2013 annual report
Stock prices are only opinions.
But dividends are facts.
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
(In Millions)
’04
’05
’06
’07
’08
’09
’10
’11
’12
’13
Revenues Funds From Operations Common &
Class A Dividends Paid
(In Millions)
44 Consecutive Years
of Uninterrupted
Dividends.
’04
’05
’06
’07
’08
’09
’10
’11
’12
’13
Revenues Funds From Operations Common & Class A Dividends Paid
20 Consecutive Years of
Increased Dividends.
CONTENTS
Selected Financial Data
Letter to Our Stockholders
Map of Core Properties
Investment Portfolio
Financials
Management’s Discussion and
Analysis of Financial Condition
and Results of Operations
1
2
6
8
9
35
Directors and Officers Inside Back Cover
Urstadt Biddle Properties Inc. is a self-
administered publicly held real estate
investment trust providing investors with
a 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.
Class A Common Shares, Common Shares,
Series D Preferred Shares and Series F Preferred
Shares of the company trade on the New York
Stock Exchange under the symbols “UBA,”
“UBP,” “UBPPRD” and “UBPPRF.”
SELECTED FINANCIAL DATA
Year Ended October 31,
2013
2012
2011
2010
2009
Balance Sheet Data:
Total Assets
Revolving Credit Lines
Mortgage Notes Payable and Other Loans
Redeemable Preferred Stock
Total Preferred Stock
Operating Data:
Total Revenues
Total Expenses and Payments to
Noncontrolling Interests
Income from Continuing Operations before
$650,026
$ 9,250
$166,246
$ —
$190,625
$724,243
$ 11,600
$143,236
$ 21,510
$212,135
$576,264
$ 41,850
$118,135
$ 96,203
$157,453
$557,053
$ 11,600
$118,202
$ 96,203
$157,453
$504,539
$ —
$116,417
$ 96,203
$ 157,453
$ 94,245
$ 89,730
$ 89,459
$ 83,596
$ 80,940
$ 69,881
$ 63,702
$ 60,526
$ 57,970
$ 55,327
Discontinued Operations
$ 29,105
$ 27,282
$ 30,483
$ 26,022
$ 26,109
Per Share Data:
Net Income from Continuing Operations –
Basic:
Class A Common Stock
Common Stock
Net Income from Continuing Operations –
Diluted:
Class A Common Stock
Common Stock
Cash Dividends Paid on:
Class A Common Stock
Common Stock
Other Data:
Net Cash Flow Provided by (Used in):
Operating Activities
Investing Activities
Financing Activities
$ .31
$ .28
$ .30
$ .27
$1.00
$ .90
$.42
$.38
$.41
$.36
$.99
$.90
$.63
$.57
$.61
$.55
$.98
$.89
$.52
$.47
$.51
$.46
$.97
$.88
$.54
$.49
$.53
$.48
$.96
$.87
Funds from Operations (Note)
$ 29,506
$ 30,627
$ 50,952
$ (49,631)
$ (76,468)
$ 52,504
$ (10,778)
$ 31,837
$ 46,548
$ (42,351)
$ (15,343)
*
$ 34,453
$ 45,156
$ (51,179)
$ 11,358
$ 42,611
$ (3,095)
$(30,840)
$ 30,053
$ 30,108
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 Condition and Results of Operations on page 35.
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 Condition and Results of Operations on page 35.
Total Revenues
(In thousands)
*
9
5
4
9
8
$
,
,
5
4
2
4
9
$
0
3
7
9
8
$
,
0
4
9
0
8
$
,
6
9
5
3
8
$
,
Funds From Operations
(In thousands)
*
3
5
4
4
3
$
,
,
7
2
6
0
3
$
6
0
5
9
2
$
,
,
8
0
1
0
3
$
3
5
0
0
3
$
,
Combined Dividends
Paid on Common and
Class A Common Shares
(Per share)
.
3
8
1
$
.
5
8
1
$
.
7
8
1
$
.
9
8
1
$
.
0
9
1
$
’09
’10
’11
’12
’13
’09
’10
’11
’12
’13
’09
’10
’11
’12
’13
* Includes $3 million one-time settlement of lease obligation.
1
LETTER TO OUR STOCKHOLDERS
We are pleased to report that we saw continued
improvement in the real estate markets in our
area in 2014 and made good progress in our primary
focus areas of leasing and acquisitions.
Improving our occupancy levels to
our historical norm of 95% continues
to be our most important priority. We
improved our overall core property
portfolio occupancy from 89.89% to
90.80% during 2013. We currently
own 66 properties and the average
occupancy rate at all but two of them
is 94%. A disproportionate share of
our vacancies exists in the remaining
two properties. Following is an update
on the progress we are making in
improving these two properties:
Staples Plaza, Yorktown
Heights, NY: We were successful in
a zone change application to permit
self storage at the lower level of this
property. We are currently building
the first phase of a 90,000 square foot
self storage facility to be managed
by Excess Space Storage, the second
largest self storage REIT. We expect
to open for business in the spring
and achieve significantly higher
income operating a self storage facility
than the $3.92 per square foot bulk
warehouse rent we previously received
on this space. Phase I is 60,000 square
feet and upon stabilization we plan
to complete phase II covering the
remaining 30,000 square feet. Excess
Space Storage is confident there
is sufficient demand in the area to
support a quality low-cost facility.
In addition to the storage space, we
have 38,000 square feet of retail space
vacant at this property and are in
discussions with retailers for almost
all of it. We expect our patience to
pay off and 2014 to be a big year for
Staples Plaza.
2
Village Shopping Center, New
Providence, New Jersey
Pavilion Shopping Center,
White Plains, NY: We are
continuing to pursue an application
for a zone change at this property. To
date, the reception from the city has
been very positive since the benefits
to the city of having this 191,000
square foot mostly vacant property
transformed into a dynamic mixed
use development are significant. If
approved, a mixed use project of up
to 860,000 square feet consisting of
apartments, retail, hotel and office
uses could be constructed at the site.
On the facing page is an architect’s
rendering of one design that is being
considered. Our goal is to obtain
the needed zoning approvals by this
summer and we are seeking a well-
capitalized, experienced developer to
partner with us in a manner that will
help us realize the value of this prime
property in the heart of Westchester.
In last year’s letter to stockholders, we
discussed two additional properties
that were a cause of our increased
vacancy rate. We are proud to report
that we have been successful in our
plan to re-develop and lease those two
shopping centers, as described below.
JOHN CANNON
Senior Vice President,
Management & Construction
Townline Square, Meriden, CT:
At the time of last year’s annual
report, Townline Square was only 79%
leased. Our successful re-leasing of the
vacant supermarket at this property
in 2012 was a springboard to signing
leases in 2013 with Petsmart, Fitness
Edge (a health club), Five Below,
Westchester Pavillion: Existing condition
Westchester Pavillion: Proposed redevelopment
and a number of smaller retailers.
The property currently is the site of
a great deal of construction activity
as all of these tenants prepare to
open for business in 2014. By year
end, occupancy will rise to 94%.
In addition, we are in discussions
with retailers for almost all of the
remaining vacancies which, we hope
will lead to a fully occupied property
in 2014.
Chilmark Shopping Center,
Briarcliff Manor, NY: This year
we were successful in obtaining the
needed approvals to permit us to
commence construction of a new
14,000 square foot CVS as part of
the re-development of this property.
We expect CVS to open in the fall of
2014 and any remaining vacancies to
fill due to the desirable location and
co-tenancy with a CVS and a Food
Emporium Supermarket.
Linda Lacey
Senior Vice President,
Leasing
Leasing
Our leasing indicators continued to
improve this year. In our core portfolio
(excluding the Chrysler warehouse
properties sold in December), we
renewed 555,000 square feet of tenant
leases at an average rent increase of
2.7% and signed 213,000 square feet of
new leases at average rents that were
1.0% higher than the prior leases for
these spaces. Our leasing team has a
solid pipeline of leases in negotiation
on vacant space and we are clearly
seeing an improvement in the leasing
market. Contrary to what you may
read about the Internet threatening
retail, there continues to be demand
for space. Our centers are primarily
grocery and drug store-anchored
properties with a high percentage of
the small stores leased to convenience
and service retailers. Please visit our
improved website to learn a little
more about your company and the
properties that it owns!
Capital Market Events:
At the end of 2012, it was uncertain
if interest rates would rise in 2013
when our 8.5% Series C and E
Preferred stocks became redeemable.
We elected to sell $129 million of
7.125% Series F Preferred stock in
October 2012 so we would have the
money on hand to redeem our
John T. Hayes
Senior Vice President,
Chief Financial Officer
and Treasurer
Diane Midollo
Vice President and
Controller
Series C and E Preferred stocks and
enable the company to reduce its
long term fixed cost of preferred stock
dividends. As a result of this pro-
active decision, the company had to
pay extra preferred stock dividends
for a portion of 2013, but the resulting
benefit of the lower cost 7.125%
Series F Preferred stock will benefit
the company for years to come. In
addition, we sold 2.5 million shares
of Class A Common stock at close to
that stock’s all time high price, which
raised an additional $45 million
for our acquisition program. Our
mortgage indebtedness grew slightly
by $23 million during the year as we
assumed two mortgages in connection
with acquisitions and paid off one
small mortgage during the year. We
remain one of the lowest leveraged
REITs with mortgages accounting for
only 22% of total book capitalization
at year end. We have no mortgages
maturing in 2014 and only $4.7
million in mortgages coming due in
2015. Our $80 million credit line
remains 71% undrawn and available to
help support our acquisition program.
Acquisitions and Sales:
We made some excellent acquisitions
in 2013 and took advantage of
strong property markets to sell two
remaining legacy assets and two
properties we had bought as part of a
package that did not meet our long-
term investment parameters. In the
3
James M. Aries
Senior Vice President
and Director
of Acquisitions
Stephan Rapaglia
Senior Vice President,
Chief Operating Officer,
Real Estate Counsel
and Assistant Secretary
Clockwise from right:
Friendly’s Restaurant
Greenwich Cos Cob Plaza
Boonton A&P Shopping Center
last 12 months, we purchased the
following properties:
1. Village Shopping Center
New Providence, NJ
DESCRIPTIOn: Shopping Center
consisting of 109,000 square feet
of GLA on 7.8 acres of land
AnChOR TEnAnT: A&P
Supermarket
PRICE: $34,900,000 subject to an
existing mortgage of $21.3 million
LOCATIOn: Intersection of
Springfield Avenue (Route 512)
and South Street (Route 647) in
the center of new Providence, nJ
CLOSInG DATE: May 2013
2. Friendly’s six restaurant
net lease portfolio
DESCRIPTIOn: six free-standing
restaurant properties on ½ to
1 acre parcels net leased to
either Friendly’s Restaurants or
franchisees of Friendly’s
PRICE: $7.8 million, all cash
LOCATIOn: Carmel and Kingston,
nY; Unionville & Waterbury, CT;
hillsdale and Bloomfield, nJ
CLOSInG DATES: January and
March 2013
3. Greenwich Retail
shopping center portfolio
Greenwich, CT
DESCRIPTIOn: Two retail strip
centers totaling 25,000 square
feet of GLA with parking in
Greenwich, CT
4
PRICE: $18.0 million subject to an
existing mortgage of $8.3 million
LOCATIOn: Putnam Avenue,
(Route 1), Greenwich, CT
CLOSInG DATE: May 2013
4. Boonton A&P Shopping Center
Boonton, NJ
DESCRIPTIOn: Shopping Center
consisting of 63,000 square feet of
GLA on 5.4 acres of land
AnChOR TEnAnT: A&P
Supermarket
PRICE: $18.3 million subject to an
existing mortgage of $7.8 million
LOCATIOn: On Myrtle Avenue,
just off of Interstate 287, in
Boonton, nJ (Morris County)
CLOSInG DATE: December 2013
5. Bloomfield A&P
Shopping Center
Bloomfield, NJ
DESCRIPTIOn: Shopping Center
consisting of 56,000 square feet
of GLA on 5 acres of land
AnChOR TEnAnTS: A&P
Supermarket and Walgreens
PRICE: $11.0 million subject to an
existing mortgage of $7.7 million
LOCATIOn: On Belleville Avenue
(Route 506) in Bloomfield, nJ
(Essex County), about ½ mile east
of the Garden State Parkway
CLOSInG DATE: December 2013
6. Bethel Hub Shopping Center
Bethel, CT (Fairfield County)
DESCRIPTIOn: Shopping Center
consisting of 31,000 square feet of
GLA on 4 acres of land
AnChOR TEnAnTS: Rite Aid and
nutmeg Liquors
PRICE: $9 million, all cash
LOCATIOn: At the intersection of
Greenwood Avenue (Route 302)
and Grassy Plain Street, Bethel, CT
(Fairfield County)
CLOSInG DATE: January 2014
In total, UBP invested $71.9 million in
equity in these new acquisitions with
proceeds generated primarily from the
sale of properties and proceeds from
the October 2012 preferred stock sale.
We are excited about the quality of
these acquisitions and believe they will
be accretive to 2014 earnings and solid
long-term investments for us.
Results of Operations
In 2013, revenues rose 8.6% to a
record $98.3 million. Excluding gains
on marketable securities, property
acquisition costs and other one-time
charges, including stock redemption
charges and excess preferred stock
dividends, our recurring funds from
operations rose 3.4% to $34.2 million
when compared to the prior year’s
funds from operations with the
same exclusions. Property expenses
rose 7% in 2013 due in large part to
increased paving costs as we made
improvements to certain properties.
General and administrative expense
increased by $666,000, mainly the
result of professional fees in relation
to the redemption of the Series C and
E Preferred Stock and an increase in
compensation as a result of adding
new employees as our company
continues to grow. General and
administrative expenses currently
are 1.1% of total assets.
Internet
The effect of the Internet on retailers’
sales and profit margins continues to
be of concern to us and something
we study closely. Many retailers have
proactively adapted a “clicks and
bricks” strategy and learned how to
adapt. Some traditionally mall-based
tenants are looking to move to strip
centers where they can act as both
shipping and pick-up centers while
still serving their brick and mortar
customers. We continue to feel that
well located grocery-anchored shopping
centers will continue to be solid long-
term investments because it is very
expensive for Internet retailers to
provide the same level of service at
competitive prices that a grocery store
can and grocery stores are adapting
their own strategy involving at-store
pick up and home delivery services.
A grocery store is in effect a warehouse
and a grocer does not need to build a
distribution warehouse like Internet
retailers have to. Our other tenants
tend to have a high service component
to them, which makes them more
Internet resistant.
UBP Solar
This year we completed the installation
of five roof-top solar arrays on our
new York properties as we continue
to take advantage of government
subsidy programs that enable us to
simultaneously generate an attractive
yield on our investment, lower the
cost of electricity to our properties and
provide an environmental benefit.
Thomas D. Myers
Executive Vice President,
Chief Legal Officer and Secretary
Outlook
Well located shopping centers are
highly sought after in our market and
we are seeing an increasing number
of investors seeking to acquire them.
While this makes continuing to grow
our portfolio more challenging, it
makes our existing portfolio more
valuable. While the retail business
is challenging, our area has higher
income levels and lower unemployment
than the rest of the country and
continues to be a highly sought after
market for most retailers. As new
development becomes increasingly
more difficult, the price of properties
continues to rise and vacancy rates
continue to fall, we expect a positive
effect on the rents that we can charge
and retailers can afford to pay.
In December 2013, your Board of
Directors increased the annualized
dividend rate on the company’s
Class A Common stock by one cent
a share. The increase in the dividend
rate represents the 21st consecutive
year that your Board of Directors has
approved an increase in the dividend
level and reflects the Board’s continued
confidence in the company. The Board
elected not to increase the dividend
rate on the company’s Common stock
in order to both maintain the 10%
dividend premium that the Class A
Common stock has to maintain in
relation to the Common stock as
set forth in the company’s charter
and due to caution about possible
future cash flow reduction from the
company’s Pavilion shopping center
redevelopment in White Plains, nY.
We greatly appreciate the hard
work of our dedicated staff and
directors and the continued
support of our shareholders,
tenants and their customers.
Willing L. Biddle
President and Chief Executive Officer
January 13, 2014
Charles J. Urstadt
Chairman
5
4
selected core properties
M A S S A C H U S E T T S
31
C O N N E C T I C U T
N E W Y O R K
14
15
16
2
1
23
17
18
19
21
22
24
25
20
26
27
N E W
J E R S E Y
28
29
30
9
8
7
6
5
4
3
13
10
12
11
L O N G
I S L A N D
1
Corporate Headquarters
Greenwich, Connecticut
2
Greenwich Commons
Greenwich, Connecticut
2
Cos Cob Plaza
Cos Cob, Connecticut
2
25 Valley Drive
Greenwich, Connecticut
Ridgeway Shopping Center
Stamford, Connecticut
4
Goodwives
Darien, Connecticut
5
Greens Farms Plaza
Westport, Connecticut
6
Fairfield Centre
Fairfield, Connecticut
3
6
M A S S A C H U S E T T S
31
7
Ridgefield Center
Ridgefield, Connecticut
8
Airport Plaza
Danbury, Connecticut
8
Danbury Square
Danbury, Connecticut
9
Veteran’s Plaza
New Milford, Connecticut
C O N N E C T I C U T
9
New Milford Plaza
New Milford, Connecticut
9
Fairfield Plaza
New Milford, Connecticut
10
Starbucks Center
Monroe, Connecticut
11
The Dock
Stratford, Connecticut
12
Orange Meadows Shopping
Center, Orange, Connecticut
13
Townline Square
Meriden, Connecticut
14
Carmel ShopRite Center
Carmel, New York
14
Putnam Plaza
Carmel, New York
15
Towne Centre Shopping Center
Somers, New York
15
Somers Commons
Somers, New York
15
Heritage 202 Center
Somers, New York
16
Village Commons
Katonah, New York
L O N G
I S L A N D
17
Staples Plaza
Yorktown Heights, New York
18
Arcadian Shopping Center
Ossining, New York
19
Chilmark Shopping Center
Briarcliff Manor, New York
20
Orangetown Shopping Center
Orangeburg, New York
9
8
7
6
5
4
3
N E W Y O R K
14
15
16
2
1
23
17
18
19
21
24
22
25
20
26
27
13
10
12
11
N E W
J E R S E Y
28
29
30
21
Westchester Pavilion
White Plains, New York
22
Midway Shopping Center
Scarsdale, New York
23
4 “Street Retail” Properties
Rye, New York
24
Shoppes at Eastchester
Eastchester, New York
24
Eastchester Plaza
Eastchester, New York
25
Gristede’s Center
Pelham Manor, New York
26
Chestnut Ridge Shopping Center
Montvale, New Jersey
27
Emerson Shopping Plaza
Emerson, New Jersey
6
7
28
Valley Ridge Shopping Center
Wayne, New Jersey
29 Ferry Plaza
Newark, New Jersey
30
Village Shopping Center
New Providence, New Jersey
31
Five Town Plaza
Springfield, Massachusetts
INVESTMENT PORTFOLIO (as of January 14, 2014)
Urstadt Biddle ProPerties iNC.
Core Properties
UBP owns or has equity interests in 66 properties including nine office buildings which total 4,804,000 square feet.
Location
Stamford, Connecticut
Springfield, Massachusetts
Meriden, Connecticut
Stratford, Connecticut
Scarsdale, new York
new Milford, Connecticut
Yorktown, new York
Danbury, Connecticut
White Plains, new York
Carmel, new York
Ossining, new York
Somers, new York
Carmel, new York
new Providence, new Jersey
newark, new Jersey
Wayne, new Jersey
newington, new hampshire
Darien, Connecticut
Emerson, new Jersey
new Milford, Connecticut
Somers, new York
Orange, Connecticut
Montvale, new Jersey
Orangeburg, new York
new Milford, Connecticut
Eastchester, new York
Boonton, new Jersey
Fairfield, Connecticut
Greenwich, Connecticut
Bloomfield, new Jersey
Ridgefield, Connecticut
Westport, Connecticut
Rye, new York
Briarcliff Manor, new York
Danbury, Connecticut
Bethel, Connecticut
Ossining, new York
Katonah, new York
Pelham, new York
Spring Valley, new York
Eastchester, new York
Bronxville and Yonkers, new York
Friendly’s net leases
Waldwick, new Jersey
Somers, new York
Cos Cob, Connecticut
Bernardsville, new Jersey
Monroe, Connecticut
Greenwich, Connecticut
Chester, new Jersey
8
Square Feet
350,000
328,000
316,000
276,000
247,000
233,000
200,000
194,000
191,000
189,000
137,000
135,000
129,000
109,000
108,000
102,000
102,000
96,000
93,000
81,000
80,000
77,000
76,000
74,000
72,000
70,000
63,000
63,000
58,000
56,000
52,000
40,000
39,000
38,000
33,000
31,000
29,000
28,000
25,000
24,000
23,000
20,000
20,000
20,000
19,000
15,000
14,000
10,000
10,000
9,000
Principal Tenant
Stop & Shop Supermarket
Big Y Supermarket
Big Y Supermarket
Stop & Shop Supermarket
ShopRite Supermarket
Stop & Shop Supermarket
Staples
Christmas Tree Shops
Development Site
hannaford Brothers
Stop & Shop Supermarket
home Goods
ShopRite Supermarket
A&P Supermarket
Pathmark Supermarket
A&P Supermarket
Jo-Ann Fabric
Stop & Shop Supermarket
ShopRite Supermarket
Big Y Supermarket
CVS
Trader Joe’s Supermarket
The Fresh Market Supermarket
CVS
T.J. Maxx
A&P Fresh
A&P Supermarket
Marshalls
Urstadt Biddle Properties
A&P Supermarket
Keller Williams
Pier One Imports
Cosi
CVS
Buffalo Wild Wings
Rite Aid
Westchester Community College
Squires
Gristede’s Supermarket
Spring Valley Foods, Inc.
CVS
People’s United Bank
Friendly’s (6 properties)
Rite Aid
Putnam County Savings Bank
Jos A. Bank
Bernards Sports Chiropractic
Starbucks
Cosi
Clockwork Childcare Center
Property Type
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
5 Office Buildings
Shopping Center
Street retail
Shopping center
Street retail (4 buildings)
Shopping center
Shopping center
Shopping center
Shopping center
Retail/Office
Shopping center
Shopping center
Shopping center
Retail (4 buildings)
net leased properties
Retail—Single tenant
Shopping center
Retail/Office
Office building
Shopping center
Retail
Office building
financials
contents
Consolidated Balance Sheets at October 31, 2013 and 2012 . . . . . . . . . 10
Consolidated Statements of Income for each of the
three years in the period ended October 31, 2013 . . . . . . . . . . . . . . 11
Consolidated Statements of Comprehensive Income for each
of the three years in the period ended October 31, 2013 . . . . . . . . . 12
Consolidated Statements of Cash Flows for each of the
three years in the period ended October 31, 2013 . . . . . . . . . . . . . . 13
Consolidated Statements of Stockholders’ Equity
for each of the three years in the period
ended October 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . 16
Report of Independent Registered Public Accounting Firm . . . . . . . . 34
Management’s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 35
Management’s Report on Internal Control
over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Report of Independent Registered Public Accounting Firm
on Internal Control over Financial Reporting . . . . . . . . . . . . . . . . . . 49
Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Market Price Ranges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Quantitative and Qualitative Disclosures about Market Risk . . . . . . . 51
Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
9
Urstadt Biddle ProPerties inc.
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:
Revolving credit lines
Mortgage notes payable and other loans
Preferred stock called for redemption
Accounts payable and accrued expenses
Deferred compensation—officers
Other liabilities
Total Liabilities
Redeemable Noncontrolling Interests
2013
2012
$ 731,564
595
732,159
(155,272)
576,887
31,432
—
608,319
2,945
1,397
96
21,077
10,802
5,390
$ 650,026
$ 659,780
595
660,375
(140,511)
519,864
26,708
898
547,470
78,092
63,979
994
21,549
6,958
5,201
$ 724,243
$ 9,250
166,246
—
1,450
176
15,147
192,269
$ 11,600
143,236
58,508
1,632
194
13,134
228,304
11,843
11,421
8 .50% Series C Senior Cumulative Preferred Stock; (liquidation preference of $100 per share);
issued and outstanding -0- and 224,027 shares
—
21,510
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
7 .125% Series F Cumulative Preferred Stock (liquidation preference of $25 per share);
5,175,000 shares issued and outstanding
Excess Stock, par value $ .01 per share; 20,000,000 shares authorized; none issued and outstanding
Common Stock, par value $ .01 per share; 30,000,000 shares authorized; 9,035,212 and 8,854,465
shares issued and outstanding
Class A Common Stock, par value $ .01 per share; 100,000,000 shares authorized; 23,530,704 and
23,460,880 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.
10
61,250
61,250
129,375
—
129,375
—
90
89
235
367,070
(112,168)
62
445,914
$ 650,026
235
362,777
(90,701)
(17)
463,008
$ 724,243
Financial StatementS
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Revenues
Base rents
Recoveries from tenants
Lease termination income
Other income
Total Revenues
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 (loss) from unconsolidated joint ventures
Interest, dividends and other investment income
Income From Continuing Operations Before Discontinued Operations
Discontinued operations:
Income from discontinued operations
Net Income
Noncontrolling interests:
Net income attributable to noncontrolling interests
Net income attributable to Urstadt Biddle Properties Inc .
Preferred stock dividends
Redemption of preferred stock
Net Income Applicable to Common and Class A Common Stockholders
Basic Earnings Per Share:
Per Common Share:
Income from continuing operations
Income from discontinued operations
Net Income Applicable to Common Stockholders
Per Class A Common Share:
Income from continuing operations
Income from discontinued operations
Net Income Applicable to Class A Common Stockholders
Diluted Earnings Per Share:
Per Common Share:
Income from continuing operations
Income from discontinued operations
Net Income Applicable to Common Stockholders
Per Class A Common Share:
Income from continuing operations
Income from discontinued operations
Net Income Applicable to Class A Common Stockholders
The accompanying notes to consolidated financial statements are an integral part of these statements.
Year Ended October 31,
2013
2012
2011
$ 69,094
22,594
214
2,343
94,245
$ 66,878
20,603
89
2,160
89,730
$ 62,703
21,552
3,196
2,008
89,459
17,471
15,524
17,769
8,211
857
337
60,169
14,200
15,114
16,637
7,545
296
262
54,054
14,750
14,522
15,212
7,521
89
261
52,355
34,076
35,676
37,104
(9,094)
1,460
1,318
1,345
29,105
1,308
30,413
(618)
29,795
(14,949)
(4,233)
$ 10,613
(9,148)
—
(138)
892
27,282
1,478
28,760
(7,865)
—
393
851
30,483
1,466
31,949
(500)
28,260
(13,267)
(2,027)
$ 12,966
(306)
31,643
(13,094)
—
$ 18,549
$0.28
$0.04
$0.32
$0.31
$0.04
$0.35
$0.27
$0.04
$0.31
$0.30
$0.04
$0.34
$0 .38
$0 .05
$0 .43
$0 .42
$0 .05
$0 .47
$0 .36
$0 .05
$0 .41
$0 .41
$0 .05
$0 .46
$0 .57
$0 .05
$0 .62
$0 .63
$0 .05
$0 .68
$0 .55
$0 .05
$0 .60
$0 .61
$0 .05
$0 .66
11
Urstadt Biddle ProPerties inc.
CONSOLIDATED STATEMENTS OF COMPREhENSIvE INCOME
(In thousands)
Net Income
Other comprehensive income:
Change in unrealized gain in marketable equity securities
Change in unrealized loss on interest rate swaps
Unrealized (gains) in marketable securities reclassified into income
Total comprehensive income
Comprehensive income attributable to noncontrolling interests
Total comprehensive income attributable to Urstadt Biddle Properties Inc.
Preferred stock dividends
Redemption of preferred stock
Total comprehensive income applicable to Common and
Class A Common Stockholders
The accompanying notes to consolidated financial statements are an integral part of these statements.
Year Ended October 31,
2013
2012
2011
$30,413
$28,760
$31,949
1,403
136
(1,460)
30,492
(618)
29,874
(14,949)
(4,233)
64
73
—
28,897
(500)
28,397
(13,267)
(2,027)
—
75
—
32,024
(306)
31,718
(13,094)
—
$10,692
$13,103
$18,624
12
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 adjustment
Provisions for tenant credit losses
Restricted stock compensation expense and other adjustments
Deferred compensation arrangement
Gain on sale of marketable securities
Equity in net loss/(income) of unconsolidated joint ventures
Lease termination income
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:
Acquisitions of real estate investments
Investments in and advances to unconsolidated joint ventures
Return of investments in and advances to unconsolidated joint ventures
Acquisitions of noncontrolling interests
Deposits on acquisition of real estate investments
Returns of deposits on real estate investments
Improvements to properties and deferred charges
Net proceeds from sale of properties
Distributions to noncontrolling interests
Distribution from unconsolidated joint ventures
Payments received on mortgage notes and other receivables
Proceeds on sale of securities available for sale
Purchases of securities available for sale
Net Cash Flow (Used in) Investing Activities
Cash Flows from Financing Activities:
Dividends paid—Common and Class A Common Stock
Dividends paid—Preferred Stock
Principal repayments on mortgage notes payable
Proceeds from revolving credit line borrowings
Proceeds from loan financing
Sales of additional shares of Common and Class A Common Stock
Repayments on revolving credit line borrowings
Repurchase of shares of Class A Common Stock
Net proceeds from issuance of Series F Preferred Stock
Return of Escrow Deposit
Redemption of preferred stock including restricted cash
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,
2013
2012
2011
$ 30,413
$ 28,760
$ 31,949
17,816
(291)
958
4,069
(18)
(1,460)
(1,318)
—
(193)
(7)
1,535
(552)
50,952
(40,381)
(18,003)
13,170
—
(3,287)
400
(9,494)
4,475
(618)
789
1,858
30,782
(29,322)
(49,631)
(31,655)
(14,949)
(6,623)
38,350
—
244
(40,700)
(18)
—
1,286
(22,403)
(76,468)
(75,147)
78,092
16,721
(832)
665
3,812
6
—
138
—
1,335
812
1,068
19
52,504
(5,432)
(1,044)
—
—
(129)
843
(6,523)
533
(500)
412
1,062
—
—
(10,778)
(29,331)
(13,267)
(15,049)
58,000
28,000
47,799
(88,250)
—
125,281
—
(81,346)
31,837
15,292
(634)
1,009
3,881
(116)
—
(393)
(2,988)
(2,588)
(428)
1,568
(4)
46,548
(23,329)
(1,598)
—
(8,787)
(1,252)
—
(8,134)
—
(306)
165
890
—
—
(42,351)
(28,173)
(13,094)
(6,589)
30,250
1,546
717
—
—
—
—
—
(15,343)
73,563
4,529
(11,146)
15,675
Cash and Cash Equivalents at End of Year
$ 2,945
$ 78,092
$ 4,529
The accompanying notes to consolidated financial statements are an integral part of these statements.
13
Urstadt Biddle ProPerties inc.
CONSOLIDATED STATEMENTS OF STOCKhOLDERS’ EQUITY
(In thousands, except shares and per share data)
7 .5% Series D
Preferred Stock
Amount
Issued
7 .125% Series F
Preferred Stock
Issued
Amount
Balances—October 31, 2010
2,450,000
$61,250
Net income applicable to Common and Class A common stockholders
Change in unrealized loss on interest rate swap
Cash dividends paid:
Common stock ($0 .89 per share)
Class A common stock ($0 .98 per share)
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, 2011
2,450,000
61,250
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
Cash dividends paid:
Common stock ($0 .90 per share)
Class A common stock ($0 .99 per share)
Sale of Class A Common Shares
Issuance of Series F Preferred Stock
Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Restricted stock compensation and other adjustment
Adjustments to redeemable noncontrolling interests
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$ —
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,175,000
129,375
—
—
—
—
—
—
—
—
Balances—October 31, 2012
2,450,000
61,250
5,175,000
129,375
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
Cash dividends paid:
Common stock ($0 .90 per share)
Class A common stock ($1 .00 per share)
Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Repurchase of common stock
Forfeiture of restricted stock
Restricted stock compensation and other adjustment
Adjustments to redeemable noncontrolling interests
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Balances—October 31, 2013
2,450,000
$61,250
5,175,000
$129,375
The accompanying notes to consolidated financial statements are an integral part of these statements.
14
Financial StatementS
CONSOLIDATED STATEMENTS OF STOCKhOLDERS’ EQUITY
(In thousands, except shares and per share data)
Common
Stock
Issued
Amount
Class A
Common Stock
Issued
Amount
Additional
Paid In
Capital
Cumulative
Distributions
In Excess of
Net Income
Accumulated
Other
Comprehensive
Income (Loss)
8,461,440
$84
20,819,698
$208
$310,695
$ (64,557)
$(229)
—
—
—
—
34,498
175,950
—
—
8,671,888
—
—
—
—
—
—
—
6,627
175,950
—
—
8,854,465
—
—
—
—
—
5,797
175,950
(1,000)
—
—
—
—
—
—
—
1
2
—
—
87
—
—
—
—
—
—
—
—
2
—
—
89
—
—
—
—
—
—
1
—
—
—
—
—
—
—
—
8,532
63,100
—
—
—
—
—
—
—
1
—
—
—
—
—
—
715
(3)
3,881
—
20,891,330
209
315,288
—
—
—
—
—
2,500,000
—
7,950
61,600
—
—
—
—
—
—
—
25
—
—
1
—
—
—
—
—
—
—
47,504
(4,094)
270
(3)
3,812
—
23,460,880
235
362,777
—
—
—
—
—
6,724
64,100
—
(1,000)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
244
(1)
(18)
—
4,068
—
9,035,212
$90
23,530,704
$235
$367,070
18,549
—
(7,705)
(20,468)
—
—
—
(281)
(74,462)
12,966
—
—
(7,966)
(21,365)
—
—
—
—
—
126
(90,701)
10,613
—
—
(8,128)
(23,527)
—
—
—
—
—
(425)
$(112,168)
Total
Stockholders’
Equity
$307,451
18,549
75
(7,705)
(20,468)
716
—
3,881
(281)
302,218
12,966
64
73
(7,966)
(21,365)
47,529
125,281
270
—
3,812
126
463,008
10,613
(57)
136
(8,128)
(23,527)
244
—
(18)
—
4,068
(425)
—
75
—
—
—
—
—
—
(154)
—
64
73
—
—
—
—
—
—
—
—
(17)
—
(57)
136
—
—
—
—
—
—
—
—
$ 62
$445,914
15
Urstadt Biddle ProPerties inc.
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,
2013, the Company owned or had equity interests in 66
properties containing a total of 5 .1 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” and ASC Topic 970-810,
“Real Estate-General-Consolidation .” The Company has
determined that such joint ventures should be consolidated
into the consolidated financial statements of the Company .
In accordance with ASC Topic 970-323, “Real Estate-
General-Equity Method and Joint ventures,” 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, fair value measurements and the collectability
of tenant and notes receivable and other assets . Actual
results could differ from these estimates .
16
Federal Income Taxes
The Company has elected to be treated as a real estate
investment trust under Sections 856-860 of the Internal
Revenue Code (Code) . Under those sections, a REIT that,
among other things, distributes at least 90% of real estate
trust taxable income and meets certain other qualifications
prescribed by the Code will not be taxed on that portion
of its taxable income that is distributed . The Company
believes it qualifies as a REIT and intends to distribute
all of its taxable income for fiscal 2013 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,
2013 . As of October 31, 2013, the fiscal tax years 2010
through and including 2013 remain open to examination
by the Internal Revenue Service . There are currently no
federal tax examinations in progress .
Real Estate Investments
All 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 (ii) the
notes to consolidated financial statementsestimated 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 and Discontinued Operations
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 over the
terms of the respective agreements) . Deferred charges in
the accompanying consolidated balance sheets are shown
at cost, net of accumulated amortization of $3,043,000 and
$3,015,000 as of October 31, 2013 and 2012, respectively .
Asset Impairment
On a periodic basis, management assesses whether
there are any indicators that the value of its real estate
investments may be impaired . A property value is
considered impaired when management’s estimate of
current and projected operating cash flows (undiscounted
and without interest) of the property over its remaining
useful life is less than the net carrying value of the
property . Such cash flow projections consider factors such
as expected future operating income, trends and prospects,
as well as the effects of demand, competition and other
factors . To the extent impairment has occurred, the loss
is measured as the excess of the net carrying amount of
the property over the fair value of the asset . Changes
in estimated future cash flows due to changes in the
Company’s plans or market and economic conditions
could result in recognition of impairment losses which
could be substantial . Management does not believe that
the value of any of its real estate investments is impaired
at October 31, 2013 .
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, 2013 and 2012,
approximately $13,719,000 and $13,507,000, 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
17
Urstadt Biddle ProPerties inc.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 . 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,
2013 and 2012, tenant receivables in the accompanying
consolidated balance sheets are shown net of allowances
for doubtful accounts of $3,604,000 and $3,686,000,
respectively . During the years ended October 31, 2013, 2012
and 2011, the Company provided $958,000, $665,000 and
$1,009,000, 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 . In November 2012, the Company
purchased approximately $27 million of REIT and preferred
security investment funds with a portion of the proceeds
from its completed stock sales in October 2012 . In May 2013,
the Company sold a portion of the Company’s marketable
security investments . The shares sold represented the entire
REIT and preferred security and investment funds and a
portion of our REIT Preferred Stocks . In conjunction with
this sale the Company realized a gain on sale of marketable
securities of approximately $1 .5 million, which will be
reclassified out of accumulated other comprehensive
income and recorded in the consolidated statement of
income for year ended October 31, 2013 . There were no
purchases or sales of marketable securities during the
fiscal year ended October 31, 2012 and 2011 .
The Company analyzes unrealized losses, if any, to determine if the unrealized losses are temporary . If and when the
Company deems unrealized losses to be other than temporary, unrealized losses will be realized and reclassified into
earnings . The net unrealized gain at October 31, 2013 and 2012 is detailed below (in thousands):
Fair
Market
value
Cost
Basis
Net
Unrealized
Gain/(Loss)
Gross
Unrealized
Gains
Gross
Unrealized
(Loss)
$ 96
$115
$(19)
$—
$(19)
$994
$956
$ 38
$38
$ —
Description:
October 31, 2013
REIT Common and Preferred Stocks
October 31, 2012
REIT Common and Preferred Stocks
18
notes to consolidated financial statements
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, 2013, the Company believes it has
no significant risk associated with non-performance of
the financial institution that is the counterparty to its
derivative contracts . At October 31, 2013, the Company had
approximately $3 .7 million in secured mortgage financings
subject to interest rate swaps . Such interest rate swaps
converted the LIBOR-based variable rates on the mortgage
financings to a fixed annual rate of 3 .95% per annum . As
of October 31, 2013, the Company had a deferred asset of
$81,000 (included in prepaid expenses and other assets on
the consolidated balance sheets) relating to the fair value
of the Company’s interest rate swaps applicable to secured
mortgages . Charges and/or credits relating to the changes
in fair values of such interest rate swaps are made to other
comprehensive income as the swap is deemed effective and
is classified as a cash flow hedge . There were no significant
amounts recorded in the Company’s financial statements
for the above swaps in either fiscal 2012 or fiscal 2011 .
Comprehensive Income
Comprehensive income is comprised of net income
applicable to Common and Class A Common stockholders
and other comprehensive income (loss) . Other
comprehensive income (loss) includes items that are
otherwise recorded directly in stockholders’ equity, such
as unrealized gains or losses on marketable securities
and unrealized gains and losses on interest rate swaps
designated as cash flow hedges . At October 31, 2013,
accumulated other comprehensive income (loss) consisted
of net unrealized losses on marketable securities of
approximately $19,000 and net unrealized gains on an
interest rate swap agreement of approximately $81,000 .
At October 31, 2012, accumulated other comprehensive
income (loss) consisted of net unrealized gains on
marketable securities of approximately $38,000 and net
unrealized losses on an interest rate swap agreement
of approximately $55,000 . 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 .
19
Urstadt Biddle ProPerties inc. The following table sets forth the reconciliation between
basic and diluted EPS (in thousands):
Numerator
Net income applicable to
common stockholders—basic
Effect of dilutive securities:
Stock awards
Net income applicable to
common stockholders—diluted
Denominator
Denominator for basic EPS—
weighted average common shares
Effect of dilutive securities:
Restricted stock and other awards
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
Year Ended October 31,
2013
2011
2012
$ 2,409 $ 3,166 $ 4,536
182
236
265
$ 2,591 $3 ,402 $ 4,801
7,543
7,370
7,306
840
834
655
8,383
8,204
7,961
$ 8,204 $ 9,800 $14,013
(182)
(236)
(265)
$ 8,022 $ 9,564 $13,748
23,122
20,740
20,496
235
224
208
23,357
20,964
20,704
Stock-Based Compensation
The Company accounts for its stock-based compensation
plans under the provisions of ASC Topic 718, “Stock
Compensation,” which requires that compensation expense
be recognized based on the fair value of the stock awards
less estimated forfeitures . The fair value of stock awards
is equal to the fair value of the Company’s stock on the
grant date .
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 .
20
Reclassification
Certain fiscal 2011 and 2012 amounts have been
reclassified to conform to current period presentation .
New Accounting Standards
Adopted in Fiscal 2013
In June 2011, the FASB issued ASU 2011-05,
“Comprehensive Income (ASC Topic 220): Presentation
of Comprehensive Income .” ASU 2011-05 eliminates the
option to present components of other comprehensive
income as part of the statement of shareholders’ equity
and requires the presentation of components of net
income and components of other comprehensive income
either in a single continuous statement of comprehensive
income or in two separate but consecutive statements .
This pronouncement became effective for the Company
in the first quarter of fiscal 2013 and as a result the
Company has included a separate consolidated statement
of comprehensive income immediately following the
consolidated statement of income as required by the ASU .
In February 2013, the FASB issued ASU 2013-02,
“Comprehensive Income (ASC Topic 220): Reporting
of Amounts Reclassified out of Accumulated Other
Comprehensive Income .” ASU 2013-02 requires the
reporting of reclassifications out of accumulated other
comprehensive income . The amendments in ASU 2013-02
seek to attain that objective by requiring an entity to report
the effect of significant reclassifications out of accumulated
other comprehensive income on the respective line items
in net income if the amount being reclassified is required
under US GAAP to be reclassified in its entirety to net
income . The Company adopted this pronouncement in the
second quarter of fiscal 2013 . The effect of the adoption of
this pronouncement did not have a significant impact on
our consolidated financial statements .
(2) REAL ESTATE INvESTMENTS
The Company’s investments in real estate, net of
depreciation, were composed of the following at October 31,
2013 and 2012 (in thousands):
Core Non-Core Unconsolidated
Retail
Office
Industrial
Properties Properties
$ —
—
531
$531
$562,835
13,521
—
$576,356
2013
Joint venture Totals
2012
Totals
$31,432 $594,267 $539,268
13,521
7,649
531
553
$31,432 $608,319 $547,470
—
—
The Company’s investments at October 31, 2013 consisted
of equity interests in 66 properties, which are located
in various regions throughout the United States . The
Company’s primary investment focus is neighborhood and
community shopping centers located in the northeastern
notes to consolidated financial statements
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, 2013 and 2012 (in thousands):
Northeast
Midwest
Southwest
2013
$607,788
288
243
$608,319
2012
$546,019
303
1,148
$547,470
(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
2013
2012
$ 134,466 $ 121,382
538,398
659,780
(140,469)
$ 576,356 $ 519,311
597,098
731,564
(155,208)
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
$414,296,000 become due as follows: 2014—$68,029,000;
2015—$61,914,000; 2016—$55,132,000; 2017—$48,497,000;
2018—$37,239,000 and thereafter—$143,485,000 .
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, 2013 .
Owned Properties and Properties Under Contract
to Purchase
In October 2013, the Company entered into a contract
to purchase, for $9 million, a retail property located in the
Company’s core marketplace . In conjunction with entering
into the contract, the Company made a $450,000 deposit
on the purchase that is included in prepaid expenses and
other assets on the consolidated balance sheet at October
31, 2013 . The Company will fund the remaining equity
needed to complete the purchase of this property with
available cash or borrowings under its unsecured revolving
credit facility (“Facility”) (see Note 7) . The Company
completed the purchase of this property in January 2014 .
In the fourth quarter of fiscal 2013, the Company entered
into an agreement to purchase a 50% undivided interest
in two retail properties located in the Company’s core
marketplace . In conjunction with entering into the contract,
the Company made a $1 .0 million deposit on the purchase
that is included in prepaid expenses and other assets on the
consolidated balance sheet at October 31, 2013 . Subsequent
to entering into the agreement, the Company and the
prospective owner of the other 50% undivided interest in
the property collectively entered into a commitment with
a lender to place a first mortgage payable on the property
in the amount of $14 million . The closing of the mortgage
is expected to occur simultaneously with the closing of the
property sometime in fiscal 2014 . The mortgage will be for
a term of 10 years and will require payments of principal
and interest based on a fixed interest rate . In conjunction
with entering into the mortgage commitment, the Company
placed a deposit with the lender in the amount of $280,000
that is included in prepaid expenses and other assets on
the consolidated balance sheet at October 31, 2013 . The
Company will fund the equity needed to complete the
purchase with available cash or borrowings under its
Facility . In addition, in September 2013, the Company made
an unsecured loan to the other prospective owner in the
amount of $1 .2 million . The entire unsecured loan along
with interest at LIBOR plus 2 .00% is due in March 2014 .
In August 2013, the Company entered into a contract to
purchase, for $18 .4 million a retail shopping center in the
Company’s core marketplace . The acquisition requires the
assumption of an existing mortgage in the amount of $7 .8
million that requires payments of principal and interest
at a fixed rate of 4 .2% per annum . The mortgage matures
in September 2022 . In conjunction with entering into the
contract, the Company placed a deposit of $917,500 with
the seller that is included in prepaid expenses and other
assets on the consolidated balance sheet at October 31, 2013 .
The Company will fund the equity needed to complete the
purchase with borrowings under its Facility . The Company
completed the purchase of this property in December 2013 .
In July 2013, the Company entered into a contract to
purchase, for $11 .0 million, a retail shopping center in the
Company’s core marketplace . The acquisition is subject
to the assumption of an existing first mortgage loan in the
amount of $7 .7 million that requires payments of principal
and interest at a fixed rate of 6 .375% per annum . The
mortgage matures in August 2016 . In conjunction with
entering into the contract, the Company placed a deposit
of $400,000 with the seller . The Company will fund its
equity to complete the purchase with borrowings under
its Facility . The Company has incurred acquisition costs
totaling $158,000, which have been expensed in the year
ended October 31, 2013 consolidated statement of income .
The Company completed the purchase of this property in
December 2013 .
21
Urstadt Biddle ProPerties inc.
In May 2013, the Company, through a wholly owned
subsidiary, purchased two retail properties located in
Greenwich, CT, with a combined GLA totaling 24,000
square feet (“Greenwich Properties”), for $18 .0 million . In
conjunction with the purchase, the Company assumed an
existing first mortgage loan encumbering the properties
at its estimated fair value of $8 .3 million . The assumption
of the mortgage loan represents a non-cash financing
activity and is therefore not included in the accompanying
consolidated statement of cash flows for the year ended
October 31, 2013 . The mortgage loan requires monthly
payments of principal and interest at a fixed rate of 4 .0%
per annum . The mortgage matures in August 2016 . The
Company funded its remaining equity needed to complete
the purchase with proceeds from its Class A Common
Stock and Series F Preferred Stock offerings completed
in October 2012 . In conjunction with the purchase, the
Company incurred acquisition costs totaling $78,000, which
have been expensed in the year ended October 31, 2013
consolidated statement of income .
In May 2013, the Company, through a wholly owned
subsidiary, purchased a 110,000 square foot retail shopping
center located in New Providence, New Jersey (“New
Providence”) for $34 .9 million . In connection with the
purchase, the Company assumed a first mortgage loan
encumbering the property at its estimated fair value
of $21 .3 million . The assumption of the mortgage loan
represents a non-cash financing activity and is therefore
not included in the accompanying consolidated statement
of cash flows for the year ended October 31, 2013 . The
mortgage loan requires monthly payments of principal
and interest at the fixed rate of 4 .0% per annum . The
mortgage matures in January 2022 . The Company funded
its remaining equity needed to complete the purchase
with proceeds from its Class A Common Stock and
Series F Preferred Stock offerings completed in October
2012 . In conjunction with the purchase, the Company
incurred acquisition costs totaling $227,000, which
have been expensed in the year ended October 31, 2013
consolidated statement of income .
In January and March 2013, the Company purchased
six free standing net leased properties (“Net Leased
Properties”) located in the Company’s core marketplace
with a combined GLA of 20,200 square feet . The gross
purchase price of the six properties was $7 .8 million .
The Company funded its equity with proceeds from
its Class A Common Stock and Series F Preferred Stock
offerings completed in October 2012 . In conjunction with
the purchase, the Company incurred acquisition costs
totaling $73,000, which have been expensed in the year
ended October 31, 2013 consolidated statement of income .
22
In December 2012, subsidiaries of the Company
purchased two suburban office buildings (“NJ Office
Buildings”) located in the Company’s core marketplace
with a combined GLA of 23,500 square feet . The gross
purchase price of the two properties was $6 .5 million .
The Company funded its equity to complete the purchase
with proceeds from its Class A Common Stock and
Series F Preferred Stock offerings completed in October
2012 . In conjunction with the purchase, the Company
incurred acquisition costs totaling $103,000, which
have been expensed in the year ended October 31, 2013
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 re-construction of
a bridge over the property and awarded the Company’s
subsidiaries a total of approximately $2 .0 million . In
December 2012, the Company received an additional
$2 .7 million award from the state of Connecticut for
the condemnation and easement . Approximately $4 .27
million of the total award represents amounts paid to
the Company for easements provided to the state of
Connecticut for certain areas of the property through
the end of the construction period, loss of rental income
and property restoration costs . The Company will
continue to amortize the original $1 .8 million 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 and the newly
awarded $2 .46 million easement and loss of rental income
over the remaining 6 .75 year life of the easement and loss
of rent income .
The Company has accounted for the condemnation
portion of the award in accordance with ASC Topic 605
– Revenue Recognition, Subtopic 40 – Gains and Losses
which requires the Company to record a gain or loss
on the excess 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 an additional gain on condemnation of
approximately $213,000 which is recorded in other income
on the consolidated statement of income for the fiscal year
ended October 31, 2013 .
In December 2011, a subsidiary of the Company acquired
the Eastchester Plaza Shopping Center (“Eastchester”) in
the Town of Eastchester, Westchester County, New York
for a purchase price of $9 million . In connection with
the purchase, the Company assumed a first mortgage
encumbering the property at its estimated fair value of
$3 .6 million . The assumption of the mortgage loan
represents a non-cash financing activity and is therefore
not included in the accompanying consolidated statement
of cash flows for the year ended October 31, 2012 . The
mortgage matured in April 2012 and was repaid . The
remaining equity needed to complete the acquisition
notes to consolidated financial statementswas funded with available cash and borrowings on
the Company’s unsecured revolving credit facility . In
conjunction with the purchase, the Company incurred
acquisition costs totaling $33,000, which have been
expensed in the year ended October 31, 2012 consolidated
statement of income .
In October 2011, the Company, through a wholly
owned subsidiary, completed the purchase of the 63,000
square foot Fairfield Centre Shopping Center, in Fairfield,
Connecticut (“Fairfield Centre”), for a purchase price of
$17 .0 million . The Company financed its net investment
in the property with available cash and a borrowing on its
unsecured revolving credit facility . In conjunction with the
purchase, the Company incurred acquisition costs totaling
$19,000 which have been expensed in the year ended
October 31, 2011 consolidated statement of income .
In April 2011, the Company, through a wholly owned
subsidiary, completed the purchase of the 72,000 square
foot Fairfield Plaza Shopping Center, in New Milford,
Connecticut (“Fairfield Plaza”), for a purchase price of
$10 .8 million, subject to an existing first mortgage secured
by the property at its estimated fair value of approximately
$5 .0 million . The assumption of the mortgage loan
represents a non-cash financing activity and is therefore
not included in the accompanying consolidated statement
of cash flows for the year ended October 31, 2011 . The
Company financed its net investment in the property with
available cash and a borrowing on its unsecured revolving
credit facility . In conjunction with the purchase, the
Company incurred acquisition costs totaling $53,000 which
have been expensed in the year ended October 31, 2011
consolidated statement of income .
In fiscal 2013, the Company completed evaluating the
fair value of the in-place leases for UB Orangeburg, LLC
(“Orangeburg”) (see Note 9), acquired in fiscal 2012 and
has concluded that no value needs to be assigned to those
leases . In addition, the Company completed evaluating
the fair value of the in-place leases for the properties it
acquired in fiscal 2013 and as a result of its evaluation the
Company has allocated $234,000 to an asset associated
with the net fair value assigned to the acquired leases for
the Greenwich Properties, a $291,000 asset associated with
the net fair value assigned to the acquired leases for the NJ
Office Buildings and a $402,000 liability associated with the
net fair value assigned to the acquired leases for the Net
Leased Properties . All of these amounts represent non-cash
investing activities and are therefore not included in the
accompanying consolidated statement of cash flows for
the fiscal year ended October 31, 2013 .
During fiscal 2012, the Company completed its evaluation
of the acquired leases for Eastchester Plaza, which was
acquired at the beginning of fiscal 2012, and its Fairfield
Centre Property and Fairfield Plaza properties, which were
acquired in fiscal 2011 . As a result of its evaluation, the
Company has allocated $392,000 to a liability associated
with the net fair value assigned to the acquired leases at
Eastchester and $765,000 to a liability associated with the
net fair value assigned to the acquired leases at Fairfield
Centre . The Company determined that no purchase price
adjustment was necessary in order to ascribe value to the
in-place leases at Fairfield Plaza . These amounts represents
a non-cash investing activity and are therefore not included
in the accompanying consolidated statement of cash flows
for the year ended October 31, 2012 .
During fiscal 2011, the Company completed its
evaluation of the acquired leases for its New Milford Plaza
Property and its Katonah Property, which properties were
acquired in fiscal 2010 . As a result of its evaluation, the
Company has allocated $396,000 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, 2011 .
For the years ended October 31, 2013, 2012 and 2011,
the net amortization of above-market and below-market
leases amounted to $419,000, $515,000 and $262,000,
respectively, which amounts are included in base rents in
the accompanying consolidated statements of income .
In fiscal 2013, the Company incurred costs of
approximately $9 .5 million related to capital improvements
to its properties and leasing costs .
(4) NON-CORE PROPERTIES
At October 31, 2013, 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 .
The components of non-core properties were as follows
(in thousands):
Land
Buildings and improvements
Accumulated depreciation
2013
$450
145
595
(64)
$531
2012
$450
145
595
(42)
$553
(5) DISCONTINUED OPERATIONS
In December of 2013, the Company sold the St . Louis
and Dallas properties . In accordance with ASC Topics 360
and 205 the operating results of the two properties will
be shown as discontinued operations on the consolidated
statement of income for the year ended October 31, 2013,
2012 and 2011 . The net book value of the two properties
is not significant and as such, will not be shown as assets
held for sale on the October 31, 2013 and 2012 consolidated
balance sheets .
23
Urstadt Biddle ProPerties inc.
The combined operating results for the St . Louis and
Dallas properties have been reclassified as discontinued
operations in the accompanying consolidated statements
of income for all periods presented . The following table
summarizes revenues and expenses for the Company’s
discontinued operations (amounts in thousands):
Revenues
Property operating expense
Depreciation and amortization
Income from discontinued
operations
October, 31,
2013
$1,356
—
(48)
2012
$1,565
(3)
(84)
2011
$1,546
—
(80)
$1,308
$1,478
$1,466
(6) MORTGAGE NOTE RECEIvABLE
In fiscal 2013, the Company’s mortgage note receivable,
consisting of one fixed rate mortgage with a contractual
interest rate of 9% was repaid by the borrower .
(7) MORTGAGE NOTES PAYABLE, BANK LINES
OF CREDIT AND OThER LOANS
At October 31, 2013, mortgage notes payable and other
loans are due in installments over various periods to
fiscal 2027 at effective rates of interest ranging from 2 .8%
to 11 .3% and are collateralized by real estate investments
having a net carrying value of approximately $260 million .
Combined aggregate principal maturities of mortgage
notes payable during the next five years and thereafter are
as follows (in thousands):
Principal
Scheduled
Repayments Amortization
2014
2015
2016
2017
2018
Thereafter
$ —
4,480
7,276
49,524
—
64,375
$125,655
Total
$ 3,815 $ 3,815
8,469
3,989
11,261
3,985
53,326
3,802
2,713
2,713
86,662
22,287
$40,591 $166,246
The Company has an $80 million Unsecured Revolving
Credit Facility with a syndicate of four banks led by
The Bank of New York Mellon, as administrative agent .
The syndicate also includes Wells Fargo Bank N .A .
(syndication agent), Bank of Montreal and Regions
Bank (co-documentation agents) . The Facility gives the
Company the option, under certain conditions, to increase
the Facility’s borrowing capacity up to $125 million . The
maturity date of the Facility is September 21, 2016 with a
one-year extension at the Company’s option . Borrowings
under the Facility can be used for, among other things,
24
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 Eurodollar rate plus 1 .5% to
2 .0% or The Bank of New York Mellon’s prime lending
rate plus 0 .50% based on consolidated indebtedness, as
defined . The Company will pay an annual fee on the
unused commitment amount of up to 0 .25% to 0 .35% based
on outstanding borrowings during the year . The Facility
contains certain representations and 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, 2013 .
At October 31, 2013, the Company had borrowed a total
of $9 .25 million on its Facility to fund a portion of its equity
for a property acquisitions and capital improvements
to its properties . In a prior year, the Company had
borrowed $11 .6 million on its Facility to loan to one of its
unconsolidated joint ventures . In fiscal 2013 the loan was
repaid and the Company in-turn repaid the $11 .6 million
borrowed under the Facility .
During fiscal 2013, the Company, through a wholly
owned subsidiary, assumed an existing first mortgage loan
encumbering the Greenwich Properties at its estimated fair
value of $8 .3 million . The mortgage loan requires monthly
payments of principal and interest at a fixed rate of 4 .0%
per annum . The mortgage matures in August 2016 .
During fiscal 2013, the Company, through a wholly
owned subsidiary, assumed a first mortgage loan
encumbering the New Providence Property at its estimated
fair value of $21 .3 million . The mortgage loan requires
monthly payments of principal and interest at the fixed rate
of 4 .0% per annum . The mortgage matures in January 2022 .
In June of fiscal 2013, the Company repaid, at maturity,
its first mortgage payable secured by its veteran’s Plaza
property in the amount of $3 .2 million .
During fiscal 2012, the Company borrowed a total of
$8 million on its Facility to fund its equity for a property
acquisition and to make an additional investment in one of
its unconsolidated joint ventures; this amount was repaid
in October 2012 .
In December 2011 (fiscal 2012), the Company, through
a wholly owned subsidiary, assumed a first mortgage
payable secured by Eastchester Plaza with an estimated
fair value of approximately of $3 .6 million . The mortgage
matured in April 2012 and was repaid .
In March 2012, the Company assumed a first mortgage
payable in the amount of $7 .4 million in conjunction with
its investment in Orangeburg (see Note 9 below) . The
loan requires payments of principal and interest at a fair
market value interest rate of 2 .04% (6 .19% contractual rate) .
notes to consolidated financial statements
Subsequent to the assumption, Orangeburg extended the
loan with the current lender for an additional five years,
leaving all terms unchanged, except the interest rate
that was adjusted to a fixed rate of 2 .78% . The loan now
matures in October 2017 . The operating agreement for
Orangeburg requires that the loan be refinanced and
not repaid at maturity .
In February 2012, the Company borrowed $28 million
by placing a non-recourse first mortgage on one of its
unencumbered properties . The loan is for a term of ten
years and will require payments of principal and interest
based on a thirty-year amortization schedule at the fixed
interest rate of 4 .85% . The proceeds of the loan were used
to repay approximately $28 million in borrowing on the
Company’s revolving credit facility .
In October 2012, the Company repaid, at maturity,
its first mortgage payable secured by its New Milford
property in the amount of $8 .3 million .
In August 2012, a wholly owned subsidiary of the
Company completed the installation of a solar power
system (the “Ferry System”) at the Company’s Ferry Plaza
Shopping Center in Newark, New Jersey at a total cost
of approximately $1 .7 million . The subsidiary financed
a portion of the project with a loan in the amount of $1 .1
million from The Public Service Electric and Gas Company
of New Jersey (“PSE&G”), through PSE&G’s “Solar Loan
Program II” . The loan requires monthly payments of
principal and interest at 11 .3% per annum through its
maturity date of August 31, 2027 . The subsidiary has the
option of repaying all or part of the PSE&G loan, including
interest, with Solar Renewable Energy Credits (“SREC’s”)
that are expected to be generated by the Ferry System .
The remaining cost of the Ferry System was funded by a
renewable energy grant from the federal government .
In fiscal 2011, the Company, through a wholly owned
subsidiary, assumed a first mortgage payable with an
estimated fair value of approximately $5 .0 million in
conjunction with its purchase of Fairfield Plaza . The
mortgage requires payments of principal and interest at a
fixed rate of interest of 5 .0% with a maturity of August 2015 .
In October 2011, the Company repaid, at maturity, its
first mortgage payable secured by its Carmel property in
the amount of $4 .0 million .
In May 2011, a wholly owned subsidiary of the Company
completed the installation of a solar power system
(the “Emerson System”) at the Company’s Emerson
Shopping Center in Emerson, New Jersey at a total cost
of approximately $1 .2 million . The subsidiary financed a
portion of the project with a loan in the amount of $819,000
from PSE&G, through PSE&G’s “Solar Loan Program II .”
The loan requires monthly payments of principal and
interest at 11 .3% per annum through its maturity date of
May 31, 2026 . The subsidiary has the option of repaying all
or part of the PSE&G loan, including interest, with SREC’s
that are expected to be generated by the Emerson System .
The remaining cost of the Emerson System was funded by
a renewable energy grant from the federal government .
In January 2011, a wholly owned subsidiary of the
Company completed the installation of a solar power
system (the “valley Ridge System”) at the Company’s
valley Ridge Shopping Center in Wayne, New Jersey at
a total cost of approximately $1 .1 million . In conjunction
with the solar installation the subsidiary of the Company
financed a portion of the project with a loan in the amount
of $726,000 from the PSE&G, through PSE&G’s “Solar
Loan Program I .” The loan requires monthly payments
of principal and interest at 11 .11% per annum through
its maturity date of January 31, 2026 . The subsidiary of
the Company has the option of repaying all or part of
the PSE&G loan, including interest, with SREC’s that are
expected to be generated by the valley Ridge System . The
remaining cost of the valley Ridge System was funded by
a renewable energy grant from the federal government .
Interest paid in the years ended October 31, 2013, 2012
and 2011 was approximately $8 .5 million, $8 .6 million and
$7 .6 million, respectively .
(8) REDEEMABLE PREFERRED STOCK
On March 21, 2013, the stockholders of the Company
approved an amendment to the Company’s Charter
increasing the number of authorized shares of preferred
stock to 50,000,000 from 20,000,000 . At October 31, 2013,
the Company had issued and outstanding 2,450,000 shares
of Series D Senior Cumulative Preferred Stock (Series D
Preferred Stock) (see Note 11), and 5,175,000 shares of
Series F Cumulative Preferred Stock (see Note 11) .
The following table sets forth the details of the
Company’s redeemable preferred stock as of October 31,
2013 and 2012 (amounts in thousands, except share data):
8 .50% Series C Senior Cumulative
Preferred Stock; liquidation
preference of $100 per share; issued
and outstanding—and 224,027 shares
October 31,
2013
2012
$—
$21,510
On October 22, 2012, the Company repurchased 175,973
shares of its Series C Preferred Stock for $103 .50 per share
($18 .2 million) . As a result of the repurchase, the $616,000
excess of the repurchase price of the preferred shares paid
over the carrying amount of the shares is included as a
reduction of income available to Common and Class A
Common shareholders in the accompanying consolidated
statement of income for the year ended October 31, 2012 .
25
Urstadt Biddle ProPerties inc.
On May 29, 2013, the Company redeemed the remaining
224,027 outstanding shares of its Series C Preferred Stock
for $22,403,000 (liquidation preference) plus all accrued and
unpaid dividends . The difference between the redemption
amount and the net book value of the Series C Preferred
Stock was accreted from the date the redemption became
probable through the redemption date on May 29, 2013 . As
a result the Company included $892,000, and $701,000 as
a reduction of income available to Common and Class A
Common shareholders in the accompanying consolidated
statement of income for the fiscal years ended October 31,
2013 and 2012, respectively .
On November 21, 2012, the Company redeemed all of the
2,400,000 shares of its Series E Senior Cumulative Preferred
Stock at a make-whole price of $25 .77 per share (liquidation
value $25 .00 per share) . As a result, the Company has
included the $1,848,000 difference between the make-whole
price of $25 .77 per share and the liquidation value of $25
per share as a reduction of income available to Common
and Class A Common shareholders in the accompanying
consolidated statement of income for the fiscal year ended
October 31, 2013 . The remaining difference between the
liquidation value and the net book value of the Series E
Preferred Stock in the amount of $1,492,000 is recorded as
a reduction of income available to Common and Class A
Common shareholders in the accompanying consolidated
statement of income for the fiscal year ended October 31, 2013 .
(9) CONSOLIDATED JOINT vENTURES
AND REDEEMABLE NONCONTROLLING
INTERESTS
The Company has an investment in two joint ventures,
UB Ironbound, LP (“Ironbound”) and Orangeburg, each of
which owns a commercial retail real estate property . The
Company has evaluated its investment in these two joint
ventures and has concluded that both ventures are not
variable Interest Entities (“vIE or vIE’s”), however both
joint venture investments meet certain criteria of a sole
general partner (or limited liability member) in accordance
with ASC Topic 970-810, “Real Estate-Consolidation .”
The Company has determined that such joint ventures are
fully controlled by the Company and that the presumption
of control is not offset by any rights of any of the limited
partners or non-controlling members in either venture
and that both joint ventures should be consolidated into
the consolidated financial statements of the Company . The
Company’s investment in both consolidated joint ventures
is more fully described below:
Ironbound (Ferry Plaza)
The Company, through a wholly owned subsidiary, is the
general partner and owns 84% of one consolidated limited
partnership, Ironbound, which owns a grocery anchored
shopping center .
26
The Ironbound limited partnership has a defined
termination date of December 31, 2097 . The partners in
Ironbound are entitled to receive an annual cash preference
payable from available cash of the partnership . Any unpaid
preferences accumulate and are paid from future cash, if
any . 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 . Upon liquidation
of Ironbound, 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
partnership . The Company retains an affiliate of one of the
limited partners in Ironbound to provide management and
leasing services to the property at an annual fee equal to
2 .00% percent of rental income collected, as defined .
Orangeburg
The Company, through a wholly owned subsidiary, is
the managing member and owns an approximate 10 .9%
interest in Orangeburg, which owns a grocery anchored
shopping center in Orangeburg, NY . The other member
(non-managing) of Orangeburg is the prior owner of the
contributed property who, in exchange for contributing
the net assets of the property, received units of Orangeburg
equal to the value of the contributed property less the value
of the assigned first mortgage payable . The Orangeburg
operating agreement provides for the non-managing
member to receive an annual cash distribution equal
to the regular quarterly cash distribution declared by
the Company for one share of the Company’s Class A
Common stock for each unit of Orangeburg ownership .
The annual cash distribution will be paid from available
cash, as defined, of Orangeburg . If there is an available cash
shortfall, the managing member must contribute or loan
additional capital to fund the non-managing member’s
required cash distribution . The balance of available
cash, if any, is fully distributable to the Company . Upon
liquidation, proceeds from the sale of Orangeburg assets
are to be distributed in accordance with the operating
agreement . The non-managing member is not obligated
to make any additional capital contributions to the
partnership . Orangeburg has a defined termination date
of December 31, 2097 . Since purchasing this property, the
Company has made additional investments in the amount
of $881,000 in Orangeburg and as a result as of October 31,
2013 its ownership percentage has increased from to 10 .9%
from approximately 2% at inception .
notes to consolidated financial statementsNoncontrolling interests:
The Company accounts for noncontrolling interests in
accordance with ASC Topic 810, “Consolidation .” Because
the limited partners or noncontrolling members in both
Ironbound and Orangeburg have the right to require
the Company to redeem all or a part of their limited
partnership or limited liability company units at prices
as defined in the governing agreements, the Company
reports the noncontrolling interests in both consolidated
joint ventures in the mezzanine section, outside of
permanent equity, of the consolidated balance sheets at
redemption value which approximates fair value . The
value of the Orangeburg redemption is based solely on
the price of the Company’s Class A Common stock on
the date of redemption . For the years ended October 31,
2013 and 2012, the Company adjusted the carrying value
of the noncontrolling interests by $422,000 and $(127,000),
respectively, with the corresponding adjustment recorded
in stockholders’ equity .
The following table sets forth the details of the
Company’s redeemable non-controlling interests at
October 31, 2013 and 2012 (amounts in thousands):
Beginning balance
Initial Orangeburg noncontrolling interest
Change in redemption value
Ending balance
October 31,
2013
$11,421
—
422
$11,843
2012
$ 2,824
8,724
(127)
$11,421
(10) INvESTMENTS IN AND ADvANCES TO
UNCONSOLIDATED JOINT vENTURES
At October 31, 2013 and 2012, investments in and
advances to unconsolidated joint ventures consisted of the
following (with the Company’s ownership percentage in
parentheses) (amounts in thousands):
Chestnut Ridge and Plaza 59 Shopping
Centers (50 .0% in 2013 and 0% in 2012)
Midway Shopping Center, L .P . (11 .642%)
Putnam Plaza Shopping Center (66 .67%)
81 Pondfield Road Company (20%)
Total
October 31,
2013
2012
$18,277
5,668
6,764
723
$31,432
$ —
19,165
6,820
723
$26,708
Chestnut Ridge and Plaza 59 Shopping Centers
In December 2012, the Company, through two wholly
owned subsidiaries, purchased a 50% undivided equity
interest in the 76,000 square foot Chestnut Ridge Shopping
Center located in Montvale, New Jersey (“Chestnut”) and
the 24,000 square foot Plaza 59 Shopping Center located
in Spring valley, New York (“Plaza 59”) for a combined
investment of approximately $18 million . The Company
accounts for its investment in Chestnut and Plaza 59
under the equity method of accounting since it exercises
significant influence, but does not control the ventures .
The other venturer in both properties has substantial
participation rights in the financial decisions and operation
of each property, which preclude the Company from
consolidating the investment . The Company has evaluated
its investment in the two properties and has concluded
that the ventures are not vIEs . 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 each venture is evaluated for impairment at
each reporting period .
Midway Shopping Center, L.P .
The Company, through a wholly owned subsidiary,
owns an 11 .642% equity interest in Midway Shopping
Center L .P . (“Midway”), which owns a 247,000 square
foot shopping center in Westchester County, New York .
In addition, the Company loaned Midway, in the form of
an unsecured note, approximately $13 .2 million . The loan
to Midway by the Company required monthly payments
to the Company of interest only at 5 .75% per annum .
The loan matured on January 1, 2013 and was repaid .
The Company has evaluated its investment in Midway
and has concluded that the venture is not a vIE and
should not be consolidated into the financial statements
of the Company . Although the Company only has an
approximate 12% 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 .
27
Urstadt Biddle ProPerties inc.
The Company has allocated the $7 .4 million excess of
the carrying amount of its investment in and advances to
Midway over the Company’s share of Midway’s net book
value to real property and is amortizing the difference over
the property’s estimated useful life of 39 years .
Midway currently has a non-recourse first mortgage
payable in the amount of $32 million . The loan requires
payments of principal and interest at the rate of 4 .80%
per annum and will mature in 2027 .
Putnam Plaza Shopping Center
The Company, through a wholly owned subsidiary,
owns a 66 .67% undivided equity interest in the 189,000
square foot Putnam Plaza Shopping Center (“Putnam
Plaza”) . 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 vIE . 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 .
Putnam Plaza has a first mortgage payable in the amount
of $21 million . The mortgage requires monthly payments
of principal and interest at a fixed rate of 4 .17% and will
mature in 2019 .
81 Pondfield Road Company
The Company’s other investment in an unconsolidated
joint venture is a 20% economic interest in a partnership
which owns a retail and office building in Westchester
County, New York .
(11) STOCKhOLDERS’ EQUITY
On March 21, 2013, the stockholders of the Company
approved an amendment to the Company’s Charter
increasing the number of authorized shares of stock from
100,000,000 to 200,000,000 . As amended, the total number
of shares of authorized stock consists of 100,000,000 shares
of Class A Common Stock, 30,000,000 shares of Common
Stock, 50,000,000 shares of Preferred Stock, and 20,000,000
shares of Excess Stock .
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 2012, the Company completed the public
offering of 5,175,000 Series F Cumulative Preferred Stock
(the “Series F Preferred Stock”) at a price of $25 .00 per
share for net proceeds of $125 .3 million after underwriting
discounts but before offering expenses . These shares are
nonvoting, have no stated maturity and are redeemable
for cash at $25 .00 per share at the Company’s option on or
after October 24, 2017 . holders of these shares are entitled
to cumulative dividends, payable quarterly in arrears .
Dividends accrue from the date of issue at the annual rate
of $1 .78125 per share per annum . The holders of our
Series F Preferred Stock have general preference rights with
respect to liquidation and quarterly distributions . Except
under certain conditions holders of the Series F Preferred
Stock will not be entitled to vote on most matters . In the
event of a cumulative arrearage equal to six quarterly
dividends, holders of Series F Preferred Stock, together
with all of the Company’s other Series of preferred stock
(voting as a single class without regard to series) will have
the right to elect two additional members to serve on the
Company’s Board of Directors until the arrearage has been
cured . Upon the occurrence of a Change of Control, as
defined in the Company’s Articles of Incorporation, the
holder of the Series F Preferred Stock will have the right to
convert all or part of the shares of Series F Preferred Stock
held by such holder on the applicable conversion date into
a number of the Company’s shares of Class A common
stock . Underwriting commissions and costs incurred in
connection with the sale of the Series F Preferred Stock are
reflected as a reduction of additional paid in capital .
During fiscal 2012, the Company sold 2,500,000 shares
of Class A Common Stock in an underwritten follow-on
common stock offering for $19 .16 per share and raised net
proceeds of $47 .5 million . The Company used the proceeds
of the offering to repay an $8 million existing draw on its
Facility and to repay an existing $8 .3 million mortgage
on one its properties when it matured . The balance of the
proceeds was used for the Company’s equity needed for
property acquisitions in fiscal 2013 .
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 .
28
notes to consolidated financial statements 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 2013, the Company issued 5,797
shares of Common Stock and 6,724 shares of Class A
Common Stock (6,627 shares of Common Stock and 7,950
shares of Class A Common Stock in fiscal 2012) through
the DRIP . As of October 31, 2013, there remained 364,300
shares of Common Stock and 423,084 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 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 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 . In addition
the Board of Directors amended the Program to allow the
Company to repurchase shares of the Company’s Series C
and Series D Senior Cumulative Preferred Stock (Preferred
Stock) in open market transactions . During the fiscal year
ended October 31, 2013, the Company repurchased 1,000
shares of Common Stock under the plan . The Company
did not purchase any shares under the plan in the fiscal
year ended October 31, 2012 . As of October 31, 2013, the
Company had repurchased 4,600 shares of Common
Stock and 724,578 shares of Class A Common Stock under
the program . The Company had not yet repurchased any
Preferred Stock under the Program . On December 12,
2013, the Board of Directors approved a new share
repurchase program to repurchase up to 2,000,000 shares,
in the aggregate, of the Company’s Common Stock,
Class A Common Stock, Series D Cumulative Preferred
Stock and Series F Cumulative Preferred Stock . The new
authorization supersedes and replaces the prior Program .
(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 .”
On March 21, 2013, the stockholders of the Company
approved an amendment to the Company’s restricted
stock plan (the “Plan”) to provide for an additional
600,000 Common Shares or Class A Common shares to
be available for issuance under the Plan . As amended,
the Plan authorizes grants of up to an aggregate of
3,750,000 shares of the Company’s common equity
consisting of 350,000 Common shares, 350,000 Class A
Common shares and 3,050,000 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 2013, the Company awarded 175,950 shares
of Common Stock and 64,100 shares of Class A Common
Stock to participants in the Plan . The grant date fair
value of restricted stock grants awarded to participants
in 2013 was approximately $4 .5 million . As of October 31,
2013, there was $13 .0 million of unamortized restricted
stock compensation related to non-vested restricted
stock grants awarded under the Plan . The remaining
unamortized expense is expected to be recognized over a
weighted average period of 4 .71 years . For the years ended
October 31, 2013, 2012 and 2011, amounts charged
to compensation expense totaled $4,073,000, $3,824,000
and $3,822,000, respectively .
29
Urstadt Biddle ProPerties inc. A summary of the status of the Company’s non-vested restricted stock awards as of October 31, 2013, and changes
during the year ended October 31, 2013 is presented below:
Non-vested at October 31, 2012
Granted
vested
Forfeited
Non-vested at October 31, 2013
Common Shares
Weighted-
Average
Grant Date
Fair value
$15 .33
$18 .30
$14 .87
—
$15 .88
Shares
1,473,400
175,950
(169,650)
—
1,479,700
Class A Common Shares
Weighted-
Average
Grant Date
Fair value
$16 .62
$19 .74
$18 .08
$19 .05
$17 .39
Shares
399,900
64,100
(58,850)
(1,000)
404,150
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 $145,000 in each of the three years
ended October 31, 2013, 2012 and 2011 . 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 .
(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 .
The Company calculates the fair value of the redeemable
noncontrolling interests based on either quoted market
prices on national exchanges or 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, 2013, 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 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 .”
30
notes to consolidated financial statements
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, 2013 and 2012 (amounts
in thousands):
Fair value Measurements at Reporting Date Using
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Total
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$ 96
$ 81
$11,843
$ 994
$ 55
$11,421
$ 96
$ —
$8,946
$ 994
$ —
$8,584
$—
$81
$—
$—
$55
$—
$ —
$ —
$2,897
$ —
$ —
$2,837
Fiscal Year Ended October 31, 2013
Assets:
Available for Sale Securities
Interest Rate Swap Agreement
Liabilities:
Redeemable noncontrolling interests
Fiscal Year Ended October 31, 2012
Assets:
Available for Sale Securities
Liabilities:
Interest Rate Swap Agreement
Redeemable noncontrolling interests
Fair market value measurements based upon Level 3
inputs changed from $2,824 at November 1, 2011 to $2,837
at October 31, 2012 as a result of a $13 increase in the
redemption value of the Company’s noncontrolling interest
in Ironbound in accordance with the application of ASC
Topic 810 . Fair market value measurements based upon
Level 3 inputs changed from $2,837 at November 1, 2012
to $2,897 at October 31, 2013 as a result of a $60 increase
in the redemption value of the Company’s noncontrolling
interest in Ironbound in accordance with the application
of ASC Topic 810 (see Note 9) .
Fair Value of Financial Instruments
The carrying values of cash and cash equivalents,
restricted cash, tenant receivables, prepaid expenses,
other assets, accounts payable and accrued expenses are
reasonable estimates of their fair values because of the
short-term nature of these instruments . The carrying value
of the revolving credit facility is deemed to be at fair value
since the outstanding debt is directly tied to monthly
LIBOR contracts . Mortgage notes payable that were
assumed in property acquisitions were recorded at their
fair value at the time they were assumed . Mortgage notes
payable are estimated to have a fair value of approximately
$155 million and $139 million at October 31, 2013 and
October 31, 2012, 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 . These
fair value measurements fall within level 2 of the fair
value hierarchy . When the Company acquires a property
it is required to fair value all of the assets and liabilities,
including intangible assets and liabilities, relating to the
properties in-place leases (see Note 3) . Those fair value
measurements fall within level 3 of the fair value hierarchy .
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 .
(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, 2013, the Company had commitments of
approximately $7 .5 million for tenant-related obligations .
31
Urstadt Biddle ProPerties inc.
(15) PRO FORMA FINANCIAL INFORMATION
(UNAUDITED)
The unaudited pro forma financial information set forth
below is based upon the Company’s historical consolidated
statements of income for the years ended October 31, 2013
and 2012 adjusted to give effect to the property acquisitions
completed in fiscal 2013 and fiscal 2014 (see Note 3), the
issuance of 2 .5 million Class A Common shares in fiscal
2012 and the issuance of Series F Preferred Stock in fiscal
2012 as though these transactions were completed on
November 1, 2011 . In addition the pro forma information
removes dividend income and gain on marketable
securities in fiscal 2013, as these amounts would not have
been earned by the Company had the properties described
in Note 3 been purchased as of November 1, 2011 .
The pro forma financial information is presented for
informational purposes only and may not be indicative of
what the actual results of operations would have been had
the transactions occurred as of the beginning of the year or
does it purport to represent the results of future operations
(amounts in thousands) .
Years Ended October 31,
2013
2012
$102,168
$100,791
Pro forma revenues
Pro forma income from continuing
operations
Pro forma income from continuing
operations applicable to Common
and Class A Common stockholders:
$ 28,942
$ 29,254
$ 9,142
$ 11,367
The following table summarizes the revenues and
income from continuing operating that is included in the
Company’s historical consolidated statement of income for
the year ended October 31, 2013 for the properties acquired
in fiscal 2013 as more fully described in Note 3 (amounts in
thousands) .
Revenues
Income from continuing operations
$2,708
$1,225
(16) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The unaudited quarterly results of operations for the years ended October 31, 2013 and 2012 are as follows (in
thousands, except per share data):
Revenues
Income from Continuing Operations
Net Income Attributable to
Urstadt Biddle Properties Inc .
Preferred Stock Dividends
Redemption of Preferred Stock
Net Income Applicable to Common
and Class A Common Stockholders
Year Ended October 31, 2013
Quarter Ended
Jan 31 Apr 30
$22,834
$23,737
$ 7,173
$ 6,814
July 31 Oct 31
$24,061
$23,613
$ 7,278
$ 7,840
$ 7,014
(3,961)
(3,759)
$ 7,421
(3,929)
(406)
$ 7,915
(3,606)
(68)
$ 7,445
(3,453)
—
Year Ended October 31, 2012
Quarter Ended
Jan 31 Apr 30
$22,298 $22,100 $22,672
$ 6,752 $ 6,408 $ 7,287
July 31 Oct 31
$22,660
$ 6,835
$ 7,037 $ 6,674 $ 7,495
(3,273)
—
(3,274)
—
(3,273)
—
$ 7,054
(3,447)
(2,027)
$ (706) $ 3,086
$ 4,241
$ 3,992
$ 3,764 $ 3,400 $ 4,222
$ 1,580
Per Share Data:
Net Income from Continuing Operations—Basic:
Class A Common Stock
Common Stock
$(.04)
$(.03)
$.09
$.08
Net Income from Continuing Operations—Diluted:
Class A Common Stock
Common Stock
$(.04)
$(.03)
$.09
$.08
$.13
$.12
$.13
$.11
$.12
$.11
$.12
$.11
$ .12
$ .11
$ .12
$ .11
$ .11
$ .10
$ .11
$ .10
$ .14
$ .13
$ .14
$ .13
$ .04
$ .04
$ .04
$ .04
Amounts may not equal previously reported results due to reclassification between income from continuing operations
and income from discontinued operations .
Amounts may not equal full year results due to rounding .
32
notes to consolidated financial statements
(17) SUBSEQUENT EvENTS
On December 12, 2013, the Board of Directors of the Company declared cash dividends of $ .225 for each share of
Common Stock and $ .2525 for each share of Class A Common Stock . The dividends are payable on January 17, 2014 to
stockholders of record on January 3, 2014 . The Board of Directors also ratified the actions of the Company’s compensation
committee authorizing awards of 152,000 shares of Common Stock and 78,900 shares of Class A Common Stock to certain
key officers and directors of the Company on January 2, 2014 pursuant to the Company’s restricted stock plan . The fair
value of the shares awarded totaling $3 .8 million will be charged to expense over the respective vesting periods .
In November 2013, a wholly owned subsidiary of the Company entered into contracts with an unaffiliated solar power
development company to install seven solar power systems on portions of the roofs of five shopping center properties
that the Company owns in Connecticut . The total cost of the project will be approximately $2 .5 million . These systems
will produce a portion of the power used in the common areas of these shopping centers . In addition, the Company’s
wholly owned subsidiary will receive cash payments for power produced by the systems under a program sponsored
by the state of Connecticut . The installations will be funded with a combination of available cash, federal tax grants and
vendor financing .
33
Urstadt Biddle ProPerties inc.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, 2013 and 2012 and the related consolidated statements of income, comprehensive income,
stockholders’ equity, and cash flows for each of the three years in the period ended October 31, 2013 . 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, 2013 and 2012, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended October 31, 2013, 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, 2013 based on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (1992) and our report dated January 10, 2014 expressed an unqualified opinion thereon .
New York, New York
January 10, 2014
PKF O’Connor Davies
A division of O’Connor Davies, LLP
34
notes to consolidated financial statements
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, 2013, the Company owned or
had equity interests in 66 properties containing a total
of 5 .1 million square feet of GLA of which approximately
92% was leased . Included in the 66 properties are
equity interests in five unconsolidated joint ventures at
October 31, 2013 . These joint ventures were approximately
96% leased . The Company has paid quarterly dividends
to its shareholders continuously since its founding in 1969
and has increased the level of dividend payments to its
shareholders for 20 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
2014, expects that it may continue to experience a higher
level of vacancies, relative to the Company’s historical
norm, at some of its shopping centers and a lengthening
in the time required for re-leasing of vacant space, as the
current economic climate continues to negatively affect
retail companies . however, the Company believes it is well
positioned to weather any difficulties it might encounter .
The Company currently has 411,000 square feet of vacant
space in its core property portfolio . Of this vacant space,
176,000 square feet, or 43% of the Company’s vacant space
in its core property portfolio, is located in two properties
that have been more difficult to lease or are in various
stages of redevelopment . One of the properties is an
189,000 sf property with 66,000 sf vacant and we are in the
process of obtaining a zoning change on the property to
allow for a higher and better use that we feel will increase
the value of the property . We expect to have the new
zoning approved in fiscal 2014 . The second property is a
200,000 sf shopping center with 110,000 sf vacant . Of this
vacant space, 84,000 sf is below-grade space . The Company
is in the process of converting this space to a self-storage
use and expects the lease-up of the self-storage to take
between 24-48 months from completion of the conversion .
The Company has a strong capital structure and does
not have any secured debt maturing until August 2015 .
Consistent with its business strategy, the Company
expects to continue to explore acquisition opportunities
that may arise .
Primarily as a result of property acquisitions in fiscal
2012 and 2013, the Company’s financial data, excluding
the one-time lease termination income in fiscal 2011,
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 .
35
Urstadt Biddle ProPerties inc. 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 underperforming properties
and re-deploy the proceeds into properties located in
the northeast region
• Increase property values by aggressively marketing
available GLA and renewing existing leases
•Renovate, reconfigure or expand existing properties
to meet the needs of existing or new tenants
• Negotiate and sign leases which provide for regular
or fixed contractual increases to minimum rents
• Control property operating and administrative costs
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are those that are both
important to the presentation of the Company’s
financial condition and results of operations and require
management’s most difficult, complex or subjective
judgments . Set forth below is a summary of the accounting
policies that management believes are critical to the
preparation of the consolidated financial statements . This
summary should be read in conjunction with the more
complete discussion of the Company’s accounting policies
included in Note 1 to the consolidated financial statements
of the Company .
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 . 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
36
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 . Gains or losses on
disposition of properties are recorded when the criteria
for recognizing such gains or losses under accounting
principles generally accepted in the United States of
America (“GAAP”) have been met .
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 are subject to revision as these factors
change and are 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 .
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
ManageMent’s Discussion anD analysis of financial conDition anD Results of opeRationsestimates 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, 2013 .
LIQUIDITY AND CAPITAL RESOURCES
In October 2012, the Company completed two equity
offerings and raised approximately $173 million in capital .
Through October 31, 2013, the Company has used the
proceeds in connection with the following:
• $16.3 million to repay outstanding variable rate and
fixed rate mortgage debt that matured
• $40.6 million in connection with the repurchase of a
portion of the Company’s Series C Senior Cumulative
Preferred Stock
• $63 million for the redemption of all of its outstanding
Series E Senior Cumulative Preferred Stock
• $58.4 million to purchase income producing
commercial real estate .
See Notes 3, 7, 8, 10 and 11 included in the Company’s
financial statements included in this report for more
information .
At October 31, 2013, the Company had unrestricted
cash and cash equivalents of $2 .9 million compared to
$78 .1 million at October 31, 2012 . The Company’s sources
of liquidity and capital resources include its cash and
cash equivalents, proceeds from bank borrowings and
long-term mortgage debt, capital financings and sales
of real estate investments . Payments of expenses related
to real estate operations, debt service, management
and professional fees, and dividend requirements place
demands on the Company’s short-term liquidity .
The Company maintains a very conservative capital
structure with low leverage levels by commercial real
estate standards . As a result of this low leverage level,
the Company has been able to avoid the balance sheet
recapitalizations that many other commercial real estate
companies have had to undertake during the recent down-
turn in the economy . The Company maintains a ratio of
total debt to total assets below 27% and a very strong fixed
charge coverage ratio of over 2 .2 to 1, which we believe
will allow the Company to obtain additional secured
mortgage borrowings if necessary . The Company does not
have any fixed rate debt coming due until fiscal 2015 and
has 44 properties in its consolidated core portfolio that are
not encumbered by secured mortgage debt . At October 31,
2013, the Company had loan availability of $70 .75 million
on its unsecured revolving line of credit .
The Company is currently experiencing a reduction
of rental revenues at some of the Company’s properties
because of tenant vacancies . Until these vacancies are re-
leased and new tenants begin to pay rent, the Company’s
cash flow will continue to be negatively affected . Although
the Company does not anticipate having to reduce its
dividend on common stock, and has no plans to do so,
a further significant decline in rental revenue, without
a corresponding reduction in expenses, could lead the
Company to conclude that it should reduce its common
stock dividend until the dividend payout ratio returns to
more conservative levels .
37
Urstadt Biddle ProPerties inc.
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 2014 and
to meet its dividend requirements necessary to maintain
its REIT status . In fiscal 2013, 2012 and 2011, net cash
flow provided by operations amounted to $51 .0 million,
$52 .5 million and $46 .5 million, respectively . Cash
dividends paid on common and preferred shares increased
to $46 .6 million in fiscal 2013 compared to $42 .6 million
in fiscal 2012 and $41 .3 million in fiscal 2011 .
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
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 . Over the last several
years, the entire retail commercial real estate industry has
seen increased competition from Internet commerce,
which has made it more difficult for certain types of “brick
and mortar” businesses to compete, the result of which
has been to reduce the tenant pool for retail commercial
real estate owners like us . The Company is aware of this
threat and at this point does not believe it is material, but
continues to monitor it . If Internet commerce continues to
erode the need for traditional retail stores it could make it
more difficult for the Company to lease available space and
the Company’s future cash flow could be adversely affected .
38
Net cash flows from:
Operating Activities
Net cash flows provided by operating activities
amounted to $51 .0 million in fiscal 2013, compared to
$52 .5 million in fiscal 2012, and $46 .5 million in fiscal 2011 .
The changes in operating cash flows were primarily the
result of:
Decrease from fiscal 2012 to fiscal 2013:
Predominantly caused by a decrease in accounts
receivable collected and an increase in restricted cash
related to new escrow accounts related to mortgages
assumed with new property acquisitions in fiscal
2013 offset by the addition of the net operating results
of the Company’s acquired properties in fiscal 2012
and fiscal 2013 .
Increase from fiscal 2011 to fiscal 2012:
The addition of the net operating results of the
Company’s acquired properties in fiscal 2011 and fiscal
2012 and the collection of tenant receivables related
to common area maintenance and real estate tax
reimbursements by tenants .
Investing Activities
Net cash flows used in investing activities was $49 .6
million in fiscal 2013, $10 .8 million in fiscal 2012 and $42 .4
million in fiscal 2011 . The change in investing cash flows
was primarily the result of:
Increase in cash used from fiscal 2012 to fiscal 2013:
The Company acquiring 11 properties in fiscal 2013
requiring $58 .4 million in equity versus acquiring two
properties in fiscal 2012 that required only $5 .4 million
in equity . In addition, the Company has deposits of
$3 .3 million in fiscal 2013 to purchase additional
commercial real estate . The Company also is in the process
of re-tenanting two shopping centers . As a result, the
Company has expended $10 .1 million on improvements
to its properties in fiscal 2013 versus only $6 .5 million in
fiscal 2012 . This increase in cash used by investing activities
was partially offset by proceeds in the amount of $4 .5
million from the sale of one of the Company’s properties
and by the proceeds from the sale of marketable securities
at a gain in fiscal 2013 .
Decrease in cash used from fiscal 2011 to fiscal 2012:
The Company acquiring only two properties requiring
$5 .4 million in equity in fiscal 2012 versus acquisitions
requiring $33 .7 million in equity (including the purchase
of noncontrolling interests) in fiscal 2011 .
The Company regularly makes capital investments
in its properties for property improvements, tenant
improvements costs and leasing commissions .
ManageMent’s Discussion anD analysis of financial conDition anD Results of opeRations
Financing Activities
Net cash flows used by financing activities amounted
to $76 .5 million in fiscal 2013 as compared with net cash
provided by financing activities in the amount of $31 .8
million in fiscal 2012 and net cash used by financing
activities of $15 .3 million in fiscal 2011 . The change in net
cash provided (used) by financing activities was primarily
attributable to:
Cash generated:
Fiscal 2013: (Total $39.9 million)
• Proceeds from revolving credit line borrowings of
$38 .4 million .
• Return of escrow deposit of $1.3 million.
Fiscal 2012: (Total $259.1 million)
• Proceeds from revolving credit line borrowings for
property acquisitions in the amount of $58 .0 million .
• Proceeds from mortgaging a previously unencumbered
property in amount of $28 .0 million .
• Proceeds from the sale of 2.5 million shares of Class A
Common stock in a follow-on public offering .
• Proceeds from the sale of 5.175 million shares of a new
series of redeemable Preferred Stock (Series F) in a
public offering .
Fiscal 2011: (Total $32.5 million)
• Proceeds from revolving credit line borrowings for
property acquisitions in the amount of $30 .3 million .
Cash used:
Fiscal 2013: (Total $116.3 million)
• Dividends to shareholders in the amount of $46.6
million .
• Repayment of mortgage notes payable in the amount
of $6 .6 million .
• Repayment of revolving credit line borrowings in the
amount of $40 .7 million .
• Repurchase of shares of the Company’s Series C
Senior Cumulative Preferred Stock in the amount of
$22 .4 million .
Fiscal 2012: (Total $227.2 million)
• Dividends to shareholders in the amount of
$42 .6 million .
• Repayment of mortgage notes payable in the amount
of $15 .0 million .
• Repayment of revolving credit line borrowings in the
amount of $88 .3 million .
• Repurchase of shares of the Company’s Series C and
redemption of all of the Series E Senior Cumulative
Preferred Stock in the combined amount of $81 million .
Fiscal 2011: (Total $47.9 million)
• Dividends to shareholders in the amount of
$41 .3 million .
• Repayment of mortgage notes payable in the amount
of $6 .6 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 the future to raise cash will be
dependent upon market conditions at the time of sale .
Financings and Debt
The Company has an $80 million Unsecured Revolving
Credit Facility (the “Facility”) with a syndicate of
four banks led by The Bank of New York Mellon, as
administrative agent . The syndicate also includes Wells
Fargo Bank N .A . (syndication agent), Bank of Montreal
and Regions Bank (co-documentation agents) . The Facility
gives the Company the option, under certain conditions,
to increase the Facility’s borrowing capacity up to $125
million . The maturity date of the Facility is September 21,
2016 with a one-year extension 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 Eurodollar rate
plus 1 .5% to 2 .0% or The Bank of New York Mellon’s
prime lending rate plus 0 .50% based on consolidated
indebtedness, as defined . The Company will pay an annual
fee on the unused commitment amount of up to 0 .25% to
0 .35% 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
39
Urstadt Biddle ProPerties inc.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, 2013 .
During fiscal 2013, the Company borrowed a total of
$9 .25 million on its Facility to fund a portion of its equity
for property acquisitions and capital improvements
to its properties . In a prior year, the Company had
borrowed $11 .6 million on its Facility to loan to one of its
unconsolidated joint ventures . In fiscal 2013 the loan was
repaid and the Company in-turn repaid the $11 .6 million
borrowed under the Facility .
During fiscal 2013, the Company, through a wholly
owned subsidiary assumed an existing first mortgage
loan encumbering two properties recently acquired
in Greenwich, CT (“the Greenwich Properties”) at its
estimated fair value of $8 .3 million . The mortgage loan
requires monthly payments of principal and interest at
a fixed rate of 4 .0% per annum . The mortgage matures
in August 2016 .
During fiscal 2013, the Company, through a wholly
owned subsidiary, assumed a first mortgage loan
encumbering a property located in New Providence, NJ
(“the New Providence Property”) at its estimated fair
value of $21 .3 million . The mortgage loan requires monthly
payments of principal and interest at the fixed rate of 4 .0%
per annum . The mortgage matures in January 2022 .
In June of fiscal 2013, the Company repaid, at maturity
its first mortgage payable secured by its veteran’s Plaza
property in the amount of $3 .2 million .
In October 2012, the Company repaid its first mortgage
payable secured by its New Milford property in the
amount of $8 .3 million .
In August 2012, a wholly owned subsidiary of the
Company completed the installation of a solar power
system (the “Ferry System”) at the Company’s Ferry Plaza
Shopping Center in Newark, New Jersey at a total cost
of approximately $1 .7 million . The subsidiary of the
Company financed a portion of the project with a loan in
the amount of $1 .1 million from The Public Service Electric
and Gas Company of New Jersey (“PSE&G”), through
PSE&G’s “Solar Loan Program II .” The loan requires
monthly payments of principal and interest at 11 .3% per
annum through its maturity date of August 31, 2027 . The
subsidiary of the Company has the option of repaying all
or part of the PSE&G loan, including interest, with Solar
Renewable Energy Credits (“SREC’s”) that are expected
to be generated by the Ferry System . The remaining cost
of the Ferry System was funded by a renewable energy
grant from the federal government .
40
In March 2012, the Company assumed a first mortgage
payable in the amount of $7 .4 million in conjunction with
its investment in UB Orangeburg, LLC (“Orangeburg”) .
Subsequent to the assumption, Orangeburg extended the
loan with the current lender for an additional five years at
an interest rate of 2 .78% . The loan now matures in October
2017 . The operating agreement for Orangeburg requires
that the loan be refinanced and not repaid at maturity .
In February 2012, the Company borrowed $28 million
by placing a non-recourse first mortgage on one of its
unencumbered properties . The loan is for a term of ten
years and will require payments of principal and interest
based on a thirty-year amortization schedule at the fixed
interest rate of 4 .85% . The proceeds of the loan were used
to repay approximately $28 million in borrowing on the
Company’s Facility .
In December 2011 (fiscal 2012), the Company, through
a wholly owned subsidiary, assumed a first mortgage
payable secured by its Eastchester Plaza property with
an estimated fair value of approximately of $3 .6 million .
The mortgage matured in April 2012 and was repaid .
In fiscal 2011, the Company borrowed a total of $25 .5
million on its Facility to fund its equity in two property
acquisitions, its additional investment in UB Ironbound,
L .P ., and capital and tenant improvements relating to some
of its properties .
In fiscal 2011, the Company borrowed $800,000 on
the Facility to fund an additional debt investment in the
Midway Shopping Center L .P ., which the partnership used
to fund tenant improvements .
In fiscal 2011, the Company, through a wholly owned
subsidiary, assumed a first mortgage payable with an
estimated fair value of approximately $5 .0 million in
conjunction with its purchase of the Fairfield Plaza
Shopping Center . The mortgage requires payments of
principal and interest at a fixed rate of interest of 5 .0%
with a maturity of August 2015 .
In fiscal 2011, the Company repaid, at maturity, its
first mortgage payable secured by its Carmel, New York
property in the amount of $4 .0 million .
During fiscal 2011, a wholly owned subsidiary of
the Company completed the installation of a solar power
system (the “Emerson System”) at the Company’s
Emerson Shopping Center in Emerson, New Jersey at a
total cost of approximately $1 .2 million . The subsidiary of
the Company financed a portion of the project with a loan
in the amount of $819,000 from PSE&G, through PSE&G’s
“Solar Loan Program II .” The loan requires monthly
payments of principal and interest at 11 .3% per annum
through its maturity date of May 31, 2026 . The subsidiary
of the Company has the option of repaying all or part of
the PSE&G loan, including interest, with SREC’s that are
expected to be generated by the Emerson System . Most
of the remaining cost of the Emerson System was funded
by a renewable energy grant from the federal government .
ManageMent’s Discussion anD analysis of financial conDition anD Results of opeRations
During fiscal 2011, a wholly owned subsidiary of the
Company completed the installation of a solar power
system (the “valley Ridge System”) at the Company’s valley
Ridge Shopping Center in Wayne, New Jersey at a total
cost of approximately $1 .1 million . In conjunction with the
solar installation the subsidiary of the Company financed a
portion of the project with a loan in the amount of $726,000
from PSE&G, through PSE&G’s “Solar Loan Program
I” . The loan requires monthly payments of principal and
interest at 11 .11% per annum through its maturity date of
January 31, 2026 . The subsidiary of the Company has the
option of repaying all or part of the PSE&G loan, including
interest, with SREC’s that are expected to be generated by
the valley Ridge System . Most of the remaining cost of the
valley Ridge System was funded by a renewable energy
grant from the federal government .
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 and other loans in
the amount of $166 .2 million consist of fixed rate mortgage
loan indebtedness with a weighted average interest rate of
5 .3% at October 31, 2013 . The mortgage loans are secured
by 14 properties with a net book value of $260 million and
have fixed rates of interest ranging from 2 .8% to 11 .3% .
The Company made principal payments of $6 .6 million
(including the repayment of $3 .2 million in mortgages
that matured) in fiscal 2013 compared to $15 .0 million
(including the repayment of $11 .8 million in mortgages that
matured) in fiscal 2012 and $6 .6 million (including the
repayment of $4 .0 million in mortgages that matured) in
fiscal 2011 . The Company may refinance its mortgage loans,
at or prior to scheduled maturity, through replacement
mortgage loans . The ability to do so, however, is dependent
upon various factors, including the income level of the
properties, interest rates and credit conditions within
the commercial real estate market . Accordingly, there can
be no assurance that such refinancings can be achieved .
Contractual Obligations
The Company’s contractual payment obligations as of October 31, 2013 were as follows (amounts in thousands):
Mortgage notes payable
Interest on mortgage
notes payable
Revolving Credit Lines
Tenant obligations*
Total Contractual
Obligations
Payments Due by Period
Total
$166,246
2014
$ 3,815
2015
$ 8,469
2016
$11,261
2017
$53,326
46,177
9,250
7,534
8,830
—
7,473
8,598
—
61
8,253
—
—
5,871
9,250
—
2018
$2,713
4,933
—
—
There-
after
$86,662
9,692
—
—
$229,207
$20,118
$17,128
$19,514
$68,447
$7,646
$96,354
*Committed tenant-related obligations based on executed leases as of October 31, 2013 .
The Company has various standing or renewable service
contracts with vendors related to its property management .
In addition, the Company also has certain other utility
contracts entered into in the ordinary course of business
which may extend beyond one year, which vary based
on usage . These contracts include terms that provide for
cancellation with insignificant or no cancellation penalties .
Contract terms are generally one year or less .
Off-Balance Sheet Arrangements
The Company has five off-balance sheet investments
in real estate property including a 66 .67% equity interest
in the Putnam Plaza shopping center, an 11 .642% equity
interest in the Midway Shopping Center L .P ., a 50%
equity interest in the Chestnut Ridge Shopping Center
(“Chestnut”) and Plaza 59 Shopping Centers (“Plaza 59”)
and a 20% economic interest in a partnership that owns a
retail real estate investment . These unconsolidated joint
ventures are accounted for under the equity method of
accounting as we have the ability to exercise significant
influence over, 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” in the Company’s financial statements
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 2013,
41
Urstadt Biddle ProPerties inc.
the Company paid approximately $9 .5 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 $7 .5 million for anticipated capital
and tenant improvements and leasing costs in fiscal 2014 .
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 .
Properties under contract to purchase
In October 2013, the Company entered into a contract
to purchase, for $9 million, a retail property located in the
Company’s core marketplace . In conjunction with entering
into the contract, the Company made a $450,000 deposit on
the purchase . The Company completed the purchase of this
property in January 2014 .
In the fourth quarter of fiscal 2013, the Company
entered into an agreement to purchase a 50% undivided
interest in two retail properties located in the Company’s
core marketplace . In conjunction with entering into the
contract, the Company made a $1 .0 million deposit on
the purchase . Subsequent to entering into the agreement,
the Company and the prospective owner of the other 50%
undivided interest in the property collectively entered into a
commitment with a lender to place a first mortgage payable
on the property in the amount of $14 million . The closing of
the mortgage is expected to occur simultaneously with the
closing of the property sometime in fiscal 2014 . In addition,
in September 2013, the Company made an unsecured loan
to the other prospective owner in the amount of $1 .2 million .
The entire unsecured loan along with interest at LIBOR plus
2 .00% is due in March 2014 .
In August 2013, the Company entered into a contract
to purchase, for $18 .4 million, a retail shopping center in
the Company’s core marketplace . The acquisition requires
the assumption of an existing mortgage in the amount of
$7 .8 million . The mortgage matures in September 2022 . In
conjunction with entering into the contract, the Company
placed a deposit of $917,500 with the seller . The Company
completed the purchase of this property in December 2013 .
In July 2013, the Company entered into a contract to
purchase, for $11 .0 million, a retail shopping center in the
Company’s core marketplace . The acquisition is subject
to the assumption of an existing first mortgage loan in the
amount of $7 .7 million . The mortgage matures in August
2016 . In conjunction with entering into the contract, the
Company placed a deposit of $400,000 with the seller .
The Company completed the purchase of this property
in December of 2013 .
The Company plans on funding its equity needed
to close the above transactions with available cash,
borrowings on its Facility, or proceeds from the sale of its
two non-core properties that were sold in December 2013 .
Completed acquisitions
In May 2013, the Company, through a wholly owned
subsidiary, purchased two retail properties located in
Greenwich, Connecticut for $18 .0 million . In conjunction
with the purchase, the Company assumed an existing
first mortgage loan encumbering the properties at its
estimated fair value of $8 .3 million . The mortgage matures
in August 2016 .
In May 2013, the Company, through a wholly owned
subsidiary, purchased a retail shopping center located
in New Providence, New Jersey for $34 .9 million . In
connection with the purchase, the Company assumed
a first mortgage loan encumbering the property at its
estimated fair value of $21 .3 million . The mortgage
matures in January 2022 .
In January and March 2013, the Company purchased
six free standing net leased properties located in the
Company’s core marketplace with a combined GLA of
20,200 square feet . The gross purchase price of the six
properties was $7 .8 million .
In December 2012, subsidiaries of the Company
purchased two suburban office buildings located in the
Company’s core marketplace with a combined GLA of
23,500 square feet . The gross purchase price of the two
properties was $6 .5 million .
In December 2012, the Company, through two wholly
owned subsidiaries, purchased a 50% undivided equity
interest in the Chestnut Ridge Shopping Center located
in Montvale, New Jersey and the Plaza 59 Shopping
Center located in Spring valley, New York for a combined
investment of approximately $18 million . The Company
accounts for its investment in Chestnut and Plaza 59
under the equity method of accounting since it exercises
significant influence, but does not control the ventures .
The other venturer in both properties has substantial
participation rights in the financial decisions and operation
of the property, which preclude the Company from
consolidating the investment .
In March 2012, the Company acquired an approximate
2% interest in Orangeburg, a newly formed limited liability
company in which the Company is the sole managing
member . Orangeburg acquired, by contribution, a 74,000
square foot shopping center in Orangeburg, New York, at
its estimated fair value of $16 .0 million and the assumption
of an existing first mortgage loan on the property at its
42
ManageMent’s Discussion anD analysis of financial conDition anD Results of opeRationsestimated fair value of $7 .4 million bearing interest at a
fixed rate of 2 .04% (6 .19% contractual rate) . The Company’s
net investment in Orangeburg amounted to $186,000 .
The other member (non-managing) of Orangeburg is the
prior owner of the contributed property who, in exchange
for contributing the net assets of the property, received
units of Orangeburg equal to the value of the contributed
property less the value of the assigned first mortgage
payable . The Orangeburg operating agreement provides
for the non-managing member to receive an annual cash
distribution equal to the regular quarterly cash distribution
declared by the Company for one share of the Company’s
Class A Common stock, which amount is attributable
to each unit of Orangeburg ownership . The annual cash
distribution will be paid from available cash, as defined,
of Orangeburg . If there is an available cash shortfall, the
managing member must contribute or loan additional
capital to fund the non-managing member’s required cash
distribution . The balance of available cash, if any, is fully
distributable to the Company . Upon liquidation, proceeds
from the sale of Orangeburg assets are to be distributed in
accordance with operating agreement . The non-managing
member is not obligated to make any additional capital
contributions to the partnership . Orangeburg has a defined
termination date of December 31, 2097 . Since the purchase
of this investment the Company has made additional
investments in the amount of $881,000 in Orangeburg, and
as a result, as of October 31, 2013 its ownership percentage
has increased from 2% to 10 .9% .
In December 2011, a subsidiary of the Company acquired
the Eastchester Plaza Shopping Center in the Town of
Eastchester, Westchester County, New York for a purchase
price of $9 million . In connection with the purchase, the
Company assumed a first mortgage encumbering the
property at its estimated fair value of $3 .6 million . The
mortgage matured in April 2012 and was repaid .
In October 2011, a wholly owned subsidiary of the Company
purchased an additional 82,081 limited partnership units (of
the 224,257 outstanding limited partnership units prior to
the purchase) or 9 .23% of the total outstanding partnership
units of the limited partnership that owns the Ferry Plaza
property . As a result of the purchase, the Company or
wholly owned subsidiaries of the Company now owns
84 .02% of the Partnership .
In October 2011, the Company, through a wholly owned
subsidiary, completed the purchase of the Fairfield Centre
Shopping Center in Fairfield, Connecticut for a purchase
price of $17 .0 million .
In April 2011, the Company, through a wholly owned
subsidiary, completed the purchase of the Fairfield Plaza
Shopping Center, in New Milford, Connecticut for a
purchase price of $10 .8 million, subject to an existing first
mortgage secured by the property at its estimated fair
value of approximately $5 .0 million .
In December 2010 and January 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 now has a 100% ownership
interest in the property .
In December 2010, the Company reached a lease
termination settlement (“Settlement”) with a former tenant
in its Meriden shopping center in Meriden, Connecticut .
In accordance with the Settlement agreement, the prior
tenant was released from all its obligations under the
aforementioned lease in exchange for a settlement payment
to the Company . The Settlement agreement provides that
the former tenant will pay the Company $3 .3 million in
41 equal monthly payments of $80,000 and one final
monthly payment of $20,000 without interest beginning
on January 1, 2011 . The Company has recorded the lease
termination in the consolidated statement of income for
the fiscal year ended October 31, 2011 in the amount of
$2,988,000, which amount represents the present value of
the 42 payments due to the Company under the Settlement
agreement at a discount rate of 5 .75% per annum . The
Company will record the remaining $312,000 as interest
income over the remaining payment term though June 1,
2014 in accordance with the effective yield method .
NON-CORE PROPERTIES
In a prior year, the Company’s Board of Directors
expanded and refined the strategic objectives of the
Company to refocus its real estate portfolio into one of
self-managed retail properties located in the northeast
and authorized the sale of the Company’s non-core
properties in the normal course of business over a period
of years . At October 31, 2013, the Company’s current
non-core properties consisted of two distribution service
facilities (both of which are located outside of the northeast
region of the United States) with a net book value of
approximately $530,000 .
In June 2013, the Company extended the leases on both
non-core properties ten years through January 2023 . Net
rents on the St . Louis property (192,000 sf) were decreased
to $3 .00 per square foot in year one of the extension
versus $3 .41 per square foot previously . The extended
lease provides for 2% annual rent increases in years two
through ten . Net rents on the Dallas property (255,000
sf) were decreased to $2 .75 per square foot in year one
of the extension versus $3 .70 per square foot previously .
The extended lease provides for 2% annual rent increases
in years two through ten . The effective date of both
extensions was February 1, 2013 . Currently the properties
are used as parts distribution facilities for the parts and
service division of Chrysler Group LLC .
43
Urstadt Biddle ProPerties inc.
In August 2013, the Company entered into a contract
to sell both distribution service facilities . The sale of the
properties, in the amount of $14 .75 million, closed on
December 11, 2013 . The Company plans on reinvesting the
proceeds from the sale in commercial real estate located in
its core marketplace .
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 GAAP) excluding gains or losses from
sales of property, plus real estate-related depreciation and
amortization and after adjustments for unconsolidated
joint ventures .
Management considers FFO a meaningful, additional
measure of operating performance because it primarily
excludes the assumption that the value of its real estate
assets diminishes predictably over time and industry
analysts have accepted it as a performance measure . FFO is
presented to assist investors in analyzing the performance
of the Company . It is helpful as it excludes various items
included in net income that are not indicative of the
Company’s operating performance, such as gains (or losses)
from sales of property and depreciation and amortization .
however, FFO:
• does not represent cash flows from operating activities
in accordance with GAAP (which, unlike FFO,
generally reflects all cash effects of transactions and
other events in the determination of net income); 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
44
Stockholders in accordance with GAAP to FFO for each
of the three years in the period ended October 31, 2013
(amounts in thousands):
Year Ended October 31,
2013
2012
2011
Net Income Applicable to
Common and Class A
Common Stockholders
Real property depreciation
Amortization of tenant
$ 10,613
$ 12,966
$ 18,549
14,147
13,277
12,258
improvements and allowances
2,957
2,875
2,440
Amortization of deferred
leasing costs
Depreciation and amortization
on discontinued operations
Depreciation and amortization on
unconsolidated joint ventures
Loss on sale of asset
593
47
974
175
426
84
911
88
471
80
655
—
Funds from Operations Applicable
to Common and Class A
Common Stockholders
$ 29,506
$ 30,627
$ 34,453
Net Cash Provided by (Used in):
Operating Activities
Investing Activities
Financing Activities
$ 50,952
$ 46,548
$ 52,504
$(49,631) $(10,778) $(42,351)
$(76,468) $ 31,837
$(15,343)
FFO amounted to $29 .51 million in fiscal 2013
compared to $30 .63 million in fiscal 2012 and $34 .45
million in fiscal 2011 .
The net decrease in FFO in fiscal 2013, when compared
with fiscal 2012 is predominantly attributable, among
other things, to a) the Company incurring $4 .2 million
in one-time preferred stock redemption charges in fiscal
2013 versus only $2 .0 million in fiscal 2012; b) an increase
of $1 .1 million in preferred stock dividends mainly the
result of the Company issuing a new preferred stock
series in October 2012 in advance of being able to redeem
its Series C Preferred Stock series; and c) a $666,000
increase in general and administration expense primarily
the result of increased compensation and benefits related
to additional staffing, and an increase in restricted stock
amortization as a result of new tranches of shares being
valued at a considerably higher stock price than fully
amortized tranches, and an increase in legal fees relating
to its redemption of its Series C Cumulative Preferred
Stock in May of 2013; offset by: d) an increase from the
net operating income (including investments accounted
for by the equity method of accounting) relating to
property acquisitions in the second half of fiscal 2012 and
fiscal 2013; e) an increase in interest, dividends and other
investment income as a result of the Company investing,
at the beginning of fiscal 2013, approximately $27
million of proceeds from its completed stock offerings in
October 2012 in fixed income marketable securities; and
f) the Company recording a gain on sale of marketable
securities in the amount of $1 .5 million that was realized
ManageMent’s Discussion anD analysis of financial conDition anD Results of opeRations
when the Company sold the above mentioned marketable
securities in fiscal 2013 .
The net decrease in FFO in fiscal 2012, when compared
with fiscal 2011 is predominantly attributable, among
other things, to: a) the Company recording a one-time
$2 .99 million lease termination income relating to one
tenant in the Company’s Meriden, Connecticut shopping
center in fiscal 2011; b) the Company incurring
preferred stock redemption charges in fiscal 2012 of
$2 .0 million; offset by c) an increase from the net
operating income relating to property acquisitions in
fiscal 2011 and 2012 and d) an increase in net operating
income provided by normal base rent increases for
leases in the Company’s portfolio .
RESULTS OF OPERATIONS
Fiscal 2013 vs. Fiscal 2012
The following information summarizes the Company’s results of operations for the years ended October 31, 2013
and 2012 (amounts in thousands):
Revenues
Base rents
Recoveries from tenants
Mortgage interest and other
Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
Year Ended
October 31,
2013
2012
$69,094
22,594
2,343
$66,878
20,603
2,160
17,471
15,524
17,769
8,211
14,200
15,114
16,637
7,545
Increase
%
(Decrease) Change Acquisitions
Change Attributable to:
Property Properties held
In Both Periods
$2,216
1,991
183
3,271
410
1,132
666
3 .3%
9 .7%
8 .5%
23 .0%
2 .7%
6 .8%
8 .8%
$2,623
595
(134)
488
513
801
n/a
620
n/a
$ (407)
1,396
317
2,783
(103)
331
n/a
(674)
n/a
Non-Operating Income/Expense
Interest expense
Interest, dividends, and other investment income
9,094
1,345
9,148
892
(54)
453
(0 .6)%
50 .8%
Revenues:
Base rents increased by 3 .3% to $69 .1 million in fiscal
2013 as compared with $66 .9 million in the comparable
period of 2012 . The increase in base rents and the changes
in other income statement line items were attributable to:
Property Acquisitions:
In fiscal 2012 and fiscal 2013, the Company purchased
eleven properties totaling approximately 177,000
square feet of GLA . These properties accounted for
all of the revenue and expense changes attributable to
property acquisitions during fiscal 2013 . In addition, the
Company purchased a 50% equity interest in two other
properties that it accounts for under the equity method of
accounting . These two properties are not included in any
of the variance analysis presented above .
Properties Held in Both Periods:
The net decrease in base rents for properties held
during fiscal 2013 when compared to the same period in
fiscal 2012 was a result of an increase in bad debt expense
of $293,000 and a decrease in straight-line rent in the
amount of $593,000, both of which is included in base rent
in the consolidated statement of income; actual base
rents billed to tenants for properties held in the fiscal
year ended 2013 when compared with the corresponding
prior period increased by $430,000 as result of normal
rent increases in the portfolio and the base rent additions
caused by new leasing in excess of tenant vacancies .
In fiscal 2013, the Company leased or renewed
approximately 1 .23 million square feet (or approximately
26 .7% of total consolidated property leasable area) at a
combined average per square foot increase of 0 .79% . At
October 31, 2013, the Company’s core properties were
approximately 90 .1% leased, an increase of 0 .97% from
the end of fiscal 2012 .
For the fiscal year ended October 31, 2013, recoveries
from tenants for properties owned in both periods
(which represent reimbursements from tenants for
operating expenses and property taxes) increased by a
net $1 .4 million . This net increase was a result of higher
operating expenses at its properties held in both periods
due predominantly to an increase in expenses relating to
parking lots, building roofs and building repairs .
Interest, dividends and other investment income
increased in the fiscal year ended October 31, 2013 when
compared to the corresponding period in the prior year
by $453,000, predominantly as a result of the Company
investing approximately $27 million of the proceeds from
45
Urstadt Biddle ProPerties inc.
its two equity offerings completed in October 2012 in
income producing securities for the first six months of
fiscal 2013 .
Expenses:
Property operating expenses for properties held in both
fiscal year 2013 and 2012 increased by $2 .78 million as a
result of an increase in expenses relating to the parking
lots, building roofs and building repairs .
Real estate taxes for properties held in both periods
were relatively unchanged .
Interest expense for properties held in the fiscal year
ended October 31, 2013 when compared to the
corresponding prior period decreased by $674,000 as a
result of the Company having $22 million outstanding on
its unsecured line of credit in last year’s second and third
quarter and no borrowings in this year’s first and second
quarter and only $4 million outstanding through three
quarters and $9 .25 million outstanding at October 31,
2013; coupled with the Company repaying one mortgage
in fiscal 2013 when that mortgage matured .
Depreciation and amortization expense from properties
held in the fiscal year ended October 31, 2013 when
compared to the corresponding prior period increased
by $331,000 as a result of some tenant improvement
write-offs for tenants that vacated their spaces before
lease expiration .
General and administrative expenses increased by
$666,000 in fiscal 2013 when compared to fiscal 2012
primarily due to an increase in compensation costs related
to an increase in staffing and restricted stock amortization
relating to new tranches of stock grants being valued
at higher stock prices than fully amortized tranches of
stock grants and an increase in legal costs related to the
Company redeeming its Series C Cumulative Preferred
Stock in May of fiscal 2013 .
Fiscal 2012 vs. Fiscal 2011
The following information summarizes the Company’s results of operations for the years ended October 31, 2012
and 2011 (amounts in thousands):
Year Ended
October 31,
2012
2011
Increase
%
(Decrease) Change Acquisitions
Change Attributable to:
Property Properties held
In Both Periods
$66,878
20,603
2,160
$62,703
21,552
2,008
$4,175
(949)
152
6 .7%
(4 .4)%
7 .6%
$3,146
778
3
$ 1,029
(1,727)
149
Non-Operating Income/Expense
Interest expense
Interest, dividends, and other investment income
9,148
892
7,865
851
1,283
41
16 .3%
4 .8%
14,200
15,114
16,637
7,545
14,750
14,522
15,212
7,521
(550)
592
1,425
24
(3 .7)%
4 .1%
9 .4%
0 .3%
592
627
861
n/a
291
n/a
(1,142)
(35)
564
n/a
992
n/a
Revenues:
Base rents increased by 6 .7% to $66 .9 million in fiscal
2012 as compared with $62 .7 million in the comparable
period of 2011 . The increase in base rents and the changes
in other income statement line items were attributable to:
Property Acquisitions:
In fiscal 2011 and 2012, the Company purchased three
properties and formed a joint venture that it consolidates
totaling approximately 231,500 square feet of GLA . These
properties accounted for all of the revenue and expense
changes attributable to property acquisitions during fiscal
year ended October 31, 2012 .
Properties Held in Both Periods:
The net increase in base rents for properties held during
the fiscal year ended October 31, 2012 compared to the
same periods in fiscal 2011 was a result of increases in
rental rates on in-place leases and new leases entered into
in the last quarter of fiscal 2011 and fiscal 2012 . In addition,
the positive variance in base rents for the year ended
October 31, 2012 when compared to fiscal 2011 was further
increased as a result of an increase in straight-line rents in
the amount of $202,000 and a decrease in bad debt expense
in the amount of $344,000, both of which are included in
base rent income on the consolidated statement of income .
In fiscal 2012, the Company leased or renewed
46
Revenues
Base rents
Recoveries from tenants
Mortgage interest and other
Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
ManageMent’s Discussion anD analysis of financial conDition anD Results of opeRations
approximately 661,000 square feet (or approximately
14 .92% of total consolidated property leasable area) . At
October 31, 2012, the Company’s core properties were 89%
leased, a decrease of 1 .2% from the end of fiscal 2011 .
For the year ended October 31, 2012 recoveries from
tenants for properties owned in both periods (which
represent reimbursements from tenants for operating
expenses and property taxes) decreased by a net $1,727,000 .
This net decrease was a result of lower operating expenses
at properties held in both periods and some credits
negotiated with tenants at some properties in settlements
of prior period billing disputes .
Expenses:
Property operating expenses for properties held in
both periods decreased by $1,142,000 in fiscal 2012 when
compared with the same period of fiscal 2011 caused by
a reduction of snow removal costs of $1,527,000 . This
decrease was offset by an increase in parking lot, building
roof and building repair costs .
Real estate taxes for properties held in both periods were
relatively unchanged in fiscal 2012 when compared with
the prior year .
Interest expense for properties held in both fiscal
2012 and 2011 increased by $992,000 when compared
with the prior year; this increase was a result of the
Company placing a $28 million mortgage on a formerly
unencumbered property in February 2012 and assumption
of two mortgages relating to property acquisitions in
fiscal 2012 .
Depreciation and amortization expense from properties
held in both periods increased by $564,000 . The increase
was predominantly the result of tenant improvements
completed in fiscal 2012 and an increase in tenant
improvement costs written off for tenants that vacated
the portfolio in fiscal 2012 .
General and administrative expenses were relatively
unchanged .
Assets Held for Sale and Discontinued Operations:
In August 2013, the Company entered into a contract
to sell its two industrial facilities . In accordance with U .S .
GAAP the operating results of the two properties will be
shown as discontinued operations on the consolidated
statements of income for the year ended October 31, 2013,
2012 and 2011 . The net book value of the two properties
is not significant and as such, will not be shown as assets
held for sale on the October 31, 2013 and 2012 consolidated
balance sheets .
The following table summarizes revenues and expenses
for the Company’s discontinued operations (amounts in
thousands):
Revenues
Property operating expense
Depreciation and amortization
Income from discontinued
operations
October, 31,
2013
$1,356
—
(48)
2012
$1,565
(3)
(84)
2011
$1,546
—
(80)
$1,308
$1,478
$1,466
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 .
47
Urstadt Biddle ProPerties inc.
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,
2013 . 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 (1992) . Based on its assessment,
management determined that the Company’s internal control over financial reporting was effective as of October 31,
2013 . The Company’s independent registered public accounting firm, PKF O’Connor Davies, a division of O’Connor
Davies, 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 .
48
ManageMent’s Discussion anD analysis of financial conDition anD Results of opeRationsREPORT 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, 2013,
based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the “COSO 1992 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, 2013 based on the COSO 1992 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, 2013 and 2012, and the related
consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three
years in the period ended October 31, 2013 and our report dated January 10, 2014 expressed an unqualified opinion
thereon .
New York, New York
January 10, 2014
PKF O’Connor Davies
a division of O’Connor Davies, LLP
49
Urstadt Biddle ProPerties inc.
TAx STATUS
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, 2013 and 2012:
Common Shares
Class A Common Shares
Gross
Gross
Dividend
Payment Date
January 18, 2013
April 19, 2013
July 19, 2013
October 18, 2013
Dividend Paid Ordinary Capital Non-Taxable
Portion
$ .103
$ .103
$ .103
$ .103
$ .412
Income Gain
$ .014
$ .014
$ .014
$ .014
$ .056
Per Share
$ .225
$ .225
$ .225
$ .225
$ .90
$ .108
$ .108
$ .108
$ .108
$ .432
Dividend Paid Ordinary Capital Non-Taxable
Portion
$ .114
$ .114
$ .114
$ .114
$ .456
Per Share
$ .25
$ .25
$ .25
$ .25
$1 .00
Income
$ .12
$ .12
$ .12
$ .12
$ .48
Gain
$ .016
$ .016
$ .016
$ .016
$ .064
Common Shares
Class A Common Shares
Dividend
Payment Date
January 20, 2012
April 20, 2012
July 20, 2012
October 19, 2012
Gross
Dividend Paid
Per Share
$ .225
$ .225
$ .225
$ .225
$ .90
Ordinary
Income
$ .124
$ .124
$ .124
$ .124
$ .496
Gross
Non-Taxable Dividend Paid
Per Share
$ .2475
$ .2475
$ .2475
$ .2475
$ .99
Portion
$ .101
$ .101
$ .101
$ .101
$ .404
Ordinary
Income
$ .137
$ .137
$ .137
$ .137
$ .548
Non-Taxable
Portion
$ .1105
$ .1105
$ .1105
$ .1105
$ .442
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, 2013, the Company made distributions to stockholders aggregating $0 .90 per
Common share and $1 .00 per Class A Common share . On December 12, 2013, the Company’s Board of Directors approved
the payment of a quarterly dividend payable January 17, 2014 to stockholders of record on January 3, 2014 . The quarterly
dividend rates were declared in the amounts of $0 .2250 per Common share and $0 .2525 per Class A Common share .
50
ManageMent’s Discussion anD analysis of financial conDition anD Results of opeRations
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, 2013 and 2012
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, 2013
High
Low
$18.72
$17.48
$19.60
$18.29
$20.13
$17.52
$19.00
$16.27
$18.12
$20.24
$19.75
$18.91
$20.25
$22.27
$23.05
$21.46
Fiscal Year Ended
October 31, 2012
high
Low
$19 .06
$15 .50
$19 .90
$17 .76
$19 .39
$16 .99
$19 .81
$17 .79
$15 .61
$18 .44
$17 .45
$18 .88
$19 .75
$20 .15
$19 .98
$20 .78
QUANTITATIvE AND QUALITATIvE DISCLOSURES
ABOUT MARKET RISK
The Company is exposed to interest rate risk primarily through its borrowing activities . There is inherent rollover
risk for borrowings as they mature and are renewed at current market rates . The extent of this risk is not quantifiable or
predictable because of the variability of future interest rates and the Company’s future financing requirements .
The following table sets forth the Company’s long term debt obligations by principal cash payments and maturity
dates, weighted average fixed interest rates and estimated fair value at October 31, 2013 (amounts in thousands, except
weighted average interest rate):
Mortgage notes payable
2014
$3,815
2015
$8,469
2016
$11,261
2017
$53,326
2018 Thereafter
$86,662
$2,713
Total
$166,246
Estimated
Fair value
$154,698
For the years ended October 31,
Weighted average interest rate
for debt maturing
n/a
5 .0%
4 .0%
5 .17%
n/a
5 .52%
At October 31, 2013, the Company had $9 .25 million in outstanding variable rate debt . The Company believes that
its weighted average fixed interest rate of 5 .3% on its debt is not materially different from current market interest rates
for debt instruments with similar risks and maturities . The Company may enter into certain types of derivative financial
instruments to reduce exposure to interest rate risk . The Company uses interest rate swap agreements, for example,
to convert some of our variable rate debt to a fixed-rate basis . As of October 31, 2013, the Company has three open
derivative financial instruments . These interest rate swaps expire in October of 2019 and are cross collateralized with
three mortgages on properties in Rye, NY .
51
Urstadt Biddle ProPerties inc.
PERFORMANCE GRAPh
The following graph compares, for the five-year period beginning October 31, 2008 and ended October 31, 2013, 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—REITs 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
$250
$200
$150
$100
$50
$0
10/08
10/09
10/10
10/11
10/12
10/13
Urstadt Biddle Properties Inc.
Urstadt Biddle Properties Inc.—Class A
S&P 500
FTSE NAREIT All REITs
*$100 invested on 10/31/08 in stock or index, including reinvestment of dividends. Fiscal year ending October 31.
Urstadt Biddle Properties Inc .
Urstadt Biddle Properties Inc .—Class A
S&P 500
FTSE NAREIT All REITs
10/08
100 .00
100 .00
100 .00
100 .00
10/09
90 .17
96 .33
109 .80
101 .93
10/10
113 .76
132 .91
127 .94
143 .60
10/11
123 .25
130 .32
138 .29
157 .28
10/12
141 .03
145 .67
159 .32
185 .88
10/13
132 .81
159 .44
202 .61
204 .06
The stock price performance shown on the graph is not necessarily indicative of future price performance .
52
notes to consolidated financial statementsDIRECTORS
ChARLES J. URSTADT
Chairman
Urstadt Biddle Properties Inc.
RIChARD GRELLIER
Managing Director
Deutsche Bank Securities Inc.
ROBERT R. DOUGLASS
Vice Chairman
Urstadt Biddle Properties Inc.
Of Counsel, Milbank, Tweed,
hadley and McCloy
KEVIn J. BAnnOn
Managing Director
highmount Capital LLC
GEORGE h.C. LAWREnCE
Chairman and
Chief Executive Officer
Lawrence Properties
ROBERT J. MUELLER
Retired Senior Executive
Vice President
The Bank of new York
CAThERInE U. BIDDLE
Vice President
Urstadt Property Company, Inc.
ChARLES D. URSTADT
President
Urstadt Property Company, Inc.
Officers
ChARLES J. URSTADT
Chairman
WILLInG L. BIDDLE
President and
Chief Executive Officer
ThOMAS D. MYERS
Executive Vice President,
Chief Legal Officer and Secretary
JOhn T. hAYES
Senior Vice President,
Chief Financial Officer,
and Treasurer
STEPhAn A. RAPAGLIA
Senior Vice President,
Chief Operating Officer,
Real Estate Counsel and
Assistant Secretary
JAMES M. ARIES
Senior Vice President
Acquisitions
JOhn CAnnOn
Senior Vice President
Management and Construction
LInDA LACEY
Senior Vice President
Leasing
nIChOLAS CAPUAnO
Vice President and
Real Estate Counsel
DIAnE MIDOLLO
Vice President
Controller
AnDREW ALBREChT
Assistant Vice President
Management and Construction
hEIDI BRAMAnTE
Assistant Vice President
Assistant Controller
JAnInE IAROSSI
Assistant Vice President
Insurance and Benefit
Administrator
DAnIEL LOGUE
Assistant Vice President
Management and Construction
SUzAnnE MOORE
Assistant Vice President
Billing Manager
ROBERT WEEKS
Assistant Vice President
Leasing
WILLInG L. BIDDLE
President and
Chief Executive Officer
Urstadt Biddle Properties Inc.
E. VIRGIL COnWAY
Retired Chairman
new York State Metropolitan
Transportation Authority
Corporate Information
Securities Traded
new York Stock Exchange
Symbols: UBA, UBP, UBPPRD and
UBPPRF
Stockholders of Record as of
December 31, 2013:
Common Stock: 773 and
Class A Common Stock: 768
Annual Meeting
The annual meeting of stockholders
will be held at 2:00 P.M. on March 26,
2014 at Six Landmark Square, 9th Floor,
Stamford, CT 06901.
Form 10-K
A copy of the company’s 2013 Annual
Report on Form 10-K filed with the
Securities and Exchange Commission,
without exhibits, may be obtained by
stockholders without charge by writing
to the Secretary of the company at its
executive office.
8
Shareholder Information and
Dividend Reinvestment Plan
Inquiries regarding stock ownership,
dividends or the transfer of shares can
be made by writing to our Transfer
Agent, Computershare Inc., Shareowner
Services Department, P.O. Box 30170,
College Station, TX 77842-3170 or by
calling toll-free at 1-866-203-6250. The
company has a dividend reinvestment
plan that 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 Alina Smolitsky,
Investor Relations, telephone
(203) 863-8200. Investors are also
encouraged to visit our website at:
www.ubproperties.com
Independent Registered Public
Accounting Firm
PKF O’Connor Davies
a Division of O’Connor Davies, 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
Website: www.ubproperties.com
Memberships
national Association of Real Estate
Investment Trusts, Inc. (nAREIT)
International Council of Shopping
Centers (ICSC)
We have always believed—
We are the RIGHT Company.
In the RIGHT Business.
In the RIGHT Place.
At the RIGHT Time.
From left to right: Danbury Square, Danbury, Connecticut; Village Shopping Center, New Providence, New Jersey; and Ridgeway
Shopping Center, Stamford, Connecticut
321 RailRoad avenue
GReenwich, connecticut 06830