2014 annual report
Stock prices are only opinions.
But dividends are facts.
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
$110
$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)
45 Consecutive Years of
Uninterrupted Dividends.
’05
’06
’07
’08
’09
’10
’11
’12
’13
’14
Revenues Funds From Operations Common & Class A Dividends Paid
21 Consecutive Years of
Increased Dividends.
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 the northeastern part of the United States
with a concentration in the Metropolitan New York tri-state area outside of the City
of New York.
Class A Common Shares, Common Shares, Series F Preferred Shares and Series G
Preferred Shares of the company trade on the New York Stock Exchange under the
symbols “UBA,” “UBP,” “UBPPRF” and “UBPPRG.”
CONTENTS
Selected Financial Data
Letter to Our Stockholders
Map of Core Properties
Investment Portfolio
1
2
6
8
Financials
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
9
34
Directors and Officers
Inside Back Cover
1
SELECTED FINANCIAL DATA
(Amounts in thousands, except share data)
Year Ended October 31,
2014
2013
2012
2011
2010
Balance Sheet Data:
Total Assets
Revolving Credit Lines and Unsecured Term Loan
Mortgage Notes Payable and Other Loans
Preferred Stock Called For Redemption
Redeemable Preferred Stock
$ 819,005
$ 40,550
$ 205,147
$ 61,250
$ —
$650,026
$ 9,250
$166,246
$ —
$ —
$724,243
$ 11,600
$143,236
$ 58,508
$ 21,510
$576,264
$ 41,850
$118,135
$ —
$ 96,203
$557,053
$ 11,600
$118,202
$ —
$ 96,203
Operating Data:
Total Revenues
Total Expenses and Payments to
Noncontrolling Interests
Income from Continuing Operations before
$102,328
$ 95,203
$ 90,395
$ 90,468
$ 84,267
$ 75,927
$ 70,839
$ 64,367
$ 61,535
$ 58,641
Discontinued Operations
$ 53,091
$ 29,105
$ 27,282
$ 30,483
$ 26,022
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
$1.22
$1.09
$1.19
$1.06
$1.01
$ .90
$ .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
$ 50,915
$ (54,624)
$ 73,793
$ 50,952
$ (49,631)
$ (76,468)
$ 52,504
$ (10,778)
$ 31,837
$ 46,548
$ (42,351)
$ (15,343)
$ 45,156
$ (51,179)
$ 11,358
Funds from Operations (Note)
$ 33,032
$ 29,506
$ 30,627
$ 34,453
*
$ 30,053
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 34.
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 34.
Total Revenues
(In thousands)
*
8
6
4
,
0
9
$
7
6
2
,
4
8
$
8
2
3
,
2
0
1
$
3
0
2
,
5
9
$
5
9
3
,
0
9
$
Funds From Operations
(In thousands)
*
3
5
4
,
4
3
$
3
5
0
,
0
3
$
2
3
0
,
3
3
$
7
2
6
,
0
3
$
6
0
5
,
9
2
$
Combined Dividends
Paid on Common and
Class A Common Shares
(Per share)
5
8
.
1
$
7
8
.
1
$
9
8
.
1
$
0
9
.
1
$
1
9
.
1
$
’10
’11
’12
’13
’14
’10
’11
’12
’13
’14
’10
’11
’12
’13
’14
* Includes $3 million one-time settlement of lease obligation.
1
LETTER TO OUR STOCKHOLDERS
2014 was a solid, building year for Urstadt
Biddle Properties. Revenues exceeded $100 million for
the first time in the company’s history and we made good
progress in leasing vacancies, tweaking the portfolio to
improve quality and reduce risk, capitalizing on low
interest rates, and acquiring a number of fine properties
to both grow the company and position it for improving
future results. Increasing our occupancy levels to our
historical norm of 95% has been our most important
priority and we are pleased that the core operating
portfolio rose to 95.2% leased by year-end.
Staples Plaza
Our Redevelopment Projects are
Progressing Nicely
The company has 5 properties under
redevelopment, and 2014 saw substantial
completion of most of them. A recap follows:
Staples Plaza, Yorktown Heights, NY:
Following a successful zone change last year, we
completed the construction of Phase I of a 90,000
square foot self-storage facility in the lower level
of this property. Phase I consists of 347 units
containing 34,000 net rentable square feet. We
opened the facility for business in July, and as
of December 31st the facility was 33% leased.
Upon stabilization of Phase I, we plan to build out
a second phase covering the remaining 30,000
square feet of the lower level of this property. Our
facility is the market’s low-cost leader with the
highest quality finishes, and we are pleased to
have Excess Space Storage (the nation’s second
largest self-storage REIT) managing the facility
for us. In December, we obtained another zone
change for this property which will (i) allow us
to build an additional outparcel restaurant
John Cannon
Senior Vice President,
Management &
Construction
Linda Lacey
Senior Vice President,
Leasing
2
building of 3,500 square feet and (ii) permit our
anchor tenant BJ’s Warehouse Club to build
an 8-bay gasoline station in an underutilized area
of the property’s parking lot. In 2015, we expect
to develop these additional pad sites, renovate
the façade of the shopping center, and lease
the remaining 38,000 square feet of retail space
at this property.
The Pavilion Shopping Center, White
Plains, NY: In November, we obtained approval
from the City of White Plains to change the
zoning of this property, successfully culminating
a two-year effort. As a result, this 3.6 acre
site situated in the heart of the county seat of
Westchester County, and currently containing a
191,000 square foot mostly vacant mall, can be
transformed into an 860,000 square foot dynamic
mixed-use development of apartments, retail,
hotel and office uses with buildings up to 280
feet in height. We have located an experienced,
well-capitalized development partner and are
working on a final site plan to submit to the City
this spring for review and approval. We are very
pleased that the City and the community have
embraced our vision of a dynamic mixed-use
development for the site, and we look forward
to providing further information regarding this
significant project later in 2015.
Townline Square, Meriden, CT: In 2014, we
completed the re-leasing of this property and
saw the opening of PetSmart, Fitness Edge (a
health club), Five Below, and a number of smaller
retailers. Occupancy at this property has now
been restored to 95%.
Chilmark Shopping Center, Briarcliff Manor,
NY: In October, we completed the redevelopment
of this property, which included delivery to CVS
of a new 14,000 square foot store. Now 90%
occupied, this property is leasing up quickly due to
its desirable location in one of Westchester’s finest
communities coupled with the new CVS and the
adjacent A&P Fresh Supermarket.
Orangeburg Shopping Center, Orangeburg,
NY: The $3 million redevelopment of this
shopping center is now 60% complete and features
a new façade, redesigned parking lot, lighting,
entrance and development of a new pad site.
Leasing
Our leasing indicators continued to improve this
year. In our core portfolio, we renewed 361,000
square feet of tenant leases at an average rent
increase of 2% and signed 178,000 square feet of
new leases at average rents that were 1.5% lower
than the prior leases for these same spaces. These
leasing results enabled us to increase our leased
rate for our core portfolio to 95%. Moving forward,
we look to improve our leasing spreads as an
improving economy and higher occupancy levels
permit us to increase rents. It should be noted that
our first priority is to have fully leased, vibrant
shopping centers with a good tenant mix. While
we strive to raise rents when appropriate, it is
paramount to have a good tenant mix whereby all
tenants complement one another and have strong
performing stores. Our leasing team has a solid
pipeline of leases in negotiation for currently vacant
space and we are clearly seeing an improvement
in the leasing market. Our centers are primarily
grocery and drug store-anchored properties with
a high percentage of the small stores leased to
convenience and service retailers. A great way for
you to learn more about the company’s portfolio is
to visit our website, go to the “Properties” section
and browse the properties. Through our website,
one can see photos of the properties, what is
available for lease, review the demographics of the
communities surrounding the properties, and get
a good overall understanding of the high quality
properties that we own.
Capital Market Events
In October, we sold $75 million of a new 6.75%
Series G Preferred stock and then used the
proceeds to redeem (for $62.5 million) our entire
class of 7.5% Series D Preferred stock. This will
result in a direct reduction in dividend expense
of $459,000 annually for years to come. In
November, we completed a follow-on offering of
$60 million of common stock at $20.82 per share,
the proceeds of which were used to complete the
$125 million NJ portfolio acquisition in December.
In July, we refinanced the $18 million mortgage
on our Arcadian Shopping Center for ten years at
3.995%, a significant reduction from the prior rate
of 6.66%. We also completed three other mortgage
financings in fiscal 2014 totaling $44 million. All
of these mortgages are for terms of ten years with
fixed rates of interest between 3.71%—4.07%. In
addition, subsequent to year end, we financed
$62.7 million of the $124.5 million NJ Portfolio
acquisition, with a twelve-year mortgage bearing a
fixed interest rate of 3.85%. We remain one of the
lowest leveraged REITs with aggregate mortgage
debt equal to only 23.4% of total book
capitalization at year-end. We have only $4.6
million in mortgages coming due in 2015. Our
$80 million credit line presently has $70 million
available to help support our acquisition program.
Portfolio Pruning and Acquisitions
This year, we took advantage of the strong seller’s
market to prune our portfolio of four properties that
in our view posed more long-term risk than reward
and which did not fit within our long-term strategy
of owning infill real estate in the New York City
suburbs. We sold, for $14.75 million, our remaining
warehouse properties in Dallas and St. Louis that
were net leased to an affiliate of Chrysler, which
properties had been owned by the company since
the 1970’s. We also sold a Springfield, MA shopping
center owned since the 1970’s for $31 million, and a
small strip center in Queens, NY (purchased as part
of a portfolio a few years ago) for $3.3 million. By
utilizing tax deferred transactions for these sales, we
were able to re-deploy nearly all of the $49 million
in proceeds into new acquisitions. Overall, 2014 was
one of our most active acquisition years. During the
last thirteen months, we purchased the following
properties valued at $226 million:
1. Boonton A&P Shopping Center
Boonton, NJ (Morris County)
DESCRIPTION: Shopping Center consisting
of 63,000 square feet of gross leasable area
(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 exit 45
of I-287, in Boonton, NJ
CLOSING DATE: December, 2013
2. Bloomfield A&P Shopping Center
Bloomfield, NJ (Essex County)
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 million, subject to a mortgage of
$7.8 million
LOCATION: On Belleville Avenue (Route 506)
in Bloomfield, NJ about ½ mile east of the
Garden State Parkway
CLOSING DATE: December, 2013
3
Pavilion Shopping Center
Possible Redevelopment Project
Chilmark Shopping Center
Townline Square
John T. Hayes
Senior Vice President,
Chief Financial Officer
and Treasurer
Diane Midollo
Vice President and
Controller
2
3. Bethel Hub Shopping Center
Bethel, CT (Fairfield County)
DESCRIPTION: Shopping Center consisting of
31,000 square feet of GLA on 5 acres of land
ANCHOR TENANTS: Rite Aid Pharmacy and
Nutmeg Liquors
PRICE: $9 million, all cash
LOCATION: On Route 302 at the intersection
of Greenwood Avenue
CLOSING DATE: January, 2014
4. Gateway Shopping Center and Applebee’s
Shopping Center
Riverhead, NY (Suffolk County)
DESCRIPTION: 50% Tenant in Common
interest in 1) Shopping Center consisting of
195,000 square feet of GLA on 21 acres of
land and 2) a free-standing restaurant building
of 5,000 square feet with adjacent developable
pad site of 7,200 square feet on 2.7 acres of land
ANCHOR TENANTS: Walmart & Bob’s
Discount Furniture
PRICE: $7.2 million (for 50% interest), subject to
a mortgage of $15 million (on entire property)
LOCATION: On Route 25, at the end of the
Long Island Expressway, across from the
Tanger Outlet Center
CLOSING DATE: February, 2014
5. Kings Shopping Center and Cos Cob
Commons
Greenwich, CT (Fairfield County)
DESCRIPTION: Two shopping centers
consisting of 88,000 square feet of GLA
on 2.5 acres of land
ANCHOR TENANTS: Kings Supermarket
and CVS
PRICE: $47.4 million, subject to a mortgage
of $25 million
LOCATION: One property is on Route 1 in
Cos Cob, and the other is adjacent to the
Old Greenwich Train Station; both are in
Greenwich, CT
CLOSING DATE: August, 2014
6. McLean Plaza Shopping Center
Yonkers, NY (Westchester County)
DESCRIPTION: 51% interest in a Shopping
Center consisting of 58,000 square feet of
GLA on 5 acres of land
ANCHOR TENANTS: A&P Supermarket and
Walgreens
PRICE: $5.3 million (for 51% interest), subject
to a $5 million mortgage placed after closing
(on entire property)
LOCATION: At McLean Avenue (Exit 1) on
the Major Deegan Expressway (I-87)
CLOSING DATE: October, 2014
7. Northern NJ Portfolio
Kinnelon, Pompton Lakes, Wykoff &
Midland Park, NJ
DESCRIPTION: 4 Shopping Centers
consisting of 375,000 square feet of GLA on
35 acres of land
ANCHOR TENANTS: A&P Supermarket,
Kings Supermarket, Walgreens, Rite Aid
PRICE: $124 million, subject to a $62 million
mortgage placed after closing
LOCATION: Kinnelon – Route 23 and
Kinnelon Road; Pompton Lakes – Wanaque
Avenue and Ringwood Avenue; Wykoff –
Cedar Hill Avenue and Route 208; Midland
Park – Godwin Avenue and Goffle Road
CLOSING DATE: December, 2014
In total, UBP invested $237 million in these
new acquisitions, financed with funds generated
primarily from the sale of properties, proceeds
from the November 2014 common stock sale
and long-term fixed rate mortgage loans. We are
excited about the quality of these acquisitions
and believe they will be accretive to 2015 earnings
and solid long-term investments for us.
Results of Operations
In 2014, revenues rose 7.5% to a record $102.3
million. Excluding property acquisition costs and
other one-time charges, including stock redemption
charges, excess preferred stock dividends and
gains on marketable securities, our recurring funds
James M. Aries
Senior Vice President
and Director
of Acquisitions
Stephan Rapaglia
Senior Vice President,
Chief Operating Officer,
Real Estate Counsel
and Assistant Secretary
Pompton Lakes Town Square
4
from operations rose 1.4% to $35.5 million compared
to the prior year’s funds from operations with the
same exclusions. Property expenses rose 6.4% in
2014 due in large part to increased snow removal
costs. General and administrative expenses currently
are 1.1% of total assets, a slight reduction from 2013.
Internet
We continue to closely monitor the effect of the
Internet on our tenants. Many retailers have
proactively adapted a “clicks and bricks” or
“omnichannel” strategy and learned how to adapt.
Some retailers, however, are far more negatively
affected than others and some are struggling. We
aim to protect ourselves against retailers who are
either reluctant to incorporate the Internet into
their merchandising and sales strategy, or are
incapable of doing so, and we aim to find room in
our portfolio for those retailers who are willing to
adapt. According to a recent survey completed by
Deloitte, 70% of retail chains have plans to open
physical stores in 2015. We continue to feel that
well-located, grocery-anchored shopping centers
are solid long-term investments because it is very
expensive for Internet operators to compete with
the grocery stores in terms of level of service and
pricing. Grocery stores also are adapting their own
strategies with services such as in-store pickup
and home delivery. A grocery store, in effect, is
a warehouse and a grocer does not need to build
a distribution warehouse, like Internet retailers
might be forced to do in order to compete for home
delivery business. The vast majority of our tenants
have a high service component to them, which
makes them more Internet resistant.
UB Solar
This year, we completed the installation of 5 more
roof-top solar arrays on our New York properties
as we continue to take advantage of government
subsidy programs. These projects simultaneously
lower the cost of electricity to our properties and
generate an attractive yield on our investment while
providing an environmental benefit. We currently
have approximately 160,000 square feet of solar
arrays generating approximately 1,600 kW of power
on the rooftops of our properties. This is equivalent
to providing power to 320 homes.
Outlook
New York City continues to experience a
resurgence of job growth, population growth and
apartment construction unequaled by any city in
North America. That which is good for New York
City is good for the suburbs of New York City.
While millennials often prefer a more urban life
than their parents, a large percentage of New York
City residents, for either economic or lifestyle
Kings Shopping Center
Gateway Plaza
Midland Park Shopping
Center
Thomas D. Myers
Executive Vice President,
Chief Legal Officer and
Secretary
reasons, transition to the suburbs surrounding NYC
where costs are lower, the grass is greener, and the
communities are strong.
New York City is North America’s greatest city and
we are happy and optimistic to own properties
surrounding it. Well-located shopping centers are
highly sought after in our densely populated, high
income market and there are a great number of
investors seeking to acquire them. While this makes
continuing to grow our portfolio more challenging,
it makes our existing portfolio more valuable. The
retail business is challenging, but the New York
City suburbs have higher income levels and lower
unemployment than most parts of the country, and
these suburbs continue to be a desirable area for
most retailers to do business. As new development
becomes increasingly more difficult in our area
and the economy improves, the price of properties
continues to rise and vacancy rates continue to fall.
This leads us to expect a positive effect on the rents
that we can charge and retailers can afford to pay.
In December 2014, the company’s 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 the Board has
approved an increase in the dividend level, which
is reflective of the Board’s continued confidence in
the company. The Board elected not to increase
the dividend rate on the company’s Common stock,
however, (i) in order to maintain the 10% dividend
premium that the Class A Common stock must
maintain in relation to the Common stock (as set
forth in the company’s charter) and (ii) because
of caution about the negative effects on cash
flow posed by the pending redevelopment of The
Pavilion shopping center 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 21, 2015
Charles J. Urstadt
Chairman
5
4
M A S S A C H U S E T T S
SELECTED CORE PROPERTIES
C O N N E C T I C U T
LI
LITCC HFIELD
AMM
PUTNAM
15
N E W Y O R K
HHESTER
HEESTER
H
WESTCHH
16
9
9
8
7
14
VEN
NEW HAVEN
10
11111111
AND
ROCKLAND
21
28
BERGE
BEERRG E
N
N
24
24242
30
26
18
19
20
22
252525
25
17
FFAI R
DD
R FIEL DD
13
12
6
5
4
3
2
1
23
272727
27
SUFF O LK
37
L O N G
I S L A N D
N E W
J E R S E Y
PASSAIC
31
32
MO RRI S
3
33
2929
29
343434
34
ESSEX
ESSEX
ESSEX
35
33
36
UNUNUNNNNNU IIIIOIOIOO NN
N
1
Corporate Headquarters
Greenwich, Connecticut
2
Greenwich Commons
Greenwich, Connecticut
2
Cos Cob Plaza
Cos Cob, Connecticut
2
Kings Shopping Center
Old Greenwich, Connecticut
2
Cos Cob Commons
Cos Cob, Connecticut
3
Ridgeway Shopping Center
Stamford, Connecticut
4
Goodwives Shopping Center
Darien, Connecticut
5
Greens Farms Plaza
Westport, Connecticut
6
Fairfield Centre
Fairfield, Connecticut
7
Ridgefield Center
Ridgefield, Connecticut
8
Airport Plaza
Danbury, Connecticut
8
Danbury Square
Danbury, Connecticut
Veteran’s Plaza
New Milford, Connecticut
9
New Milford Plaza
New Milford, Connecticut
9
Fairfield Plaza
New Milford, Connecticut
10
The Hub Center
Bethel, Connecticut
9
6
M A S S A C H U S E T T S
C O N N E C T I C U T
LITCC HFIELD
LI
9
9
8
7
14
NEW HAVEN
VEN
10
11111111
N E W
J E R S E Y
PASSAI C
21
17
FFAI R
R FIEL DD
DD
13
12
6
5
4
3
N E W Y O R K
WESTCHH
HHESTER
HEESTER
H
PUTNAM
AMM
15
16
ROCKLAND
AND
18
19
20
28
30
BEERRG E
BERGE
N
N
22
252525
25
24
24242
272727
27
26
2
1
23
31
32
MO RRI S
33
3
29
2929
343434
34
ESSEX
ESSEX
ESSEX
35
33
36
UNUNUNNNNNU IIIIOIOIOO NN
N
11
Starbucks Center
Monroe, Connecticut
12
The Dock
Stratford, Connecticut
13
Orange Meadows Shopping
Center, Orange, Connecticut
14
Townline Square
Meriden, Connecticut
15
Carmel ShopRite Center
Carmel, New York
15
Putnam Plaza
Carmel, New York
16
Towne Centre Shopping Center
Somers, New York
16
Somers Commons
Somers, New York
L O N G
I S L A N D
SUFF O LK
37
16
Heritage 202 Center
Somers, New York
17
Village Commons
Katonah, New York
18
Staples Plaza
Yorktown Heights, New York
19
Arcadian Shopping Center
Ossining, New York
20
Chilmark Shopping Center
Briarcliff Manor, New York
21
Orangetown Shopping Center
Orangeburg, New York
22
Westchester Pavilion
White Plains, New York
23
4 “Street Retail” Properties
Rye, New York
24
Midway Shopping Center
Scarsdale, New York
25
Shoppes at Eastchester
Eastchester, New York
25
Eastchester Plaza
Eastchester, New York
26 McLean Plaza
Yonkers, New York
27
Pelham Shopping Center
Pelham Manor, New York
28
Chestnut Ridge Shopping Center
Montvale, New Jersey
29
Cedar Hill Shopping Center
Wyckoff, New Jersey
29
Midland Park Shopping Center
Midland Park, New Jersey
30
Emerson Shopping Plaza
Emerson, New Jersey
31
Meadtown Shopping Center
Kinnelon, New Jersey
32
Pompton Lakes Town Square
Pompton Lakes, New Jersey
33 Boonton A&P Shopping Center
Boonton, New Jersey
6
7
34
Valley Ridge Shopping Center
Wayne, New Jersey
35 Ferry Plaza
Newark, New Jersey
36
Village Shopping Center
New Providence, New Jersey
37
Gateway Plaza
Riverhead, New York
Urstadt Biddle ProPerties iNC.
INVESTMENT PORTFOLIO (as of January 14, 2015)
Core Properties
UBP owns or has equity interests in 74 properties including ten office buildings which total 5,125,000 square feet.
Location
Square Feet
Principal Tenant
Property Type
Stamford, Connecticut
Meriden, Connecticut
Stratford, Connecticut
Scarsdale, New York
New Milford, Connecticut
Riverhead, New York
Danbury, Connecticut
White Plains, New York
Carmel, New York
Ossining, New York
Somers, New York
Midland Park, New Jersey
Carmel, New York
Pompton Lakes, New Jersey
Yorktown, New York
Newark, New Jersey
New Providence, New Jersey
Wayne, New Jersey
Newington, New Hampshire
Darien, Connecticut
Emerson, New Jersey
New Milford, Connecticut
Somers, New York
Orange, Connecticut
Montvale, New Jersey
Kinnelon, New Jersey
Orangeburg, New York
New Milford, Connecticut
Eastchester, New York
Boonton, New Jersey
Fairfield, Connecticut
Greenwich, Connecticut
Yonkers, New York
Bloomfield, New Jersey
Ridgefield, Connecticut
Cos Cob, Connecticut
Briarcliff Manor, New York
Wyckoff, New Jersey
Old Greenwich, Connecticut
Westport, Connecticut
Rye, 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
Various
Waldwick, New Jersey
Somers, New York
Cos Cob, Connecticut
Bernardsville, New Jersey
Monroe, Connecticut
Greenwich, Connecticut
Chester, New Jersey
8
350,000
316,000
276,000
247,000
233,000
200,000
194,000
191,000
190,000
137,000
135,000
130,000
129,000
125,000
117,000
108,000
107,000
102,000
102,000
96,000
93,000
81,000
80,000
78,000
76,000
76,000
74,000
72,000
70,000
63,000
63,000
58,000
58,000
56,000
53,000
48,000
47,000
43,000
40,000
40,000
39,000
33,000
31,000
29,000
28,000
26,000
24,000
24,000
20,000
20,000
20,000
19,000
15,000
14,000
10,000
10,000
9,000
Stop & Shop Supermarket
Big Y Supermarket
Stop & Shop Supermarket
ShopRite Supermarket
Walmart
Walmart & Applebee’s
Christmas Tree Shops
Redevelopment Site
Hannaford Supermarket
Stop & Shop Supermarket
Home Goods
Kings Supermarket
ShopRite Supermarket
A&P Supermarket
Staples
Pathmark
A&P Supermarket
A&P Supermarket
Savers
Stop & Shop Supermarket
ShopRite Supermarket
Big Y Supermarket
CVS
Trader Joe’s Supermarket
The Fresh Market Supermarket
Petco
CVS
T.J. Maxx
A&P Supermarket
A&P Supermarket
Marshalls
UBP
A&P Supermarket
A&P Supermarket
Keller Williams
CVS
CVS
Walgreens
Kings Supermarket
Pier One Imports
Cosi
Buffalo Wild Wings
Bozzuto’s, Inc.
Westchester Community College
Squires
Manor Market
Spring Valley Foods, Inc.
CVS
People’s United Bank
Friendly’s (6 properties)
Rite Aid
Putnam County Savings Bank
Jos A. Bank
Laboratory Corp.
Starbucks
Cosi
Clockwork Childcare 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
Shopping center
Shopping center
Shopping center
Shopping center
5 Office buildings
Shopping center
Shopping center
Street retail
Retail/Office
Shopping center
Shopping center
Retail/Office
Shopping center
Street retail (4 buildings)
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, 2014 and 2013 . . . . . . . . . 10
Consolidated Statements of Income for each of the
three years in the period ended October 31, 2014 . . . . . . . . . . . . . . 11
Consolidated Statements of Comprehensive Income for each
of the three years in the period ended October 31, 2014 . . . . . . . . . 12
Consolidated Statements of Cash Flows for each of the
three years in the period ended October 31, 2014 . . . . . . . . . . . . . . 13
Consolidated Statements of Stockholders’ Equity
for each of the three years in the period
ended October 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . 16
Report of Independent Registered Public Accounting Firm . . . . . . . . 33
Management’s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 34
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
Cash and cash equivalents
Restricted cash
Tenant receivables
Prepaid expenses and other assets
Deferred charges, net of accumulated amortization
Total Assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Revolving credit lines
Unsecured term loan
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
Commitments and Contingencies
Stockholders’ Equity:
7.50% Series D Senior Cumulative Preferred Stock (liquidation preference of $25 per share);
-0- and 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
6.75% Series G Cumulative Preferred Stock (liquidation preference of $25 per share);
2,800,000 and -0- shares issued and outstanding
Excess Stock, par value $0.01 per share; 20,000,000 shares authorized; none issued
and outstanding
Common Stock, par value $0.01 per share; 30,000,000 shares authorized; 9,193,559 and
9,035,212 shares issued and outstanding
Class A Common Stock, par value $0.01 per share; 100,000,000 shares authorized;
23,611,715 and 23,530,704 shares issued and outstanding
Additional paid in capital
Cumulative distributions in excess of net income
Accumulated other comprehensive income
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
The accompanying notes to consolidated financial statements are an integral part of these statements.
10
2014
2013
$ 830,304
—
830,304
(161,187)
669,117
39,213
708,330
73,029
2,123
20,361
9,749
5,413
$ 819,005
$ 15,550
25,000
205,147
61,250
1,622
187
16,342
325,098
$ 731,564
595
732,159
(155,272)
576,887
31,432
608,319
2,945
1,397
21,077
10,898
5,390
$ 650,026
$ 9,250
—
166,246
—
1,450
176
15,147
192,269
18,864
11,843
—
61,250
129,375
129,375
70,000
—
92
—
—
90
236
370,979
(95,702)
63
475,043
$ 819,005
235
367,070
(112,168)
62
445,914
$ 650,026
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
Provision for tenant credit losses
Acquisition costs
Directors’ fees and expenses
Total Operating Expenses
Operating Income
Non-Operating Income (Expense):
Interest expense
Gain on sale of marketable securities
Gain on sale of properties
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
Gain on sale of properties
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,
2014
2013
2012
$ 75,099
24,947
183
2,099
102,328
$ 70,052
22,594
214
2,343
95,203
$ 67,543
20,603
89
2,160
90,395
18,926
16,997
19,249
8,016
917
666
314
65,085
37,243
(10,235)
—
24,345
1,604
134
53,091
141
12,526
12,667
65,758
17,471
15,524
17,769
8,211
958
857
337
61,127
34,076
(9,094)
1,460
—
1,318
1,345
29,105
1,308
—
1,308
30,413
14,200
15,114
16,637
7,545
665
296
262
54,719
35,676
(9,148)
—
—
(138)
892
27,282
1,478
—
1,478
28,760
(607)
65,151
(13,812)
(1,870)
$ 49,469
(618)
29,795
(14,949)
(4,233)
$ 10,613
(500)
28,260
(13,267)
(2,027)
$ 12,966
$1.09
0.37
$1.46
$1.22
0.42
$1.64
$1.06
0.36
$1.42
$1.19
0.40
$1.59
$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
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
Year Ended October 31,
2014
2013
2012
$ 65,758
$ 30,413
$ 28,760
29
(18)
(10)
65,759
(607)
65,152
(13,812)
(1,870)
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)
Total comprehensive income applicable to Common and Class A
Common Stockholders
$ 49,470
$ 10,692
$ 13,103
The accompanying notes to consolidated financial statements are an integral part of these statements.
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
Gain on sale of properties
Equity in net (income)/loss from unconsolidated joint ventures
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
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 term loan borrowing
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 Common Stock
Net proceeds from issuance of 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,
2014
2013
2012
$ 65,758
$ 30,413
$ 28,760
19,249
516
917
4,097
11
—
(36,872)
(1,604)
(1,443)
154
881
(749)
50,915
(74,805)
(6,902)
—
(3,157)
—
(19,303)
47,609
(607)
1,901
640
—
—
(54,624)
(32,116)
(13,812)
(20,297)
65,050
25,000
40,675
248
(58,750)
—
67,795
—
—
73,793
70,084
2,945
17,816
(291)
958
4,069
(18)
(1,460)
—
(1,318)
(193)
(7)
1,535
(552)
50,952
16,721
(832)
665
3,812
6
—
—
138
1,335
812
1,068
19
52,504
(5,432)
(40,381)
(1,044)
(18,003)
—
13,170
(129)
(3,287)
843
400
(9,494)
(6,523)
4,475 533
(500)
(618)
412
789
1,858
1,062
30,782 —
(29,322)
—
(10,778)
(49,631)
(31,655)
(14,949)
(6,623)
38,350
—
—
244
(40,700)
(18)
—
1,286
(22,403)
(76,468)
(75,147)
78,092
(29,331)
(13,267)
(15,049)
58,000
—
28,000
47,799
(88,250)
—
125,281
—
(81,346)
31,837
73,563
4,529
Cash and Cash Equivalents at End of Year
$ 73,029
$ 2,945
$ 78,092
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)
Balances—October 31, 2011
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
Balances—October 31, 2012
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
Net income applicable to Common and Class A common
stockholders
Change in unrealized gains on marketable securities
Change in unrealized (losses) on interest rate swap
Cash dividends paid:
Common stock ($0 .90 per share)
Class A common stock ($1 .01 per share)
Issuance of Series G Preferred Stock
Reclassification of preferred stock
Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Forfeiture of restricted stock
Restricted stock compensation and other adjustments
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2014
7 .5% Series D
Preferred Stock
Issued
Amount
2,450,000
$ 61,250
7 .125% Series F
Preferred Stock
Issued
—
Amount
$ —
6 .75% Series G
Preferred Stock
Issued
—
Amount
$ —
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,450,000
—
—
—
—
—
—
—
—
61,250
—
—
—
5,175,000
—
—
—
—
5,175,000
—
—
—
129,375
—
—
—
—
129,375
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,450,000
—
—
—
—
—
—
—
—
61,250
—
—
—
—
—
—
—
—
5,175,000
—
—
—
—
—
—
—
—
129,375
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,450,000)
—
—
—
—
—
—
—
—
—
(61,250)
—
—
—
—
—
$ 6 1—0
—
—
—
—
—
—
—
—
—
5,175,000
—
—
—
—
—
—
—
—
—
$129,375
—
—
2,800,000
—
—
—
—
—
—
2,800,000
—
—
70,000
—
—
—
—
—
—
$70,000
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
8,671,888
Amount
$87
Class A
Common Stock
Issued
20,891,330
Amount
$209
Additional
Paid In
Capital
Cumulative
Distributions
In Excess of
Net Income
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
$315,288
$ (74,462)
$(154)
$302,218
—
—
—
—
—
—
—
6,627
175,950
—
—
8,854,465
—
—
—
—
—
5,797
175,950
(1,000)
—
—
—
9,035,212
—
—
—
—
—
—
—
6,347
152,000
—
—
—
9,193,559
—
—
—
—
—
—
—
—
2
—
—
89
—
—
—
—
—
—
1
—
—
—
—
90
—
—
—
—
—
—
—
—
2
—
—
—
$92
—
—
—
—
—
2,500,000
—
7,950
61,600
—
—
23,460,880
—
—
—
—
—
6,724
64,100
—
(1,000)
—
—
23,530,704
—
—
—
—
—
—
—
6,811
80,500
(6,300)
—
—
23,611,715
—
—
—
—
—
25
—
—
1
—
—
235
—
—
—
—
—
—
—
—
—
—
—
235
—
—
—
—
—
—
—
—
1
—
—
—
$236
—
—
—
—
—
47,504
(4,094)
270
(3)
3,812
—
362,777
—
—
—
—
—
244
(1)
(18)
—
4,068
—
367,070
—
—
—
—
—
(2,304)
1,870
248
(3)
—
4,098
—
$370,979
12,966
—
—
(7,966)
(21,365)
—
—
—
—
—
126
(90,701)
10,613
—
—
(8,128)
(23,527)
—
—
—
—
—
(425)
(112,168)
49,469
—
—
(8,271)
(23,845)
—
—
—
—
—
—
(887)
$ (95,702)
—
64
73
—
—
—
—
—
—
—
—
(17)
—
(57)
136
—
—
—
—
—
—
—
—
62
—
19
(18)
—
—
—
—
—
—
—
—
—
$ 63
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)
445,914
49,469
19
(18)
(8,271)
(23,845)
67,696
(59,380)
248
—
—
4,098
(887)
$475,043
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 with a concentration in the metropolitan New
York tri-state area outside of the City of New York . The
Company’s major tenants include supermarket chains and
other retailers who sell basic necessities . At October 31,
2014, the Company owned or had equity interests in 70
properties containing a total of 4 .8 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 6 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 receivables 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 2014 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,
2014 . As of October 31, 2014, the fiscal tax years 2011
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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSrisk associated with the respective tenants and (ii) the
estimated cost of acquiring such leases giving effect to the
Company’s history of providing tenant improvements and
paying leasing commissions, offset by a vacancy period
during which such space would be leased . The aggregate
value of in-place leases is measured by the excess of (i) the
purchase price paid for a property after adjusting existing
in-place leases to market rental rates over (ii) the estimated
fair value of the property “as-if-vacant,” determined as set
forth above .
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 . Real estate investment
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 has early adopted FASB Accounting
Standards Update No . 2014-08, “Presentation of Financial
Statements (ASC Topic 205) and Property, Plant, and
Equipment (ASC Topic 360)” (together, “ASU 2014-08”),
which change the requirements for reporting discontinued
operations in accordance with ASC Topic 205-20 . As a
result of this update, beginning in April 2014, the Company
no longer classifies individual properties that have been
sold or are classified as held for sale as discontinued
operations in the consolidated statement of income if the
removal, or anticipated removal, of the asset(s) from the
reporting entity does not represent a strategic shift that
has or will have a major effect on an entity’s operations
and financial results when disposed of . ASU 2014-08
requires previously reported assets that qualified
for discontinued operations reporting to continue to
be reported in that manner .
In April 2014, the Company reached a decision to
actively market for sale one of its properties located
in Springfield, MA as that property no longer met the
Company’s investment objectives . The property was
sold in September 2014 for $31 million and the Company
realized a gain on sale of property of $24 .3 million . In
accordance with ASU 2014-08, the revenue, expenses
and gain on sale of the property are not included in
discontinued operations . The net book value of the
Springfield asset at October 31, 2013 was insignificant to
the financial statement presentation and as a result the
Company did not include the asset as held for sale in
accordance with ASC 360-10-45 .
The operating results of the Springfield property which
are included in the continuing operations were as follows
(amounts in thousands):
Revenues
Property operating expense
Depreciation and amortization
Net Income
Year Ended October 31,
2014
$ 3,805
(1,780)
(341)
$ 1,684
2013
$ 4,239
(1,764)
(653)
$ 1,822
2012
$ 4,185
(1,524)
(645)
$ 2,016
In December 2013, prior to the adoption of ASU 2014-08,
the Company sold its two distribution service facilities
in its non-core portfolio and one core property for $18 .1
million, resulting in a gain on sale of properties of $12 .5
million . In accordance with ASC 360 and 205 the operating
results of the distribution service facilities are shown as
discontinued operations on the consolidated statements
of income for fiscal years ended October 31, 2014, 2013
and 2012 . The operating results of the other property
were insignificant to financial statement presentation
and are not shown as discontinued operations . The net
book value of the two distribution service facilities and
the one core property at October 31, 2013 are insignificant
to the financial statement presentation and as a result the
Company will not include the assets as held for sale in
accordance with ASC 360-10-45 .
The combined operating results for the distribution
service facilities have been reclassified as discontinued
operations in the accompanying consolidated statements
of income . 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
Year Ended October 31,
2012
$1,565
(3)
(84)
2013
$1,356
—
(48)
2014
$141
—
—
$141
$1,308
$1,478
17
Urstadt Biddle ProPerties inc.
Cash flows from discontinued operations for the fiscal
years ended October 31, 2014, 2013 and 2012 are combined
with the cash flows from operations within each of the
three categories presented . Cash flows from discontinued
operations are as follows (amounts in thousands):
Year Ended October 31,
2014
2013
2012
Cash flows from
operating activities
Cash flows from investing
activities
Cash flows from financing
activities
$(13,131)
$1,356
$1,562
$ 14,314
$ —
$ —
$ —
$ —
$ —
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 $2,703,000 and $3,043,000
as of October 31, 2014 and 2013, 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, 2014 .
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
18
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,
2014 and 2013, approximately $13,368,000 and $13,719,000,
respectively, has been recognized as straight-line rents
receivable (representing the current net cumulative rents
recognized prior to when billed and collectible as provided
by the terms of the leases), all of which is included in
tenant receivables in the accompanying consolidated
financial statements . Percentage rent is recognized when
a specific tenant’s sales breakpoint is achieved . Property
operating expense recoveries from tenants of common
area maintenance, real estate taxes and other recoverable
costs are recognized in the period the related expenses are
incurred . Lease incentives are amortized as a reduction of
rental revenue over the respective tenant lease terms . Lease
termination amounts are recognized in operating revenues
when there is a signed termination agreement, all of the
conditions of the agreement have been met, the tenant is
no longer occupying the property and the termination
consideration is probable of collection . Lease termination
amounts are paid by tenants who want to terminate their
lease obligations before the end of the contractual term of
the lease by agreement with the Company . There is no way
of predicting or forecasting the timing or amounts of future
lease termination fees . Interest income is recognized as it
is earned . 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, 2014 and 2013, tenant receivables
in the accompanying consolidated balance sheets are shown
net of allowances for doubtful accounts of $3,106,000 and
$3,604,000, respectively .
Cash Equivalents
Cash and cash equivalents consist of cash in banks and
short-term investments with original maturities of less than
three months .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 .
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, 2014, the Company believes it has
no significant risk associated with non-performance of
the financial institutions that are the counterparty to its
derivative contracts . At October 31, 2014, the Company
had approximately $19 .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 .99%
per annum . As of October 31, 2014, the Company had a
deferred asset of $63,000 (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 2014 or fiscal 2013 .
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,
2014, accumulated other comprehensive income (loss)
consisted of net unrealized gains on interest rate swap
agreements of approximately $63,000 . 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 . 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,
2014
2013
2012
$11,401
$2,409
$3,166
723
182
236
$12,124
$2,591
$3,402
7,801
7,543
7,370
735
840
834
8,536
8,383
8,204
$38,068
$8,204
$9,800
(723)
(182)
(236)
$37,345
$8,022
$9,564
23,208
23,122
20,740
219
235
224
23,427
23,357
20,964
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 .
Reclassification
Certain fiscal 2012 and 2013 amounts have been
reclassified to conform to current period presentation .
20
New Accounting Standards
In April 2014, FASB issued ASU 2014-08 which changes
the requirements for reporting discontinued operations
in ASC Subtopic 205-20 . This pronouncement has been
early adopted by the Company in the second quarter of
fiscal 2014 and as a result the Company has not included
a property that sold in the fourth quarter of fiscal 2014 as
discontinued operations .
In May 2014, the FASB issued ASU 2014-09, “Revenue
from Contracts with Customers (Topic 606)” (“ASU 2014-
09”) . The objective of ASU 2014-09 is to establish a single
comprehensive model for entities to use in accounting
for revenue arising from contracts with customers and
will supersede most of the existing revenue recognition
guidance, including industry-specific guidance . The
core principle is that an entity should recognize revenue
to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange
for those goods or services . In applying ASU 2014-09,
companies will perform a five-step analysis of transactions
to determine when and how revenue is recognized . ASU
2014-09 applies to all contracts with customers except
those that are within the scope of other topics in the FASB’s
ASC . ASU 2014-09 is effective for annual reporting periods
(including interim periods within that reporting period)
beginning after December 15, 2016 and shall be applied
using either a full retrospective or modified retrospective
approach . Early application is not permitted . The
Company is currently assessing the potential impact that
the adoption of ASU 2014-09 will have on its consolidated
financial statements .
The Company has evaluated all other new Accounting
Standards Updates issued by FASB and has concluded
that these updates do not have a material effect on the
Company’s consolidated financial statements as of
October 31, 2014 .
(2) REAL ESTATE INVESTMENTS
The Company’s investments in real estate, net of
depreciation, were composed of the following at October 31,
2014 and 2013 (in thousands):
Retail
Office
Industrial
Core Unconsolidated
Joint Ventures
$39,213
—
—
$39,213
Properties
$655,848
13,269
—
$669,117
2014
Totals
2013
Totals
$695,061 $594,267
13,521
531
$708,330 $608,319
13,269
—
The Company’s investments at October 31, 2014 consisted
of equity interests in 70 properties, which are located in
various regions throughout the northeastern part of the
United States with a concentration in the metropolitan New
York tri-state area outside of the City of New York .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s primary investment focus is neighborhood
and community shopping centers located in the region just
described . These properties are considered core properties
of the Company . The Company sold its two distribution
service facilities in fiscal 2014 which were 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, 2014
and 2013 (in thousands):
Northeast
Midwest
Southwest
2014
$708,330
—
—
$708,330
2013
$607,788
288
243
$608,319
(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
2014
2013
$ 153,346 $ 134,466
597,098
731,564
(155,208)
$ 669,117 $ 576,356
676,958
830,304
(161,187)
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 (in
thousands) $436,961 become due as follows: 2015—$71,102;
2016—$64,496; 2017—$57,764; 2018—$46,636; 2019—$39,362
and thereafter—$157,601 .
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 .00% of
consolidated revenues in each of the three years ended
October 31, 2014 .
Owned Properties and Properties Under Contract
to Purchase
In September 2014, the Company entered into a contract
to purchase, for $124 .6 million, four retail properties
totaling approximately 375,000 square feet located in the
Company’s target market of the metropolitan New York
tri-state area outside of the City of New York (“Retail
Properties”) . Pursuant to the contract, the Company placed
a deposit of $2 .5 million with the seller which is included
in prepaid expenses and other assets on the consolidated
balance sheet at October 31, 2014 . The Company completed
the purchase in December 2014 and funded the acquisition
with a combination of available cash remaining from the
sale of Class A Common Stock and the sale of its Series G
Preferred Stock (see Notes 7 & 13), borrowings under its
Unsecured Revolving Credit Facility (the “Facility”) and
a non-recourse mortgage secured by the subject property
(see Note 4) .
In August 2014, the Company, through a wholly
owned subsidiary, purchased for $47 .4 million, two retail
properties totaling 88,000 square feet located in Greenwich,
CT (the “Greenwich Properties”) . The Company funded
the acquisition with a combination of available cash,
borrowings under its Facility, other unsecured borrowings
and a non-recourse mortgage secured by the subject
property (see Note 4) . In conjunction with the purchase,
the Company incurred acquisition costs totaling $127,000,
which have been expensed in the year ended October 31,
2014 consolidated statement of income .
In January 2014, the Company, through a wholly owned
subsidiary, purchased for $9 million a 31,000 square foot
retail shopping center located in Bethel, CT (the “Bethel
Property”) . The Company funded the equity needed to
complete the purchase with proceeds from the sale of its
two non-core properties in December 2013 . In conjunction
with the purchase, the Company incurred acquisition costs
totaling $88,000, which have been expensed in the year
ended October 31, 2014 consolidated statement of income .
In December 2013, the Company, through a wholly
owned subsidiary, purchased for $18 .4 million a 63,000
square foot retail shopping center located in Boonton, NJ
(the “Boonton Property”) . The acquisition required the
assumption of an existing mortgage in the amount of $7 .8
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 fiscal year ended October 31, 2014 . The mortgage
loan requires monthly payments of principal and interest
at a fixed rate of 4 .20% per annum . The mortgage matures
in September 2022 . The Company funded the equity
needed to complete the purchase with borrowings under
its Facility . In conjunction with the purchase, the Company
incurred acquisition costs totaling $225,000, which
have been expensed in the year ended October 31, 2014
consolidated statement of income .
In December 2013, the Company, through a wholly
owned subsidiary, purchased for $11 million a 56,000
square foot retail shopping center located in Bloomfield, NJ
(the “Bloomfield Property”) . The acquisition required the
assumption of an existing mortgage in the amount of $7 .7
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 fiscal year ended October 31, 2014 . The mortgage loan
requires monthly payments of principal and interest
21
Urstadt Biddle ProPerties inc.
at a fixed rate of 5 .5% per annum . The mortgage matures in
August 2016 . The Company funded the equity needed to
complete the purchase with borrowings under its Facility .
In conjunction with the purchase, the Company incurred
acquisition costs totaling $123,000, which have been
expensed in the year ended October 31, 2014 consolidated
statement of income .
In May 2013, the Company, through a wholly owned
subsidiary, purchased 2 retail properties located in
Greenwich, CT, with a combined GLA totaling 24,000
square feet (“Post Road Properties”), for $18 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 .00% per annum . The mortgage matures in August 2016 .
The Company funded the 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 107,000 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 .00% 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
6 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
22
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 .
In December 2012, subsidiaries of the Company
purchased 2 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 .3 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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSmillion . 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 was funded with available cash
and borrowings on the Company’s 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 fiscal 2014, the Company completed evaluating the
fair value of the in-place leases for its Boonton Property,
Bethel Property and Bloomfield Property, all of which were
acquired in fiscal 2014 . As a result of its evaluation, the
Company has allocated $901,000 to a liability associated
with the net fair value assigned to the acquired leases
at the Bloomfield Property, a $71,000 liability associated
with the net fair value assigned to the acquired leases at
the Boonton Property, and a $92,000 asset associated with
the net fair value assigned to the acquired leases at the
Bethel Property, all of which amounts represent a non-
cash investing activity and are therefore not included in
the accompanying consolidated statement of cash flows
for fiscal year ended October 31, 2014 . The Company is
in the process of evaluating the fair value of the in-place
leases for its Greenwich Properties acquired in fiscal 2014;
consequently no value has yet been assigned to the leases
for these properties and the purchase price allocation is
preliminary and may be subject to change .
In fiscal 2013, the Company completed evaluating
the fair value of the in-place leases for UB Orangeburg,
LLC (“Orangeburg”), acquired in fiscal 2012 and New
Providence, acquired in fiscal 2013 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 Post Road
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 . These amounts represent 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 .
For the years ended October 31, 2014, 2013 and 2012,
the net amortization of above-market and below-market
leases amounted to $410,000, $419,000 and $515,000,
respectively, which amounts are included in base rents in
the accompanying consolidated statements of income .
In fiscal 2014, the Company incurred costs of
approximately $19 .3 million related to capital
improvements to its properties and leasing costs .
(4) MORTGAGE NOTES PAYABLE, BANK LINES
OF CREDIT AND OTHER LOANS
At October 31, 2014, mortgage notes payable and other
loans are due in installments over various periods to fiscal
2024, the loans bear interest at rates ranging from 2 .8%
to 11 .3% and are collateralized by real estate investments
having a net carrying value of approximately $333 million .
Combined aggregate principal maturities of mortgage
notes payable during the next five years and thereafter are
as follows (in thousands):
2015
2016
2017
2018
2019
Thereafter
Principal
Scheduled
Repayments Amortization
$ 4,591
4,597
4,253
3,178
2,840
8,783
$28,242
$ 7,253
14,684
49,524
—
26,879
78,565
$176,905
Total
$ 11,844
19,281
53,777
3,178
29,719
87,348
$205,147
In August 2014, the Company borrowed $25 .0 million
under a newly executed Unsecured Term Loan (the “Term
Loan’) with The Bank of New York Mellon as the lender .
The Term Loan has a term of six months with a Company
option for a six month extension . The Term Loan will bear
interest at Eurodollar rate plus 1 .4% to 1 .9% based on
consolidated indebtedness . The Term Loan has the same
financial covenants as the Facility . The Company used the
borrowings to fund a portion of the purchase price of the
Greenwich Properties .
The Company has an $80 million Unsecured Revolving
Credit Facility (the “Facility”) with a syndicate of 4 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
23
Urstadt Biddle ProPerties inc.
the Facility’s borrowing capacity up to $125 million . The
maturity date of the Facility is September 21, 2016 with
a 1-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 .50% to
2 .00% 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, 2014 .
During the fiscal years ended October 31, 2014 and
2013, respectively, the Company borrowed $65 .1 million
and $38 .4 million on its Facility to fund a portion of the
equity for property acquisitions and capital improvements
to its properties . During the fiscal years ended October 31,
2014 and 2013, respectively, the Company re-paid $58 .8
million and $40 .7 million on its Facility with proceeds
from a combination of non-recourse mortgage financings,
Class A Common stock and preferred stock offerings and
available cash .
In November 2014, the Company entered into a
commitment with a lender to place a $62 .7 million non-
recourse first mortgage loan that will encumber the Retail
Properties that the Company purchased in December 2014 .
The mortgage loan requires monthly payments of principal
and interest in the amount of $294,000 at a fixed interest
rate of 3 .85% per annum . The mortgage matures in January
2027 . Proceeds from the mortgage were used to repay the
Facility . The Company closed the mortgage financing in
December of 2014 . In conjunction with the commitment,
the Company deposited $628,000 with the lender,
which is included in prepaid expenses and other assets
at October 31, 2014 .
During fiscal 2014, the Company, through a wholly
owned subsidiary, assumed an existing non-recourse first
mortgage loan encumbering the Boonton Property at its
estimated fair value of $7 .8 million . The mortgage loan
requires monthly payments of principal and interest at a
fixed rate of 4 .2% per annum . The mortgage matures in
September 2022 .
During fiscal 2014, the Company, through a wholly
owned subsidiary, assumed an existing non-recourse first
24
mortgage loan encumbering the Bloomfield Property at
its estimated fair value of $7 .7 million . The mortgage loan
requires monthly payments of principal and interest at a
fixed rate of 5 .5% per annum . The mortgage matures in
August 2016 .
During fiscal 2014, the Company, through a wholly
owned subsidiary, assumed an existing non-recourse first
mortgage loan encumbering the McLean Plaza Property
at its estimated fair value of $2 .8 million . The mortgage
matured in December 2014 and was refinanced with a new
lender . The new $5 million mortgage matures in November
2024 and requires monthly payments of interest only at a
fixed rate of interest of 3 .7% per annum .
During fiscal 2014, the Company, through a wholly
owned subsidiary, placed a non-recourse first mortgage
loan encumbering the Greenwich Properties in the amount
of $24 .5 million . The mortgage loan requires monthly
payments of principal and interest at a fixed rate of 4 .07%
per annum . The mortgage matures in November 2024 .
Proceeds from the mortgage were used to repay the Facility .
During fiscal 2014, the Company refinanced a non-
recourse mortgage loan encumbering one of its retail
properties in the amount of $16 .2 million . The mortgage
loan requires monthly payments of principal and interest
at a fixed rate of 3 .995% per annum . The mortgage matures
in August 2024 .
During fiscal 2013, the Company, through a wholly
owned subsidiary, assumed an existing first mortgage loan
encumbering the Post Road 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, 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 .
During fiscal 2012, the Company assumed a first
mortgage payable in the amount of $7 .4 million in
conjunction with its investment in Orangeburg (see
Note 5 below) . The loan requires payments of principal
and interest at a fair market value interest rate of 2 .04%
(6 .19% contractual rate) . Subsequent to the assumption,
Orangeburg extended the loan with the current lender for
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSan additional 5 years, leaving all terms unchanged, except
the interest rate 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 .0 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 30-year amortization schedule at the fixed
interest rate of 4 .85% .
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 .30% 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 .
Interest paid in the years ended October 31, 2014, 2013,
and 2012 was approximately $10 .3 million, $8 .5 million and
$8 .6 million, respectively .
(5) CONSOLIDATED JOINT VENTURES
AND REDEEMABLE NONCONTROLLING
INTERESTS
The Company has an investment in three joint ventures,
UB Ironbound, LP (“Ironbound”), Orangeburg and
McLean Plaza, each of which owns a commercial retail real
estate property . The Company has evaluated its investment
in these three joint ventures and has concluded that the
ventures are not Variable Interest Entities (“VIE or VIE’s”);
however, the 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 the
ventures and that the joint ventures should be consolidated
into the consolidated financial statements of the Company .
The Company’s investments in the consolidated joint
ventures are 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 .
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 21 .7%
interest in Orangeburg, which owns a CVS Pharmacy
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 . Upon liquidation, proceeds
from the sale of Orangeburg assets are to be distributed
in accordance with the operating agreement . Orangeburg
has a defined termination date of December 31, 2097 .
Since purchasing this property, the Company has made
additional investments in the amount of $1 .7 million
in Orangeburg and as a result as of October 31, 2014
its ownership percentage has increased to 21 .7% from
approximately 2 .00% at inception .
25
Urstadt Biddle ProPerties inc.McLean Plaza
In October 2014, the Company, through a wholly owned
subsidiary, acquired a 51% interest in McLean Plaza
Associates for a net investment of $6 .2 million . McLean
Plaza’s sole asset is a grocery anchored shopping center
located in Yonkers, NY . Distributions of available cash flow
are made in accordance with the joint venture owners,
ownership percentage . McLean Plaza is encumbered by a
first mortgage payable in the amount of $2 .8 million .
Noncontrolling interests:
The Company accounts for noncontrolling interests
in accordance with ASC Topic 810, “Consolidation .”
Because the limited partners or noncontrolling members
in Ironbound, Orangeburg and McLean Plaza 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 the
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,
2014 and 2013, the Company adjusted the carrying value
of the noncontrolling interests by $887,000 and $422,000,
respectively, with the corresponding adjustment recorded
in stockholders’ equity .
The following table sets forth the details of the
Company’s redeemable noncontrolling interests at
October 31, 2014 and 2013 (amounts in thousands):
Beginning balance
Initial McLean Plaza
noncontrolling interest
Change in redemption value
Ending balance
October 31,
2014
$11,843
6,134
887
$18,864
2013
$11,421
—
422
$11,843
26
(6) INVESTMENTS IN AND ADVANCES TO
UNCONSOLIDATED JOINT VENTURES
At October 31, 2014 and 2013, 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%)
Gateway Plaza (50% in 2014 and
0% in 2013)
Midway Shopping Center, L .P .
(11 .642%)
Putnam Plaza Shopping Center (66 .67%)
Applebee’s at Riverhead (50% in 2014
and 0% in 2013)
81 Pondfield Road Company (20%)
Total
October 31,
2014
2013
$18,380
$18,277
7,069
5,322
6,525
—
5,668
6,764
1,194
723
$39,213
—
723
$31,432
Gateway Plaza and Applebee’s at Riverhead
In February 2014, the Company, through two wholly
owned subsidiaries, purchased a 50% undivided
equity interest in the Gateway Plaza Shopping Center
(“Gateway”) for $6 .1 million and Applebee’s at Riverhead
(“Applebee’s”) for $1 .1 million . Both investments were
inclusive of the Company assuming its 50% interest
in the mortgages encumbering both properties . Both
properties are located in Riverhead, New York (together
the “Riverhead Properties”) . Gateway, a 194,000 square foot
shopping center anchored by a 168,000 square foot newly
constructed Walmart which also has 27,000 square feet of
newly constructed in-line space that is partially leased .
Applebee’s has a 5,400 square foot free standing Applebee’s
restaurant with additional development rights for 7,200
square feet . The Company accounts for its investment
in the Riverhead Properties 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 properties,
which preclude the Company from consolidating the
investments . The Company has evaluated its investment
in the two properties and has concluded that the ventures
are not VIE’s . 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 .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Simultaneously with the acquisition of Gateway, a $14 .0
million non-recourse first mortgage payable was placed on
the property with $12 .0 million of the proceeds distributed
to the seller . The remaining $2 .0 million of the principal
is held in escrow by the lender until certain conditions
are met regarding the leasing of the 27,000 square foot
building . The new mortgage has a term of ten years and
requires payments of principal and interest at a fixed rate
of interest of 4 .2% per annum .
Chestnut Ridge and Plaza 59 Shopping Centers
The Company, through two wholly owned subsidiaries,
owns 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 but does not control the
venture 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 .
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 .
27
Urstadt Biddle ProPerties inc.(7) STOCKHOLDERS’ EQUITY
Authorized Stock
The Company’s Charter authorizes up to 200,000,000
shares of various classes of stock . 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 .
Preferred Stock
On October 22, 2014, we issued notice of our intent to
redeem all of the outstanding shares of our 7 .5% Series D
Senior Cumulative Preferred Stock with a liquidation
preference $25 per share . As a result, as of October 31,
2014 the outstanding Series D preferred stock has been
reclassified out of stockholders’ equity and is reflected as
a liability at redemption value and we recognized a loss of
$1 .87 million on our consolidated statement of income for
the fiscal year ended October 31, 2014, which represents the
difference between redemption value and carrying value
net of original deferred issuance costs . We completed this
redemption on November 20, 2014 .
The Series F Preferred Stock is non-voting, has no stated
maturity and is redeemable for cash at $25 per share at
the Company’s option on or after October 24, 2017 . 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 holders 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 holders 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 2014, the Company completed the public
offering of 2,800,000 shares of 6 .75% Series G Senior
Cumulative Preferred Stock (the “Series G Preferred Stock”)
at a price of $25 per share for net proceeds of $67 .8 million
after underwriting discounts but before offering expenses .
These shares are nonvoting, have no stated maturity and
are redeemable for cash at $25 per share at the Company’s
option on or after October 28, 2019 . Holders of these shares
28
are entitled to cumulative dividends, payable quarterly
in arrears . Dividends accrue from the date of issue at the
annual rate of $1 .6875 per share per annum . The holders of
our Series G Preferred Stock have general preference rights
with respect to liquidation and quarterly distributions .
Except under certain conditions holders of the Series G
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 G 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 G Preferred Stock will have the right to
convert all or part of the shares of Series G 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 G Preferred Stock are reflected as
a reduction of additional paid in capital . In November 2014,
the underwriter notified the Company that it was exercising
its over-allotment option and that it would purchase an
additional 200,000 shares of Series G preferred stock at
$25 per share . As a result, in November 2014, the Company
received an additional $4 .8 million in net proceeds .
In fiscal 2012, the Company repurchased its remaining
Series C Senior Cumulative Preferred Stock outstanding
and as a result included the $892,000 and $1 .3 million excess
of the repurchase price of the preferred shares paid over
the carrying amount of the shares as a reduction of income
available to Common and Class A Common shareholders
in the accompanying consolidated statement of income
for the years ended October 31, 2013 and 2012, respectively .
On November 21, 2012, the Company redeemed all of its
outstanding Series E Senior Cumulative Preferred Stock .
As a result, the Company included the $3 .3 million excess
of the repurchase price of the preferred shares paid over the
carrying amount of the Series E preferred stock 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 .
Common Stock
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 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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock will receive not less than 110% of the regular
quarterly dividends paid on each share of Common Stock .
The Company has a Dividend Reinvestment and Share
Purchase Plan (as amended) (the “DRIP”), that permits
stockholders to acquire additional shares of Common Stock
and Class A Common Stock by automatically reinvesting
dividends . During fiscal 2014, the Company issued 6,347
shares of Common Stock and 6,811 shares of Class A
Common Stock (5,797 shares of Common Stock and 6,724
shares of Class A Common Stock in fiscal 2013) through
the DRIP . As of October 31, 2014, there remained 357,953
shares of Common Stock and 416,273 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 2 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 .
Stock Repurchase
Previously, the Board of Directors of the Company
approved a share repurchase program (“Original
Program”) for the repurchase of up to 1,500,000 shares
of Common Stock, Class A Common Stock and the
Company’s Series C and Series D Senior Cumulative
Preferred Stock in open-market transactions . Recognizing
that the Company issued a new Series F Preferred Stock
in October 2012 and that the remaining outstanding
shares of the Series C Cumulative Preferred Stock were
redeemed in May 2013, the Board of Directors terminated
the Original Program in December 2013 and at the same
time approved a new share repurchase program (the
“Current Program”) for the repurchase of up to 2,000,000
shares of Common stock and Class A Common stock and
Series D Senior Cumulative Preferred stock and Series F
Cumulative Preferred stock in open market transactions .
Prior to terminating the Original Program, the Company
had repurchased 4,600 shares of Common Stock and
724,578 shares of Class A Common Stock under the
Original Program .
(8) STOCK COMPENSATION AND OTHER
BENEFIT PLANS
Restricted Stock Plan
The Company has a Restricted Stock Plan that
provides a form of equity compensation for employees
of the Company . The Plan, which is administered by the
Company’s compensation committee, 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 compensation committee,
may be awarded in any combination of Class A Common
shares or Common shares .
In accordance with ASC Topic 718, the Company
recognizes compensation expense for restricted stock
awards upon the earlier of the explicit vesting period or
the date a participant first becomes eligible for retirement
unless a waiver was received by an employee over the
retirement age, waving his right to continued vesting
after retirement . For non-vested restricted stock awards
granted prior to the adoption of ASC Topic 718 in 2005,
the Company continues to recognize compensation
expense over the explicit vesting periods and accelerates
any remaining unrecognized compensation cost when a
participant actually retires .
In fiscal 2014, the Company awarded 152,000 shares of
Common Stock and 80,500 shares of Class A Common
Stock to participants in the Plan . The grant date fair value
of restricted stock grants awarded to participants in 2014 was
approximately $3 .8 million . As of October 31, 2014, there was
$12 .6 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 .64 years . For the years ended October 31, 2014, 2013
and 2012, amounts charged to compensation expense
totaled $4,088,000, $4,073,000 and $3,824,000, respectively .
29
Urstadt Biddle ProPerties inc.
A summary of the status of the Company’s non-vested restricted stock awards as of October 31, 2014, and changes
during the year ended October 31, 2014 are presented below:
Non-vested at October 31, 2013
Granted
Vested
Forfeited
Non-vested at October 31, 2014
Common Shares
Weighted-
Average
Grant Date
Fair Value
$15 .88
$15 .60
$13 .88
—
$16 .21
Shares
1,479,700
152,000
(250,900)
—
1,380,800
Class A Common Shares
Weighted-
Average
Grant Date
Fair Value
$17 .39
$18 .32
$15 .18
$18 .48
$18 .01
Shares
404,150
80,500
(78,400)
(6,300)
399,950
Profit Sharing and Savings Plan
The Company has a profit sharing and savings plan
(the “401K Plan”), which permits eligible employees
to defer a portion of their compensation in accordance
with the Internal Revenue Code . Under the 401K Plan,
the Company made contributions on behalf of eligible
employees . The Company made contributions to the 401K
Plan of approximately $150,000 in each of the three years
ended October 31, 2014, 2013 and 2012 . 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 .
(9) 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
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, 2014 and 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 .”
The Company measures its redeemable noncontrolling
interests and interest rate swap derivatives 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, 2014 and 2013 (amounts in thousands):
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Measurements at Reporting Date Using
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$ —
$9,802
$ —
$8,946
$63
$—
$81
$—
$ —
$9,062
$ —
$2,897
Total
$ 63
$18,864
$ 81
$11,843
Fiscal Year Ended October 31, 2014
Assets:
Interest Rate Swap Agreement
Liabilities:
Redeemable noncontrolling interests
Fiscal Year Ended October 31, 2013
Assets:
Interest Rate Swap Agreement
Liabilities:
Redeemable noncontrolling interests
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 . Fair market value measurements based upon
Level 3 inputs changed from $2,897 at November 1, 2013
to $9,062 at October 31, 2014 as a result of a $31 increase
in the redemption value of the Company’s noncontrolling
interest in Ironbound in accordance with the application
of ASC Topic 810 and an increase in the amount of $6,134
representing the non-controlling interest in the Company’s
McLean Plaza investment (see Note 5) .
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 and the unsecured term loan
are 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 and other loans are estimated
to have a fair value of approximately $206 million and
$155 million at October 31, 2014 and October 31, 2013,
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 property’s in-place leases
(see Note 1) . 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 from October 31, 2013, 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 .
(10) 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, 2014, the Company had commitments of
approximately $3 .9 million for tenant-related obligations .
(11) 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, 2014
and 2013 adjusted to give effect to the property acquisitions
completed in fiscal 2013, fiscal 2014 and acquisitions
completed from November 1, 2014 to the date of this report
(see Note 3) as though these transactions were completed
on November 1, 2012 .
31
Urstadt Biddle ProPerties inc.
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 that year
nor does it purport to represent the results of future
operations (amounts in thousands) .
The following table summarizes the revenues and
income from continuing operations that is included in the
Company’s historical consolidated statement of income for
the year ended October 31, 2014 for the properties acquired
in fiscal 2014 as more fully described in Note 3 (amounts in
thousands) .
2014
$117,136
Pro forma revenues
Pro forma income from continuing operations $ 56,972
Pro forma income from continuing
operations applicable to Common
and Class A Common stockholders:
$ 40,446
Year Ended October 31,
2013
$116,494
$ 34,971
$ 14,934
Revenues
Income from continuing operations
$4,163
$ 886
(12) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The unaudited quarterly results of operations for the years ended October 31, 2014 and 2013 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, 2014
Quarter Ended
Jan 31 Apr 30
$25,952
$ 6,482
$25,195
$ 6,621
July 31 Oct 31
$26,226
$24,955
$32,494
$ 7,494
$ 6,465
(3,453)
—
$ 6,334
(3,453)
—
$ 7,343
(3,453)
—
$32,342
(3,453)
(1,870)
Year Ended October 31, 2013
Quarter Ended
Jan 31 Apr 30
$23,737 $22,834 $23,613
$ 6,814 $ 7,173 $ 7,840
July 31 Oct 31
$24,061
$ 7,278
$ 7,014 $ 7,421 $ 7,915
(3,606)
(68)
(3,961)
(3,759)
(3,929)
(406)
$ 7,445
(3,453)
—
$ 3,012
$ 2,881
$ 3,890
$27,019
$ (706) $ 3,086 $ 4,241
$ 3,992
Per Share Data:
Net Income from Continuing Operations—Basic:
Class A Common Stock
Common Stock
$.10
$.09
$.10
$.09
$.13
$.11
Net Income from Continuing Operations—Diluted:
Class A Common Stock
Common Stock
$.10
$.09
$.09
$.08
$.12
$.11
$.90
$.80
$.87
$.77
$( .04)
$( .03)
$ .09
$ .08
$ .13
$ .12
$( .04)
$( .03)
$ .09
$ .08
$ .13
$ .11
$ .12
$ .11
$ .12
$ .11
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 .
(13) SUBSEQUENT EVENTS
On December 11, 2014, the Board of Directors of the
Company declared cash dividends of $0 .225 for each
share of Common Stock and $0 .2550 for each share of
Class A Common Stock . The dividends are payable on
January 16, 2015 to stockholders of record on January 5,
2015 . The Board of Directors also ratified the actions of the
Company’s compensation committee authorizing awards
of 152,000 shares of Common Stock and 92,750 shares of
Class A Common Stock to certain officers, directors and
32
employees of the Company effective January 2, 2015,
pursuant to the Company’s restricted stock plan . The fair
value of the shares awarded totaling $4 .8 million will be
charged to expense over the respective vesting periods .
In November 2014, the Company sold 2,500,000 shares
of Class A Common Stock in an underwritten follow-on
common stock offering for $20 .82 per share and raised
net proceeds of $52 .1 million . In addition, in November
2014, the underwriters of the offering exercised their over-
allotment option and purchased an additional 375,000
shares of Class A Common stock at the same price, which
raised an additional $7 .8 million .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2014 and 2013 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, 2014 . 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, 2014 and 2013, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended October 31, 2014, 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, 2014 based on criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) and our report dated January 12, 2015 expressed an unqualified opinion thereon .
New York, New York
January 12, 2015
PKF O’Connor Davies
a division of O’Connor Davies, LLP
33
Urstadt Biddle ProPerties inc.
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 and
Section 21E of the Exchange Act . 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 with a concentration in the metropolitan New York
tri-state area outside of the City of New York . Other real
estate assets include office properties . The Company’s
major tenants include supermarket chains and other
retailers who sell basic necessities . At October 31, 2014, the
Company owned or had equity interests in 70 properties
containing a total of 4 .8 million square feet of GLA of which
approximately 95 .3% was leased (94 .2% at October 31, 2013) .
The above percentages exclude the Company’s White
Plains property . In November 2014, the Company obtained
a zoning change from the City of White Plains that will
allow this property to be converted to a higher and better
use . On this basis, the Company is maintaining vacancies
to make potential redevelopment possible . Included in the
70 properties are equity interests in seven unconsolidated
34
joint ventures, these joint ventures were approximately
97 .7% leased at October 31, 2014 (96 .1% at October 31,
2013) . 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 has a conservative 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
2013 and 2014, the Company’s financial data shows
increases in total revenues and expenses from period
to period .
The Company focuses on increasing cash flow, and
consequently the value of its properties, and seeks
continued growth through strategic re-leasing, renovations
and expansion of its existing properties and selective
acquisition of income-producing properties, primarily
neighborhood and community shopping centers in the
northeastern part of the United States .
Key elements of the Company’s growth strategies and
operating policies are to:
• Acquire neighborhood and community shopping
centers in the northeastern part of the United States
with a concentration on properties in the metropolitan
New York tri-state area outside of the City of New York
• 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
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCRITICAL 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
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
estimates as to fair value and the allocation of various
costs to the individual assets . The Company allocates the
cost of an acquisition based upon the estimated fair value
of the net assets acquired . The Company also estimates
the fair value of intangibles related to its acquisitions .
The valuation of the fair value of intangibles involves
estimates related to market conditions, probability of
lease renewals and the current market value of in-place
leases . This market value is determined by considering
factors such as the tenant’s industry, location within the
property and competition in the specific region in which
the property operates . Differences in the amount attributed
to the intangible assets can be significant based upon the
assumptions made in calculating these estimates .
35
Urstadt Biddle ProPerties inc. 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, 2014 .
LIQUIDITY AND CAPITAL RESOURCES
In October 2014, the Company completed the sale of
2 .8 million shares of Series G - 6 .75% preferred stock that
raised net proceeds of $67 .8 million . In November 2014
(subsequent to year end), the Company completed the sale
of an additional 200,000 shares of the Series G preferred
stock that raised an additional $4 .8 million of net proceeds .
In addition, in November 2014, the Company completed
the sale of 2,875,000 shares of Class A Common stock that
raised proceeds of $59 .9 million . Subsequent to year end,
the Company used a portion of the proceeds from these
stock sales in connection with the following:
• On November 22, 2014, $61 .25 million to repurchase
all of the Company’s Series D Preferred Stock .
• On December 10, 2014, $61 .9 million to fund a portion
of the $124 .5 million purchase of four retail properties
in the Company’s core marketplace .
At October 31, 2014, the Company had unrestricted
cash and cash equivalents of $73 .0 million compared to
$2 .9 million at October 31, 2013 . 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 market 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 conservative capital structure
with low leverage levels by commercial real estate
standards . The Company maintains a ratio of total debt
to total assets below 30% and a very strong fixed charge
coverage ratio of over 2 .19 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 August 2015 and
has forty-four properties in its consolidated core portfolio
that are not encumbered by secured mortgage debt . At
October 31, 2014, the Company had loan availability of
$64 million on its unsecured revolving line of credit .
Cash Flows
The Company expects to meet its short-term liquidity
requirements primarily by generating net cash from the
operations of its properties . The Company believes that its
net cash provided by operations will be sufficient to fund
its short-term liquidity requirements for fiscal 2015 and
to meet its dividend requirements necessary to maintain
its REIT status . In fiscal 2014, 2013 and 2012, net cash flow
provided by operations amounted to $50 .9 million, $51 .0
million and $52 .5 million, respectively . Cash dividends
paid on common and preferred shares equaled $45 .9
million in fiscal 2014 compared to $46 .6 million in fiscal
2013 and $42 .6 million in fiscal 2012 .
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
36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
impact the ability of the Company’s tenants to make lease
payments, the Company’s ability to re-lease space as
leases expire and the ability of the Company to re-lease
space at rents equal to or greater than expiring rents . In
any 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 .
Net cash flows from:
Operating Activities
Net cash flows provided by operating activities amounted
to $50 .9 million in fiscal 2014, compared to $51 .0 million in
fiscal 2013, and $52 .5 million in fiscal 2012 . The changes in
operating cash flows were primarily the result of:
Decrease from fiscal 2013 to fiscal 2014:
Predominantly caused by a decrease in accounts
receivable collected and an increase in restricted cash
related to new escrow accounts associated with mortgages
assumed with new property acquisitions in fiscal 2014
offset by the addition of the net operating results of
the Company’s acquired properties in fiscal 2013 and
fiscal 2014 .
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 .
Investing Activities
Net cash flows used in investing activities was $54 .6
million in fiscal 2014, $49 .6 million in fiscal 2013 and $10 .8
million in fiscal 2012 . The change in investing cash flows
was primarily the result of:
Increase in cash used from fiscal 2013 to fiscal 2014:
The Company acquired 8 properties in fiscal 2014
requiring $81 .7 million in equity versus acquiring
11 properties in fiscal 2013 requiring $58 .4 million in
equity . The Company also re-tenanted two shopping
centers and as a result, the Company has expended
$19 .3 million on improvements to its properties in fiscal
2014 versus only $9 .5 million in fiscal 2013 . In addition,
the Company had loaned $13 million to one of its
unconsolidated joint ventures in a prior year, that loan
was repaid in fiscal 2013 . This increase in cash used by
investing activities was partially offset by proceeds in
the amount of $47 .8 million from the sale of three of the
Company’s properties in fiscal 2014 .
Increase in cash used from fiscal 2012 to fiscal 2013:
The Company acquired 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 had deposits of $3 .3
million in fiscal 2013 to purchase additional commercial
real estate . The Company also re-tenanted two shopping
centers and as a result, the Company expended $9 .5
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 and
the Company receiving, in fiscal 2013 loan repayments of
$13 million on a loan the Company had made to one of its
unconsolidated joint ventures in a prior year .
The Company regularly makes capital investments
in its properties for property improvements, tenant
improvements costs and leasing commissions .
Financing Activities
Net cash flows provided by financing activities
amounted to $73 .8 million in fiscal 2014 as compared with
net cash used by financing activities in the amount of $76 .5
million in fiscal 2013 compared with net cash provided by
financing activities in the amount of $31 .8 million in fiscal
2012 . The change in net cash provided (used) by financing
activities was primarily attributable to:
Cash generated:
Fiscal 2014: (Total $198.8 million)
• Proceeds from revolving credit line borrowings of
$65 .1 million .
• Proceeds from unsecured term loan borrowing of
$25 million .
• Proceeds from mortgage financings of $40 .7 million .
• Proceeds from issuance of Series G preferred stock of
$67 .8 million .
37
Urstadt Biddle ProPerties inc.
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 the 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 .
Cash used:
Fiscal 2014: (Total $125.0 million)
• Dividends to shareholders in the amount of $45 .9 million .
• Repayments of mortgage notes payable in the amount
of $20 .3 million .
• Repayments of revolving credit line borrowings in the
amount of $58 .8 million .
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 .
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 1-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 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, 2014 .
During the fiscal years ended October 31, 2014 and 2013,
respectively, the Company borrowed $65 .1 million and
$38 .4 million on its Facility to fund a portion of its equity
for property acquisitions and capital improvements to
its properties . During the fiscal years ended October 31,
2014 and 2013, respectively, the Company re-paid $58 .8
million and $40 .7 million on its Facility with proceeds
from a combination of non-recourse mortgage financings,
Class A Common stock and preferred stock offerings and
available cash .
38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In November 2014, the Company entered into a
commitment with a lender to place a $62 .7 million non-
recourse first mortgage loan that now encumbers the retail
properties that the Company purchased in December
2014 . In conjunction with the commitment, the Company
deposited $628,000 with the lender, which is included in
prepaid expenses and other assets at October 31, 2014 . The
mortgage loan requires monthly payments of principal
and interest in the amount of $294,000 at a fixed interest
rate of 3 .85% per annum . The mortgage matures in January
2027 . Proceeds from the mortgage were used to repay the
Facility . The Company completed the mortgage financing
in December of 2014 .
During fiscal 2014, the Company, through a wholly
owned subsidiary, assumed an existing non-recourse first
mortgage loan encumbering the Boonton property at its
estimated fair value of $7 .8 million . The mortgage loan
requires monthly payments of principal and interest at a
fixed rate of 4 .2% per annum . The mortgage matures in
September 2022 .
During fiscal 2014, the Company, through a wholly
owned subsidiary, assumed an existing non-recourse first
mortgage loan encumbering the Bloomfield property at
its estimated fair value of $7 .7 million . The mortgage loan
requires monthly payments of principal and interest at a
fixed rate of 5 .5% per annum . The mortgage matures in
August 2016 .
During fiscal 2014, the Company, through a wholly
owned subsidiary, assumed an existing non-recourse first
mortgage loan encumbering the McLean Plaza property
at its estimated fair value of $2 .8 million . The mortgage
matured in November 2014 and was refinanced with a new
lender . The new $5 million mortgage matures in November
2024 and requires monthly payments of interest only at a
fixed rate of interest of 3 .7% per annum .
During fiscal 2014, the Company, through a wholly
owned subsidiary, placed a non-recourse first mortgage
loan encumbering the Greenwich properties in the amount
of $24 .5 million . The mortgage loan requires monthly
payments of principal and interest at a fixed rate of 4 .07%
per annum . The mortgage matures in November 2024 .
Proceeds from the mortgage were used to repay the Facility .
During fiscal 2014, the Company refinanced a non-
recourse mortgage loan encumbering one of its retail
properties in the amount of $16 .2 million . The mortgage
loan requires monthly payments of principal and interest
at a fixed rate of 3 .995% per annum . The mortgage
matures in August 2024 . The interest rate prior to
refinancing was 6 .66%
During fiscal 2013, the Company, through a wholly
owned subsidiary, assumed an existing first mortgage loan
encumbering the Post Road 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, 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 .
During fiscal 2012, the Company assumed a first mortgage
payable in the amount of $7 .4 million in conjunction with
its investment in Orangeburg . The loan requires payments
of principal and interest at a fair market value interest
rate of 2 .04% (6 .19% contractual rate) . Subsequent to the
assumption, Orangeburg extended the loan with the
current lender for an additional 5 years, leaving all terms
unchanged, except the interest rate 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 .0 million by
placing a non-recourse first mortgage on its Dock Property .
The loan is for a term of ten years and will require payments
of principal and interest based on a 30-year amortization
schedule at the fixed interest rate of 4 .85% .
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 .
39
Urstadt Biddle ProPerties inc. 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 $205 .1 million consist of fixed rate mortgage
loan indebtedness with a weighted average interest rate of
4 .8% at October 31, 2014 . The mortgage loans are secured
by 19 properties with a net book value of $333 million and
have fixed rates of interest ranging from 2 .8% to 11 .3% .
The Company made principal payments of $20 .3 million
(including the refinancing of a $16 .2 million mortgage
in fiscal 2014) compared with $6 .6 million (including the
repayment of $3 .2 million in mortgages that matured) in
fiscal 2013 compared with $15 .0 million (including the
repayment of $11 .8 million in mortgages that matured) in
fiscal 2012 . The Company may refinance its mortgage loans,
at or prior to scheduled maturity, through replacement
mortgage loans . The ability to do so, however, is dependent
upon various factors, including the income level of the
properties, interest rates and credit conditions within the
commercial real estate market . Accordingly, there can be no
assurance that such re-financings can be achieved .
Contractual Obligations
The Company’s contractual payment obligations as of October 31, 2014 were as follows (amounts in thousands):
Payments Due by Period
Mortgage notes payable
Interest on mortgage notes payable
Revolving Credit Lines
Unsecured Term Loan
Tenant obligations*
Total Contractual Obligations
Total
$205,147
42,821
15,550
25,000
3,899
$292,417
2015
$11,844
10,445
—
25,000
3,899
$51,188
2016
$19,281
9,890
15,550
—
—
$44,721
2017
$53,777
7,213
—
—
—
$60,990
2018
$3,178
6,261
—
—
—
$9,439
2019
$29,719
5,441
—
—
—
$35,160
There-
after
$87,348
3,571
—
—
—
$90,919
*Committed tenant-related obligations based on executed leases as of October 31, 2014 .
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 seven off-balance sheet investments
in real 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 and Plaza 59
Shopping Centers, a 50% equity interest in the Gateway
Plaza Shopping Center and the Riverhead Applebee’s
Plaza and a 20% economic interest in a partnership that
owns a primarily retail real estate investment . These
unconsolidated joint ventures are accounted for under
the equity method of accounting as we have the ability to
exercise significant influence over, but not control of, the
operating and financial decisions of these investments . Our
off-balance sheet arrangements are more fully discussed in
Note 6, “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 2014,
the Company paid approximately $19 .3 million for
property improvements, tenant improvement and leasing
commission costs . The amount of these expenditures
was slightly higher than normal in fiscal 2014 as the
Company was re-tenanting two properties, which re-
tenanting required more capital disbursement than the
Company’s norm . The Company does not anticipate this
type of expenditure to be recurring . The amounts of these
expenditures can vary significantly depending on tenant
negotiations, market conditions and rental rates . The
Company expects to incur approximately $3 .9 million for
anticipated capital and tenant improvements and leasing
40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
costs in fiscal 2015 . 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 the
metropolitan New York tri-state area outside of the City
of New York .
Properties under contract to purchase
In September 2014, the Company entered into a contract
to purchase, for $124 .6 million, four retail properties
totaling approximately 375,000 square feet located in
northern New Jersey (“Retail Properties”) . The Company
completed the purchase in December 2014 . The Company
funded the acquisition with a combination of available
cash remaining from the sale of Class A Common Stock
and the sale of its Series G Preferred Stock, borrowings
under its Facility and a non-recourse mortgage secured
by the subject property (see “Financings and Debt” in
this report) .
Completed acquisitions
In October 2014, the Company, through a wholly owned
subsidiary, acquired a 51% interest in McLean Plaza
Associates for a net investment of $6 .2 million . McLean
Plaza’s sole asset is a grocery anchored shopping center
located in Yonkers, NY . McLean Plaza is encumbered by
a first mortgage payable in the amount of $2 .8 million .
Subsequent to year end the mortgage encumbering
McLean Plaza was refinanced . The new loan in the amount
of $5 million has a term of ten years and requires payments
of interest only at the fixed rate of 3 .7% .
In August 2014, the Company, through a wholly
owned subsidiary, purchased for $47 .4 million two
retail properties totaling 88,000 square feet located in
Greenwich, CT . The Company funded the acquisition with
a combination of available cash, borrowings under its
Facility, other unsecured borrowings and a non-recourse
mortgage secured by the subject property .
In January 2014, the Company, through a wholly owned
subsidiary, purchased for $9 million a 31,000 square foot
retail shopping center located in Bethel, CT . The Company
funded the equity needed to complete the purchase with
proceeds from the sale of its two non-core properties in
December 2013 .
In December 2013, the Company, through a wholly
owned subsidiary, purchased for $18 .4 million a 63,000
square foot retail shopping center located in Boonton, NJ .
The acquisition required the assumption of an existing
mortgage in the amount of $7 .8 million . The mortgage loan
requires monthly payments of principal and interest at a
fixed rate of 4 .2% per annum . The mortgage matures
in September 2022 . The Company funded the equity
needed to complete the purchase with borrowings
under its Facility .
In December 2013, the Company, through a wholly
owned subsidiary, purchased for $11 .0 million a 56,000
square foot retail shopping center located in Bloomfield,
NJ . The acquisition required the assumption of an existing
mortgage in the amount of $7 .7 million . The mortgage loan
requires monthly payments of principal and interest at a
fixed rate of 5 .5% per annum . The mortgage matures in
August 2016 . The Company funded the equity needed to
complete the purchase with borrowings under its Facility .
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, for $18 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 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 the 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 May 2013, the Company, through a wholly owned
subsidiary, purchased a 107,000 square foot 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
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 the 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 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 . The Company funded
the equity with proceeds from its Class A Common Stock
and Series F Preferred Stock offerings completed
in October 2012 .
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
41
Urstadt Biddle ProPerties inc.of an existing first mortgage loan on the property at its
estimated 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 for each unit of
Orangeburg ownership . The annual cash distribution will
be paid from available cash, as defined, of Orangeburg .
Upon liquidation, proceeds from the sale of Orangeburg
assets are to be distributed in accordance with operating
agreement . 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 $1 .7 million in Orangeburg, and as a result, as
of October 31, 2014 its ownership percentage has increased
from 2% to 21 .7% .
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 . 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 December 2011 (fiscal 2012), 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 mortgage matured in April
2012 and was repaid . The remaining equity needed to
complete the acquisition was funded with available cash
and borrowings on the Company’s Facility .
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 .
In December 2013, the Company sold its remaining two
non-core properties and realized a gain on sale of $12 .5
million and reinvested the proceeds from the sale into
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 Stockholders in
accordance with GAAP to FFO for each of the three
years in the period ended October 31, 2014 (amounts in
thousands):
42
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Year Ended October 31,
2014
2013
2012
Net Income Applicable to
Common and Class A
Common Stockholders
Real property depreciation
Amortization of tenant
$ 49,469
$10,613
$ 12,966
15,020
14,147
13,277
improvements and allowances
3,298
2,957
2,875
Amortization of deferred
leasing costs
Depreciation and amortization
on discontinued operations
Depreciation and amortization on
unconsolidated joint ventures
(Gain)/loss on sale of properties
520
341
1,255
(36,871)
593
47
974
175
426
84
911
88
Funds from Operations Applicable
to Common and Class A
Common Stockholders
$ 33,032
$ 29,506
$ 30,627
Net Cash Provided by (Used in):
Operating Activities
Investing Activities
Financing Activities
$ 50,915
$(54,624)
$ 73,793
$ 50,952
$ 52,504
$(49,631) $(10,778)
$(76,468) $ 31,837
FFO amounted to $33 .0 million in fiscal 2014 compared to
$29 .5 million in fiscal 2013 and $30 .6 million in fiscal 2012 .
The change in FFO was predominantly attributable to: a) the
Company incurring $4 .2 million in one-time preferred stock
redemption charges in fiscal 2013 versus only $1 .87 million
in fiscal 2014; b) a decrease of $1 .1 million in preferred stock
dividends in fiscal 2014 mainly the result of the Company
issuing a new preferred stock series in October 2012 in
RESULTS OF OPERATIONS
advance of being able to redeem its Series C Preferred Stock
series in fiscal 2013; and c) the additional net operating
income related to the Company’s acquisitions in fiscal 2013
and fiscal 2014 in excess of the financing cost of that capital .
The net decrease in FFO in fiscal 2013, when compared
with fiscal 2012 was 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 .7 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 when the Company
sold the above mentioned marketable securities in fiscal 2013 .
Fiscal 2014 vs. Fiscal 2013
The following information summarizes the Company’s results of operations for the years ended October 31, 2014 and
2013 (amounts in thousands):
Year Ended October 31,
2014
2013
Increase
(Decrease) Change
Change Attributable to:
Property Properties Held
In Both Periods
(Note 1)
% Acquisitions/
Sales
Revenues
Base rents
Recoveries from tenants
Other income
Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
Non-Operating Income/Expense
Interest expense
Interest, dividends, and other investment income
$75,099
24,947
2,099
$70,052
22,594
2,343
$ 5,047
2,353
(244)
7 .2%
10 .4%
(10 .4)%
$4,753
1,934
77
18,926
16,997
19,249
8,016
10,235
134
17,471
15,524
17,769
8,211
9,094
1,345
1,455
1,473
1,480
(195)
8 .3%
9 .5%
8 .3%
(2 .4)%
1,141
(1,211)
12 .5%
(90 .0)%
1,260
1,029
1,235
n/a
1,277
n/a
$ 294
419
(321)
195
444
245
n/a
(136)
n/a
Note 1—Properties held in both periods includes only properties owned for the entire periods of 2014 and 2013. All other properties are included in the property
acquisition/sales column. There are no properties excluded from the analysis.
43
Urstadt Biddle ProPerties inc.
Revenues:
Base rents increased by 7 .2% to $75 .1 million in fiscal
2014 as compared with $70 .1 million in the comparable
period of 2013 . The increase in base rents and the changes
in other income statement line items were attributable to:
Property Acquisitions and Properties Sold:
In fiscal 2013 and fiscal 2014, the Company purchased
17 properties totaling approximately 475,000 square
feet of GLA . These properties accounted for all of the
revenue and expense changes attributable to property
acquisitions during fiscal 2014 when compared with 2013 .
The Company also sold two properties in fiscal 2014 that
are included in continuing operations, the revenues and
expense changes for these two properties are also included
in this column . 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 increase in base rents for properties held during
the entire period of fiscal 2014 and fiscal 2013 was a result
of the leasing of vacant space in our portfolio in excess of
new vacancies . In fiscal 2014, we increased the lease rate at
the Meriden property by 25% and those new leases began
to generate cash flow at various points throughout fiscal
2014 . The new leases at Meriden provided an additional
$440,000 in base rental revenue in fiscal 2014 .
In fiscal 2014, the Company leased or renewed
approximately 552,000 square feet (or approximately 14 .6%
of total consolidated property leasable area) at a combined
average per square foot increase of 0 .48% . At October 31,
2014, the Company’s core properties were approximately
94 .8% leased, an increase of 1 .54% from the end of fiscal
2013 . The above percentages exclude the Company’s White
Plains property . In November 2014, the Company obtained
a zoning change from the City of White Plains that will
allow this property to be converted to a higher and better
use . On this basis, the Company is maintaining vacancies
to make potential redevelopment possible .
For the fiscal year ended October 31, 2014, recoveries
from tenants for properties owned in both periods (which
represent reimbursements from tenants for operating
expenses and property taxes) increased by a net $419,000 .
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 snow removal; this
increase was partially offset by a decrease in parking lot
and building repairs .
Interest, dividends and other investment income
decreased in the fiscal year ended October 31, 2014 when
compared to the corresponding period in the prior year
by $1 .2 million, predominantly as a result of the Company
investing approximately $27 million of the proceeds from
its two equity offerings completed in October 2012 in
income producing securities for the first six months of
fiscal 2013, these securities were sold in May 2013 and the
proceeds were invested into investment properties .
Expenses:
Property operating expenses for properties held in both
fiscal year 2014 and 2013 increased by $195,000 as a result
of an increase in expenses relating to snow removal . This
increase was partially offset by a decrease in parking lot
and building repairs .
Real estate taxes for properties in both fiscal year 2014
and 2013 increased by $444,000 as a result of normal tax
assessment increases at some of our properties .
Interest expense for properties held in the fiscal
year ended October 31, 2014 when compared to the
corresponding prior period decreased by $136,000 as
a result of the normal amortization payments and the
reduction of interest caused by the refinancing of a $16
million mortgage on our Arcadian shopping center in
August . The new mortgage reduced the interest rate to
3 .995% from 6 .66% .
Depreciation and amortization expense from properties
held in the fiscal year ended October 31, 2014 when
compared to the corresponding prior period increased by
$245,000 as a result of an increase in capital improvements
on properties held in both periods, most notably our
Townline Square Center in Meriden, CT . That center
was in the process of being re-tenanted, which included
increased tenant improvement costs and additional capital
improvements on the property .
General and administrative expenses were relatively
unchanged in fiscal 2014 when compared with fiscal 2013 .
44
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSFiscal 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
Other income
Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
Year Ended
October 31,
2013
2012
$70,052
22,594
2,343
$67,543
20,603
2,160
17,471
15,524
17,769
8,211
14,200
15,114
16,637
7,545
Change Attributable to:
Increase
(Decrease) Change
% Acquisitions/
Sales
Property Properties Held
In Both Periods
(Note 2)
$2,509
1,991
183
3,271
410
1,132
666
3 .7%
9 .7%
8 .5%
23 .0%
2 .7%
6 .8%
8 .8%
$2,623
595
(134)
488
513
801
n/a
620
n/a
$ (114)
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%
Note 2—Properties held in both periods includes only properties owned for the entire periods of 2013 and 2012. All other properties are included in the property
acquisition/sales column. There are no properties excluded from the analysis.
Revenues:
Base rents increased by 3 .7% to $70 .1 million in fiscal
2013 as compared with $67 .5 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 when compared with fiscal
2012 . 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 a decrease in straight-line rent in the
amount of $593,000, 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% .
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
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 parking lots,
building roofs and building repairs .
Real estate taxes for properties held in both periods were
relatively unchanged .
45
Urstadt Biddle ProPerties inc.
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, 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
on 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 .
Lease Rollovers
For the fiscal year ended 2014, we signed leases
for a total of 552,000 square feet of retail space in our
consolidated core portfolio . New leases for vacant spaces
were signed for 178,000 square feet at an average rental
decrease of 1 .54% on a cash basis, excluding 13,400 square
feet of new leases for which there was no prior rent history
available . Renewals for 361,000 square feet of space
previously occupied were signed at an average rental
increase of 1 .69% on a cash basis .
Tenant improvements averaged $25 .43 per square foot
for new leases and $12 .80 per square foot for renewals for
the fiscal year ended October 31, 2014 . The average term
for new leases was 7 .1 years and the average term for
renewal leases was 3 years .
The rental increases/decreases associated with new and
renewal leases generally include all leases signed in arms-
length transactions reflecting market leverage between
landlords and tenants during the period . The comparison
between average rent for expiring leases and new leases
is determined by including minimum rent paid on the
expiring lease and minimum rent to be paid on the new
lease in the first year . In some instances, management
exercises judgment as to how to most effectively reflect
the comparability of spaces reported in this calculation .
The change in rental income on comparable space leases
is impacted by numerous factors including current market
rates, location, individual tenant creditworthiness, use
of space, market conditions when the expiring lease was
signed, the age of the expiring lease, capital investment
made in the space and the specific lease structure . Tenant
improvements include the total dollars committed for
the improvement (fit-out) of a space as it relates to a
specific lease but may also include base building costs (i .e .
expansion, escalators or new entrances) which are required
to make the space leasable . Incentives (if applicable)
include amounts paid to tenants as an inducement to sign a
lease that do not represent building improvements .
The leases signed in 2014 generally become effective over
the following one to two years . There is risk that some new
tenants will not ultimately take possession of their space
and that tenants for both new and renewal leases may not
pay all of their contractual rent due to operating, financing
or other matters . However, these increases/decreases
do provide information about the tenant/landlord
relationship and the potential increase we may achieve in
rental income over time .
In 2015, we believe our leasing volume will be in-line
with our historical averages with overall positive increases
in rental income for new leases and flat to slightly positive
increases for renewal leases . However, changes in rental
income associated with individual signed leases on
comparable spaces may be positive or negative, and we
can provide no assurance that the rents on new leases will
continue to increase at the above described levels, if at all .
Property Held for Sale and Discontinued Operations
The Company has early adopted FASB Accounting
Standards Update No . 2014-08, “Presentation of Financial
Statements (ASC Topic 205) and Property, Plant, and
Equipment (ASC Topic 360)” (together, “ASU 2014-08”),
which change the requirements for reporting discontinued
operations in accordance with ASC Topic 205-20 . As a
result of this update, beginning in April 2014, the Company
no longer classifies individual properties that have been
sold or are classified as held for sale as discontinued
operations in the consolidated statement of income if
the removal, or anticipated removal, of the asset(s)
from the reporting entity does not represent a strategic
shift that has or will have a major effect on an entity’s
operations and financial results when disposed of . ASU
2014-08 requires previously reported assets that qualified
for discontinued operations reporting to continue to be
reported in that manner .
46
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS In April 2014, the Company reached a decision to actively
market for sale one of its properties located in Springfield,
MA as that property no longer met the Company’s
investment objectives . The property was sold in September
2014 for $31 million and the Company realized a gain on
sale of property of $24 .3 million . In accordance with ASU
2014-08, the revenue, expenses and gain on sale of the
property are not included in discontinued operations . The
net book value of the Springfield asset at October 31, 2013
was insignificant to financial statement presentation and as
a result the Company did not include the asset as held for
sale in accordance with ASC 360-10-45 .
The operating results of the Springfield property which
are included in the continuing operations were as follows
(amounts in thousands):
Revenues
Property operating
expense
Depreciation and
amortization
Net Income
For Year Ended October 31,
2014
$ 3,805
2013
$ 4,239
2012
$ 4,185
(1,780)
(1,764)
(1,524)
(341)
$ 1,684
(653)
$ 1,822
(645)
$ 2,016
In December 2013, prior to the adoption of ASU 2014-
08, the Company sold its two distribution service facilities
in its non-core portfolio and one core property for $18 .1
million, resulting in a gain on sale of properties of $12 .5
million . In accordance with ASC 360 and 205 the operating
results of the distribution service facilities are shown as
discontinued operations on the consolidated statements
of income for fiscal years ended October 31, 2014, 2013
and 2012 . The operating results of the other property were
insignificant to financial statement presentation and are
not shown as discontinued operations . The net book value
of the two distribution service facilities and the one core
property at October 31, 2013 are insignificant to financial
statement presentation and as a result the Company will
not include the assets as held for sale in accordance with
ASC 360-10-45 .
The combined operating results for the distribution
service facilities have been reclassified as discontinued
operations in the accompanying consolidated statements
of income . 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
For The Year Ended October 31,
2014
$141
—
2013
$1,356
—
2012
$1,565
(3)
—
(48)
(84)
$141
$1,308
$1,478
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,
2014 . 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 (2013) . Based on its assessment,
management determined that the Company’s internal control over financial reporting was effective as of October 31,
2014 . 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, 2014,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission-(“COSO”) (2013 Framework) . 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 consolidated 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, 2014 based on criteria established in Internal Control—Integrated Framework
issued by COSO (2013 Framework) .
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, 2014 and 2013, 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, 2014 and our report dated January 12, 2015 expressed an unqualified
opinion thereon .
New York, New York
January 12, 2015
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, 2014 and 2013:
Common Shares
Class A Common Shares
Gross
Gross
Dividend
Payment Date
January 17, 2014
April 17, 2014
July 18, 2014
October 17, 2014
Dividend
Payment Date
January 18, 2013
April 19, 2013
July 19, 2013
October 18, 2013
Dividend Paid Ordinary Capital Non-Taxable
Portion
$ .086
$ .086
$ .086
$ .086
$ .344
Income Gain
$ .031
$ .031
$ .031
$ .031
$ .124
Per Share
$ .225
$ .225
$ .225
$ .225
$ .90
$ .108
$ .108
$ .108
$ .108
$ .432
Dividend Paid Ordinary Capital Non-Taxable
Portion
$ .09625
$ .09625
$ .09625
$ .09625
$ .385
Per Share
$ .2525
$ .2525
$ .2525
$ .2525
$1 .01
Income
$ .12125
$ .12125
$ .12125
$ .12125
$ .485
Gain
$ .035
$ .035
$ .035
$ .035
$ .140
Common Shares
Class A Common Shares
Gross
Gross
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
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, 2014, the Company made distributions to stockholders aggregating $0 .90 per
Common share and $1 .01 per Class A Common share . On December 11, 2014, the Company’s Board of Directors approved
the payment of a quarterly dividend payable January 16, 2015 to stockholders of record on January 5, 2015 . The quarterly
dividend rates were declared in the amounts of $0 .2250 per Common share and $0 .255 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, 2014 and 2013
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, 2014
High
Low
$16.39
$15.39
$17.99
$15.64
$18.44
$17.28
$18.65
$16.90
$18.13
$18.45
$20.04
$19.88
$19.64
$20.96
$21.48
$22.08
Fiscal Year Ended
October 31, 2013
High
Low
$17 .48
$18 .72
$18 .29
$19 .60
$17 .52
$20 .13
$16 .27
$19 .00
$18 .12
$20 .24
$19 .75
$18 .91
$20 .25
$22 .27
$23 .05
$21 .46
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, 2014 (amounts in thousands, except
weighted average interest rate):
Mortgage notes payable
2015
$11,844
2016
$19,281
2017
$53,777
2018
$3,178
2019 Thereafter
$87,348
$29,719
Estimated
Total Fair Value
$205,675
$205,147
For the years ended October 31,
Weighted average interest rate
for debt maturing
4 .62%
4 .75%
5 .17%
n/a
6 .11%
4 .42%
October 31, 2014, the Company had $40 .6 million in outstanding variable rate debt (based on LIBOR) . If LIBOR were
to increase or decrease by 1%, the Company’s interest expense would increase or decrease by approximately $406,000 .
The Company believes that its weighted average fixed interest rate of 4 .8% 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 its variable rate debt to a
fixed-rate basis . As of October 31, 2014, the Company has four open derivative financial instruments . These interest rate
swaps are cross collateralized with three mortgages on properties in Rye, NY and one property in Ossining, NY . The
Rye swaps expire in October 2019 and the Ossining swap expires in October 2024, concurrent with the maturity of the
respective mortgages .
51
Urstadt Biddle ProPerties inc.
PERFORMANCE GRAPH
The following graph compares, for the five-year period beginning October 31, 2009 and ended October 31, 2014, 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 .
Urstadt Biddle Properties Inc .
Urstadt Biddle Properties Inc .—Class A
S&P 500
FTSE NAREIT All REITs
10/09
100 .00
100 .00
100 .00
100 .00
10/10
126 .15
137 .97
116 .52
140 .88
10/11
136 .68
135 .29
125 .94
154 .30
10/12
156 .40
151 .23
145 .09
182 .36
10/13
147 .28
165 .52
184 .52
200 .20
10/14
172 .89
190 .76
216 .39
237 .27
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.
KEVIN J. BANNON
Managing Director
Highmount Capital LLC
ROBERT R. DOUGLASS
Vice Chairman
Urstadt Biddle Properties Inc.
Of Counsel, Milbank, Tweed,
Hadley and McCloy
CATHERINE U. BIDDLE
Executive Vice President
Urstadt Property Company, Inc.
WILLING L. BIDDLE
President and
Chief Executive Officer
Urstadt Biddle Properties Inc.
E. VIRGIL CONWAY
Retired Chairman
New York State Metropolitan
Transportation Authority
ROBERT J. MUELLER
Retired Senior Executive
Vice President
The Bank of New York
RICHARD GRELLIER
Managing Director
Deutsche Bank Securities Inc.
GEORGE H.C. LAWRENCE
Chairman and
Chief Executive Officer
Lawrence Properties
CHARLES D. URSTADT
President
CD Property Brokerage and
Consulting LLC
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
JACKIE PERLA
Vice President
Leasing
JOHN CANNON
Senior Vice President
Management and Construction
ANDREW ALBRECHT
Assistant Vice President
Management and Construction
LINDA LACEY
Senior Vice President
Leasing
NICHOLAS CAPUANO
Vice President and
Real Estate Counsel
DIANE MIDOLLO
Vice President
Controller
HEIDI BRAMANTE
Assistant Vice President
Assistant Controller
STEVE DUDZIEC
Assistant Vice President
Leasing
ZACH FOX
Assistant Vice President
Acquisitions
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
Corporate Information
Securities Traded
New York Stock Exchange
Symbols: UBA, UBP, UBPPRF and UBPPRG
Stockholders of Record as of
December 31, 2014:
Common Stock: 739 and
Class A Common Stock: 732
Annual Meeting
The annual meeting of stockholders
will be held at 2:00 P.M. on March 25,
2015 at Six Landmark Square, 9th Floor,
Stamford, CT 06901.
Form 10-K
A copy of the company’s 2014 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.
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)
8
From top to bottom: Cedar Hill Shopping Center,
Wyckoff, New Jersey; Meadtown Shopping Center,
Kinnelon, New Jersey; Midland Park Shopping
Center, Midland Park, New Jersey; Pompton Lakes
Town Square, Pompton Lakes, New Jersey
We have always believed—
We are the RIGHT Company.
In the RIGHT Business.
In the RIGHT Place.
At the RIGHT Time.
321 RailRoad avenue
GReenwich, connecticut 06830