2010 ANNUAL REPORT
41 CONSECUTIVE YEARS
OF UNINTERRUPTED DIVIDENDS.
17 CONSECUTIVE YEARS OF
INCREASED DIVIDENDS.
Stock prices are only opinions.
But dividends are facts..
(In Millions)
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
’01
’01
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’03
’04
’04
’05
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Revenues
Funds From Operations
Common & Class A
Dividends Paid
URSTADT BIDDLE
PRO P ER T IES INC .
Urstadt Biddle Properties Inc. is a self-
administered publicly held real estate
investment trust providing investors with a
2010 ANNUAL REPORT CONTENTS
Selected Financial Data ......................................................................................1
Letter to Our Stockholders ..........................................................................2
Map of Core Properties..................................................................................10
Investment Portfolio ...........................................................................................12
Financials.................................................................................................................................13
Directors and Officers ..............................Inside Back Cover
means of participating in the ownership of
income-producing properties. Our core properties
consist of neighborhood and community
shopping centers in suburban areas of the
northeastern United States with a primary
concentration in Fairfield County, Connecticut,
Westchester and Putnam Counties, New York
and Bergen County, New Jersey. Non-core assets
consist of two industrial properties.
Class A Common Shares, Common Shares, Series
C Preferred Shares and Series D Preferred Shares
of the Company trade on the New York Stock
Exchange under the symbols “UBA,” “UBP,”
“UBPPRC” and “UBPPRD.”
Members of the
Board of Directors of Urstadt
Biddle Properties ringing the
closing bell at the New York
Stock Exchange on June 8,
2010 in celebration of their
40th anniversary of being a
NYSE listed company.
SELECTED FINANCIAL DATA
(In thousands, except per share data)
Year Ended October 31, 2010 2009 2008 2007 2006
Balance Sheet Data:
Total Assets $557,053 $504,539 $506,117 $471,770 $451,350
Revolving Credit Lines $ 11,600 $ — $ 5,100 $ — $ —
Mortgage Notes Payable $118,202 $116,417 $104,954 $ 96,282 $104,341
Redeemable Preferred Stock $ 96,203 $ 96,203 $ 96,203 $ 52,747 $ 52,747
Operating Data:
Total Revenues $ 85,149 $ 82,727 $ 80,856 $ 81,880* $ 72,302
Total Expenses and Payments
to Noncontrolling Interests $ 58,211 $ 55,645 $ 52,649 $ 49,630 $ 48,708
Net Income Attributable to
Urstadt Biddle Properties Inc. $ 27,542 $ 27,743 $ 28,525 $ 32,751 $ 24,544
Per Share Data:
Basic Earnings Per Share:
Class A Common Stock $ .58 $ .60 $ .66 $ .95 $ .63
Common Stock $ .53 $ .55 $ .60 $ .86 $ .56
Diluted Earnings Per Share:
Class A Common Stock $ .57 $ .59 $ .64 $ .93 $ .61
Common Stock $ .52 $ .54 $ .58 $ .83 $ .55
Cash Dividends on:
Class A Common Stock $ .97 $ .96 $ .95 $ .92 $ .90
Common Stock $ .88 $ .87 $ .86 $ .83 $ .81
Total $1.85 $1.83 $1.81 $1.75 $1.71
Other Data:
Net Cash Flow Provided by (Used in):
Operating Activities $ 45,172 $ 42,611 $ 44,997 $ 49,307 $ 35,429
Investing Activities $ (51,195) $ (3,095) $(33,694) $ (19,457) $ (20,129)
Financing Activities $ 11,358 $ (30,840) $(13,857) $ (28,432) $ (38,994)
Funds from Operations (Note) $ 30,053 $ 30,108 $ 30,444 $ 37,062* $ 28,848
Common and Class A Dividends
(as a percentage of Funds from Operations) 86% 82% 80% 64% 80%
Note: The Company has adopted the definition of Funds from Operations (FFO) suggested by the National Association of Real Estate Investment Trusts (NAREIT) and defines
FFO as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of properties plus real estate related depreciation
and amortization and after adjustments for unconsolidated joint ventures. For a reconciliation of net income and FFO, see Management’s Discussion and Analysis of Financial
Conditions and Results of Operations on page 33. FFO does not represent cash flows from operating activities in accordance with generally accepted accounting principles and
should not be considered an alternative to net income as an indicator of the Company’s operating performance. The Company considers FFO a meaningful, additional measure of
operating performance because it primarily excludes the assumption that the value of its real estate assets diminishes predictably over time and industry analysts have accepted it
as a performance measure. FFO is presented to assist investors in analyzing the performance of the Company. It is helpful as it excludes various items included in net income that
are not indicative of the Company’s operating performance. However, comparison of the Company’s presentation of FFO, using the NAREIT definition, to similarly titled measures
for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs. For a further discussion of FFO, see
Management’s Discussion and Analysis of Financial Conditions and Results of Operations on page 33.
Total Revenues
(In thousands)
*
0
8
8
,
1
8
$
6
5
8
,
0
8
$
7
2
7
,
2
8
$
9
4
1
,
5
8
$
2
0
3
,
2
7
$
Funds From Operations
(In thousands)
*
2
6
0
,
7
3
$
8
4
8
,
8
2
$
4
4
4
,
0
3
$
8
0
1
,
0
3
$
3
5
0
,
0
3
$
Combined Dividends
Paid on Common and
Class A Common Shares
(Per share)
1
7
.
1
$
5
7
.
1
$
1
8
.
1
$
3
8
.
1
$
5
8
.
1
$
’06
’07
’08
’09
’10
’10
’06
’07
’08
’09
’10
’10
’06
’07
’08
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’10
*Includes $6 million settlement of lease guarantee obligation.
1
LETTER TO OUR STOCKHOLDERS
Well, we feel a lot better than we did a year ago! The frightening scare is over.
Credit markets have basically returned to normal. Retailers have cut costs,
adapted to survive with a more cost-conscious customer base and are looking to open
stores again. The property markets have thawed and properties are trading again, albeit
at aggressive cap rates.
1. New Milford Plaza
New Milford, CT
2. Putnam Plaza
Carmel, NY
Description: Shopping Center
consisting of 231,000 square feet
of gross leaseable area (“GLA”)
on 22 acres of land
Anchor tenants: Super Stop & Shop
and Walmart
Price: $22.3 million subject
to an existing mortgage of
$9 million
Location: On Route 7, the
main four-lane north/south
road between Danbury and
New Milford
Closing date: May 2010
Description: Shopping Center
consisting of 193,000 square feet
of GLA on 20 acres of land
Anchor tenants: Hannaford
Supermarket (a division of
Delhaize Group) and NY Sports
Health Club
Price: $29.7 million subject
to a $21 million mortgage
obtained at closing
Location: On Route 6, a major
four-lane road
Closing date: April 2010
NEW ACQUISITIONS:
This year, your Company
acquired an interest in four,
quality grocer-anchored
properties in our market:
James M. Aries
Senior Vice President and
Director of Acquisitions
Stephan Rapaglia
Vice President, Real Estate Counsel
and Assistant Secretary
Top: New Milford Plaza, New Milford, Connecticut
Bottom: Putnam Plaza, Carmel, New York
2
Note: UBP purchased a 66.67%
interest in this shopping center
through a tenancy in common
structure. The remaining 33.33%
is owned by a family in the real
estate business, known by UBP’s
management for over 25 years.
UBP contributed 66.67% of the
equity ($6.6 million at closing).
UBP is the managing and leasing
agent for the property.
3. Midway Shopping Center
Scarsdale, NY
Description: Shopping Center
consisting of 247,000 square feet
of GLA on 29 acres of land
Anchor tenants: ShopRite
Supermarket, CVS, Jo-Ann Fabrics
and Annie sez
Location: On Central Park Avenue
(Route 100), one of Westchester
County’s busiest roads
Closing date: June 2010
Note: UBP purchased a 25%
general partner interest,
representing a 10% equity interest
in the property. Members of the
families who built the property
in the 1950’s and renovated the
property in the early 2000’s own
the balance of the equity. UBP is
the managing and leasing agent
for the property. A new 47,000
square foot ShopRite Supermarket
opened in January 2011. UBP also
loaned the partnership $11.6
million for 2.5 years to refinance
existing loans.
Top: Midway Shopping Center, Scarsdale, New York
Bottom: Village Commons, Katonah, New York
4. Village Commons
Katonah, NY
Description: Mixed Use property
consisting of 28,000 square feet
of GLA on 2 acres. Seventy-five
percent of the income is from
retail tenants; the balance is high
quality office space.
Anchor tenant: Mrs. Green’s
Natural Market
Location: On both sides of Katonah
Avenue, the main street through
Katonah, a hamlet of Bedford, NY.
The property is two blocks from
the Metro North train station, a
one-hour ride to NYC.
Closing date: April 14, 2010
In total, UBP invested $46 million
in debt and equity in these new
acquisitions. The Company funded
the acquisitions with borrowings
on its credit lines, subsequently
repaid with proceeds from a
follow-on offering of Class A
Common Stock. On average, these
properties were 95% leased at
closing and will be accretive to
earnings in 2011.
Retailers are looking to
open stores again. The
property markets have
thawed and properties
are trading again, albeit
at aggressive cap rates.
3
UBA Stock Price
Follow-on Class A Common Stock sold at $18.05
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D A T E
EQUITY SALE:
RESULTS OF OPERATIONS:
with the equity sale in September,
our funds from operations was
essentially flat for the year on an
aggregate total basis, but down
about 3% on a per share basis.
Real estate tax costs from cash-
strapped municipalities and
school districts continue to rise
and negatively affect our costs.
In 2010, we reduced non-payroll
G&A by 5% while maintaining
our already lean staffing. We are
pleased that our successful
business plan has permitted us to
avoid the staff reductions faced by
many of our peers. We feel that
keeping our FFO essentially flat
for the year was a good
accomplishment in light of the
challenges we faced and when so
many of our peers had continued
to have significant declines in
their FFO. We have one $4.1
million mortgage coming due in
2011 and we continue to have
confirmed credit lines in the total
amount of $80 million from The
Bank of New York Mellon and
Wells Fargo Bank, NA, financially
strong banks that we have had
relationships with for over 25 years.
John T. Hayes, Senior Vice President,
Chief Financial Officer and Treasurer
In 2010, revenues rose to a record
$85.1 million. In part due to a
decline in occupancy from the
same period in 2009, coupled
We feel that keeping our FFO essentially flat for
the year was a good accomplishment in light of
the challenges we faced and when so many of our
peers had continued to have significant declines
in their FFO.
In September, we sold 2.5 million
shares of Class A Common Stock
priced at $18.05 per share in an
overnight follow-on public
offering with Deutsche Bank
Securities as the sole underwriter.
The $18.05 price equated to 92%
of our 52-week high stock price.
We are pleased to have managed
our business in a way that
allowed us to sell shares after
the market had recovered
significantly, unlike many of our
peers who cut their dividends
and sold shares in late 2009 or
early 2010 at the height of the
financial crisis, at less than
optimal prices for their
shareholders. Your management
has a large equity stake in the
Company and we view our
common equity as a precious
commodity, not to be
imprudently diluted.
4
LEASING:
Linda L. Lacey
Senior Vice President, Leasing
Retailers are not scrambling
to open stores, but they are
cautiously looking for new
locations. Entrepreneurs again are
gaining the courage to start small
businesses and are having an
easier time, although it remains
tough to obtain financing to do
so. The percentage of our core
portfolio that is leased rose 1.6%
over the year to 93.6%, bringing
us close to our historical average
of 95% leased. Once again, our
leasing spreads turned positive.
The average core property rent
increase on the 203,000 square feet
of renewals of existing tenants’
leases was 1.1% this year and
the average core property rent
increase on 187,000 square feet
of vacant space leased to new
tenants was 4.6% over the rent
that the prior tenant was paying.
We are cautiously optimistic that
this trend will continue into 2011.
While we have worked with a
number of tenants in need of
assistance during the recent
economic downturn, these
requests have, for the most part,
ended as the economy improved.
The unemployment rate in the
four counties we primarily target
and in which we own properties
(Fairfield, Westchester, Putnam
and Bergen) fell during 2010 from
7.3% to 7.2% and is better than the
national average of 9.8%. There
also is a lower amount of retail
space per capita in these four
counties than what exists on
average in the rest of the country,
which supports a stronger than
average retail market. We are
confident that quality properties
in quality markets will continue
to lease up.
CONSTRUCTION &
REDEVELOPMENTS:
Wayne W. Wirth
Senior Vice President, Management
We completed a number of
redevelopment projects during the
year and are currently working on
numerous similar projects. We
completed the renovations of the
Emerson ShopRite Center in
Emerson, NJ and at the Midway
Center in Scarsdale, NY where
ShopRite has opened a new store.
Chuck E. Cheese’s and Buffalo
Wild Wings opened stores and we
built a new environmentally
friendly parking lot at Airport
Plaza in Danbury, CT. West
Marine presently is building
out a 12,900 square foot space
at The Dock Shopping Center
in Stratford, CT.
Emerson Plaza 2008, Emerson, New Jersey
Emerson Plaza 2010, Emerson, New Jersey
Midway Shopping Center, Scarsdale, New York
Airport Plaza Shopping Center with new tenants
Chuck E. Cheese’s and Buffalo Wild Wings
5
approximately 60% of the power
needed for these grocery stores at
a cost lower than the market rate.
They will save approximately 472
tons of carbon emissions annually.
UBP is proud that these solar
generation systems and
environmentally friendly parking
lots, which together with our
sponsorship of various
community organizations, are
evidence of a strong partnership
between the Company and the
communities where we provide
people a place to buy their
everyday necessities.
STRATEGY & PERFORMANCE:
Thomas D. Myers, Executive Vice President,
Chief Legal Officer and Secretary
Performance Chart
Our strategy continues to be a
simple, focused one that our Board
of Directors put in place over 20
years ago: acquire, redevelop or
improve quality properties,
primarily of one property type
(grocer-anchored retail), in one
market (New York City suburbs);
keep our leverage low; manage
and lease our properties ourselves;
and avoid partnerships that we
do not control or have strong
influence over. We now own or
have equity interests in 50
properties and a portfolio of
enviable quality in one of the best
retail markets in the country. We
have conservatively repositioned
the portfolio without the use of
high leverage and our fortress-like
balance sheet has enabled us to
weather the recent severe
downturn without having to
resort to selling stock dilutive to
Net Asset Value or cutting our
dividends. We will remain
a regionally focused real estate
company in a region we know
UBA
UBP
S&P
DJIA
RMZ
REIT
index
Rooftop solar system at the
Valley Ridge Shopping Center,
Wayne, New Jersey
UBP CONTINUES TO GIVE
BACK TO THE COMMUNITY:
We are in the process of building
rooftop solar arrays on two of our
grocery stores in Emerson and
Wayne, NJ. Not only will these
systems provide added cash flow
to UBP with minimal cash
investment, they will provide for
160.0
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The 2011 increase in the dividend rates represents the 17th consecutive year
that your Board of Directors has approved an increase and the decision reflects
their continued confidence in the Company’s outlook.
consecutive year that your Board
of Directors has approved an
increase and the decision reflects
their continued confidence in the
Company’s outlook.
We thank our directors, staff and
fellow shareholders for their hard
work and support during a most
difficult year.
Willing L. Biddle
Charles J. Urstadt
Sincerely yours,
Willing L. Biddle Charles J. Urstadt
President and Chairman and
Chief Operating Officer Chief Executive Officer
January 14, 2011
well; where we believe there are a
sufficient number of properties to
continue to successfully execute
our proven strategy for years to
come. For a conservative investor
with a need for predictable
income and steady growth,
shares of our stock have proven
to be a wise choice.
OUTLOOK:
2010 was one of the most difficult
years in the Company’s history.
The staff and directors have
worked very hard to move the
Company forward under these
challenging conditions. We feel
the economy has turned the
corner and the wind is again at
our back. In December 2010, your
Board of Directors increased the
annualized dividend rate on both
the Common and the Class A
Common Stock by one cent per
share. This increase in the
dividend rates represents the 17th
IN MEMORIAM
In September, Morry Hubbard passed away at age 101 in Summit, NJ. Morry’s company, Hubbard, Westervelt
and Motley, Inc., was bought by Merrill Lynch in 1968, which later formed and managed HRE Properties, our
predecessor company. Morry retired as an active Board Member in 1989, but remained as Director Emeritus for
many years. We are greatly indebted for his friendship and the wise counsel he provided for so many years.
More recently, we suffered another loss with the unexpected and rather sudden death from cancer of one of our
Directors, George Vojta, on December 22, 2010. George had an outstanding business career in banking and had
been a Board Member since 1999. His broad business knowledge and warm personality were great assets to the
Board and to this Company. He will be greatly missed.
7
TRIBUTE TO OUR TENANTS;
Of all our constituents, our tenants are the most important. They
are our customers and without them we would not have a
business. UBP has over 600 tenants. Many are large, publicly traded
companies and others are single-store entrepreneurships providing
the owner and his or her employees a source of income that often
grows into much more. Small businesses are the bedrock of job
creation in America. We view our relationship with our tenants as a
partnership. We do our best to manage our properties in a manner
Big Y Supermarket
The business employs over 10,000
people. Big Y is the anchor
supermarket at our Five Town
Plaza Shopping Center in
Springfield, MA and at our
Veteran’s Plaza Shopping Center
in New Milford, CT. The business
has thrived under the ownership
by the D’Amour family and is
now managed by the children
of the original founder.
Big Y Foods Inc. is a supermarket
chain owned by the D’Amour
family, headquartered in
Springfield, MA. The business was
founded in 1936 by Paul D’Amour
with the purchase of an existing
supermarket at a location where
two roads converged forming a
“Y” in Chicopee, MA, which gave
rise to the name of the market. This
first store was about 1,000 square
feet, which was typical in those
days. The chain has expanded over
the years to become one of the
largest supermarket chains in New
England with 58 supermarkets,
Table and Vine, Fresh Acres and
a free-standing pharmacy.
Top photo: Charles D’Amour, President of
Big Y Foods, inspecting his store in our shopping
center in Springfield, Massachusetts
8
THE LIFEBLOOD OF OUR BUSINESS.
that will be as supportive as possible to our tenants’ businesses and we
strive to have a tenant mix in our shopping centers that will encourage
the maximum amount of cross shopping between our tenants. More
successful tenants are willing to pay higher rents, which yield stronger
returns for our shareholders. This year, we would like to highlight two
of our tenants, one a large regional grocery store chain and one a sole
proprietorship. We are grateful and proud that each operates a
business in our shopping centers.
Darien Cheese Shop
Ken and Tori Skovron have
owned and operated Darien
Cheese & Fine Foods in our
Goodwives Shopping Center
located in Darien, CT for over 20
years. It is one the finest cheese
shops in the country and they
focus on bringing to their
customers artisan cheeses from
family farmers around the world.
Their customers would certainly
agree as they travel great
distances to visit with Ken and
Tori, who are devoted cheese
enthusiasts of 34 years in the
cheese & specialty food industry.
Customers come to taste, learn
and buy over 100 different types
of cheeses and other fine foods
from more than ten countries
around the world.
Top photo: Ken and Tori Skovron with their store manager, Kevin Defretias, and their store at our
Goodwives Shopping Center, Darien, Connecticut
9
URSTADT BIDDLE
PR O P E R T I E S I N C .
SELECTED CORE PROPERTIES
1
Urstadt Biddle Properties
Corporate Headquarters
Greenwich, Connecticut
2
530 Old Post Road
Greenwich, Connecticut
2
7 Riversville Road
Greenwich, Connecticut
2
25 Valley Drive
Greenwich, Connecticut
3
Ridgeway Shopping Center
Stamford, Connecticut
10
4
Goodwives
Darien, Connecticut
5
Greens Farms Plaza
Westport, Connecticut
6
Ridgefield Center
Ridgefield, Connecticut
7
Airport Plaza
Danbury, Connecticut
7
Danbury Square
Danbury, Connecticut
8
Veteran’s Plaza
New Milford, Connecticut
8
New Milford Plaza
New Milford, Connecticut
9
Starbucks Center
Monroe, Connecticut
10
The Dock
Stratford, Connecticut
11
Orange Meadows Shopping
Center, Orange, Connecticut
12
Townline Square
Meriden, Connecticut
13
Carmel ShopRite Center
Carmel, New York
13
Putnam Plaza
Carmel, New York
14
Towne Centre Shopping
Center, Somers, New York
14
Somers Commons
Somers, New York
14
Heritage 202 Center
Somers, New York
15
Village Commons
Katonah, New York
16
Staples Plaza
Yorktown Heights, New York
17
Arcadian Shopping Center
Ossining, New York
18
Chilmark Shopping Center
Briarcliff Manor, New York
18
Chase Bank
Briarcliff Manor, New York
19
Westchester Pavilion
White Plains, New York
20
Midway Shopping Center
Scarsdale, New York
21
4 “Street Retail” Properties
Rye, New York
22
Shoppes at Eastchester
Eastchester, New York
23
Gristede’s Center
Pelham Manor, New York
24
72nd & Main Street Shops
Queens, New York
25
Rite Aid Center
Waldwick, New Jersey
26
Emerson Shopping Plaza
Emerson, New Jersey
27
Valley Ridge Shopping Center
Wayne, New Jersey
28
Ferry Plaza
Newark, New Jersey
29
Five Town Plaza
Springfield, Massachusetts
11
INVESTMENT PORTFOLIO
(As of January 14, 2011)
URSTADT BIDDLE PROPERTIES INC.
CORE PROPERTIES
UBP owns or has equity interests in fifty properties including five office buildings which total 4,631,000 square feet.
Location Square Feet Principal Tenant Property Type
R
Stamford, Connecticut 371,000 Stop & Shop Supermarket Shopping center
Springfield, Massachusetts 326,000 Big Y Supermarket Shopping center
Meriden, Connecticut 316,000 ShopRite Supermarket Shopping center
Stratford, Connecticut 273,000 Stop & Shop Supermarket Shopping center
Scarsdale, New York 247,000 ShopRite Supermarket Shopping center
New Milford, Connecticut 231,000 Walmart Shopping center
Yorktown, New York 200,000 Staples Shopping center
Danbury, Connecticut 194,000 Christmas Tree Shops Shopping center
Carmel, New York 193,000 Hannaford Brothers Shopping center
White Plains, New York 193,000 Toys “ “ Us Shopping center
Ossining, New York 137,000 Stop & Shop Supermarket Shopping center
Somers, New York 135,000 Home Goods Shopping center
Carmel, New York 129,000 ShopRite Supermarket Shopping center
Wayne, New Jersey 102,000 A&P Supermarket Shopping center
Newington, New Hampshire 102,000 Savers Shopping center
Newark, New Jersey 100,000 Pathmark Shopping center
Darien, Connecticut 96,000 Stop & Shop Supermarket Shopping center
Emerson, New Jersey 93,000 ShopRite Supermarket Shopping center
New Milford, Connecticut 80,000 Big Y Supermarket Shopping center
Somers, New York 78,000 CVS Shopping center
Orange, Connecticut 77,000 Trader Joe’s Supermarket Shopping center
Eastchester, New York 70,000 Food Emporium Shopping center
Ridgefield, Connecticut 51,000 Keller Williams Street retail
Rye, New York 39,000 Cosi Street retail (4 buildings)
Westport, Connecticut 40,000 Pier One Imports Shopping center
Ossining, New York 38,000 Dress Barn Shopping center
Danbury, Connecticut 33,000 Chuck E. Cheese’s Shopping center
Ossining, New York 29,000 Westchester Community College Shopping center
Katonah, New York 28,000 Squires Retail/Office
Pelham, New York 26,000 Gristede’s Supermarket Shopping center
Queens, New York 26,000 Melodya Street retail (2 buildings)
Waldwick, New Jersey 20,000 RiteAid Retail—Single tenant
Somers, New York 19,000 Putnam County Savings Bank Shopping center
Monroe, Connecticut 10,000 Starbucks Shopping center
Greenwich, Connecticut 59,000 Tutor Time, 5 Office buildings
Urstadt Biddle Properties
(Executive Offices)
Bank Branches, New York 23,000 People’s United Bank, Retail (4 buildings)
JP Morgan Chase
NON-CORE PROPERTIES
UBP owns two industrial properties with a total of 447,000 square feet.
Location Square Feet Principal Tenant Property Type
Dallas, Texas 255,000 Chrysler Group, LLC Parts distribution facility
St. Louis, Missouri 192,000 Chrysler Group, LLC Parts distribution facility
12
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
GEORGE H.C. LAWRENCE
Chairman and
Chief Executive Officer
Lawrence Properties
ROBERT J. MUELLER
Retired Senior Executive Vice
President
The Bank of New York
WILLING L. BIDDLE
President
Urstadt Biddle Properties Inc.
CHARLES D. URSTADT
President
Urstadt Property Company, Inc.
E. VIRGIL CONWAY
Retired Chairman
New York State Metropolitan
Transportation Authority
PETER HERRICK
Retired Vice Chairman
The Bank of New York
KEVIN J. BANNON
Managing Director
Highmount Capital LLC
DIRECTOR EMERITUS
JAMES O. YORK
OFFICERS
CHARLES J. URSTADT
Chairman and
Chief Executive Officer
WILLING L. BIDDLE
President and
Chief Operating Officer
THOMAS D. MYERS
Executive Vice President,
Chief Legal Officer and Secretary
JOHN T. HAYES
Senior Vice President,
Chief Financial Officer
and Treasurer
JAMES M. ARIES
Senior Vice President
Acquisitions and Leasing
LINDA L. LACEY
Senior Vice President
Leasing
WAYNE W. WIRTH
Senior Vice President
Management and Construction
DIANE MIDOLLO
Vice President
Controller
STEPHAN RAPAGLIA
Vice President,
Real Estate Counsel and
Assistant Secretary
ANDREW ALBRECHT
Assistant Vice President,
Management and Construction
HEIDI R. BRAMANTE
Assistant Vice President and
Assistant Controller
JOHN GRILLO
Assistant Vice President and
Superintendent of Maintenance
JANINE IAROSSI
Assistant Vice President and
Insurance and Benefit
Administrator
DANIEL LOGUE
Assistant Vice President,
Management and Construction
SUZANNE MOORE
Assistant Vice President and
Billing Manager
JOANNA ROTONDE
Assistant Vice President,
Acquisitions and Leasing
CORPORATE INFORMATION
Securities Traded
New York Stock Exchange
Symbols: UBA, UBP, UBPPRC and UBPPRD
Stockholders of Record as of
December 31, 2010:
Common Stock: 958 and
Class A Common Stock: 953
Annual Meeting
The annual meeting of stockholders will
be held at 2:00 P.M. on March 10, 2011 at
Doral Arrowwood, Rye Brook, New York.
Form 10-K
A copy of the Company’s 2010 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
Independent Registered Public
Accounting Firm
Inquiries regarding stock ownership,
dividends or the transfer of shares can
be made by writing to our Transfer Agent,
The Bank of New York Mellon,
Shareowner Services Department,
P.O. Box 11258, New York, NY 10286-1258
or by calling toll-free at 1-800-524-4458.
The Company has a dividend
reinvestment plan which provides
stockholders with a convenient 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 Jillian Ponte,
Investor Relations, telephone
(203) 863-8200. Investors are also
encouraged to visit our website at:
www.ubproperties.com
PKF LLP
General Counsel
Baker & McKenzie LLP
Internal Audit
Berdon LLP, CPAs and Advisors
Executive Office of the Company
321 Railroad Avenue
Greenwich, CT 06830
Tel: (203) 863-8200
Fax: (203) 861-6755
Web site: www.ubproperties.com
Memberships
National Association of Real Estate
Investment Trusts, Inc. (NAREIT)
International Council of Shopping Centers
(ICSC)
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 13
URSTADT BIDDLE PROPERTIES INC.
FINANCIALS
CONTENTS
Consolidated Balance Sheets at October 31, 2010 and 2009 . . . . . . . . . . . . . . . 14
Consolidated Statements of Income for each of the
three years in the period ended October 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . 15
Consolidated Statements of Cash Flows for each of the
three years in the period ended October 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . 16
Consolidated Statements of Stockholders’ Equity
for each of the three years in the period
ended October 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . 32
Management’s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Management’s Report on Internal Control
over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Report of Independent Registered Public Accounting Firm
on Internal Control over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Market Price Ranges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
13
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 14
FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
Real Estate Investments:
Core properties—at cost
Non-core properties—at cost
Less: Accumulated depreciation
Investments in and advances to unconsolidated joint ventures
Mortgage note receivable
Cash and cash equivalents
Restricted cash
Marketable securities
Tenant receivables
Prepaid expenses and other assets
Deferred charges, net of accumulated amortization
Total Assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Unsecured revolving credit line
Mortgage notes payable
Accounts payable and accrued expenses
Deferred compensation—officers
Other liabilities
Total Liabilities
Redeemable Noncontrolling Interests
Redeemable Preferred Stock, par value $.01 per share;
issued and outstanding 2,800,000 shares
Commitments and Contingencies
Stockholders’ Equity:
7.5% Series D Senior Cumulative Preferred Stock (liquidation preference
of $25 per share); 2,450,000 shares issued and outstanding
Excess Stock, par value $.01 per share; 10,000,000 shares authorized;
none issued and outstanding
Common Stock, par value $.01 per share; 30,000,000 shares authorized;
8,461,440 and 8,222,514 shares issued and outstanding
Class A Common Stock, par value $.01 per share; 40,000,000 shares authorized;
20,819,698 and 18,241,275 shares issued and outstanding
Additional paid in capital
Cumulative distributions in excess of net income
Accumulated other comprehensive income (loss)
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
The accompanying notes to consolidated financial statements are an integral part of these statements.
14
C
(I
R
O
O
N
N
N
N
N
N
B
D
D
Th
2010
2009
$ 599,839
1,383
601,222
(118,193)
483,029
24,850
1,090
508,969
15,675
861
932
20,504
5,296
4,816
$ 557,053
$ 564,289
1,383
565,672
(104,904)
460,768
723
1,170
462,661
10,340
1,035
933
19,500
5,643
4,427
$ 504,539
$ 11,600
118,202
1,397
304
10,566
142,069
$ —
116,417
771
354
9,954
127,496
11,330
7,259
96,203
96,203
61,250
61,250
—
84
—
82
208
310,695
(64,557)
(229)
307,451
$ 557,053
182
261,433
(49,150)
(216)
273,581
$ 504,539
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 15
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Revenues
Base rents
Recoveries from tenants
Lease termination income
Mortgage interest and other
Total Revenues
Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
Acquisition costs
Directors’ fees and expenses
Total Operating Expenses
Operating Income
Non-Operating Income (Expense):
Interest expense
Gain on sale of marketable securities
Equity in net income from unconsolidated joint ventures
Other expense
Interest, dividends and other investment income
URSTADT BIDDLE PROPERTIES INC.
Year Ended October 31,
2009
2008
2010
$ 63,419
20,074
633
1,023
85,149
$ 61,178
20,728
77
744
82,727
$ 61,008
18,938
61
849
80,856
13,626
13,682
15,066
6,873
307
313
49,867
35,282
(7,585)
—
208
(452)
396
13,239
13,089
15,366
6,350
—
292
48,336
34,391
(6,695)
381
—
(155)
280
12,937
12,059
14,374
5,853
—
256
45,479
35,377
(7,012)
—
—
—
318
Net Income
27,849
28,202
28,683
Noncontrolling Interests:
Net income attributable to noncontrolling interests
Net income attributable to Urstadt Biddle Properties Inc.
Preferred stock dividends
Redemption of Preferred Stock
(307)
27,542
(13,094)
—
(459)
27,743
(13,094)
—
(158)
28,525
(11,718)
(660)
Net Income Applicable to Common and Class A Common Stockholders
$ 14,448
$ 14,649
$ 16,147
Basic Earnings Per Share:
Common Share
Class A Common Share
Diluted Earnings Per Share:
Common Share
Class A Common Share
Dividends Per Share:
Common
Class A Common
The accompanying notes to consolidated financial statements are an integral part of these statements.
$.53
$.58
$.52
$.57
$.88
$.97
$.55
$.60
$.54
$.59
$.87
$.96
$.60
$.66
$.58
$.64
$.86
$.95
15
)
8
0
0
0
7
—
7
6
0
—
0)
6)
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 16
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash Flows from Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization
Straight-line rent adjustments
Provisions for tenant credit losses
Loss on property held for sale
Restricted stock compensation expense and other adjustment
Change in value of deferred compensation arrangement
Gain on sale of marketable securities
Equity in net income of unconsolidated joint venture
Changes in operating assets and liabilities:
Tenant receivables
Accounts payable and accrued expenses
Other assets and other liabilities, net
Restricted cash
Net Cash Flow Provided by Operating Activities
Cash Flows from Investing Activities:
Acquisition of limited partner interests in consolidated joint venture
Acquisitions of real estate investments
Investments in and advances to unconsolidated joint venture
Deposit on acquisitions of real estate investment
Return of deposits on real estate investments
Improvements to properties and deferred charges
Net proceeds from sales of properties
Distributions to noncontrolling interests
Payments received on mortgage notes receivable
Proceeds on sale of securities available for sale
Purchases of securities available for sale
Redemption of marketable securities—net
Net Cash Flow (Used in) Investing Activities
Cash Flows from Financing Activities:
Net proceeds from issuance of Series E Preferred Stock
Sales of additional shares of Common and Class A Common Stock
Dividends paid—Common and Class A Common Stock
Dividends paid—Preferred Stock
Redemption of Series B Preferred Stock
Proceeds from revolving credit line borrowings
Repayments on revolving credit line borrowings
Proceeds from mortgage refinancing
Principal repayments on mortgage notes payable
Repayment of officer note receivable
Repurchase of shares of Class A Common Stock
Net Cash Flow Provided by (Used in) Financing Activities
Net Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
Year Ended October 31,
2009
2008
2010
$ 27,849
$ 28,202
$ 28,683
15,066
(877)
671
300
3,277
(50)
—
(208)
(799)
425
(656)
174
45,172
—
(22,261)
(23,919)
(60)
—
(4,728)
—
(307)
80
—
—
—
(51,195)
—
46,013
(25,783)
(13,094)
—
43,950
(32,350)
—
(7,378)
—
—
11,358
5,335
10,340
15,366
(580)
655
155
2,692
(720)
(381)
—
(1,794)
166
(634)
(516)
42,611
(2,111)
(600)
—
(87)
1,100
(2,315)
925
(459)
71
3,620
(3,239)
—
(3,095)
—
1,014
(24,618)
(13,094)
—
14,100
(19,200)
36,700
(25,237)
—
(505)
(30,840)
8,676
1,664
14,374
(738)
749
—
1,713
(116)
—
—
(1,204)
(187)
1,654
69
44,997
—
(23,893)
—
(1,100)
—
(8,691)
—
(158)
63
—
—
85
(33,694)
57,972
943
(24,251)
(11,718)
(15,000)
18,100
(25,200)
—
(6,994)
1,300
(9,009)
(13,857)
(2,554)
4,218
Cash and Cash Equivalents at End of Year
$ 15,675
$ 10,340
$ 1,664
The accompanying notes to consolidated financial statements are an integral part of these statements.
16
C
(I
B
C
To
C
Is
E
Sh
R
R
Fo
R
B
C
To
C
Is
E
Sh
R
R
Fo
B
C
To
C
Sa
Is
Sh
R
A
B
Th
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 17
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except shares and per share data)
7.5% Series D
Preferred Stock
Issued Amount
Common Stock
Issued Amount
2,450,000 $61,250 7,773,618
Class A
Common Stock
Issued Amount
$188
$77 18,836,778
URSTADT BIDDLE PROPERTIES INC.
Cumulative
Additional Distributions
Paid In
In Excess of
Capital Net Income
$(31,077)
$264,585
Accumulated
Other
Comprehensive
Income (Loss)
$480
Officer
Note
Receivable
Total
Stock–
holders’
Equity
$(1,300) $294,203
Balances—October 31, 2007
Comprehensive Income:
Net income applicable to Common
and Class A common stockholders
Change in unrealized gains in
marketable securities
Total comprehensive income
Cash dividends paid:
Common stock ($0.86 per share)
Class A common stock ($0.95 per share)
Issuance of shares under dividend
reinvestment plan
Exercise of stock options
Shares issued under restricted stock plan
Restricted stock compensation
Repurchases of Class A common stock
Forfeiture of restricted stock
Repayment of officer note receivable
Balances—October 31, 2008
Comprehensive Income:
Net income applicable to Common
and Class A common stockholders
Change in unrealized gains in
marketable securities
Total comprehensive income
Cash dividends paid:
Common stock ($0.87 per share)
Class A common stock ($0.96 per share)
Issuance of shares under dividend
reinvestment plan
Exercise of stock options
Shares issued under restricted stock plan
Restricted stock compensation
and other adjustment
Repurchases of Class A common stock
Forfeiture of restricted stock
Balances—October 31, 2009
Comprehensive Income:
Net income applicable to Common
and Class A common stockholders
Change in unrealized gains (losses) in
marketable securities
Change in unrealized loss on
interest rate swap
Total comprehensive income
Cash dividends paid:
Common stock ($0.88 per share)
Class A common stock ($0.97 per share)
Sale of Class A Common Shares
Issuance of shares under dividend
reinvestment plan
Shares issued under restricted stock plan
Restricted stock compensation
and other adjustment
Adjustments to redeemable
noncontrolling interests
Balances—October 31, 2010
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 43,636
—
1,966
— 170,900
—
—
—
—
—
—
—
—
2,450,000 61,250 7,990,120
14,765
1
1,953
—
59,900
2
—
—
— (623,278)
— (82,000)
—
—
80 18,208,118
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 59,494
—
2,000
— 170,900
—
—
—
—
—
—
2,450,000 61,250 8,222,514
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 62,976
— 175,950
—
—
— 11,657
2,000
—
64,200
2
—
—
— (38,700)
—
(6,000)
82 18,241,275
—
—
—
—
—
—
—
—
—
—
— 2,500,000
—
2
—
8,873
69,550
—
—
—
—
—
—
—
1
—
(6)
—
—
183
—
—
—
—
—
—
—
—
—
—
—
907
36
(3)
1,713
(9,003)
—
—
258,235
—
—
—
—
981
32
(2)
—
(1)
—
182
2,692
(505)
—
261,433
—
—
—
—
—
25
—
1
—
—
—
—
—
—
44,897
1,091
(3)
3,277
16,147
—
(6,848)
(17,403)
—
—
—
—
—
—
—
(39,181)
14,649
—
(7,121)
(17,497)
—
—
—
—
—
—
(49,150)
14,448
—
—
(7,412)
(18,371)
—
—
—
—
—
(750)
—
—
—
—
—
—
—
—
—
(270)
—
54
—
—
—
—
—
—
—
—
(216)
—
190
(203)
—
—
—
—
—
—
—
—
16,147
(750)
15,397
—
(6,848)
— (17,403)
—
—
—
—
—
—
1,300
908
36
—
1,713
(9,009)
—
1,300
— 280,297
—
—
14,649
54
14,703
(7,121)
—
— (17,497)
—
—
—
981
32
—
2,692
—
(506)
—
—
—
— 273,581
—
—
—
14,448
190
(203)
14,435
—
(7,412)
— (18,371)
44,922
—
—
—
—
1,091
—
3,277
—
—
2,450,000 $61,250 8,461,440
—
—
—
$84 20,819,698
—
$208
—
$310,695
(4,072)
$(64,557)
—
$(229)
—
(4,072)
$ — $307,451
The accompanying notes to consolidated financial statements are an integral part of these statements.
17
3
8)
—
3
6)
—
—
)
7)
7
—
3)
—
0)
—
)
—
8)
3
—
—
)
2
3
)
8)
0)
0
0)
—
)
0
)
7)
)
8
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION, BASIS OF PRESENTATION
AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Business
Urstadt Biddle Properties Inc. (“Company”), a real estate
investment trust (“REIT”), is engaged in the acquisition,
ownership and management of commercial real estate,
primarily neighborhood and community shopping centers
in the northeastern part of the United States. The Company’s
major tenants include supermarket chains and other retailers
who sell basic necessities. At October 31, 2010, the Company
owned or had equity interests in 50 properties containing a
total of 4.6 million square feet of gross leasable area (“GLA”).
Principles of Consolidation and Use of Estimates
The accompanying consolidated financial statements
include the accounts of the Company, its wholly owned
subsidiaries, and joint ventures in which the Company
meets certain criteria of a sole general partner in
accordance with Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”)
Topic 810, “Consolidation” (formerly Emerging Issues
Task Force (“EITF”) Issue 04-5, “Determining Whether
a General Partner, or the General Partners as a Group,
Controls a Limited Partnership or Similar Entity When the
Limited Partners Have Certain Rights”). The Company has
determined that such joint ventures should be
consolidated into the consolidated financial statements of
the Company. In accordance with ASC Topic 970, “Real
Estate,” joint ventures that the Company does not control
but otherwise exercises significant influence in, are
accounted for under the equity method of accounting. See
Note 10 for further discussion of the unconsolidated joint
ventures. All significant intercompany transactions and
balances have been eliminated in consolidation.
The accompanying financial statements are prepared on
the accrual basis in accordance with accounting principles
generally accepted in the United States of America
(“GAAP”). The preparation of financial statements in
conformity with GAAP requires management to make
estimates and assumptions that affect the disclosure of
contingent assets and liabilities, the reported amounts of
assets and liabilities at the date of the financial statements,
and the reported amounts of revenue and expenses during
the periods covered by the financial statements. The most
significant assumptions and estimates relate to the valuation
of real estate, depreciable lives, revenue recognition and the
collectability of tenant and notes receivable. Actual results
could differ from these estimates.
Federal Income Taxes
The Company has elected to be treated as a real estate
investment trust under Sections 856-860 of the Internal
18
Revenue Code (Code). Under those sections, a REIT that,
among other things, distributes at least 90% of real estate
trust taxable income and meets certain other qualifications
prescribed by the Code will not be taxed on that portion of
its taxable income that is distributed. The Company believes
it qualifies as a REIT and intends to distribute all of its
taxable income for fiscal 2010 in accordance with the
provisions of the Code. Accordingly, no provision has been
made for Federal income taxes in the accompanying
consolidated financial statements.
The Company follows the provisions of ASC Topic 740,
“Income Taxes,” that, among other things, defines a
recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. ASC
Topic 740 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim
periods, disclosure, and transition. Based on its evaluation,
the Company determined that it has no uncertain tax
positions and no unrecognized tax benefits as of October 31,
2010. The Company records interest and penalties relating
to unrecognized tax benefits, if any, as interest expense. As
of October 31, 2010, the fiscal tax years 2006 through and
including 2010 remain open to examination by the Internal
Revenue Service. There are currently no federal tax
examinations in progress.
Real Estate Investments
All capitalizable costs related to the improvement
or replacement of real estate properties is capitalized.
Additions, renovations and improvements that enhance
and/or extend the useful life of a property are also
capitalized. Expenditures for ordinary maintenance,
repairs and improvements that do not materially prolong
the normal useful life of an asset are charged to operations
as incurred.
Upon the acquisition of real estate properties, the fair
value of the real estate purchased is allocated to the
acquired tangible assets (consisting of land, buildings and
building improvements), and identified intangible assets
and liabilities (consisting of above-market and below-
market leases and in-place leases), in accordance with ASC
Topic 805, “Business Combinations.” The Company utilizes
methods similar to those used by independent appraisers in
estimating the fair value of acquired assets and liabilities.
The fair value of the tangible assets of an acquired property
considers the value of the property “as-if-vacant.” The fair
value reflects the depreciated replacement cost of the asset.
In allocating purchase price to identified intangible assets
and liabilities of an acquired property, the 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
(i
e
im
v
T
e
a
(i
d
th
a
re
b
re
le
C
te
c
m
v
te
p
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 19
(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.
Above and below-market leases acquired are recorded at
their fair value. The capitalized above-market lease values
are amortized as a reduction of rental revenue over the
remaining term of the respective leases and the capitalized
below-market lease values are amortized as an increase to
rental revenue over the remaining term of the respective
leases. The value of in-place leases is based on the
Company’s evaluation of the specific characteristics of each
tenant’s lease. Factors considered include estimates of
carrying costs during expected lease-up periods, current
market conditions, and costs to execute similar leases. The
value of in-place leases are amortized over the remaining
term of the respective leases. If a tenant vacates its space
prior to its contractual expiration date, any unamortized
balance of their related intangible asset is recorded in the
consolidated statement of income.
Depreciation and Amortization
The Company uses the straight-line method for
depreciation and amortization. Core and non-core properties
are depreciated over the estimated useful lives of the
properties, which range from 30 to 40 years. Property
improvements are depreciated over the estimated useful
lives that range from 10 to 20 years. Furniture and fixtures
are depreciated over the estimated useful lives that range
from 3 to 10 years. Tenant improvements are amortized over
the shorter of the life of the related leases or their useful life.
Property Held for Sale
The Company follows the provisions of ASC Topic 360,
“Property, Plant, and Equipment,” and ASC Topic 205,
“Presentation of Financial Statements.” ASC Topic 360 and
ASC Topic 205 require, among other things, that the assets
and liabilities and the results of operations of the Company’s
properties that have been sold or otherwise qualify as held
for sale be classified as discontinued operations and
presented separately in the Company’s consolidated
financial statements. If significant to financial statement
presentation, the Company classifies properties as held for
sale that are under contract for sale and are expected to be
sold within the next 12 months.
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
URSTADT BIDDLE PROPERTIES INC.
over the terms of the respective agreements). Deferred
charges in the accompanying consolidated balance sheets are
shown at cost, net of accumulated amortization of $2,951,000
and $2,562,000 as of October 31, 2010 and 2009, respectively.
Asset Impairment
The Company reviews long-lived assets for impairment
whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of the asset to
aggregate future net cash flows (undiscounted and without
interest) expected to be generated by the asset. If such assets
are considered impaired, the impairment to be recognized is
measured by the amount by which the carrying amounts of
the assets exceed the fair value.
Revenue Recognition
Revenues from operating leases include revenues from core
properties and non-core properties. Rental income is generally
recognized based on the terms of leases entered into with
tenants. In those instances in which the Company funds
tenant improvements and the improvements are deemed
to be owned by the Company, revenue recognition will
commence when the improvements are substantially
completed and possession or control of the space is turned
over to the tenant. When the Company determines that the
tenant allowances are lease incentives, the Company
commences revenue recognition when possession or control
of the space is turned over to the tenant for tenant work to
begin. Minimum rental income from leases with scheduled
rent increases is recognized on a straight-line basis over the
lease term. At October 31, 2010 and 2009, approximately
$12,205,000 and $11,396,000, respectively, has been recognized
as straight-line rents receivable (representing the current net
cumulative rents recognized prior to when billed and
collectible as provided by the terms of the leases), all of
which is included in tenant receivables in the accompanying
consolidated financial statements. Percentage rent is
recognized when a specific tenant’s sales breakpoint is
achieved. Property operating expense recoveries from tenants
of common area maintenance, real estate taxes and other
recoverable costs are recognized in the period the related
expenses are incurred. Lease incentives are amortized as a
reduction of rental revenue over the respective tenant lease
terms. Lease termination amounts are recognized in operating
revenues when there is a signed termination agreement, all of
the conditions of the agreement have been met, the tenant is
no longer occupying the property and the termination
consideration is probable of collection. Lease termination
amounts are paid by tenants who want to terminate their
lease obligations before the end of the contractual term of the
lease by agreement with the Company. There is no way of
predicting or forecasting the timing or amounts of future lease
termination fees. Interest income is recognized as it is earned.
19
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Gains or losses on disposition of properties are recorded when
the criteria for recognizing such gains or losses under GAAP
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, 2010 and 2009, tenant receivables
in the accompanying consolidated balance sheets are shown
net of allowances for doubtful accounts of $2,668,000 and
$2,066,000, respectively. During the years ended October 31,
2010, 2009 and 2008, the Company provided $671,000,
$655,000, and $749,000, respectively, for uncollectible
amounts, which is recorded in the accompanying
consolidated statement of income as a reduction of base
rental revenue.
Cash Equivalents
Cash and cash equivalents consist of cash in banks and
short-term investments with original maturities of less than
three months.
Restricted Cash
Restricted cash consists of those tenant security deposits
and replacement and other reserves required by agreement
with certain of the Company’s mortgage lenders for
property level capital requirements that are required to be
held in separate bank accounts.
Marketable Securities
Marketable securities consist of short-term investments
and marketable equity securities. Short-term investments
(consisting of investments with original maturities of
greater than three months when purchased) and
marketable equity securities are carried at fair value. The
Company has classified marketable securities as available
for sale. Unrealized gains and (losses) on available for sale
securities are recorded as other comprehensive income
(loss) in stockholders’ equity. There were no gains or
losses on sales of marketable securities in fiscal 2010
or 2008. During the fiscal year ended 2009, gains on
marketable securities, based on specific identification,
amounted to $381,000.
As of October 31, 2010, all of the Company’s marketable securities consisted of REIT Common and Preferred Stocks.
At October 31, 2010, the Company has recorded a net unrealized loss on available for sale securities in the amount of
$26,000. The Company deems this loss to be temporary. If and when the Company deems the unrealized losses to be
other than temporary, unrealized losses will be realized and reclassified into earnings. The net unrealized loss at
October 31, 2010 is detailed below (in thousands):
Description:
REIT Common and Preferred Stocks
Fair
Market
Value
$932
Cost
Basis
$958
Net
Unrealized
Gain/(Loss)
$(26)
Gross
Unrealized
Gains
$113
Gross
Unrealized
(Loss)
$(139)
Derivative Financial Instruments
The Company occasionally utilizes derivative financial
instruments, such as interest rate swaps, to manage its
exposure to fluctuations in interest rates. The Company has
established policies and procedures for risk assessment, and
the approval, reporting and monitoring of derivative
financial instruments. Derivative financial instruments must
be effective in reducing the Company’s interest rate risk
exposure in order to qualify for hedge accounting. When the
terms of an underlying transaction are modified, or when
the underlying hedged item ceases to exist, all changes in the
fair value of the instrument are marked-to-market with
changes in value included in net income for each period
until the derivative instrument matures or is settled. Any
derivative instrument used for risk management that does
not meet the hedging criteria is marked-to-market with the
changes in value included in net income. The Company has
not entered into, and does not plan to enter into, derivative
financial instruments for trading or speculative purposes.
Additionally, the Company has a policy of entering into
derivative contracts only with major financial institutions.
As of October 31, 2010, the Company believes it has no
significant risk associated with non-performance of the
financial institution which is the counterparty to its
derivative contract. At October 31, 2010, the Company had
approximately $11.6 million borrowed under its unsecured
revolving line of credit subject to an interest rate swap. Such
interest rate swap converted the LIBOR-based variable rate
on the unsecured line of credit to a fixed annual rate of
1.22% per annum. As of October 31, 2010, the Company
had an accrued liability of $203,000 (included in accounts
payable and accrued expenses on the consolidated balance
sheet) relating to the fair value of the Company’s interest
rate swap applicable to the unsecured revolving line of
credit. Charges and/or credits relating to the changes in fair
values of such interest rate swaps are made to accumulated
other comprehensive income (loss) as the swap is deemed
effective and is classified as a cash flow hedge.
20
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 21
Comprehensive Income
The following table sets forth the reconciliation between
Comprehensive income is comprised of net income
basic and diluted EPS (in thousands):
URSTADT BIDDLE PROPERTIES INC.
applicable to Common and Class A Common stockholders
and other comprehensive income (loss). Other
comprehensive income (loss) includes items that are
otherwise recorded directly in stockholders’ equity, such
as unrealized gains or losses on marketable securities and
unrealized gains and losses on interest rate swaps
designated as cash flow hedges. At October 31, 2010, other
comprehensive income (loss) consisted of net unrealized
losses on marketable securities of approximately $26,000
and net unrealized losses on an interest rate swap
agreement of approximately $203,000. Unrealized gains and
losses included in other comprehensive income (loss) will
be reclassified into earnings as gains and losses are realized.
Concentration of Credit Risk
Financial instruments that potentially subject the
Company to concentrations of credit risk consist primarily
of cash and cash equivalents, and tenant receivables. The
Company places its cash and cash equivalents in excess of
insured amounts with high quality financial institutions. The
Company performs ongoing credit evaluations of its tenants
and may require certain tenants to provide security deposits
or letters of credit. Though these security deposits and letters
of credit are insufficient to meet the terminal value of a
tenant’s lease obligation, they are a measure of good faith
and a source of funds to offset the economic costs associated
with lost rent and the costs associated with 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 the provisions of ASC Topic 260,
“Earnings Per Share.” Basic earnings per share (“EPS”)
excludes the impact of dilutive shares and is computed by
dividing net income applicable to Common and Class A
Common stockholders by the weighted average number of
Common shares and Class A Common shares outstanding
for the period. Diluted EPS reflects the potential dilution
that could occur if securities or other contracts to issue
Common shares or Class A Common shares were exercised
or converted into Common shares or Class A Common
shares and then shared in the earnings of the Company.
Since the cash dividends declared on the Company’s Class
A Common stock are higher than the dividends declared
on the Common Stock, basic and diluted EPS have been
calculated using the “two-class” method. The two-class
method is an earnings allocation formula that determines
earnings per share for each class of common stock
according to the weighted average of the dividends
declared, outstanding shares per class and participation
rights in undistributed earnings.
e
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9)
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Year Ended October 31,
2010
2009
2008
Numerator
Net income applicable to
common stockholders—basic
Effect of dilutive securities:
Stock awards
Net income applicable to
$ 3,795
$ 3,859
$ 4,162
175
110
125
common stockholders—diluted
$ 3,970
$ 3,969
$ 4,287
Denominator
Denominator for basic EPS—
weighted average common shares
7,176
7,069
6,990
Effect of dilutive securities:
Restricted stock and other awards
519
323
361
Denominator for diluted EPS—
weighted average common
equivalent shares
Numerator
Net income applicable to Class A
common stockholders—basic
Effect of dilutive securities:
Stock awards
Net income applicable to Class A
common stockholders—diluted
Denominator
Denominator for basic EPS—
weighted average Class A
common shares
Effect of dilutive securities:
Restricted stock and other awards
Denominator for diluted EPS—
weighted average Class A common
equivalent shares
Stock-Based Compensation
7,695
7,392
7,351
$10,653
$10,790
$11,985
(175)
(110)
(125)
$10,478
$10,680
$11,860
18,273
17,910
18,223
150
116
185
18,423
18,026
18,408
The Company accounts for its stock-based
compensation plans under the provisions of ASC
Topic 718, “Stock Compensation,” which requires that
compensation expense be recognized based on the fair
value of the stock awards less estimated forfeitures. The
fair value of stock awards is equal to the fair value of the
Company’s stock on the grant date.
Segment Reporting
The Company operates in one industry segment,
ownership of commercial real estate properties which are
located principally in the northeastern United States. The
Company does not distinguish its property operations for
purposes of measuring performance. Accordingly, the
Company believes it has a single reportable segment for
disclosure purposes.
Reclassification
Certain fiscal 2009 amounts have been reclassified to
conform to current period presentation.
21
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
New Accounting Standards
Adopted in Fiscal 2010
Effective November 1, 2009, the Company adopted ASC
Topic 810, “Noncontrolling Interests in Consolidated
Financial Statements.” ASC Topic 810 states that the
accounting and reporting for minority interests will be re-
characterized as noncontrolling interests and classified as a
component of equity subject to the provisions of the former
Emerging Issues Task Force (“EITF”) Topic D-98 (Revised
March 2008). Under ASC Topic 810, net income will
encompass the total income of all consolidated subsidiaries
and there will be separate disclosure on the face of the
Consolidated Statements of Income of the attribution of that
income between controlling and noncontrolling interests.
Finally, increases and decreases in noncontrolling interests
will be treated as equity transactions. The Company
currently is the general partner in two consolidated limited
partnerships that have noncontrolling interests. In
accordance with the terms of the partnership agreements
and in connection with the adoption of ASC Topic 810, the
Company adjusted the value of noncontrolling interests to
redemption value beginning on November 1, 2009.
Beginning November 1, 2009, the Company adopted ASC
Topic 805, “Business Combinations,” which, among other
things, establishes principles and requirements for how an
acquirer entity recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities
assumed (including intangibles) and any noncontrolling
interests in the acquired entity. In addition, ASC Topic 805
requires any acquirer of a business (investment property) to
expense all acquisition costs related to the acquisition, the
amount of which will vary significantly for each potential
acquisition of property by the Company. Other than
expensing acquisition costs, the Company does not believe
the adoption of ASC Topic 805 will have a material effect on
financial position or results of operation of the Company.
During the fiscal year ended 2010, the Company incurred
$307,000 in property acquisition costs.
Recently Issued Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards
Update (“ASU”) 2010-06, Fair Value Measurements and
Disclosures Topic 820 – Improving Disclosures about Fair
Value Measurements. ASU 2010-06 requires a number of
additional disclosures regarding fair value measurements,
including the amount of transfers between Level 1 and
Level 2 of the fair value hierarchy, the reasons for the
transfers in and out of Level 3 of the fair value hierarchy
and activity for recurring Level 3 measures. In addition, the
amendments clarify certain existing disclosure requirements
related to the level at which fair value disclosures should be
disaggregated and the requirement to provide disclosures
about the valuation techniques and inputs used in
determining the fair value of assets or liabilities classified as
22
Level 2 or Level 3. ASU 2010-06 is effective for interim and
annual reporting periods beginning after December 15,
2009, except for disclosures about purchases, sales issuances
and settlements in the roll forward of activity in Level 3 fair
value measurements, which is effective for interim and
annual reporting periods beginning after December 15,
2010; early adoption in permitted. We do not expect that the
adoption of ASU 2010-06 will have a material impact on our
financial position, results of operations or cash flows once
fully adopted.
(2) REAL ESTATE INVESTMENTS
The Company’s investments in real estate, net of
depreciation, were composed of the following at October 31,
2010 and 2009 (in thousands):
Uncon-
solidated Mortgage
Notes
Properties Properties Venture Receivable
Core Non-Core
Joint
Retail
Office
Industrial
$474,780
7,799
—
$482,579
$ — $24,850
—
—
$24,850
—
450
$450
2010
2009
Totals
Totals
$1,090 $500,720 $454,353
7,799
7,769
450
539
$1,090 $508,969 $462,661
—
—
The Company’s investments at October 31, 2010
consisted of equity interests in 50 properties, which are
located in various regions throughout the United States
and one mortgage note receivable. The Company’s
primary investment focus is neighborhood and
community shopping centers located in the northeastern
United States. These properties are considered core
properties of the Company. The remaining properties are
located outside of the northeastern United States and are
considered non-core properties. Since a significant
concentration of the Company’s properties are in the
northeast, market changes in this region could have an
effect on the Company’s leasing efforts and ultimately its
overall results of operations. The following is a summary
of the geographic locations of the Company’s investments
at October 31, 2010 and 2009 (in thousands):
Northeast
Midwest
Southwest
2010
$507,429
450
1,090
$508,969
2009
$460,951
540
1,170
$462,661
(3) CORE PROPERTIES
The components of the core properties consolidated in the
financial statements are as follows (in thousands):
Land
Buildings and improvements
Accumulated depreciation
2010
$ 110,493
489,346
599,839
(117,260)
$ 482,579
2009
$ 103,906
460,383
564,289
(104,060)
$ 460,229
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 23
Space at the Company’s core properties is generally leased
to various individual tenants under short and intermediate-
term leases which are accounted for as operating leases.
Minimum rental payments on non-cancelable operating
leases in the consolidated core properties totaling
$362,741,000 become due as follows: 2011—$59,774,000;
2012—$54,010,000; 2013—$45,027,000; 2014—$39,663,000;
2015—$32,492,000 and thereafter—$131,775,000.
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, 2010.
Owned Properties
In April 2010, the Company, through a wholly owned
subsidiary, acquired three buildings containing 28,000
square feet of retail and office space in Katonah, New York
(“Katonah Village Commons”) for a cash purchase price
of $8.5 million. In conjunction with the purchase, the
Company incurred acquisition costs totaling $47,000
which have been expensed on the fiscal 2010 consolidated
statement of income.
In May 2010, the Company, through a wholly owned
subsidiary, completed the purchase of the New Milford
Plaza Shopping Center, in New Milford, Connecticut
(“New Milford”) for a purchase price of $22.3 million,
subject to an existing first mortgage secured by the
property at its estimated fair value of approximately $9.2
million. The assumption of the mortgage loan represents a
non-cash financing activity and is therefore not included in
the accompanying 2010 consolidated cash flow statement.
The Company financed its investment in the property
with available cash and a $13.2 million borrowing on its
unsecured revolving credit facility. In conjunction with the
purchase, the Company incurred acquisition costs totaling
$29,000 which have been expensed on the fiscal 2010
consolidated statement of income.
On July 24, 2009, the State of Connecticut acquired certain
areas of a property owned by two of the Company’s wholly
owned subsidiaries through a combination of condemnation
and easement due to the construction of a bridge that runs
over the property and awarded the Company’s subsidiaries
a total of approximately $2.0 million. Approximately $1.8
million of the total award represents amounts to be paid
to the Company for easements provided to the State of
Connecticut for certain areas of the property for the next 10
years, loss of rental income and property restoration costs.
The Company will amortize the easement and loss of rental
income proceeds as an addition to income on a straight-line
basis evenly over the 10-year life of the easement and lost
rent period. The Company has accounted for the
condemnation portion of the aforementioned award in
accordance with ASC Topic 605, “Gains and Losses,” that
requires the Company to record a gain or loss on the excess
URSTADT BIDDLE PROPERTIES INC.
or deficit of the proceeds received over the estimated net
book value of the condemned non-monetary asset. As a
result of the transaction, the Company has recorded a gain
on condemnation of approximately $70,000 which is
recorded in other income on the consolidated statement
of income for the fiscal year ended October 31, 2009.
In August 2009, the Company acquired three retail properties
in Westchester County, New York, for a cash purchase price of
approximately $600,000, including closing costs.
In December 2007, the Company acquired a 20,000 square
foot retail property located in Waldwick, New Jersey
(“Waldwick”) for $6.3 million, including closing costs. The
property is net-leased to a single tenant under a long-term
lease arrangement.
In February 2008, the Company acquired two retail
properties, containing approximately 5,500 square feet of
GLA in Westchester County, New York for a cash purchase
price of $2.3 million, including closing costs.
In August 2008, the Company acquired a 79,000 square
foot shopping center in Litchfield County, Connecticut
(“Veteran’s Plaza”) for a purchase price of $10.4 million,
including the assumption of a first mortgage loan. The
Company recorded the assumption of the mortgage loan at
its estimated fair value which approximated $3.7 million.
The assumption of the mortgage loan represents a non-cash
financing activity and is therefore not included in the
accompanying 2008 consolidated cash flow statement.
Upon the acquisition of real estate properties, the fair
value of the real estate purchased is allocated to the
acquired tangible assets (consisting of land, buildings and
building improvements), and identified intangible assets
and liabilities (consisting of above-market and below-
market leases and in-place leases), in accordance with ASC
Topic 805, “Business Combinations.” The Company utilizes
methods similar to those used by independent appraisers
in estimating the fair value of acquired assets and liabilities.
The fair value of the tangible assets of an acquired property
considers the value of the property “as-if-vacant.” The fair
value reflects the depreciated replacement cost of the asset.
In allocating purchase price to identified intangible assets
and liabilities of an acquired property, the values of above-
market and below-market leases are estimated based on the
differences between (i) contractual rentals and the
estimated market rents over the applicable lease term
discounted back to the date of acquisition utilizing a
discount rate adjusted for the credit risk associated with the
respective tenants and (ii) the estimated cost of acquiring
such leases giving effect to the Company’s history of
providing tenant improvements and paying leasing
commissions, offset by a vacancy period during which such
space would be leased. The aggregate value of in-place
leases is measured by the excess of (i) the purchase price
paid for a property after adjusting existing in-place leases
to market rental rates over (ii) the estimated fair value of
the property “as-if-vacant,” determined as set forth above.
23
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During fiscal 2010, the Company completed its evaluation
of the acquired leases at its three bank properties which were
acquired in fiscal 2009. As a result of its evaluation, the
Company has allocated $1.7 million to a liability associated
with the net fair value assigned to the acquired leases at the
properties, which amounts represent a non-cash investing
activity and are therefore not included in the accompanying
consolidated statement of cash flows for the fiscal year
ended October 31, 2010. The Company is currently in the
process of evaluating the fair value of the in-place leases for
Katonah Village Commons and New Milford. Consequently,
no value has yet been assigned to those leases. Accordingly,
the purchase price allocation is preliminary and may be
subject to change.
During fiscal 2009, the Company completed its evaluation
of the acquired leases at its Veteran’s Plaza property which
was acquired in August 2008. As a result of its evaluation,
the Company has allocated $355,000 to a liability associated
with the net fair value assigned to the acquired leases at the
property, which amount represents a non-cash investing
activity and is therefore not included in the accompanying
2009 consolidated statement of cash flows.
During fiscal 2008, the Company completed its evaluation
of the acquired leases at Waldwick and Ironbound, discussed
below. As a result of its evaluations, the Company has
allocated a total of $94,000 to an asset associated with the net
fair value assigned to the acquired leases at the properties,
which amount represents a non-cash investing activity and
is therefore not included in the accompanying 2008
consolidated statement of cash flows.
For the years ended October 31, 2010, 2009 and 2008,
the net amortization of above-market and below-market
leases amounted to $300,000, $132,000 and $50,000,
respectively, which amounts are included in base rents in
the accompanying consolidated statements of income.
In fiscal 2010, the Company incurred costs of approximately
$4.7 million related to capital improvements to its properties
and leasing costs.
(4) NON-CORE PROPERTIES
At October 31, 2010, the non-core properties consist of two
industrial properties (“the St. Louis” property and “the
Dallas” 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.
24
The components of non-core properties were as follows
(in thousands):
Land
Buildings and improvements
Accumulated depreciation
2010
$ 450
933
1,383
(932)
$ 451
2009
$ 450
933
1,383
(844)
$ 539
In December 2009, the Company extended the leases of
both non-core properties seven years through December
2016. Net rents on the St. Louis property (192,000 sf) were
decreased to $3.40 per square foot in years 1-5 and $3.90
per square foot in years 6-7 versus $3.98 per square foot in
the expiring lease. Net rents on the Dallas property (255,000
sf) were decreased to $3.71 per square foot in years 1-5 and
$4.25 per square foot in years 6-7 versus $4.21 per square foot
in the expiring lease. Neither lease contains an option for a
term extension beyond 2016. The effective date of both
extensions was January 1, 2010. Currently the properties are
used as parts distribution facilities for the parts and service
division of Chrysler Group LLC.
Minimum rental payments on non-cancelable operating
leases of the non-core properties totaling $10,315,000 become
due as follows: 2011—$1,597,000; 2012—$1,597,000; 2013—
$1,597,000; 2014—$1,597,000; 2015—$1,792,000 and
thereafter—$2,135,000.
(5) DISCONTINUED OPERATIONS
The Company follows the provisions of ASC Topic 205,
“Presentation of Financial Statements,” and ASC Topic 360,
“Property, Plant, and Equipment,” which require, among
other things, that the results of operations of properties sold
or that otherwise qualify as held for sale be classified as
discontinued operations and presented separately in the
Company’s consolidated financial statements.
In fiscal 2009, the Company completed the negotiations on
a contract to sell two properties for a sales price, including
closing costs, of $8.1 million. In accordance with ASC Topic
205 and 360, the Company adjusted the carrying value of the
property to $8.1 million and realized a loss on asset held for
sale of approximately $155,000. Subsequent to fiscal 2009, the
aforementioned contract was terminated and the Company
completed negotiations on a new contract with a different
buyer to sell the two properties for a sales price, including
closing costs, of $7.8 million. In accordance with ASC Topic
205 and 360, the Company further adjusted the carrying
value of the property to $7.8 million and realized a loss on
asset held for sale of approximately $300,000. The $300,000
in fiscal 2010 and the $155,000 in fiscal 2009 are included in
other expense on the accompanying consolidated statement
of income for those periods, respectively, as the Company
determined that the amount of loss, operations and revenue
of the property were insignificant to disclose separately as
discontinued operations.
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Also in fiscal 2009, the Company sold a 3,400 square foot
vacant retail property located in Eastchester, New York for a
sales price of approximately $925,000. This property was
acquired by the Company in fiscal 2008 and there was no
significant gain or loss recorded on the sale. The property
had no operating activity and accordingly the Company will
not report any discontinued operations as required by ASC
Topic 205.
(6) MORTGAGE NOTE RECEIVABLE
At October 31, 2010, mortgage note receivable consisted of
one fixed rate mortgage with a contractual interest rate of
9%. The mortgage note matures in 2013 and is secured by a
retail property. Interest is recognized on the effective yield
method. The mortgage note is recorded at a discounted
amount which reflects the market interest rate at the time of
acceptance of the note. At October 31, 2010, the remaining
unamortized discount was $60,500.
At October 31, 2010, principal payments on the mortgage
note receivable become due as follows: 2011—$90,000;
2012—$102,000; 2013—$898,000.
(7) MORTGAGE NOTES PAYABLE AND BANK
LINES OF CREDIT
At October 31, 2010, mortgage notes payable are due in
installments over various periods to fiscal 2019 at effective
rates of interest ranging from 3.9% to 7.25% and are
collateralized by real estate investments having a net
carrying value of approximately $177 million.
Combined aggregate principal maturities of mortgage
notes payable during the next five years and thereafter
are as follows (in thousands):
2011
2012
2013
2014
2015
Thereafter
Principal
Scheduled
Repayments Amortization
$ 2,470
2,419
2,071
2,038
2,164
6,895
$18,057
$ 3,947
3,791
11,455
—
—
80,952
$100,145
Total
$ 6,417
6,210
13,526
2,038
2,164
87,847
$118,202
The Company has a $50 million Unsecured Revolving
Credit Agreement (the “Facility”) with The Bank of New
York Mellon and Wells Fargo Bank N.A. The Facility gives
the Company the option, under certain conditions, to
increase the Facility’s borrowing capacity up to $100
million. The maturity date of the Facility is February 11,
2011 with two one-year extensions at the Company’s
option. Borrowings under the Facility can be used for,
among other things, acquisitions, working capital, capital
expenditures, and repayment of other indebtedness and
the issuance of letters of credit (up to $10 million).
Borrowings will bear interest at the Company’s option of
URSTADT BIDDLE PROPERTIES INC.
Eurodollar rate plus 0.85% to 1.15% or The Bank of New
York Mellon’s prime lending rate plus 0.50%. The
Company will pay an annual fee on the unused
commitment amount of up to 0.175% based on
outstanding borrowings during the year. The Facility
contains certain representations, financial and other
covenants typical for this type of facility. The Company’s
ability to borrow under the Facility is subject to its
compliance with the covenants and other restrictions on an
ongoing basis. The principal financial covenants limit the
Company’s level of secured and unsecured indebtedness
and additionally require the Company to maintain certain
debt coverage ratios. The Company was in compliance
with such covenants at October 31, 2010. In November of
2010, the Company notified the lender of the Facility that it
was exercising its first one-year option. The new maturity
date of the Facility is February 10, 2012. After the extension
the Company has one remaining one-year extension
option available.
During fiscal 2010, the Company borrowed a total of $44.0
million on its unsecured revolving credit facility to fund its
equity in two property acquisitions and investments in two
real estate joint ventures accounted for under the equity
method of accounting. In September 2010, the Company
repaid $32.4 million of those borrowings with proceeds
from its sale of Class A common stock.
In March 2010, the Company borrowed $11.6 million on the
Facility to fund its debt investment in the Midway Shopping
Center LP (see Note 10, “Investments in and Advances to
Unconsolidated Joint Ventures” for further information on this
transaction). In connection with borrowing on its Facility, the
Company entered into to a derivative financial instrument
contract with BNY Mellon as the counterparty. The terms of
that contract allowed the Company to “swap” the variable
interest rate of Libor plus 0.85% per annum for a fixed rate of
interest of 2.07% per annum on a notional amount of $11.6
million. The swap expires in January 2013.
The Company also has a Secured Revolving Credit Facility
with the Bank of New York Mellon (the “Secured Credit
Facility”). The Secured Credit Facility provides for
borrowings of up to $30 million. The maturity date of the
Secured Credit Facility is April 15, 2011 and is collateralized
by first mortgage liens on two of the Company’s properties.
Interest on outstanding borrowings is at prime plus 0.50% or
the Eurodollar rate plus 1.75%. The Secured Credit Facility
requires the Company to maintain certain debt service
coverage ratios during its term. The Company was in
compliance with such covenants at October 31, 2010. The
Company pays an annual fee of 0.25% on the unused
portion of the Secured Credit Facility. The Secured Credit
Facility is available to fund acquisitions, capital
expenditures, mortgage repayments, working capital
and other general corporate purposes. The Company is
currently in negotiations to extend the Secured Credit facility
for a new three-year term.
25
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In fiscal 2010, the Company repaid its mortgage payable
secured by its Somers property in the amount of $5.2 million.
In fiscal 2010, the Company, through a wholly owned
subsidiary, assumed a first mortgage payable with an
estimated fair value of approximately $9.2 million in
conjunction with its purchase of New Milford. The mortgage
requires payments of principal and interest at a fixed rate of
interest of 3.9% with a maturity of December 2012.
In fiscal 2009, the Company, through a wholly owned
subsidiary, completed a new first mortgage financing on one
of its properties in the amount of $18.9 million. The new
mortgage has a fixed rate of interest of 6.55% per annum with
required monthly payments of principal and interest based
on a 25-year amortization schedule. The mortgage has a term
of ten years and is due in May of 2019. Proceeds from the
mortgage financing in the amount of $17.1 million were
used to repay borrowings under the Company’s unsecured
revolving credit facility. Additionally in fiscal 2009, the
Company completed a new first mortgage financing on
another of its properties in the amount of $17.8 million. The
new mortgage has a fixed rate of interest of 6.66% per annum
with required monthly payments of principal and interest
based on a 25-year amortization schedule. The mortgage has
a term of ten years and is due in August of 2019.
Interest paid in the years ended October 31, 2010, 2009 and
2008 was approximately $7.5 million, $6.5 million and $7.0
million, respectively.
(8) REDEEMABLE PREFERRED STOCK
The Company is authorized to issue up to 20,000,000
shares of Preferred Stock. At October 31, 2010, the Company
had issued and outstanding 400,000 shares of Series C
Senior Cumulative Preferred Stock (Series C Preferred
Stock), 2,450,000 shares of Series D Senior Cumulative
Preferred Stock (Series D Preferred Stock) (see Note 11) and
2,400,000 shares of Series E Senior Cumulative Preferred
Stock (Series E Preferred Stock).
The following table sets forth the details of the Company’s redeemable preferred stock as of October 31, 2010 and 2009
(amounts in thousands, except share data):
8.50% Series C Senior Cumulative Preferred Stock; liquidation preference
of $100 per share; issued and outstanding 400,000 shares
8.50% Series E Senior Cumulative Preferred Stock; liquidation preference
of $25 per share; issued and outstanding 2,400,000 shares
Total Redeemable Preferred Stock
October 31,
2010
2009
$38,406
$38,406
57,797
$96,203
57,797
$96,203
The Series E Preferred Stock and Series C Preferred Stock
have no stated maturity, are not subject to any sinking fund
or mandatory redemption and are not convertible into other
securities or property of the Company. Commencing May
2013 (Series C Preferred Stock) and March 2013 (Series E
Preferred Stock), the Company, at its option, may redeem the
preferred stock issues, in whole or in part, at a redemption
price equal to the liquidation preference per share, plus all
accrued and unpaid dividends.
Upon a change in control of the Company (as defined),
each holder of Series C Preferred Stock and Series E Preferred
Stock has the right, at such holder’s option, to require the
Company to repurchase all or any part of such holder’s
stock for cash at a repurchase price equal to the liquidation
preference per share plus all accrued and unpaid dividends.
The Series C Preferred Stock and Series E Preferred Stock
contain covenants that require the Company to maintain
certain financial 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, 2010.
26
As the holders of the Series C Preferred Stock and Series E
Preferred Stock only have a contingent right to require the
Company to repurchase all or part of such holder’s shares
upon a change of control of the Company (as defined), the
Series C Preferred Stock and Series E Preferred Stock are
classified as redeemable equity instruments as a change
in control is not certain to occur.
(9) CONSOLIDATED JOINT
VENTURES AND REDEEMABLE
NONCONTROLLING INTERESTS
The Company is the general partner in two consolidated
limited partnerships which own grocery-anchored shopping
centers. The limited partnerships are listed below with the
Company’s approximate ownership interest in parenthesis:
• UB Ironbound, LP (“Ironbound”) (75%)
• UB Stamford, LP (“Stamford”) (90%) (See note 16.)
The limited partnerships have defined termination dates
of December 31, 2097 and December 31, 2099, respectively.
The partners are entitled to receive an annual cash
preference payable from available cash of the partnerships.
Any unpaid preferences accumulate and are paid from
future cash, if any. At October 31, 2010, the limited partners
in
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 27
in Stamford have unpaid cash preferences of approximately
$2.9 million. The balance of available cash, if any, is
distributed in accordance with the respective partner’s
interests. The limited partners in Ironbound currently have
the right to require the Company to repurchase all or a
portion of their remaining limited partner interests at prices
as defined in the Ironbound partnership agreement. The
limited partners in Stamford can require the Company to
repurchase all or a portion of their remaining limited
partner interests at prices as defined in the Stamford
partnership agreement. Upon liquidation of the
partnerships, proceeds from the sale of partnership assets
are to be distributed in accordance with the respective
partnership interests. The limited partners are not obligated
to make any additional capital contributions to the
partnerships. The Company retains an affiliate of one of
the limited partners in one of the partnerships to provide
management and leasing services to the property at an
annual fee equal to two percent of rental income collected,
as defined. The limited partner interests in both
partnerships are reflected at redemption value which
approximates fair value in the accompanying consolidated
financial statements as noncontrolling interests.
Effective November 1, 2009, the Company adopted ASC
Topic 810, “Noncontrolling Interests in Consolidated
Financial Statements.” ASC Topic 810 states that the
accounting and reporting for minority interests will be re-
characterized as noncontrolling interests and classified as
a component of equity subject to the provisions of the
former Emerging Issues Task Force (“EITF”) Topic D-98
(Revised March 2008). Because the limited partners in
both of the Company’s consolidated limited partnerships
currently have the right to require the Company to redeem
all or a part of their limited partnership units at prices as
defined in the limited partnership agreements, the
Company will report the noncontrolling interests in the
partnerships in the mezzanine section, outside of
permanent equity, of the consolidated balance sheets at
redemption value which approximates fair value. For the
fiscal year ended October 31, 2010, the Company increased
the carrying value of the noncontrolling interests by $4.1
million with the corresponding decrease recorded in
stockholders’ equity (see Note 16).
The following table sets forth the details of the Company’s
redeemable noncontrolling interests at October 31, 2010 and
October 31, 2009 (amounts in thousands):
Beginning Balance
Change in Redemption Value
Ending Balance
October 31,
2010
$ 7,259
4,071
$11,330
2009
$7,259
—
$7,259
URSTADT BIDDLE PROPERTIES INC.
(10) INVESTMENTS IN AND ADVANCES TO
UNCONSOLIDATED JOINT VENTURES
In April 2010, the Company, through a wholly owned
subsidiary, acquired a 66.7% undivided equity interest in
the Putnam Plaza Shopping Center (“Putnam Plaza”) for a
net investment of $6.5 million including closing costs. The
investment was funded with available cash and a $5.8
million borrowing on the Company’s Facility. The remaining
undivided interest in the property is owned by an
unaffiliated investor. Simultaneously to the acquisition, a
$21 million non-recourse first mortgage payable was placed
on the property with the proceeds distributed to the seller.
The new mortgage has an initial term of five years with a
five- year extension right at the then market interest rate
as defined. Payments of interest only are due for the first
thirty months at 6.2%. Beginning in the thirty-first month,
payments of principal and interest, at the rate of 6.2%,
are required based on a twenty-seven and one-half year
amortization schedule. In conjunction with the purchase,
the Company incurred acquisition costs totaling $116,000
which have been expensed on the fiscal 2010 consolidated
statement of income.
The minority investor in the venture has provided the first
mortgage lender with a $2 million recourse guarantee, which
guarantees payment and performance. The Company has
entered into an agreement with the minority investor whereby
the Company will participate in the guarantee up to 66.7%.
The Company accounts for its investment in the Putnam
Plaza joint venture under the equity method of accounting
since it exercises significant influence, but does not control
the venture.
The other venturer in Putnam Plaza has substantial
participation rights in the financial decisions and operation
of the property, which preclude the Company from
consolidating the investment. The Company has evaluated
its investment in Putnam Plaza and has concluded that the
venture is not a variable interest entity. Under the equity
method of accounting, the initial investment is recorded at
cost as an investment in unconsolidated joint venture, and
subsequently adjusted for equity in net income (loss) and
cash contributions and distributions from the venture. Any
difference between the carrying amount of the investment
on the Company’s balance sheet and the underlying equity
in net assets of the venture is evaluated for impairment at
each reporting period.
In June 2010, the Company, through a wholly owned
subsidiary, purchased a 9.9667% equity interest in Midway
Shopping Center L.P., which owns a 247,000 square foot
shopping center in Westchester County, New York
(“Midway”) for approximately $6.0 million. Also in June
2010, the Company loaned Midway, in the form of an
unsecured note, approximately $11.6 million, which
Midway used to repay $11.6 million in mortgage and
unsecured loans. The loan to Midway by the Company
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
will require monthly payments to the Company of interest
only at 5.75% per annum; the loan will mature on January 1,
2013. The investments were funded with available cash and
a $17.5 million borrowing on the Company’s Facility. The
Company has evaluated its investment in Midway and has
concluded that the venture is not a variable interest entity
and it should not be consolidated into the financial
statements of the Company. Although the Company only
has an approximate 10% equity interest in Midway, it
controls 25% of the voting power of Midway and as such
has determined that it exercises significant influence over
the financial and operating decisions of Midway and
accounts for its investment in Midway under the equity
method of accounting. Under the equity method of
accounting, the initial investment is recorded at cost as
an investment in unconsolidated joint venture, and
subsequently adjusted for equity in net income (loss) and
cash contributions and distributions from the venture. Any
difference between the carrying amount of the investment
on the Company’s balance sheet and the underlying equity
in net assets of the venture is evaluated for impairment at
each reporting period. In conjunction with the purchase,
the Company incurred acquisition costs totaling $42,000
which have been expensed on the fiscal 2010 consolidated
statement of income. In November 2010, the Company,
through a wholly owned subsidiary, purchased an
additional 0.925% interest in Midway.
The Company has allocated the $6.5 million excess of
the carrying amount of its investment in and advance to
Midway over the Company’s share of Midway’s net book
value to real property and will amortize the difference
over the estimated useful life of 39 years.
Midway currently has a non-recourse first mortgage
payable in the amount of $14 million. The loan bears
interest only at the rate of 6% per annum, which matures
in January 2013. Midway’s only other debt outstanding
is its unsecured loan to the Company in the amount of
$11.6 million.
The Company’s other investment in unconsolidated joint
venture is a 20% economic interest in a partnership which
owns a retail and office building in Westchester County,
New York.
At October 31, 2010 and October 31, 2009, investments in
and advances to unconsolidated joint ventures consisted of
the following (with the Company’s ownership percentage
in parentheses) (amounts in thousands):
October 31,
2010
Midway Shopping Center, L.P. (9.9667%) $17,517
6,610
Putnam Plaza Shopping Center (66.7%)
723
81 Pondfield Road Company (20%)
$24,850
Total
2009
$ —
—
723
$723
28
(11) STOCKHOLDERS’ EQUITY
The Series D Preferred Stock has no maturity and is not
convertible into any other security of the Company. The
Series D Preferred Stock is currently redeemable at the
Company’s option at a price of $25 per share plus accrued
and unpaid dividends. Underwriting commissions and
costs incurred in connection with the sale of the Series D
Preferred Stock are reflected as a reduction of additional
paid in capital.
During fiscal 2010, the Company sold 2,500,000 shares
of Class A Common Stock in an underwritten follow-on
common stock offering for $18.05 per share and raised net
proceeds of $45.1 million. The Company used the proceeds
of the offering to repay existing draws on its Facility that
had been used to fund its equity investments in the four
property acquisitions made in fiscal 2010.
The Class A Common Stock entitles the holder to 1/20 of
one vote per share. The Common Stock entitles the holder
to one vote per share. Each share of Common Stock and
Class A Common Stock have identical rights with respect
to dividends, except that each share of Class A Common
Stock will receive not less than 110% of the regular
quarterly dividends paid on each share of Common Stock.
The Company has a Dividend Reinvestment and Share
Purchase Plan as amended (the “DRIP”), that permits
stockholders to acquire additional shares of Common Stock
and Class A Common Stock by automatically reinvesting
dividends. During fiscal 2010, the Company issued 62,976
shares of Common Stock and 8,873 shares of Class A
Common Stock (59,494 shares of Common Stock and 11,657
shares of Class A Common Stock in fiscal 2009) through the
DRIP. As of October 31, 2010, there remained 411,222 shares
of Common Stock and 446,290 shares of Class A Common
Stock available for issuance under the DRIP.
The Company has a stockholder rights agreement that
expires on November 11, 2018. The rights are not currently
exercisable. When they are exercisable, the holder will be
entitled to purchase from the Company one one-hundredth
of a share of a newly established Series A Participating
Preferred Stock at a price of $65 per one one-hundredth of
a preferred share, subject to certain adjustments. The
distribution date for the rights will occur 10 days after a
person or group either acquires or obtains the right to
acquire 10% (“Acquiring Person”) or more of the combined
voting power of the Company’s Common Shares, or
announces an offer, the consummation of which would
result in such person or group owning 30% or more of the
then outstanding Common Shares. Thereafter, shareholders
other than the Acquiring Person will be entitled to purchase
original common shares of the Company having a value
equal to two times the exercise price of the right.
If the Company is involved in a merger or other business
combination at any time after the rights become exercisable,
and the Company is not the surviving corporation or 50% or
more of the Company assets are sold or transferred, the
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rights agreement provides that the holder other than the
Acquiring Person will be entitled to purchase a number of
shares of common stock of the acquiring company having a
value equal to two times the exercise price of each right.
The Company’s articles of incorporation provide that if
any person acquires more than 7.5% of the aggregate value
of all outstanding stock, except, among other reasons, as
approved by the Board of Directors, such shares in excess of
this limit automatically will be exchanged for an equal
number of shares of Excess Stock. Excess Stock has limited
rights, may not be voted and is not entitled to any
dividends. In March 2008, the Board of Directors of the
Company granted an irrevocable waiver to the 7.5% limit to
the purchaser and any subsequent owners of the Series E
Preferred Stock.
In a prior year, the Board of Directors of the Company
approved a share repurchase program (“Program”) for the
repurchase of up to 1,500,000 shares of Common Stock and
Class A Common Stock in the aggregate and to repurchase
shares of the Company’s Series C and Series D Senior
Cumulative Preferred Stock (Preferred Stock) in open-
market transactions. During fiscal 2009, the Company
repurchased 38,700 shares of Class A Common Stock at
an aggregate price of $506,000. The Company did not
repurchase any shares of Common, Class A Common or
preferred stock during fiscal 2010. As of October 31, 2010,
the Company had repurchased 3,600 shares of Common
Stock and 724,578 shares of Class A Common Stock under
the repurchase program. The Company has yet to
repurchase any Preferred Stock under the Program.
URSTADT BIDDLE PROPERTIES INC.
(12) STOCK COMPENSATION AND OTHER
BENEFIT PLANS
Restricted Stock Plan
The Company accounts for its Restricted Stock Plan in
accordance with ASC Topic 718, “Stock Compensation.” In
March 2010, the stockholders of the Company approved
an amendment to the restricted stock plan for key
employees and directors of the Company. The restricted
stock plan (“Plan”) provides for the grant of up to
2,650,000 shares of the Company’s common equity
consisting of 350,000 Common shares, 350,000 Class A
Common shares and 1,950,000 shares, which, at the
discretion of the Company’s compensation committee,
may be awarded in any combination of Class A Common
shares or Common shares.
In January 2010, the Company awarded 175,950 shares
of Common Stock and 69,550 shares of Class A Common
Stock to participants in the Plan. The grant date fair value
of restricted stock grants awarded to participants was $3.7
million. As of October 31, 2010, there remained a total of
$12.2 million of unrecognized restricted stock
compensation related to outstanding non-vested restricted
stock grants awarded under the Plan and outstanding at
that date. Restricted stock compensation is expected to be
expensed over a remaining weighted average period of 5.0
years. For the years ended October 31, 2010, 2009 and 2008,
amounts charged to compensation expense totaled
$3,200,000, $2,570,000 and $1,713,000, respectively.
A summary of the status of the Company’s non-vested restricted stock awards as of October 31, 2010, and changes during
the year ended October 31, 2010 are presented below:
Non-vested at October 31, 2009
Granted
Vested
Forfeited
Non-vested at October 31, 2010
Common Shares
Class A Common Shares
Weighted-
Average
Grant Date
Fair Value
$14.72
$14.88
$ 7.25
—
$14.97
Shares
1,095,450
175,950
(38,300)
—
1,233,100
Weighted-
Average
Grant Date
Fair Value
$15.08
$15.25
$10.33
—
$15.85
Shares
334,700
69,550
(54,300)
—
349,950
Profit Sharing and Savings Plan
The Company has a profit sharing and savings plan (the
“401K Plan”), which permits eligible employees to defer
a portion of their compensation in accordance with the
Internal Revenue Code. Under the 401K Plan, the Company
made contributions on behalf of eligible employees. The
Company made contributions to the 401K Plan of
approximately $140,000 in each of the three years ended
October 31, 2010, 2009 and 2008. The Company also has an
Excess Benefit 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.
29
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(13) FAIR VALUE MEASUREMENTS
ASC Topic 820, “Fair Value Measurements and
Disclosures,” defines fair value as the price that would be
received to sell an asset, or paid to transfer a liability, in
an orderly transaction between market participants.
ASC Topic 820’s valuation techniques are based on
observable or unobservable inputs. Observable inputs reflect
market data obtained from independent sources, while
unobservable inputs reflect the Company’s market
assumptions. These two types of inputs have created the
following fair value hierarchy:
• Level 1—Quoted prices for identical instruments in
active markets
• Level 2— Quoted prices for similar instruments in
active markets; quoted prices for identical or similar
instruments in markets that are not active; and model-
derived valuations in which significant value drivers
are observable
• Level 3—Valuations derived from valuation techniques
in which significant value drivers are unobservable
Marketable debt and equity securities are valued based
on quoted market prices on national exchanges.
In fiscal 2010, the Company completed the negotiations
with the limited partners in Stamford to purchase their
noncontrolling interests in Stamford for a purchase price of
$7.4 million; accordingly, the fair value of the noncontrolling
interests in Stamford were adjusted to $7.4 million at
October 31, 2010. In addition, because the negotiated buyout
represents significant other observable inputs (a negotiated
exit price), the Company has transferred the balance of
noncontrolling interests in Stamford from the “Significant
Unobservable Inputs” designation to the “Significant Other
Observable Inputs” designation at October 31, 2010.
The Company calculates the fair value of the remaining
redeemable noncontrolling interests in Ironbound based
on unobservable inputs considering the assumptions that
market participants would make in pricing the obligations.
The inputs used include an estimate of the fair value of the
cash flow generated by the limited partnership in which the
investor owns the partnership units.
The fair values of interest rate swaps are determined using
widely accepted valuation techniques, including discounted
cash flow analysis, on the expected cash flows of each
derivative. The analysis reflects the contractual terms of the
swaps, including the period to maturity, and uses observable
market-based inputs, including interest rate curves
(“significant other observable inputs”). The fair value
calculation also includes an amount for risk of non-
performance using “significant unobservable inputs” such as
estimates of current credit spreads to evaluate the likelihood
of default. The Company has concluded, as of October 31,
2010, that the fair value associated with the “significant
unobservable inputs” relating to the Company’s risk of non-
performance was insignificant to the overall fair value of the
30
interest rate swap agreements and, as a result, the Company
has determined that the relevant inputs for purposes of
calculating the fair value of the interest rate swap
agreements, in their entirety, were based upon “significant
other observable inputs.”
The Company measures its redeemable noncontrolling
interests, marketable equity and debt securities classified as
available for sale securities and interest rate swap derivative
at fair value on a recurring basis. The fair value of these
financial assets and liabilities was determined using the
following inputs at October 31, 2010 (amounts in thousands):
Fair Value
Measurements at Reporting Date Using
Quoted
Prices
in Active
Markets for
Significant
Significant
Other
Identical Observable Unobservable
Inputs
Inputs
(Level 3)
(Level 2)
Assets
(Level 1)
Total
Assets:
Available
for Sale
Securities
Liabilities:
Interest
Rate
Swap
Agreement
Redeemable
noncontrolling
interests
$ 932
$932
$ —
$ —
$ 203
$ —
$ 203
$ —
$11,330
$ —
$7,419
$3,911
Fair market value measurements based upon Level 3
inputs changed from $7,259 at November 1, 2009 to $3,911
at October 31, 2010 as a result of a $4,071 increase in the
redemption value of the Company’s two noncontrolling
interests in accordance with the application of ASC Topic 810
beginning on November 1, 2009 and a $7,419 transfer of the
Stamford noncontrolling interest from Level 3 to Level 2
during the fourth quarter of fiscal 2010.
Fair Value of Financial Instruments
The carrying values of cash and cash equivalents,
restricted cash, tenant receivables, prepaid expenses, other
assets, accounts payable, accrued expenses, revolving
lines of credit and other liabilities are reasonable estimates
of their fair values.
The estimated fair value of the mortgage note receivable
collateralized by real property is based on discounting the
future cash flows at a year-end risk adjusted lending rate
that the Company would utilize for loans of similar risk
and duration. At October 31, 2010 and October 31, 2009,
the estimated aggregate fair value of the mortgage note
receivable was approximately $1.2 million.
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 31
The estimated fair value of mortgage notes payable was
approximately $122 million and $115 million at October 31,
2010 and October 31, 2009, respectively. The estimated fair
value of mortgage notes payable is based on discounting the
future cash flows at a year-end risk adjusted borrowing rate
currently available to the Company for issuance of debt with
similar terms and remaining maturities.
Although management is not aware of any factors that
would significantly affect the estimated fair value amounts,
such amounts have not been comprehensively revalued for
purposes of these financial statements since that date and
current estimates of fair value may differ significantly from
the amounts presented herein.
URSTADT BIDDLE PROPERTIES INC.
(14) COMMITMENTS AND CONTINGENCIES
In the normal course of business, from time to time, the
Company is involved in legal actions relating to the
ownership and operations of its properties. In management’s
opinion, the liabilities, if any, that ultimately may result from
such legal actions are not expected to have a material
adverse effect on the consolidated financial position, results
of operations or liquidity of the Company.
At October 31, 2010, the Company had commitments of
approximately $5.3 million for tenant-related obligations.
(15) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The unaudited quarterly results of operations for the years ended October 31, 2010 and 2009 are as follows (in thousands,
except per share data):
Year Ended October 31, 2010
Quarter Ended
Apr 30
July 31
Jan 31
Oct 31
Year Ended October 31, 2009
Quarter Ended
Jan 31
Apr 30
July 31
Oct 31
Revenues
Net Income Attributable to
Urstadt Biddle Properties Inc.
Preferred Stock Dividends
Net Income Applicable to Common
$20,518
$21,169
$21,813
$21,618
$21,370
$21,188
$20,485
$19,529
$ 6,413
(3,273)
$ 6,160
(3,274)
$ 7,792
(3,273)
$ 7,177
(3,274)
$ 6,879
(3,273)
$ 7,381
(3,274)
$ 7,052
(3,273)
$ 6,431
(3,274)
and Class A Common Stockholders
$ 3,140
$ 2,886
$ 4,519
$ 3,903
$ 3,606
$ 4,107
$ 3,779
$ 3,157
Per Share Data:
Basic Earnings Per Share:
Class A Common Stock
Common Stock
Diluted Earnings Per Share:
Class A Common Stock
Common Stock
(16) SUBSEQUENT EVENTS
$.13
$.12
$.13
$.11
$.12
$.11
$.12
$.10
$.18
$.17
$.18
$.16
$.15
$.14
$.15
$.13
$.15
$.13
$.15
$.13
$.17
$.15
$.17
$.15
$.16
$.14
$.15
$.14
$.13
$.12
$.13
$.11
On December 15, 2010, the Board of Directors of the Company declared cash dividends of $.2225 for each share of Common
Stock and $.2450 for each share of Class A Common Stock. The dividends are payable on January 21, 2011 to stockholders of
record on January 7, 2011. The Board of Directors also ratified the actions of the Company’s compensation committee
authorizing the awards of 175,950 shares of Common Stock and 63,100 shares of Class A Common Stock to certain key officers
and directors of the Company, effective January 3, 2011 pursuant to the Company’s restricted stock plan. The fair value of the
shares awarded totaling $4.3 million will be charged to expense over the respective vesting periods.
In December of 2010, the Company entered into a lease termination agreement with a tenant who had vacated their space at
one of the Company’s properties prior to the expiration of their lease. In accordance with the agreement, the tenant agreed to
pay the Company $3.3 million as consideration for terminating all obligations under the lease with the Company. Under the
terms of the agreement, the former tenant will make 41 equal monthly payments of $80,000, and one final payment of $20,000,
without interest to satisfy the $3.3 million termination fee.
In December of 2010 and January of 2011, the Company and a wholly owned subsidiary purchased the remaining 10%
limited partner interests in the limited partnership that owns the Stamford property for $7.4 million. As a result of this
transaction, the Company will have a 100% ownership interest in the property.
31
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 32
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of Urstadt Biddle Properties Inc.
We have audited the accompanying consolidated balance sheets of Urstadt Biddle Properties Inc. (the “Company”) as of
October 31, 2010 and 2009 and the related consolidated statements of income, stockholders' equity, and cash flows for each
of the three years in the period ended October 31, 2010. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial statements based on our 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, 2010 and 2009, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended October 31, 2010, in conformity with accounting principles generally
accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the Company’s internal control over financial reporting as of October 31, 2010 based on criteria established in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated January 13, 2011 expressed an unqualified opinion thereon.
New York, New York
January 13, 2011
/s/PKF LLP
32
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 33
y
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction
with the consolidated financial statements of the Company
and the notes thereto included elsewhere in this report.
FORWARD-LOOKING STATEMENTS
This 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 anticipates will or may occur in the future, including such
matters as future capital expenditures, dividends and
acquisitions (including the amount and nature thereof),
business strategies, expansion and growth of the Company’s
operations and other such matters are forward-looking
statements. These statements are based on certain
assumptions and analyses made by the Company in light of
its experience and its perception of historical trends, current
conditions, expected future developments and other factors
it believes are appropriate. Such statements are subject to a
number of assumptions, risks and uncertainties, including,
among other things, general economic and business
conditions, the business opportunities that may be presented
to and pursued by the Company, changes in laws or
regulations and other factors, many of which are beyond the
control of the Company. Any forward-looking statements are
not guarantees of future performance and actual results or
developments may differ materially from those anticipated
in the forward-looking statements.
EXECUTIVE SUMMARY AND OVERVIEW
The Company, a REIT, is a fully integrated, self-
administered real estate company, engaged in the
acquisition, ownership and management of commercial real
estate, primarily neighborhood and community shopping
centers in the northeastern part of the United States. Other
real estate assets include office and industrial properties. The
Company’s major tenants include supermarket chains and
other retailers who sell basic necessities. At October 31, 2010,
the Company owned or had equity interests in 50 properties
containing a total of 4.6 million square feet of GLA of which
approximately 94% was leased. Included in the 50 properties
are equity interests in three unconsolidated joint ventures at
October 31, 2010. These joint ventures were approximately
90% leased. We have paid quarterly dividends to our
shareholders continuously since our founding in 1969 and
have increased our dividends per Common and Class A
common shares for 17 consecutive years.
The Company derives substantially all of its revenues
from rents and operating expense reimbursements received
pursuant to long-term leases and focuses its investment
activities on community and neighborhood shopping
centers, anchored principally by regional supermarket
chains. The Company believes, because of the need of
consumers to purchase food and other staple goods and
services generally available at supermarket-anchored
shopping centers, that the nature of its investments provide
for relatively stable revenue flows even during difficult
economic times. The Company is experiencing and, in fiscal
2011, expects that it will continue to experience increased
vacancy rates, relative to the Company’s historical norm, at
some of its shopping centers and a lengthening in the time
required for releasing of vacant space, as the current
economic downturn continues to negatively affect retail
companies. However, the Company believes it is well
positioned to weather these difficulties. Notwithstanding
the increase in vacancy rates at various properties,
approximately 94% of the Company’s portfolio remains
leased. The Company has a strong capital structure with
only $4.1 million in secured debt maturing in the next 12
months. The Company expects to continue to explore
acquisition opportunities that may arise during this
economic downturn consistent with its business strategy.
Primarily as a result of property acquisitions in fiscal 2010,
the Company’s financial data shows increases in total
revenues and expenses from period to period.
The Company focuses on increasing cash flow, and
consequently the value of its properties, and seeks
continued growth through strategic re-leasing, renovations
and expansion of its existing properties and selective
acquisition of income-producing properties, primarily
neighborhood and community shopping centers in the
northeastern part of the United States.
Key elements of the Company’s growth strategies and
operating policies are to:
• Acquire neighborhood and community shopping
centers in the northeastern part of the United States
with a concentration in Fairfield County, Connecticut,
Westchester and Putnam Counties, New York and
Bergen County, New Jersey
• Hold core properties for long-term investment and
enhance their value through regular maintenance,
periodic renovation and capital improvement
• Selectively dispose of non-core and underperforming
properties and re-deploy the proceeds into properties
located in the northeast region
• Increase property values by aggressively marketing
available GLA and renewing existing leases
• Renovate, reconfigure or expand existing properties
to meet the needs of existing or new tenants
• Negotiate and sign leases which provide for regular
or fixed contractual increases to minimum rents
• Control property operating and administrative costs
33
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 34
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are those that are both
important to the presentation of the Company’s financial
condition and results of operations and require
management’s most difficult, complex or subjective
judgments. Set forth below is a summary of the accounting
policies that management believes are critical to the
preparation of the consolidated financial statements. This
summary should be read in conjunction with the more
complete discussion of the Company’s accounting policies
included in Note 1 to the consolidated financial statements
of the Company.
Revenue Recognition
Our leases with tenants are classified as operating leases.
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 Company’s
consolidated balance sheets. Most leases contain provisions
that require tenants to reimburse a pro-rata share of real
estate taxes and certain common area expenses. Adjustments
are also made throughout the year to tenant receivables and
the related cost recovery income based upon the Company’s
best estimate of the final amounts to be billed and collected.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is established based
on a quarterly analysis of the risk of loss on specific accounts.
The analysis places particular emphasis on past-due accounts
and considers information such as the nature and age of the
receivables, the payment history of the tenants or other
debtors, the financial condition of the tenants and any
guarantors and management’s assessment of their ability
to meet their lease obligations, the basis for any disputes
and the status of related negotiations, among other things.
Management’s estimates of the required allowance is subject
to revision as these factors change and is sensitive to the
effects of economic and market conditions on tenants,
particularly those at retail properties. Estimates are used to
establish reimbursements from tenants for common area
maintenance, real estate tax and insurance costs. The
Company analyzes the balance of its estimated accounts
receivable for real estate taxes, common area maintenance
and insurance for each of its properties by comparing actual
recoveries versus actual expenses and any actual write-offs.
Based on its analysis, the Company may record an additional
amount in its allowance for doubtful accounts related to these
items. It is also the Company’s policy to maintain an
allowance of approximately 10% of the deferred straight-line
rents receivable balance for future tenant credit losses.
34
Real Estate
Land, buildings, property improvements,
furniture/fixtures and tenant improvements are recorded at
cost. Expenditures for maintenance and repairs are charged
to operations as incurred. Renovations and/or replacements,
which improve or extend the life of the asset, are capitalized
and depreciated over their estimated useful lives.
The amounts to be capitalized as a result of an acquisition
and the periods over which the assets are depreciated or
amortized are determined based on estimates as to fair value
and the allocation of various costs to the individual assets.
The Company allocates the cost of an acquisition based
upon the estimated fair value of the net assets acquired.
The Company also estimates the fair value of intangibles
related to its acquisitions. The valuation of the fair value of
intangibles involves estimates related to market conditions,
probability of lease renewals and the current market value
of in-place leases. This market value is determined by
considering factors such as the tenant’s industry, location
within the property and competition in the specific region
in which the property operates. Differences in the amount
attributed to the intangible assets can be significant based
upon the assumptions made in calculating these estimates.
The Company is required to make subjective assessments
as to the useful life of its properties for purposes of
determining the amount of depreciation. These assessments
have a direct impact on the Company’s net income.
Properties are depreciated using the straight-line method
over the estimated useful lives of the assets. The estimated
useful lives are as follows:
Buildings
Property Improvements
Furniture/Fixtures
Tenant Improvements
30-40 years
10-20 years
3-10 years
Shorter of lease term
or their useful life
Asset Impairment
On a periodic basis, management assesses whether there
are any indicators that the value of the real estate properties
may be impaired. A property value is considered impaired
when management’s estimate of current and projected
operating cash flows (undiscounted and without interest) of
the property over its remaining useful life is less than the net
carrying value of the property. Such cash flow projections
consider factors such as expected future operating income,
trends and prospects, as well as the effects of demand,
competition and other factors. To the extent impairment
has occurred, the loss is measured as the excess of the net
carrying amount of the property over the fair value of the
asset. Changes in estimated future cash flows due to changes
in the Company’s plans or market and economic conditions
could result in recognition of impairment losses which could
be substantial. Management does not believe that the value
of any of its rental properties is impaired at October 31, 2010.
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 35
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2010, the Company had unrestricted cash
and cash equivalents of $15.7 million compared to $10.3
million at October 31, 2009. The Company’s sources of
liquidity and capital resources include its cash and cash
equivalents, proceeds from bank borrowings and long-term
mortgage debt, capital financings and sales of real estate
investments. Payments of expenses related to real estate
operations, debt service, management and professional
fees, and dividend requirements place demands on the
Company’s short-term liquidity.
As a result of the Company’s conservative capital structure,
the Company’s liquidity and capital resources have not been
significantly affected by the recent turmoil in the credit
markets. The Company maintains a ratio of total debt to total
assets of under 25%, which we believe will allow the
Company to obtain additional secured mortgage borrowings
if necessary. The Company’s earliest significant fixed rate
debt maturity is not until October 2011. As of October 31,
2010, the Company has loan availability of $68.4 million on
its two revolving lines of credit.
In January of 2011, the Company used available cash
in the amount of $7.4 million to purchase the remaining
10% limited partner interests in the limited partnership
that owns the Stamford property. (See Note 16 in the
Company’s financial statements included in this report
for more information.)
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 2011 and to meet
its dividend requirements necessary to maintain its REIT
status. In fiscal 2010, 2009 and 2008, net cash flow provided
by operations amounted to $45.2 million, $42.6 million and
$45.0 million, respectively. Cash dividends paid on common
and preferred shares increased to $38.9 million in fiscal 2010
compared to $37.7 million in fiscal 2009 and $36.0 million
in fiscal 2008.
The Company expects to continue paying regular
dividends to its stockholders. These dividends will be paid
from operating cash flows which are expected to increase
due to property acquisitions and growth in operating
income in the existing portfolio and from other sources. The
Company derives substantially all of its revenues from rents
under existing leases at its properties. The Company’s
operating cash flow therefore depends on the rents that it is
able to charge to its tenants, and the ability of its tenants to
make rental payments. The Company believes that the
nature of the properties in which it typically invests―
primarily grocery-anchored neighborhood and community
shopping centers―provides a more stable revenue flow in
uncertain economic times, in that consumers still need to
URSTADT BIDDLE PROPERTIES INC.
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.
In December 2010, the Company was notified that The
Great Atlantic and Pacific Tea Company, Inc., which leases
three spaces in the Company’s portfolio (129,000 sf), filed a
petition for protection under Chapter 11 of the United States
Bankruptcy Law. As of the date of this report, the Company
has not received any additional information regarding these
three leases. If the leases are rejected under bankruptcy law,
the Company potentially could suffer re-tenanting costs and
a rental income loss until the spaces are re-leased. If the
leases are rejected, the Company believes it would be
successful in re-leasing the vacant spaces, although there
could be some rental revenue loss during the time it takes
to re-lease the spaces.
Net Cash Flows from:
Operating Activities
Net cash flows provided by operating activities amounted
to $45.2 million in fiscal 2010, compared to $42.6 million in
fiscal 2009 and $45.0 million in fiscal 2008. The changes in
operating cash flows were primarily the result of:
Increase from fiscal 2009 to fiscal 2010:
a) The receipt in fiscal 2010 of a $2.0 million condemnation
award from the State of Connecticut related to one of
the Company’s properties which was accrued at
October 31, 2009.
Decrease from fiscal 2008 to fiscal 2009:
a) an increase in tenant receivables in fiscal 2009 relating to
common area maintenance and real estate tax billings
for increased expenses in those two categories at some
of the Company’s properties; b) an increase in other
assets in fiscal 2009 as a result of payments made in
advance for real estate taxes on properties with
increased real estate tax assessments when compared
with similar payments made in the prior period for
those same properties; c) a decrease in net operating
results at some of the Company’s properties owned
during both periods; d) an increase in restricted cash
relating to deposits for the two new mortgages the
Company entered into in fiscal 2009; offset by: e) the
addition of the net operating results of the Company’s
acquired properties in fiscal 2008.
35
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Investing Activities
Fiscal 2008: (Total $77.4 million)
Net cash flows used in investing activities were $51.2
million in fiscal 2010, $3.1 million in fiscal 2009 and $33.7
million in fiscal 2008. The changes in investing cash flows
were primarily the result of:
• Net proceeds from the issuance of Series E Preferred
stock in the amount of $58.0 million.
• Proceeds from revolving credit line borrowings in the
amount of $18.1 million.
• Repayment to the Company of an officer note receivable
Increase in cash used from fiscal 2009 to fiscal 2010:
in the amount of $1.3 million.
a) The Company acquiring $46.2 million (four properties)
in properties in fiscal 2010 when compared with
$600,000 (three retail bank branches) and $2.1 million
(one limited partnership interest in a consolidated joint
venture) in fiscal 2009 and b) the Company incurring
$2.4 million more in improvements and deferred
charges related to its properties in fiscal 2010 when
compared to fiscal 2009.
Cash used:
Fiscal 2010: (Total $78.7 million)
• Dividends to shareholders in the amount of
$38.9 million.
• Repayment of revolving credit line borrowings in the
amount of $32.4 million.
• Repayment of mortgage notes payable in the amount
Decrease from fiscal 2008 to fiscal 2009:
of $7.4 million.
a) The Company acquiring $23.9 million (five properties)
in properties in fiscal 2008 when compared with
$600,000 (three retail bank branches) and $2.1 million
(one limited partnership interest in a consolidated joint
venture) in fiscal 2009 and b) the Company incurring
$6.4 million more in improvements and deferred
charges related to its properties in fiscal 2008 when
compared to fiscal 2009.
Fiscal 2009: (Total $82.1 million)
• Dividends to shareholders in the amount of
$37.7 million.
• Repayment of revolving credit line borrowings in the
amount of $19.2 million.
• Repayment of mortgage notes payable in the amount
of $25.2 million.
The Company also invests in its properties and regularly
Fiscal 2008: (Total $92.2 million)
pays for capital expenditures for property improvements,
tenant costs and leasing commissions.
• Dividends to shareholders in the amount of
$36.0 million.
• Repayment of Series B Preferred stock in the amount
Financing Activities
of $15.0 million.
Net cash flows provided by financing activities amounted
to $11.4 million in fiscal 2010 as compared with net cash used
by financing activities in the amount of $30.8 million in fiscal
2009 and $13.9 million in fiscal 2008. The change in net cash
provided (used) by financing activities was primarily
attributable to:
Cash generated:
Fiscal 2010: (Total $90.0 million)
• Proceeds from Class A Common stock offering of
$46.0 million.
• Proceeds from revolving credit line borrowings for
property acquisitions in the amount of $44.0 million.
Fiscal 2009: (Total $50.8 million)
• Mortgage proceeds of $36.7 million from the refinancing
of one property with a larger mortgage and the placing
of a mortgage on another property which was
unencumbered.
• Proceeds from revolving credit line borrowings in the
amount of $14.1 million.
36
• Repayment of revolving credit line borrowings in the
amount of $25.2 million.
• Repayment of mortgage notes payable in the amount
of $7.0 million.
• Repurchase of Class A common stock in the amount
of $9.0 million.
Capital Resources
The Company expects to fund its long-term liquidity
requirements such as property acquisitions, repayment of
indebtedness and capital expenditures through other long-
term indebtedness (including indebtedness assumed in
acquisitions), proceeds from sales of properties and/or the
issuance of equity securities. The Company believes that
these sources of capital will continue to be available to it in
the future to fund its long-term capital needs; however, there
are certain factors that may have a material adverse effect on
its access to capital sources. The Company’s ability to incur
additional debt is dependent upon its existing leverage, the
value of its unencumbered assets and borrowing limitations
imposed by existing lenders. The Company’s ability to raise
funds through sales of equity securities is dependent on,
among other things, general market conditions for REITs,
market perceptions about the Company and its stock price
in the market. The Company’s ability to sell properties in
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 37
e
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the future to raise cash will be dependent upon market
conditions at the time of sale.
Financings and Debt
During fiscal 2010, the Company sold 2,500,000 shares
of Class A Common Stock in an underwritten follow-on
common stock offering and raised net proceeds of $45.1
million. The Company used a portion of the proceeds from
the sale of the Class A Common Stock to repay variable
rate debt it had drawn for property acquisitions in fiscal
2010. The Company currently has approximately $12 million
remaining from the offering to invest in income producing
properties and to use for general corporate purposes.
In fiscal 2010, the Company repaid its mortgage payable
secured by its Somers property in the amount of $5.2 million.
In fiscal 2010, the Company assumed a first mortgage
payable with an estimated fair value of approximately $9.2
million in conjunction with its purchase of the New Milford
Plaza Shopping Center. The mortgage requires payments of
principal and interest at a fixed rate of interest of 3.9% with
a maturity of December 2012.
During fiscal 2010, the Company borrowed $44.0 million
on its unsecured revolving credit facility to fund its equity
in two property acquisitions and two investments in real
estate joint ventures accounted for under the equity
method of accounting. In September 2010, the Company
repaid $32.4 million of those borrowings with proceeds
from its sale of Class A common stock. At October 31, 2010,
the Company had $11.6 million outstanding on its two
revolving lines of credit.
During 2010, the Company entered into to a derivative
financial instrument contract with BNY Mellon as the
counterparty. The terms of that contract allowed the
Company to “swap” a variable interest rate of Libor plus
0.85% per annum for a total fixed rate of interest of 2.07%
per annum on a notional amount of $11.6 million. The
swap expires in January 2013.
During fiscal 2009, the Company, through a wholly owned
subsidiary, completed a new first mortgage financing on one
of its properties in the amount of $18.9 million. The new
mortgage has a fixed rate of interest of 6.55% per annum with
required monthly payments of principal and interest based
on a 25-year amortization schedule. The mortgage has a term
of ten years and is due in May of 2019. Proceeds from the
mortgage financing in the amount of $17.1 million were
used to repay borrowings under the Company’s unsecured
revolving credit facility. Additionally in fiscal 2009, the
Company completed a new first mortgage financing on
another of its properties in the amount of $17.8 million. The
new mortgage has a fixed rate of interest of 6.66% per annum
with required monthly payments of principal and interest
based on a 25-year amortization schedule. The mortgage has
a term of ten years and is due in August of 2019.
During fiscal 2008, the Company sold 2,400,000 shares of
Series E Preferred Stock for net proceeds of $58.0 million.
The Series E Preferred Stock entitles the holders thereof to
URSTADT BIDDLE PROPERTIES INC.
cumulative cash dividends payable quarterly in arrears at
the rate of 8.5% per annum on the $25 per share liquidation
preference. In conjunction with the sale of the Series E
Preferred Stock, the Company redeemed all 150,000 shares
of its Series B Preferred Stock, for the redemption price, as
defined, in the amount of $15.0 million. The Company used
a portion of the proceeds from the sale of the Series E
Preferred Stock to repay variable rate debt and for
property acquisitions.
The Company is exposed to interest rate risk primarily
through its borrowing activities. There is inherent rollover
risk for borrowings as they mature and are renewed at
current market rates. The extent of this risk is not quantifiable
or predictable because of the variability of future interest
rates and the Company’s future financing requirements.
Mortgage notes payable in the amount of $118.2 million
consist of fixed rate mortgage loan indebtedness with a
weighted average interest rate of 5.9% at October 31, 2010.
The mortgage loans are secured by 10 properties with a net
book value of $177 million and have fixed rates of interest
ranging from 3.9% to 7.25%. The Company made principal
payments of $7.4 million (including the repayment of $5.2
million in mortgages that matured) in fiscal 2010 compared
to $25.2 million (including the repayment of $23.4 million in
mortgages that matured) in fiscal 2009 compared to $7.0
million (including the repayment of $5.3 million in mortgages
that matured) in fiscal 2008. The Company may refinance its
mortgage loans, at or prior to scheduled maturity, through
replacement mortgage loans. The ability to do so, however, is
dependent upon various factors, including the income level
of the properties, interest rates and credit conditions within
the commercial real estate market. Accordingly, there can be
no assurance that such re-financings can be achieved.
The Company has a $50 Million Unsecured Revolving
Credit Agreement (the “Unsecured Facility”) with The
Bank of New York Mellon and Wells Fargo Bank N.A. The
agreement gives the Company the option, under certain
conditions, to increase the Facility’s borrowing capacity up
to $100 million. The maturity date of the Unsecured Facility
is February 11, 2011 with two one-year extensions at the
Company’s option. Borrowings under the Unsecured
Facility can be used for, among other things, acquisitions,
working capital, capital expenditures, repayment of other
indebtedness and the issuance of letters of credit (up to $10
million). Borrowings bear interest at the Company’s option
of Eurodollar plus 0.85% to 1.15% or The Bank of New York
Mellon’s prime lending rate plus 0.50%. The Company
pays an annual fee on the unused commitment amount of
up to 0.175% based on outstanding borrowings during the
year. The Unsecured Facility contains certain
representations, financial and other covenants typical for
this type of facility. The Company’s ability to borrow under
the Unsecured Facility is subject to its compliance with the
covenants and other restrictions on an ongoing basis. The
principal financial covenants limit the Company’s level of
secured and unsecured indebtedness and additionally
37
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
require the Company to maintain certain debt coverage
ratios. As of October 31, 2010, the Company was in
compliance with such covenants in the Unsecured Facility
and in the Secured Facility discussed below. In November
of 2010, the Company notified the lender of the Facility that
it was exercising its first one-year extension option. The
new maturity date of the Facility is February 10, 2012. After
the extension, the Company has one remaining one-year
extension option available.
The Company has a secured revolving credit facility with
The Bank of New York Mellon (the “Secured Facility”) which
provides for borrowings of up to $30 million. The Secured
Facility has a maturity date of April 2011. The Secured
Facility is collateralized by first mortgage liens on two of the
Company’s properties. Interest on outstanding borrowings is
at The Bank of New York Mellon’s prime lending rate plus
0.50% or Eurodollar plus 1.75%. The Secured Facility requires
the Company to maintain certain debt service coverage ratios
during its term. We are obligated to comply with financial
and other covenants in our debt that could restrict our
operating activities, and that failure to comply could result
in defaults that accelerate the payment under our debt. The
Company pays an annual fee of 0.25% on the unused portion
of the Secured Facility. The Secured Facility is available
to fund acquisitions, capital expenditures, mortgage
repayments, working capital and other general corporate
purposes. The Company is currently in negotiations to
extend the Secured Facility for another three years.
Contractual Obligations
The Company’s contractual payment obligations as of
October 31, 2010 were as follows (amounts in thousands):
Payments Due by Period
Total
2011
2012
2013
2014
2015
There-
after
$118,202 $ 6,417 $6,210 $13,526 $2,038
$2,164 $87,847
5,286
5,263
—
—
—
—
23
$123,488 $11,680 $6,210 $13,526 $2,038
$2,164 $87,870
Mortgage
notes
payable
Tenant
obligations*
Total
Contractual
Obligations
*Committed tenant-related obligations based on executed leases as of
October 31, 2010.
The Company has various standing or renewable service
contracts with vendors related to its property management.
In addition, the Company also has certain other utility
contracts entered into in the ordinary course of business
which may extend beyond one year, which vary based
on usage. These contracts include terms that provide for
cancellation with insignificant or no cancellation penalties.
Contract terms are generally one year or less.
38
Off-Balance Sheet Arrangements
The Company has three off-balance sheet investments in
real estate property including its recent acquisition of a 66.7%
equity interest in the Putnam Plaza shopping center, its
9.9667% (in November of 2010, the Company purchased
an additional 0.925% interest in the Midway limited
partnership) equity investment in the Midway Shopping
Center L.P. and a 20% economic interest in a partnership
that owns a primarily retail real estate investment. These
unconsolidated joint ventures are accounted for under the
equity method of accounting as we have the ability to
exercise significant influence, but not control the operating
and financial decisions of these investments. Our off-balance
sheet arrangements are more fully discussed in Note 10,
“Investments in and Advances to Unconsolidated Joint
Ventures,” included in the Company’s financial statements
included in this report.
Capital Expenditures
The Company invests in its existing properties and
regularly incurs capital expenditures in the ordinary course
of business to maintain its properties. The Company believes
that such expenditures enhance the competitiveness of its
properties. In fiscal 2010, the Company paid approximately
$4.7 million for property improvements, tenant
improvement and leasing commission costs. The amounts
of these expenditures can vary significantly depending on
tenant negotiations, market conditions and rental rates. The
Company expects to incur approximately $5.3 million for
anticipated capital and tenant improvements and leasing
costs in fiscal 2011. These expenditures are expected to be
funded from operating cash flows or bank borrowings.
Acquisitions and Significant Property Transactions
The Company seeks to acquire properties which are
primarily shopping centers located in the northeastern part
of the United States with a concentration in Fairfield County,
Connecticut, Westchester and Putnam Counties, New York
and Bergen County, New Jersey.
In April 2010, the Company, through a wholly owned
subsidiary, acquired three buildings containing 28,000 square
feet of retail and office space in Katonah, New York for a
cash purchase price of $8.5 million. In conjunction with the
purchase, the Company incurred acquisition costs totaling
$47,000 which have been expensed on the fiscal 2010
consolidated statement of income.
In May 2010, the Company, through a wholly owned
subsidiary, completed the purchase of the New Milford
Plaza Shopping Center for a purchase price of $22.3 million,
subject to an existing first mortgage secured by the property
at its estimated fair value of approximately $9.2 million. The
Company financed its investment in the property with
available cash and a $13.2 million borrowing on its Facility.
In conjunction with the purchase, the Company incurred
acquisition costs totaling $29,000 which have been expensed
on the fiscal 2010 consolidated statement of income.
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 39
In April 2010, the Company, through a wholly owned
subsidiary, acquired a 66.7% undivided equity interest in the
Putnam Plaza Shopping Center for a net investment of $6.5
million including closing costs. The remaining undivided
interest in the property is owned by an unaffiliated investor.
Simultaneously to the acquisition, a $21 million non-recourse
first mortgage payable was placed on the property with the
proceeds distributed to the seller. The new mortgage has an
initial term of five years with a five-year extension right at
the then market interest rate as defined. Payments of interest
only are due for the first thirty months at 6.2%. Beginning in
the thirty-first month, payments of principal and interest, at
the rate of 6.2%, are required based on a twenty-seven and
one-half year amortization schedule.
The minority investor in the venture has provided the first
mortgage lender with a $2 million recourse guarantee, which
guarantees payment and performance. The Company has
entered into an agreement with the minority investor whereby
the Company will participate in the guarantee up to 66.7%.
The Company accounts for its investment in the Putnam
Plaza joint venture under the equity method of accounting
since it exercises significant influence, but does not control
the venture.
In June 2010, the Company, through a wholly owned
subsidiary, purchased a 9.9667% equity interest in
Midway Shopping Center L.P. (“Midway”), which owns
a 247,000 square foot shopping center in Westchester
County, New York for approximately $6.0 million. Also in
June 2010, the Company loaned Midway, in the form of
an unsecured note, approximately $11.6 million, which
Midway used to repay $11.6 million in mortgage and
unsecured loans. The loan to Midway by the Company
will require monthly payments to the Company of
interest only at 5.75% and will mature on January 1, 2013.
The investments were funded with available cash and a
$17.5 million borrowing on the Company’s Facility. The
Company has evaluated its investment in Midway and
has concluded that the venture is not a variable interest
entity and it should not be consolidated into the financial
statements of the Company. Although the Company only
has an approximate 10% equity interest in Midway, it
controls 25% of the voting power of Midway and has
determined that it exercises significant influence over the
financial and operating decisions of Midway and thus
accounts for its investment in Midway under the equity
method of accounting. In November 2010, the Company,
through a wholly owned subsidiary, purchased an
additional 0.925% interest in the Midway.
The Company has allocated the $6.5 million excess of
the carrying amount of its investment in and advance to
Midway over the Company’s share of Midway’s net book
value to real property and will amortize the difference over
the estimated useful life of 39 years.
Midway currently has a non-recourse first mortgage
URSTADT BIDDLE PROPERTIES INC.
2013. Midway’s only other debt outstanding is its unsecured
loan to the Company in the amount of $11.6 million.
On July 24, 2009, the State of Connecticut acquired certain
areas of a property, owned by two of the Company’s wholly
owned subsidiaries, through a combination of condemnation
and easement due to the construction of a bridge that runs
over the property and awarded the Company’s subsidiaries
a total of approximately $2.0 million, which amount is
recorded in other assets on the consolidated balance sheet
at October 31, 2010. Approximately $1.8 million of the total
award represents amounts to be paid to the Company for
easements provided to the State of Connecticut for certain
areas of the property for the next 10 years, loss of rental
income and property restoration costs. The Company is
amortizing the easement and loss of rental income proceeds
as an addition to income on a straight-line basis evenly over
the 10-year life of the easement and lost rent period.
In August 2009, the Company acquired three retail
properties in Westchester County, New York, for a cash
purchase price of approximately $600,000, including
closing costs.
In April 2008, the Company, through a subsidiary, which
is the sole general partner, acquired a 60% interest in UB
Ironbound, LP (“Ironbound”), a newly formed limited
partnership that acquired by contribution a 101,000 square
foot shopping center in Newark, New Jersey (“Ferry Plaza”),
valued at $26.3 million, including transaction costs of
approximately $297,000 and the assumption of an existing
first mortgage loan on the property at its estimated fair value
of $11.9 million at a fixed interest rate of 6.15%. The
Company’s net investment in Ironbound amounted to $8.6
million. In July 2009, the Company borrowed $2.1 million
on its Unsecured Revolving Credit Facility and used the
proceeds to purchase, through a subsidiary, an additional
14.6% equity interest in Ironbound for approximately $2.1
million. A subsidiary of the Company continues to be the
sole general partner of the partnership. As a result of the
purchase, this subsidiary increased its economic ownership
percentage in Ironbound from 60% to approximately 75%.
In December 2007, the Company acquired a 20,000 square
foot retail property located in Waldwick, New Jersey
(Waldwick) for $6.3 million including closing costs. The
property is net-leased to a single tenant under a long-term
lease arrangement.
In February 2008, the Company acquired two retail
properties, containing approximately 5,500 square feet of
GLA in Westchester County, New York for a cash purchase
price of $2.3 million, including closing costs.
In August 2008, the Company acquired a 79,000 square
foot shopping center in Litchfield County, Connecticut
(“Veteran’s Plaza”) for a purchase price of $10.4 million,
including the assumption of a first mortgage loan. The
Company recorded the assumption of the mortgage loan at
its estimated fair value which approximated $3.7 million.
payable in the amount of $14 million. The loan bears interest
only at the rate of 6% per annum, which matures in January
In fiscal 2009, the Company sold a 3,400 square foot vacant
retail property located in Eastchester, New York for a sales
39
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
price of approximately $925,000. This property was acquired
by the Company in fiscal 2008 and there was no significant
gain or loss recorded on the sale.
included in net income that are not indicative of the
Company’s operating performance, such as gains (or losses)
from sales of property and deprecation and amortization.
NON-CORE PROPERTIES
However, FFO:
In a prior year, the Company’s Board of Directors
expanded and refined the strategic objectives of the
Company to refocus its real estate portfolio into one of
self-managed retail properties located in the northeast and
authorized the sale of the Company’s non-core properties
in the normal course of business over a period of several
years. At October 31, 2010, the Company’s non-core
properties consist of two distribution service facilities (both
of which are located outside of the northeast region of the
United States). In December 2009, the Company extended
the leases of both non-core properties seven years through
December 2016. Net rents on the St. Louis property (192,000
sf) were decreased to $3.40 per square foot in years 1-5 and
$3.90 per square foot in years 6-7 versus $3.98 per square
foot in the expiring lease. Net rents on the Dallas property
(255,000 sf) were decreased to $3.71 per square foot in years
1-5 and $4.25 per square foot in years 6-7 versus $4.21 per
square foot in the expiring lease. Neither lease contains an
option for a term extension beyond 2016. The effective date
of both extensions was January 1, 2010. Currently the
properties are used as parts distribution facilities for the
parts and service division of Chrysler Group LLC.
The Company intends to sell these remaining non-core
properties as opportunities become available. The Company’s
ability to generate cash from asset sales is dependent upon
market conditions and will be limited if market conditions
make such sales unattractive. There were no sales of non-
core properties in fiscal 2010, 2009 and 2008. At October 31,
2010, the two remaining non-core properties have a net book
value of approximately $450,000.
FUNDS FROM OPERATIONS
The Company considers Funds from Operations (“FFO”)
to be an additional measure of an equity REIT’s operating
performance. The Company reports FFO in addition to its
net income applicable to common stockholders and net cash
provided by operating activities. Management has adopted
the definition suggested by The National Association of Real
Estate Investment Trusts (“NAREIT”) and defines FFO to
mean net income (computed in accordance with generally
accepted accounting principles (“GAAP”)) excluding gains
or losses from sales of property, plus real estate-related
depreciation and amortization and after adjustments for
unconsolidated joint ventures.
Management considers FFO a meaningful, additional
measure of operating performance because it primarily
excludes the assumption that the value of its real estate
assets diminishes predictably over time and industry
analysts have accepted it as a performance measure. FFO is
presented to assist investors in analyzing the performance
of the Company. It is helpful as it excludes various items
40
• does not represent cash flows from operating activities
in accordance with GAAP (which, unlike FFO, generally
reflects all cash effects of transactions and other events
in the determination of net income); and
• should not be considered an alternative to net income
as an indication of the Company’s performance.
FFO as defined by us may not be comparable to similarly
titled items reported by other real estate investment trusts
due to possible differences in the application of the NAREIT
definition used by such REITs. The table below provides a
reconciliation of net income applicable to Common and
Class A Common Stockholders in accordance with GAAP to
FFO for each of the three years in the period ended October 31,
2010 (amounts in thousands).
Year Ended October 31,
2009
2008
2010
Net Income Applicable to Common and
Class A Common Stockholders
$ 14,448
$ 14,649
$ 16,147
Real property depreciation
Amortization of tenant
improvements and allowances
Amortization of deferred leasing costs
Depreciation and amortization on
unconsolidated joint ventures
Loss on assets held for sale
11,689
11,463
10,966
2,810
523
283
300
3,169
672
—
155
2,822
509
—
—
Funds from Operations Applicable
to Common and Class A
Common Stockholders
Net Cash Provided by (Used in):
Operating Activities
Investing Activities
Financing Activities
$ 30,053
$ 30,108
$ 30,444
$ 45,172
$(51,195)
$ 11,358
$ 44,997
$ 42,611
$ (3,095) $(33,694)
$(30,840) $(13,857)
FFO amounted to $30.05 million in fiscal 2010 compared
to $30.11 million in fiscal 2009 compared to $30.44 million
in fiscal 2008. The net decrease in FFO in fiscal 2010, when
compared with fiscal 2009 is attributable, among other
things, to: a) a decrease from the beginning of fiscal 2009
in the leased and occupancy percentage at some of the
Company’s core properties which resulted in a reduction
in base rent billed, and common area maintenance and real
estate tax reimbursement revenue billed and accrued at
some of our properties owned in both periods; b) a reduction
in investment income and gain on sale of securities in the
combined amount of $600,000 relating to the purchase and
sale of marketable securities in the second quarter of fiscal
2009; c) an increase in interest expense from two mortgages
the Company entered into in fiscal 2009; d) an increase in
general and administrative expenses predominantly related
to an increase in restricted stock amortization expense; and
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URSTADT BIDDLE PROPERTIES INC.
e) $307,000 in property acquisition costs related to the
recently completed acquisitions, that prior to the beginning
of fiscal 2010, were capitalized under generally accepted
accounting principles, offset by lease termination income in
the amount of $586,000 received in the third quarter of fiscal
2010 and the FFO related to $46.2 million in property
investments in the second and third quarters of fiscal 2010
(see more detailed explanations which follow).
The net decrease in FFO in fiscal 2009, when compared
with fiscal 2008, is attributable, among other things, to:
a) a decrease in the occupancy percentage at some of the
Company’s core properties which resulted in a reduction in
base rent billed and tenant reimbursements accrued at some
of our properties owned in both periods; b) an increase in
preferred stock dividends in the first five months of fiscal
2009 as a result of the Company’s $60 million preferred stock
sale in the second quarter of fiscal 2008; c) an increase in
operating expenses from both acquired properties and
properties held in both periods; d) the timing of percentage
rents collected in 2008 when compared with the same period
in 2009; and e) an increase in general and administrative
expenses offset by: a) a gain on the sale of marketable equity
securities of $381,000 during fiscal 2009; b) an increase in
operating results at some of the Company’s properties as
a result of property acquisitions in fiscal 2008; and c) a
decrease in interest expense as a result of paying off a $12.1
million mortgage with proceeds from the Company’s
Facility at a lower rate of interest.
RESULTS OF OPERATIONS
Fiscal 2010 vs. Fiscal 2009
The following information summarizes the Company’s results of operations for the year ended October 31, 2010 and 2009
(amounts in thousands):
Year Ended October 31,
Change Attributable to:
Revenues
Base rents
Recoveries from tenants
Mortgage interest and other
Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
Non-Operating Income/Expense
Interest expense
Interest, dividends, and other
investment income
2010
$63,419
20,074
1,023
13,626
13,682
15,066
6,873
7,585
396
2009
$61,178
20,728
744
13,239
13,089
15,366
6,350
6,695
280
Increase
(Decrease)
%
Change
Property
Acquisitions
Properties Held
In Both Periods
$2,241
(654)
279
387
593
(300)
523
890
116
3.7%
(3.2)%
37.5%
2.9%
4.5%
(2.0)%
8.2%
13.3%
41.4%
$1,367
248
2
361
275
379
n/a
182
n/a
$ 874
(902)
277
26
318
(679)
n/a
708
n/a
Revenues:
Base rents increased by 3.7% to $63.4 million in fiscal 2010
as compared with $61.2 million in the comparable period of
2009. The increase in base rentals and the changes in other
income statement line items were attributable to:
Property Acquisitions:
In fiscal 2010, the Company purchased two properties
totaling approximately 258,000 square feet of GLA. These
properties accounted for all of the revenue and expense
changes attributable to property acquisitions during the
fiscal year ended 2010. The remaining two property
acquisitions made by the Company in fiscal 2010 are
accounted for under the equity method of accounting and
are not included in any of the variance analysis in the
preceding charts on the consolidated financial statements.
Properties Held in Both Periods:
The net increase in base rents for properties held during
fiscal 2010 compared to the same period in fiscal 2009 was
a result of an increase in rental rates for in-place leases for
existing tenants over the periods, additional base rent
revenue for newly leased spaces in fiscal 2010 that were
vacant in parts of fiscal 2009 and 2010; offset by an increase
in vacancies occurring in fiscal 2009 at several of the
Company’s core properties which resulted in a loss in base
rental revenue for fiscal 2010 when compared with the
corresponding period of fiscal 2009. During fiscal 2010, the
Company leased or renewed approximately 834,000 square
feet (or approximately 18% of total consolidated property
leasable area). At October 31, 2010, the Company’s core
properties were approximately 94% leased. Overall core
property occupancy decreased 1% from 91% at October 31,
2009 to October 31, 2010.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Recoveries from tenants for properties owned in both
periods (which represents reimbursements from tenants
for operating expenses and property taxes) decreased by
$654,000 compared to the same period in fiscal 2009. This
decrease was a result of a decrease in the leased percentage
at some of the Company’s properties that reduced the rate
at which the Company could bill and accrue common area
maintenance and real estate tax revenue to its tenants under
its leases.
Expenses:
Operating expenses for properties held in both periods
were relatively unchanged during fiscal 2010 when
compared with the same period of fiscal 2009.
Property taxes for properties held in both periods
increased by $318,000 during fiscal 2010 when compared
to the same period in fiscal 2009 as a result of increased
assessments and municipal tax rates on certain properties.
Interest expense for properties held in both periods
increased by $708,000 as a result of the Company
Fiscal 2009 vs. Fiscal 2008
mortgaging a previously free and clear property in
September 2009 in the amount of $17.8 million and
increasing the size of another one of its mortgages from
approximately $12 million to $18.9 million in May 2009.
This increase was offset by scheduled principal payments
on mortgage notes payable and the repayment of a mortgage
note payable in the amount of $5.2 million in December 2009
(fiscal 2010).
Depreciation and amortization expense from properties
held in both periods decreased by $679,000 in fiscal 2010
compared to the corresponding period of fiscal 2009 as a
result of the acceleration of depreciation and amortization on
tenant improvements and deferred leasing charges related to
two lease terminations in the first quarter of fiscal 2009.
General and administrative expenses increased by $523,000
or 8.2% in fiscal 2010 compared to the corresponding periods
in fiscal 2009, primarily due to an increase in restricted stock
compensation amortization expense.
Revenues
Base rents
Recoveries from tenants
Mortgage interest and other
Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
Non-Operating Income/Expense
Interest expense
Interest, dividends, and other
investment income
Revenues:
Year Ended October 31,
Change Attributable to:
2009
2008
Increase
(Decrease)
%
Change
Property
Acquisitions
Properties Held
In Both Periods
$61,178
20,728
744
13,239
13,089
15,366
6,350
6,695
280
$61,008
18,938
849
12,937
12,059
14,374
5,853
7,012
318
$ 170
1,790
(105)
0.3%
9.5%
(12.4)%
$1,652
1,139
49
$(1,482)
651
(154)
302
1,030
992
497
(317)
(38)
2.3%
8.5%
6.9%
8.5%
(4.5)%
(11.9)%
495
332
469
n/a
513
n/a
(193)
698
523
n/a
(830)
n/a
Base rents increased by 0.3% to $61.2 million in fiscal 2009
as compared with $61.0 million in the comparable period of
2008. The increase in base rentals and the changes in other
income statement line items were attributable to:
Property Acquisitions:
During fiscal 2009 and 2008, the Company purchased or
acquired interests in eight properties totaling 226,000 square
feet of GLA. These properties accounted for all of the
revenue and expense changes attributable to property
acquisitions during the fiscal year ended October 31, 2009.
42
Properties Held in Both Periods:
The decrease in base rents for properties held during fiscal
year ended October 31, 2009 compared to the same period
in fiscal 2008, reflects an increase in vacancies occurring in
fiscal 2009 and 2008 at several of the Company’s core
properties offset by an increase in rental rates for in-place
leases over the period. During the fiscal year ended 2009,
the Company leased or renewed approximately 601,000
square feet (or approximately 15.4% of total property
leasable area). At October 31, 2009, the Company’s core
properties were approximately 92% leased. Overall core
property occupancy decreased to 91% at October 31, 2009
from 93% at October 31, 2008.
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UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 43
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Recoveries from tenants for properties owned in both
periods (which represents reimbursements from tenants
for operating expenses and property taxes) increased by
$651,000 when compared to the same period in fiscal 2008.
This increase was a result of an increase in property tax
expense for properties held in both periods caused by
increased assessments and municipal tax rate increases
on certain properties.
Expenses:
Operating expenses for properties held in both periods
were relatively unchanged during fiscal 2009 when
compared with the same period of fiscal 2008.
Property taxes for properties held in both periods increased
by $698,000 or 5.8% during fiscal 2009 when compared to the
same period of fiscal 2008 as a result of increased assessments
and municipal tax rates on certain properties.
Depreciation and amortization expense from properties
held in both periods increased $523,000 during fiscal 2009
when compared to the same period of fiscal 2008 as a result
of depreciation on $24 million in acquisitions in fiscal 2008
and the acceleration of depreciation and amortization on
tenant improvements and deferred leasing charges related
to two tenants who went bankrupt and vacated their spaces
in fiscal 2009.
General and administrative expenses increased by
$497,000 in fiscal 2009 when compared to the same periods
in fiscal 2008, primarily due to an increase in legal and
professional, consulting and restricted stock compensation
amortization expense.
Interest expense for properties held in both periods
decreased by $830,000 during fiscal 2009 when compared
to the same period of fiscal 2008 as a result of scheduled
principal payments on mortgage notes payable and the
repayment of $23.4 million in mortgage notes payable in
2009; offset by two new mortgages entered into by the
Company in the amount of $36.7 million in May and July
of fiscal 2009.
Assets Held for Sale and Discontinued Operations:
In fiscal 2009, the Company completed the negotiations
on a contract to sell two properties for a sales price,
including closing costs, of $8.1 million. In accordance with
Generally Accepted Accounting Principles (“GAAP”), the
Company adjusted the carrying value of the property to
$8.1 million and realized a loss on asset held for sale of
approximately $155,000. Subsequent to fiscal 2009, the
aforementioned contract was terminated and the Company
completed negotiations on a new contract with a different
buyer to sell the two properties for a sales price, including
closing costs, of $7.8 million. In accordance with GAAP,
the Company further adjusted the carrying value of the
URSTADT BIDDLE PROPERTIES INC.
property to $7.8 million and realized a loss on asset held for
sale of approximately $300,000. The $300,000 in fiscal 2010
and the $155,000 in fiscal 2009 are included in other
expense on the accompanying consolidated statement of
income for those periods, respectively, as the Company
determined that the amount of loss, operations and
revenue of the property were insignificant to disclose
separately as discontinued operations.
In fiscal 2009, the Company sold a 3,400 square foot vacant
retail property located in Eastchester, New York for a sales
price of approximately $925,000. This property was acquired
by the Company in fiscal 2008 and there was no significant
gain or loss recorded on the sale. The property had no
operating activity and accordingly the Company will
not report any discontinued operations.
INFLATION
The Company’s long-term leases contain provisions to
mitigate the adverse impact of inflation on its operating
results. Such provisions include clauses entitling the
Company to receive (a) scheduled base rent increases and
(b) percentage rents based upon tenants’ gross sales, which
generally increase as prices rise. In addition, many of the
Company’s non-anchor leases are for terms of less than ten
years, which permits the Company to seek increases in rents
upon renewal at then current market rates if rents provided
in the expiring leases are below then existing market rates.
Most of the Company’s leases require tenants to pay a share
of operating expenses, including common area maintenance,
real estate taxes, insurance and utilities, thereby reducing the
Company’s exposure to increases in costs and operating
expenses resulting from inflation.
ENVIRONMENTAL MATTERS
Based upon management’s ongoing review of its
properties, management is not aware of any environmental
condition with respect to any of the Company’s properties
that would be reasonably likely to have a material adverse
effect on the Company. There can be no assurance, however,
that (a) the discovery of environmental conditions, which
were previously unknown, (b) changes in law, (c) the
conduct of tenants or (d) activities relating to properties in
the vicinity of the Company’s properties, will not expose the
Company to material liability in the future. Changes in laws
increasing the potential liability for environmental
conditions existing on properties or increasing the
restrictions on discharges or other conditions may result in
significant unanticipated expenditures or may otherwise
adversely affect the operations of the Company’s tenants,
which could adversely affect the Company’s financial
condition and results of operations.
43
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 44
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s
internal control over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive
Officer and Chief Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in
accordance with generally accepted accounting principles.
The Company’s internal control over financial reporting includes policies and procedures that: relate to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company;
provide reasonable assurance of the recording of all transactions necessary to permit the preparation of the Company’s
consolidated financial statements in accordance with generally accepted accounting principles and the proper authorization
of receipts and expenditures in accordance with authorization of the Company’s management and directors; and provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the Company’s consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of October 31, 2010.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in Internal Control—Integrated Framework. Based on its assessment, management
determined that the Company’s internal control over financial reporting was effective as of October 31, 2010. The Company’s
independent registered public accounting firm, PKF LLP, has audited the effectiveness of the Company’s internal control over
financial reporting, as indicated in their attestation report which is included on the following page.
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44
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 45
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of Urstadt Biddle Properties Inc.
We have audited Urstadt Biddle Properties Inc.’s internal control over financial reporting as of October 31, 2010, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the “COSO criteria”). Urstadt Biddle Properties Inc.’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Urstadt Biddle Properties Inc. maintained, in all material respects, effective internal control over financial
reporting as of October 31, 2010 based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Urstadt Biddle Properties Inc. as of October 31, 2010 and 2009, and the related consolidated
statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended October 31, 2010 and
our report dated January 13, 2011 expressed an unqualified opinion thereon.
New York, New York
January 13, 2011
/s/PKF LLP
r
45
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 46
TAX STATUS
M
The following tables set forth the dividends declared per Common share and Class A Common share and tax status
for Federal income tax purposes of the dividends paid during the fiscal years ended October 31, 2010 and 2009:
Dividend
Payment Date
January 22, 2010
April 16, 2010
July 16, 2010
October 15, 2010
Dividend
Payment Date
January 16, 2009
April 17, 2009
July 17, 2009
October 16, 2009
Common Shares
Gross
Dividend
Paid Ordinary
Income
$.161
$.161
$.161
$.161
$.644
Per Share
$.220
$.220
$.220
$.220
$.88
Non-
Taxable
Portion
$.059
$.059
$.059
$.059
$.236
Class A Common Shares
Gross
Dividend
Paid Ordinary
Income
$.1771
$.1771
$.1771
$.1771
$.7084
Per Share
$.2425
$.2425
$.2425
$.2425
$.97
Non-
Taxable
Portion
$.0654
$.0654
$.0654
$.0654
$.2616
Common Shares
Class A Common Shares
Gross
Dividend
Paid Ordinary
Income
$.1385
$.1385
$.1385
$.1385
$.554
Per Share
$.2175
$.2175
$.2175
$.2175
$.87
Non-
Taxable
Portion
$.075
$.075
$.075
$.075
$.300
Capital
Gain
$.004
$.004
$.004
$.004
$.016
Gross
Dividend
Paid Ordinary
Income
$.154
$.154
$.154
$.154
$.616
Per Share
$.240
$.240
$.240
$.240
$.96
Non-
Taxable Capital
Gain
Portion
$.004
$.082
$.004
$.082
$.004
$.082
$.004
$.082
$.016
$.328
The Company has paid quarterly dividends since it commenced operations as a real estate investment trust in 1969.
During the fiscal year ended October 31, 2010, the Company made distributions to stockholders aggregating $0.88 per
Common share and $0.97 per Class A Common share. On December 15, 2010, the Company’s Board of Directors
approved the payment of a quarterly dividend payable January 21, 2011 to stockholders of record on January 7, 2011.
The quarterly dividend rates were declared in the amounts of $0.2225 per Common share and $0.2450 per Class A
Common share.
46
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 47
MARKET PRICE RANGES
Shares of Common Stock and Class A Common Stock of the Company are traded on the New York Stock Exchange
under the symbols "UBP" and “UBA,” respectively. The following table sets forth the high and low closing sales prices
for the Company's Common Stock and Class A Common Stock during the fiscal years ended October 31, 2010 and 2009
as reported on the New York Stock Exchange:
Common shares:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Class A Common shares:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal Year Ended
October 31, 2010
High
Low
Fiscal Year Ended
October 31, 2009
High
Low
$13.07
$13.45
$13.68
$14.73
$13.72
$14.49
$15.72
$16.96
$15.65
$15.50
$15.58
$16.75
$15.61
$17.38
$17.85
$19.55
$11.65
$ 9.59
$11.54
$12.70
$12.82
$10.08
$12.46
$14.24
$16.60
$14.70
$14.50
$15.11
$17.39
$16.05
$16.19
$16.21
47
UBP_2010AR_FN_V15 2/1/11 2:32 PM Page 48
PERFORMANCE GRAPH
The following graph compares, for the five-year period beginning October 31, 2005 and ended October 31, 2010,
the Company’s cumulative total return to holders of the Company’s Class A Common Shares and Common Shares
with the returns for the NAREIT All—REIT Total Return Index (a peer group index) published by the National
Association of Real Estate Investment Trusts (NAREIT) and for the S&P 500 Index for the same period.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Urstadt Biddle Properties Inc., the S&P 500 Index
and the FTSE NAREIT All REITs Index
$180
$160
$140
$120
$100
$80
$60
$40
$20
$0
10/05
10/06
10/07
10/08
10/09
10/10
Urstadt Biddle Properties Inc.
Urstadt Biddle Properties Inc.—Class A
S&P 500
FTSE NAREIT All REITs
*$100 invested on 10/31/05 in stock or index, including reinvestment of dividends. Fiscal year ending October 31.
Copyright© 2010 Standard & Poor’s, a division of The McGraw-Hill Companies Inc. All rights reserved. (www.researchdatagroup.com/s&p.htm)
Urstadt Biddle Properties Inc.
Urstadt Biddle Properties Inc.—Class A
S&P 500
FTSE NAREIT All REITs
10/05
100.00
100.00
100.00
100.00
10/06
109.70
121.57
116.34
135.56
10/07
109.35
111.27
133.28
131.60
10/08
108.87
116.16
85.17
79.19
10/09
98.17
111.90
93.52
80.72
10/10
123.84
154.39
108.97
113.72
The stock price performance shown on the graph is not necessarily indicative of future price performance.
48
Townline Square
Meriden, Connecticut
Danbury Square
Danbury, Connecticut
Goodwives Shopping Center
Darien, Connecticut
Ridgeway Shopping Center
Stamford, Connecticut
We have always believed—
We are the RIGHT Company.
In the RIGHT Business.
In the RIGHT Place.
At the RIGHT Time.
321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830