2020 ANNUAL REPORT
(In Millions)
(In Millions)
$140
$130
$120
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
2010
2011
2012
2013
51 CONSECUTIVE
YEARS OF
2014
UNINTERRUPTED
2018
2017
2016
2015
2019
$140
$130
$120
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Revenues Funds From Operations Common & Class A Dividends Paid
Revenues Funds From Operations Common & Class A Dividends Paid
DIVIDENDS.
(In Millions)
Revenues Funds From Operations Common & Class A Dividends Paid
$140
$130
$120
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Revenues Funds From Operations Common & Class A Dividends Paid
(In Millions)
$130
$120
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
(In Millions)
$130
$120
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Revenues Funds From Operations Common & Class A Dividends Paid
URSTADT BIDDLE PROPERTIES INC.
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 investment properties consist primarily of
neighborhood and community shopping centers in
CONTENTS
the northeastern part of the United States with a
Selected Financial Data
concentration in the Metropolitan New York tri-state
Letter to Our Stockholders
area outside of the City of New York.
Map of Investment Properties
Class A Common Shares, Common Shares,
Series H Preferred Shares and Series K Preferred
Shares of the Company trade on the New York
Stock Exchange under the symbols “UBA,” “UBP,”
“UBPPRH” and “UBPPRK.”
1
2
8
12
13
Investment Portfolio
Financials
Management’s Discussion and Analysis of
Financial Condition and Results of Operations 42
Directors and Officers
68
SELECTED FINANCIAL DATA
(Amounts in thousands, except share data)
Year Ended October 31,
2020
2019
2018
2017
2016
Balance Sheet Data:
Total Assets
Revolving Credit Lines and Unsecured Term Loan
Mortgage Notes Payable and Other Loans
Preferred Stock Called for Redemption
$1,010,179
$ 35,000
$ 299,434
$ —
$1,072,304
$ —
$ 306,606
$ 75,000
$1,008,233
$ 28,595
$ 293,801
$ —
$996,713
$ 4,000
$ 297,071
$ —
$931,324
$ 8,000
$273,016
$ —
Operating Data:
Total Revenues
Total Expenses and Payments to
Noncontrolling Interests
Income from Continuing Operations before
Discontinued Operations
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
Funds from Operations (Note)
$ 126,745
$ 137,585
$ 135,352
$123,560
$ 116,792
$ 100,604
$ 102,333
$ 100,320
$ 91,774
$ 85,337
$ 26,070
$ 41,613
$ 42,183
$ 55,432
$ 34,605
$.23
$.20
$.22
$.20
$.77
$.69
$ .59
$ .53
$ .58
$ .52
$1.10
$ .98
$ .68
$ .61
$ .67
$ .60
$1.08
$ .96
$ .92
$ .82
$ .90
$ .80
$1.06
$ .94
$ .57
$ .50
$ .56
$ .49
$1.04
$ .92
$ 61,883
$ (18,820
)
$(96,347
)
$ 45,172
$ 72,317
$(14,739
$ 26,216
)
$ 71,584
$
)
(20,540
(
)
$ 49,433
$ 62,995
$ 18,761)
$ (80,353)
$ 62,081
$(82,072)
$ 20,639
$51,955
$ 55,171
$ 43,203
$ 43,603
TOTAL REVENUES
(In thousands)
FUNDS FROM OPERATIONS
(In thousands)
COMBINED DIVIDENDS PAID
ON COMMON AND
CLASS A COMMON SHARES
’16
’17
’18
’19
’20
’16
’17
’18
’19
’20
’16
’17
’18
’19
’20
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 42. 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.
150000
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LETTER TO OUR STOCKHOLDERS
The COVID-19 pandemic transformed what looked to be another stellar year into one we
all hope to forget. The New York metropolitan area, where our properties are located,
is the densest urban area in the country and was one of the earliest and hardest hit by the
pandemic. As a result, the past nine-month period has been the most difficult time that
Urstadt Biddle Properties has experienced in its 51-year history.
Early in the pandemic, many of our tenants were forced to close their businesses, and others
faced restrictions on their operations. Other tenants saw demand for their services decline,
in some cases sharply, as consumers’ lives and habits changed virtually overnight. Supply
chain and human resource disruptions have only added to the difficulties. Making matters
even more challenging for our Company is that virtually no government assistance has been
made available to publicly traded real estate companies. While doing what we can to reduce
our operating expenses, we have had to continue to pay our real estate taxes and other fixed
operating costs, as government relief has been unavailable.
At the onset of the pandemic when our Greenwich, CT headquarters was required to close,
we shifted seamlessly to a remote working environment to keep our employees safe. Since
May, when our office was permitted to re-open at reduced capacity, we have followed
Connecticut-mandated and CDC-recommended protocols relating to office work, and all
of our employees have been encouraged to work remotely if possible.
Despite these difficulties, we know from history that this too shall pass. We are optimistic
that UBP is well positioned to flourish again once vaccinations are widely distributed.
A top priority during this crisis has been to proactively work with our tenants to help
their businesses survive. We believe that almost all of our tenants continue to have viable
businesses and demand for their products or services will resume once the pandemic ends.
Accordingly, we have granted temporary rent relief to approximately 30% of our tenants in
the form of rent deferments or abatements; we have worked with our restaurants to facilitate
outdoor dining; and we have rolled out curbside pickup at almost all of our properties.
We have a strong balance sheet, ample liquidity, limited development projects and no
significant debt maturing before 2022. That means we are well positioned to help our
tenants. Our goal is to ensure that as many of our tenants as possible will continue to
operate at our properties when this crisis ends enabling us to avoid the time and expense
associated with re-leasing vacant space.
Our real estate business consists primarily of operating grocery-anchored neighborhood
shopping centers. Of our gross leasable area, 84% is located in properties anchored by
grocery stores, wholesale clubs and pharmacies, and 71% of our tenants are considered
essential businesses that have been permitted to operate in some form at all times
throughout the crisis.
Although over 28% of our annualized base rent (“ABR”) comes from grocery stores,
wholesale clubs and pharmacies, our centers are also home to many other types of
businesses, including a substantial number of tenants with only one location. Certain
categories of tenants, comprising approximately 19% percent of our ABR, that have been
particularly hard hit include:
• Gyms and specialty health clubs
• Full-service restaurants
• Day care
• Dry cleaners
• Therapeutic massage, nail salons and hair salons
2
STEPHAN A. RAPAGLIA
Senior Vice President, Chief
Operating Officer, Real Estate
Counsel and Assistant Secretary
MIYUN SUNG
Senior Vice President, Chief
Legal Officer and Secretary
VALLEY RIDGE
SHOPPING CENTER,
WAYNE, NEW JERSEY
One consequence of the pandemic has been the acceleration of online shopping.
While the increase in Internet sales is of continuing concern, our supermarket tenants have
uniformly experienced higher brick and mortar sales, a surge in “click and collect”
(buy online/pick-up in-store) purchases and more delivery businesses during the pandemic.
Grocery stores are proving that they can hold their own against Internet retailers by refining
their strategies and using their own stores as warehouses. One example is the recent
acquisition of Fresh Direct by Ahold Delhaize, Stop & Shop’s parent company. The move
will further strengthen Ahold’s omnichannel presence in the New York metropolitan area.
Overall, this pandemic has validated our strategy of owning grocery, wholesale club and
pharmacy-anchored shopping centers. Unlike enclosed mall properties, our open-air
centers house basic necessity stores that have been so important to the general population
during this pandemic. Having a high concentration of such retailers has enabled us to collect
between 80-90% of our monthly rents billed, excluding the application of security deposits
and deferral and abatement agreements. For the most part, our tenants are conducting
business and our parking lots are busy. In fact, savvy retailers prefer to co-tenant with strong
supermarkets, the primary tenants at our shopping centers. Open-air, grocery-anchored
neighborhood shopping centers continue to be high-quality real estate investments.
In 2020, gross revenues fell approximately 7% to $126.7 million. This was the result
of lease restructurings, rent concessions, reserving for rent arrears and re-classifying 64
tenants (of approximately 900 tenants in our consolidated portfolio) from accrual to cash
revenue recognition as required by accounting rules. Funds from operations (“FFO”)1 fell
13% to $45.2 million, or $1.19 per diluted Class A Common share. In order to preserve
1 Funds from Operations (“FFO”) is a supplemental non-GAAP financial measure of our operating performance— see page 65
of this Annual Report for a reconciliation of Net Income Available to Common and Class A Common Stockholders to FFO.
SUZANNE MOORE
Vice President and Director of
Accounts Receivable
3
DeCICCO’S PLAZA
EASTCHESTER, NEW YORK
liquidity and to defend against a potential worsening of the pandemic, our Board of
Directors made the difficult decision to reduce our third quarter dividend by 75% before
restoring the dividend in the fourth quarter to approximately 50% of its pre-pandemic
level. At our current rent collection rates, we can cover our fixed expenses and our
preferred stock dividends while still comfortably paying some level of dividend to our
common stockholders. We know how important the dividend is to our stockholders and
will strive to increase it in the future as conditions improve.
LEASING
The pandemic was a major factor in our occupancy percentage falling 2.0% to 90.5%.
Much of that decrease was due to business failures and tenant non-renewals. Although the
uncertainty over COVID-19 has greatly slowed the pace of new leasing, we are beginning to
see leasing activity pick up.
Thanks to groundwork laid in prior periods, there were positive leasing developments in 2020:
• Whole Foods opened in a newly expanded and renovated 40,000 square foot store at our
Wayne, NJ property, making it the first Whole Foods store in Passaic County.
• DeCicco & Sons Supermarket, a high-quality specialty supermarket chain, opened a newly
renovated 29,000 square foot store at our Eastchester, NY property.
• Both the Wayne and Eastchester properties have experienced a surge in customer traffic
since these high-performing supermarkets opened, compared to traffic levels at these
properties when predecessor supermarkets were operating.
4
JOHN T. HAYES
Senior Vice President, Chief
Financial Officer and Treasurer
DIANE MIDOLLO
Vice President and Controller
• We completed the expansion of the Trader Joe’s parking lot at our High Ridge Center
property in Stamford, CT. This will enable the store to serve more customers at this
successful location, while improving overall traffic flow at the shopping center.
• We renovated our shopping center in Orange, CT and delivered a newly built 27,000
square foot space to TJ Maxx.
• At our Pompton Lakes, NJ property, we completed rezoning and redevelopment
approvals that paved the way for the sale of a 29,000 square foot portion of the shopping
center to German supermarket chain Lidl. Lidl plans to construct a new state-of-the-art
supermarket entirely at its own expense and is expected to open in 2021. As part of the
redevelopment, we also obtained approvals to construct a 50,000 square foot self-storage
facility to be managed by Extra Space Storage, which also manages our existing self-storage
facility in Yorktown Heights, NY and our new self-storage facility in Stratford, CT.
DEVELOPMENTS
We have completed the first two phases of work on a 3.5-acre site adjacent to our shopping
center in Stratford, CT. Chipotle opened for business on a pad site on the property and we
completed a 5-story, 131,000 gross square foot self-storage facility. We also plan to build
a second pad site at the new development, which we expect to lease to another national
restaurant company.
We are also pleased to report a new Popeye’s Louisiana Kitchen restaurant opened for business
on a pad site at our Yorktown Heights, NY property and a Phillips 66 fueling station and
convenience store is nearing completion at our Newfield Green property in Stamford, CT.
PROPERTY ACQUISITIONS AND DISPOSITIONS
The market for buying and selling grocery-anchored shopping centers in the suburbs
surrounding New York City has essentially been frozen during the pandemic. As we
experienced with the 2008 economic crisis, we anticipate that acquisition opportunities
will eventually result from dislocations caused by the pandemic. However, pricing for the
types of grocery-anchored shopping centers in which we typically invest currently remains
uncertain and acquisitions opportunities are scarce.
Nevertheless, we did sell a non-core office property and a freestanding restaurant property
that no longer met our investment objectives. Where appropriate opportunities exist,
we plan to continue selectively selling properties that do not fit our investment criteria.
SOLAR AND ENVIRONMENTAL SUSTAINABILITY
We continue to actively pursue opportunities to improve the environmental sustainability of
our properties. Continuing financial subsidies from the states in which we operate enable us
to profitably invest in energy efficiency measures and solar power generation facilities at our
properties. A few highpoints of our sustainability program include the following:
LINDA LACEY
Senior Vice President
Director of Leasing
JOSEPH ALLEGRETTI
Vice President
Leasing
NICHOLAS CAPUANO
Vice President and
Real Estate Counsel
ANDREW ALBRECHT
Vice President Director of
Management and Construction
4
5
THE DOCK,
STRATFORD, CONNECTICUT
STAPLES PLAZA,
YORKTOWN HEIGHTS,
NEW YORK
• We completed seven parking lot LED lighting upgrade projects in 2020, which will
collectively save approximately 335,000 kilowatt hours of electricity annually. To date, we
have completed thirty parking lot LED upgrade projects, and we are currently evaluating
many additional projects for potential completion within the next few years.
• We completed five solar array projects on the roofs of our properties in 2020, which will
collectively produce approximately 1.75 million kilowatt hours of electricity annually. To
date, we have completed thirty-one solar array projects on the roofs of our properties,
which are currently producing approximately 4.2 million kilowatts of electricity annually,
enough to power 467 average houses.
• We continued our program to partner with electric vehicle companies to install
charging stations in the parking lots of our properties. We currently have charging
stations at thirteen of our properties, including Tesla supercharger stations at five of
our properties. At our Yorktown Heights, NY shopping center, we collaborated with
IPPsolar to install a community solar/energy storage project, consisting of a rooftop
solar project and a ground-mounted battery storage system. This was the first-ever
project of its nature completed in the State of New York. Adding to the value of this
project is the fact that Tesla supercharger stations at the property utilize a substantial
portion of the electricity generated.
• Our new five-story, 130,000 square foot self-storage facility in Stratford, CT is
expected to be the first “net-zero” building of its kind completed in Connecticut.
Because of its energy-efficient design, the amount of electricity produced by the solar
project on the roof will likely exceed the amount of power the building will use.
JAMES M. ARIES
Senior Vice President
Director of Acquisitions
6
7
OUTLOOK
Through no fault of their own, 2020 was a challenging year for our tenants. Because of the
pandemic, changes in shopping patterns and lifestyles benefitted some businesses while
seriously harming others. Approximately 20% of our tenants generally fall into this latter
category. We believe that when vaccinations have been widely distributed in the New York
City metropolitan area even our most negatively affected tenants will largely recover.
We are confident that our well-located properties, benefitting from strong demographics
and anchored by grocery stores, pharmacies, warehouse clubs and other basic necessity
retailers, will remain strong and attract new businesses. The crisis has increased migration
to the tri-state suburban communities surrounding New York City where most of our
investments are located. That trend, along with a continued increase in remote working, will
result in increased traffic at our centers. As the demand for housing in the suburbs continues
to increase, we may be able to leverage this demand by “densifying” our own properties by
adding multi-family residential. Finally, we can provide lower-cost, convenient locations to
retailers displaced by recently closed regional malls.
Every crisis has a bright spot, and this pandemic has highlighted the importance of UBP’s
superb employees and dedicated Board of Directors. Our team adapted quickly and has
maintained an incredible “can-do” attitude throughout this difficult period. We have acquired
and built an enviable portfolio of properties. Without the dedicated professionals at UBP,
our properties would not shine like they do. We greatly appreciate the hard work our team
has put in this year as well as the continued support of our stockholders.
Willing L. Biddle
President and Chief Executive Officer
Charles D. Urstadt
Chairman
January 2021
IN MEMORIAM
WILLING L. BIDDLE
CHARLES D. URSTADT
Charles J. Urstadt, 1928 - 2020
Charles J. Urstadt often remarked that, aside from his family, the success of Urstadt Biddle
Properties was his proudest achievement. Following his appointment as Chairman in
1986, Mr. Urstadt guided the company through a dramatic transformation that has been of
lasting benefit to shareholders and set a course for continued future growth.
After he assumed the helm of the company, Mr. Urstadt charted a course that was strongly
influenced by his own substantial investment in the company. The company quickly adopted a
disciplined plan for its portfolio that looked beyond short-term gains. He often said: “Stock prices
are opinions, but dividends are facts”. Thus, strong income flow, low debt and long-term growth
became important principles. The result has been a solid balance sheet that has carried the company safely
through several market upheavals, including the 2008 economic crisis and the most recent pandemic.
He believed that people always have to eat, that affluent areas can better survive economic downturns, and that company
personnel should understand the market for the company’s properties better than anyone else. So, in the late 1980’s, the company
changed its focus and began buying grocery-anchored shopping centers in the suburbs within commuting distance of NYC.
While his death in March was a great loss for the company’s directors, employees and shareholders, Mr. Urstadt’s vision
and principles continue to be the basis of the company’s investment philosophy. His wisdom, leadership and sense of
humor will be greatly missed.
6
7
42
NE W HA MP SHI RE
1 Corporate Headquarters
Greenwich
2 Greenwich Commons
Greenwich
2 Cos Cob Plaza
Greenwich
2 Kings Shopping Center
Greenwich
2 Cos Cob Commons
Greenwich
3 Ridgeway Shopping Center
Stamford
3 Newfield Green
Stamford
3 970 High Ridge Road
3 High Ridge Shopping Center
Stamford
Stamford
8
7
6
13
14
15
16
17
18
19
20
21
25
28
26
24
22
23
32
31
30
4
3
2
1
C ONNECT ICUT
9
5
11
12
10
41
37
29
27
38
39
LONG ISLAND
34
35
33
36
40
8
FAIRFIELDLITCHFIELDNEW HAVENPASSAICBERGENUNIONMORRISESSEXROCKLANDWESTCHESTERPUTNAMSUFFOLKROCKINGHAMNEW JERSEYNEW YORKMASSACHUSETTS42
NEW H AMPS HI RE
4 Goodwives Shopping Center
5 Fairfield Centre
Darien
Fairfield
6 Ridgefield Center
Ridgefield
6 470 Main Street
Ridgefield
7 Airport Plaza
Danbury
7 Danbury Square
Danbury
8 Veteran’s Plaza
New Milford
8 New Milford Plaza
New Milford
8 Fairfield Plaza
New Milford
9 The Hub Center
Bethel
10 The Dock
Stratford
11 Aldi Square
Derby
12 Orange Meadows Shopping Center
13 Carmel ShopRite Center
Orange
Carmel
13 Putnam Plaza
Carmel
9
8
7
6
13
14
15
16
17
18
19
20
21
25
28
26
24
22
23
4
3
2
1
CONNECT ICUT
9
5
11
12
10
41
LONG ISLAND
34
35
33
32
31
30
38
39
37
29
27
36
40
FAIRFIELDLITCHFIELDNEW HAVENPASSAICBERGENUNIONMORRISESSEXROCKLANDWESTCHESTERPUTNAMSUFFOLKROCKINGHAMNEW JERSEYNEW YORKMASSACHUSETTS14 Lakeview Shopping Center
15 Towne Centre Shopping Center
15 Somers Commons
Brewster
Somers
Somers
15 Heritage 202 Center
Somers
16 Village Commons
Katonah
17 Staples Plaza
Yorktown Heights
18 Arcadian Shopping Center
Ossining
19 Chilmark Shopping Center
Briarcliff Manor
20 76 N Main Street
New City
21 Orangetown Shopping Center
22 Harrison Market Square
23 Pelham Manor Plaza
Orangeburg
Harrison
Pelham
24 DeCicco’s Plaza
Eastchester
24 Eastchester Plaza
Eastchester
24 People’s United Bank
Bronxville
25 Midway Shopping Center
25 Tanglewood Shopping Center
Scarsdale
Yonkers
26 McLean Plaza
Yonkers
10
27 H-Mart Plaza
Fort Lee
28 Washington Commons
Dumont
29 Van Houten Plaza
Passaic
30 Emerson Shopping Plaza
Emerson
31 Waldwick Plaza
Waldwick
31 Rite Aid
Waldwick
32 Chestnut Ridge Shopping Center
33 Cedar Hill Shopping Center
33 Midland Park Shopping Center
Montvale
Wyckoff
Midland Park
34 Meadtown Shopping Center
35 Pompton Lakes Town Square
36 Boonton Acme Shopping Center
Kinnelon
Pompton Lakes
Boonton
37 Valley Ridge Shopping Center
38 Bloomfield Crossing
Wayne
Bloomfield
39 Ferry Plaza
Newark
40 Village Shopping Center
New Providence
41 Gateway Plaza
Riverhead
42 Newington Park
Newington
11
MAP LOCATION
SQUARE FEET
PRINCIPAL TENANT
PROPERTY TYPE
MAP LOCATION
SQUARE FEET
PRINCIPAL TENANT
PROPERTY TYPE
INVESTMENT PORTFOLIO (as of January 10, 2021)
UBP owns or has equity interests in 81 properties which
total 5,238,000 square feet.
CONNECTICUT
Fairfield County, CT
3 Stamford
10 Stratford
7 Danbury
4 Darien
3 Stamford
3 Stamford
6 Ridgefield
5 Fairfield
1 Greenwich
2 Cos Cob
Westport
2 Old Greenwich
7 Danbury
9 Bethel
3 Stamford
6 Ridgefield
2 Cos Cob
2 Greenwich
Old Greenwich
Old Greenwich
Litchfield County, CT
8 New Milford
8 New Milford
8 New Milford
Stop & Shop Supermarket
Stop & Shop Supermarket
Christmas Tree Shops
Stop & Shop Supermarket
Trader Joe’s
374,000
279,000
194,000
96,000
87,000
74,000 Grade A Market
Keller Williams
62,000
62,000 Marshalls
58,000 UBP
CVS
48,000
Julian’s Pizza Kitchen & Bar
40,000
Kings Supermarket
39,000
Buffalo Wild Wings
33,000
Rite Aid
31,000
Federal Express
27,000
Asian/Fusion Restaurant
23,000
15,000
AT&T Wireless
10,000 Wells Fargo Bank
CVS
Chase Bank
8,000
4,000
1,564,000
235,000 Walmart
Big Y Supermarket
Staples
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Street retail
Shopping center
Office (5 buildings)
Retail/Office
Shopping center
Retail/Office
Shopping center
Shopping center
Shopping center
Retail/Office
Retail/Office
Shopping center
Retail
Bank
Shopping center
Shopping center
Shopping center
New Haven County, CT
12 Orange
11 Derby
Trader Joe’s Supermarket
Aldi Supermarket
Shopping center
Shopping center
NEW YORK
Westchester County, NY
25 Scarsdale
18 Ossining
15 Somers
17 Yorktown
15 Somers
24 Eastchester
26 Yonkers
19 Briarcliff Manor
Rye
ShopRite Supermarket
Stop & Shop Supermarket
242,000
137,000
135,000 Home Goods
121,000
80,000
70,000 DeCicco’s Supermarket
58,000
47,000
39,000
Acme Supermarket
CVS
A&S Deli
Staples
CVS
Ossining
29,000 Westchester Community
16 Katonah
28,000
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Street retail
(4 buildings)
Shopping center
Retail/Office
College
Squires Family Clothing
and Footwear
AutoZone
Key Food Supermarket
27,000
26,000
25,000 Manor Market
CVS
24,000
People’s United Bank
19,000
JP Morgan Chase
Putnam County Savings Bank Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Retail (4 buildings)
19,000
1,126,000
25 Yonkers
22 Harrison
23 Pelham
24 Eastchester
24 Bronxville/
Yonkers
15 Somers
12
81,000
72,000
388,000
77,000
39,000
116,000
Putnam County, NY
13 Carmel
14 Brewster
13 Carmel
Suffolk County, NY
41 Riverhead
Rockland County, NY
21 Orangeburg
20 New City
Ulster County, NY
Kingston
Orange County, NY
Unionville
NEW JERSEY
Bergen County, NJ
33 Midland Park
30 Emerson
32 Montvale
28 Dumont
33 Wyckoff
31 Waldwick
31 Waldwick
27 Fort Lee
Hillsdale
Passaic County, NJ
37 Wayne
35 Pompton Lakes
29 Passaic
Essex County, NJ
39 Newark
38 Bloomfield
Bloomfield
Morris County, NJ
34 Kinnelon
36 Boonton
Chester
189,000
176,000
145,000
510,000
Tops Supermarket
Acme Supermarket
ShopRite Supermarket
Shopping center
Shopping center
Shopping center
211,000 Walmart & Applebee’s
Shopping center
CVS
Putnam County Savings Bank Retail (1 building)
Shopping center
74,000
3,000
77,000
3,000
Taste of Italy
Net leased property
3,000 Unionville Family Restaurant Net leased property
130,000
93,000
77,000
Shopping center
Shopping center
Shopping center
Kings Supermarket
ShopRite Supermarket
The Fresh Market
Supermarket
Stop and Shop Supermarket Shopping center
Shopping center
Shopping center
Retail—Single tenant
Retail supermarket—
Single tenant
Net leased property
74,000
43,000 Walgreens
27,000 United States Post Office
20,000
Rite Aid
7,000 H-Mart Supermarket
Friendly’s Restaurant
2,000
473,000
105,000 Whole Foods Market
96,000
Planet Fitness
37,000 Dollar Tree/Family Dollar
Shopping center
Shopping center
Shopping center
238,000
108,000
59,000
3,000
170,000
Seabra Supermarket
Superfresh Supermarket
Friendly’s Restaurant
Shopping center
Shopping center
Net leased property
76,000 Marshalls
63,000
9,000
148,000
Acme Supermarket
Vacant
Shopping center
Shopping center
Retail
Union County, NJ
40 New Providence 109,000
NEW HAMPSHIRE
Rockingham County, NH
42 Newington
102,000
Acme Supermarket
Shopping center
Savers
Shopping center
URSTADT BIDDLE PROPERTIES INC.
FINANCIALS
CONTENTS
Consolidated Balance Sheets at October 31, 2020 and 2019 . . . . . . . . . 14
Consolidated Statements of Income for each of the
three years in the period ended October 31, 2020 . . . . . . . . . . . . . . 15
Consolidated Statements of Comprehensive Income for each
of the three years in the period ended October 31, 2020 . . . . . . . . . 16
Consolidated Statements of Cash Flows for each of the
three years in the period ended October 31, 2020 . . . . . . . . . . . . . . 17
Consolidated Statements of Stockholders’ Equity
for each of the three years in the period
ended October 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . 20
Report of Independent Registered Public Accounting Firm . . . . . . . . 41
Management’s Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . . 42
Management’s Report on Internal Control
over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Report of Independent Registered Public Accounting Firm
on Internal Control over Financial Reporting. . . . . . . . . . . . . . . . . . 61
Quantitative and Qualitative Disclosures about Market Risk . . . . . . . 62
Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . 63
Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Non-GAAP Financial Measures Reconciliations . . . . . . . . . . . . . . . . . . 65
13
FINANCIAL STATEMENTS
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
Tenant receivables
Prepaid expenses and other assets
Deferred charges, net of accumulated amortization
Total Assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Revolving credit lines
Mortgage notes payable and other loans
Preferred stock called for redemption
Accounts payable and accrued expenses
Deferred compensation—officers
Other liabilities
Total Liabilities
Redeemable Noncontrolling Interests
Commitments and Contingencies
Stockholders’ Equity:
6.25% Series H Cumulative Preferred Stock (liquidation preference of $25 per share);
4,600,000 shares issued and outstanding
5.875% Series K Cumulative Preferred Stock (liquidation preference of $25 per share);
4,400,000 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; 10,073,652 and
9,963,751 shares issued and outstanding
Class A Common Stock, par value $0.01 per share; 100,000,000 shares authorized;
29,996,305 and 29,893,241 shares issued and outstanding
Additional paid in capital
Cumulative distributions in excess of net income
Accumulated other comprehensive income (loss)
Total Stockholders’ Equity
Total Liabilities and Stockholders’ Equity
The accompanying notes to consolidated financial statements are an integral part of these statements.
14
October 31,
2020
2019
$1,149,182
(261,325)
887,857
28,679
916,536
40,795
25,954
18,263
8,631
$1,010,179
$1,141,770
(241,154)
900,616
29,374
929,990
94,079
22,854
15,513
9,868
$1,072,304
$ 35,000
299,434
—
18,033
20
24,550
377,037
$ —
306,606
75,000
11,416
53
21,629
414,704
62,071
77,876
115,000
115,000
110,000
110,000
—
102
—
101
300
526,027
(164,651)
(15,707)
571,071
$1,010,179
299
520,988
(158,213)
(8,451)
579,724
$1,072,304
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Revenues
Lease income
Lease termination
Other
Total Revenues
Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
Directors’ fees and expenses
Total Operating Expenses
Operating Income
Non-Operating Income (Expense):
Interest expense
Equity in net income from unconsolidated joint ventures
Gain on sale of marketable securities
Interest, dividends and other investment income
Gain (loss) on sale 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
Per Class A Common Share
Diluted Earnings Per Share:
Per Common Share
Per Class A Common Share
The accompanying notes to consolidated financial statements are an integral part of these statements.
URSTADT BIDDLE PROPERTIES INC.
Year Ended October 31,
2020
2019
2018
$120,941
705
5,099
126,745
$132,287
221
4,374
136,882
$127,230
3,795
3,697
134,722
19,542
23,464
29,187
10,643
373
83,209
22,151
23,363
27,930
9,405
346
83,195
22,235
21,167
28,327
9,223
344
81,296
43,536
53,687
53,426
(13,508)
1,433
258
398
(6,047)
26,070
(3,887)
22,183
(13,650)
—
$ 8,533
$ 0.20
$ 0.23
$ 0.20
$ 0.22
(14,102)
1,241
403
403
(19)
41,613
(4,333)
37,280
(12,789)
(2,363)
$ 22,128
$0.53
$0.59
$0.52
$0.58
(13,678)
2,085
—
350
—
42,183
(4,716)
37,467
(12,250)
—
$ 25,217
$0.61
$0.68
$0.60
$0.67
15
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net Income
Other comprehensive income:
Change in unrealized gain on marketable equity securities
Change in unrealized gain (loss) on interest rate swaps
Change in unrealized gain (loss) on interest rate swaps—equity investees
Total comprehensive income
Comprehensive income attributable to noncontrolling interests
Total comprehensive income attributable to Urstadt Biddle Properties Inc.
Preferred stock dividends
Redemption of preferred stock
Total comprehensive income applicable to Common
and Class A Stockholders
The accompanying notes to consolidated financial statements are an integral part of these statements.
Year Ended October 31,
2020
2019
2018
$ 26,070
$ 41,613
$ 42,183
—
(6,546)
(710)
18,814
(3,887)
14,927
(13,650)
—
—
(13,651)
(1,697)
26,265
(4,333)
21,932
(12,789)
(2,363)
569
4,155
—
46,907
(4,716)
42,191
(12,250)
—
$ 1,277
$ 6,780
$ 29,941
16
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
(Gain) on sale of marketable securities
Restricted stock compensation expense and other adjustments
Deferred compensation arrangement
(Gain) loss on sale of properties
Equity in net (income) of unconsolidated joint ventures
Distributions of operating income from unconsolidated joint ventures
Changes in operating assets and liabilities:
Tenant receivables
Accounts payable and accrued expenses
Other assets and other liabilities, net
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
Deposits on acquisition of real estate investments
Deposits on real estate investments
Improvements to properties and deferred charges
Net proceeds from sale of properties
Purchases of securities available for sale
Proceeds from the sale of available for sale securities
Return of capital from unconsolidated joint ventures
Net Cash Flow (Used in) Investing Activities
Cash Flows from Financing Activities:
Dividends paid—Common and Class A Common Stock
Dividends paid—Preferred Stock
Amortization payments on mortgage notes payable
Proceeds from mortgage note payable and other loans
Repayment of mortgage notes payable and other loans
Proceeds from revolving credit line borrowings
Sales of additional shares of Common and Class A Common Stock
Repayments on revolving credit line borrowings
Acquisitions of noncontrolling interests
Distributions to noncontrolling interests
Repurchase of shares of Class A Common Stock
Payment of taxes on shares withheld for employee taxes
Net proceeds from issuance of Preferred Stock
Redemption of preferred stock
Net Cash Flow Provided by (Used in) Financing Activities
Net Increase/(Decrease) In Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year
URSTADT BIDDLE PROPERTIES INC.
Year Ended October 31,
2020
2019
2018
$ 26,070
$ 41,613
$ 42,183
29,187
(2,641)
6,244
(258)
5,448
(33)
6,047
(1,433)
1,433
(6,715)
609
(2,075)
61,883
—
—
(1,030)
530
(22,336)
3,732
(6,983)
7,240
27
(18,820)
(30,018)
(14,188)
(7,089)
—
—
35,000
149
—
(758)
(3,887)
—
(573)
17
(75,000)
(96,347)
(53,284)
94,079
27,930
(914)
956
(403)
4,381
(19)
19
(1,241)
1,241
(314)
(8,142)
7,210
72,317
(11,751)
(574)
—
—
(18,681)
3,372
—
5,970
6,925
(14,739)
(42,600)
(12,789)
(6,441)
47,000
(27,001)
25,500
193
(54,095)
(5,134)
(4,333)
—
(270)
106,186
—
26,216
83,794
10,285
28,327
(957)
859
—
4,085
(24)
—
(2,085)
2,085
(956)
161
(2,094)
71,584
(6,910)
—
—
(1,000)
(8,184)
—
(4,999)
—
553
(20,540)
(41,626)
(12,250)
(6,427)
10,000
(17,624)
33,595
196
(9,000)
(1,220)
(4,716)
(120)
(241)
—
—
(49,433)
1,611
8,674
Cash and Cash Equivalents at End of Year
$ 40,795
$ 94,079
$ 10,285
The accompanying notes to consolidated financial statements are an integral part of these statements.
17
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except shares and per share data)
Balances—October 31, 2017
Net income applicable to Common and Class A
common stockholders
Change in unrealized gains on marketable securities
Change in unrealized (loss) on interest rate swap
Cash dividends paid:
Common stock ($0.96 per share)
Class A common stock ($1.08 per share)
Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Shares withheld for employee taxes
Forfeiture of restricted stock
Repurchase of Class A Common stock
Restricted stock compensation and other adjustment
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2018
November 1, 2018 adoption of new accounting standard
Net income applicable to Common and Class A
common stockholders
Change in unrealized gain (loss) on interest rate swap
Cash dividends paid:
Common stock ($0.98 per share)
Class A common stock ($1.10 per share)
Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Shares withheld for employee taxes
Forfeiture of restricted stock
Issuance of Series K Preferred Stock
Reclassification of preferred stock
Restricted stock compensation and other adjustment
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2019
Net income applicable to Common and Class A
common stockholders
Change in unrealized gains on interest rate swap
Cash dividends paid:
Common stock ($0.6875 per share)
Class A common stock ($0.77 per share)
Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Shares withheld for employee taxes
Forfeiture of restricted stock
Restricted stock compensation and other adjustments
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2020
6.75% Series G
Preferred Stock
Issued
Amount
6.25% Series H
Preferred Stock
Issued
Amount
5.875% Series K
Preferred Stock
Issued
Amount
3,000,000
$ 75,000
4,600,000
$115,000
—
$ —
—
—
—
—
—
—
—
—
—
—
—
—
3,000,000
—
—
—
—
—
—
—
—
—
—
—
—
—
75,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,600,000
—
—
—
—
—
—
—
—
—
—
115,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(3,000,000)
—
—
—
—
—
—
—
—
—
—
(75,000)
—
—
—
—
—
—
—
—
—
—
—
—
—
4,600,000
—
—
—
—
—
—
—
—
—
—
115,000
—
—
—
—
—
—
4,400,000
—
—
—
4,400,000
—
—
—
—
—
—
110,000
—
—
—
110,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$ —
—
—
—
—
—
—
—
—
4,600,000
—
—
—
—
—
—
—
—
$115,000
—
—
—
—
—
—
—
—
4,400,000
—
—
—
—
—
—
—
—
$110,000
The accompanying notes to consolidated financial statements are an integral part of these statements.
18
URSTADT BIDDLE PROPERTIES INC.
Common
Stock
Issued
Amount
Class A
Common Stock
Issued
Amount
9,664,778
$ 97
29,728,744
$297
Additional
Paid In
Capital
$514,217
Cumulative
Distributions
In Excess of
Net Income
Accumulated
Other
Comprehensive
Income (Loss)
Total
Stockholders’
Equity
$(120,123)
$ 2,742
$587,230
—
—
—
—
—
4,528
152,700
—
—
—
—
—
9,822,006
—
—
—
—
—
4,545
137,200
—
—
—
—
—
—
9,963,751
—
—
—
—
4,451
105,450
—
—
—
—
10,073,652
—
—
—
—
—
—
2
—
—
—
—
—
99
—
—
—
—
—
—
2
—
—
—
—
—
—
101
—
—
—
—
—
1
—
—
—
—
$102
—
—
—
—
—
5,766
102,800
(10,886)
(4,950)
(6,660)
—
—
29,814,814
—
—
—
—
—
5,417
111,450
(14,290)
(24,150)
—
—
—
—
29,893,241
—
—
—
—
6,837
120,800
(23,873)
(700)
—
—
29,996,305
—
—
—
—
—
—
1
—
—
—
—
—
298
—
—
—
—
—
—
1
—
—
—
—
—
—
299
—
—
—
—
—
1
—
—
—
—
$300
—
—
—
—
—
197
(3)
(240)
—
(120)
4,085
—
518,136
—
—
—
—
—
193
(3)
(269)
—
(3,465)
2,363
4,033
—
520,988
—
—
—
—
149
(2)
(573)
—
5,465
—
$526,027
25,217
—
—
(9,426)
(32,200)
—
—
—
—
—
—
2,674
(133,858)
569
22,128
—
(9,762)
(32,838)
—
—
—
—
—
—
—
(4,452)
(158,213)
8,533
—
(6,923)
(23,095)
—
—
—
—
—
15,047
$(164,651)
—
569
4,155
—
—
—
—
—
—
—
—
—
7,466
(569)
—
(15,348)
—
—
—
—
—
—
—
—
—
—
(8,451)
—
(7,256)
—
—
—
—
—
—
—
—
$(15,707)
25,217
569
4,155
(9,426)
(32,200)
197
—
(240)
—
(120)
4,085
2,764
582,141
—
22,128
(15,348)
(9,762)
(32,838)
193
—
(269)
—
106,535
(72,637)
4,033
(4,452)
579,724
8,533
(7,256)
(6,923)
(23,095)
149
—
(573)
—
5,465
15,047
$571,071
19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION, BASIS OF PRESENTATION
AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Business
Urstadt Biddle Properties Inc. (“Company”), a
Maryland Corporation, is a real estate investment
trust (REIT), 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, 2020, the
Company owned or had equity interests in 81 properties
containing a total of 5.3 million square feet of gross
leasable area (“GLA”).
As done every reporting period, management assesses
whether there are any indicators that the value of its real
estate investments may be impaired and has concluded
that none of its investment properties are impaired at
October 31, 2020. However, the COVID-19 pandemic
has significantly impacted many of the retail sectors in
which the Company’s tenants operate and if the effects of
the pandemic are prolonged, it could have a significant
adverse impact to the underlying businesses of many of
the Company’s tenants. The Company will continue to
monitor the economic, financial, and social conditions
resulting from the COVID-19 pandemic and will continue
to assess its asset portfolio for any impairment indicators.
In addition, the extent to which the COVID-19 pandemic
impacts the Company’s financial condition, results of
operations and cash flows, in the near term, will depend
on future developments, which are highly uncertain and
cannot be predicted at this time.
COVID-19 Pandemic
On March 11, 2020, the novel coronavirus disease
(“COVID-19”) was declared a pandemic (“COVID-19
pandemic”) by the World Health Organization as the
disease spread throughout the world. During March
2020, measures to prevent the spread of COVID-19 were
initiated, primarily focused on social distancing practices.
The virus continued to spread among more populated
cities and communities resulting in federal, state and
local government agencies issuing regulatory orders
enforcing social distancing and limiting group gatherings
in order to further prevent the spread of COVID-19.
While laws vary by state, generally, businesses deemed
essential to the public have been able to operate while
non-essential businesses were initially not allowed to
operate, but, in most instances, have now been allowed
to operate at various operational levels. Grocery stores,
pharmacies and wholesale clubs, which anchor properties
that make up 84% of our GLA, are considered essential
businesses and have remained open and operational to
serve the residents of their communities throughout the
entire pandemic. Many restaurants are also considered
essential, although social distancing and group gathering
limitations generally prevent or limit dine-in activity,
forcing them to evaluate alternate means of operations,
such as outdoor dining, delivery and pick-up, or to elect
to remain closed during this pandemic. As of October 31,
most non-essential businesses have also been permitted
to operate, in some cases subject to modified operation
procedures. The duration and severity of this pandemic
are still uncertain and continue to evolve.
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.” 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.
20
URSTADT BIDDLE PROPERTIES INC.
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 2020 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, 2020. As of October 31, 2020, the fiscal
tax years 2016 through and including 2019 remain open
to examination by the Internal Revenue Service. There are
currently no federal tax examinations in progress.
Acquisitions of Real Estate Investments and
Capitalization Policy
Acquisition of Real Estate Investments:
The Company evaluates each acquisition of real estate
or in-substance real estate (including equity interests in
entities that predominantly hold real estate assets) to
determine if the integrated set of assets and activities
acquired meet the definition of a business and need to
be accounted as a business combination. If either of the
following criteria is met, the integrated set of assets and
activities acquired would not qualify as a business:
• Substantially all of the fair value of the gross assets
acquired is concentrated in either a single identifiable
asset or a group of similar identifiable assets; or
• The integrated set of assets and activities is lacking,
at a minimum, an input and a substantive process
that together significantly contribute to the ability to
create outputs (i.e. revenue generated before and after
the transaction).
An acquired process is considered substantive if:
• The process includes an organized workforce
(or includes an acquired contract that provides
access to an organized workforce), that is skilled,
knowledgeable, and experienced in performing
the process;
• The process cannot be replaced without significant
cost, effort, or delay; or
• The process is considered unique or scarce.
Generally, the Company expects that acquisitions of
real estate or in-substance real estate will not meet the
definition of a business because substantially all of the
fair value is concentrated in a single identifiable asset or
group of similar identifiable assets (i.e. land, buildings,
and related intangible assets) or because the acquisition
does not include a substantive process in the form of an
acquired workforce or an acquired contract that cannot
be replaced without significant cost, effort or delay.
Acquisitions of real estate and in-substance real estate
which do not meet the definition of a business are
accounted for as asset acquisitions. The accounting model
for asset acquisitions is similar to the accounting model
for business combinations except that the acquisition
consideration (including acquisition costs) is allocated to
the individual assets acquired and liabilities assumed on
a relative fair value basis. As a result, asset acquisitions
do not result in the recognition of goodwill or a bargain
purchase gain. The relative fair values used to allocate the
cost of an asset acquisition are determined using the same
methodologies and assumptions as the Company utilizes
to determine fair value in a business combination.
The value of tangible assets acquired is based upon our
estimation of value on an “as if vacant” basis. The value
of acquired in-place leases includes the estimated costs
during the hypothetical lease-up period and other costs
that would have been incurred in the execution of similar
leases under the market conditions at the acquisition date
of the acquired in-place lease. We assess the fair value
of tangible and intangible assets based on numerous
factors, including estimated cash flow projections that
utilize appropriate discount and capitalization rates and
available market information. Estimates of future cash
flows are based on a number of factors, including the
historical operating results, known trends, and market/
economic conditions that may affect the property.
21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
asset less estimated cost to sell. The net book value of that
portion of the Pompton Lakes Property was insignificant
to financial statement presentation and, as a result, the
Company did not include that portion of the asset as held
for sale on its consolidated balance sheet at October 31,
2020. In December 2020, the sale of that portion of the
property was completed.
In January 2020, the Company sold for $1.3 million
its retail property located in Carmel, NY (the “Carmel
Property”), as that property no longer met the Company’s
investment objectives. In conjunction with the sale, the
Company realized a loss on sale of the Carmel property
in the amount of $242,000, which loss is included in
continuing operations in the consolidated statement of
income for the year ended October 31, 2020.
In August 2019, the Company entered into a purchase
and sale agreement to sell its property located in
Bernardsville, NJ (the “Bernardsville Property”), to an
unrelated third party for a sale price of $2.7 million as
that property no longer met its investment objectives. In
accordance with ASC Topic 360-10-45, the property met
all the criteria to be classified as held for sale in the fourth
quarter of fiscal 2019, and accordingly the Company
recorded a loss on property held for sale of $434,000,
which loss was included in continuing operations in the
consolidated statement of income for the year ended
October 31, 2019. The amount of the loss represented the
net carrying amount of the property over the fair value of
the asset less estimated cost to sell. The net book value of
the Bernardsville Property was insignificant to financial
statement presentation and as a result the Company did
not include the asset as held for sale on its consolidated
balance sheet at October 31, 2019. In December 2019
(fiscal 2020), the Bernardsville Property sale was
completed and the Company realized an additional loss
on sale of property of $86,000, which loss is included in
continuing operations in the consolidated statement of
income for the year ended October 31, 2020.
In June 2019, the Company sold for $3.7 million its
property located in Monroe, CT (the “Monroe Property”),
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
$416,000, which is included in continuing operations in
the consolidated statement of income for the year ended
October 31, 2019.
The values of acquired above and below-market leases,
which are included in prepaid expenses and other assets
and other liabilities, respectively, are amortized over
the terms of the related leases and recognized as either
an increase (for below-market leases) or a decrease (for
above-market leases) to rental revenue. The values of
acquired in-place leases are classified in other assets in the
accompanying consolidated balance sheets and amortized
over the remaining terms of the related leases.
Capitalization Policy:
Land, buildings, property improvements, furniture/
fixtures and tenant improvements are recorded at cost.
Expenditures for maintenance and repairs are charged to
operations as incurred. Renovations and/or replacements,
which improve or extend the life of the asset, are capitalized
and depreciated over their estimated useful lives.
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.
Sale of Investment Property and Property Held for Sale
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 January 2020, the Company entered into a purchase
and sale agreement, subject to certain conditions, to sell
a 29,000 square foot portion of its property located in
Pompton Lakes, NJ (the “Pompton Lakes Property”) to
an unrelated third party for a sale price of $2.8 million.
In accordance with ASC Topic 360-10-45, that portion of
the property met all the criteria to be classified as held
for sale in September of fiscal 2020, and accordingly
the Company recorded a loss on property held for sale
of $5.7 million, which loss was included in continuing
operations in the consolidated statement of income for
the year ended October 31, 2020. The amount of the loss
represented the net carrying amount of that portion of
the property over the fair value of that portion of the
22
The combined operating results of the Monroe Property,
the Bernardsville Property, the Carmel Property and the
sold portion of the Pompton Lakes properties, which
are included in continuing operations, were as follows
(amounts in thousands):
Revenues
Property operating expense
Depreciation and amortization
Net Income (loss)
Year Ended October 31,
2019
$ 612
(629)
(393)
$(410)
2020
$ 17
(282)
(219)
$(484)
2018
$ 666
(691)
(417)
$(442)
Deferred Charges
Deferred charges consist principally of leasing
commissions (which are amortized ratably over the life of
the tenant leases). Deferred charges in the accompanying
consolidated balance sheets are shown at cost, net of
accumulated amortization of $5,115,000 and $4,861,000
as of October 31, 2020 and 2019, 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. As of October 31, 2020, management
does not believe that the value of any of its real estate
investments is impaired. However, as described above,
the COVID-19 pandemic has significantly impacted many
of the retail sectors in which the Company’s tenants
operate and if the effects of the pandemic are prolonged, it
could have a significant adverse impact to the underlying
businesses of many of the Company’s tenants. The
Company will continue to monitor the economic, financial,
and social conditions resulting from the COVID-19
pandemic and will continue to assess its asset portfolio for
any impairment indicators.
URSTADT BIDDLE PROPERTIES INC.
Lease Income, Revenue Recognition and Tenant
Receivables
Lease Income:
The Company leases space to tenants under agreements
with varying terms that generally provide for fixed
payments of base rent, with designated increases over the
term of the lease. Some of the lease agreements contain
provisions that provide for additional rents based on
tenants’ sales volume (“percentage rent”). Percentage
rents are recognized when the tenants achieve the
specified targets as defined in their lease agreements.
Additionally, most all lease agreements contain provisions
for reimbursement of the tenants’ share of actual real estate
taxes, insurance and Common Area Maintenance (“CAM”)
costs (collectively, “Recoverable Costs”) incurred.
Lease terms generally range from 1 to 5 years for tenant
spaces under 10,000 square feet (“Shop Space”) and in
excess of 5 years for spaces greater than 10,000 square feet
(“Anchor Spaces”). Many leases also provide the option
for the tenants to extend their lease beyond the initial term
of the lease. If the tenants do not exercise renewal options
and the leases mature, the tenants must relinquish their
space so it can be leased to a new tenant, which generally
involves some level of cost to prepare the space for
re-leasing. These costs are capitalized and depreciated over
the shorter of the life of the subsequent lease or the life
of the improvement.
On November 1, 2019, the Company adopted the
new accounting guidance in ASC Topic 842, “Leases,”
including all related Accounting Standard Updates
(“ASU’s”). The Company elected to use the modified
retrospective transition method provided in ASU 2018-11
(the “adoption date method”). Under this method, the
effective date of November 1, 2019 is the date of initial
application. In connection with the adoption of ASC
Topic 842, the Company elected a package of practical
expedients, transition options, and accounting policy
elections as follows:
• Package of practical expedients—applied to all leases,
allowing the Company not to reassess (i) whether
expired or existing contracts contain leases under the
new definition of a lease, (ii) lease classification for
expired or existing leases, and (iii) whether previously
capitalized initial direct costs would qualify for
capitalization under Topic 842; and
• Lessor separation and allocation practical expedient—
the Company elected, as lessor, to aggregate non-lease
components with the related lease component if certain
conditions are met, and account for the combined
component based on its predominant characteristic,
23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
which generally results in combining lease and non-
lease components of its tenant lease contracts to a
single line shown as lease income in the accompanying
consolidated statements of income.
The Company’s existing leases were not re-evaluated
and continue to be classified as operating leases, as per
the practical expedient package elected above. New and
modified leases will now require evaluation of specific
classification criteria, which, based on the customary terms
of the Company’s leases, should continue to be classified
as operating leases. However, certain longer-term leases
(both lessee and lessor leases) may be classified as direct
financing or sales type leases, which may result in selling
profit and an accelerated pattern of earnings recognition.
CAM is a non-lease component of the lease contract
under ASC Topic 842, and therefore would be accounted
for under ASC Topic 606, “Revenue from Contracts with
Customers,” and presented separate from lease income
in the accompanying consolidated statements of income,
based on an allocation of the overall contract price, which
is not necessarily the amount that would be billable to
the tenants for CAM reimbursements per the terms of the
lease contract. As the timing and pattern of providing the
CAM service to the tenant is the same as the timing and
pattern of the tenants’ use of the underlying lease asset,
the Company elected, as part of the package of practical
expedients, to combine CAM with the remaining lease
components, along with tenants’ reimbursement of real
estate taxes and insurance, and recognize them together as
lease income in the accompanying Statements of Income.
Lease income for operating leases with fixed payment
terms is recognized on a straight-line basis over the
expected term of the lease for all leases for which
collectability is considered probable at the commencement
date. At lease commencement, the Company expects
that collectability is probable for all of its leases due
to the Company’s credit checks on tenants and other
creditworthiness analysis undertaken before entering
into a new lease; therefore, income from all operating
leases is initially recognized on a straight-line basis. Lease
income each period is reduced by amounts considered
uncollectable on a lease-by-lease basis, with any changes
in collectability assessments recognized as a current
period adjustment to lease income. For operating leases
in which collectability of lease income is not considered
probable, lease income is recognized on a cash basis and
all previously recognized uncollectable lease income,
including straight-line rental income, is reversed in the
period in which the lease income is determined not to be
probable of collection.
ASC Topic 842 also changes the treatment of leasing
costs, such that non-contingent internal leasing and legal
costs associated with leasing activities can no longer be
capitalized. The Company, as a lessor, may only defer
as initial direct costs the incremental costs of a tenant
operating lease that would not have been incurred if the
lease had not been obtained. These costs generally include
third-party broker payments, which are capitalized to
deferred costs in the accompanying consolidated balance
sheets and amortized over the expected term of the
lease to depreciation and amortization expense in the
accompanying consolidated statements of income.
There was no change to operating income upon the
adoption of ASC Topic 842 and related ASU’s.
COVID-19 Pandemic
Beginning in March 2020, many of the Company’s
properties were, and continue to be, negatively impacted
by the COVID-19 pandemic, as state governments
mandated the closure of non-essential businesses to
prevent the spread of COVID-19, forcing many of our
tenants’ businesses to close or reduce operations. As a
result, 396 of approximately 900 tenants in the Company’s
consolidated portfolio, representing 1.5 million square feet
and approximately 43.8% of the Company’s annualized
base rent, have asked for some type of rent deferral or
concession. Subsequently, approximately 118 of the 396
tenants withdrew their requests for rent relief or paid
their rent in full. The Company has, and will continue to
evaluate each request on a case-by-case basis to determine
an appropriate course of action, recognizing that in many
cases some type of concession may be appropriate and
beneficial to the long-term interests of the Company. In
evaluating these requests, the Company has been and
will continue to consider many factors, including the
tenant’s financial strength, the tenant’s operating history,
potential co-tenancy impacts, the tenant’s contribution to
the shopping center in which it operates, the Company’s
assessment of the tenant’s long-term viability, the difficulty
or ease with which the tenant could be replaced and
other factors. Each negotiation is specific to the tenant
making the request. The primary strategy of the Company
is that most of these concessions will be in the form
of deferred rent for some portion of rents due in April
through December 2020 to be paid over a later part of
the lease, preferably within a period of one year or less,
but in some instances the Company determined that
it was more appropriate to abate some portion of base
rents for some tenants between April and December, or
potentially portions of fiscal 2021 rent. As of October 31,
2020, the Company has completed 234 lease modifications,
consisting of base rent deferrals totaling $3.4 million and
rent abatements totaling $1.4 million as of October 31, 2020.
24
URSTADT BIDDLE PROPERTIES INC.
The Company has increased its uncollectable amounts
in lease income for the year ended October 31, 2020 for
tenants it felt were affected by the COVID-19 pandemic
(see below and in Note 7).
In April 2020, in response to the COVID-19 pandemic,
the FASB staff issued guidance that it would be acceptable
for entities to make an election to account for lease
concessions related to the effects of the COVID-19
pandemic consistent with how those concessions would
be accounted for under Topic 842, as if enforceable rights
and obligations for those concessions existed (regardless
of whether those enforceable rights and obligations for
the concessions explicitly exist in the lease contract).
Consequently, for concessions related to the effects of the
COVID-19 pandemic, an entity will not have to analyze
each lease contract to determine whether enforceable rights
and obligations for concessions exist in the lease contract
and may elect to apply or not apply the lease modification
guidance in Topic 842 to those contracts.
This election is available for concessions related to the
effects of the COVID-19 pandemic that do not result in
a substantial increase in the rights of the lessor or the
obligations of the lessee. For example, this election is
available for concessions that result in the total payments
required by the modified contract being substantially the
same as or less than total payments required by the original
contract. The FASB staff expects that reasonable judgment
will be exercised in making those determinations.
Some concessions will provide a deferral of payments
with no substantive changes to the consideration in the
original lease contract. A deferral affects the timing, but
the amount of the consideration is substantially the same
as that required by the original lease contract. The FASB
staff expects that there will be multiple ways to account
for those deferrals, none of which the staff believes are
preferable over others. The Company has made the
election not to analyze each lease contract, and believes
that, based on FASB guidance, the appropriate way to
account for the concessions as described above is to
account for such concessions as if no change to the lease
contracts were made. Under that accounting, a lessor
would increase its lease receivable (straight-line rents
receivable) and would continue to recognize income
during the deferral period, assuming that the collectability
of the future rents under the lease contract are considered
collectable. If it is determined that the future rents of any
lease contract are not collectable, the Company would
treat that lease contract on a cash basis as defined in ASC
Topic 842.
When collection of substantially all lease payments
during the lease term is not considered probable, total
lease revenue is limited to the lesser of revenue recognized
under accrual accounting or cash received. Determining
the probability of collection of substantially all lease
payments during a lease term requires significant
judgment. This determination is impacted by numerous
factors, including our assessment of the tenant’s credit
worthiness, economic conditions, tenant sales productivity
in that location, historical experience with the tenant and
tenants operating in the same industry, future prospects
for the tenant and the industry in which it operates, and
the length of the lease term. If leases currently classified as
probable are subsequently reclassified as not probable, any
outstanding lease receivables (including straight-line rent
receivables) would be written-off with a corresponding
decrease in lease income.
The Company anticipates that its variable lease income
represented by the reimbursement of CAM and real
estate taxes will not be materially affected for most national
tenants and tenants with higher levels of credit and
balance sheet resources. For smaller local tenants and
tenants with fewer resources, the Company has reduced
its accruals for CAM and real estate taxes in anticipation
of potentially having to reduce the amounts billed to these
tenants at the end of calendar 2020. This has had the effect
of reducing this portion of lease income for the year ended
October 31, 2020.
Revenue Recognition
In those instances in which the Company funds tenant
improvements and the improvements are deemed to be
owned by the Company, revenue recognition on operating
leases will commence when the improvements are
substantially completed and possession or control of the
space is turned over to the tenant. When the Company
determines that the tenant allowances are lease incentives,
the Company commences revenue recognition when
possession or control of the space is turned over to the
tenant for tenant work to begin.
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 U.S. GAAP have
been met.
Percentage rent is recognized when a specific tenant’s
sales breakpoint is achieved.
25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Tenant Receivables
The actions taken by federal, state and local governments
to mitigate the spread of COVID-19, initially by ordering
closures of non-essential businesses and ordering residents
to generally stay at home, and subsequent phased re-
openings have resulted in many of our tenants temporarily
or even permanently closing their businesses, and for
some, it had impacted their ability to pay rent.
As a result, in accordance with ASC Topic 842, we
revised our collectability assumptions for many of our
tenants that were most significantly impacted
by COVID-19. Accordingly, during the year ended
October 31, 2020, we recognized collectability related
adjustments totaling $7.3 million. This amount includes
changes in our collectability assessments for certain
tenants in our portfolio from probable to not probable,
which requires that revenue recognition for those tenants
be converted to cash basis accounting with previously
uncollected billed rents reversed in the current period.
This resulted in a reduction of lease income for the year
ended October 31, 2020 in the amount of $2.3 million
related to tenants whose assessment of collectability was
changed from probable to not probable. In addition, the
Company wrote-off $1.1 million of previously recorded
straight-line rent receivables related to tenants whose
assessment of collectability was changed from probable
to not probable. As of October 31, 2020, the revenue
from approximately 7.1% of our tenants (based on total
commercial leases) is being recognized on a cash basis.
At October 31, 2020 and October 31, 2019, $22,330,000
and $19,395,000, respectively, have been recognized as
straight-line rents receivable (representing the current
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.
The Company provides an allowance for doubtful
accounts against the portion of tenant receivables that
is estimated to be uncollectable. Such allowances are
reviewed periodically. At October 31, 2020 and October 31,
2019, tenant receivables in the accompanying consolidated
balance sheets are shown net of allowances for doubtful
accounts of $8,769,000 and $5,454,000, respectively.
Included in the aforementioned allowance for doubtful
accounts is an amount for future tenant credit losses of
approximately 10% of the deferred straight-line rents
receivable which is estimated to be uncollectable.
Cash Equivalents
Cash and cash equivalents consist of cash in banks and
short-term investments with original maturities of less
than three months.
Marketable Securities
Marketable equity securities are carried at fair value
based upon quoted market prices in active markets.
In March 2020, the Company purchased REIT securities
in the amount of $7.0 million. In May 2020, the Company
sold all of its REIT securities for $7.3 million and realized
a gain on sale of $258,000, which is included in the
consolidated statement of income for the year ended
October 31, 2020.
In February and March 2018, the Company purchased
REIT securities in the amount of $5.0 million. In January
2019, the Company sold all of its REIT securities for $6.0
million and realized a gain on sale of $403,000, which is
included in the consolidated statement of income for the
year ended October 31, 2019.
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, 2020, 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, 2020, the Company
had approximately $126.7 million in secured mortgage
financings subject to interest rate swaps. Such interest rate
swaps converted the LIBOR-based variable rates on the
mortgage financings to a fixed annual rate of 3.93% per
annum. As of October 31, 2020 and 2019, the Company
had a deferred liability of $13.3 million and $6.8 million,
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.
26
Charges and/or credits relating to the changes in
fair values of such interest rate swap are made to other
comprehensive (loss) 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 and losses on interest
rate swaps designated as cash flow hedges, including
the Company’s share from entities accounted for under
the equity method of accounting. At October 31, 2020,
accumulated other comprehensive loss consisted of net
unrealized losses on interest rate swap agreements of $15.7
million, inclusive of the Company’s share of accumulated
comprehensive income/(loss) from joint ventures
accounted for by the equity method of accounting. At
October 31, 2019, accumulated other comprehensive loss
consisted of net unrealized losses on interest rate swap
agreements of $8.5 million inclusive of the Company’s
share of accumulated comprehensive income/(loss) from
joint ventures accounted for by the equity method of
accounting. Unrealized gains and losses included in other
comprehensive income/(loss) will be reclassified into
earnings when 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
URSTADT BIDDLE PROPERTIES INC.
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.
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,
2020
2019
2018
$1,849 $ 4,659 $ 5,173
34
193
259
$1,883 $ 4,852 $ 5,432
9,144
8,813
8,517
241
536
597
9,385
9,349
9,114
$6,684 $17,469 $20,044
(34)
(193)
(259)
$6,650 $17,276 $19,785
29,506
29,438
29,335
70
216
178
29,576
29,654
29,513
27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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. The Company recognizes compensation expense
for its stock awards by amortizing the fair value of stock
awards over the requisite service periods of such awards.
In certain cases as defined in the participant agreements,
the vesting of stock awards can be accelerated, which will
result in the Company charging to compensation expense
the remaining unamortized restricted stock compensation
related to those stock awards.
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 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
Year Ended October 31,
2020
11.2%
88.8%
100.0%
2019
10.9%
89.1%
100.0%
2018
10.4%
89.6%
100.0%
28
Ridgeway Assets
All Other Property Assets
Consolidated Assets (Note 1)
Year Ended
October 31,
2020
6.4%
93.6%
100.0%
2019
6.0%
94.0%
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, 2020,
2019 and 2018.
Ridgeway Percent Leased
Year Ended October 31,
2020
92%
2019
2018
97%
96%
Ridgeway Significant Tenants
(by base rent): Year Ended October 31,
2020
2019
2018
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
20%
14%
10%
56%
100%
20%
14%
10%
56%
100%
20%
14%
10%
56%
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.
Income Statement
(In thousands): Year Ended October 31, 2020
All Other
Operating
Segments
$112,565
$ 38,582
$ 11,835
Total
Consolidated
$126,745
$ 43,006
$ 13,508
Ridgeway
$14,180
$ 4,424
$ 1,673
$ 2,494
$ 26,693
$ 29,187
$ 5,589
$ 20,481
$ 26,070
Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization
Income from
Continuing
Operations
Year Ended October 31, 2019
All Other
Operating
Segments
Total
Consolidated
Ridgeway
Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization
Income from
Continuing
Operations
$14,859
$ 4,376
$ 1,704
$122,023
$ 41,138
$ 12,398
$136,882
$ 45,514
$ 14,102
$ 2,350
$ 25,580
$ 27,930
$ 6,428
$ 35,185
$ 41,613
Year Ended October 31, 2018
All Other
Operating
Segments
Total
Consolidated
Ridgeway
Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization
Income from
Continuing
Operations
$14,015
$ 4,094
$ 1,869
$120,707
$ 39,308
$ 11,809
$134,722
$ 43,402
$ 13,678
$ 2,616
$ 25,711
$ 28,327
$ 5,436
$ 36,747
$ 42,183
Reclassification
Certain fiscal 2018 and 2019 amounts have been
reclassified to conform to current period presentation.
New Accounting Standards
In February 2016, the FASB issued ASU 2016-02,
“Leases,” ASU 2018-10, “Codification improvements
to Topic 842, leases,” ASU 2018-11, “Leases,” and ASU
2018-20, “Leases, Narrow Scope Improvements for
Lessors,” together ASC Topic 842, “Leases.” ASC Topic
842 significantly changes the accounting for leases by
requiring lessees to recognize assets and liabilities for
leases greater than 12 months on their balance sheet. The
lessor model stays substantially the same; however, there
were modifications to conform lessor accounting with
the lessee model, eliminate real estate specific guidance,
further define certain lease and non-lease components,
and change the definition of initial direct costs of leases
requiring significantly more leasing related costs to be
expensed upfront. The Company adopted ASC Topic
842 on November 1, 2019, the first day of its fiscal year
2020. The Company has elected to apply the transition
provisions of ASC Topic 842 at the beginning of the
period of adoption, and therefore, the Company has
not retrospectively adjusted prior periods presented.
The Company elected to apply certain adoption related
practical expedients for all leases that commenced
prior to the effective date. These practical expedients
include not reassessing whether any expired or existing
contracts are or contain leases; not reassessing the lease
classification for any expired or existing leases; and not
reassessing initial direct costs for any existing leases.
The adoption of this standard did not have a material
effect on our financial statements or disclosures therein.
See Lease Income, Revenue Recognition and Tenant
Receivables earlier in Note 1 for a more detailed
explanation of the adoption.
URSTADT BIDDLE PROPERTIES INC.
In March 2020, the FASB issued ASU No. 2020-04,
“Reference Rate Reform (Topic 848).” ASU No. 2020-04
contains practical expedients for reference rate reform
related activities that impact debt, leases, derivatives
and other contracts. The guidance in ASU No. 2020-04 is
optional and may be elected over time as reference rate
reform activities occur. During the three months ended
April 30, 2020, the Company elected to apply the hedge
accounting expedients related to probability and the
assessments of effectiveness for future LIBOR-indexed
cash flows to assume that the index upon which future
hedged transactions will be based matches the index
on the corresponding derivatives. Application of these
expedients preserves the presentation of derivatives
consistent with past presentation. The Company
continues to evaluate the impact of the guidance and
may apply other elections as applicable as additional
changes in the market occur.
The Company has evaluated all other new ASU’s
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, 2020.
(2) REAL ESTATE INVESTMENTS
The Company’s investments in real estate, net of
depreciation, were composed of the following at
October 31, 2020 and 2019 (in thousands):
Consolidated
Investment Unconsolidated
Joint Ventures
Properties
$28,679
$880,838
—
7,019
$28,679
$887,857
2020
Totals
$909,517
7,019
$916,536
2019
Totals
$920,261
9,729
$929,990
Retail
Office
Total
The Company’s investments at October 31, 2020
consisted of equity interests in 81 properties. The 81
properties 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.
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(3) INVESTMENT PROPERTIES
The components of the properties consolidated in the
financial statements are as follows (in thousands):
Land
Buildings and improvements
Accumulated depreciation
October 31,
2020
912,528
2019
$ 236,654 $ 238,766
903,004
1,149,182 1,141,770
(241,154)
$ 887,857 $ 900,616
(261,325)
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.
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, 2020.
Significant Investment Property Acquisition Transactions
In December 2018, the Company purchased Lakeview
Plaza Shopping Center (“Lakeview”) for $12.0 million
(exclusive of closing costs). Lakeview is a 177,000 square
foot grocery-anchored shopping center located in
Putnam County, NY. In addition, the Company invested
an additional $5.8 million for capital improvements,
predominantly related to re-building a retaining wall at
the back of the property, which has been added to the cost
of the property. The Company funded the purchase and
capital improvements made subsequent to the purchase
with available cash and borrowings on its unsecured
revolving credit facility (the “Facility”).
The Company accounted for the purchase of Lakeview
as an asset acquisition and allocated the total consideration
transferred for the acquisition, including transaction costs,
to the individual assets and liabilities acquired on a relative
fair value basis.
The financial information set forth below summarizes
the Company’s purchase price allocation for the properties
acquired during the fiscal year ended October 31, 2019
(in thousands).
Assets:
Land
Building and improvements
In-place leases
Above market leases
Liabilities:
In-place leases
Below market leases
30
Lakeview
$ 2,025
$10,620
$ 772
$ 459
$ —
$ 1,123
The value of above and below market leases are
amortized as a reduction/increase to base rental revenue
over the term of the respective leases. The value of in-
place leases described above are amortized as an expense
over the terms of the respective leases.
For the fiscal year ended October 31, 2020, 2019 and
2018, the net amortization of above-market and below-
market leases was approximately $706,000, $614,000 and
$1,209,000, respectively, which is included in base rents in
the accompanying consolidated statements of income.
In Fiscal 2020, the Company incurred costs of
approximately $22.3 million related to capital
improvements and leasing costs to its properties.
Included in the aforementioned amount were $11.3
million in capital improvement costs related to the
construction of the Company’s ongoing development
in Stratford, Connecticut.
(4) MORTGAGE NOTES PAYABLE, BANK LINES
OF CREDIT AND OTHER LOANS
At October 31, 2020, the Company has mortgage notes
payable and other loans that are due in installments
over various periods to fiscal 2031. The mortgage loans
bear interest at rates ranging from 3.5% to 4.9% and are
collateralized by real estate investments having a net
carrying value of approximately $540.1 million.
Combined aggregate principal maturities of mortgage
notes payable during the next five years and thereafter
are as follows (in thousands):
2021
2022
2023
2024
2025
Thereafter
Principal
Scheduled
Repayments Amortization
$ 7,252
6,500
6,233
6,289
4,052
10,282
$ —
49,486
—
18,710
82,243
105,224
Total
$ 7,252
55,986
6,233
24,999
86,295
115,506
$255,663
$40,608
$296,271
The Company has a $100 million unsecured revolving
credit facility with a syndicate of three banks led by
The Bank of New York Mellon, as administrative agent.
The syndicate also includes Wells Fargo Bank N.A. and
Bank of Montreal (co-syndication agents). The Facility
gives the Company the option, under certain conditions,
to increase the Facility’s borrowing capacity up to $150
million (subject to lender approval). The maturity date
of the Facility is August 23, 2021. Borrowings under the
URSTADT BIDDLE PROPERTIES INC.
Facility can be used for general corporate purposes
and the issuance of letters of credit (up to $10 million).
Borrowings will bear interest at the Company’s option
of Eurodollar rate plus 1.35% to 1.95% or The Bank of
New York Mellon’s prime lending rate plus 0.35% to
0.95% based on consolidated indebtedness, as defined.
The Company pays a quarterly fee on the unused
commitment amount of 0.15% to 0.25% per annum based
on outstanding borrowings during the year. The Facility
contains certain representations, financial and other
covenants typical for this type of facility. The Company’s
ability to borrow under the Facility is subject to its
compliance with the covenants and other restrictions
on an ongoing basis. The principal financial covenants
limit the Company’s level of secured and unsecured
indebtedness and additionally require the Company to
maintain certain debt coverage ratios. The Company was
in compliance with such covenants at October 31, 2020.
As of October 31, 2020, $64 million was available to be
drawn on the Facility.
During the fiscal years ended October 31, 2020 and
2019, the Company borrowed $35.0 million and $25.5
million, respectively, on its Facility to fund capital
improvements to our properties, property acquisitions
and for general corporate purposes. During the fiscal
years ended 2019, the Company re-paid $54.1 million
on its Facility with available cash, cash proceeds from
mortgage refinancings, proceeds from the sale of
marketable securities, investment property sales and
proceeds from the issuance of preferred stock. There were
no repayments in the fiscal year ended October 31, 2020.
In March 2019, the Company refinanced its existing
$14.9 million first mortgage secured by its Darien, CT
property. The new mortgage has a principal balance of
$25.0 million and has a term of 10 years and requires
payments of principal and interest at the rate of LIBOR
plus 1.65%. The Company also entered into an interest
rate swap contract with the new lender, which converts
the variable interest rate (based on LIBOR) to a fixed rate
of 4.815% per annum.
In March 2019, the Company refinanced its existing
$9.1 million first mortgage secured by our Newark, NJ
property. The new mortgage has a principal balance
of $10.0 million, has a term of 10 years, and requires
payments of principal and interest at a fixed rate of 4.63%.
In June 2019, the Company placed a first mortgage
on its Brewster, NY property. The new mortgage has a
principal balance of $12.0 million, has a term of 10 years
and requires payments of principal and interest at the rate
of LIBOR plus 1.75%. Concurrent with entering into the
mortgage, the Company also entered into an interest rate
swap contract with the new lender, which converts the
variable interest rate (based on LIBOR) to a fixed rate of
3.6325% per annum.
Interest paid in the years ended October 31, 2020, 2019
and 2018 was approximately $13.3 million, $13.7 million
and $13.4 million, respectively.
(5) CONSOLIDATED JOINT VENTURES
AND REDEEMABLE
NONCONTROLLING INTERESTS
The Company has an investment in five joint ventures,
UB Orangeburg, LLC (“Orangeburg”), McLean Plaza
Associates, LLC (“McLean”), UB Dumont I, LLC
(“Dumont”) and UB New City, LLC, each of which owns a
commercial retail property, and UB High Ridge, LLC (“UB
High Ridge”), which owns three commercial real estate
properties. The Company has evaluated its investment in
these five joint ventures and has concluded that these 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 these
ventures and that the joint ventures should be consolidated
into the consolidated financial statements of the Company
in accordance with ASC Topic 810, “Consolidation.” The
Company’s investment in these consolidated joint ventures
is more fully described below:
UB Ironbound, L.P. (“Ironbound”)
In August 2019, the Company redeemed the remaining
noncontrolling interest in Ironbound for $3.0 million. After
the redemption the Company’s ownership of Ironbound
increased from 84% to 100%. Ironbound owns the Ferry
Plaza grocery-anchored shopping center, located in
Newark, NJ.
Orangeburg
The Company, through a wholly-owned subsidiary,
is the managing member and owns a 44.6% interest in
Orangeburg, which owns a drug store-anchored shopping
center. The other member (non-managing) of Orangeburg
is the prior owner of the contributed property who, in
exchange for contributing the net assets of the property,
received units of Orangeburg equal to the value of the
contributed property less the value of the assigned first
mortgage payable. The Orangeburg operating agreement
provides for the non-managing member to receive an
annual cash distribution equal to the regular quarterly
cash distribution declared by the Company for one share
of the Company’s Class A Common stock, which amount
is attributable to each unit of Orangeburg ownership.
The annual cash distribution is paid from available cash,
as defined, of Orangeburg. The balance of available
cash, if any, is fully distributable to the Company. Upon
liquidation, proceeds from the sale of Orangeburg assets
31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
are to be distributed in accordance with the operating
agreement. The non-managing member is not obligated
to make any additional capital contributions to the
partnership. Orangeburg has a defined termination date
of December 31, 2097. Since purchasing this property,
the Company has made additional investments in the
amount of $6.8 million in Orangeburg and as a result as
of October 31, 2020 its ownership percentage has increased
to 44.6% 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.
UB High Ridge
The Company is the managing member and owns a
16.3% interest in UB High Ridge, LLC. The Company’s
initial investment was $5.5 million, and the Company
has purchased additional interests totaling $3.2 million
and contributed $1.5 million in additional equity to the
venture through October 31, 2020. UB High Ridge, either
directly or through a wholly-owned subsidiary, owns
three commercial real estate properties, High Ridge
Shopping Center, a grocery-anchored shopping center
(“High Ridge”), and two single tenant commercial retail
properties, one leased to JP Morgan Chase (“Chase
Property”) and one leased to CVS (“CVS Property”). Two
properties are located in Stamford, CT and one property is
located in Greenwich, CT. High Ridge is a shopping center
anchored by a Trader Joe’s grocery store. The properties
were contributed to the new entities by the former owners
who received units of ownership of UB High Ridge
equal to the value of properties contributed less liabilities
assumed. The UB High Ridge operating agreement
provides for the non-managing members to receive an
annual cash distribution, currently equal to 4.58% of their
invested capital.
UB Dumont I, LLC
The Company is the managing member and owns a
36.4% interest in UB Dumont I, LLC. The Company’s
initial investment was $3.9 million, and the Company has
purchased additional interests totaling $630,000 through
October 31, 2020. Dumont owns a retail and residential
real estate property, which retail portion is anchored
by a Stop & Shop grocery store. The property is located
in Dumont, NJ. The property was contributed to the
new entity by the former owners who received units of
ownership of Dumont equal to the value of contributed
property less liabilities assumed. The Dumont operating
agreement provides for the non-managing members
to receive an annual cash distribution, currently equal
to 4.92% of their invested capital.
UB New City I, LLC
The Company is the managing member and owns an
84.3% equity interest in a joint venture, UB New City I,
LLC. The Company’s initial investment was $2.4 million,
and the Company has purchased additional interests
totaling $289,300 through October 31, 2020. New City owns
a single tenant retail real estate property located in New
City, NY, which is leased to a savings bank. In addition,
New City rents certain parking spaces on the property
to the owner of an adjacent grocery-anchored shopping
center. The property was contributed to the new entity
by the former owners who received units of ownership
of New City equal to the value of contributed property.
The New City operating agreement provides for the non-
managing member to receive an annual cash distribution,
currently equal to 5.00% of his invested capital.
Noncontrolling interests:
The Company accounts for noncontrolling interests
in accordance with ASC Topic 810, “Consolidation.”
Because the limited partners or noncontrolling members in
Orangeburg, McLean, UB High Ridge, Dumont and New
City have the right to require the Company to redeem all
or a part of their limited partnership or limited liability
company units for cash, or at the option of the Company
shares of its Class A Common stock, at prices as defined
in the governing agreements, the Company reports the
noncontrolling interests in the consolidated joint ventures
in the mezzanine section, outside of permanent equity,
of the consolidated balance sheets at redemption
value which approximates fair value. The value of the
Orangeburg, McLean and a portion of the UB High Ridge
and Dumont redemptions are based solely on the price of
the Company’s Class A Common stock on the date of
32
redemption. For the years ended October 31, 2020 and
2019, the Company increased/(decreased) the carrying
value of the non-controlling interests by $(15.0) million
and $4.5 million, 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
Partial Redemption of UB High Ridge
Noncontrolling Interest
Partial Redemption of Dumont
Noncontrolling Interest
Partial Redemption of New City
Noncontrolling Interest
Redemption of Ironbound
Noncontrolling Interest
Change in Redemption Value
Ending Balance
October 31,
2020
$ 77,876
2019
$78,258
(560)
(1,413)
—
(630)
(198)
(91)
—
(15,047)
$ 62,071
(2,700)
4,452
$77,876
(6) INVESTMENTS IN AND ADVANCES TO
UNCONSOLIDATED JOINT VENTURES
At October 31, 2020 and 2019, investments in and
advances to unconsolidated joint ventures consisted
of the following (with the Company’s ownership
percentage in parentheses) (amounts in thousands):
October 31,
2020
Chestnut Ridge Shopping Center (50.0%) $12,252
6,929
Gateway Plaza (50%)
2,599
Putnam Plaza Shopping Center (66.67%)
4,233
Midway Shopping Center, L.P. (11.792%)
1,943
Applebee’s at Riverhead (50%)
723
81 Pondfield Road Company (20%)
$28,679
Total
2019
$12,048
6,847
3,446
4,384
1,926
723
$29,374
Chestnut Ridge
The Company, through a wholly owned subsidiary,
owns a 50% undivided tenancy-in-common 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.
URSTADT BIDDLE PROPERTIES INC.
Plaza 59 Shopping Center
In fiscal 2019, the Company’s wholly owned subsidiary
that owned a 50% undivided tenancy-in-common interest
in Plaza 59 and the other 50% tenancy-in-common owner
of Plaza 59 sold the property to an unrelated third party
for a sale price of $10.0 million. In accordance with ASC
Topic 610-20, the property was de-recognized and the
Company’s 50% share of the loss on sale amounted
to $462,000, which is included as a reduction of equity
in net income from unconsolidated joint ventures on
the Company’s consolidated statement of income for
the year ended October 31, 2019.
Gateway Plaza and Applebee’s at Riverhead
The Company, through two wholly owned subsidiaries,
owns a 50% undivided tenancy-in-common 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 198,500
square foot shopping center anchored by a 168,000 square
foot Walmart which also has 27,000 square feet of in-line
space that is leased and a 3,500 square foot outparcel that
is leased. Applebee’s has a 5,400 square foot free standing
Applebee’s restaurant with a 7,200 square foot pad site
that is leased.
Gateway is subject to an $11.6 million non-recourse first
mortgage. The mortgage matures on March 1, 2024 and
requires payments of principal and interest at a fixed rate
of interest of 4.2% per annum.
Putnam Plaza Shopping Center
The Company, through a wholly owned subsidiary,
owns a 66.67% undivided tenancy-in-common equity
interest in the 189,000 square foot Putnam Plaza Shopping
Center (“Putnam Plaza”), which is anchored by a Tops
grocery store.
Putnam Plaza has a first mortgage payable in the
amount of $18.3 million. The mortgage requires monthly
payments of principal and interest at a fixed rate of 4.81%
and will mature in 2028.
Midway Shopping Center, L.P.
The Company, through a wholly owned subsidiary,
owns an 11.792% equity interest in Midway Shopping
Center L.P. (“Midway”), which owns a 247,000 square
foot grocery-anchored shopping center in Westchester
County, New York. Although the Company only has an
11.792% 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.
33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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) LEASES
Lessor Accounting
The Company’s Lease income is comprised of both
fixed and variable income, as follows:
Fixed lease income includes stated amounts per the
lease contract, which are primarily related to base rent.
Income for these amounts is recognized on a straight-line
basis for all leases for which collectability is considered
probable at the commencement date of the lease. For
operating leases in which collectability of the lease
income is not considered probable, lease income is
recognized on a cash basis and all previously recognized
uncollectable lease income, including straight-line lease
income is reversed in the period in which the lease
income is determined not to be probable of collection.
Variable lease income includes recoveries from tenants,
which represents amounts that tenants are contractually
obligated to reimburse the Company for the tenants’
portion of Recoverable Costs. Generally, the Company’s
leases provide for the tenants to reimburse the Company
for Recoverable Costs based on the tenants’ share of the
actual costs incurred in proportion to the tenants’ share of
leased space in the property.
The following table provides a disaggregation of lease
income recognized during the years ended October 31,
2020, 2019 and 2018, under ASC Topic 842, “Leases,” as
either fixed or variable lease income based on the criteria
specified in ASC Topic 842 (in thousands):
2020
$ 98,678
28,889
706
(3,916)
(3,416)
$120,941
October 31,
2019
$ 99,845
32,784
614
(956)
—
$132,287
2018
$ 95,734
31,144
1,209
(857)
—
$127,230
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 $25.7 million. The loan requires
payments of principal and interest at the rate of 4.80% per
annum and will mature in 2027.
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
Operating lease income:
Fixed lease income (Base Rent)
Variable lease income (Recoverable Costs)
Other lease related income, net:
Above/below market rent amortization
Uncollectable amounts in lease income
ASC Topic 842 cash basis lease income reversal
Total lease income
34
Future minimum rents under non-cancelable operating
leases for the next five years and thereafter, excluding
variable lease payments, are as follows (in thousands):
Fiscal Year Ending
2021(a)
2022
2023
2024
2025
Thereafter
Total
$ 99,312
83,631
67,486
57,996
45,831
215,138
$569,394
(a) The amounts above are based on existing leases in place at
October 31, 2020.
(8) 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 6.25% Series H Senior Cumulative Preferred Stock
(the “Series H 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 September 18, 2022.
The holders of our Series H Preferred Stock have general
preference rights with respect to liquidation and quarterly
distributions. Except under certain conditions, holders of
the Series H 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 H
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 H
Preferred Stock will have the right to convert all or part of
the shares of Series H Preferred Stock held by such holder
on the applicable conversion date into a number of the
Company’s shares of Class A common stock. Underwriting
commissions and costs incurred in connection with the sale
of the Series H Preferred Stock are reflected as a reduction
of additional paid in capital.
URSTADT BIDDLE PROPERTIES INC.
The 5.875% Series K Senior Cumulative Preferred Stock
(“Series K 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 1, 2024. The
holders of our Series K Preferred Stock have general
preference rights with respect to liquidation and quarterly
distributions. Except under certain conditions, holders of
the Series K 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 K
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 K Preferred
Stock will have the right to convert all or part of the
shares of Series K 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 K Preferred Stock are reflected as a reduction
of additional paid in capital.
On October 1, 2019, we issued a notice of our intent to
redeem, on November 1, 2019, all of the outstanding shares
of our $25 per share Series G Cumulative Preferred Stock
for $25 per share, which includes all unpaid dividends.
As a result of our redemption notice we reduced net
income applicable to Common and Class A Common
stockholders by $2.4 million on our consolidated statement
of income for the fiscal year ended October 31, 2019, which
represents the difference between redemption value of
the stock and carrying value, net of original deferred
stock issuance costs. As of October 31, 2019, the Series G
Preferred Stock was reclassified out of Stockholders’ Equity
to preferred stock called for redemption in the liability
section of the Company’s consolidated balance sheet.
The Series G Cumulative Preferred Stock was redeemed
on November 1, 2019.
Common Stock
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.
35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2020 and 2019:
Common Shares
Class A Common Shares
Dividend
Payment Date
January 17, 2020
April 17, 2020
July 17, 2020
October 16, 2020
January 18, 2019
April 18, 2019
July 19, 2019
October 18, 2019
Gross
Dividend
Paid Per
Share
$0.2500
$0.2500
$0.0625
$0.1250
$0.6875
$0.245
$0.245
$0.245
$0.245
$0.98
Ordinary
Income
Capital
Gain
Non-Taxable
Portion
$0.174386
$0.174386
$0.043597
$0.087193
$0.479562
$0.173355
$0.173355
$0.173355
$0.173355
$0.69342
$(0.003376)
$(0.003376)
$(0.000844)
$(0.001688)
$(0.009284)
$0.006156
$0.006156
$0.006156
$0.006156
$0.024624
$0.07899
$0.07899
$0.019747
$0.039495
$0.217222
$0.065489
$0.065489
$0.065489
$0.065489
$0.261956
Gross
Dividend
Paid Per
Share
$0.28
$0.28
$0.07
$0.14
$0.77
$0.275
$0.275
$0.275
$0.275
$1.10
Ordinary
Income
Capital
Gain
Non-Taxable
Portion
$0.1953
$0.1953
$0.0488
$0.0977
$0.5371
$0.1946
$0.1946
$0.1946
$0.1946
$0.7784
$(0.0038)
$(0.0038)
$(0.0009)
$(0.0019)
$(0.0104)
$0.0069
$0.0069
$0.0069
$0.0069
$0.0276
$0.0885
$0.0885
$0.0221
$0.0442
$0.2433
$0.0735
$0.0735
$0.0735
$0.0735
$0.294
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 2020, the Company
issued 4,451 shares of Common Stock and 6,837 shares
of Class A Common Stock (4,545 shares of Common
Stock and 5,417 shares of Class A Common Stock in fiscal
2019) through the DRIP. As of October 31, 2020, there
remained 329,410 shares of Common Stock and 380,896
shares of Class A Common Stock available for issuance
under the DRIP.
The Company has adopted a stockholder rights plan,
pursuant to which each holder of Common Stock
received a Common Stock right and each holder of
Class A Common Stock received a Class A Common
Stock right. The rights are not exercisable until the
Distribution Date and will expire on November 11, 2028,
unless earlier redeemed by the Company. If the rights
become exercisable, each holder of a Common Stock right
will be entitled to purchase from the Company one one
hundredth of a share of Series I Participating Preferred
Stock, and each holder of a Class A Common Stock
right will be entitled to purchase from the Company
one one hundredth of a share of Series J Participating
Preferred Stock, in each case, at a price of $85, subject to
adjustment. The “Distribution Date” will be the earlier to
occur of the close of business on the tenth business day
following: (a) a public announcement that an acquiring
person has acquired beneficial ownership of 10% or more
of the total combined voting power of the outstanding
Common Stock and Class A Common Stock, or (b) the
commencement of a tender offer or exchange offer that
would result in the beneficial ownership of 30% or
more of the combined voting power of the outstanding
Common Stock and Class A Common Stock, number
of outstanding Common Stock, or the number of
outstanding Class A Common Stock. Thereafter, if certain
events occur, holders of Common Stock and Class A
Common Stock, other than the acquiring person, will be
entitled to purchase shares of Common Stock and Class A
Common Stock, respectively, of the Company having
a value equal to 2 times the exercise price of the right.
The Company’s articles of incorporation provide that
if any person acquires more than 7.5% of the aggregate
value of all outstanding stock, except, among other
reasons, as approved by the Board of Directors, such
shares in excess of this limit automatically will be
exchanged for an equal number of shares of Excess
Stock. Excess Stock has limited rights, may not be voted
and is not entitled to any dividends.
Stock Repurchase
The Board of Directors of the Company has approved
a share repurchase program (“Current Repurchase
Program”) for the repurchase of up to 2,000,000 shares,
in the aggregate, of Common stock and Class A Common
stock in open market transactions.
36
URSTADT BIDDLE PROPERTIES INC.
For the year ended year ended October 31, 2020 and
2019, the Company did not repurchase any shares under
the Current Repurchase Program. The Company has
repurchased 195,413 shares of Class A Common Stock
under the Current Repurchase Program. From the
inception of all repurchase programs, the Company has
repurchased 4,600 shares of Common Stock and 919,991
shares of Class A Common Stock.
(9) STOCK COMPENSATION AND OTHER
BENEFIT PLANS
Restricted Stock Plan
The Company has a Restricted Stock Plan, as amended
(the “Plan”) that provides a form of equity compensation
for employees of the Company. In March 2019, the
stockholders of the Company approved an increase in the
number of shares available for grant under the Plan by
1,000,000 shares. The Plan, which is administered by the
Company’s compensation committee, authorizes grants of
up to an aggregate of 5,500,000 shares of the Company’s
common equity consisting of 350,000 Common shares,
350,000 Class A Common shares and 4,800,000 shares,
which at the discretion of the compensation committee,
may be awarded in any combination of Class A Common
shares or Common shares.
In fiscal 2020, the Company awarded 105,450 shares of
Common Stock and 120,800 shares of Class A Common
Stock to participants in the Plan. The grant date fair
value of restricted stock grants awarded to participants
in 2020 was approximately $5.0 million. As of October 31,
2020, 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 4.8 years. For the years ended
October 31, 2020, 2019 and 2018, amounts charged to
compensation expense totaled $5,523,000, $4,336,000 and
$4,394,000, respectively. The year ended October 31, 2020
amount charged to compensation expense includes $1.4
million related to the accelerated vesting of previously
unamortized restricted stock compensation as the result
of the death of our Chairman Emeritus, Charles J. Urstadt,
in March 2020.
A summary of the status of the Company’s non-
vested restricted stock awards as of October 31, 2020,
and changes during the year ended October 31, 2020 is
presented below:
Non-vested at October 31, 2019
Granted
Vested
Forfeited
Non-vested at October 31, 2020
Common Shares
Class A Common Shares
Shares
1,146,100
105,450
(327,000)
—
924,550
Weighted-
Average Grant
Date Fair Value
$17.52
$19.59
$17.71
—
$17.69
Weighted-
Average Grant
Date Fair Value
$21.07
$23.96
$22.20
$23.23
$21.56
Shares
463,225
120,800
(92,375)
(700)
490,950
Profit Sharing and Savings Plan
The Company has a profit sharing and savings plan
(the “401K Plan”), which permits eligible employees
to defer a portion of their compensation in accordance
with the Internal Revenue Code. Under the 401K Plan,
the Company made contributions on behalf of eligible
employees. The Company made contributions to the
401K Plan of approximately $253,000, $224,000 and
$220,000 in each of the three years ended October 31,
2020, 2019 and 2018, 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.
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(10) 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 for those
interests based on the Company’s Class A Common
stock (level 1), contractual redemption prices per share as
stated in governing agreements (level 2) or unobservable
inputs considering the assumptions that market
participants would make in pricing the obligations
(level 3). The level 3 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 capitalized at
prevailing market rates for properties with similar
characteristics or located in similar areas.
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, 2020 and 2019, 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, 2020 and 2019 (amounts
in thousands):
October 31, 2020
Liabilities:
Interest Rate Swap Agreements
Redeemable noncontrolling interests
October 31, 2019
Liabilities:
Interest Rate Swap Agreements
Redeemable noncontrolling interests
Total
$13,300
$62,071
$ 6,754
$77,876
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$ —
$ 9,921
$ —
$24,968
$13,300
$51,604
$ 6,754
$52,362
$ —
$546
$ —
$546
38
URSTADT BIDDLE PROPERTIES INC.
(11) 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
may ultimately result from such legal actions are
not expected to have a material adverse effect on the
consolidated financial position, results of operations
or liquidity of the Company. At October 31, 2020,
the Company had commitments of approximately
$7.6 million for tenant-related obligations.
During and subsequent to fiscal 2020, the world has
continued to be impacted by the COVID-19 pandemic.
It has created significant economic uncertainty and
volatility. The extent to which the COVID-19 pandemic
continues to impact the Company’s business, operations
and financial results will depend on numerous evolving
factors that the Company is not able to predict at this
time, including the duration and scope of the pandemic,
governmental, business and individual actions that
have been and continue to be taken in response to the
pandemic, the impact on economic activity from the
pandemic and actions taken in response, the effect on the
Company’s tenants and their businesses, the ability of
tenants to make their rental payments and any additional
closures of tenants’ businesses. Any of these events could
materially adversely impact the Company’s business,
financial condition, results of operations or stock price.
Fair market value measurements based upon Level 3
inputs changed (in thousands) from $2,768 at
November 1, 2018 to $546 at October 31, 2019 as a result
of a redemption of noncontrolling interest in Ironbound
in August of fiscal 2019 in the amount of $2,700 and a
$478 increase in the redemption value of the Company’s
noncontrolling interest in Ironbound in accordance with
the application of ASC Topic 810.
Fair Value of Financial Instruments
The carrying values of cash and cash equivalents,
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 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.
The estimated fair value of mortgage notes payable
and other loans was approximately $316 million and
$311 million at October 31, 2020 and October 31, 2019,
respectively. The estimated fair value of mortgage
notes payable is based on discounting the future cash
flows at a year-end risk adjusted borrowing rates
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.
Although management is not aware of any factors
that would significantly affect the estimated fair value
amounts from October 31, 2019, 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.
39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(12) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The unaudited quarterly results of operations for the years ended October 31, 2020 and 2019 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 (Loss) Applicable to Common
and Class A Common Stockholders
Per Share Data:
Basic:
Class A Common Stock
Common Stock
Diluted:
Class A Common Stock
Common Stock
Year Ended October 31, 2020
Quarter Ended
Year Ended October 31, 2019
Quarter Ended
Jan 31 Apr 30
$31,280
$34,348
$ 7,240
$ 9,521
Jul 31 Oct 31
$32,318
$ 3,386
$28,799
$ 5,923
Jan 31 Apr 30
Jul 31 Oct 31
$34,267 $34,105 $34,392 $ 34,117
$11,427 $ 10,208
$10,018 $ 9,960
$ 8,483
(3,412)
—
$ 6,212
(3,413)
—
$ 4,988
(3,412)
—
$ 2,500
(3,413)
—
$ 8,917 $ 8,860 $10,333 $ 9,170
(3,601)
(2,363)
(3,063)
—
(3,062)
—
(3,063)
—
$ 5,071
$ 2,799
$ 1,576
$ (913)
$ 5,854 $ 5,798 $ 7,270 $ 3,206
$0.14
$0.12
$0.07
$0.07
$0.04
$0.04
$(0.02)
$(0.02)
$0.16
$0.14
$0.16
$0.14
$0.19
$0.17
$0.09
$0.08
$0.13
$0.12
$0.07
$0.07
$0.04
$0.04
$(0.02)
$(0.02)
$0.16
$0.14
$0.15
$0.14
$0.19
$0.17
$0.08
$0.07
Amounts may not equal full year results due to rounding.
Certain prior period amounts are reclassified to correspond to current period presentation
(13) SUBSEQUENT EVENTS
On December 15, 2020, the Board of Directors of the Company declared cash dividends of $0.125 for each share
of Common Stock and $0.14 for each share of Class A Common Stock. The dividends are payable on January 15,
2021 to stockholders of record on January 5, 2021. The Board of Directors also ratified the actions of the Company’s
compensation committee authorizing awards of 105,850 shares of Common Stock and 125,800 shares of Class A
Common Stock to certain officers, directors and employees of the Company effective January 4, 2021, pursuant to
the Company’s restricted stock plan. The fair value of the shares awarded totaling $3.0 million will be charged to
expense over the requisite service periods (see Note 1).
40
URSTADT BIDDLE PROPERTIES INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Urstadt Biddle Properties Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Urstadt Biddle Properties Inc. (the “Company”)
as of October 31, 2020 and 2019, 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, 2020, and the related
notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of October 31, 2020 and
2019, and the results of its operations and its cash flows for each of the three years in the period ended October 31,
2020, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the Company’s internal control over financial reporting as of October 31, 2020, based on criteria
established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), and our report dated January 12, 2021, expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks
of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/PKF O’Connor Davies, LLP
We have served as the Company’s auditor since 2006.
New York, New York
January 12, 2021
41
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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.
SPECIAL NOTE REGARDING FORWARD-
LOOKING STATEMENTS
This Annual Report of Urstadt Biddle Properties Inc.
(the “Company”) contains certain forward-looking
statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Such
statements can generally be identified by such words
as “anticipate,” “believe,” “can,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “seek,”
“should,” “will” or variations of such words or other
similar expressions and the negatives of such words.
All statements included in this report that address
activities, events or developments that we expect, believe
or anticipate 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
our operations and other such matters, are forward-
looking statements. These statements are based on certain
assumptions and analyses made by us in light of our
experience and our perception of historical trends, current
conditions, expected future developments and other factors
we believe are appropriate. Such statements are inherently
subject to risks, uncertainties and other factors, many of
which cannot be predicted with accuracy and some of
which might not even be anticipated. Future events and
actual results, performance or achievements, financial
and otherwise, may differ materially from the results,
performance or achievements expressed or implied by the
forward-looking statements. We caution not to place undue
reliance upon any forward-looking statements, which
speak only as of the date made. We do not undertake or
accept any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statement
to reflect any change in our expectations or any change
in events, conditions or circumstances on which any such
statement is based.
Important factors that we think could cause our actual
results to differ materially from expected results are
summarized below. One of the most significant factors,
however, is the ongoing impact of the current outbreak
of the novel coronavirus (“COVID-19”), on the U.S.,
regional and global economies, the U.S. retail market and
the broader financial markets. The current outbreak of
COVID-19 has also impacted, and is likely to continue to
impact, directly or indirectly, many of the other important
factors listed below.
42
New factors emerge from time to time, and it is not
possible for us to predict which factors will arise. In
addition, we cannot assess the impact of each factor on our
business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.
In particular, it is difficult to fully assess the impact
of COVID-19 at this time due to, among other factors,
uncertainty regarding the severity and duration of the
outbreak domestically and internationally, uncertainty
regarding the effectiveness of federal, state and local
governments’ efforts to contain the spread of COVID-19
and respond to its direct and indirect impact on the U.S.
economy and economic activity, and the uncertainty
regarding the efficacy and timing of vaccines and other
medical responses to the pandemic.
Important factors, among others, that may affect our
actual results include:
• negative impacts from the continued spread of
COVID-19, including on the U.S. or global economy
or on our business, financial position or results of
operations;
• economic and other market conditions, including real
estate and market conditions, that could impact us,
our properties or the financial stability of our tenants;
• consumer spending and confidence trends, as well as
our ability to anticipate changes in consumer buying
practices and the space needs of tenants;
• our relationships with our tenants and their financial
condition and liquidity;
• any difficulties in renewing leases, filling vacancies
or negotiating improved lease terms;
• the inability of our properties to generate increased,
or even sufficient, revenues to offset expenses,
including amounts we are required to pay to
municipalities for real estate taxes, payments for
common area maintenance expenses at our properties
and salaries for our management team and other
employees;
• the market value of our assets and the supply of, and
demand for, retail real estate in which we invest;
• risks of real estate acquisitions and dispositions,
including our ability to identify and acquire retail
real estate that meet our investment standards
in our markets, as well as the potential failure of
transactions to close;
• risks of operating properties through joint ventures
that we do not fully control;
• financing risks, such as the inability to obtain debt or
equity financing on favorable terms or the inability
to comply with various financial covenants included
in our Unsecured Revolving Credit Facility (the
“Facility”) or other debt instruments we currently
URSTADT BIDDLE PROPERTIES INC.
have or may subsequently obtain, as well as the level
and volatility of interest rates, which could impact the
market price of our common stock and the cost of our
borrowings;
• environmental risk and regulatory requirements;
• risks related to our status as a real estate investment
trust, including the application of complex federal
income tax regulations that are subject to change;
• legislative and regulatory changes generally that
may impact us or our tenants;
• as well other reports filed by the Company with the
Securities and Exchange Commission (the “SEC”).
EXECUTIVE SUMMARY
Overview
We are a fully integrated, self-administered real estate
company that has elected to be a Real Estate Investment
Trust (“REIT”) for federal income tax purposes, engaged
in the acquisition, ownership and management of
commercial real estate, primarily neighborhood and
community shopping centers, anchored by supermarkets,
pharmacy/drug-stores and wholesale clubs, with a
concentration in the metropolitan tri-state area outside
of the City of New York. Other real estate assets include
office properties, single tenant retail or restaurant
properties and office/retail mixed-use properties. Our
major tenants include supermarket chains and other
retailers who sell basic necessities.
At October 31, 2020, we owned or had equity interests
in 81 properties, which include equity interests we own
in five consolidated joint ventures and six unconsolidated
joint ventures, containing a total of 5.3 million square feet
of Gross Leasable Area (“GLA”). Of the properties owned
by wholly-owned subsidiaries or joint venture entities
that we consolidate, approximately 90.4% was leased
(92.9% at October 31, 2019). Of the properties owned by
unconsolidated joint ventures, approximately 91.1% was
leased (96.1% at October 31, 2019).
We have paid quarterly dividends to our shareholders
continuously since our founding in 1969.
Impact of COVID-19
The following discussion is intended to provide
stockholders with certain information regarding the
impacts of the COVID-19 pandemic on our business
and management’s efforts to respond to those impacts.
Unless otherwise specified, the statistical and other
information regarding our property portfolio and tenants
are estimates based on information available to us as of
December 10, 2020. As a result of the rapid development,
fluidity and uncertainty surrounding this situation, we
expect that such statistical and other information will
change going forward, potentially significantly, and may
not be indicative of the actual impact of the COVID-19
pandemic on our business, operations, cash flows and
financial condition for fiscal 2021 and future periods.
The spread of COVID-19 is having a significant
impact on the global economy, the U.S. economy, the
economies of the local markets throughout the northeast
region in which our properties are located, and the
broader financial markets. Nearly every industry has
been impacted directly or indirectly, and the U.S. retail
market has come under severe pressure due to numerous
factors, including preventive measures taken by local,
state and federal authorities to alleviate the public health
crisis, such as mandatory business closures, quarantines,
restrictions on travel and “shelter-in-place” or “stay-at-
home” orders. During the early part of the pandemic,
these containment measures, as implemented by the
tri-state area of Connecticut, New York and New Jersey,
generally permitted businesses designated as “essential”
to remain open, although limiting the operations of
different categories of our tenants to varying degrees.
Since early summer, many (but not all) of these
restrictions have been gradually lifted as the COVID-19
situation in the tri-state area significantly improved,
with most businesses now permitted to open at reduced
capacity and under other limitations intended to control
the spread of COVID-19. The situation, however, has been
evolving as we head deeper into the winter months.
Moreover, not all tenants have been impacted in the
same way or to the same degree by the pandemic and the
measures adopted to control the spread of COVID-19. For
example, grocery stores, pharmacies and wholesale clubs
have been permitted to remain fully open throughout the
pandemic and have generally performed well given their
focus on food and necessities. Many restaurants have also
been considered essential, although social distancing and
group gathering limitations have generally prevented or
limited dine-in activity, forcing them to evaluate alternate
means of operations, such as outdoor dining, delivery
and pick-up. The large majority of our restaurant tenants
are fast casual, rather than full-service restaurants. For a
number of our tenants that operate businesses involving
high contact interactions with their customers, such as
spas and salons, the negative impact of COVID-19 on
their business has been more severe and the recovery
more difficult. Gyms and fitness tenants have experienced
varying results. Dry cleaners have also suffered as a result
of many workers continuing to work from home. The
following additional information reflects the impact of
COVID-19 on our portfolio and tenants:
43
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
• All 74 of our shopping centers or free-standing,
net-leased retail bank or restaurant properties are
open and operating, with 99.1% of our total tenants
open and operating based on Annualized Base Rent
(“ABR”).
• All of our shopping centers include necessity-based
tenants, with approximately 71.4% of our tenants
(based on ABR) designated as “essential businesses”
during the early stay-at-home period of the pandemic
in the tri-state area or otherwise permitted to operate
through curbside pick-up and other modified
operating procedures in accordance with state
guidelines. These essential businesses are 99.0%
open based on ABR.
• Approximately 84% of our GLA is located in
properties anchored by grocery stores, pharmacies
and wholesale clubs, 6% of our GLA is located in
outdoor retail shopping centers adjacent to regional
malls and 8% of our GLA is located in outdoor
neighborhood convenience retail, with the remaining
2% of our GLA consisting of six suburban office
buildings located in Greenwich, Connecticut and
Bronxville, New York, three retail bank branches and
one childcare center. All six suburban office buildings
are open with some restrictions on capacity based
on state mandates and all of the retail bank branches
are open.
• As of December 10, 2020, we have received payment
of approximately 86.0%, 83.3% and 89.8% of lease
income, consisting of contractual base rent (leases
in place without consideration of any deferral or
abatement agreements), common area maintenance
reimbursement and real estate tax reimbursement
billed, respectively, for April 2020 through October
2020, the third quarter (May through July) of fiscal
2020 and the fourth quarter (August through October)
of fiscal 2020, not including the application of any
security deposits.
• Similar to other retail landlords across the United
States, we received a number of requests for rent relief
from tenants, with most requests received during the
early days of the pandemic when stay-at-home orders
were in place and many businesses were required
to close, but we have continued to receive a smaller
number of new requests even after businesses have
re-opened, and in some cases, follow-on requests
from tenants to whom we had already provided
temporarily rent relief. We have been evaluating each
request on a case-by-case basis to determine the
best course of action, recognizing that in many cases
some type of concession may be appropriate and
beneficial to our long-term interests. In evaluating
these requests, we have been considering many
44
factors, including the tenant’s financial strength,
the tenant’s operating history, potential co-tenancy
impacts, the tenant’s contribution to the shopping
center in which it operates, our assessment of the
tenant’s long-term viability, the difficult or ease with
which the tenant could be replaced, and other factors.
Although each negotiation has been specific to that
tenant, most of these concessions have been in the
form of deferred rent for some portion of rents due in
April through December 2020, or longer, to be paid
back over the later part of the lease, preferably within
a period of one year or less. In addition, some of these
concessions have been in the form of rent abatements
for some portion of tenant rents due in April through
December or longer.
• As of October 31, 2020, we had received 396 rent
relief requests from our approximately 900 tenants
in our consolidated portfolio. Subsequently,
approximately 118 of the 396 tenants withdrew
their request for rent relief or paid their rent in full.
These remaining requests represent 35.0% of our
ABR. As of October 31, 2020, we had completed
lease amendments with approximately 234 of the
tenants that had requested rent relief, representing
deferments of approximately $3.4 million in lease
income ($854,000 of our fourth quarter lease income)
or approximately 3.5% of our ABR and abatements of
approximately $1.4 million in lease income ($934,000
of our fourth quarter lease income) or approximately
1.4% of ABR. The weighted average payback period
for the $3.4 million of deferred rents is 8.5 months.
Each reporting period we must make estimates as to the
collectability of our tenants’ accounts receivable related to
base rent, straight-line rent, expense reimbursements and
other revenues. Management analyzes accounts receivable
by considering tenant creditworthiness, current economic
trends, including the impact of the COVID-19 pandemic
on tenants’ businesses, and changes in tenants’ payment
patterns when evaluating the adequacy of the allowance
for doubtful accounts. As a result of this analysis, we
have increased our allowance for doubtful accounts by
$426,000 and $3.9 million in the three and twelve months
ended October 31, 2020, respectively. For the year ended
October 31, 2020, this increase of $3.9 million represented
approximately 4.0% of ABR. Management has every
intention of collecting as much of our billed rents, to
the extent feasible, regardless of the requirement under
Generally Accepted Accounting Principles (“GAAP”)
to reserve for uncollectable accounts. In addition, the
GAAP accounting standard governing leases requires,
among other things, that if a specific tenant’s future lease
payments as contracted are not probable of collection,
revenue recognition for that tenant must be converted
to cash-basis accounting and be limited to the lesser of
URSTADT BIDDLE PROPERTIES INC.
the amount billed or collected from that tenant, and any
straight-line rental receivables would need to be reversed
in the period that the collectability assessment is changed
to not probable. As a result of analyzing our entire
tenant base, in the fiscal year ended October 31, 2020,
we determined that 64 tenants’ future lease payments were
no longer probable of collection (7.1% of our approximate
900 tenants) and, as a result of this assessment, in the
three and twelve months ended October 31, 2020 we
reversed previously billed lease income in the amount
of $551,000 and $2.3 million, respectively. For the year
ended October 31, 2020, this $2.3 million represented
approximately 2.4% of ABR. In addition, as a result of
this assessment, we reversed $179,000 and $1.1 million
in the three and twelve months ended October 31, 2020,
respectively, of accrued straight-line rent receivables related
to these 64 tenants. For the year ended October 31, 2020,
this $1.1 million represented approximately 1.1% of ABR.
Both of these reversals, totaling $730,000 and $3.4 million
in the three and twelve months ended October 31, 2020,
respectively, result in a direct reduction of lease income
on our consolidated income statement.
Each reporting period management assesses whether
there are any indicators that the value of its real estate
investments may be impaired and has concluded that none
of its investment properties are impaired at October 31,
2020. The COVID-19 pandemic has however, significantly
impacted many of the retail sectors in which our tenants
operate, and if the effects of the pandemic are prolonged, it
could have a significant adverse impact on the underlying
industries of many of our tenants. We will continue to
monitor the economic, financial, and social conditions
resulting from the COVID-19 pandemic and will assess our
real estate asset portfolio for any impairment indicators as
required under GAAP. If we determine that any of our real
estate assets are impaired, we would be required to take
impairment charges and such amounts could be material.
See Footnote 1 to the Notes to the Company’s Consolidated
Financial Statements for additional discussion regarding
impairment charges.
Actions Taken in Response to COVID-19
We have taken a number of proactive measures to
maintain the strength of our business and manage the
impact of COVID-19 on our operations and liquidity,
including the following:
• Along with our tenants and the communities we
together serve, the health and safety of our employees
is our top priority. We have adapted our operations
to protect employees, including by implementing a
work-from-home policy in March 2020, which worked
seamlessly with no disruption in our service to tenants
and other business partners. On May 20, 2020, in
response to a change in the State of Connecticut’s
mandates, we re-opened our office at less than 50%
capacity, with employees encouraged to continue
working from home when feasible consistent with
business needs. We continue to closely monitor the
recommendations and mandates of federal, state and
local governments and health authorities to ensure the
safety of our own employees as well as our properties.
• We are in regular communication with our tenants,
providing assistance in identifying local, state and
federal resources that may be available to support
their businesses and employees during the pandemic,
including stimulus funds that may be available under
the Coronavirus Aid, Relief, and Economic Security Act
of 2020 (the “CARES Act”). We compiled a robust set of
tenant materials explaining these and other programs,
which have been posted to the tenant portal on our
website, disseminated by e-mail to all of our tenants
through the tenant portal of our general ledger system
and communicated directly by telephone through our
leasing agents. Each of our tenants was also assigned
a leasing agent to whom the tenant can turn with
questions and concerns during these uncertain times.
• In addition, we launched a program designating
dedicated parking spots for curbside pick-up at our
shopping centers for use by all tenants and their
customers, assisted restaurant tenants in securing
municipal approvals for outdoor seating, and are
assisting tenants in many other ways to improve
their business prospects.
• To enhance our liquidity position and maintain
financial flexibility, we borrowed $35 million under
our Unsecured Revolving Credit Facility (“Facility”)
during March and April 2020 to fund capital
improvements and for general corporate purposes.
• At October 31, 2020, we had $40.8 million in cash and
cash equivalents on our consolidated balance sheet,
and an additional $64 million available under our
Facility (excluding the $50 million accordion feature).
• We do not have any unsecured debt maturing until
August 2021. Additionally, we do not have any secured
debt maturing until January 2022. All maturing
secured debt is generally below a 55% loan-to-value
ratio, and we believe we will be able to refinance that
debt. Construction related to three large re-tenanting
projects, two for grocery stores and one for a national
junior anchor, was completed during the second
quarter and all three tenants are open and operating
as of the date of this report. We do not have any other
material re-tenanting projects ongoing.
• We have taken proactive measures to manage costs,
including reducing, where possible, our common
area maintenance spending. We have one ongoing
construction project at one of our properties, with
45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
approximately $4.3 million remaining to complete
the project. Otherwise, only minimal construction is
underway. Further, we expect that the only material
capital expenditures at our properties in the near term
will be tenant improvements and/or other leasing
costs associated with existing and new leases.
• Although we continue to seek opportunities to acquire
high-quality neighborhood and community shopping
centers, we have temporarily redirected the executives
in our acquisition department to help with lease
negotiations.
• On March 27, 2020, the President of the United States
signed into law the CARES Act. The CARES Act,
among other things, includes provisions relating to
refundable payroll tax credits, deferment of employer-
side social security payments, net operating loss
carryback periods, alternative minimum tax credit
refunds, modifications to the net interest deduction
limitations, increased limitations on qualified
charitable contributions, and technical corrections to
tax depreciation methods for qualified improvement
property. The Company has availed itself of some of
the above benefits afforded by the CARES Act (other
than what are commonly referred to as PPP loans).
• On December 27, 2020, a second COVID-19 federal
stimulus package was enacted as part of the
Consolidated Appropriations Act, 2021 (the “COVID
Supplemental Appropriations Act”). Among other
things, the COVID Supplemental Appropriations Act
will enhance various support features of the previously
enacted CARES Act, increase unemployment payments
and extend the time frame for unemployment benefits,
and re-implement a modified version of the Paycheck
Protection Program for small businesses and eligible
non-profits. As with the CARES Act, the Company
has disseminated information about the COVID
Supplemental Appropriations Act to our tenants
through our website and general ledger system.
• On December 15, 2020, our Board of Directors declared
a quarterly dividend of $0.125 per Common share
and $0.14 per Class A Common share to be paid on
January 15, 2021 to holders of record on January 5,
2021, reduced approximately 50% from pre-pandemic
dividend levels of $0.25 per Common share and $0.28
per Class A Common share. The announced dividend
level will preserve approximately $5.5 million of cash
in the first quarter of fiscal 2021 when compared to our
pre-pandemic dividend levels. Given the reduction
of operating cash flow and taxable income caused by
tenants’ nonpayment of rent during the period from
April through December 2020, the overall uncertainty
of the COVID-19 pandemic’s near and potential long-
term impact on our business, and the importance
of preserving our liquidity position, among other
46
considerations, the Board determined after careful
consideration of all information available to them at
the time that reducing the quarterly dividend, when
compared with the pre-pandemic level, is in the best
interests of stockholders. Based on the Company’s
updated taxable income projections for the fiscal year
ending 2021, we will most likely need to pay dividends
over the remainder of the fiscal year at higher levels in
order to meet the distribution requirements necessary
for it to continue qualifying as a REIT for U.S. federal
income tax requirements. The Board may determine
that the increased level would be more appropriate
towards the latter part of fiscal 2021 once, hopefully,
a vaccine has become widely disseminated, the
pandemic has begun to wane and the economy and
our properties have returned to some normalcy. We
cannot, however, be certain as to the level or timing
of any such dividend increase. The Board declared
the full contractual dividend on both our Series H
and Series K Cumulative Preferred Stock, payable
on January 29, 2021, to holders of record on
January 15, 2021. Going forward, our Board of
Directors will continue to evaluate our dividend policy.
We derive revenues primarily from rents and
reimbursement payments received from tenants under
leases at our properties. Our operating results therefore
depend materially on the ability of our tenants to make
required rental payments. The extent to which the
COVID-19 pandemic impacts the businesses of our
tenants, and therefore our operations and financial
condition, will depend on future developments which
are highly uncertain and cannot be predicted with
confidence, including the scope, severity and duration of
the COVID-19 pandemic, the actions taken to contain the
COVID-19 pandemic or mitigate its impact, and the direct
and indirect economic effects of the COVID-19 pandemic
and such mitigation measures, among others.
Strategy, Challenges and Outlook
We have a conservative capital structure, which includes
permanent equity sources of Common Stock, Class A
Common Stock and two series of perpetual preferred stock,
which are only redeemable at our option. In addition, we
have mortgage debt secured by some of our properties.
As mentioned earlier, we do not have any secured debt
maturing until January of 2022.
Key elements of our growth strategies and operating
policies are to:
• maintain our focus on community and neighborhood
shopping centers, anchored principally by regional
supermarkets, pharmacy chains or wholesale clubs,
which we believe can provide a more stable revenue
flow even during difficult economic times because of
the focus on food and other types of staple goods;
• acquire quality neighborhood and community
shopping centers in the northeastern part of the
United States with a concentration on properties in
the metropolitan tri-state area outside of the City of
New York, and unlock further value in these properties
with selective enhancements to both the property and
tenant mix, as well as improvements to management
and leasing fundamentals, with hopes to grow our
assets through acquisitions subject to the availability
of acquisitions that meet our investment parameters;
• selectively dispose of underperforming properties
and re-deploy the proceeds into potentially
higher performing properties that meet our
acquisition criteria;
• invest in our properties for the long term through
regular maintenance, periodic renovations and capital
improvements, enhancing their attractiveness to
tenants and customers (e.g. curbside pick-up), as well
as increasing their value;
• leverage opportunities to increase GLA at existing
properties, through development of pad sites and
reconfiguring of existing square footage, to meet the
needs of existing or new tenants;
• proactively manage our leasing strategy by
aggressively marketing available GLA, renewing
existing leases with strong tenants, anticipating tenant
weakness when necessary by pre-leasing their spaces
and replacing below-market-rent leases with increased
market rents, with an eye towards securing leases
that include regular or fixed contractual increases to
minimum rents;
• improve and refine the quality of our tenant mix at our
shopping centers;
• maintain strong working relationships with our
tenants, particularly our anchor tenants;
• maintain a conservative capital structure with low debt
levels; and
• control property operating and administrative costs.
We believe our strategy of focusing on community and
neighborhood shopping centers, anchored principally by
regional supermarkets, pharmacy chains or wholesale
clubs, is being validated during the COVID-19 pandemic.
We believe the nature of our properties makes them less
susceptible to economic downturns than other retail
properties whose anchor tenants do not supply basic
necessities. During normal conditions, we believe that
consumers generally prefer to purchase food and other
staple goods and services in person, and even during
the COVID-19 pandemic our supermarkets, pharmacies
and wholesale clubs have been posting strong in-person
URSTADT BIDDLE PROPERTIES INC.
sales. Moreover, most of our grocery stores have also
implemented or expanded curbside pick-up or partnered
with delivery services to cater to the needs of their
customers during this pandemic.
We recognize, however, that the pandemic may have
accelerated a movement towards e-commerce that may be
challenging for weaker tenants that lack an omni-channel
sales or micro-fulfillment strategy. We launched a program
designating dedicated parking spots for curbside pick-up
and are assisting tenants in many other ways to help them
quickly adapt to these changing circumstances. Many
tenants have adapted to the new business environment
through use of our curbside pick-up program and early
industry data seems to indicate that micro-fulfillment from
retailers with physical locations may be a new competitive
alternative to e-commerce. It is too early to know which
tenants will or will not be successful in making any
changes that may be necessary. It is also too early to
determine whether these changes in consumer behavior
are temporary or reflect long-term changes.
Moreover, due to the current disruptions in the economy
and our marketplace as a result of the COVID-19 pandemic
and resulting changes to the short-term and possibly
even long-term landscape for brick-and-mortar retail, we
anticipate that it will be more difficult to actively pursue
and achieve certain elements of our growth strategy. For
example, it will likely be more difficult for us to acquire or
sell properties in fiscal 2021 (or possibly beyond), as it may
be difficult to value a property correctly given changing
circumstances. Additionally, parties may be unwilling to
enter into transactions during such uncertainty. We may
also be less willing to enter into developments or capital
improvements that require large amounts of upfront
capital if the expected return is perceived as delayed
or uncertain. We choose to borrow $35 million under
our Facility during March and April 2020 to enhance
our liquidity position and maintain financial flexibility,
which is an approach consistent with many of our peers.
While we believe we still maintain a conservative capital
structure and low debt levels, particularly relative to our
peers, our profile may evolve based on changing needs.
We expect that our rent collections will continue to be
below our tenants’ contractual rent obligations at least
for as long as governmental orders require non-essential
businesses to restrict business operations and individuals
to adhere to social distancing policies, or potentially until
a medical solution is achieved for COVID-19. We will
continue to accrue rental revenue during the deferral
period, except for tenants for which revenue recognition
was converted to cash basis accounting in accordance with
ASC Topic 842. However, we anticipate that some tenants
47
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
eventually will be unable to pay amounts due, and we
will incur losses against our rent receivables. The extent
and timing of the recognition of such losses will depend
on future developments, which are highly uncertain and
cannot be predicted. April through November 2020 rental
income collections and rent relief requests to date may not
be indicative of collections or requests in any future period.
We continue to have active discussions with existing
and potential new tenants for new and renewed leases.
However, the uncertainty relating to the COVID-19
pandemic has slowed the pace of leasing activity and could
result in higher vacancy rates than we otherwise would
have experienced, a longer amount of time to fill vacancies
and potentially lower rental rates.
As a REIT, we are susceptible to changes in interest rates,
the lending environment, the availability of capital markets
and the general economy. The impacts of any changes are
difficult to predict, particularly during the course of the
current COVID-19 pandemic.
Highlights of Fiscal 2020; Recent Developments
Set forth below are highlights of our recent property
acquisitions, other investments, property dispositions
and financings:
• On November 1, 2019, we redeemed all of the
outstanding shares of our Series G Cumulative
Preferred Stock for $25 per share with proceeds from
our sale of our Series K Cumulative Preferred Stock
in October 2019. The total redemption amount was
$75 million.
• In December 2019, we closed on the sale of our
property located in Bernardsville, NJ to an unrelated
third party for a sale price of $2.7 million, pursuant
to a contract we had entered into in August 2019, as
that property no longer met our investment objectives.
In accordance with GAAP, the property met all the
criteria to be classified as held for sale in the fourth
quarter of fiscal 2019, and, accordingly, we recorded
a loss on property held for sale of $434,000, which
loss was included in continuing operations in the
consolidated statement of income for the year ended
October 31, 2019. The amount of the loss represented
the net carrying amount of the property over the fair
value of the asset less estimated cost to sell. Upon
completion of the sale in December 2019, we realized
an additional loss on sale of property of $86,000,
which loss is included in continuing operations in the
consolidated statement of income for the year ended
October 31, 2020. This loss has been added back to our
Funds from Operations (“FFO”) as discussed below.
• In January 2020, we sold for $1.3 million a retail
property located in Carmel, NY, as that property no
longer met our investment objectives. In conjunction
with the sale, we realized a loss on sale of property
in the amount of $242,000, which loss is included in
continuing operations in the consolidated statement of
income for the year ended October 31, 2020. This loss
has been added back to FFO as discussed below.
• In January 2020, we redeemed 2,250 units of UB New
City I, LLC from the noncontrolling member. The total
cash price paid for the redemption was $49,500. As a
result of the redemption, our ownership percentage of
New City increased to 79.7% from 78.2%.
• In January 2020, we redeemed 23,829 units of UB High
Ridge, LLC from the noncontrolling member. The total
cash price paid for the redemption was $560,000. As a
result of the redemption, our ownership percentage of
High Ridge increased to 14.2% from 13.3%.
• In March and April 2020, we borrowed an
aggregate $35 million on our Facility to fund capital
improvements and for general corporate purposes.
• In June 2020, we redeemed 6,750 units of UB New
City I, LLC from the noncontrolling member. The total
cash price paid for the redemption was $148,500. As
a result of the redemption, our ownership percentage
of New City increased to 84.3% from 79.7%.
• In December 2020 (fiscal 2021), we closed on the sale
of a 29,000 square foot portion of our property, which
was recently converted into a condominium, located
in Pompton Lakes, NJ to Lidl, a national grocery
store company, for a sale price of $2.8 million. We had
entered into a purchase and sale agreement in January
2020, subject to various conditions. In accordance with
GAAP, that portion of the property met all the criteria
to be classified as held for sale in September of fiscal
2020, and accordingly, we recorded a loss on property
held for sale of $5.7 million, which loss is included in
continuing operations in the consolidated statement
of income for the year ended October 31, 2020. The
amount of the loss represented the net carrying
amount of that portion of the property over the fair
value of that portion of the property, less the estimated
cost to sell. This loss has been added back to our FFO
as discussed below. Lidl will operate a grocery store
on its portion of the property. The 29,000 square foot
portion of the property sold was approximately half
of a vacant space that was previously leased and
occupied by A&P. A&P went bankrupt several years
ago and the space had remained vacant. In considering
many options for the use of this space, we determined
that the best course of action for the Company to
maximize the value of the space was to sell this portion
of the property to a leading grocery store company
48
URSTADT BIDDLE PROPERTIES INC.
and to re-develop the balance of the 63,000 square foot
space into 4,000 square feet of additional retail and a
50,000 square foot self-storage facility, which will be
managed by Extra Space Storage. The square footage
of the self-storage facility reflects the intended vertical
expansion of our retained space. We believe that once
completed and leased, the self-storage facility will add
approximately $7 million in value to the shopping
center over and above our development costs.
Leasing
Rollovers
For the fiscal year 2020, we signed leases for a total of
405,000 square feet of predominantly retail space in our
consolidated portfolio. New leases for vacant spaces were
signed for 63,000 square feet at an average rental decrease
of 10.8% on a cash basis, excluding 5,400 square feet of
new leases for which there was no prior rent history
available. Renewals for 342,000 square feet of space
previously occupied were signed at an average rental
increase of 1.5% on a cash basis.
Tenant improvements and leasing commissions
averaged $29 per square foot for new leases and $0.45 per
square foot for renewals for the fiscal year ended 2020.
The average term for new leases was 4 years and the
average term for renewal leases was 4 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) that 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 2020 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 reasons.
Traditionally, we have seen overall positive increases
in rental income for renewal leases. With the uncertainty
of the COVID-19 pandemic and the many unknown
factors that we, our tenants and the commercial real estate
industry face from the pandemic, it is difficult to predict
leasing trends for new leases into the near future.
Significant Events with Impacts on Leasing
In March 2020, we delivered two spaces to Dollar Tree
and Family Dollar, to replace a grocery tenant that had
previously occupied a 30,600 square foot space at our
Passaic, NJ property. We signed new leases with these
tenants in May 2019 for a large portion of the original
30,600 square foot space. Both of these stores are now open.
In April 2020, we delivered a 26,800 square foot junior
anchor space at the Orange Meadows Shopping
Center to the TJX Companies, Inc., which will operate a
TJ Maxx store that is expected to open in March of 2021.
The space was delivered pursuant to a lease we signed
in January 2019.
In January 2020, we delivered a 40,000 square foot
grocery-store space at the Valley Ridge Shopping Center
to Whole Foods Market, which opened in September
2020. The space was delivered pursuant to a lease we
signed in April 2018.
In December 2019, we delivered a 30,000 square
foot grocery-store space at one of our Eastchester, NY
properties to DeCicco’s Supermarket, which opened
in October 2020. The space was delivered pursuant to
a lease we signed in August 2017.
In 2017, Toys R’ Us and Babies R’ Us (“Toys”) filed
a voluntary petition under chapter 11 of title 11 of the
United States Bankruptcy Code, and subsequently
liquidated the company. Toys ground leased 65,700
square feet of space at our Danbury, CT shopping
center. In August 2018, this lease was purchased out of
bankruptcy from Toys and assumed by a new owner.
The base lease rate for the 65,700 square foot space was
and remains at $0 for the duration of the lease, and
we did not have any other leases with Toys, so our cash
flow was not impacted by the bankruptcy of Toys.
As of the date of this report, the new owner of this
ground lease has informed us that they are selling the
lease to a national retailer, however the transaction
has not closed yet.
49
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Impact of Inflation on Leasing
Our long-term leases contain provisions to mitigate
the adverse impact of inflation on our operating results.
Such provisions include clauses entitling us 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 our non-anchor leases
are for terms of less than ten years, which permits us
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 our leases
require tenants to pay a share of operating expenses,
including common area maintenance, real estate taxes,
insurance and utilities, thereby reducing our exposure
to increases in costs and operating expenses resulting
from inflation.
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
our consolidated financial statements included in this
Annual Report.
LIQUIDITY AND CAPITAL RESOURCES
Overview
At October 31, 2020, we had cash and cash equivalents
of $40.8 million (see below), compared to $94.1 million
at October 31, 2019. Our sources of liquidity and capital
resources include operating cash flows from real estate
operations, proceeds from bank borrowings and long-term
mortgage debt, capital financings and sales of real estate
investments. Substantially all of our revenues are derived
from rents paid under existing leases, which means that
our operating cash flow depends on the ability of our
tenants to make rental payments. As a result of state
mandates forcing many non-essential businesses to close
or restricting store operations to help prevent the spread
of COVID-19, many of our tenants are suffering. Please see
the “Impact of COVID-19” section earlier in this Annual
Report for more information. In fiscal 2020, 2019 and 2018,
net cash flow provided by operations amounted to $61.9
million, $72.3 million and $71.6 million, respectively.
On November 1, 2019, we redeemed all 3,000,000
outstanding shares of our 6.75% Series G Cumulative
Preferred Stock for $25 per share, which included all
accrued and unpaid dividends. The total amount of the
50
redemption amounted to $75 million. The redemption was
funded with proceeds from our recently completed sale of
4,400,000 shares of 5.875% Series K Cumulative preferred
stock. We issued the Series K shares on October 1, 2019 and
raised proceeds of $106.5 million.
Our short-term liquidity requirements consist primarily
of normal recurring operating expenses and capital
expenditures, debt service, management and professional
fees, cash distributions to certain limited partners and
non-managing members of our consolidated joint ventures,
and regular dividends paid to our Common and Class A
Common stockholders. Cash dividends paid on Common
and Class A Common stock for fiscal years ended
October 31, 2020, 2019 and 2018 totaled $30.0 million,
$42.6 million and $41.6 million, respectively. Historically,
we have met short-term liquidity requirements, which is
defined as a rolling twelve-month period, primarily by
generating net cash from the operation of our properties.
As a result of the COVID-19 pandemic, we have made a
number of concessions in the form of deferred rents and
rent abatements, as more extensively discussed under the
“Impact of Covid-19” section earlier in this Annual Report.
To the extent rent deferral arrangements remain collectible,
it will reduce operating cash flow in the near term but most
likely increase operating cash flow in future periods. This
process is ongoing.
On December 15, 2020, our Board of Directors declared
a quarterly dividend of $0.125 per Common share
and $0.14 per Class A Common share to be paid on
January 15, 2021 to holders of record on January 5, 2021,
reduced approximately 50% from pre-pandemic levels.
The announced dividend level will preserve approximately
$5.5 million of cash in the first quarter of fiscal 2021
when compared to our pre-pandemic dividend levels.
The Board declared the full contractual dividend on both
our Series H and Series K Cumulative Preferred Stock,
payable on January 29, 2021 to holders of record on
January 15, 2021. Going forward, our Board of Directors
will continue to evaluate our dividend policy and adjust
the levels accordingly based on their assessment of how
the pandemic is affecting the cash flow of the Company
and the level of distributions required to allow the
Company to continue to qualify as a REIT for Federal
Income tax purposes.
Our long-term liquidity requirements consist primarily
of obligations under our long-term debt, dividends
paid to our preferred stockholders, capital expenditures
and capital required for acquisitions. In addition, the
limited partners and non-managing members of our
five consolidated joint venture entities, McLean Plaza
Associates, LLC, UB Orangeburg, LLC, UB High Ridge,
LLC, UB Dumont I, LLC and UB New City I, LLC, have
the right to require us to repurchase all or a portion of
their limited partner or non-managing member interests
at prices and on terms as set forth in the governing
agreements. See Note 5 to the financial statements included
in this Annual Report. Historically, we have financed
the foregoing requirements through operating cash flow,
borrowings under our Facility, debt refinancings, new debt,
equity offerings and other capital market transactions,
and/or the disposition of under-performing assets, with a
focus on keeping our debt level low. We expect to continue
doing so in the future. We cannot assure you, however, that
these sources will always be available to us when needed,
or on the terms we desire.
Capital Expenditures
We invest in our existing properties and regularly make
capital expenditures in the ordinary course of business to
maintain our properties. We believe that such expenditures
enhance the competitiveness of our properties. For the
fiscal year ended October 31, 2020, we paid approximately
$22.3 million for property improvements, tenant
improvements and leasing commission costs ($1.9 million
representing property improvements, $11.3 million in
property improvements related to our Stratford project
(see paragraph below) and approximately $9.1 million
related to new tenant space improvements, leasing costs
and capital improvements as a result of new tenant spaces).
The amount of these expenditures can vary significantly
depending on tenant negotiations, market conditions
and rental rates. We expect to incur approximately $7.6
million for anticipated capital improvements, tenant
improvements/allowances and leasing costs related to new
tenant leases and property improvements during fiscal
2021. This amount is inclusive of commitments for the
Stratford, CT development discussed directly below. These
expenditures are expected to be funded from operating
cash flows, bank borrowings or other financing sources.
As a result of the ongoing COVID-19 pandemic, we have
suspended all significant capital improvement projects
other than the completion of our Stratford, CT project
discussed below.
We are currently in the process of developing 3.4 acres
of recently-acquired land adjacent to a shopping center
we own in Stratford, CT. We completed one pad-site
building totaling approximately 3,200 square feet, which
is 75% leased to Chipotle, and a self-storage facility of
approximately 131,000 square feet, which will be managed
for us by Extra Space Storage. In addition, we will be
building a second pad site, which is leased to a national
restaurant company but construction has not begun
while we complete a billboard relocation on the site. We
anticipate the total development cost will be approximately
$18.2 million (excluding land acquisition cost), of which
URSTADT BIDDLE PROPERTIES INC.
we have already funded $13.4 million as of October 31,
2020 and plan on funding the balance with available cash,
borrowings on our Facility or other sources, as more fully
described earlier in this Annual Report.
Financing Strategy, Unsecured Revolving Credit Facility and
Other Financing Transactions
Our strategy is to maintain a conservative capital
structure with low leverage levels by commercial real
estate standards. Mortgage notes payable and other
loans of $299.4 million primarily consist of $1.7 million
in variable rate debt with an interest rate of 5.0% as
of October 31, 2020 and $297.7 million in fixed-rate
mortgage loan and unsecured note indebtedness with
a weighted average interest rate of 4.1% at October 31,
2020. The mortgages are secured by 24 properties with
a net book value of $540 million and have fixed rates
of interest ranging from 3.5% to 4.9%. The $1.7 million
in variable rate debt is unsecured. We may refinance
our 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.
In addition, from time to time we have amounts
outstanding on our Facility (see below) that are not
fixed through an interest rate swap or otherwise. See
“Quantitative and Qualitative Disclosures about Market
Risk” included in this Annual Report for additional
information on our interest rate risk. At October 31, 2020,
we had $35 million outstanding on our Facility.
We currently maintain a ratio of total debt to total
assets below 33% and a fixed charge coverage ratio of
over 3.28 to 1 (excluding preferred stock dividends),
which we believe will allow us to obtain additional
secured mortgage loans or other types of borrowings,
if necessary. We own 51 properties in our consolidated
portfolio that are not encumbered by secured mortgage
debt. At October 31, 2020, we had borrowing capacity of
$64 million on our Facility. Our Facility includes financial
covenants that limit, among other things, our ability to
incur unsecured and secured indebtedness. See Note 4
to our consolidated financial statements included in
this Annual Report for additional information on these
and other restrictions.
51
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Unsecured Revolving Credit Facility and Other
Property Financings
We have a $100 million unsecured revolving credit
facility with a syndicate of three banks, BNY Mellon, Bank
of Montreal and Wells Fargo N.A. with the ability under
certain conditions to additionally increase the capacity
to $150 million, subject to lender approval. The maturity
date of the Facility is August 23, 2021. Borrowings under
the Facility can be used for general corporate purposes
and the issuance of up to $10 million of letters of credit.
Borrowings will bear interest at our option of Eurodollar
rate plus 1.35% to 1.95% or BNY Mellon’s prime
lending rate plus 0.35% to 0.95%, based on consolidated
indebtedness, as defined. We pay a quarterly commitment
fee on the unused commitment amount of 0.15% to 0.25%
per annum, based on outstanding borrowings during
the year. As of October 31, 2020, we had $35 million in
outstanding borrowings on the Facility. Our ability to
borrow under the Facility is subject to our compliance
with the covenants and other restrictions on an ongoing
basis. As discussed above, the principal financial
covenants limit our level of secured and unsecured
indebtedness and additionally require us to maintain
certain debt coverage ratios. We were in compliance with
such covenants at October 31, 2020. We are currently in
the process of working on an extension of our revolver,
which we hope to complete in our first or second quarter
of fiscal 2021.
During the year ended October 31, 2020, we borrowed
$35 million on our Facility to fund capital improvements
to our properties and for general corporate purposes.
See Note 4 to our consolidated financial statements
included in this Annual Report for a further description
of mortgage financing transactions in fiscal 2020 and 2019.
Net Cash Flows from Operating Activities
Variance from fiscal 2019 to 2020:
The decrease in operating cash flows when compared
with the corresponding prior period was primarily
related to an increase in our tenant accounts receivable,
or a reduction of lease income related to the impact of the
COVID-19 pandemic and increase in other assets offset
by an increase in accounts payable and accrued expenses.
Variance from fiscal 2018 to 2019:
The increase in operating cash flows was primarily due
to our properties generating additional operating income
in the fiscal year ended October 31, 2019 when compared
with the corresponding prior period. This additional
operating income was predominantly from properties
acquired in fiscal 2018 and fiscal 2019 offset by a decrease
in lease termination income of $3.6 million in fiscal 2019
52
when compared with fiscal 2018. In fiscal 2018 one of
our grocery store tenants paid us $3.7 million to terminate
its lease early.
Net Cash Flows from Investing Activities
Variance from 2019 to 2020:
The increase in net cash flows used in investing
activities in the year ended October 31, 2020 when
compared to the corresponding prior period was the
result of one of our unconsolidated joint ventures selling
a property in fiscal 2019 and distributing our share of
the sales proceeds to us in the amount of $6.0 million.
The increase was further accentuated by our investing
an additional $3.7 million in our properties in fiscal
2020 when compared with fiscal 2019. In addition, we
generated $5.7 million less in net proceeds from the
purchase and sale of marketable securities in fiscal 2020
when compared to the corresponding period of fiscal
2019. This net increase was offset by our purchasing
one property in fiscal 2019 for $11.8 million. We did not
purchase any properties in fiscal 2020.
Variance from 2018 to 2019:
The decrease in net cash flows used in investing
activities in fiscal 2019 when compared to fiscal 2018 was
the result of selling our marketable security portfolio in
the second quarter of fiscal 2019 and realizing proceeds
on that sale of $6 million. The marketable securities
were purchased in the first half of fiscal 2018. These
transactions created an $11 million positive variance
in cash flows from investing activities in fiscal 2019
when compared with the corresponding prior period.
In addition, the decrease in cash flows used in investing
activities was the result of one of our unconsolidated
joint ventures selling a property it owned in the second
quarter of fiscal 2019 and distributing $5 million in
sales proceeds to us. In addition, this decrease in net
cash used by investing activities was the result of us
selling one property in fiscal 2019 that provided $3.4
million in sales proceeds versus having no property
sales in the corresponding prior period. This decrease
in net cash used by investing activities was partially
offset by us acquiring one property for $12 million in
fiscal 2019 versus purchasing three properties in fiscal
2018 that required $6.8 million in equity and expending
$10.5 million more for improvements to properties and
deferred charges in fiscal 2019 versus the corresponding
prior period.
We regularly make capital investments in our
properties for property improvements, tenant
improvements costs and leasing commissions.
URSTADT BIDDLE PROPERTIES INC.
Net Cash Flows from Financing Activities
• Repayment of mortgage notes payable in the amount
of $7.1 million.
Cash generated:
• Acquisitions of noncontrolling interests in the amount
Fiscal 2020: (Total $35.2 million)
• Proceeds from revolving credit line borrowings in the
amount of $35.0 million.
Fiscal 2019: (Total $178.9 million)
• Proceeds from revolving credit line borrowings in the
of $3.9 million.
• Redemption of preferred stock series in the amount
of $75.0 million.
Fiscal 2019: (Total $152.7 million)
• Dividends to shareholders in the amount of $55.4
million.
amount of $25.5 million.
• Repayment of mortgage notes payable in the amount
• Proceeds from mortgage financing of $47 million.
• Proceeds from the issuance of a new series of preferred
of $33.4 million.
• Repayment of revolving credit line borrowings in the
stock totaling $106.2 million.
amount of $54.1 million.
Fiscal 2018: (Total $43.8 million)
• Proceeds from revolving credit line borrowings in the
• Additional acquisitions and distributions to
noncontrolling interests of $9.5 million.
amount of $33.6 million.
• Proceeds from mortgage financing of $10 million.
Fiscal 2018: (Total $87.3 million)
• Dividends to shareholders in the amount of $53.9
million.
Cash used:
• Repayment of mortgage notes payable in the amount
Fiscal 2020: (Total $131.5 million)
• Dividends to shareholders in the amount of
$44.2 million.
RESULTS OF OPERATIONS
of $24.1 million.
• Repayment of revolving credit line borrowings in the
amount of $9 million.
Fiscal 2020 vs. Fiscal 2019
The following information summarizes our results of operations for the years ended October 31, 2020 and 2019
(amounts in thousands):
Revenues
Base rents
Recoveries from tenants
Uncollectable amounts in lease income
ASC Topic 842 cash basis lease income reversal
Lease termination
Other income
Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
Change Attributable to:
Increase
(Decrease) Change
% Acquisitions/
Sales
Property Properties Held
in Both Periods
(Note 1)
Year Ended
October 31,
2020
2019
$99,387
28,889
(3,916)
(3,419)
705
5,099
$100,459
32,784
(956)
—
221
4,374
$(1,072)
(3,895)
2,960
(3,419)
484
725
(1.1)%
(11.9)%
309.6%
(100.0)%
219.0%
16.6%
19,542
23,464
29,187
10,643
22,151
23,363
27,930
9,405
(2,609)
101
1,257
1,238
(11.8)%
0.4%
4.5%
13.2%
$(351)
(9)
—
(9)
—
(241)
(264)
(74)
(99)
n/a
303
n/a
$ (721)
(3,886)
2,960
(3,410)
484
966
(2,345)
175
1,356
n/a
(897)
n/a
Non-Operating Income/Expense
Interest expense
Interest, dividends, and other investment income
13,508
398
14,102
403
(594)
(5)
(4.2)%
(1.2)%
Note 1— Properties held in both periods includes only properties owned for the entire periods of 2020 and 2019 and for interest expense the amount also
includes parent company interest expense. All other properties are included in the property acquisition/sales column. There are no properties
excluded from the analysis.
53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Base rents decreased by 1.1% to $99.4 million for the
fiscal year ended October 31, 2020 as compared with
$100.5 million in the comparable period of 2019. The
change in base rent and the changes in other income
statement line items analyzed in the table above were
attributable to:
Property Acquisitions and Properties Sold:
In fiscal 2019, we purchased one property totaling
177,000 square feet, and sold one property totaling
10,100 square feet. In fiscal 2020, we sold two properties
totaling 18,100 square feet. These properties accounted
for all of the revenue and expense changes attributable
to property acquisitions and sales in the year ended
October 31, 2020 when compared with fiscal 2019.
Properties Held in Both Periods:
Revenues
Base Rent
The net decrease in base rents for the fiscal year ended
October 31, 2020, when compared to the corresponding
prior period was predominantly caused by a decrease in
base rent revenue at seven properties related to tenant
vacancies. The most significant of these vacancies were
the vacating of TJ Maxx at our New Milford, CT property,
the vacancy of two tenants at our Bethel, CT property, the
vacancy of three tenants at our Cos Cob, CT property, the
vacancy of two tenants at our Orange, CT property, the
vacancy of five tenants at our Katonah, NY property and
the vacancy caused by the bankruptcy of Modell’s at our
Ridgeway shopping center in Stamford, CT. In addition,
base rent decreased as a result of providing a rent
reduction for the grocery store tenant at our Bloomfield,
NJ property. This net decrease was partially offset by
an increase in base rents at most properties related to
normal base rent increases provided for in our leases, new
leasing at some properties and base rent revenue related
to two new grocery store leases and one junior anchor
lease for which rental recognition began in fiscal 2020.
The new grocery tenants are Whole Foods at our Valley
Ridge shopping center in Wayne, NJ and DeCicco’s
at our Eastchester, NY property. The new junior anchor
tenant is TJX at our property located in Orange, CT.
In fiscal 2020, we leased or renewed approximately
405,000 square feet (or approximately 8.9% of
total GLA). At October 31, 2020, the Company’s
consolidated properties were 90.4% leased (92.9%
leased at October 31, 2019).
54
Tenant Recoveries
For the fiscal year ended October 31, 2020, recoveries
from tenants (which represent reimbursements from
tenants for operating expenses and property taxes)
decreased by a net $3.9 million when compared with the
corresponding prior period. The decrease was the result
of having lower common area maintenance expenses in
fiscal 2020 when compared with fiscal 2019. This decrease
was caused by significantly lower snow removal costs
in the winter of 2020 when compared with the winter
of 2019. In addition, throughout our third and fourth
quarters of fiscal 2020, in response to the COVID-19
pandemic we made a conscious effort to reduce common
area maintenance costs at our shopping centers to help
reduce the overall tenant reimbursement rents charged to
our tenants. In addition, the reduction was caused by a
negative variance relating to reconciliation of the accruals
for real estate tax recoveries billed to tenants in the first
half of fiscal 2019 and 2020. The decrease was further
accentuated by accruing a lower percentage of recovery
at most of our properties as a result of our assessment
that many of our smaller local tenants will have difficulty
paying the full amounts required under their leases as a
result of the COVID-19 pandemic. This assessment was
based on the fact that many smaller tenants’ businesses
were deemed non-essential by the states where they
operate and were forced to close for a portion of fiscal
2020. These net decreases were offset by increased tax
assessments at our other properties held in both periods,
which increases the amount of tax due and the amount
billed back to tenants for those billings.
Uncollectable Amounts in Lease Income
In the fiscal year ended October 31, 2020, uncollectable
amounts in lease income increased by $3.0 million when
compared to fiscal 2019. This increase was predominantly
the result of our assessment of the collectability of existing
non-credit small shop tenants’ receivables given the
ongoing COVID-19 pandemic. Many non-credit small
shop tenants’ businesses were deemed non-essential by
the states where they operate and were forced to close for
a portion of fiscal 2020. Our assessment was based on the
premise that as we emerge from the COVID-19 pandemic,
our non-credit small shop tenants will need to use most
of their resources to re-establish their business footing
and any existing accounts receivable attributable to these
tenants would most likely be uncollectable.
ASC Topic 842 Cash Basis Lease Income Reversals
The Company adopted ASC Topic 842, “Leases” at the
beginning of fiscal 2020. ASC Topic 842 requires amongst
other things, that if the collectability of a specific tenant’s
future lease payments as contracted are not probable of
collection, revenue recognition for that tenant must be
URSTADT BIDDLE PROPERTIES INC.
converted to cash-basis accounting and be limited to the
lesser of the amount billed or collected from that tenant
and in addition, any straight-line rental receivables would
need to be reversed in the period that the collectability
assessment changed to not probable. As a result of
analyzing our entire tenant base, we determined that as a
result of the COVID-19 pandemic 64 tenants’ future lease
payments were no longer probable of collection (7.1% of our
approximate 900 tenants), and as a result of this assessment
in fiscal 2020, we reversed $2.3 million of previously billed
lease income that was uncollected, which represented 2.4%
of our ABR. In addition, as a result of this assessment, we
reversed $1.1 million of accrued straight-line rent receivables
related to these 64 tenants, which equated to an additional
1.1% of our ABR. These reductions are a direct reduction of
lease income in fiscal 2020.
Expenses
Property Operating
In the fiscal year ended October 31, 2020, property
operating expenses decreased by $2.3 million as a result of a
large decrease in snow removal costs and parking lot repairs
in fiscal 2020 when compared with fiscal 2019 and an overall
reduction of other common area maintenance expenses as a
result of COVID-19 pandemic as discussed above.
Property Taxes
In the fiscal year ended October 31, 2020, property tax
expense was relatively unchanged when compared with
the corresponding prior period. In the first half of fiscal
2020, one of our properties received a large real estate tax
expense reduction as a result of a successful tax reduction
proceeding. This decrease was offset by increased tax
assessments at our other properties held in both periods,
which increased the amount of tax due.
Interest
In fiscal year ended October 31, 2020, interest expense
decreased by $897,000 when compared with the
corresponding prior period, as a result of a reduction in
interest expense related to our Facility. In October 2019,
we used a portion of the proceeds from a new series of
preferred stock to repay all amounts outstanding on
our Facility. In addition, the decrease was caused by
our repayment of a mortgage secured by our Rye, NY
properties at the end of fiscal 2019 with available cash,
which reduced interest expense by $183,000.
Depreciation and Amortization
In the fiscal year ended October 31, 2020, depreciation
and amortization increased by $1.4 million when compared
with the prior period, primarily as a result of a write-off of
tenant improvements related to tenants that vacated our
Danbury, CT, Newington, NH, Derby, CT and Stamford,
CT properties in fiscal 2020 and increased depreciation for
tenant improvements for large re-tenanting projects at our
Orange, CT and Wayne, NJ properties.
General and Administrative Expenses
In the fiscal year ended October 31, 2020, general and
administrative expenses increased by $1.2 million when
compared with the corresponding prior period, primarily
as a result of an increase of $1.4 million in restricted stock
compensation expense in the second quarter of fiscal 2020
for the accelerated vesting of the grant value of restricted
stock for our former Chairman Emeritus when he passed
away in the second quarter of fiscal 2020.
55
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Fiscal 2019 vs. Fiscal 2018
The following information summarizes our results of operations for the years ended October 31, 2019 and 2018
(amounts in thousands):
Year Ended
October 31,
2019
2018
Change Attributable to:
Increase
(Decrease) Change
% Acquisitions/
Sales
Property Properties Held
in Both Periods
(Note 2)
Revenues
Base rents
Recoveries from tenants
Uncollectable amounts in lease income
Lease termination
Other income
Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
$100,459
32,784
(956)
221
4,374
$96,943
31,144
(857)
3,795
3,697
$ 3,516
1,640
(99)
(3,574)
677
3.6%
5.3%
11.6%
(94.2)%
18.3%
$2,816
1,091
—
—
270
22,151
23,363
27,930
9,405
22,235
21,167
28,327
9,223
(84)
2,196
(397)
182
(0.4)%
10.4%
(1.4)%
2.0%
990
820
412
n/a
213
n/a
$ 700
549
(99)
(3,574)
407
(1,074)
1,376
(809)
n/a
211
n/a
Non-Operating Income/Expense
Interest expense
Interest, dividends, and other investment income
14,102
403
13,678
350
424
53
3.1%
15.1%
Note 2— Properties held in both periods includes only properties owned for the entire periods of 2019 and 2018 and for interest expense the amount also
includes parent company interest expense. All other properties are included in the property acquisition/sales column. There are no properties
excluded from the analysis.
Base rents increased by 3.6% to $100.5 million in fiscal
2019, as compared with $96.9 million in the comparable
period of 2018. The increase in base rents and the changes
in other income statement line items were attributable to:
Property Acquisitions and Properties Sold:
In fiscal 2018, we purchased three properties totaling
53,700 square feet of GLA. In fiscal 2019, we purchased one
property totaling 177,000 square feet and sold one property
totaling 10,100 square feet. These properties accounted
for all of the revenue and expense changes attributable to
property acquisitions and sales in the fiscal year ended
2019 when compared with fiscal 2018.
Properties Held in Both Periods:
Revenues
Base Rent
The net increase in base rents for the fiscal year ended
2019 when compared to the corresponding prior period,
was predominantly caused by positive leasing activity at
several properties held in both periods accentuated by a
lease renewal with a grocery-store tenant at a significantly
higher rent than the expiring period rent, both of which
created a positive variance in base rent.
56
In fiscal 2019, we leased or renewed approximately
676,000 square feet (or approximately 14.8% of total
consolidated property leasable area). At October 31, 2019,
the Company’s consolidated properties were 92.9% leased
(93.2% leased at October 31, 2018).
Tenant Recoveries
In the fiscal year ended 2019, recoveries from tenants
(which represent reimbursements from tenants for
operating expenses and property taxes) increased by
$549,000 when compared with the corresponding prior
period. This increase was a result of an increase in
property tax expense caused by an increase in property
tax assessments predominantly related to properties
the Company owns in Stamford, CT. This increase was
partially offset by a decrease in property operating
expenses mostly related to a decrease in snow removal
costs at our properties owned in both periods.
Lease Termination Income
In April 2018, we reached agreement with the grocery
tenant at our Newark, NJ property to terminate its 63,000
square foot lease in exchange for a one-time $3.7 million lease
termination payment, which we received and recorded as
revenue in the second quarter of fiscal 2018. Also in March
2018, we leased that same space to a new grocery store
operator who took possession in May 2018. While the rental
rate on the new lease is 30% less than the rental rate on the
terminated lease, we hope that part of this decreased rental
URSTADT BIDDLE PROPERTIES INC.
rate will be recaptured with the receipt of percentage rent in
subsequent years as the store matures and its sales increase.
The new lease required no tenant improvement allowance.
unchanged in the fiscal year ended October 31, 2019
when compared with the corresponding prior period.
Expenses
Property Operating
In the fiscal year ended October 31, 2019, property
operating expenses decreased by $1.1 million when
compared with the corresponding prior period,
predominantly as a result of a decrease in snow removal
costs at our properties owned in both periods.
Property Taxes
In the fiscal year ended October 31, 2019, property
taxes increased by $1.4 million when compared with the
corresponding prior period, as a result of an increase in
property tax assessments for a number of our properties
owned in both periods, specifically those located in
Stamford, CT.
Interest
In the fiscal year ended October 31, 2019, interest
expense increased by a net $211,000 when compared
with the corresponding prior period as a result of the
Company having a larger balance drawn on its Facility
for a large portion of fiscal 2019 when compared with
the corresponding prior periods, offset by mortgage
refinancings at lower interest rates than the refinanced
mortgage notes.
Depreciation and Amortization
In the fiscal year ended October 31, 2019, depreciation
and amortization decreased by $809,000 when compared
with the prior period primarily as a result of increased ASC
Topic 805 amortization expense for lease intangibles in fiscal
year ended October 31, 2018 for a tenant who vacated the
property and whose lease was terminated.
General and Administrative Expenses
General and administrative expense was relatively
Funds from Operations
We consider Funds from Operations (“FFO”) to be
an additional measure of our operating performance.
We report FFO in addition to 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 our 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
our performance. It is helpful as it excludes various items
included in net income that are not indicative of our
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 our 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, 2020, 2019 and 2018 (amounts in thousands):
Year Ended October 31,
2020
2019
2018
Net Income Applicable to Common and Class A Common Stockholders
$ 8,533
$22,128
$25,217
Real property depreciation
Amortization of tenant improvements and allowances
Amortization of deferred leasing costs
Depreciation and amortization on unconsolidated joint ventures
(Gain)/loss on sale of properties
Loss on sale of property of unconsolidated joint venture
22,662
4,694
1,737
1,499
6,047
—
22,668
3,521
1,652
1,505
19
462
22,139
4,039
2,057
1,719
—
—
Funds from Operations Applicable to Common and Class A Common Stockholders
$45,172
$51,955
$55,171
57
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FFO amounted to $45.2 million in fiscal 2020 compared
to $52.0 million in fiscal 2019 and $55.2 million in fiscal 2018.
The net decrease in FFO in fiscal 2020 when compared
with fiscal 2019 was predominantly attributable, among
other things, to:
Decreases:
• A net decrease in base rents for the fiscal year ended
October 31, 2020, when compared to the corresponding
prior period caused by a decrease in base rent revenue
at seven properties related to tenant vacancies offset by
an increase in base rents at most properties related to
normal base rent increases provided for in our leases,
new leasing at some properties and base rent revenue
related to two new grocery store leases and one junior
anchor lease for which rental recognition began in
fiscal 2020. Please see operating expense variance
explanations earlier in this Annual Report.
• An increase in uncollectable amounts in lease
income of $3.0 million. This increase was the result
of our assessment of the collectability of existing
non-credit small shop tenants’ receivables given the
ongoing COVID-19 pandemic. Many non-credit, small
shop tenants’ businesses were deemed non-essential by
the states where they operate and were forced to close
for a portion of our fiscal year, until states loosened
their restrictions and allowed almost all businesses to
re-open, although some with operational restrictions.
Our assessment was based on the premise that as we
emerge from the COVID-19 pandemic, our non-credit,
small shop tenants will need to use most of their
resources to re-establish their business footing, and
any existing accounts receivable attributable to those
tenants would most likely be uncollectable.
• An increase in the write-off of lease income for tenants in
our portfolio whose future lease payments were deemed
to be not probable of collection, requiring us under GAAP
to convert revenue recognition for those tenants to cash-
basis accounting. This caused a write off of previously
billed but unpaid lease income of $2.3 million and the
reversal of accrued straight-line rents receivable for these
aforementioned tenants of $1.1 million.
• A decrease in variable lease income (cost recovery
income) related to the COVID-19 pandemic. In fiscal
2020, we lowered our percentage of recovery at most
of our properties as a result of our assessment that
many of our non-credit, small shop tenants will have
difficulty paying the amounts required under their
leases as a result of the COVID 19 pandemic. This
assessment was based on the fact that many smaller
tenants’ businesses were deemed non-essential by
the states where they operate and temporarily forced
to close.
58
• A decrease in variable lease income (cost recovery
income) related to an over-accrual adjustment in
recoveries from tenants for real estate taxes in the
first quarter of fiscal 2020 versus an under-accrual
adjustment in recoveries from tenants for real estate
taxes in the first quarter of fiscal 2019, which when
combined, resulted in a negative variance in the first
nine months of fiscal 2020 when compared to the same
period of fiscal 2019.
• A net increase in general and administrative expenses
of $1.4 million, predominantly related to an increase
in compensation and benefits expense for the
accelerated vesting of restricted stock grant value
upon the death of our former Chairman Emeritus in
the second quarter of fiscal 2020.
• A net increase in preferred stock dividends of
$861,000 as a result of issuing a new series of
preferred stock in fiscal 2019 and redeeming an
existing series. The new series has a principal value
$35 million higher than the redeemed series which
increased preferred stock dividends by $1.5 million,
which included one month of dividends in fiscal
2019 and a full year in fiscal 2020. The new series
has a lower coupon rate of 5.875% versus 6.75% on
the redeemed series, which reduced preferred stock
dividends by $656,000 in fiscal 2020 when compared
with fiscal 2019.
Increases:
• A $484,000 increase in lease termination income in
fiscal 2020 when compared with the corresponding
prior period.
• A $594,000 decrease in interest expense as a result of
fully repaying our Facility in the fourth quarter of fiscal
2019 with proceeds from our new series of preferred
stock.
• A $446,000 decrease in payments to noncontrolling
interests as a result of redeeming units valued at
$768,000 in fiscal 2020 and a reduction in the amount
of distributions to noncontrolling interests for
distributions based on the reduced dividend on our
Class A Common stock.
• In fiscal 2019 we issued notice of redemption of our
Series G preferred stock and realized preferred stock
redemption charges of $2.4 million.
The net decrease in FFO in fiscal 2019 when compared
with fiscal 2018 was predominantly attributable, among
other things, to:
Decreases:
• The receipt of a $3.7 million one-time lease
termination payment in the second quarter of fiscal
2018 from a grocery store tenant that wanted to
terminate its lease early.
URSTADT BIDDLE PROPERTIES INC.
• An increase of $725,000 in base rent in the third quarter
of fiscal 2018 related to the amortization of a below
market rent in accordance with ASC Topic 805 for a
grocery store tenant who was evicted and whose lease
was terminated at our Passaic property.
• An increase in interest expense as a result of having
a greater amount outstanding on our Facility in the
fiscal year ended 2019 when compared with the
corresponding prior periods.
• $2.4 million in preferred stock redemption charges
relating to our calling our Series G preferred stock for
redemption on October 1, 2019.
• An increase of $539,000 in preferred stock dividends
as a result of having a new series of preferred
stock outstanding for the month of October 2019.
We redeemed our Series G preferred stock on
November 1, 2019.
Increases:
• $403,000 gain on sale of marketable securities in fiscal
2019 when we sold all of our marketable securities.
• Additional net income generated from properties
acquired in fiscal 2018 and fiscal 2019.
• Additional net income generated from increased base
rent revenue for our existing properties, specifically
related to a property where the grocery store tenant
renewed its lease at a significantly higher rent than
the current rent.
Off-Balance Sheet Arrangements
We have six off-balance sheet investments in real
property through unconsolidated joint ventures:
• a 66.67% equity interest in the Putnam Plaza Shopping
Center,
• an 11.792% equity interest in the Midway Shopping
Center L.P.,
• a 50% equity interest in the Chestnut Ridge Shopping
Center,
• a 50% equity interest in the Gateway Plaza shopping
center and the Riverhead Applebee’s Plaza, and
• 20% economic interest in a partnership that owns a
suburban office building with ground level retail.
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 to our consolidated financial statements included in
this Annual Report. Although we have not guaranteed the
debt of these joint ventures, we have agreed to customary
environmental indemnifications and nonrecourse carve-
outs (e.g. guarantees against fraud, misrepresentation and
bankruptcy) on certain loans of the joint ventures. The
below table details information about the outstanding
non-recourse mortgage financings on our unconsolidated
joint ventures (amounts in thousands):
Joint Venture Description
Midway Shopping Center
Putnam Plaza Shopping Center
Gateway Plaza
Applebee’s Plaza
Principal Balance
Location
Scarsdale, NY
Carmel, NY
Riverhead, NY
Riverhead, NY
Original
Balance
$32,000
$18,900
$14,000
$ 2,300
At October 31, Fixed Interest Rate Maturity
2020
$25,700
$18,300
$11,600
$ 1,800
Per Annum
4.80%
4.81%
4.18%
3.38%
Date
Dec 2027
Oct 2028
Feb 2024
Aug 2026
Contractual Obligations
Our contractual payment obligations as of October 31, 2020 were as follows (amounts in thousands):
Mortgage notes payable and other loans
Interest on mortgage notes payable
Capital improvements to properties*
Total Contractual Obligations
Payments Due by Period
Total
$299,434
66,652
7,649
$373,735
2021
$ 7,252
13,043
7,649
$27,944
2022
2023
2024
2025
Thereafter
$55,986
11,775
—
$ 6,233
10,281
—
$25,000
8,832
—
$86,295
6,252
—
$67,761
$16,514
$33,832
$92,547
$118,668
16,469
—
$135,137
*Includes committed tenant-related obligations based on executed leases as of October 31, 2020.
We have various standing or renewable service contracts with vendors related to property management. In addition,
we also have 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.
59
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER
CONDITION AND RESULTS OF OPERATIONS
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, 2020. 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, 2020. The Company’s independent registered public accounting firm, PKF 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.
60
URSTADT BIDDLE PROPERTIES INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Board of Directors and Shareholders of Urstadt Biddle Properties Inc.
Opinion on Internal Control over Financial Reporting
We have audited Urstadt Biddle Properties Inc.’s (the “Company”) internal control over financial reporting as of
October 31, 2020, based on criteria established in Internal Control–Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of October 31, 2020, based on criteria established
in Internal Control–Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the consolidated balance sheets of the Company as of October 31, 2020 and 2019, 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, 2020, and our report dated January 12, 2021, expressed an unqualified
opinion thereon.
Basis for Opinion
The Company’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 are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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 of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit
also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
/s/PKF O’Connor Davies, LLP
New York, New York
January 12, 2021
61
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
QUANTITATIVE AND QUALITATIVE DISCLOSURES
CONDITION AND RESULTS OF OPERATIONS
ABOUT MARKET RISK
We are exposed to interest rate risk primarily through our borrowing activities, which include fixed-rate mortgage
debt and, in limited circumstances, variable rate debt. As of October 31, 2020, we had total mortgage debt and
other notes payable of $299.4 million, $297.7 million for which interest was based on fixed-rate, inclusive of variable
rate mortgages that have been swapped to fixed interest rates using interest rate swap derivatives contracts, and
$1.7 million of which interest was based on a variable rate (see below).
Our fixed-rate debt presents 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 our
future financing requirements.
To reduce our exposure to interest rate risk on variable-rate debt, we use interest rate swap agreements, for example,
to convert some of our variable-rate debt to fixed-rate debt. As of October 31, 2020, we had eight open derivative
financial instruments. These interest rate swaps are cross collateralized with mortgages on properties in Ossining, NY,
Yonkers, NY, Orangeburg, NY, Brewster, NY, Stamford, CT, Greenwich CT, Darien, CT and Dumont, NJ. The Ossining
swap expires in August 2024, the Yonkers swap expires in November 2024, the Orangeburg swap expires in October
2024, the Brewster swap expires in July 2029, the Stamford swap expires in July 2027, the Greenwich swaps expire in
October 2026, the Darien swap expires in April 2029 and the Dumont, NJ swap expires in August 2028, in each case
concurrent with the maturity of the respective mortgages. All of the aforementioned derivatives contracts are adjusted
to fair market value at each reporting period. We have concluded that all of the aforementioned derivatives contracts
are effective cash flow hedges as defined in ASC Topic 815. We are required to evaluate the effectiveness at inception
and at each reporting date. As a result of the aforementioned derivatives contracts being effective cash flow hedges all
changes in fair market value are recorded directly to stockholders equity in accumulated comprehensive income and
have no effect on our earnings.
Under existing guidance, the publication of the LIBOR reference rate was to be discontinued beginning on or around
the end of 2021. However, the ICE Benchmark Administration, in its capacity as administrator of USD LIBOR, has
announced that it intends to extend publication of USD LIBOR (other than one-week and two-month tenors) by 18
months to June 2023. Notwithstanding this possible extension, a joint statement by key regulatory authorities calls on
banks to cease entering into new contracts that use USD LIBOR as a reference rate by no later than December 31, 2021.
We have good working relationships with each of the lenders to our notes, who are also the counterparties to our swap
contracts. We understand from our lenders and counterparties that their goal is to have the replacement reference rate
under the notes match the replacement rates in the swaps. If this were achieved, we believe there would be no effect
on our financial position or results of operations. However, because this will be the first time any of the reference rates
for our promissory notes or our swap contracts will cease to be published, we cannot be sure how the replacement
rate event will conclude. Until we have more clarity from our lenders and counterparties, we cannot be certain of the
impact on the Company.
62
URSTADT BIDDLE PROPERTIES INC.
At October 31, 2020, we had $35.0 million outstanding on our Facility, which bears interest at LIBOR plus 1.35%.
If interest rates were to rise 1%, our interest expense as a result of the variable rate would increase by any amount
outstanding multiplied by 1% annum.
In addition, we purchased a property in March of fiscal 2018 and financed a portion of the purchase price with
unsecured notes held by the seller of the property. The unsecured notes require the payment of interest only. $1.5
million of the notes bear interest at a fixed rate of 5.05% and $1.7 million of the notes bear interest at a variable rate of
interest based on the level of our Class A Common stock dividend, currently 2.88% as of October 31, 2020. If the level
of our Class A Common dividend rises, it will increase the interest rate on the $1.7 million in notes.
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, 2020 (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,
2021
2022
2023
2024
2025 Thereafter
Estimated
Total Fair Value
$7,252
$55,986
$6,233 $25,000 $86,295
$118,668
$299,434
$316,483
n/a
4.42%
n/a
4.14%
3.95%
4.00%
4.07%
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There were no changes in, or any disagreements with, the Company’s independent registered public accounting firm
on accounting principles and practices or financial disclosure during the years ended October 31, 2020 and 2019.
63
FINANCIAL STATEMENTS
PERFORMANCE GRAPH
The following graph compares, for the five-year period beginning October 31, 2015 and ended October 31, 2020,
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, NAREIT Equity Shopping Centers Total Return Index
(both peer group indexes) 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
FTSE Nareit Equity Shopping Centers
10/15
100.00
100.00
100.00
100.00
100.00
10/16
104.43
112.27
104.51
108.06
105.05
10/17
114.07
119.15
129.21
117.56
84.31
10/18
114.68
114.95
138.70
119.88
85.49
10/19
135.83
148.03
158.57
148.90
102.13
10/20
65.35
61.15
173.97
123.59
51.01
The stock price performance shown on the graph is not necessarily indicative of future price performance.
64
NON-GAAP FINANCIAL MEASURES RECONCILIATIONS
URSTADT BIDDLE PROPERTIES INC.
Funds from Operations (“FFO”)
The Company considers FFO to be an additional
measure of our operating performance. We report
FFO in addition to 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 the Company’s
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 our 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 our 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 tables below provide a reconciliation of net
income applicable to Common and Class A Common
Stockholders in accordance with GAAP to FFO for each of
the fiscal years ended October 31, 2020, 2019, 2018, 2017
and 2016.
Reconciliation of Net Income Available to Common and Class A Common Stockholders
Fiscal Year Ended October 31,
2020
2019
2018
2017
2016
Net Income Applicable to Common and Class A Common Stockholders
Real property depreciation
Amortization of tenant improvements and allowances
Amortization of deferred leasing costs
Depreciation and amortization on unconsolidated joint ventures
(Gain)/loss on sale of properties
Loss on sale of property of unconsolidated joint venture
Funds from Operations Applicable to Common and
Class A Common Stockholders
$ 8,533
22,662
4,694
1,737
1,499
6,047
—
$22,128
22,668
3,521
1,652
1,505
19
462
$25,217
22,139
4,039
2,057
1,719
—
—
$ 33,898
20,505
4,448
1,468
1,618
(18,734)
—
$19,436
18,866
3,517
557
1,589
(362)
—
$45,172
$51,955
$55,171
$ 43,203
$43,603
Funds from Operations (Diluted) Per Share:
Common
Class A Common
$1.06
$1.19
$1.22
$1.37
$1.30
$1.47
$1.02
$1.15
$1.10
$1.25
Weighted Average Number of Shares Outstanding (Diluted):
Common and Common Equivalent
Class A Common and Class A Common Equivalent
9,385
29,576
9,349
29,654
9,114
29,513
9,026
29,503
8,910
27,112
65
NON-GAAP FINANCIAL MEASURES RECONCILATIONS
FINANCIAL STATEMENTS
Same Property Net Operating Income (“NOI”)
We present Same Property Net Operating Income
(“Same Property NOI”), which is a non-GAAP financial
measure. Same Property NOI excludes from Net
Operating Income (“NOI”) properties that have not been
owned for the full periods presented. The most directly
comparable GAAP financial measure to NOI is operating
income. To calculate NOI, operating income is adjusted
to add back depreciation and amortization, general and
administrative expense, interest expense, amortization
of above and below-market lease intangibles and
to exclude straight-line rent adjustments, interest,
dividends and other investment income, equity in net
income of unconsolidated joint ventures, and gain/loss
on sale of operating properties.
We use Same Property NOI internally as a
performance measure and believe Same Property NOI
provides useful information to investors regarding our
financial condition and results of operations because it
reflects only those income and expense items that are
incurred at the property level. Our management also
uses Same Property NOI to evaluate property level
performance and to make decisions about resource
allocations. Further, we believe Same Property NOI
is useful to investors as a performance measure
because, when compared across periods, Same Property
NOI reflects the impact on operations from trends
in occupancy rates, rental rates and operating costs
on an unleveraged basis, providing perspective not
immediately apparent from income from continuing
operations. Same Property NOI excludes certain
components from net income attributable to Urstadt
Biddle Properties Inc. in order to provide results that are
more closely related to a property’s results of operations.
For example, interest expense is not necessarily linked
to the operating performance of a real estate asset and
is often incurred at the corporate level as opposed
to the property level. In addition, depreciation and
amortization, because of historical cost accounting and
useful life estimates, may distort operating performance
at the property level. Same Property NOI presented
by us may not be comparable to Same Property
NOI reported by other REITs that define Same Property
NOI differently.
66
URSTADT BIDDLE PROPERTIES INC.
Same Property Net Operating Income (in thousands, except for number of properties and percentages) as follows:
Number of Properties (Note 4)
Revenue (Note 2):
Base Rent (Note 3)
Uncollectable amounts in lease income—same property
ASC Topic 842 cash-basis lease income
reversal—same property
Recoveries from tenants
Other property income
Expenses:
Property operating
Property taxes
Other non-recoverable operating expenses
Same Property Net Operating Income
Year Ended
October 31,
Three Months Ended
October 31,
2020
2019 Change
2020
2019 Change
%
%
74
74
$ 92,141
(3,802)
$ 95,700
(956)
-3.7%
297.7%
$ 22,391
(312)
$24,102
(237)
-7.1%
31.6%
(2,306)
27,827
852
—
31,706
984
114,712 127,434
10,834
22,642
1,696
35,172
$ 79,450
13,232
22,585
1,824
37,641
$ 89,793
100.0%
-12.2%
-13.4%
-10.0%
-18.1%
0.3%
-7.0%
-6.6%
-11.4%
(548)
7,507
89
29,127
—
7,847
159
31,871
2,575
5,648
402
8,625
$ 20,502
3,239
5,546
471
9,256
$22,615
100.0%
-4.3%
-44.0%
-8.6%
-20.5%
1.8%
-14.6%
-6.8%
-9.3%
Reconciliation of Same Property NOI to
Most Directly Comparable GAAP Measure:
Other non-same property net operating income
Other Interest income
Other Dividend income
Consolidated lease termination income
Consolidated amortization of above and below market leases
Consolidated straight-line rent income
Equity in net income of unconsolidated joint ventures
Taxable REIT subsidiary income/(loss)
Solar income/(loss)
Storage income/(loss)
Gain on sale of marketable securities
Interest expense
General and administrative expenses
Provision for tenant credit losses
Provision for tenant credit losses—same property
ASC Topic 842 cash-basis lease income reversal
ASC Topic 842 cash-basis lease income reversal—same property
Directors fees and expenses
Depreciation and amortization
Adjustment for intercompany expenses and other
Total other—net
Income from continuing operations
Gain (loss) on sale of real estate
Net income
Net income attributable to noncontrolling interests
Net income attributable to Urstadt Biddle Properties Inc.
1,850
428
182
705
706
2,641
1,433
920
(72)
979
258
(13,508)
(10,643)
(3,916)
3,802
(2,327)
2,306
(373)
(29,187)
(3,607)
(47,423)
32,117
(6,047)
26,070
(3,887)
$ 22,183
2,174
489
97
221
614
914
1,241
96
(226)
937
403
(14,102)
(9,405)
(956)
956
—
—
(346)
(27,930)
(3,338)
(48,161)
41,632
(19)
41,613
(4,333)
$ 37,280
-22.9%
-37.4%
-40.5%
456
93
—
245
183
898
273
201
20
265
—
(3,385)
(2,148)
(426)
312
(551)
548
(86)
(7,600)
(695)
(11,397)
9,105
(5,719)
3,386
(886)
$ 2,500
708
221
—
27
166
242
234
(126)
(32)
244
—
(3,495)
(2,256)
(237)
237
—
—
(81)
(7,002)
(829)
(11,979)
10,636
(428)
10,208
(1,038)
$ 9,170
-14.4%
-66.8%
-72.7%
Same Property Operating Expense Ratio (Note 1)
83.1%
88.5%
-5.4%
91.3%
89.3%
2.0%
Note 1—Represents the percentage of property operating expense and real estate tax expense recovered from tenants under operating leases.
Note 2—Excludes straight-line rent, above/below market lease rent and lease termination income.
Note 3— Base rents for the three months and fiscal year ended October 31, 2020 are reduced by approximately $854,000 and $3.4 million, respectively,
in rents that were deferred and approximately $934,000 and $1.4 million, respectively, in rents that were abated as a result of COVID-19.
Note 4—Includes only properties owned for the entire period of both periods presented.
67
FINANCIAL STATEMENTS
DIRECTORS
KEVIN J. BANNON
Director
PGIM Retail Mutual Funds
CATHERINE U. BIDDLE
Executive Vice President
Urstadt Property Company, Inc.
WILLING L. BIDDLE
President and
Chief Executive Officer
Urstadt Biddle Properties Inc.
NOBLE O. CARPENTER, JR.
(cid:51)(cid:69)(cid:78)(cid:73)(cid:79)(cid:82)(cid:0)(cid:45)(cid:65)(cid:78)(cid:65)(cid:71)(cid:73)(cid:78)(cid:71)(cid:0)(cid:36)(cid:73)(cid:82)(cid:69)(cid:67)(cid:84)(cid:79)(cid:82)(cid:0)
(cid:34)(cid:65)(cid:78)(cid:89)(cid:65)(cid:78)(cid:0)(cid:51)(cid:84)(cid:82)(cid:69)(cid:69)(cid:84)(cid:0)Capital,
(cid:65)(cid:0)(cid:82)(cid:69)(cid:65)(cid:76)(cid:0)(cid:69)(cid:83)(cid:84)(cid:65)(cid:84)(cid:69)(cid:0)(cid:73)(cid:78)(cid:86)(cid:69)(cid:83)(cid:84)(cid:77)(cid:69)(cid:78)(cid:84)(cid:0)(cid:70)(cid:73)(cid:82)(cid:77)
BRYAN O. COLLEY
Principal of entities that own
and operate multiple McDonalds
restaurants
RICHARD GRELLIER
Managing Director
Deutsche Bank Securities Inc.
ROBERT J. MUELLER
Retired Senior Executive
Vice President
The Bank of New York
WILLIS H. STEPHENS, JR.
Principal
Stephens Law Firm PLLC
CHARLES D. URSTADT
Chairman
Urstadt Biddle Properties Inc.
OFFICERS
CHARLES D. URSTADT
Chairman
WILLING L. BIDDLE
President and
Chief Executive Officer
JOHN T. HAYES
Senior Vice President(cid:12)
Chief Financial Officer
(cid:65)(cid:78)(cid:68)(cid:0)(cid:52)(cid:82)(cid:69)(cid:65)(cid:83)(cid:85)(cid:82)(cid:69)(cid:82)
STEPHAN A. RAPAGLIA
Senior Vice President,
Chief Operating Officer,
Real Estate Counsel and
Assistant Secretary
MIYUN SUNG
Senior Vice President,
Chief Legal Officer and
Secretary
JAMES M. ARIES
Senior Vice President
Director of Acquisitions
68
LINDA LACEY
Senior Vice President
Director of Leasing
ANDREW ALBRECHT
Vice President
Director of Management
and Construction
JOSEPH ALLEGRETTI
Vice President
Leasing
NICHOLAS CAPUANO
Vice President and
Real Estate Counsel
DIANE MIDOLLO
Vice President and Controller
SUZANNE MOORE
Vice President(cid:0)(cid:65)(cid:78)(cid:68)(cid:0)(cid:36)(cid:73)(cid:82)(cid:69)(cid:67)(cid:84)(cid:79)(cid:82)(cid:0)(cid:79)(cid:70)
(cid:33)(cid:67)(cid:67)(cid:79)(cid:85)(cid:78)(cid:84)(cid:83)(cid:0)(cid:50)(cid:69)(cid:67)(cid:69)(cid:73)(cid:86)(cid:65)(cid:66)(cid:76)(cid:69)
SUZANNE CRISCITELLI
(cid:33)(cid:83)(cid:83)(cid:73)(cid:83)(cid:84)(cid:65)(cid:78)(cid:84)(cid:0)(cid:54)(cid:73)(cid:67)(cid:69)(cid:0)(cid:48)(cid:82)(cid:69)(cid:83)(cid:73)(cid:68)(cid:69)(cid:78)(cid:84)(cid:15)(cid:44)(cid:69)(cid:65)(cid:83)(cid:69)(cid:0)(cid:0)
(cid:33)(cid:68)(cid:77)(cid:73)(cid:78)(cid:73)(cid:83)(cid:84)(cid:82)(cid:65)(cid:84)(cid:73)(cid:79)(cid:78)
STEVE DUDZIEC
Assistant Vice President
Leasing
ELLEN HANRAHAN
Assistant Vice President and
Assistant Secretary
JANINE IAROSSI
Assistant Vice President
Insurance and
Benefit(cid:83) Administrator
MARY MURRAY
Assistant Vice President and
Director of Operations
MONICA ROTH
Assistant Vice President
Environmental Project Manager(cid:12)(cid:0)
(cid:45)(cid:65)(cid:78)(cid:65)(cid:71)(cid:69)(cid:77)(cid:69)(cid:78)(cid:84)(cid:0)(cid:0)(cid:0)(cid:65)(cid:78)(cid:68)(cid:0)(cid:0)(cid:0)(cid:35)(cid:79)(cid:78)(cid:83)(cid:84)(cid:82)(cid:85)(cid:67)(cid:84)(cid:73)(cid:79)(cid:78)
BRENDAN SHANLEY
Assistant Vice President
Director of Property
Management(cid:0)(cid:0)(cid:0)(cid:65)(cid:78)(cid:68)(cid:0)(cid:0)(cid:0)(cid:35)(cid:79)(cid:78)(cid:83)(cid:84)(cid:82)(cid:85)(cid:67)(cid:84)(cid:73)(cid:79)(cid:78)
KUBBY TISCHLER
Assistant Vice President
Acquisitions(cid:0)(cid:65)(cid:78)(cid:68)
(cid:52)(cid:69)(cid:67)(cid:72)(cid:78)(cid:79)(cid:76)(cid:79)(cid:71)(cid:89)(cid:0)(cid:47)(cid:70)(cid:70)(cid:73)(cid:67)(cid:69)(cid:82)
CORPORATE INFORMATION
Securities Traded
Investor Relations
New York Stock Exchange Symbols: UBA, UBP,
UBPPRH and UBPPRK Stockholders of Record as
of December 31, 2020:
Common Stock: 519 and
Class A Common Stock: 585
Investors desiring information about the Company
can contact Laura Santangelo, in our Investor
Relations Department, telephone (203) 863-8225.
Investors are also encouraged to visit our website at:
www.ubproperties.com
Annual Meeting
The annual meeting of stockholders will
be on March 17, 2021 conducted live via audio
webcast at 2:00 P.M., Eastern Time via
www.virtualshareholdermeeting.com/UBA2021.
Form 10-K
A copy of the Company’s 2020 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, Shareholder
Services at Computershare, P.O. Box 505000,
Louisville, KY 40233-5000 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 Miyun Sung,
Secretary, telephone (203) 863-8200.
Independent Registered Public
Accounting Firm
PKF 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)
321 Railroad Avenue
Greenwich, CT 06830
Above: Marshalls, a division of TJX Companies,
Meadtown Shopping Center, Kinnelon, New Jersey
Left: New DeCicco and Sons Supermarket at
DeCicco’s Plaza, Eastchester, New York
Below: Inside our new Whole Foods
Market at our Valley Ridge Shopping Center,
Wayne, New Jersey