income Applicable to Class A Common Stockholders
Dividends Per Share:
Common
Class A Common
The accompanying notes to consolidated financial statements are an integral part of these statements.
Year Ended October 31,
2004
2003
2002
$49,704
13,810
577
825
64,916
10,194
8,571
8,113
11,094
3,416
207
41,595
23,321
(367)
22,954
361
23,315
(4,749)
—
$45,896
12,143
80
1,034
59,153
9,970
7,354
8,094
10,231
3,154
185
38,988
20,165
(365)
19,800
570
20,370
(2,794)
—
$33,537
7,527
765
1,369
43,198
7,274
5,061
5,584
7,904
2,836
173
28,832
14,366
(395)
13,971
536
14,507
(1,498)
3,071
$18,566
$17,576
$16,080
$.69
$.01
$.70
$.75
$.02
$.77
$.68
$.01
$.69
$.75
$.01
$.76
$.78
$.86
$.65
$.02
$.67
$.72
$.02
$.74
$.64
$.02
$.66
$.71
$.02
$.73
$.76
$.84
$.77
$.03
$.80
$.86
$.03
$.89
$.75
$.03
$.78
$.84
$.03
$.87
$.74
$.82
15
FINANCIAL STATEMENTS
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization
Amortization of restricted stock
Minority interests
Increase in restricted cash
Increase in tenant receivables
(Decrease) increase in accounts payable and accrued expenses
(Decrease) increase in other assets and other liabilities, net
Net Cash Provided by Operating Activities
Investing Activities:
Sales (purchases) of marketable securities
Acquisitions of properties
Acquisition of minority interests
Improvements to properties and deferred charges
Net proceeds from sales of properties
Distributions to limited partners of consolidated joint ventures
Payments to limited partners of unconsolidated joint venture
Payments received on mortgage notes and other receivables
Deposits on acquisitions of properties
Net Cash Used in Investing Activities
Financing Activities:
Sales of Series C Preferred Stock
Sales of additional Common and Class A Common shares
Proceeds from bank loans
Payments on mortgage notes payable and bank loans
Dividends paid — Common and Class A Common shares
Dividends paid — Preferred Stock
Repurchase of preferred shares
Repayments of notes receivable from officers
Net Cash (Used In) Provided by Financing Activities
Net Increase (Decrease) In Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Year Ended October 31,
2004
2003
2002
$23,315
$20,370
$14,507
11,241
1,322
367
(86)
(2,708)
(1,226)
(1,481)
30,744
7,323
(6,625)
—
(2,822)
—
(367)
—
75
—
(2,416)
—
3,141
—
(1,826)
(21,536)
(4,749)
—
133
(24,837)
3,491
22,449
10,388
1,105
365
(2)
(3,120)
243
1,827
31,176
15,613
(83,485)
—
(2,844)
—
(365)
—
1,263
—
(69,818)
38,406
1,366
—
(1,841)
(20,700)
(2,794)
—
312
14,749
(23,893)
46,342
8,064
942
395
(181)
(1,871)
(1,649)
(1,675)
18,532
(25,145)
(34,785)
(1,258)
(2,814)
275
(395)
(600)
62
(300)
(64,960)
—
88,523
17,200
(17,256)
(14,913)
(1,498)
(16,050)
3,017
59,023
12,595
33,747
Cash and Cash Equivalents at End of Year
$25,940
$22,449
$46,342
The accompanying notes to consolidated financial statements are an integral part of these statements.
16
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except shares and per share data)
Common Stock
Class A
Common Stock
Outstanding
Number of
Outstanding
Par Number of
Shares Value
(Cumulative
Additional Distributions
Accumulated
Par
Shares Value
Paid In In Excess of Comprehensive
Income
Capital Net Income)
Unamortized
Restricted
Stock
Other Compensation
and Notes
Receivable
Total
Balances — October 31, 2001
6,242,139
$62
9,600,019
$96
$162,763
$(31,654)
$ —
$(4,899) $126,368
Net Income applicable to Common and
Class A Common stockholders
Cash dividends paid:
Common stock ($.74 per share)
Class A common stock ($.82 per share)
Sales of Class A common shares
Sale of additional shares under dividend
reinvestment plan
Shares issued under restricted stock plan
Amortization of restricted stock
compensation
Exercises of stock options
Notes from officers upon exercises
of stock options
Repayment of notes receivable
from officers
Balances — October 31, 2002
Comprehensive Income:
Net income applicable to Common and
Class A common stockholders
Cash dividends paid:
Common stock ($.76 per share)
Class A common stock ($.84 per share)
Sales of shares under dividend
reinvestment plan
Shares issued under restricted stock plan
Amortization of restricted stock
compensation
Exercises of stock options
Repayment of notes receivable
from officers
Balances — October 31, 2003
Comprehensive Income:
Net income applicable to Common and
Class A common stockholders
Unrealized gains on marketable
securities
Total Comprehensive Income
Cash dividends paid:
Common stock ($.78 per share)
Class A common stock ($.86 per share)
Sales of additional shares under dividend
reinvestment plan
Shares issued under restricted stock plan
Amortization of restricted stock
compensation
Exercises of stock options
Repayment of note receivable
from officer
Balances — October 31, 2004
—
—
—
—
14,296
110,375
—
211,762
—
—
6,578,572
—
—
—
61,699
159,500
—
18,000
—
6,817,771
—
—
—
—
181,720
175,500
—
15,000
—
—
—
—
—
2
—
2
—
—
66
—
—
—
1
1
—
—
—
68
—
—
—
—
2
2
—
—
—
7,189,991
—
$72
— —
—
16,080
— —
— —
88
8,749,222
19,494 —
1
43,425
— —
37,312 —
— —
— —
—
—
87,835
364
1,577
—
1,727
—
—
(4,750)
(10,163)
—
—
—
—
—
—
—
18,449,472
185
254,266
(30,487)
— —
— —
— —
18,704 —
56,200 —
— —
24,077 —
— —
—
—
—
1,051
2,665
—
314
—
17,576
(5,135)
(15,565)
—
—
—
—
—
18,548,453
185
258,296
(33,611)
— —
— —
— —
— —
18,306 —
1
58,625
— —
23,624 —
— —
—
—
—
—
2,843
3,245
—
296
—
18,566
—
(5,516)
(16,020)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
472
—
—
—
—
—
—
—
— 16,080
— (4,750)
— (10,163)
— 87,923
—
(1,580)
364
—
942
—
942
1,729
(1,493)
(1,493)
3,017
3,017
(4,013) 220,017
— 17,576
— (5,135)
— (15,565)
—
(2,666)
1,105
—
1,052
—
1,105
314
312
312
(5,262) 219,676
— 18,566
—
472
19,038
— (5,516)
— (16,020)
—
(3,248)
1,322
—
2,845
—
1,322
296
133
133
18,649,008 $186
$264,680
$(36,581)
$472
$(7,055) $221,774
The accompanying notes to consolidated financial statements are an integral part of these statements.
17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) 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 northeast-
ern part of the United States. Other assets include office and retail buildings and industrial properties. The Company’s
major tenants include supermarket chains and other retailers who sell basic necessities. At October 31, 2004, the
Company owned or had interests in 34 properties containing a total of 3.5 million square feet of leasable area.
Principles of Consolidation and Use of Estimates
The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ven-
tures in which the Company has the ability to control the affairs of the venture. The Company believes it has the ability to
control the affairs of its consolidated joint ventures because as the sole general partner, the Company has the exclusive
right to exercise all management powers over the business and affairs of the respective joint ventures. In addition, the
limited partners have no important rights as defined in the AICPA’s Statement of Position (“SOP”) 78-9 “Accounting for
Investments in Real Estate Ventures.” The joint ventures are consolidated into the consolidated financial statements of the
Company. All significant intercompany transactions and balances have been eliminated in consolidation.
The preparation of financial statements in conformity with accounting principles generally accepted in the United
States requires management to make use of estimates and assumptions that affect amounts reported in the financial
statements as well as certain disclosures. Actual results could differ from those estimates.
Reclassifications
Certain prior period amounts have been reclassified (including the presentation of the consolidated statements of
income required by SFAS #144) to conform to the current year presentation.
Federal Income Taxes
The Company has elected to be treated as a real estate investment trust under Sections 856-860 of the Internal Revenue
Code (Code). Under those sections, a REIT, that among other things, distributes at least 90% of real estate trust taxable
income and meets certain other qualifications prescribed by the Code will not be taxed on that portion of its taxable
income that is distributed. The Company believes it qualifies as a REIT and has distributed all of its taxable income for
the fiscal years through 2004 in accordance with the provisions of the Code. Accordingly, no provision has been made
for Federal income taxes in the accompanying consolidated financial statements.
Real Estate Investments
All capitalizable costs related to the improvement or replacement of real estate properties are capitalized. Additions,
renovations and improvements that enhance and/or extend the useful life of a property are also capitalized. Expenditures
for ordinary maintenance, repairs and improvements that do not materially prolong the normal useful life of an asset are
charged to operations as incurred.
Upon the acquisition of real estate, the Company assesses the fair value of acquired tangible assets such as land,
buildings and tenant improvements, intangible assets such as above and below market leases, acquired-in place leases
and other identified intangible assets and assumed liabilities in accordance with Statement of Financial Accounting
Standards (“SFAS”) No. 141. The Company allocates the purchase price to the acquired assets and assumed liabilities
based on their relative fair values. The Company assesses and considers fair value based on estimated cash flow projec-
tions that utilize appropriate discount and/or capitalization rates, as well as available market information. The fair value
of the tangible assets of an acquired property considers the value of the property as if it were vacant.
Above and below market leases acquired are recorded at their fair value. The capitalized above-market lease values
are amortized as a reduction of rental revenue over the remaining term of the respective leases and the capitalized below-
market lease values are amortized as an increase to rental revenue over the remaining term of the respective leases.
The value of in-place leases is based on the Company’s evaluation of the specific characteristics of each tenant’s
lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, current
market conditions, and cost to execute similar leases. The value of in-place leases are amortized to depreciation and
amortization expense over the remaining term of the respective leases. If a tenant vacates its space prior to its contractu-
al expiration date, any unamortized balance of their related intangible asset is expensed.
Depreciation and Amortization
The Company uses the straight-line method for depreciation and amortization. Core and non-core properties are
depreciated over the estimated useful lives of the properties, which range from 30 to 40 years. Property improvements
are depreciated over the estimated useful lives that range from 10 to 20 years. Furniture and fixtures are depreciated
over the estimated useful lives that range from 3 to 10 years. Tenant improvements are amortized over the shorter of the
life of the related leases or useful life.
18
URSTADT BIDDLE PROPERTIES INC.
Deferred Charges
Deferred charges consist principally of leasing commissions, which are amortized ratably over the life of the tenant
leases and financing fees, which are amortized over the terms of the respective agreements. Deferred charges in the
accompanying consolidated balance sheets are shown at cost, net of accumulated amortization of $1,886,000 and
$1,712,000 as of October 31, 2004 and 2003, respectively.
Asset Impairment
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of the asset to aggregate future net cash flows, (undiscounted and without interest),
expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is
measured by the amount by which the carrying amounts of the assets exceed the fair value less costs to sell. It is the
Company’s policy to reclassify properties as assets to be disposed of upon determination that such properties will be
sold within one year.
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. Minimum rental income from leases with
scheduled rent increases is recognized on a straight-line basis over the lease term. At October 31, 2004 and 2003, approxi-
mately $7,199,000 and $5,735,000 has been recognized as straight-line rents receivable (representing the current net
cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases), all of which is
included in tenant receivables in the accompanying consolidated financial statements. Percentage rent is recognized
when a specific tenant’s sales breakpoint is achieved. Property operating expense recoveries from tenants of common
area maintenance, real estate taxes, and other recoverable costs are recognized in the period the related expenses are
incurred. Lease termination amounts received by the Company from its tenants are recognized as income in the period
received. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when
the criteria for recognizing such gains or losses under generally accepted accounting principles have been met.
The Company provides an allowance for doubtful accounts against the portion of tenant receivables (including an
allowance for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable) which is
estimated to be uncollectible. Such allowances are reviewed periodically. At October 31, 2004 and 2003, tenant receiv-
ables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $2,047,000
and $1,369,000, respectively.
Cash and Cash Equivalents
The Company considers highly liquid investments with original maturities of 90 days or less when purchased to be cash
equivalents.
Restricted Cash
Restricted cash consists of those tenant security deposits and replacement and other reserves required by agreement with
certain of the Company’s mortgage lenders for property level capital requirements which are required to be held in sepa-
rate bank accounts.
Marketable Securities
Marketable securities consist of short-term investments and marketable equity securities. Short-term investments (con-
sisting of investments with original maturities of greater than three months when purchased) and marketable equity
securities are carried at fair value. The Company has classified marketable securities as available for sale. Unrealized
gains and losses on available for sale securities are recorded as other comprehensive income in Stockholders Equity. At
October 31, 2004, other comprehensive income consists of net unrealized gains of $472,000. Unrealized gains included
in other comprehensive income will be reclassified into earnings as gains are realized.
Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, restricted cash, tenant receivables, prepaid expenses and other assets,
accounts payable and accrued expenses and other liabilities are reasonable estimates of their fair values because of the
short maturities of these instruments.
The estimated fair value of mortgage notes receivable collateralized by real property is based on discounting the
future cash flows at a year-end risk adjusted lending rate that the Company would utilize for loans of similar risk and
duration. At October 31, 2004 and 2003, the estimated aggregate fair value of the mortgage notes receivable was
$2,016,000 and $2,161,000 respectively.
19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The estimated fair value of mortgage notes payable was $115,000,000 and $114,000,000 at October 31, 2004 and 2003,
respectively. The estimated fair value of mortgage notes payable is based on discounting the future cash flows at a year-
end risk adjusted lending rate currently available to the Company for issuance of debt with similar terms and remaining
maturities.
Although management is not aware of any factors that would significantly affect the estimated fair value amounts,
such amounts have not been comprehensively revalued for purposes of these financial statements since that date and
current estimates of fair value may differ significantly from the amounts presented herein.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and
cash equivalents, mortgage notes receivable and tenant receivables. The Company places its cash and cash equivalents in
excess of insured amounts with high quality financial institutions. The Company performs ongoing credit evaluations of its
tenants and may require certain tenants to provide security deposits or letters of credit. Though these security deposits and
letters of credit are insufficient to meet the terminal value of a tenant’s lease obligation, they are a measure of good faith
and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the
space. There is no dependence upon any single tenant.
Earnings Per Share
The Company calculates basic and diluted earnings per share in accordance with SFAS No. 128, “Earnings Per Share.”
Basic earnings per share (“EPS”) excludes the impact of dilutive shares and is computed by dividing net income applica-
ble to Common and Class A Common stockholders by the weighted number of Common shares and Class A Common
shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other con-
tracts 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 earn-
ings 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):
Numerator
Net income applicable to common stockholders – basic
Effect of dilutive securities:
Operating partnership units
Net income applicable to common stockholders – diluted
Denominator
Denominator for basic EPS – weighted average common shares
Effect of dilutive securities:
Stock options and awards
Operating partnership units
Denominator for diluted EPS – weighted average common equivalent shares
Numerator
Net income applicable to Class A common stockholders – basic
Effect of dilutive securities:
Operating partnership units
Net income applicable to Class A common stockholders – diluted
Denominator
Denominator for basic EPS – weighted average Class A common shares
Effect of dilutive securities:
Stock options and awards
Operating partnership units
Denominator for diluted EPS – weighted average Class A common
equivalent shares
20
2004
2003
2002
$4,488
$4,171
$4,880
192
$4,680
151
$4,322
160
$5,040
6,414
351
55
6,820
6,259
6,089
252
55
6,566
288
55
6,432
$14,078
$13,405
$11,200
175
$14,253
215
$13,620
202
$11,402
18,248
18,200
12,615
278
310
210
310
211
310
18,836
18,720
13,136
URSTADT BIDDLE PROPERTIES INC.
Segment Reporting
The Company operates in one industry segment, ownership of commercial real estate properties which are located prin-
cipally in the northeastern United States. Management reviews operating and financial data for each property separately
and independently from all other properties when making resource allocation decisions and measuring performance.
Recently Issued Accounting Pronouncements
In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities,” which
explains how to identify variable interest entities (“VIE”) and assess whether to consolidate such entities. The provisions
of this interpretation are effective immediately for VIE’s formed after January 31, 2003. For VIE’s formed prior to January
31, 2003, the provisions of this interpretation apply to the first fiscal year or interim period beginning after December 15,
2003. The adoption of this pronouncement in fiscal 2004 did not have any effect on the Company’s operations or finan-
cial position as the Company does not have any VIE’s.
In May 2003, the FASB issued SFAS No. 150 “Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity” (“Statement”). The Statement establishes standards for classifying and measuring as liabili-
ties certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and
equity. In November 2003, the FASB deferred the classification and measurement provisions of the Statement which
apply to certain mandatory redeemable non-controlling interests. This deferral is expected to remain in effect while these
provisions are further evaluated by the FASB. The Company has one finite life joint venture which contains a mandatory
redeemable non-controlling interest. At October 31, 2004 the estimated fair value of the minority interest was approxi-
mately $3.3 million. The joint venture has a termination date of December 31, 2097.
In December 2004, the FASB issued SFAS No. 123R “Accounting for Stock-Based Compensation.” The Statement
supersedes APB Opinion No. 25 “Accounting for Stock Issued to Employees.” The Statement establishes standards
for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair
value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Statement
is effective as of the beginning of the third fiscal quarter of 2005. Management does not believe that the adoption of this
pronouncement will have a material effect on its operations or financial position.
(2) REAL ESTATE INVESTMENTS
The Company’s investments in real estate, net of depreciation, were composed of the following at October 31, 2004
and 2003 (in thousands):
Retail
Office
Industrial
Undeveloped Land
Core
Properties
Non-core
Properties
$322,459
7,723
—
304
$330,486
$2,039
7,300
1,344
—
$10,683
Mortgage
Notes
Receivable
$2,109
—
—
—
$2,109
2004
Totals
$326,607
15,023
1,344
304
$343,278
2003
Totals
$322,835
15,703
1,564
304
$340,406
The Company’s investments at October 31, 2004, consisted of equity interests in 34 properties, which are located in
various regions throughout the United States and mortgage notes. The Company’s primary investment focus is
neighborhood and community shopping centers located in the northeastern United States. These properties are consid-
ered core properties of the Company. The remaining properties are located outside of the northeastern United States and
are considered non-core properties. As a significant concentration of the Company’s properties are in the northeast,
market changes in this region could have an effect on the Company’s leasing efforts and ultimately its overall results of
operations. The following is a summary of the geographic locations of the Company’s investments at October 31, 2004
and 2003 (in thousands):
Northeast
Midwest
Southwest
2004
$331,139
8,089
4,050
$343,278
2003
$327,695
8,704
4,007
$340,406
21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(3) CORE PROPERTIES
The components of core properties were as follows (in thousands):
Land
Buildings and improvements
Accumulated depreciation
2004
$ 70,983
310,954
381,937
(51,451)
$330,486
2003
$ 68,729
300,661
369,390
(42,384)
$327,006
Space at the Company’s core properties is generally leased to various individual tenants under short and intermedi-
ate term leases which are accounted for as operating leases.
Minimum rental payments on non-cancelable operating leases become due as follows: 2005 – $42,991,000;
2006 – $41,021,000; 2007 – $38,432,000; 2008 – $35,416,000; 2009 – $30,514,000 and thereafter – $133,337,000.
Certain of the Company’s leases provide for the payment of additional rent based on a percentage of the tenant’s
revenues. Such additional percentage rents are included in operating lease income and were less than 1% of consolidated
revenues in each of the three years ended October 31, 2004.
Owned Properties
In fiscal 2004, the company purchased four retail properties (“Rye Properties”) totaling 40,000 square feet of leasable
space for total consideration of $11.0 million subject to mortgage loans totaling $4.7 million which encumbered three of
the properties (with fixed interest rates ranging from 7.0% to 7.82%). The assumption of the mortgage loans represent
non-cash financing activities and are therefore not included in the accompanying 2004 consolidated statement of cash
flows. The Company has evaluated the carrying amount of the mortgage loans assumed and adjusted such amounts by
$218,000 to reflect their estimated fair values at the date of acquisition.
In fiscal 2003, the Company acquired four properties for cash consisting of the Westchester Pavilion in White Plains,
New York, for $39.9 million, seven retail building units in The Somers Commons in Somers, New York, for $21.65 million,
the Orange Meadows Shopping Center in Orange, Connecticut, for $11.3 million, and the Greens Farms Plaza, in
Westport, Connecticut, for $10.1 million.
In fiscal 2002, the Company acquired the Airport Plaza shopping center in Danbury, Connecticut for $7.0 million
subject to a first mortgage loan of $2.0 million at a fixed interest rate of 8.375%. The assumption of the first mortgage
represents a non-cash financing activity and is therefore not included in the accompanying 2002 consolidated statement
of cash flows.
Upon the acquisition of real estate properties, the fair value of the real estate purchased is allocated to the acquired
tangible assets, (consisting of land, buildings and building improvements) and identified intangible assets and liabilities,
(consisting of above-market and below-market leases and in-place leases) in accordance with SFAS No. 141 “Business
Combinations.” The Company utilizes methods similar to those used by independent appraisers in estimating the fair
value of acquired assets and liabilities. The fair value of the tangible assets of an acquired property considers the value
of the property “as-if-vacant”. The fair value reflects the depreciated replacement cost of the asset. In allocating purchase
price to identified intangible assets and liabilities of an acquired property, the value of above-market and below-market
leases are estimated based on the differences between (i) contractual rentals and the estimated market rents over the
applicable lease term discounted back to the date of acquisition utilizing a discount rate adjusted for the credit risk
associated with the respective tenants and (ii) the estimated cost of acquiring such leases giving effect to the Company's
history of providing tenant improvements and paying leasing commissions, offset by a vacancy period during which
such space would be leased. The aggregate value of in-place leases, is measured by the excess of (i) the purchase price
paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the
property “as-if-vacant,” determined as set forth above.
The Company is currently in the process of analyzing the fair value of in-place leases for the acquisitions of the Rye
Properties in fiscal 2004, and consequently, no value has yet been assigned to the leases. Accordingly, the purchase price
allocation is preliminary and may be subject to change.
Property Held for Sale and Discontinued Operations
The Company has adopted the provisions of Statement of Financial Accounting Standards No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets” (SFAS #144). SFAS #144 requires, among other things, that the assets and
liabilities and the results of operations of the Company’s properties which have been sold or otherwise qualify as held
22
URSTADT BIDDLE PROPERTIES INC.
for sale be classified as discontinued operations and presented separately in the Company’s consolidated financial state-
ments. Properties held for sale represent properties that are under contract for sale and are expected to close within the
next twelve months.
Property held for sale consists of a shopping center in Farmingdale, New York which was under contract at October
31, 2004. In November 2004, the property was sold (See Note 12) and accordingly, its operating results for the three years
ended October 31, 2004, have been reclassified as discontinued operations in the accompanying consolidated financial
statements. Revenues from discontinued operations were $1,034,000, $1,207,000 and $1,142,000 for the years ended
October 31, 2004, 2003 and 2002 respectively.
Consolidated Joint Ventures
The Company is the general partner in a partnership that owns the Eastchester Mall in Eastchester, New York. The limit-
ed partner who contributed the property in exchange for common and preferred LP units (“partnership units”) is
entitled to preferential distributions of cash flow from the property and may put its partnership units to the Company in
exchange for shares of the Company’s Common Stock, Class A Common stock and cash. However the Company, at its
option, may elect to redeem the partnership units for cash. The Company also has an option to purchase all of the part-
nership units for cash after 2007. At October 31, 2004 there were 54,553 Common LP units, Class A Common LP units
and Preferred LP units outstanding.
The Company is the general partner in a partnership that owns the Arcadian Shopping Center in Briarcliff Manor,
New York. The limited partners contributed the property, subject to a $6.3 million first mortgage, in exchange for part-
nership units (“PU’s”) of the entity. The PU’s are exchangeable into an equivalent number of shares of the Company’s
Class A Common Stock. The limited partners are entitled to preferential distributions of cash flow from the property and
may put their partnership interests to the Company for cash or Class A Common Stock of the Company at a unit price as
defined in the partnership agreement. The Company, at its option, may redeem the limited partners’ interest for cash. At
October 31, 2004 there were 255,097 PU’s outstanding.
The Company is the general partner in a partnership that owns the Ridgeway Shopping Center in Stamford,
Connecticut. The partnership acquired the property in 2002, subject to a $57.4 million mortgage loan. The partners are
entitled to receive an annual cash preference payable from available cash of the partnership. Any unpaid preferences
accumulate and are paid from future available cash, if any. The limited partners' cash preferences are paid after the
general partner's preferences are satisfied. The balance of available cash, if any, is distributed in accordance with the
respective partners' interests. Upon liquidation, proceeds from the sale of partnership assets are to be distributed in
accordance with the respective partners' interests. The partners are not obligated to make any additional capital contri-
butions to the partnership. The Company has retained an affiliate of one of the limited partners to provide management
and leasing services to the property at an annual fee of $125,000 for a period of five years ending in June 2007. The
assumption of the mortgage loan represented a non-cash financing activity and is therefore not included in the accompa-
nying 2002 consolidated statement of cash flows.
The limited partner interests are reflected in the accompanying consolidated financial statements as Minority Interests.
(4) NON-CORE PROPERTIES
At October 31, 2004, the non-core properties consist of two distribution and service properties, one office building and
one retail property located outside of the Northeast region of the United States. The Board of Directors has authorized
management, subject to its approval of any contract for sale, to sell the non-core properties of the Company over a
period of several years in furtherance of the Company’s objectives to focus on northeast properties.
The components of non-core properties were as follows (in thousands):
2004
Land
Buildings and improvements
$ 1,943
18,678
20,621
Accumulated depreciation (9,938)
$10,683
2003
$ 1,943
19,433
21,376
(10,161)
$11,215
Minimum rental payments on non-cancelable operating leases of the non-core properties become due as follows:
2005 – $4,332,000; 2006 – $4,408,000; 2007 – $4,156,000; 2008 – $1,376,000; 2009 – $906,000 and thereafter $1,263,000.
23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) MORTGAGE NOTES RECEIVABLE
Mortgage notes receivable consist of two fixed rate mortgages with contractual interest rates of 9% and 12% which are
secured by commercial property. Interest is recognized on the effective yield method. The mortgage notes are recorded at
a discounted amount which reflects market interest rates at the time of acceptance of the notes. At October 31,2004 and
2003, the unamortized discounts were $349,000 and $393,000 respectively. At October 31, 2004, principal payments on the
mortgage notes receivable become due as follows: 2005 – $130,000; 2006 – $142,000; 2007 – $156,000; 2008 – $170,000;
2009 – $186,000 and thereafter – $1,673,000.
(6) MORTGAGE NOTES PAYABLE AND LINES OF CREDIT
At October 31, 2004, mortgage notes payable are due in installments over various periods to fiscal 2011 at fixed rates of
interest ranging from 6.29% to 8.375% and are collateralized by real estate investments having a net carrying value of
$170,372,000.
Scheduled principal payments during the next five years and thereafter are as follows: 2005 – $2,247,000;
2006 – $9,040,000; 2007 – $11,348,000; 2008 – $53,392,000; 2009 – $17,754,000 and thereafter – $13,662,000.
At October 31, 2004, the Company had two revolving lines of credit arrangements with a bank. One line of credit
(the “Secured Credit Facility”) expires in October 2005 and is secured by first mortgage liens on two properties and pro-
vides for draws of up to $17.5 million. Interest is at Prime + 1/2% or LIBOR + 1.5%. The Secured Credit Facility requires
the Company to maintain certain debt service coverage ratios during its term. At October 31, 2004, the Company had no
outstanding borrowings under this revolving credit agreement. The Company pays an annual fee of .25% on the unused
portion of this credit facility.
The Company also has a $20 million unsecured line of credit arrangement with the same bank which expires in
January 2005. The line of credit is available to acquire real estate, refinance indebtedness and for working capital needs.
Extensions of credit are at the bank’s discretion and subject to the bank’s satisfaction of certain conditions. Outstanding
borrowings bear interest at the Prime + 1/2% or LIBOR + 2.5%. The Company pays an annual fee of .25% on unused
amounts. There were no borrowings outstanding under this line of credit at October 31, 2004.
Interest paid in each of the three years ended October 31, 2004, was $8,113,000, $8,094,000 and $5,584,000, respectively.
(7) PREFERRED STOCK
The 8.99% Series B Senior Cumulative Preferred Stock ("Series B Preferred Stock") and 8.50% Series C Senior Cumulative
Preferred Stock ("Series C Preferred Stock") have no stated maturity, are not subject to any sinking fund or mandatory
redemption and are not convertible into other securities or property of the Company. On or after ten years from date of
issuance, the Company at its option may redeem the Series B Preferred Stock and/or Series C Preferred Stock, in whole
or in part, at a redemption price of $100 per share, plus all accrued dividends. Upon a change in control of the Company
(as defined), each holder of Series B Preferred Stock and Series C Preferred Stock has the right, at such holder's option, to
require the Company to repurchase all or any part of such holder's stock for cash at a repurchase price of $100 per share,
plus all accrued and unpaid dividends.
As the holders of the Series B Preferred Stock and Series C Preferred Stock only have a contingent right to require
the Company to repurchase all or part of such holders shares upon a change of control of the Company (as defined), the
Series B Preferred Stock and Series C Preferred Stock are classified as redeemable equity instruments as a change in
control is not certain to occur.
The Series B Preferred Stock and Series C Preferred Stock contain covenants which require the Company to maintain
certain financial coverages relating to fixed charge and capitalization ratios. Shares of both Preferred Stock series are
non-voting; however, under certain circumstances (relating to non-payment of dividends or failure to comply with the
financial covenants) the preferred stockholders will be entitled to elect two directors. The Company was in compliance
with such covenants at October 31, 2004 and 2003.
In fiscal 2002, the Company repurchased 200,000 shares of its Series B Preferred Stock for $16,050,000 in a negotiated
transaction with a holder of the preferred shares. The Company recorded the excess of the carrying value over the cost to
repurchase the preferred shares of $3,071,000 as an increase in net income applicable to Common and Class A Common
stockholders.
24
URSTADT BIDDLE PROPERTIES INC.
(8) STOCKHOLDERS’ EQUITY
In fiscal 2002, the Company completed a secondary offering of 8,050,000 shares of its Class A Common Stock in an
underwritten public offering. The net proceeds to the Company (after deducting underwriting fees and expenses) were
$81,854,000. In November 2001, the Company also sold 699,222 shares to its underwriters to cover over allotments in
connection with the Company's secondary stock offering of 4,800,000 shares in fiscal 2001. Net proceeds to the Company
amounted to $6,069,000.
Underwriting commissions and costs incurred in connection with the Company's stock offerings are reflected as a
reduction of additional paid in capital.
The Class A Common Stock entitles the holder to 1/20 of one vote per share. Each share of Common Stock and Class
A Common Stock has identical rights with respect to dividends except that each share of Class A Common Stock will
receive not less than 110% of the regular quarterly dividends paid on each share of Common Stock.
The Company has a Dividend Reinvestment and Share Purchase Plan, as amended, (the “Plan”) which permits
shareholders to acquire additional shares of Common Stock and Class A Common Stock by automatically reinvesting
dividends. During fiscal 2004, the Company issued 181,720 shares of Common Stock and 18,306 shares of Class A
Common Stock (61,699 shares of Common Stock and 18,704 shares of Class A Common Stock in fiscal 2003) through the
Plan. As of October 31, 2004, there remained 299,907 shares of common stock and 525,228 shares of Class A common
stock available for issuance under the Plan.
The Company has a stockholders rights agreement, which expires on November 12, 2008. The rights are not
currently exercisable. When they are exercisable, the holder will be entitled to purchase from the Company one one
hundredth of a share of a newly established Series A Participating Preferred Stock at a price of $65 per one one hun-
dredth of a preferred share, subject to certain adjustments. The distribution date for the rights will occur 10 days after a
person or group either acquires or obtains the right to acquire 10% (“Acquiring Person”) or more of the combined voting
power of the Company’s Common Shares, or announces an offer the consummation of which would result in such
person or group owning 30% or more of the then outstanding Common Shares. Thereafter, shareholders other than the
Acquiring Person will be entitled to purchase original common shares of the Company having a value equal to two
times the exercise price of the right.
If the Company is involved in a merger or other business combination at any time after the rights become exercis-
able, and the Company is not the surviving corporation or 50% or more of the Company assets are sold or transferred,
the rights agreement provides that the holder other than the Acquiring Person will be entitled to purchase a number of
shares of common stock of the acquiring company having a value equal to two times the exercise price of each right.
The Company’s articles of incorporation provide that if any person acquires more than 7.5% of the aggregate value
of all outstanding stock, except, among other reasons, as approved by the Board of Directors, such shares in excess of
this limit shall automatically be exchanged for an equal number of shares of Excess Stock. Excess Stock has limited
rights, may not be voted and is not entitled to any dividends.
25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(9) STOCK OPTION AND OTHER BENEFIT PLANS
Stock Option Plan
The Company has a stock option plan whereby 824,093 Common shares and 743,003 Class A Common shares were
reserved for issuance to key employees and non-employee Directors of the Company. As of October 31, 2004, options to
purchase 2,406 shares of Class A Common Stock (and no shares of common stock) were available for future grant.
Options are granted at fair market value on the date of the grant, have a duration of ten years from the date of grant,
and vest over a maximum period of four years from the date of grant.
A summary of stock option transactions during the three years ended October 31, 2004 is as follows:
Year ended October 31,
2004
2003
2002
Common stock:
Balance at beginning of period
Granted
Exercised
Canceled/Forfeited
Balance at end of period
Exercisable
Class A Common Stock:
Balance at beginning of period
Granted
Exercised
Canceled/Forfeited
Balance at end of period
Exercisable
Weighted
Average
Exercise
Prices
$7.62
—
$7.29
$7.27
$7.70
$7.83
—
$7.93
$7.85
Number
of Shares
55,876
—
(15,000)
(15,728)
25,148
25,148
42,733
—
(23,624)
—
19,109
19,109
Weighted
Average
Exercise
Prices
$7.50
—
$7.22
$7.44
$7.62
$7.71
—
$7.61
—
$7.83
Number
of Shares
91,570
—
(18,000)
(17,694)
55,876
55,876
66,810
—
(24,077)
—
42,733
42,733
Weighted
Average
Exercise
Prices
$7.00
—
$6.88
$7.03
$7.50
$7.50
—
$7.26
$7.16
$7.71
Number
of Shares
315,060
—
(211,762)
(11,728)
91,570
91,570
314,605
—
(37,312)
(210,483)
66,810
66,810
At October 31, 2004, exercise prices of shares of Common Stock and Class A Common Stock under option ranged
from $7.04 to $7.69, for the Common Stock and $6.78 to $9.28, for the Class A Common Stock. For both classes of stock
option expiration dates range from April 2005 through April 2009 and the weighted average remaining contractual life
of these options is 2.5 years.
As of October 31, 2004, outstanding options to acquire approximately 6,000 shares each of Common Stock and Class
A Common stock permit the optionee to elect to receive either shares of Common stock, Class A Common Stock or a
combination of both. Upon an election to exercise shares of a class of common stock by the optionee, an equivalent
number of shares of the class of common stock not elected by such optionee are deemed cancelled and no longer avail-
able for future grants.
In connection with the exercise of stock options certain officers of the Company executed full recourse promissory notes
equal to the purchase price of the shares. At October 31, 2004 officers notes receivable totaled $1,300,000 ($1,434,000 at
October 31, 2003) The outstanding notes have a term of ten years and bear interest at an annual rate determined at the date
of origination of the note. The shares are pledged as additional collateral for the notes. Interest is payable quarterly. The exer-
cise of the stock options and the issuance of the notes represent non-cash financing activities and are therefore not included
in the accompanying consolidated statements of cash flows.
The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123,
“Accounting for Stock Based Compensation” (“SFAS 123”). Accordingly, no compensation expense has been recognized
for stock options granted under the plan. Had compensation cost for stock options granted been determined based on
the fair value on the grant date consistent with the provisions of SFAS 123, the effect on the Company’s net income and
earnings per share in each of the three years ended October 31, 2004 would have been immaterial.
26
URSTADT BIDDLE PROPERTIES INC.
Restricted Stock Plan
The Company has a restricted stock plan for key employees and directors of the Company. The restricted stock plan, as
amended, provides for the grant of up to 1,650,000 of the Company's common equity consisting of 350,000 Common
shares, 350,000 Class A Common shares and 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. As of October 31, 2004,
the Company has awarded 685,000 shares of Common Stock and 397,875 shares of Class A Common Stock to partici-
pants as an incentive for future services. The shares vest between five and ten years after the date of grant. At October
31, 2004, 26,750 shares each of Common Stock and Class A Common Stock were vested (13,250 shares each of Common
Stock and Class A Common Stock at October 31, 2003). Dividends on vested and non-vested shares are paid as declared.
The market value of shares is recorded as unamortized restricted stock compensation on the date of grant. Unamortized
restricted stock compensation is expensed over the respective vesting periods. For the years ended October 31, 2004,
2003 and 2002 amounts charged to expense totaled $1,322,000, $1,105,000 and $942,000, respectively.
Profit Sharing and Savings Plan
The Company has a profit sharing and savings plan (the “401K Plan”), which permits all eligible employees to defer a
portion of their compensation in accordance with the Internal Revenue Code. Under the 401K Plan, the Company may
make discretionary contributions on behalf of eligible employees. For the years ended October 31, 2004, 2003 and 2002,
the Company made contributions to the 401K Plan of $127,000, $95,000 and $93,000, respectively. The Company also has
an Excess Benefits and Deferred Compensation Plan that allows eligible employees to defer benefits in excess of amounts
provided under the Company's 401K Plan and a portion of the employee's current compensation.
(10) PRO FORMA FINANCIAL INFORMATION (UNAUDITED)
The unaudited pro forma financial information set forth below is based upon the Company’s historical consolidated
statements of income for the years ended October 31, 2004 and 2003 adjusted to give effect to the acquisitions completed
in fiscal 2003 (see Note 3), the disposition of the Company’s Farmingdale, New York property in November 2004 and the
issuance of 400,000 shares of Series C Preferred Stock (May 2003) as though these transactions were completed on
November 1, 2002.
The pro forma financial information is presented for informational purposes only and may not be indicative of
what the actual results of operations would have been had the transactions occurred as of November 1, 2002 nor does
it purport to represent the results of future operations. (Amounts in thousands, except per share figures).
Pro forma revenues:
Pro forma net income applicable to Common and Class A Common:
Pro forma basic shares outstanding:
Common and Common Equivalent
Class A Common and Class A Common Equivalent
Pro forma diluted shares outstanding:
Common and Common Equivalent
Class A Common and Class A Common Equivalent
Pro forma earnings per share:
Basic:
Common
Class A Common
Diluted:
Common
Class A Common
Year ended October 31,
2003
2004
$64,916
$18,566
6,414
18,248
6,820
18,836
$.69
$.75
$.68
$.75
$62,096
$17,064
6,259
18,200
6,566
18,720
$.63
$.70
$.62
$.69
27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(11) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The unaudited quarterly results of operations for the years ended October 31, 2004 and 2003 are as follows
(in thousands, except per share data):
Year Ended October 31, 2004
Year Ended October 31, 2003
Quarter Ended
Quarter Ended
Jan 31 Apr 30
July 31 Oct 31
Jan 31 Apr 30
July 31 Oct 31
$16,844 $16,157 $15,694 $16,221
$13,372
$14,706 $15,125 $15,950
$6,271
$5,866
$5,341
$5,837
$4,197
$4,870
$5,459
$5,844
Revenues (1)
Net Income
Preferred Stock Dividends
(1,187)
(1,187)
(1,187)
(1,188)
(337)
(337)
(932)
(1,188)
Net Income Applicable to
Common and Class A
Common Stockholders
Basic Earnings per Share:
Common
Class A Common
Diluted Earnings per Share:
Common
Class A Common
$5,084
$4,679
$4,154
$4,649
$3,860
$4,533
$4,527
$4,656
$.19
$.21
$.19
$.21
$.18
$.19
$.17
$.19
$.16
$.17
$.15
$.17
$.17
$.20
$.18
$.19
$.15
$.16
$.15
$.16
$.17
$.19
$.17
$.19
$.17
$.19
$.17
$.19
$.18
$.19
$.17
$.19
(1) All periods have been adjusted to reflect the impact of operating properties classified as held for sale as of October 31, 2004, which are reflected in the caption
Discontinued Operations in the accompanying Consolidated Statements of Income.
(12) SUBSEQUENT EVENTS, COMMITMENTS AND CONTINGENCIES
On January 7, 2005, the Company acquired a 269,000 square foot shopping center located in Stratford, Connecticut for
$50.25 million excluding closing costs. The acquisition was funded with available cash and borrowings of $17.5 million
under the Company’s secured line of credit.
On December 22, 2004, the Company contracted to purchase four retail properties totaling 73,000 square feet located in
New York for an aggregate purchase price of $18 million.
In November 2004, the Company sold a 70,000 square foot shopping center in Farmingdale, New York for a sale price
of $9.75 million, realizing a net gain on the sale of approximately $5.7 million.
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.
28
URSTADT BIDDLE PROPERTIES INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Urstadt Biddle Properties Inc.:
We have audited the accompanying consolidated balance sheets of Urstadt Biddle Properties Inc. (the
‘Company’) as of October 31, 2004 and 2003, and the related consolidated statements of income, cash flows
and stockholders' equity for each of the three years in the period ended October 31, 2004. These financial state-
ments are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Urstadt Biddle Properties Inc. at October 31, 2004 and 2003 and the consolidated results of
their operations and their cash flows for each of the three years in the period ended October 31, 2004 in confor-
mity with U.S. generally accepted accounting principles.
ERNST & YOUNG LLP
New York, New York
December 15, 2004
except for the first two paragraphs in Note 12
as to which the date is January 7, 2005
29
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.
• Hold core properties for long-term investment and
enhance their value through regular maintenance,
periodic renovation and capital improvement
FORWARD LOOKING STATEMENTS
This report 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 report that address activities, events or
developments that the Company expects, believes or antici-
pates will or may occur in the future, including such matters
as future capital expenditures, dividends and acquisitions
(including the amount and nature thereof), expansion and
other development trends of the real estate industry, busi-
ness strategies, expansion and growth of the Company’s
operations and other such matters are forward-looking
statements. These statements are based on certain assump-
tions and analyses made by the Company in light of its
experience and its perception of historical trends, current
conditions, expected future developments and other factors
it believes are appropriate. Such statements are subject to a
number of assumptions, risks and uncertainties, general eco-
nomic 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. Any such
statements are not guarantees of future performance and
actual results or developments may differ materially from
those anticipated in the forward-looking statements.
OVERVIEW
The Company, a REIT, is engaged in the acquisition, owner-
ship 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 retail buildings and industrial
properties. The Company’s major tenants include supermar-
ket chains and other retailers who sell basic necessities. At
October 31, 2004, the Company owned or had controlling
interests in 34 properties containing a total of 3.5 million
square feet of GLA, of which approximately 97% was leased
at October 31, 2004.
The Company focuses on increasing cash flow and, con-
sequently, the value of its properties and seeks continued
growth through strategic re-leasing, renovations and expan-
sion 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 cen-
ters in the northeastern part of the United States with a
concentration in Fairfield County, Connecticut, and
Westchester and Putnam Counties, New York
30
• Selectively dispose of non-core assets and re-deploy the
proceeds into properties located in the Company’s
preferred region
• Increase property values by aggressively marketing
available GLA and renewing existing leases
• Renovate, reconfigure or expand existing properties to
meet the needs of existing or new tenants
• Negotiate and sign leases which provide for regular or
fixed contractual increases to minimum rents
• Control property operating and administrative costs
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are those that are both important
to the presentation of the Company’s financial condition and
results of operations and require management’s most diffi-
cult, 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 con-
junction with the more complete discussion of the
Company’s accounting policies included in Note 1 to the
consolidated financial statements of the Company.
Revenue Recognition
The Company records base rents on a straight-line basis
over the term of each lease. The excess of rents recognized
over amounts contractually due pursuant to the underlying
leases is included in tenant receivables on the accompanying
balance sheets. Most leases contain provisions that require
tenants to reimburse a pro-rata share of real estate taxes and
certain common area expenses. These amounts are recog-
nized in the period the related expenses are incurred.
Expense reimbursement payments generally are made
monthly based on an estimated amount determined at the
beginning of the year. The difference between the actual
amount due and the estimated amounts paid by the tenant
throughout the year is billed or credited to the tenant.
Allowance for Doubtful Accounts
The allowance for doubtful accounts and mortgage notes
receivable is established based on a quarterly analysis of the
risk of loss on specific accounts. The analysis places particu-
lar emphasis on past-due accounts and considers informa-
tion such as the nature and age of the receivables, the pay-
ment history of the tenants or other debtors, the financial
condition of the tenants 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 centers. Estimates are used to
establish reimbursements from tenants for common area
maintenance, real estate tax and insurance costs.
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. The Company analyzes the balance of
its estimated accounts receivable for real estate taxes, com-
mon area maintenance and insurance for each of its proper-
ties by comparing actual recoveries versus actual expenses
and any actual write-offs. Based on its analysis, the
Company may record an additional amount in its allowance
for doubtful accounts related to these items. It is also the
Company’s policy to maintain an allowance of approximate-
ly 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 depreciat-
ed over their estimated useful lives.
The amounts to be capitalized as a result of an acquisi-
tion 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 intangi-
bles involves estimates related to market conditions, proba-
bility 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 assess-
ments 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
Property Improvements
Furniture/Fixtures
Tenant Improvements
30-40 years
10-20 years
3-10 years
Shorter of lease term or useful life
Assessments by the Company of certain other lease
related costs are made when the Company has a reason to
believe that the tenant may not be able to perform under the
terms of the lease as originally expected. This requires man-
agement to make estimates as to the recoverability of such
assets.
Asset Impairment
On a periodic basis, management assesses whether there are
any indicators that the value of the real estate properties and
mortgage notes receivable 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 use-
ful life is less than the net carrying value of the property.
Such cash flow projections consider factors such as expected
future operating income, trend 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 impair-
ment losses which could be substantial. Management does
not believe that the value of any of its rental properties or
mortgage notes receivable is impaired at October 31, 2004.
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2004, the Company had unrestricted cash and
cash equivalents of $25.9 million compared to $22.4 million
in 2003. 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, man-
agement and professional fees, and dividend requirements
place demands on the Company's short-term liquidity.
Cash Flows
The Company expects to meet its short-term liquidity
requirements primarily by generating net cash from the
operations of its properties. The Company believes that its
net cash provided by operations will be sufficient to fund its
short-term liquidity requirements for fiscal 2005 and to meet
its dividend requirements necessary to maintain its REIT
status. In fiscal 2004, 2003 and 2002, net cash provided by
operations amounted to $30.7 million, $31.2 million and
$18.5 million, respectively. Cash dividends paid increased to
$26.3 million in 2004 compared to $23.5 million in 2003 and
$16.4 million in 2002. The Company expects to continue pay-
ing regular dividends to its stockholders. These dividends
will be paid from operating cash flows which are expected
to increase due to property acquisitions and growth in oper-
ating income in the existing portfolio and from other
sources. The Company derives substantially all of its rev-
enues from tenants 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 typical-
ly invests — primarily grocery-anchored neighborhood and
community shopping centers — provides a more stable rev-
enue 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.
Capital Resources
The Company expects to fund its long-term liquidity
requirements such as property acquisitions, repayment of
indebtedness and capital expenditures through other long-
term indebtedness (including indebtedness assumed in
acquisitions), proceeds from sales of properties and/or the
issuance of equity securities. The Company believes that
31
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 condi-
tions at the time of sale.
Financings and Debt
During fiscal 2002, the Company filed a shelf registration
statement on Form S-3 for up to $150 million of debt securi-
ties, preferred stock, depository shares, common stock and
Class A common stock. As of October 31, 2004, the Company
had $62.3 million available for issuance under this shelf
registration statement.
In May 2003, the Company sold 400,000 shares of a new
issue of Series C Cumulative Preferred Stock (Series C
Preferred Stock) for net proceeds of $38.4 million. The Series
C Preferred Stock issue entitles the holders to a 8.5% cumu-
lative dividend. The Company used a portion of the pro-
ceeds to purchase retail properties in 2004 and 2003. The
Company intends to use the balance of the proceeds for
property acquisitions during fiscal 2005.
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 cur-
rent 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 consist of $107,443,000 of fixed
rate mortgage loan indebtedness with a weighted average
interest rate of 7.48% at October 31, 2004. The mortgage loans
are secured by fourteen properties and have fixed rates of
interest ranging from 6.29% to 8.375%. The Company antici-
pates that it will make principal mortgage payments due in
fiscal 2005 from available cash. The Company expects to refi-
nance a majority of its mortgage loans, at or prior to sched-
uled maturity, through replacement mortgage loans. The abil-
ity 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 refinancing
can be achieved.
At October 31, 2004, the Company had a secured revolv-
ing credit facility with a bank which expires in October 2005
and allows for borrowings up to $17.5 million. The secured
credit line is collateralized by two properties having a net
book value of $28.5 million at October 31, 2004. The Company
intends to seek renewal of the facility at its scheduled expira-
tion. The Company also has a $20 million unsecured revolv-
ing line of credit with the same bank which was scheduled to
expire in January 2005. In December 2004, the Company
extended the unsecured credit line for an additional one year
32
period. Extensions of credit under the unsecured credit line
are at the bank’s discretion and subject to certain conditions
to the bank’s satisfaction. Both revolving credit lines are avail-
able to finance the acquisition, management and/or develop-
ment of commercial real estate, refinance indebtedness and
for working capital purposes. There were no borrowings on
either credit line during the year and there were no outstand-
ing borrowings at October 31, 2004.
Contractual Obligations
The Company’s contractual payment obligations as of
October 31, 2004, were as follows (amounts in thousands):
Payments Due by Period
Total
2005
2006
2007
2008
2009
There-
after
Mortage
Notes
Payable
Tenant
Obligations*
Total
Contractual
Obligations
$107,443 $2,247 $9,040
$11,348
$53,392 $17,754 $13,662
1,843
1,034
809
—
—
—
—
$109,286 $3,281 $9,849
$11,348
$53,392 $17,754 $13,662
*Committed tenant-related obligations based on executed leases as of
October 31, 2004.
The Company has various standing or renewable ser-
vice contracts with vendors related to its property manage-
ment. In addition, the Company also has certain other utility
contracts entered into in the ordinary course of business
which may extend beyond one year, which vary based on
usage. These contracts include terms that provide for cancel-
lation with insignificant or no cancellation penalties.
Contract terms are generally one year or less.
Off-Balance Sheet Arrangements
During the twelve month periods ended October 31, 2004
and 2003, the Company did not have any off-balance sheet
arrangements.
Capital Expenditures
The Company invests in its existing properties and regularly
incurs capital expenditures in the ordinary course of busi-
ness to maintain its properties. The Company believes that
such expenditures enhance the competitiveness of its prop-
erties. In each of the three years ended October 31, 2004, the
Company incurred approximately $2.8 million for capital
expenditures for property improvements and tenant
allowances and commissions in connection with the
Company’s leasing activities. The amounts of these expendi-
tures can vary significantly depending on tenant negotia-
tions, market conditions and rental rates. The Company
expects to incur an additional $5 million for expected capital
improvements and leasing costs in fiscal 2005. These expen-
ditures are expected to be funded from operating cash flows
or borrowings.
Acquisitions and Sales
The Company seeks to acquire properties which are primari-
ly shopping centers located in the northeastern part of the
United States.
In fiscal 2004, the Company acquired four retail proper-
ties totaling 40,000 square feet of leasable space, for a total
purchase price of $11.0 million. In connection with the acqui-
sition of three of the properties, the Company assumed
mortgage loans totaling $4.7 million.
In fiscal 2003, the Company acquired four properties
totaling 436,000 square feet in separate transactions for
approximately $83 million. The properties were purchased
with cash raised from sales of equity securities and consisted
of: the Westchester Pavilion in White Plains, New York, for
$39.9 million, the Orange Meadows Shopping Center in
Orange, Connecticut, for $11.3 million, the Greens Farms
Plaza in Westport, Connecticut, for $10.1 million and seven
retail building units in Somers Commons in Somers, New
York for $21.7 million.
In fiscal 2002, the Company acquired a 90% general
partner interest in a shopping center in Stamford,
Connecticut for $86.8 million. The property was acquired
subject to a $57.4 million first mortgage loan. The Company
also purchased a shopping center in Danbury, Connecticut
for $7.0 million subject to a first mortgage loan of $2.0
million and acquired the remaining 15% interest in an office
building for a purchase price of $1.25 million.
Shortly after the close of fiscal 2004, the Company sold
its Farmingdale, New York property for $9.75 million. The
proceeds are expected to be used to acquire additional prop-
erties in the Company’s target acquisition area.
On December 22, 2004, the Company contracted to
purchase four retail properties totaling 73,000 square feet in
New York for an aggregate purchase price of $18 million.
On January 7, 2005, the Company acquired a
269,000 square foot shopping center located in Stratford,
Connecticut for $50.25 million, excluding closing costs. The
acquisition was funded with available cash and borrowings
of $17.5 million under the Company’s secured line of credit.
NON-CORE ASSETS
In a prior year, the Company's Board of Directors expanded
and refined the strategic objectives of the Company to refo-
cus its real estate portfolio into one of self-managed retail
properties located in the northeast and authorized the sale of
the Company’s non-core properties in the normal course of
business over a period of several years. The non-core prop-
erties consist of two distribution service facilities, one office
building and one retail property (all of which are located
outside of the northeast region of the United States). The
Company intends to sell its non-core properties as opportu-
nities become available. The Company’s ability to generate
cash from asset sales is dependent upon market conditions
and will necessarily be limited if market conditions make
such sales unattractive. There were no sales of non-core
properties during fiscal 2004. At October 31, 2004, the four
non-core properties had a net book value of approximately
$10.7 million.
FUNDS FROM OPERATIONS
The Company considers Funds from Operations (“FFO”) to
be an additional measure of an equity REIT’s operating per-
formance. 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 GAAP),
excluding gains (or losses) from sales of property plus real
estate related depreciation and amortization, and after
adjustments for unconsolidated joint ventures.
Management considers FFO to be a meaningful, addi-
tional measure of operating performance because it primari-
ly 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 depreciation 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)
• 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 simi-
larly 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 in accordance with
GAAP to FFO for each of the three years in the period ended
October 31, 2004 (amounts in thousands).
October 31,
2004
2003
2002
Net Income Applicable to Common
and Class A Common Stockholders $18,566
$17,576
$16,080
Plus: Real property depreciation
8,547
7,831
5,459
Amortization of tenant
improvements and allowances
Amortization of deferred
leasing costs
2,175
2,088
2,088
525
469
517
Funds from Operations Applicable
to Common and Class A Common
Stockholders
Net Cash Provided by (Used in):
$29,813
$27,964
$24,144
Operating Activities
$30,744
$31,176
$18,532
Investing Activities
$(2,416) $(68,818)
$(64,960)
Financing Activities
$(24,837)
$14,749
$59,023
FFO increased by 6.6% to $29.8 million in fiscal 2004
compared to $28.0 million in fiscal 2003. This increase is
attributable to an increase in net income from continuing
operations resulting from an increase in overall property
operating income and recent property acquisitions.
33
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Fiscal 2004 vs. Fiscal 2003
Revenues
Base rents increased 8.3% to $49.7 million in fiscal 2004 from
$45.9 million in fiscal 2003. The increase in base rents reflects
the additional base rents from four properties acquired in
fiscal 2003. The acquisitions of these properties increased
base rents incrementally by $3.2 million in fiscal 2004. In
addition, base rents increased by $584,000 in fiscal 2004 from
the effect of new leasing and renewals of expiring leases at
generally higher base rental rates.
Recoveries from tenants (which represent reimburse-
ments from tenants for property operating expenses and
property taxes) increased 13.7% in fiscal 2004 compared to
fiscal 2003. The increase in recoveries from tenants includes
amounts applicable to properties acquired in fiscal 2003
which increased this component of revenues by $888,000 in
fiscal 2004 compared to fiscal 2003. Recoveries from tenants
for properties owned in both 2004 and 2003 increased by
$779,000 due to higher tenant recovery rates and property
tax recoveries.
In fiscal 2004, the Company leased or renewed
approximately 284,000 square feet of space or 10.5% of
the total core property GLA. At October 31, 2004, the
Company’s core properties were 99% leased, an increase
of approximately 2% since the beginning of the year.
The Company’s non-core office building property in
Southfield, Michigan was approximately 30% vacant at
October 31, 2004. The office leasing market in this region of
the country continues to be weak and the Company is
aggressively marketing the vacant space. A tenant who
leased 41,000 sf of space in the building did not renew its
lease upon expiration in December 2004.
The Company’s single largest real estate investment is
its 90% ownership interest in Ridgeway Shopping Center (a
consolidated joint venture) located in Stamford, Connecticut.
Ridgeway’s revenues represented approximately 15.4% or
$10.2 million of total consolidated revenues in fiscal 2004
compared to 16.4% or $9.9 million in fiscal 2003. The proper-
ty was 99% leased at October 31, 2004.
Lease termination income of $577,000 in fiscal 2004
consisted of a lease cancellation payment of $265,000 from a
tenant who terminated during the year and a payment of
$312,000 received in settlement of a bankruptcy action of a
former tenant.
Interest income in fiscal 2004 decreased from the prior
year from the utilization of cash to purchase properties in
both fiscal 2004 and 2003 and the repayment of a $1.2 mil-
lion note receivable in fiscal 2003.
Expenses
Property operating expenses increased 2.2% to $10.2 million
in fiscal 2004 from $10.0 million last year. Property expenses
of recently acquired properties increased operating expenses
by $557,000 in fiscal 2004. Operating expenses for properties
owned in both 2004 and 2003 decreased by $358,000 from
34
lower snow removal costs and repairs and maintenance
expenses.
Property taxes increased to $8.6 million or 16.5% in
fiscal 2004 compared to 2003. New properties increased
property taxes by $628,000 in fiscal 2004. Property taxes for
properties owned in both 2004 and 2003 increased by
$613,000 from higher real estate tax assessment rates at
several of the Company’s properties in the current year. The
Company anticipates that it will incur higher property tax
assessment rates at certain of its properties in fiscal 2005.
Depreciation and amortization expense increased
$863,000 in fiscal 2004 from additional depreciation on
recent property acquisitions.
General and administrative expense increased by
$262,000 in fiscal 2004 due primarily to higher compensation
costs, including an increase in restricted stock compensation
of $217,000 in fiscal 2004.
Discontinued Operations
In September 2004, the Company contracted to sell its
Farmingdale, New York shopping center for $9.75 million
and in November 2004, the property was sold. Accordingly,
the property’s operating results for the three years ended
October 31, 2004 have been reclassified as discontinued
operations in accordance with SFAS #144. Revenues for
this property totaled $1,034,000, $1,207,000, and $1,142,000
for the years ended October 31, 2004, 2003, and 2002,
respectively.
Fiscal 2003 vs. Fiscal 2002
Revenues
Base rents and recoveries from tenants increased to $45.9
million and $12.1 million or 36.9% and 61.3% respectively,
in fiscal 2003 from $33.5 million and $7.5 million in fiscal
2002. The increase in base rents and recoveries from
tenants resulted primarily from (i) the acquisition of four
properties in fiscal 2003 containing 436,000 square feet of
leasable space, providing revenues of $8.3 million in the
year (ii) the full year impact related to two operating prop-
erties acquired in 2002, providing incremental revenue of
$6.5 million in fiscal 2003 (iii) an increase in recoveries of
property operating expenses and property taxes from
tenants of $700,000 in fiscal 2003 and (iv) an overall increase
in the leasing levels at the Company’s properties.
At October 31, 2003, the Company’s core portfolio was
97% leased compared to 96% leased in fiscal 2002. During
fiscal 2003, the Company renewed or signed new leases
totaling 375,000 square feet of space.
Lease termination income of $80,000 represented a lease
cancellation payment from a tenant who terminated its lease
early. This space was re-leased during the year.
Interest income in fiscal 2003 decreased due to the
utilization of cash from the Company’s sale of 8,050,000
shares of Class A common stock in fiscal 2002. The cash was
used to acquire properties in fiscal 2003.
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 which
would be reasonably likely to have a material adverse effect
on the Company. There can be no assurance, however, that
(a) the discovery of environmental conditions, which were
previously unknown, (b) changes in law, (c) the conduct of
tenants or (d) activities relating to properties in the vicinity
of the Company’s properties, will not expose the Company
to material liability in the future. Changes in laws increasing
the potential liability for environmental conditions existing
on properties or increasing the restrictions on discharges or
other conditions may result in significant unanticipated
expenditures or may otherwise adversely affect the opera-
tions of the Company’s tenants, which would adversely
affect the Company’s financial condition and results of
operations.
Expenses
Operating expenses, including depreciation and amortiza-
tion, increased to $38.9 million in fiscal 2003 from $28.8
million in fiscal 2002. Property operating expenses increased
$5.0 million of which $4.6 million was attributable to the
property expenses of newly acquired properties. Property
expenses for properties owned during both 2003 and 2002
increased 4.0% from higher snow removal and property tax
costs, which increased expenses by $475,000 and $171,000
respectively in fiscal 2003.
Interest expense increased to $8.1 million in fiscal 2003
from $60 million in mortgage loans assumed in connection
with property acquisitions in fiscal 2002.
Depreciation expense increased by $2.4 million in fiscal
2003 from the additional depreciation on recent property
acquisitions.
General and administrative expenses increased to $3.2
million in fiscal 2003 due principally to higher compensation
costs .
INFLATION
The Company’s long-term leases contain provisions to miti-
gate 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 renew-
al at then current market rates if rents provided in the expir-
ing 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.
35
TAX STATUS
The Company has elected to be treated as a real estate investment trust under the Internal Revenue Code.
Thus, generally it will be subject to Federal income taxes only on that part of its taxable income not distributed
as dividends so long as 90% of such taxable income is distributed. The Company has distributed all of its
taxable income for fiscal 2004 and, accordingly, no provision has been made for Federal income taxes.
INCOME TAX INFORMATION
The tax status for Federal income tax purposes of the dividends paid by the Company during fiscal 2004 is
as follows:
Common and Class A Common Shares:
Common Share
Gross
Dividend
Distributed
Class A Common Share
Gross
Dividend
Distributed
Paid Ordinary
Income
Per Share
Non
Taxable
Paid Ordinary
Income
Per Share
Non
Taxable
Dividend
Payment Date
January 16, 2004
April 16, 2004
July 16, 2004
October 15, 2004
Total
Preferred Shares:*
Dividend
Payment Date
January 31, 2004
April 30, 2004
July 30, 2004
October 29, 2004
Total
$.195
$.195
$.195
$.195
$.780
$.178
$.178
$.178
$.178
$.712
$.017
$.017
$.017
$.017
$.068
$.215
$.215
$.215
$.215
$.860
$.196
$.196
$.196
$.196
$.784
$.019
$.019
$.019
$.019
$.076
Series B
Preferred Share
Series C
Preferred Share
$2.2475
$2.2475
$2.2475
$2.2475
$8.99
$2.1250
$2.1250
$2.1250
$2.1250
$8.50
*All dividends paid during 2004 on shares of Series B Preferred Stock and Series C Preferred Stock were ordinary income for federal income tax purposes.
MARKET PRICE RANGES
The following sets forth, for the fiscal years ended October 31, 2004 and 2003, the low and high closing
sales price per Common Share and Class A Common Share as quoted on The New York Stock Exchange.
Shares trade on the New York Stock Exchange under the Symbols: UBP and UBA.
Common Shares
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Class A Common Shares
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
36
Fiscal 2004
Low High
$13.15 – $14.00
$13.00 – $15.10
$12.91 – $14.70
$13.75 – $15.85
$13.63 – $14.94
$13.88 – $16.60
$12.60 – $15.55
$13.75 – $16.81
Fiscal 2003
Low High
$11.00 – $12.70
$11.95 – $13.03
$12.70 – $13.80
$12.60 – $13.40
$10.85 – $11.72
$11.00 – $12.54
$12.15 – $13.80
$13.10 – $14.30
URSTADT BIDDLE PROPERTIES INC.
DIRECTORS
CHARLES J. URSTADT
Chairman, Urstadt Biddle Properties Inc.
ROBERT R. DOUGLASS
Vice Chairman, Urstadt Biddle Properties Inc.
Of Counsel, Milbank, Tweed, Hadley and McCloy
WILLING L. BIDDLE
President, Urstadt Biddle Properties Inc.
E. VIRGIL CONWAY
Retired Chairman, New York State Metropolitan
Transportation Authority
PETER HERRICK
Retired Vice Chairman, The Bank of New York
GEORGE H.C. LAWRENCE
Chairman and Chief Executive Officer
Lawrence Properties
ROBERT J. MUELLER
Retired Senior Executive Vice President
The Bank of New York
CHARLES D. URSTADT
President, Urstadt Property Co., Inc.
GEORGE J. VOJTA
Retired Vice Chairman
Bankers Trust Company
Directors Emeriti
GEORGE T. CONKLIN, JR.
GEORGE M. HUBBARD, JR.
JAMES O. YORK
Officers
CHARLES J. URSTADT
Chairman and Chief Executive Officer
WILLING L. BIDDLE
President and Chief Operating Officer
JAMES R. MOORE
Executive Vice President, Chief Financial Officer
and Treasurer
RAYMOND P. ARGILA
Senior Vice President, Legal
THOMAS D. MYERS
Senior Vice President and Secretary
JOHN C. MERRITT
Vice President, Acquisitions
LINDA L. LACEY
Vice President, Leasing
JAMES M. ARIES
Vice President, Acquisitions and Leasing
JOSEPH V. LoPARRINO
Vice President, Controller
WAYNE W. WIRTH
Vice President, Construction
HEIDI R. BRAMANTE
Assistant Vice President and Assistant Controller
CHARLES R. DAVIS, JR.
Assistant Vice President, Leasing
LUISA CAYCEDO-KIMURA
Assistant Secretary
Securities Traded
New York Stock Exchange
Symbols: UBA, UBP and UBP.C
Stockholders of Record as of December 31, 2004:
Common Stock: 1,276 and Class A Common Stock: 1,291
Annual Meeting
The annual meeting of stockholders will be held
at 11:00 A.M. March 9, 2005 at The Stamford Marriott
Hotel, Stamford, Connecticut.
Form 10-K
A copy of the Company’s 2004 Annual Report on
Form 10-K filed with the Securities and Exchange
Commission may be obtained by stockholders
without charge by writing to the Secretary of the
Company at its executive office.
Shareholder Information and Dividend
Reinvestment Plan
Inquiries regarding stock ownership, dividends or
the transfer of shares can be addressed to our Transfer
Agent, The Bank of New York, Shareholder Relations
Department–11E, P.O. Box 11258, Church Street
Station, New York, NY 10286-1258 or call toll-free at
1-800-524-4458. The Company has a dividend reinvest-
ment plan which provides stockholders with a con-
venient means of increasing their holdings without
incurring commissions or fees. For information about
the plan, stockholders should contact the Transfer
Agent. Other shareholder inquiries should be directed
to Thomas D. Myers, Secretary, telephone
(203)-863-8200.
Investor Relations
Investors desiring information about the Company
can contact James R. Moore, Executive Vice President,
telephone (203) 863-8200. Investors are also encouraged
to visit our web site at: www.ubproperties.com
Auditors
Ernst & Young LLP
General Counsel
Coudert Brothers
Executive Office of the Company
321 Railroad Avenue
Greenwich, CT 06830
Tel: (203) 863-8200
Fax: (203) 861-6755
Website: www.ubproperties.com
Memberships
National Association of Real Estate Investment Trusts, Inc.
(NAREIT)
International Council of Shopping Centers (ICSC)
37
URSTADT BIDDLE
PR O P E R T I E S I N C .
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830
Somers Commons
Somers, New York
Townline Square
Meriden, Connecticut
Ridgeway Shopping Center
Stamford, Connecticut
Greens Farms Plaza
Westport, Connecticut
Five Town Plaza
Springfield, Massachusetts