(In Millions)
$120
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
’06
’07
’08
’09
’10
’11
’12
’13
’14
’15
Revenues Funds From Operations Common & Class A Dividends Paid
(In Millions)
$120
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Revenues Funds From Operations Common & Class A Dividends Paid
2015 annual report
46 Consecutive Years of
Uninterrupted Dividends.
22 Consecutive Years of
Increased Dividends.
Stock prices are only opinions. But dividends are facts.
CONTENTS
Selected Financial Data
Letter to Our Stockholders
Map of Core Properties
Investment Portfolio
Financials
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
1
2
6
8
9
34
Directors and Officers
Inside Back Cover
Urstadt Biddle Properties Inc. is a self-administered publicly held real estate
investment trust providing investors with a means of participating in the
ownership of income-producing properties. Our core properties consist of neighborhood
and community shopping centers in 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.”
1
SELECTED FINANCIAL DATA
(Amounts in thousands, except share data)
Year Ended October 31,
2015
2014
2013
2012
2011
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
Operating Data:
Total Revenues
Total Expenses and Payments to
Noncontrolling Interests
Income from Continuing Operations before
$ 861,075
$ 22,750
$ 260,457
$ —
$ —
$ 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
$ 115,312
$102,328
$ 95,203
$ 90,395
$ 90,468
$ 88,594
$ 75,927
$ 70,839
$ 64,367
$ 61,535
Discontinued Operations
$ 50,212
$ 53,091
$ 29,105
$ 27,282
$ 30,483
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
$1.04
$ .92
$1.02
$ .90
$1.02
$ .90
$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
$ 51,100
$(105,034)
$ (12,472)
$ 50,915
$ (54,624)
$ 73,793
$ 50,952
$ (49,631)
$ (76,468)
$ 52,504
$ (10,778)
$ 31,837
$ 46,548
$ (42,351)
$ (15,343)
Funds from Operations (Note)
$ 38,056
$ 33,032
$ 29,506
$ 30,627
$ 34,453
*
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)
Funds From Operations
(In thousands)
*
*
Combined Dividends
Paid on Common and
Class A Common Shares
(Per share)
’11
’12
’13
’14
’15
’11
’12
’13
’14
’15
’11
’12
’13
’14
’15
* Includes $3 million one-time settlement of lease obligation.
1
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LETTER TO OUR STOCKHOLDERS
2015 was another solid, record-breaking year for Urstadt Biddle Properties. Revenues
grew 13% to $115 million; we sold one of our last properties lying outside of the area of our
primary geographic focus; we completed some high-quality acquisitions; and we made good
progress in leasing vacancies. Increasing the percentage of the portfolio under lease for our
properties to our historical norm of 95% has been our most important priority, and we are
pleased that the leased rate for our properties rose to 96% by year-end.
the redevelopment of this property to increase
its value. Working with the City of White Plains,
we obtained a zoning change to permit this 3.5
acre site, containing a 189,000 square foot mostly
vacant mall, to be transformed into an 860,000
square foot dynamic, mixed-use development
consisting of two 20+ story towers with over 700
rental apartments built above 90,000 square
feet of retail space. During the approval process,
we decided that it was in the best interest of
our shareholders to sell the site rather than
develop it ourselves, and we are pleased to have
a binding contract to sell the site to one of the
nation’s preeminent developers once certain
conditions are met. We are close to satisfying
those conditions and expect to close on the
sale this spring. We are pleased that the City
and the members of the local community have
embraced our vision for the site, and we are
proud that our efforts will lead to the construction
of one of Westchester’s preeminent mixed-use
developments. We will use the sale proceeds to
invest in grocery-anchored shopping centers
in our market, which will provide a nice boost
to our FFO once accomplished.
Staples Plaza, Yorktown Heights, NY:
Following a successful zone change in 2013, in
2014 we completed Phase I of the construction
of a new self-storage facility consisting of 305
storage units in 34,000 net rentable square feet.
We opened the facility for business in July 2014,
and as of December 2015 Phase I of the project
was over 90% leased. Consequently, we are moving
forward with Phase II of the project. Phase II,
which we expect to open this spring, will double
the size of the facility. This facility is the market’s
low-cost leader with the highest quality finishes,
and we are pleased to have Extra Space Storage
(the nation’s second largest self-storage REIT)
managing the facility for us. This year, we also
obtained another zone change for this property
which will (i) permit us to build an additional
outparcel restaurant building of 3,500 square feet
and (ii) allow our shadow anchor (BJ’s Warehouse
We have a relatively simple strategy. We own
a portfolio consisting of 74 irreplaceable high-
quality properties located almost entirely in
the high income, high barrier to entry, suburbs
surrounding New York City. 98% of our revenues
come from retail properties. Our goal is to
continue growing that portfolio by buying similar
properties for cash, a combination of cash and a
modest amount of mortgage debt or by creating
DownReit partnerships where it is advantageous
for sellers to do so. We are efficient in our
operations because we are focused on one market
and operate out of one office. Our unparalleled
market knowledge and tenant relationships make
us a solid buyer or partner. 81% of our square
footage is comprised of convenience or necessity
retail anchored by a grocery store, drug store, or a
warehouse club. We believe that this type of retail
will continue to successfully compete with and
benefit from online shopping.
Our Redevelopment Projects are
Progressing Nicely
The company has 3 properties under redevelopment,
and fiscal 2015 saw substantial progress with
respect to each of them. A recap follows:
The Pavilion Shopping Center, White
Plains, NY: We are nearing the end of the
three-year process of obtaining approvals for
Andrew Albrecht
Vice President
Management and
Construction
2
A&P Bankruptcy
In July 2015, A&P filed for Chapter 11 bankruptcy
and subsequently announced that it would be
liquidating all of its assets. A&P has been in
decline for over a decade and was surviving mostly
as a result of its high-quality real estate, so the
bankruptcy came as no surprise. Nevertheless, it
has resulted in the greatest change in the New York
area grocery market in the past 25 years. Nine of
A&P’s 260 stores were anchor stores in our shopping
centers but, counter to what one might think, we
expect A&P’s bankruptcy to be a net benefit to our
company. Given A&P’s long-term struggles, the
quality of A&P’s stores had decreased over time,
leading to declining sales. From our perspective,
this meant a decrease in customer traffic to our
A&P-anchored properties, particularly over the
past three years. ACME Supermarkets, a division of
the Albertsons/Cerberus-owned supermarket chain
(second-largest in the country), has purchased 4 of
the former A&P stores in our portfolio, with another
purchase pending, and Key Food, a New York-area
cooperative supermarket chain, purchased one of
the other former A&P stores. We bought out two of
the remaining three A&P leases (for our Wayne and
Bloomfield, NJ properties), and we are currently
negotiating leases with replacement supermarkets
for both of these locations. Assuming we conclude
these two leases, 8 of our 9 former A&P store
locations will soon have improved supermarket
operators at equal or higher rents. In addition,
we are marketing the last of the former A&P stores
(at our Pompton Lakes property) and hope to soon
attract a quality operator.
John T. Hayes
Senior Vice President,
Chief Financial Officer
and Treasurer
Capital Market Events
In November 2014, we
completed a follow-on offering
of $60 million of common
stock at $20.82 per share,
the proceeds of which were
used in connection with the
December 2014 acquisition of
a $124.5 million portfolio of 4
shopping centers in northern
New Jersey. We financed the
balance of the NJ portfolio
acquisition with a 12-year
$62.7 million mortgage at a
fixed interest rate of 3.85%.
We remain one of the lowest
leveraged REITs with aggregate
mortgage debt equal to only
28% of total book capitalization
at year-end. We have
two mortgages totaling
$15.1 million coming due
in 2016, one of which we expect to refinance,
and the other of which we will repay in full.
Thomas D. Myers
Executive Vice President,
Chief Legal Officer and
Secretary
Club) to build an 8-bay gasoline station in an
underutilized area of our parking area. Our
approvals for these zone changes are under appeal,
but we expect to be able to move forward with these
projects in 2016, along with a renovation of the
façade of the main shopping center building.
Orangetown Shopping Center, Orangeburg,
NY: We completed a façade renovation for this
property in 2015, and we expect to complete parking
lot renovations and related work in the summer
of 2016.
Leasing
Our leasing indicators continued to improve in 2015.
In our core portfolio, we renewed 295,000 square
feet of leases at an average rent increase of 5.1%,
and we signed 188,000 square feet of new leases
at average rents within 0.3% of the prior leases for
these same spaces. These leasing results enabled
us to increase our leased rate for our portfolio
to 96%. 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 smaller
spaces leased to convenience and service retailers.
A great way to learn more about the company’s
portfolio is to visit our website (www.ubproperties.
com), click on the “Properties” section and browse
our properties. Among other things, our website
contains photos of our properties, identifies what
spaces are available for lease and describes the
demographics of the communities surrounding
our properties.
Orangetown Shopping
Center
Nicholas Capuano
Vice President and
Real Estate Counsel
Linda Lacey
Senior Vice President
Leasing
2
3
In addition, we have an $80 million unsecured
credit line that presently has $53 million available
to help support our acquisition program.
Portfolio Pruning and Acquisitions
In 2015, we took advantage of the current seller’s
market by disposing of two assets outside of our
core market, as such assets did not fit within
our long-term strategy of owning infill real
estate in the New York City suburbs. We sold our
Meriden, CT shopping center for $44.5 million,
and we also sold a small net-leased property in
Waterbury, CT for $2.4 million. We were able
to re-deploy all of the sale proceeds into new
acquisitions. Fiscal 2015 was a solid year for
acquisitions, as we purchased the following
properties valued at $138 million:
James M. Aries
Senior Vice President
Acquisitions
1. Northern NJ Portfolio
Kinnelon, Pompton Lakes, Wyckoff &
Midland Park, NJ
DESCRIPTION: 4 Shopping Centers consisting
of 375,000 square feet of GLA on 35 acres
of land
ANCHOR TENANTS: Kings Supermarket,
Walgreens, Rite Aid
PRICE: $124.6 million, subject to a $62.7
million mortgage placed after closing
LOCATION: Kinnelon – Route 23 and Kinnelon
Road; Pompton Lakes – Wanaque Avenue
and Ringwood Avenue; Wyckoff – Cedar Hill
Avenue and Route 208; Midland Park – Godwin
Avenue and Goffle Road
CLOSING DATE: December 2014
2. Harrison Shopping Center
Harrison, NY (Westchester County)
DESCRIPTION: Shopping Center consisting of
25,000 square feet of GLA on 2.5 acres of land
ANCHOR TENANT: Harrison Market (Key Food
operator)
PRICE: $10 million, no mortgage
Stephan A. Rapaglia
Senior Vice President,
Chief Operating Officer,
Real Estate Counsel
and Assistant Secretary
Diane Midollo
Vice President and
Controller
Midland Shopping Center
LOCATION: Halstead Ave, across from the
Metro North train station
CLOSING DATE: July 2015
3. H-Mart Property
Fort Lee, NJ (Bergen County)
DESCRIPTION: Single-story building consisting
of 7,000 square feet of GLA on 0.5 acres of land
ANCHOR TENANT: Net leased to H-Mart (a
regional Asian grocery store)
PRICE: $4 million, no mortgage
LOCATION: 16th Avenue, 1/2 mile south of
the George Washington Bridge
CLOSING DATE: June 2015
In total, UBP invested $138 million in these
new acquisitions, financed with funds generated
primarily from the sale of properties, proceeds
from the November 2014 common stock sale,
and a long-term fixed rate mortgage loan. We are
excited about the quality of these acquisitions
and believe they will be accretive to earnings
and solid long-term investments for us.
Results of Operations
In 2015, revenues rose 13% to a record $115
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 from operations rose 14%
to $40.3 million as compared to the prior year’s
funds from operations with the same exclusions.
Property expenses rose 14% in 2015 due in large
part to increased snow removal costs. General
and administrative expenses currently are 1.0%
of total assets, a slight decrease from 2014.
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 have learned how
to adapt. Some retailers, however, are far more
negatively affected than others and 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. We continue to feel that well-located,
grocery-anchored shopping centers are solid long-
term investments because it is very expensive
for Internet grocery operators, like Amazon, to
compete with traditional or brick-and-mortar
grocery stores in terms of level of service and
pricing. Grocery stores also are adapting their
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 growing 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 continue to expect a
positive effect on the rents that we can charge
and retailers can afford to pay.
In December 2015, the company’s Board of
Directors increased the annualized dividend
rate on each of the company’s Class A Common
stock and Common stock by $.02 per share. This
increase in the dividend rate represents the 46th
year the company has paid a dividend and the
22nd consecutive year that the company has
increased the dividend level, which is reflective of
the Board’s continued confidence in the company.
We greatly appreciate the hard work of our
dedicated staff and directors and the continued
support of our shareholders, tenants and
tenant’s customers.
Willing L. Biddle
President and
Chief Executive Officer
January 2016
Charles J. Urstadt
Chairman
Tribute to E. Virgil Conway
In late 2015, E. Virgil Conway passed away.
Virgil had been a member of the Board since
1989 and was instrumental in the strategy of
transforming the company from a diversified
net lease company to the type of company that
it is today. Virgil was a dedicated, hard-working
director who brought to Board meetings great
insight derived from his vast business and political
experience. Virgil did not miss a single Board
meeting in 27 years, and we will sorely miss him.
5
Harrison Shopping Center
H-Mart Shopping Center
own strategies with services such as in-store
pickup and home delivery. In addition, Uber-like
delivery services are being tested by brick-and-
mortar grocery stores in some markets. A grocery
store, in effect, is a warehouse. Accordingly,
unlike Internet retailers that wish to compete for
home delivery business, a brick-and-mortar grocer
does not need to build a separate distribution
warehouse. We are highly skeptical that drones
will ever be delivering bags of groceries to the
suburban homes in our market.
UB Solar
This year, we completed the installation of 8
more roof-top solar arrays on our Connecticut
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
240,000 square feet of solar arrays generating
approximately 2,400 kW of power on the rooftops
of our properties. This is equivalent to providing
power to 480 homes.
Outlook
We believe 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
reasons, transition to the suburbs surrounding NYC
where costs are lower, the grass is greener, and the
communities are strong. A very small percentage
of companies in the New York metro market are
negatively affected by the economy in China or oil
prices around the globe. On the other hand, the
recent drop in oil prices has in effect given each
of our shopper’s substantial savings in their pocket
to potentially spend at our shopping centers.
New York City is North America’s greatest
city, and we are happy and optimistic to own
properties surrounding it. Well-located shopping
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
14
N E W Y O RK
HHESTER
HEESTER
H
WESTCHH
15
9
9
8
7
10
11111111
N EW HAVEN
16
FFAI R
DD
R FIEL DD
13
12
N E W
PASSAIC
J E R S E Y
31
3030
30
32
3
33
17
18
19
AND
ROCKLAND
20
29
BERGE
BEERRG E
N
N
24
28
25
2
1
21
23
22
6
5
4
3
26
SUFF O LK
37
L O N G
I S L A ND
MO RRI S
343434
34
27
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
N E W Y O RK
WESTCHH
HHESTER
HEESTER
H
10
11111111
N EW HAVEN
9
9
8
7
PUTNAM
AMM
14
15
17
18
19
21
23
22
24
25
26
16
FFAI R
R FIEL DD
DD
13
12
6
5
4
3
2
1
ROCKLAND
AND
29
28
BEERRG E
BERGE
N
N
20
27
N E W
J E R S E Y
PASSAI C
31
32
MO RRI S
33
3
30
3030
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
Carmel ShopRite Center
Carmel, New York
14
Putnam Plaza
Carmel, New York
15
Towne Centre Shopping Center
Somers, New York
15
Somers Commons
Somers, New York
15
Heritage 202 Center
Somers, New York
L O N G
I S L A ND
SUFF O LK
37
16
Village Commons
Katonah, New York
17
Staples Plaza
Yorktown Heights, New York
18
Arcadian Shopping Center
Ossining, New York
19
Chilmark Shopping Center
Briarcliff Manor, New York
20
Orangetown Shopping Center
Orangeburg, New York
21
4 “Street Retail” Properties
Rye, New York
22
Harrison Towne Center
Harrison, New York
23
Shoppes at Eastchester
Eastchester, New York
23
Eastchester Plaza
Eastchester, New York
24
Midway Shopping Center
Scarsdale, New York
25 McLean Plaza
Yonkers, New York
26
Pelham Shopping Center
Pelham Manor, New York
27
H-Mart Plaza
Fort Lee, New Jersey
28
Emerson Shopping Plaza
Emerson, New Jersey
29
Chestnut Ridge Shopping Center
Montvale, New Jersey
30
Cedar Hill Shopping Center
Wyckoff, New Jersey
30
Midland Park Shopping Center
Midland Park, 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, 2016)
Core Properties
UBP owns or has equity interests in 74 properties including ten office buildings which total 4,868,000 square feet.
Location
Square Feet
Principal Tenant
Property Type
Stamford, Connecticut
Stratford, Connecticut
Scarsdale, New York
New Milford, Connecticut
Riverhead, New York
Danbury, Connecticut
Carmel, New York
White Plains, New York
Ossining, New York
Somers, New York
Midland Park, New Jersey
Carmel, New York
Pompton Lakes, New Jersey
Yorktown, New York
New Providence, New Jersey
Newark, New Jersey
Wayne, New Jersey
Newington, New Hampshire
Darien, Connecticut
Emerson, New Jersey
New Milford, Connecticut
Somers, New York
Orange, Connecticut
Kinnelon, New Jersey
Montvale, New Jersey
Orangeburg, New York
New Milford, Connecticut
Eastchester, New York
Boonton, New Jersey
Fairfield, Connecticut
Yonkers, New York
Greenwich, Connecticut
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
Harrison, New York
Pelham, New York
Spring Valley, New York
Eastchester, New York
Waldwick, New Jersey
Bronxville and Yonkers, New York
Somers, New York
Various
Cos Cob, Connecticut
Bernardsville, New Jersey
Monroe, Connecticut
Greenwich, Connecticut
Chester, New Jersey
Fort Lee, New Jersey
8
374,000
278,000
247,000
235,000
207,000
194,000
190,000
189,000
137,000
135,000
130,000
129,000
125,000
117,000
109,000
108,000
102,000
102,000
96,000
92,000
81,000
80,000
78,000
77,000
76,000
74,000
72,000
70,000
63,000
63,000
58,000
57,000
56,000
52,000
48,000
47,000
43,000
40,000
40,000
39,000
33,000
31,000
29,000
28,000
26,000
25,000
24,000
24,000
20,000
19,000
19,000
15,000
15,000
14,000
10,000
10,000
9,000
7,000
Stop & Shop Supermarket
Stop & Shop Supermarket
ShopRite Supermarket
Walmart
Walmart & Applebee’s
Christmas Tree Shops
Hannaford Supermarket
Redevelopment Site
Stop & Shop Supermarket
Home Goods
Kings Supermarket
ShopRite Supermarket
Planet Fitness
Staples
Acme Supermarket
Acme Supermarket
PNC Bank
Savers
Stop & Shop Supermarket
ShopRite Supermarket
Big Y Supermarket
CVS
Trader Joe’s Supermarket
Marshalls
The Fresh Market Supermarket
CVS
T.J. Maxx
Acme Supermarket
A&P Supermarket
Marshalls
Acme Supermarket
UBP
Walgreens
Keller Williams
CVS
CVS
Walgreens
Kings Supermarket
Pier One Imports
Parkers
Buffalo Wild Wings
Bozzuto’s, Inc.
Westchester Community College
Katonah Pharmacy
Key Food Supermarket
Manor Market
Spring Valley Foods, Inc.
CVS
Rite Aid
People’s United Bank
Putnam County Savings Bank
Friendly’s (5 properties)
Jos A. Bank
Laboratory Corp.
Starbucks
Cosi
Rainbow Child Care
H-Mart Supermarket
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
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
Shopping center
Retail—Single tenant
Retail (4 buildings)
Shopping center
Net leased properties
Retail/Office
Office building
Shopping center
Retail
Office building
Retail supermarket—
Single tenant
financials
contents
Consolidated Balance Sheets at October 31, 2015 and 2014 . . . . . . . . . 10
Consolidated Statements of Income for each of the
three years in the period ended October 31, 2015 . . . . . . . . . . . . . . 11
Consolidated Statements of Comprehensive Income for each
of the three years in the period ended October 31, 2015 . . . . . . . . . 12
Consolidated Statements of Cash Flows for each of the
three years in the period ended October 31, 2015 . . . . . . . . . . . . . . 13
Consolidated Statements of Stockholders’ Equity
for each of the three years in the period
ended October 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Report of Independent Registered Public Accounting Firm
on Internal Control over Financial Reporting . . . . . . . . . . . . . . . . . . 48
Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Market Price Ranges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
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:
Real Estate—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 .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);
3,000,000 and 2,800,000 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; 9,350,885 and
9,193,559 shares issued and outstanding
Class A Common Stock, par value $0 .01 per share; 100,000,000 shares authorized;
26,370,216 and 23,611,715 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
October 31,
2015
2014
$ 941,690
(165,660)
776,030
39,305
815,335
6,623
2,191
22,353
9,334
5,239
$ 861,075
$ 22,750
—
260,457
—
3,438
155
17,542
304,342
$ 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
15,955
18,864
129,375
129,375
75,000
70,000
—
94
—
92
264
431,411
(94,136)
(1,230)
540,778
$ 861,075
236
370,979
(95,702)
63
475,043
$ 819,005
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
Equity in net income (loss) from unconsolidated joint ventures
Interest, dividends and other investment income
Income From Continuing Operations
Discontinued Operations:
Income from discontinued operations
Gain on sale of properties
Income from discontinued operations
Income before gain on sale of properties
Gain on sales of properties
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,
2015
2014
2013
$ 83,885
28,703
472
2,252
115,312
$ 75,099
24,947
183
2,099
102,328
$ 70,052
22,594
214
2,343
95,203
21,267
18,224
22,435
8,576
1,271
2,068
330
74,171
41,141
(13,475)
—
1,941
228
29,835
—
—
—
29,835
20,377
50,212
18,926
16,997
19,249
8,016
917
666
314
65,085
37,243
(10,235)
—
1,604
134
28,746
141
12,526
12,667
41,413
24,345
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
—
30,413
(948)
49,264
(14,605)
—
$ 34,659
(607)
65,151
(13,812)
(1,870)
$ 49,469
(618)
29,795
(14,949)
(4,233)
$ 10,613
$0.92
—
$0.92
$1.04
—
$1.04
$0.90
—
$0.90
$1.02
—
$1.02
$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
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 gains (losses) 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,
2015
2014
2013
$ 50,212
$ 65,758
$ 30,413
—
(1,293)
—
48,919
(948)
47,971
(14,605)
—
2 9
(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)
Total comprehensive income applicable to Common and
Class A Common Stockholders
$ 33,366
$ 49,470
$ 10,692
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) 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
Repayment of 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 Class A 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,
2015
2014
2013
$ 50,212
$ 65,758
$ 30,413
22,435
(1,551)
1,271
4,201
(31)
—
(20,377)
(1,941)
(2,033)
530
(1,548)
(68)
51,100
(136,304)
(247)
—
(695)
627
(12,175)
43,806
(1,990)
1,944
—
—
—
(105,034)
(35,387)
(14,605)
(12,909)
104,750
—
(25,000)
68,219
59,983
(97,550)
(3,363)
4,640
—
(61,250)
(12,472)
(66,406)
73,029
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
17,769
(291)
958
4,069
(18)
(1,460)
—
(1,318)
(193)
(7)
1,582
(552)
50,952
(40,381)
(18,003)
13,170
(3,287)
400
(9,494)
4,475
(618)
789
1,858
30,782
(29,322)
(49,631)
(31,655)
(14,949)
(6,623)
38,350
—
—
—
244
(40,700)
(18)
—
1,286
(22,403)
(76,468)
(75,147)
78,092
Cash and Cash Equivalents at End of Year
$ 6,623
$ 73,029
$ 2,945
The accompanying notes to consolidated financial statements are an integral part of these statements.
13
Urstadt Biddle ProPerties inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except shares and per share data)
7 .5% Series D
Preferred Stock
Issued
Amount
7 .125% Series F
Preferred Stock
Issued
Amount
6 .75% Series G
Preferred Stock
Issued
Amount
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 (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 .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 adjustment
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2014
Net income applicable to Common and Class A common
stockholders
Change in unrealized (loss) on interest rate swap
Cash dividends paid:
Common stock $($0 .90 per share)
Class A common stock ($1 .02 per share)
Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Forfeiture of restricted stock
Issuance of Series G Preferred Stock
Issuance of Class A common stock
Restricted stock compensation and other adjustment
Repurchase of Class A common stock
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2015
—
—
—
—
—
—
—
—
2,450,000
—
—
—
—
—
—
(2,450,000)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
The accompanying notes to consolidated financial statements are an integral part of these statements.
14
2,450,000
$ 61,250
5,175,000
$129,375
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
61,250
—
—
—
—
—
—
—
—
—
—
—
5,175,000
—
—
—
—
—
—
—
—
129,375
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$ —
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(61,250)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,175,000
—
—
—
—
—
—
—
—
—
129,375
—
—
2,800,000
—
—
—
—
—
—
2,800,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$ —
—
—
—
—
—
—
—
—
—
—
5,175,000
—
—
—
—
—
—
—
—
—
—
$129,375
—
—
—
—
—
200,000
—
—
—
—
3,000,000
—
—
70,000
—
—
—
—
—
—
70,000
—
—
—
—
—
—
—
5,000
—
—
—
—
$75,000
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except shares and per share data)
Common
Stock
Issued
Amount
Class A
Common Stock
Issued
Amount
Additional
Paid In
Capital
Cumulative
Distributions
In Excess of
Net Income
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
8,854,465
$89
23,460,880
$235
$362,777
$ (90,701)
$ (17)
$463,008
—
—
—
—
—
5,797
175,950
(1,000)
—
—
—
9,035,212
—
—
—
—
—
—
—
6,347
152,000
—
—
—
9,193,559
—
—
—
—
5,326
152,000
—
—
—
—
—
—
9,350,885
—
—
—
—
—
—
1
—
—
—
—
90
—
—
—
—
—
—
—
—
2
—
—
—
92
—
—
—
—
—
2
—
—
—
—
—
—
$94
—
—
—
—
—
6,724
64,100
—
(1,000)
—
—
23,530,704
—
—
—
—
—
—
—
6,811
80,500
(6,300)
—
—
23,611,715
—
—
—
—
6,104
92,750
(26,600)
—
2,875,000
—
(188,753)
—
26,370,216
—
—
—
—
—
—
—
—
—
—
—
235
—
—
—
—
—
—
—
—
1
—
—
—
236
—
—
—
—
—
1
—
—
29
—
(2)
—
$264
—
—
—
—
—
244
(1)
(18)
—
4,068
—
367,070
—
—
—
—
—
(2,304)
1,870
248
(3)
—
4,098
—
370,979
—
—
—
—
223
(3)
—
(360)
59,731
4,201
(3,360)
—
$431,411
10,613
—
—
(8,128)
(23,527)
—
—
—
—
—
(425)
(112,168)
49,469
—
—
(8,271)
(23,845)
—
—
—
—
—
—
(887)
(95,702)
34,659
—
(8,413)
(26,974)
—
—
—
—
—
—
—
2,294
$ (94,136)
—
(57)
136
—
—
—
—
—
—
—
—
62
—
19
(18)
—
—
—
—
—
—
—
—
—
63
—
(1,293)
—
—
—
—
—
—
—
—
—
—
$(1,230)
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
34,659
(1,293)
(8,413)
(26,974)
223
—
—
4,640
59,760
4,201
(3,362)
2,294
$540,778
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, 2015, the Company owned or had equity
interests in 74 properties containing a total of 4 .9 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 . 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 2015 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, 2015 . As of October 31, 2015, the fiscal
tax years 2012 through and including 2014 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 are capitalized . Additions,
renovations and improvements that enhance and/or
extend the useful life of a property are also capitalized .
Expenditures for ordinary maintenance, repairs and
improvements that do not materially prolong the normal
useful life of an asset are charged to operations as incurred .
Upon the acquisition of real estate 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 reports properties that are either disposed
of or are classified as held for sale in continuing 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 .
In September 2014, the Company sold, for $31 million
its property located in Springfield, MA, as that property
no longer met the Company’s investment objectives . In
conjunction with the sale, the Company realized a gain
on sale of property in the amount of $24 .3 million, which
is included in continuing operations in the consolidated
statement of income for the year ended October 31, 2014 .
The revenue and expenses of this property are included
in continuing operations in the consolidated statements
of income for the years ended October 31, 2014 and 2013 .
In August 2015, the Company sold, for $44 .5 million its
property located in Meriden, CT, as that property no longer
met the Company’s investment objectives . In conjunction
with the sale, the Company realized a gain on sale of
property in the amount of $20 .0 million, which is included
in continuing operations in the consolidated statement of
income for the year ended October 31, 2015 . The revenue
and expenses of this property are included in continuing
operations in the consolidated statements of income for
the years ended October 31, 2015, 2014 and 2013 . The net
book value of the Meriden asset at October 31, 2014 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 combined operating results of the Springfield
property and the Meriden property, which are included
in the continuing operations were as follows (amounts
in thousands):
Revenues
Property operating expense
Depreciation and amortization
Net Income
For The Year Ended October 31,
2013
$ 7,806
(3,387)
(1,613)
$ 2,806
2014
$ 8,028
(3,577)
(1,564)
$ 2,887
2015
$ 4,566
(1,687)
(625)
$ 2,254
In December 2013 (fiscal 2014), prior to the adoption
of ASU 2014-08 that changed the criteria for reporting
discontinued operations, 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 (prior to the accounting change) the operating
results of the distribution service facilities are shown as
discontinued operations on the consolidated statements
of income for the fiscal years ended October 31, 2014 and
2013 . The operating results of the other property were
insignificant to financial statement presentation and are
not shown as discontinued operations .
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,
2013
$1,356
—
(48)
2014
$141
—
—
2015
$ —
—
—
$ —
$141
$1,308
17
Urstadt Biddle ProPerties inc.
Cash flows from discontinued operations for the fiscal
years ended October 31, 2015, 2014 and 2013 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):
For The Year Ended October 31,
2013
2015
2014
Cash flows from
operating activities
Cash flows from investing
activities
Cash flows from financing
activities
$ —
$(13,131)
$1,356
$ —
$ 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 $3,108,000 and $2,703,000
as of October 31, 2015 and 2014, 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, 2015 .
Revenue Recognition
Our leases with tenants are classified as operating leases .
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
18
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, 2015 and 2014, approximately
$15,570,000 and $14,853,000, 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,
2015 and 2014, tenant receivables in the accompanying
consolidated balance sheets are shown net of allowances
for doubtful accounts of $3,668,000 and $3,106,000,
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, 2015, 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, 2015, the Company
had approximately $24 .3 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 .93% per
annum . As of October 31, 2015 and 2014, the Company
had a deferred liability of $1,230,000 and a deferred asset
of $63,000, respectively (included in accounts payable
and accrued expenses 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 .
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,
2015, accumulated other comprehensive loss consisted
of net unrealized losses on interest rate swap agreements
of approximately $1,230,000 . At October 31, 2014,
accumulated other comprehensive income consisted of
net unrealized gains on an interest rate swap agreement
of approximately $63,000 . 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.(431)
(723)
(182)
For The Year Ended October 31,
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:
Restricted stock awards
Net income applicable to common
stockholders—diluted
Denominator
Denominator for basic EPS—
weighted average common shares
Effect of dilutive securities:
Restricted stock awards
Denominator for diluted EPS—
weighted average common
equivalent shares
Numerator
Net income applicable to Class A
common stockholders—basic
Effect of dilutive securities:
Restricted 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 awards
Denominator for diluted EPS—
weighted average Class A
common equivalent shares
Year Ended October 31,
2015
2014
2013
$ 7,412 $11,401
$2,409
431
723
182
$ 7,843 $12,124
$2,591
8,059
7,801
7,543
669
735
840
8,728
8,536
8,383
$27,247
38,068
$8,204
$26,816 $37,345
$8,022
26,141
23,208
23,122
191
219
235
26,332
23,427
23,357
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’s primary business is the ownership,
management, and redevelopment of retail properties . The
Company reviews operating and financial information for
each property on an individual basis and therefore, each
property represents an individual operating segment . The
Company evaluates financial performance using property
operating income, which consists of base rental income
20
and tenant reimbursement income, less rental expenses
and real estate taxes . Only one of the Company’s
properties, located in Stamford, CT (“Ridgeway”), is
considered significant as its revenue is in excess of
10% of the Company’s consolidated total revenues and
accordingly is a reportable segment . The Company has
aggregated the remainder of our properties as they share
similar long-term economic characteristics and have other
similarities including the fact that they are operated using
consistent business strategies, are typically located in the
same major metropolitan area, and have similar tenant
mixes .
Ridgeway is located in Stamford, Connecticut and was
developed in the 1950’s and redeveloped in the mid 1990’s .
The property contains approximately 374,000 square feet
of GLA . It is the dominant grocery-anchored center and
the largest non-mall shopping center located in the City
of Stamford, Fairfield County, Connecticut .
Segment information about Ridgeway as required by
ASC Topic 280 is included below:
Ridgeway Revenues
All Other Property Revenues
Consolidated Revenue
2015
11.7%
88.3%
100.0%
2014
13 .3%
86 .7%
100 .0%
2013
13 .9%
86 .1%
100 .0%
For The Year Ended October 31,
Ridgeway Assets
All Other Property Assets
Consolidated Assets (Note 1)
2015
8.4%
91.6%
2014
9 .4%
90 .6%
100.0%
100 .0%
Note 1— Ridgeway did not have any significant expenditures for additions
to long-lived assets in any of the fiscal years ended October 31, 2015,
2014 and 2013 .
For The Year Ended October 31,
Ridgeway Percent Leased
2015
97%
2014
99%
2013
100%
Ridgeway Significant Tenants
(by base rent): For The Year Ended October 31,
2015
2014
2013
The Stop & Shop Supermarket
Company
Bed, Bath & Beyond
Marshall’s Inc ., a division of the
TJX Companies
All Other Tenants at Ridgeway
(Note 2)
Total
19%
14%
11%
56%
100%
19%
14%
11%
56%
100%
19%
14%
10%
57%
100%
Note 2— No other tenant accounts for more than 10% of Ridgeway’s annual
base rents in any of the three years presented . Percentages are
calculated as a ratio of the tenants’ base rent divided by total base
rent of Ridgeway .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income Statements
(In thousands): For The Year Ended October 31, 2015
All Other
Operating
Segments
$101,827
$ 35,723
$ 10,930
Total
Consolidated
$115,312
$ 39,491
$ 13,475
Ridgeway
$13,485
$ 3,768
$ 2,545
$ 2,358
$ 20,077
$ 22,435
$ 4,814
$ 44,450
$ 49,264
Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization
Income from
Continuing
Operations
For The Year Ended October 31, 2014
All Other
Operating
Segments
$88,729
$32,064
$ 7,634
Total
Consolidated
$102,328
$ 35,923
$ 10,235
Ridgeway
$13,599
$ 3,859
$ 2,601
$ 2,374
$16,875
$ 19,249
$ 4,765
$47,719
$ 52,484
Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization
Income from
Continuing
Operations
For The Year Ended October 31, 2013
All Other
Operating
Segments
$82,010
$29,627
$ 6,440
Ridgeway
$13,193
$ 3,368
$ 2,654
$ 2,340
$15,429
Total
Consolidated
$95,203
$32,995
$ 9,094
$17,769
$ 4,831
$23,656
$28,487
Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization
Income from
Continuing
Operations
Reclassification
Certain fiscal 2013 and 2014 amounts have been
reclassified to conform to current period presentation .
New Accounting Standards
In May 2014, the FASB issued Accounting Standards
Update (“ASU”) 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 . In August
2015, FASB issued ASU 2015-14, which defers the effective
date of ASU 2014-09 for all public companies until
December 15, 2017 . The Company is currently assessing
the potential impact that the adoption of ASU 2014-09
will have on its consolidated financial statements .
In February 2015, the FASB issued ASU 2015-02,
“Consolidation (Topic 810): Amendments to the
Consolidation Analysis,” (“ASU 2015-02”) . ASU 2015-02
affects reporting entities that are required to evaluate
whether they should consolidate certain legal entities .
ASU 2015-02 modifies the evaluation of whether limited
partnerships and similar legal entities are VIEs or voting
interest entities, eliminates the presumption that a general
partner should consolidate a limited partnership and
affects the consolidation analysis of reporting entities that
are involved with VIEs, particularly those that have fee
arrangements and related party relationships . ASU 2015-02
is effective for fiscal years, and for interim periods within
those fiscal years, beginning after December 15, 2015 .
Early adoption is permitted . A reporting entity may apply
the amendments in ASU 2015-02 using: (a) a modified
retrospective approach by recording a cumulative-effect
adjustment to equity as of the beginning of the fiscal
year of adoption; or (b) by applying the amendments
retrospectively . ASU 2015-02 is not expected to have
a material impact on the Company’s consolidated
financial statements .
During April 2015, the FASB issued ASU No . 2015-
03, “Interest—Imputation of Interest—Simplifying the
Presentation of Debt Issuance Costs .” ASU 2015-03
modifies the treatment of debt issuance costs from a
deferred charge to a deduction of the carrying value of
the financial liability . ASU 2015-03 is effective for periods
beginning after December 15, 2015, with early adoption
permitted and retrospective application . ASU 2015-03 is
not expected to have a material impact on the Company’s
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, 2015 .
21
Urstadt Biddle ProPerties inc.
(2) REAL ESTATE INVESTMENTS
The Company’s investments in real estate, net of
depreciation, were composed of the following at October 31,
2015 and 2014 (in thousands):
Retail
Office
Properties
$765,649
10,381
$776,030
Unconsolidated
Joint Ventures
$39,305
—
$39,305
2015
Totals
2014
Totals
$804,954 $695,061
13,269
$815,335 $708,330
10,381
The Company’s investments at October 31, 2015 consisted
of equity interests in 74 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 .
The Company’s primary investment focus is neighborhood
and community shopping centers located in the region
just described . 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 .
(3) PROPERTIES
The components of the properties consolidated in the
financial statements are as follows (in thousands):
Land
Buildings and improvements
Accumulated depreciation
October 31,
2015
2014
$ 175,952 $ 153,346
676,958
830,304
(161,187)
$ 776,030 $ 669,117
765,738
941,690
(165,660)
Space at the Company’s 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
$472 .8 become due as follows (in millions): 2016—$80 .4;
2017—$73 .2; 2018—$61 .1; 2019—$52 .8; 2020—$43 .3 and
thereafter—$162 .0 .
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, 2015 .
Significant Investment Property Transactions
In December 2014 (fiscal 2015), the Company, through
four wholly-owned subsidiaries, purchased, for $124 .6
million, four retail properties totaling 375,000 square feet
located in Northern New Jersey (“NJ Retail Properties”) .
22
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 (see Note 7), borrowings under its Unsecured
Revolving Credit Facility (the “Facility”) and a non-
recourse mortgage secured by the properties (see Note 4) .
In conjunction with the purchase, the Company incurred
acquisition costs totaling $1,867,000, which have been
expensed in the year ended October 31, 2015 consolidated
statement of income .
In June 2015, the Company, through a wholly-owned
subsidiary, purchased, for $4 .0 million, a 7,000 square foot
retail property located in Fort Lee (Bergen County), New
Jersey (the “Fort Lee Property”) . The Company funded
the acquisition with a combination of available cash and
borrowings under its Facility . In conjunction with the
purchase, the Company incurred acquisition costs totaling
$24,000, which have been expensed in the year ended
October 31, 2015 consolidated statement of income .
In July 2015, the Company, through a wholly-owned
subsidiary purchased, for $10 .0 million, a 26,000 square
foot grocery-anchored shopping center located in
Harrison (Westchester County), New York (the “Harrison
Property”) . The acquisition was funded with a borrowing
on the Company’s Facility . In conjunction with the
purchase, the Company incurred acquisition costs totaling
$68,000, which have been expensed in the year ended
October 31, 2015 consolidated statement of income .
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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
at a fixed rate of 5 .50% 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 two 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
six free standing net leased properties (“Net Leased
Properties”) located in the Company’s core marketplace
with a combined GLA of 20,000 square feet . The gross
purchase price of the six properties was $7 .8 million .
The Company funded its equity with proceeds from
its Class A Common Stock and Series F Preferred Stock
offerings completed in October 2012 . In conjunction with
the purchase, the Company incurred acquisition costs
totaling $73,000, which have been expensed in the year
ended October 31, 2013 consolidated statement of income .
In fiscal 2015, the Company completed evaluating the
fair value of the in-place leases for its NJ Retail Properties,
its Harrison property and its Fort Lee property, all acquired
in fiscal 2015 . In addition, the Company completed its
evaluation of the Greenwich properties and its McLean
Plaza property (see Note 5), all acquired in fiscal 2014 .
As a result of its evaluation, the Company has allocated
$964,000 to a liability associated with the net fair value
assigned to the acquired leases at the McLean Plaza
Property, a $166,000 liability associated with the net fair
value assigned to the acquired leases at the Greenwich
Properties, a $113,000 asset associated with the net fair
value assigned to the acquired leases at the NJ Retail
Properties, a $69,000 asset associated with the leases at its
Fort Lee Property and a $48,000 asset associated with the
net fair value assigned to the acquired leases at its Harrison
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
the fiscal year ended October 31, 2015 .
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
23
Urstadt Biddle ProPerties inc.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 .
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 .
For the years ended October 31, 2015, 2014 and 2013,
the net amortization of above-market and below-market
leases amounted to $415,000, $410,000 and $419,000,
respectively, which amounts are included in base rents
in the accompanying consolidated statements of income .
In fiscal 2015, the Company incurred costs of
approximately $12 .2 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, 2015, the Company has mortgage notes
payable and other loans that are due in installments over
various periods to fiscal 2027 . The loans bear interest
at rates ranging from 2 .8% to 6 .6% and are collateralized
by real estate investments having a net carrying value
of approximately $454 .0 million .
Combined aggregate principal maturities of mortgage
notes payable during the next five years and thereafter are
as follows (in thousands):
Principal
Scheduled
Repayments Amortization
$ 5,809
5,505
4,473
4,185
3,801
21,073
$44,846
$ 14,684
49,524
—
26,880
—
124,523
$215,611
Total
$ 20,493
55,029
4,473
31,065
3,801
145,596
$260,457
2016
2017
2018
2019
2020
Thereafter
24
The Company has an $80 million Unsecured Revolving
Credit Facility with a syndicate of four banks led by
The Bank of New York Mellon, as administrative agent .
The syndicate also includes Wells Fargo Bank N .A .
(syndication agent), Bank of Montreal and Regions
Bank (co-documentation agents) . The Facility gives the
Company the option, under certain conditions, to increase
the Facility’s borrowing capacity up to $125 million . The
maturity date of the Facility is September 21, 2016 with a
one-year extension at the Company’s option . Borrowings
under the Facility can be used for, among other things,
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, 2015 .
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 had a term of six months with a
Company option for a six-month extension . The interest
rate was the Eurodollar rate plus 1 .40% to 1 .90% based on
consolidated indebtedness . The Term Loan had 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 term loan was repaid in
August 2015 with proceeds from the sale of the Company’s
Meriden, CT property .
During the fiscal years ended October 31, 2015 and 2014,
the Company borrowed $104 .8 million and $65 .1 million,
respectively, 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, 2015
and 2014, the Company re-paid $97 .6 million and $58 .8
million, respectively, on its Facility with proceeds from
a combination of non-recourse mortgage financings and
available cash .
In December 2014, through four wholly-owned subsidiaries,
the Company placed a $62 .7 million non-recourse first
mortgage loan secured by the NJ Retail Properties that
were purchased in December 2014 . The mortgage loan
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 .
In July 2015, the Company repaid at maturity its $4 .5
million non-recourse first mortgage loan that was secured
by its Fairfield Plaza property . The Company funded this
repayment with a borrowing on its Facility .
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 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 its Arcadian property
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 .
Interest paid in the years ended October 31, 2015, 2014
and 2013 was approximately $13 .4 million, $10 .3 million
and $8 .5 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
25
Urstadt Biddle ProPerties inc.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 33 .2%
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 $4 .1
million in Orangeburg and as a result as of October 31,
2015 its ownership percentage has increased to 33 .2%
from approximately 2 .92% at inception .
McLean Plaza
The Company, through a wholly-owned subsidiary,
is the managing member and owns a 53% interest in
McLean Plaza Associates, LLC, a limited liability company
(“McLean”), which owns a grocery-anchored shopping
center . The McLean operating agreement provides for the
non-managing members to receive a fixed annual cash
distribution equal to 5 .05% of their invested capital . The
annual cash distribution is paid from available cash, as
defined, of McLean . The balance of available cash, if any,
is fully distributable to the Company . Upon liquidation,
proceeds from the sale of McLean assets are to be
distributed in accordance with the operating agreement .
The non-managing members are not obligated to make
any additional capital contributions to the entity .
Noncontrolling interests:
The Company accounts for non-controlling interests
in accordance with ASC Topic 810, “Consolidation .”
Because the limited partners or non-controlling 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
26
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 and McLean 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, 2015 and 2014, the Company adjusted
the carrying value of the non-controlling interests by $2 .3
million and $887,000, respectively, with the corresponding
adjustment recorded in stockholders’ equity .
The following table sets forth the details of the
Company’s redeemable non-controlling interests
(amounts in thousands):
Beginning balance
Initial McLean Plaza
noncontrolling interest—net
Change in redemption value
Ending balance
October 31,
2015
$18,864
(615)
(2,294)
$15,955
2014
$11,843
6,134
887
$18,864
(6) INVESTMENTS IN AND ADVANCES TO
UNCONSOLIDATED JOINT VENTURES
At October 31, 2015 and 2014, 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%)
Midway Shopping Center, L .P .
(11 .642%)
Putnam Plaza Shopping Center (66 .67%)
Applebee’s at Riverhead (50%)
81 Pondfield Road Company (20%)
Total
October 31,
2015
2014
$18,248
7,186
5,144
6,686
1,318
723
$39,305
$18,380
7,069
5,322
6,525
1,194
723
$39,213
Gateway Plaza and Applebee’s at Riverhead
The Company, through two wholly owned subsidiaries,
owns a 50% undivided equity interest in the Gateway Plaza
Shopping Center (“Gateway”) and Applebee’s at Riverhead
(“Applebee’s”) . 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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
that is partially leased . Applebee’s has a 5,400 square
foot freestanding Applebee’s restaurant with additional
development rights for 7,200 square feet .
Simultaneously with the acquisition of Gateway, a $14
million non-recourse first mortgage payable was placed on
the property with $12 .0 million of the proceeds distributed
to the seller . The 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 . In September 2015, Gateway
satisfied the closing contingencies and received the balance
of the mortgage .
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”), which is anchored by a Fresh
Market grocery store and the 24,000 square foot Plaza
59 Shopping Center located in Spring Valley, New York
(“Plaza 59”), which is anchored by a local food grocer .
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 .
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 .
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 $30 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”), which is
anchored by a Hannaford Bros . grocery store .
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 .
The Company accounts for the above investments
under the equity method of accounting since it exercises
significant influence, but does not control the joint
ventures . The other venturers in the joint ventures
have substantial participation rights in the financial
decisions and operation of the ventures or properties,
which preclude the Company from consolidating the
investments . The Company has evaluated its investment in
the joint ventures and has concluded that the joint 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 .
(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
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
27
Urstadt Biddle ProPerties inc.
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 .
The Series G Senior Preferred Stock is nonvoting, has
no stated maturity and is redeemable for cash at $25 per
share at the Company’s option on or after October 28, 2019 .
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 holders 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 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 G Preferred Stock are reflected as a reduction
of additional paid in capital .
In October 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 in November 2014 .
In fiscal 2012, the Company repurchased its remaining
Series C Senior Cumulative Preferred Stock outstanding
and as a result included the $892,000 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 .
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
28
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
In November 2014, the Company sold 2,875,000 shares
of Class A Common Stock in an underwritten follow-on
common stock offering for $20 .82 per share and raised net
proceeds of $59 .7 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
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 2015, the Company issued 5,326
shares of Common Stock and 6,104 shares of Class A
Common Stock (6,347 shares of Common Stock and 6,811
shares of Class A Common Stock in fiscal 2014) through
the DRIP . As of October 31, 2015, there remained 352,627
shares of Common Stock and 410,169 shares of Class A
Common Stock available for issuance under the DRIP .
The Company has a stockholder rights agreement that
expires on November 11, 2018 . The rights are not currently
exercisable . When they are exercisable, the holder will be
entitled to purchase from the Company one one-hundredth
of a share of a newly-established Series A Participating
Preferred Stock at a price of $65 per one one-hundredth
of a preferred share, subject to certain adjustments . The
distribution date for the rights will occur 10 days after
a person or group either acquires or obtains the right to
acquire 10% (“Acquiring Person”) or more of the combined
voting power of the Company’s Common Shares, or
announces an offer, the consummation of which would
result in such person or group owning 30% or more of the
then outstanding Common Shares . Thereafter, shareholders
other than the Acquiring Person will be entitled to
purchase original common shares of the Company having
a value equal to two times the exercise price of the right .
If the Company is involved in a merger or other
business combination at any time after the rights become
exercisable, and the Company is not the surviving
corporation or 50% or more of the Company assets are
sold or transferred, the rights agreement provides that the
holder other than the Acquiring Person will be entitled
to purchase a number of shares of common stock of the
acquiring company having a value equal to two times
the exercise price of each right .
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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
The Board of Directors of the Company has approved a
share repurchase program (“Program”) for the repurchase
of up to 2,000,000 shares, in the aggregate, of Common
stock, Class A Common stock and Series F Cumulative
Preferred stock in open market transactions .
Prior to fiscal 2015, the Company had repurchased 4,600
shares of Common Stock and 724,578 shares of Class A
Common Stock under the Program . For the year ended
October 31, 2015, the Company repurchased an additional
188,753 shares of Class A Common stock at the average
price per Class A Common share of $17 .79 under the
Current 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 2015, the Company awarded 152,000 shares
of Common Stock and 92,750 shares of Class A Common
Stock to participants in the Plan . The grant date fair
value of restricted stock grants awarded to participants
in 2015 was approximately $4 .8 million . As of October 31,
2015, there was $12 .7 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 .7 years . For the years ended
October 31, 2015, 2014 and 2013, amounts charged to
compensation expense totaled $4,121,000, $4,088,000
and $4,073,000, respectively .
A summary of the status of the Company’s non-vested restricted stock awards as of October 31, 2015, and changes
during the year ended October 31, 2015 is presented below:
Non-vested at October 31, 2014
Granted
Vested
Non-vested at October 31, 2014
Granted
Vested
Forfeited
Non-vested at October 31, 2015
Non-vested at October 31, 2015
Forfeited
Common Shares
Weighted-
Average
Grant Date
Fair Value
$16 .21
$18 .37
$15 .66
—
$16 .58
Shares
1,380,800
152,000
(250,950)
—
1,281,850
Class A Common Shares
Weighted-
Average
Grant Date
Fair Value
$18 .01
$22 .10
$16 .08
$19 .50
$19 .37
Shares
399,950
92,750
(92,250)
(26,600)
373,850
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, $150,000 and $145,000 in each of the three years ended October 31, 2015, 2014 and 2013, respectively . The
Company also has an Excess Benefit and Deferred Compensation Plan that allows eligible employees to defer benefits in
excess of amounts provided under the Company’s 401K Plan and a portion of the employee’s current compensation .
29
Urstadt Biddle ProPerties inc.
(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 based on the Company’s
Class A Common stock 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 or limited liability company in which
the investor owns the joint venture 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, 2015 and 2014, 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, 2015 and 2014 (amounts in thousands):
Fair Value Measurements at Reporting Date Using
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Total
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$ 1,230
$15,955
$ —
$13,104
$ 63
$18,864
$ —
$ 9,802
$1,230
$ —
$ 63
$ —
$ —
$2,851
$ —
$9,062
Fiscal Year Ended October 31, 2015
Liabilities:
Interest Rate Swap Agreement
Redeemable noncontrolling interests
Fiscal Year Ended October 31, 2014
Assets:
Interest Rate Swap Agreement
Liabilities:
Redeemable noncontrolling interests
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 market value
measurements based upon Level 3 inputs changed from
$9,062 at November 1, 2014 to $2,851 at October 31, 2015
as a result of a $77 decrease in the redemption value of
the Company’s noncontrolling interest in Ironbound in
accordance with the application of ASC Topic 810 and
the transfer in the amount of $6,134 of the noncontrolling
interest in McLean to Level 1 . During the quarter ended
January 31, 2015, Mclean was converted to a limited
liability company from a general partnership . One of the
results of this conversion is that the noncontrolling equity
interests in McLean can only be redeemed for shares of
the Company’s Class A Common stock or for cash based
on the value of the Company’s Class A Common stock .
In accordance with ASC 810, the noncontrolling interest
will now be valued as a Level 1 measurement .
Fair Value of Financial Instruments
The carrying values of cash and cash equivalents,
restricted cash, tenant receivables, prepaid expenses,
other assets, accounts payable and accrued expenses, are
reasonable estimates of their fair values because of the
short-term nature of these instruments . The carrying value
of the revolving credit facility is deemed to be at fair value
since the outstanding debt is directly tied to monthly
LIBOR contracts . Mortgage notes payable that were
assumed in property acquisitions were recorded at
their fair value at the time they were assumed .
Mortgage notes payable and other loans are estimated
to have a fair value of approximately $266 million and
$206 million at October 31, 2015 and October 31, 2014,
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, 2014, 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, 2015, the Company had commitments of
approximately $11 .0 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,
2015 and 2014 adjusted to give effect to the property
acquisitions, including acquisition costs, completed in
fiscal 2015 (see Note 3) and the sale of the Company’s
Meriden, CT property in August 2015 as though these
transactions were completed on November 1, 2013 .
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) .
2015
Year Ended October 31,
2014
(Note 1)
$109,847
$ 29,407
$113,102
Pro forma revenues
Pro forma income from continuing operations $ 31,546
Pro forma income from continuing
operations applicable to Common
and Class A Common stockholders:
$ 15,993
$ 13,118
Note 1— The fiscal year ended 2014 pro forma income from continuing
operations and pro forma income from continuing operations
applicable to Common and Class A Common stockholders excludes
a $24 .3 million gain on sale of the Company’s Springfield, MA
property, which was sold in 2014 (see Note 1 for more information) .
31
Urstadt Biddle ProPerties inc.
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, 2015 for the properties
acquired in fiscal 2015 as more fully described in Note 3
(amounts in thousands) .
Revenues
Income from continuing operations
$9,644
$ 617
(12) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The unaudited quarterly results of operations for the years ended October 31, 2015 and 2014 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
Per Share Data:
Net Income from Continuing Operations—Basic:
Class A Common Stock
Common Stock
Year Ended October 31, 2015
Quarter Ended
Jan 31 Apr 30
$30,050
$ 7,478
$28,506
$ 6,164
July 31 Oct 31
$27,937
$28,819
$27,785
$ 8,785
$ 6,011
(3,894)
—
$ 7,247
(3,570)
—
$ 8,441
(3,571)
—
$27,565
(3,570)
—
Year Ended October 31, 2014
Quarter Ended
Jan 31 Apr 30
$25,195 $25,952 $24,955
$ 6,621 $ 6,482 $ 7,494
July 31 Oct 31
$26,226
$32,494
$ 6,465 $ 6,334 $ 7,343
(3,453)
—
(3,453)
—
(3,453)
—
$32,342
(3,453)
(1,870)
$ 2,117
$ 3,677
$ 4,870
$23,995
$ 3,012 $ 2,881 $ 3,890
$27,019
$0.06
$0.06
$0.11
$0.10
$0.15
$0.13
$0.72
$0.64
$0 .10
$0 .09
$0 .10
$0 .09
$0 .13
$0 .11
$0 .90
$0 .80
Net Income from Continuing Operations—Diluted:
Class A Common Stock
Common Stock
$0.06
$0.06
$0.11
$0.10
$0.14
$0.13
$0.70
$0.62
$0 .10
$0 .09
$0 .09
$0 .08
$0 .12
$0 .11
$0 .87
$0 .77
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 17, 2015, the Board of Directors of the Company declared cash dividends of $0 .23 for each share of Common
Stock and $0 .26 for each share of Class A Common Stock . The dividends are payable on January 15, 2016 to stockholders
of record on January 5, 2016 .The Board of Directors also ratified the actions of the Company’s compensation committee
authorizing awards of 152,100 shares of Common Stock and 93,600 shares of Class A Common Stock to certain officers,
directors and employees of the Company effective January 4, 2016, pursuant to the Company’s restricted stock plan .
The fair value of the shares awarded totaling $4 .5 million will be charged to expense over the respective vesting periods .
32
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, 2015 and 2014 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, 2015 . 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, 2015 and 2014, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended October 31, 2015, 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, 2015 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, 2016 expressed an unqualified opinion thereon .
New York, New York
January 12, 2016
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 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, 2015, the
Company owned or had equity interests in 74 properties
containing a total of 4 .9 million square feet of GLA
of which approximately 96 .1% was leased (95 .3% at
October 31, 2014) .
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 . In February
2015, two more leases at the property totaling 90,000 square
feet expired, for which the average base rent per square
foot was approximately $24 .69 per annum . Currently, the
189,000 square foot property has only 20,000 square feet
leased and occupied at an average base rent per square
foot of $22 .79 . In April 2015, the Company entered into a
contract to sell this property . The contract contains certain
contingencies that need to be satisfied in order for the
transaction to close, and there is the possibility it may
not close . If all contingencies are satisfied, the Company
expects the transaction to close in the second quarter of
fiscal 2016 .
Included in the 74 properties are equity interests in seven
unconsolidated joint ventures, which joint ventures were
approximately 98 .1% leased at October 31, 2015 (97 .7% at
October 31, 2014) .
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 21 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
2016 . 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
2014 and 2015, 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 with a concentration
in the metropolitan New York tri-state area outside of the
City of New York .
34
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Key elements of the Company’s growth strategies and
operating policies are to:
• Acquire neighborhood and community shopping
proceeds of $59 .9 million . The Company used the proceeds
from these stock sales in connection with the following:
• On November 21, 2014, $61 .25 million was used to
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 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 northeastern part of the United States with a
concentration in the metropolitan New York tri-state
area outside of the City of New York .
• Increase property values by aggressively marketing
available GLA and renewing existing leases
• Renovate, reconfigure or expand existing properties
to meet the needs of existing or new tenants
• Negotiate and sign leases which provide for regular
or fixed contractual increases to minimum rents
• Control property operating and administrative costs
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are those that are both
important to the presentation of the Company’s
financial condition and results of operations and require
management’s most difficult, complex or subjective
judgments . For a further discussion about the Company’s
critical accounting policies, please see Note 1 to the
consolidated financial statements of the Company in
this report .
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2015, the Company had unrestricted
cash and cash equivalents of $6 .6 million compared to
$73 .0 million at October 31, 2014 . The Company’s sources
of liquidity and capital resources include its cash and
cash equivalents, proceeds from bank borrowings and
long-term mortgage debt, capital financings and sales
of real estate investments . Payments of expenses related
to real estate operations, debt service, management
and professional fees, and dividend requirements place
demands on the Company’s short-term liquidity . 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,
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 and the sale of
2,875,000 shares of Class A Common stock that raised
repurchase all of the Company’s outstanding Series D
Preferred Stock .
• On December 10, 2014, $61 .9 million was used to fund
a portion of the $124 .6 million purchase of four
retail properties located in three counties in northern
New Jersey .
• In November and December 2014 and March 2015, the
Company repaid a net $9 .35 million on its Unsecured
Revolving Credit Facility (the “Facility”) .
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 34% and a very strong fixed charge
coverage ratio of over 2 .75 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 2016 and
has 45 properties in its consolidated portfolio that are not
encumbered by secured mortgage debt . At October 31,
2015, the Company had loan availability of $56 .2 million
on its unsecured revolving line of credit .
In July 2015, one of the Company’s largest tenants,
A&P filed a voluntary petition under Chapter 11 of Title
11 of the United States Code (the “Bankruptcy Code”) .
As of November 2015, four of the nine A&P leases in our
portfolio have been purchased by ACME, a division of
Albertson’s and one of the leases has been purchased
by Key Food . As a result, there will be no negative effect
on the Company for those leases . The Company has
purchased and terminated the leases within its Valley
Ridge and Bloomfield shopping centers from A&P and
now has control of those spaces, which it expects to re-lease
in due course . The Company purchased these two leases
believing the base rental rate on the leases was below
market, which would allow for the Company to increase
its cash flow if the spaces could be re-leased to new tenants
at prevailing market rates . The remaining two spaces
(Pompton and Boonton) may still be sold by A&P to a new
operator during the bankruptcy process . Alternatively,
the leases could be rejected in bankruptcy, in which
event the Company would have to re-lease those spaces .
The Company believes that it will be able to re-lease the
two spaces it purchased from A&P and potentially the
Pompton and Boonton spaces (if necessary) but cannot
predict when such re-leasing will occur .
35
Urstadt Biddle ProPerties inc.
The table below details information about the nine leases in Company’s portfolio affected by the A&P bankruptcy .
Property
Location
Square
Feet
Base Rent
Per Annum
Base Rent
Per Square Foot
Lease
Expiration
Pompton Lakes Town Square
Ferry Plaza Shopping Center
Village Shopping Center
Boonton Shopping Center
Valley Ridge Shopping Center
Harrison Shopping Center
Bloomfield Shopping Center
Shoppes at Eastchester
McLean Plaza Shopping Center
Pompton Lakes, NJ
Newark, NJ
New Providence, NJ
Boonton, NJ
Wayne, NJ
Harrison, NY
Bloomfield, NJ
Eastchester, NY
Yonkers, NY
63,000
63,000
46,000
49,000
36,000
12,000
31,000
30,000
35,000
365,000
$1,244,000
1,215,000
990,000
950,000
540,000
264,000
154,000
110,000
73,000
$5,540,000
$19 .80
$19 .15
$21 .75
$19 .21
$15 .00
$22 .00
$ 5 .00
$ 3 .71
$ 2 .09
Oct 2025*
Nov 2020*
Feb 2029*
Oct 2024*
Repurchased
by UBP
Sept 2024*
Repurchased
by UBP
Oct 2019**
Oct 2034*
* Subject to further tenant renewals
** Company has amended the lease with to increase the base rent per square foot from $3 .71 to $10 .00 per square foot through 10/31/19 and to provide a
new tenant option though 10/31/24 at a base rent per square foot of $25 .00 .
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 2016 and
to meet its dividend requirements necessary to maintain
its REIT status . In fiscal 2015, 2014 and 2013, net cash flow
provided by operations amounted to $51 .1 million, $50 .9
million and $51 .0 million, respectively . Cash dividends
paid on common and preferred shares equaled $50 .0
million in fiscal 2015 compared to $45 .9 million in fiscal
2014 and $46 .6 million in fiscal 2013 .
The Company expects to continue paying regular
dividends to its stockholders . These dividends will be paid
from operating cash flows which are expected to increase
due to property acquisitions and growth in operating
income in the existing portfolio and from other sources .
The Company derives substantially all of its revenues from
rents under existing leases at its properties . The Company’s
operating cash flow therefore depends on the rents that it
is able to charge to its tenants, and the ability of its tenants
to make rental payments . The Company believes that
the nature of the properties in which it typically invests,
primarily grocery-anchored neighborhood and community
shopping centers, provides a more stable revenue flow in
uncertain economic times, in that consumers still need to
purchase basic staples and convenience items . However,
even in the geographic areas in which the Company owns
properties, general economic downturns may adversely
impact the ability of the Company’s tenants to make lease
payments, 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 a reduction in the tenant pool
for retail commercial real estate owners like us . 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 $51 .1 million in fiscal 2015, compared to $50 .9 million in
fiscal 2014, and $51 .0 million in fiscal 2013 . The changes in
operating cash flows were primarily the result of:
Decrease from fiscal 2014 to fiscal 2015:
The decrease was due primarily to an increase in other
assets and other liabilities offset by an increase in the
operating income generated by the Company’s properties
in the year ended October 31, 2015 versus fiscal 2014 .
36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Decrease from fiscal 2013 to fiscal 2014:
This decrease was 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 .
Investing Activities
Net cash flows used in investing activities was $105 .0
million in fiscal 2015, $54 .6 million in fiscal 2014 and $49 .6
million in fiscal 2013 . The change in investing cash flows
was primarily the result of:
Increase in cash used from fiscal 2014 to fiscal 2015:
The increase in cash flows used in investing activities
in fiscal 2015 when compared to the prior fiscal year
was the result of the Company purchasing six properties
totaling $136 .3 million in fiscal 2015 versus purchasing
eight properties in fiscal 2014 requiring $81 .7 million .
Increase in cash used from fiscal 2013 to fiscal 2014:
The Company acquired eight 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 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, which 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 .
The Company regularly makes capital investments
in its properties for property improvements, tenant
improvements costs and leasing commissions .
Financing Activities
Net cash flows used by financing activities amounted
to $12 .5 million in fiscal 2015 compared with net cash
provided by financing activities in fiscal 2014 of $73 .8
million and net cash used by financing activities in the
amount of $76 .5 million in fiscal 2013 . The change in net
cash provided (used) by financing activities was primarily
attributable to:
Cash generated:
Fiscal 2015: (Total $237.6 million)
• Proceeds from mortgage financings in the amount of
$68 .2 million .
• Proceeds from revolving credit line borrowings in the
amount of $104 .8 million .
• Proceeds from the issuance of Series G Preferred Stock
in the amount of $4 .6 million .
• Proceeds from the issuance of Class A Common stock
in the amount of $59 .8 million .
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 .
Fiscal 2013: (Total $39.9 million)
• Proceeds from revolving credit line borrowings of
$38 .4 million .
• Return of escrow deposit of $1 .3 million .
Cash used:
Fiscal 2015: (Total $250.1 million)
• Dividends to shareholders in the amount of $50 .0 million .
• Repayment of mortgage notes payable in the amount of
$12 .9 million .
• Repayment of revolving credit line borrowings in the
amount of $97 .6 million .
• Repayment of the unsecured term loan in the amount
of $25 million .
• Redemption of preferred stock in the amount of
$61 .3 million .
• Repurchase of Class A Common stock in the amount
of $3 .4 million .
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 .
37
Urstadt Biddle ProPerties inc.
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 .
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 and 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 with a syndicate of four banks led by
The Bank of New York Mellon, as administrative agent .
The syndicate also includes Wells Fargo Bank N .A .
(syndication agent), Bank of Montreal and Regions
Bank (co-documentation agents) . The Facility gives the
Company the option, under certain conditions, to increase
the Facility’s borrowing capacity up to $125 million . The
maturity date of the Facility is September 21, 2016 with a
one-year extension at the Company’s option . Borrowings
under the Facility can be used for, among other things,
acquisitions, working capital, capital expenditures, and
repayment of other indebtedness and the issuance of letters
of credit (up to $10 million) . Borrowings will bear interest
at the Company’s option of Eurodollar rate plus 1 .5% to
2 .0% or The Bank of New York Mellon’s prime lending
rate plus 0 .50% based on consolidated indebtedness,
as defined . The Company will pay an annual fee on the
unused commitment amount of up to 0 .25% to 0 .35%
based on outstanding borrowings during the year . The
Facility contains certain representations 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, 2015 .
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 had a term of six months with a
Company option for a six-month extension . The interest
rate was the Eurodollar rate plus 1 .40% to 1 .90% based on
consolidated indebtedness . The Term Loan had 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 Term Loan was repaid in
August 2015 with proceeds from the sale of the Company’s
Meriden, CT property .
During the fiscal years ended October 31, 2015 and 2014,
the Company borrowed $104 .8 million and $65 .1 million,
respectively, 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, 2015
and 2014, the Company re-paid $97 .6 million and $58 .8
million, respectively, on its Facility with proceeds from a
combination of non-recourse mortgage financings, secured
mortgage financings and available cash .
In December 2014, through four wholly-owned
subsidiaries, the Company obtained a $62 .7 million
non-recourse first mortgage loan secured by the NJ Retail
Properties that were 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 .
In July 2015, the Company repaid at maturity its $4 .5
million non-recourse first mortgage loan encumbered
by its Fairfield Plaza property . The Company funded
this repayment with a borrowing on its Facility .
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 .
38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 its Arcadian property
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 Veterans Plaza
property in the amount of $3 .2 million .
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 $260 .5 million consist of fixed rate mortgage
loan indebtedness with a weighted average interest rate of
4 .6% at October 31, 2015 . The mortgage loans are secured
by 22 properties with a net book value of $454 million and
have fixed rates of interest ranging from 2 .8% to 6 .6% . The
Company made principal payments of $12 .9 million in
the year ended October 31, 2015 (including the repayment
of a mortgage at maturity in the amount of $4 .5 million)
compared to $20 .3 million (including the refinancing of $16 .2
million mortgage) in the comparable period in fiscal 2014 .
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, 2015 were as follows (amounts in thousands):
Total
Mortgage notes payable and other loans $260,457
67,547
Interest on mortgage notes payable
22,750
Revolving Credit Lines
11,036
Tenant obligations*
$361,790
Total Contractual Obligations
2016
$20,493
12,429
22,750
11,036
$66,708
2017
$55,029
11,340
—
—
$66,369
2018
$ 4,473
8,717
—
—
$13,190
2019
$31,065
7,848
—
—
$38,913
2020
$ 3,801
6,680
—
—
$10,481
There-
after
$145,596
20,533
—
—
$166,129
Payments Due by Period
*Committed tenant-related obligations based on executed leases as of October 31, 2015 .
39
Urstadt Biddle ProPerties inc.
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 2015,
the Company paid approximately $12 .2 million for
property improvements, tenant improvements and
leasing commission costs . The Company expects to incur
approximately $11 .0 million for anticipated capital and
tenant improvements and leasing costs in fiscal 2016 .
These expenditures are expected to be funded from
operating cash flows or bank borrowings .
Significant Property Acquisitions
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 .
In July 2015, the Company, through a wholly-owned
subsidiary, purchased for $10 .0 million, a 26,000 square
foot grocery-anchored shopping center located in Harrison
(Westchester County), New York . The acquisition was
funded with a borrowing on the Company’s Facility .
40
In June 2015, the Company, through a wholly-owned
subsidiary, purchased for $4 .0 million, a 7,000 square
foot retail property located in Fort Lee (Bergen County),
New Jersey . The Company funded the acquisition with
a combination of available cash and borrowings under
its Facility .
In December 2014 (fiscal 2015), the Company, through
four wholly-owned subsidiaries, purchased for $124 .6
million, four retail properties totaling 375,000 square feet
located in Northern New Jersey . 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 properties .
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 $5 .0 million and
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 (see Note 4) .
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 .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 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 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
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSfixed 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 .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 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 .00% 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
primary marketplace with a combined GLA of 20,000
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 .
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, 2015 (amounts
in thousands):
Year Ended October 31,
2015
2014
2013
Net Income Applicable to
Common and Class A
Common Stockholders
Real property depreciation
Amortization of tenant
$ 34,659
$ 49,469
$ 10,613
18,750
15,361
14,194
improvements and allowances
3,161
3,298
2,957
Amortization of deferred
leasing costs
Depreciation and amortization on
unconsolidated joint ventures
(Gain)/loss on sale of properties
449
520
1,414
(20,377)
1,255
(36,871)
593
974
175
Funds from Operations
Applicable to Common and
Class A Common Stockholders $ 38,056
$ 33,032
$ 29,506
Net Cash Provided by (Used in):
Operating Activities
Investing Activities
Financing Activities
$ 51,100
$(105,034)
$ (12,472)
$ 50,952
$ 50,915
$(54,624) $(49,631)
$(76,468)
$ 73,793
41
Urstadt Biddle ProPerties inc.
FFO amounted to $38 .1 million in fiscal 2015 compared
to $33 .0 million in fiscal 2014 and $29 .5 million in fiscal 2013 .
The net increase in FFO in fiscal 2015 when compared
with fiscal 2014 was predominantly attributable, among
other things, to: a) the additional net operating income
generated from properties acquired in fiscal 2014 and
fiscal 2015, b) an overall increase in net operating income
at properties owned in both fiscal 2014 and 2015, offset
by c) an increase in acquisition costs of $1 .4 million in
fiscal 2015 when compared with fiscal 2014 and d) an
increase in interest expense of $3 .2 million as a result of the
Company’s secured mortgage borrowings increasing when
we assumed the mortgage encumbering two properties
we acquired in fiscal 2014 and when the Company placed
a new $62 .7 million combined mortgage on the four
properties it acquired in fiscal 2015 .
The net increase in FFO in fiscal 2014 when compared
with fiscal 2013 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 $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 advance of being able to
redeem its Series C Preferred Stock 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 .
RESULTS OF OPERATIONS
Fiscal 2015 vs. Fiscal 2014
The following information summarizes the Company’s results of operations for the years ended October 31, 2015 and
2014 (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,
2015
2014
$83,885
28,703
2,252
$75,099
24,947
2,099
21,267
18,224
22,435
8,576
18,926
16,997
19,249
8,016
Increase
(Decrease) Change
Property
% Acquisitions/
Sales
$8,786
3,756
153
2,341
1,227
3,186
560
11 .7%
15 .1%
7 .3%
12 .4%
7 .2%
16 .6%
7 .0%
Change Attributable to:
Property Held
In Both Periods
(Note 1)
$(224)
868
(72)
682
24
443
n/a
(212)
n/a
$9,010
2,888
225
1,659
1,203
2,743
n/a
3,452
n/a
Non-Operating Income/Expense
Interest expense
Interest, dividends, and other investment income
13,475
228
10,235
134
3,240
94
31 .7%
70 .1%
Note 1— Properties held in both periods includes only properties owned for the entire periods of 2015 and 2014 . All other properties are included in the
property acquisition/sales column . There are no properties excluded from the analysis .
42
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This increase was a result of an increase in the percentage
of the portfolio that is leased, which allows the Company
to bill and collect a higher percentage of operating costs
from its tenants and an actual increase in operating costs
incurred in properties held in both periods . This operating
expense increase was predominantly the result of an
increase in snow removal costs and parking lot repairs .
Expenses
Property operating expenses for properties held in both
periods increased for the year ended October 31, 2015,
when compared with fiscal 2014, by $682,000 as a result of
an increase in expenses relating to snow removal costs and
parking lot repairs .
Real estate taxes for properties held in both periods
were relatively unchanged for the year ended October 31,
2015 when compared with fiscal 2014 as a result of normal
property tax assessment increases at a majority of the
properties held in both periods, offset by a reduction in tax
expense at the Company’s Westchester Pavilion property
caused by a property tax assessment reduction .
Depreciation and amortization for properties held in
both fiscal 2015 and 2014 increased as a result of tenant
improvements being completed at several properties that had
significant leasing activity in the end of fiscal 2014 and 2015 .
General and administrative expense increased in the year
ended October 31, 2015 when compared with fiscal 2014 by
$560,000 as a result of increased compensation expense for
additional staffing at the Company over the last quarter of
fiscal 2014 and the first three quarters of fiscal 2015 .
Interest expense for properties owned in the year
ended October 31, 2015 when compared with fiscal 2014
decreased by $212,000 as a result of normal amortization
on the Company’s fixed rate mortgages and the repayment
of a $4 .5 million mortgage in July 2015 .
Revenues:
Base rents increased by 11 .7% to $83 .9 million in fiscal
2015 as compared with $75 .1 million in the comparable
period of 2014 . The increase in base rents and the changes
in other income statement line items were attributable to:
Property Acquisitions/Sales:
In fiscal 2014 and fiscal 2015, the Company purchased
equity interests in 14 properties totaling approximately
906,000 square feet of GLA and sold three properties
totaling 569,000 square feet of GLA, whose operating
results are included in continuing operations . These
properties accounted for all of the revenue and expense
changes attributable to property acquisitions and sales in
the years ended October 31, 2015 and 2014 . The Company
also sold three properties in fiscal 2014 that are included
in discontinued operations . The revenue and expense
changes for these two properties are not included in the
above variance analysis .
Properties Held in Both Periods:
Revenues
Base rents decreased during the year ended October 31,
2015 by $224,000 when compared with the corresponding
prior period primarily as a result of the loss of rent caused
by the departure of two large tenants in the Company’s
Westchester Pavilion property after January 31, 2015 . The
Company is in the process of selling this property and in
order to accomplish this we had to vacate the remaining
tenants from the property . The negative base rent variance
for Westchester Pavilion for the year ended October 31,
2015 when compared with fiscal 2014 was $2 .0 million .
This decrease was mostly offset by an increase in base rents
billed to tenants as our leased rate increased from the year
ended 2014 to the year ended 2015 .
In fiscal 2015, the Company leased or renewed 507,000
square feet (or approximately 12 .9% of total consolidated
property leasable area) . At October 31, 2015, the
Company’s consolidated properties were approximately
95 .8% leased (excluding the Westchester Pavilion), an
increase of 1 .00% from the end of fiscal 2014 . Overall
property occupancy increased to 95 .0% at October 31,
2015, up from 94 .2% at the end of fiscal 2014 .
For the year ended October 31, 2015, recoveries from
tenants for properties owned in both periods (which
represents reimbursements from tenants for operating
expenses and property taxes) increased by a net $868,000 .
43
Urstadt Biddle ProPerties inc.
RESULTS OF OPERATIONS
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
Change Attributable to:
Increase
(Decrease) Change
% Acquisitions/
Sales
Property Properties Held
In Both Periods
(Note 1)
Revenues
Base rents
Recoveries from tenants
Other income
Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
$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
17,471
15,524
17,769
8,211
1,455
1,473
1,480
(195)
8 .3%
9 .5%
8 .3%
(2 .4)%
1,260
1,029
1,235
n/a
1,277
n/a
$ 294
419
(321)
195
444
245
n/a
(136)
n/a
Non-Operating Income/Expense
Interest expense
Interest, dividends, and other investment income
10,235
134
9,094
1,345
1,141
(1,211)
12 .5%
(90 .0)%
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 .
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 471,000 square feet of
GLA . The Company also sold two properties in fiscal 2014
that are included in continuing operations . These properties
accounted for all of the revenue and expense changes
attributable to property acquisitions/sales in the years
ended October 31, 2014 and 2013 . In addition, the Company
purchased a 50% equity interest in two other properties
that it accounts for under the equity method of accounting .
These two properties are not included in any of the variance
analysis presented above .
Properties Held in Both Periods:
The net 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 properties were approximately 94 .8%
leased, an increase of 1 .54% from the end of fiscal 2013 . The
above percentages exclude the Company’s Westchester
Pavilion 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
44
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 .
Lease Rollovers
For the fiscal year 2015, we signed leases for a total of
507,000 square feet of retail space in our consolidated
portfolio . New leases for vacant spaces were signed for
188,000 square feet at an average rental decrease of 0 .26%
on a cash basis, excluding 24,000 square feet of new
leases for which there was no prior rent history available .
Renewals for 295,000 square feet of space previously
occupied were signed at an average rental increase of
5 .14% on a cash basis .
Tenant improvements averaged $47 .63 per square foot
for new leases and $3 .83 per square foot for renewals for
the fiscal year ended October 31, 2015 . The average term
for new leases was 6 .6 years and the average term for
renewal leases was four 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 2015 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 2016, we believe our leasing volume will be in-line
with our historical averages with overall positive increases
in rental income for renewal leases and flat to slightly
positive increases for new 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 .
45
Urstadt Biddle ProPerties inc.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,
2013
$1,356
—
2014
$141
—
2015
$—
—
—
$—
—
(48)
$141
$1,308
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 .
Property Held for Sale and Discontinued Operations
In September 2014, the Company sold, for $31 million
its property located in Springfield, MA, as that property
no longer met the Company’s investment objectives . In
conjunction with the sale, the Company realized a gain
on sale of property in the amount of $24 .3 million, which
is included in continuing operations in the consolidated
statement of income for the year ended October 31, 2014 .
The revenue and expenses of this property are included
in continuing operations in the consolidated statement of
income for the year ended October 31, 2014 and 2013 .
In August 2015, the Company sold for $44 .5 million its
property located in Meriden, CT, as that property no longer
met the Company’s investment objectives . In conjunction
with the sale, the Company realized a gain on sale of
property in the amount of $20 .0 million, which is included
in continuing operations in the consolidated statement of
income for the year ended October 31, 2015 . The revenue
and expenses of this property are included in continuing
operations in the consolidated statement of income for
the years ended October 31, 2015, 2014 and 2013 .
The combined operating results of the Springfield
property and the Meriden 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,
2015
$ 4,566
2014
$ 8,028
2013
$ 7,806
(1,687)
(3,577)
(3,387)
(625)
$ 2,254
(1,564)
$ 2,887
(1,613)
$ 2,806
In December 2013 (fiscal 2014), prior to the adoption
of ASU 2014-08 that changed the criteria for reporting
discontinued operations, 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 (prior to the accounting change) the
operating results of the distribution service facilities are
shown as discontinued operations on the consolidated
statements of income for the fiscal years ended October 31,
2014 and 2013 .
The combined operating results for the distribution
service facilities have been reclassified as discontinued
operations in the accompanying consolidated statements
46
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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,
2015 . 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, 2015 . 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 .
47
Urstadt Biddle ProPerties inc.REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of Urstadt Biddle Properties Inc .
We have audited Urstadt Biddle Properties Inc .’s internal control over financial reporting as of October 31, 2015,
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, 2015 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, 2015 and 2014,
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, 2015 and our report dated January 12, 2016 expressed
an unqualified opinion thereon .
New York, New York
January 12, 2016
PKF O’Connor Davies
a division of O’Connor Davies, LLP
48
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, 2015 and 2014:
Common Shares
Class A Common Shares
Dividend
Payment Date
January 16, 2015
April 17, 2015
July 17, 2015
October 16, 2015
Gross
Dividend Paid Ordinary
Income
$0 .085
$0 .085
$0 .085
$0 .085
$0 .34
Per Share
$0 .2250
$0 .2250
$0 .2250
$0 .2250
$0 .90
Capital
Gain
Non-
Taxable
Portion
$0 .11375 $0 .02625
$0 .11375
$0 .02625
$0 .11375 $0 .02625
$0 .11375 $0 .02625
$0 .455
$0 .105
Gross
Dividend Paid Ordinary
Income
$0 .09625
$0 .09625
$0 .09625
$0 .09625
$0 .385
Per Share
$0 .2550
$0 .2550
$0 .2550
$0 .2550
$1 .02
Non-
Capital Taxable
Gain Portion
$0 .03
$0 .03
$0 .03
$0 .03
$0 .12
$0 .12875
$0 .12875
$0 .12875
$0 .12875
$0 .515
Common Shares
Class A Common Shares
Dividend
Payment Date
January 17, 2014
April 17, 2014
July 18, 2014
October 17, 2014
Gross
Dividend Paid Ordinary
Income
$0 .108
$0 .108
$0 .108
$0 .108
$0 .432
Per Share
$0 .225
$0 .225
$0 .225
$0 .225
$0 .90
Capital
Gain
$0 .031
$0 .031
$0 .031
$0 .031
$0 .124
Non-
Taxable
Portion
$0 .086
$0 .086
$0 .086
$0 .086
$0 .344
Gross
Dividend Paid Ordinary Capital
Gain
$0 .035
$0 .035
$0 .035
$0 .035
$0 .140
Per Share
$0 .2525
$0 .2525
$0 .2525
$0 .2525
$1 .01
Income
$0 .12125
$0 .12125
$0 .12125
$0 .12125
$0 .485
Non-
Taxable
Portion
$0 .09625
$0 .09625
$0 .09625
$0 .09625
$0 .385
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, 2015, the Company made distributions to stockholders aggregating $0 .90 per
Common share and $1 .02 per Class A Common share . On December 17, 2015, the Company’s Board of Directors approved
the payment of a quarterly dividend payable January 15, 2016 to stockholders of record on January 5, 2016 . The quarterly
dividend rates were declared in the amounts of $0 .23 per Common share and $0 .26 per Class A Common share .
49
Urstadt Biddle ProPerties inc.
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, 2015 and 2014
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, 2015
High
Low
$20.00
$11.73
$20.09
$17.33
$17.92
$16.53
$19.95
$16.23
$21.56
$20.75
$18.68
$17.43
$24.22
$24.01
$21.03
$20.52
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
50
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, 2015 (amounts in thousands,
except weighted average interest rate):
Mortgage notes payable
and other loans
Weighted average interest
rate for debt maturing
For The Fiscal Year ended October 31,
2016
2017
2018
2019
2020 Thereafter
Estimated
Total Fair Value
$20,493
$55,029
$4,473 $31,065
$3,801
$145,596
$260,457
$266,129
4 .75%
5 .18%
n/a
6 .11%
n/a
4 .17%
At October 31, 2015, the Company had $22 .75 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
$227,500 annually .
The Company believes that its weighted average fixed interest rate of 4 .6% on its debt is not materially different from
current market interest rates for debt instruments with similar risks and maturities .
The Company may enter into certain types of derivative financial instruments to reduce exposure to interest rate risk .
The Company uses interest rate swap agreements, for example, to convert some of our variable rate debt to a fixed-rate
basis . As of October 31, 2015, the Company has five open derivative financial instruments . These interest rate swaps
are cross collateralized with three mortgages on properties in Rye, NY, one property in Ossining, NY and a property
in Yonkers, NY . The Rye swaps expire in October 2019 and the Ossining and Yonkers swaps expire in October 2024,
all 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, 2010 and ended October 31, 2015, 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
10/10
100 .00
100 .00
100 .00
100 .00
10/11
108 .35
98 .05
108 .09
109 .52
10/12
123 .98
109 .60
124 .52
129 .44
10/13
116 .75
119 .96
158 .36
142 .10
10/14
137 .05
138 .26
185 .71
168 .42
10/15
136 .35
135 .04
195 .37
176 .51
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
Director
Prudential Mutual Funds
RICHARD GRELLIER
Managing Director
Deutsche Bank Securities Inc.
ROBERT R. DOUGLASS
Vice Chairman
Urstadt Biddle Properties Inc.
Previously 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.
GEORGE H.C. LAWRENCE
Chairman and
Chief Executive Officer
Lawrence Properties, Inc.
ROBERT J. MUELLER
Retired Senior Executive
Vice President
The Bank of New York
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
LINDA LACEY
Senior Vice President
Leasing
JACKIE PERLA
Vice President
Leasing
HEIDI BRAMANTE
Assistant Vice President and
Assistant Controller
ANDREW ALBRECHT
Vice President
Management and Construction
STEVE DUDZIEC
Assistant Vice President
Leasing
NICHOLAS CAPUANO
Vice President and
Real Estate Counsel
DIANE MIDOLLO
Vice President and
Controller
ZACH FOX
Assistant Vice President
Acquisitions
ELLEN HANRAHAN
Assistant Vice President and
Assistant Secretary
JANINE IAROSSI
Assistant Vice President
Insurance and
Benefit Administrator
SUZANNE MOORE
Assistant Vice President and
Accounts Receivable
Coordinator
MARY MURRAY
Assistant Vice President and
Director of Operations
MONICA ROTH
Assistant Vice President and
Environmental Manager
ROBERT WEEKS
Assistant Vice President
Management
Corporate Information
Securities Traded
New York Stock Exchange
Symbols: UBA, UBP, UBPPRF and UBPPRG
Stockholders of Record as of
December 31, 2015:
Common Stock: 685 and
Class A Common Stock: 694
Annual Meeting
The annual meeting of stockholders
will be held at 2:00 P.M. on March 24,
2016 at Six Landmark Square, 9th Floor,
Stamford, CT 06901.
Form 10-K
A copy of the company’s 2015 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 Carolyn Smith,
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
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
From Top to Bottom: Danbury Square, Danbury, Connecticut;
Goodwives Shopping Center, Darien, Connecticut;
Arcadian Shopping Center, Ossining, New York