2021 ANNUAL REPORT
(In Millions)
(In Millions)
52 CONSECUTIVE
YEARS OF
UNINTERRUPTED
DIVIDENDS.
$140
$130
$120
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
$140
$130
$120
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Revenues Funds From Operations Common & Class A Dividends Paid
Revenues Funds From Operations Common & Class A Dividends Paid
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
Revenues Funds From Operations Common & Class A Dividends Paid
(In Millions)
$140
$130
$120
$110
$100
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
(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
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Revenues Funds From Operations Common & Class A Dividends Paid
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
(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
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 the
northeastern part of the United States with a concentration in the Metropolitan New York
tri-state area outside of the City of New York.
Class A Common Shares, Common Shares, Series 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.”
CONTENTS
Selected Financial Data
Letter to Our Stockholders
Map of Investment Properties
Investment Portfolio
1
2
8
12
Financials
Management’s Discussion and Analysis of
Financial Condition and Results of Operations 40
13
Directors and Officers
68
High Ridge Shopping Center,
Stamford, CT
SELECTED FINANCIAL DATA
(Amounts in thousands, except share data)
Year Ended October 31,
2021
2020
2019
2018
2017
Balance Sheet Data:
Total Assets
Revolving Credit Lines and Unsecured Term Loan
Mortgage Notes Payable and Other Loans
Preferred Stock Called for Redemption
$973,852
$ —
$296,449
$ —
$1,010,179
$ 35,000
$ 299,434
$ —
$1,072,304
$ —
$ 306,606
$ 75,000
$996,713
$1,008,233
$ 4,000
$ 28,595
$297,071
$ 293,801
— —
$
$
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
$135,581
$ 126,745
$ 136,882
$ 135,352
$123,560
$101,716
$ 100,604
$ 101,630
$ 100,320
$ 91,774
$ 50,928
$ 26,070
$ 41,613
$ 42,183
$ 55,432
$.89
$.80
$.88
$.79
$.74
$.66
$.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
$ 73,669
$(445)
$(89,962)
$ 61,883
$(18,820)
$(96,347)
$ 72,317
$(14,739)
$ 26,216
$ 71,584
$(20,540)
$(49,433)
$ 62,995
$ 18,761)
$ (80,353)
Funds from Operations (Note)
$ 52,251
$ 45,172
$ 51,955
$ 55,171
$ 43,203
TOTAL REVENUES
(In thousands)
FUNDS FROM OPERATIONS
(In thousands)
COMBINED DIVIDENDS PAID
ON COMMON AND
CLASS A COMMON SHARES
’17
’18
’19
’20
’21
’17
’18
’19
’20
’21
’17
’18
’19
’20
’21
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 66. 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.
2
3
0
,
3
3
$
0
0
2
,
3
4
$
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1
,
8
3
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3
4
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$
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60000
50000
40000
30000
20000
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0
2.5
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120000
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LETTER TO OUR STOCKHOLDERS
THE PAST TWO YEARS have proven why our
long-term plan of owning and operating open-air
neighborhood grocery-anchored shopping centers
in one of the best suburban markets in the United
States is an excellent strategy. We implemented this
approach about 30 years ago and have systematically
built an irreplaceable portfolio in the wealthy,
densely-populated suburbs of New York City.
Whether in response to the financial crisis of
2008, the rise of online
shopping, or the continuing
pandemic, our properties
have proven to be defensive
and solid performers.
While COVID-19 has been
a disruptor to some of our
tenants’ businesses, our
grocery stores, pharmacies
and warehouse clubs have
largely thrived, and other
retailers want to locate their
businesses near these “high
frequency” anchor tenants,
which produce predictable
daily foot traffic. Our
properties in the New York
City suburbs have benefited
from the pandemic-
induced, urban-to-suburban
migration trend, but we
are confident that New
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
York will continue to rebound as the greatest city in
America. The city’s suburbs offer a great quality of
life in beautiful historic towns where it is difficult
to develop competing shopping centers. Moreover,
we have an excellent, long-tenured team that has
great knowledge of the area (and our properties, of
course) and an unparalleled ability to uncover new
opportunities for us.
2
In the past two years, our stock has taken the wildest
ride in our 50 plus-year history. The stock market
offers differing opinions and views of the future, but
uncertainty or misunderstanding can fuel irrational
activity. 86% of our GLA is located in properties
anchored by grocery stores, wholesale clubs and
pharmacies, and these essential businesses have
generally experienced a surge in sales. As a result of
the foot traffic driven by these types of anchor tenants,
there is regular demand from other retail and service
businesses to rent stores at our properties. Regardless
of what is happening in the world, people need to buy
food. Because the margins on store-based grocery sales
are higher than the margins from home delivery sales,
brick-and-mortar grocery stores are an irreplaceable
business model. Add to that the difficulty of building
new stores in our market, shareholders should
understand that we are in a position of strength.
Our top priority during the pandemic has been to
proactively work with our tenants to help them
get through this crisis.
Approximately one-third of
our tenants received some
form of financial assistance
from us during the initial
year of the pandemic when
lockdowns were imposed.
Additionally, the physical
layout of our open-air
properties has made it possible
for us to accommodate the
surge in curbside pickup, click and collect programs
and outdoor dining for those tenants desiring it. While
the vast majority of our tenants are once again prospering
on their own, we continue to work with those tenants
still affected by the pandemic on a case-by-case basis.
In some situations, we may choose to re-lease a space
in order to improve the vibrancy and economics of our
properties, a choice that we have an increasing ability to
make as demand for space at our properties is growing.
SUZANNE MOORE
Vice President and Director of
Accounts Receivable
OCTOBER 2021 ANNUALIZED BASE RENT BY CATEGORY
Grocery/Pharmacy/Warehouse
Quick Service Restaurant
Personal Services
Medical
Fitness
Full Restaurant
Banks
TJX Stores (TJX, Marshall’s, Home Goods)
Business Services
Apparel
Hobby/Game
Liquor/Wines
Off Price
Office/Communications
Home
Other Retail
Dry Cleaners/Laundromat
Pet
Apartments/Office
Day Care Center/Children’s Play
Automotive/Home Improvement
Entertainment
29%
8%
6%
6%
5%
5%
5%
4%
4%
4%
3%
3%
3%
3%
2%
2%
2%
2%
2%
1%
1%
0.2%
There are a few categories of tenants that are still
feeling the effects of COVID:
• small-scale gyms and specialty health clubs
• large full-service restaurants, particularly if lacking
outdoor dining
• day care facilities
• dry cleaners
• personal services, such as therapeutic massage
facilities and nail and hair salons
Although the pandemic caused our leased rate to
drop approximately 3% below our historical average,
demand for space has rebounded and we have a
strong pipeline of tenants with signed leases as well
as prospective tenants with leases in negotiation.
In 2021, we increased our leased rate by almost 2%.
We are now collecting approximately 97% of
our monthly billed rents, despite the rent assistance
we continue to provide to some of our tenants.
OCTOBER 2021 RENT COLLECTIONS BY CATEGORY
Apparel
Off Price
Grocery/Pharmacy/Warehouse
Medical
Other Retail
TJX Stores (TJX, Marshall’s, Home Goods)
Home
Banks
Office/Communications
Quick Service Restaurant
Hobby/Game
Liquor/Wines
Automotive/Home Improvement
Business Services
Pet
Full Restaurant
Personal Services
Apartments/Office
Dry Cleaners/Laundromat
Day Care Center/Children’s Play
Fitness
Entertainment
100%
100%
100%
100%
100%
99%
99%
99%
99%
98%
94%
93%
92%
91%
88%
88%
87%
86%
79%
78%
76%
73%
3
In 2021, year-over-year
gross revenues rose
approximately 7.0%
to $135.6 million, as a
result of decreased rent
concessions, improving
collections, improving
occupancy and the
lessening financial impact
of COVID-19 on our
tenants. Funds from
operations1 rose 15.7%
to $52.3 million, or
$1.36 per diluted Class A
JOHN T. HAYES
Senior Vice President, Chief
Financial Officer and Treasurer
Common share. We also increased our dividend back
to 84.8% of its pre-pandemic level and now have a
very comfortable payout ratio of 69.9%, which ratio
should continue to decrease based on our 2022 income
projections. We know how important the dividend is to
our shareholders, and we will do our best to increase
it in the future as our tenants’ businesses continue to
improve and the revenue and cash flow from new leases
grows. Our debt-to-book assets is one of the lowest of
CHRISTOPHER PEREZ
Vice President and Controller
Pompton Lakes Town Square,
Pompton Lakes, NY
LINDA LACEY
Senior Vice President
Director of Leasing
ANDREW ALBRECHT
Vice President
Director of Management
and Construction
4
1 A reconciliation of GAAP net income to FFO is provided in the
“Non-GAAP Financial Measures Reconciliations” at the end of
this Annual Report.
any comparable REIT at 30%, and we have no
mortgages maturing within the next year that
are not already in the process of being re-financed
at a lower rate.
DEVELOPMENTS
We completed the first phase of our Pompton Lakes,
NJ redevelopment with the opening of a new 30,000
square foot Lidl supermarket, and we are preparing to
commence construction of the second phase, which
is a 3-story, 60,000 square
foot self-storage facility
over retail space.
In January 2021, we
completed the construction
THE DOCK,
STRATFORD, CT
JOSEPH ALLEGRETTI
Vice President
Leasing
NEWFIELD GREEN,
STAMFORD, CT
THE HUB CENTER,
BETHEL, CT
of our 5-story, 90,000 square foot self-storage facility
in Stratford, CT, which has already reached 52%
occupancy. In addition, this development included the
construction of two new retail pad sites, one of which
is completed and occupied by Chipotle and Golden
Krust. The other is entitled and pre-leased to Starbucks.
We completed a Phillips 66 fueling station and
convenience store at our Newfield Green property
in Stamford, CT.
NICHOLAS CAPUANO
Vice President and
Real Estate Counsel
JAMES M. ARIES
Senior Vice President
Director of Acquisitions
A new La Placita supermarket, part of a 6-store
regional chain, opened a 20,000 square foot
supermarket at our Bethel, CT property.
Our portfolio encompasses 482 acres of land within
one of the best real estate markets in the country. We
have approximately nine pad sites or other expansions
in various stages of development, and we are
studying multiple opportunities to add multi-family
components in underutilized areas of our properties.
PROPERTY ACQUISITIONS AND DISPOSITIONS
We are in contract to purchase a 180,000 square foot
shopping center in Shelton, CT. This 95%-occupied
shopping center is anchored by a 60,000 square
foot Stop & Shop supermarket, Fitness Edge, Hartford
Health, Hawley Lane Shoes and Burger King.
4
5
We continued to prune our portfolio and sold
our Newington Park, NH shopping center, a
free-standing day care center and a free-standing
restaurant property that no longer met our
investment criteria. The sale of Newington Park
completed our program of disposing legacy
properties located outside the NYC suburbs, but
we plan to continue selectively selling non-grocery-
anchored properties that no longer fit our investment
criteria. With the expected acquisition of the
Shelton, CT property, our combined acquisition and
disposition activity will have caused the percentage
of our GLA anchored by grocery, pharmacy and
warehouse clubs to increase to over 87%. We now
only have three properties over 50,000 square feet
that are not anchored by a high-volume anchor, and
the balance of the portfolio consists of quality street
retail, small office properties and bank branches in
affluent Fairfield and Westchester towns. We are also
in contract to sell two small net-leased restaurant
properties, further refining our investment strategy
to owning only grocery, pharmacy or wholesale club
anchored properties in the suburban communities
that surround New York City. Those sales should close
early in fiscal 2022.
Ridgeway Shopping Center,
Stamford, CT
6
7
SOLAR AND ENVIRONMENTAL
SUSTAINABILITY
We continue to actively pursue opportunities to
improve the environmental sustainability of our
properties. Not only is it the right thing to do, but we
are able to profitably invest in energy efficiency and
solar power generation facilities at our properties, in
part as a result of available state and federal financial
incentives. These initiatives include:
• installing LED parking lot lights at many of our
properties
• installing solar photovoltaic projects on many of
our shopping center rooftops to power individual
tenant spaces or common area electricity needs
WILLING L. BIDDLE
CHARLES D. URSTADT
OUTLOOK
Once again, grocery-anchored shopping centers
have proven to be a wise choice for real estate
investors. Our tenants were tested during the early
days of the pandemic, but have been gaining
strength and even growing again. Retail vacancies
are decreasing, and leverage is shifting back to
landlords. The pandemic is an event that has separated
the wheat from the chaff in terms of both tenants
and property owners. While more highly-leveraged
property owners with less desirable portfolios and
less experienced teams may continue to struggle,
we are emerging from the pandemic from a position
of strength with increased opportunities to
acquire properties.
We remain fortunate to have a superb team of
professionals who are experts in their field, as well
as a highly-experienced and dedicated Board of
Directors. Our team has a great entrepreneurial
attitude and an enviable portfolio of properties to
work with. We greatly appreciate the efforts of our
team and the continued support of our shareholders.
WILLING L. BIDDLE
President and Chief Executive Officer
CHARLES D. URSTADT
Chairman
January 2022
6
7
MAASSA CHUSET TS
US
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
LI TC HF IEL D
3 Newfield Green
Stamford
3 970 High Ridge Road
Stamford
NEW YORK
PUTN AM
13
14
ESTETER
WEST CH ESTER
15
16
PA S S AI C
ROC KLAN D
20
21
32
17
18
19
34
35
33
36
BEERRG
BERGEN
25
31
30
28
26
24
22
23
MO RRI S
NE W J ERSEY
37
29
27
XX
ES S EX
38
39
40
UNUNUNUNUNUNUNNNUNUNUNUNUN IIO
ON
8
8
7
6
CONNECTICUT
9
NEW H AV EN
11
12
10
F
FA I RF IEL D
5
4
3
2
1
SUFFOL K
41
LONG I SLAND
MAASSA CHUSET TS
US
3 High Ridge Shopping Center
Stamford
4 Goodwives Shopping Center
Darien
5 Fairfield Centre
Fairfield
LITCHF IEL D
6 Ridgefield Center
Ridgefield
6 470 Main Street
Ridgefield
7 Airport Plaza
Danbury
8
7
CONNECTICUT
PUTN AM
13
14
9
NEW HAVEN
WEST CH ESTER
ESTETER
6
15
16
11
12
10
FAIRFI ELD
F
5
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
SUFFOL K
41
LONG I SLAN D
11 Aldi Square
Derby
12 Orange Meadows Shopping Center
Orange
13 Carmel ShopRite Center
Carmel
13 Putnam Plaza
Carmel
9
NEW YO RK
PA S S A I C
34
35
33
BER G EN
BEERR G
25
RO C KL AN D
17
18
19
20
21
32
31
30
28
26
24
22
23
4
3
2
1
MO R RI S
37
29
27
NE W JER SEY
36
ES S EX
XX
38
39
40
UNUNUNUNUNUNUNNNUNUNUNUNUN II O
ON
14 Lakeview Shopping Center
Brewster
15 Towne Centre Shopping Center
Somers
15 Somers Commons
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
Orangeburg
22 Harrison Market Square
Harrison
23 Pelham Manor Plaza
Pelham
24 DeCicco’s Plaza
Eastchester
24 Eastchester Plaza
Eastchester
24 People’s United Bank
Bronxville
25 Midway Shopping Center
Scarsdale
25 Tanglewood Shopping Center
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
Montvale
33 Cedar Hill Shopping Center
Wyckoff
33 Midland Park Shopping Center
Midland Park
34 Meadtown Shopping Center
Kinnelon
35 Pompton Lakes Town Square
Pompton Lakes
36 Boonton Acme Shopping Center
Boonton
37 Valley Ridge Shopping Center
Wayne
38 Bloomfield Crossing
Bloomfield
39 Ferry Plaza
Newark
40 Village Shopping Center
New Providence
41 Gateway Plaza
Riverhead
11
2 Old Greenwich
39,000 Kings Supermarket
Retail/Office
Kingston
3,000 Taste of Italy
INVESTMENT PORTFOLIO (as of January 10, 2022)
UBP owns or has equity interests in 78 properties which
total 5,125,000 square feet.
MAP LOCATION SQUARE FEET PRINCIPAL TENANT
PROPERTY TYPE
MAP LOCATION SQUARE FEET PRINCIPAL TENANT
PROPERTY TYPE
CONNECTICUT
Fairfield County, CT
Putnam County, NY
13 Carmel
189,000 Tops Supermarket
3 Stamford
374,000 Stop & Shop Supermarket
Shopping center
14 Brewster
176,000 Acme Supermarket
Shopping center
Shopping center
10 Stratford
279,000 Stop & Shop Supermarket
Shopping center
13 Carmel
145,000 ShopRite Supermarket
Shopping center
7 Danbury
194,000 Christmas Tree Shops
Shopping center
510,000
96,000 Stop & Shop Supermarket
Shopping center
Suffolk County, NY
41 Riverhead
211,000 Walmart & Applebee’s
Shopping center
4 Darien
3 Stamford
3 Stamford
87,000 Trader Joe’s
74,000 Grade A Market
6 Ridgefield
62,000 Keller Williams
5 Fairfield
62,000 Marshalls
1 Greenwich
58,000 UBP
2 Cos Cob
Westport
48,000 CVS
40,000 Bev Max
Shopping center
Shopping center
Street retail
Shopping center
5 Office buildings
Retail/Office
Shopping center
7 Danbury
33,000 Buffalo Wild Wings
9 Bethel
31,000 Rite Aid
3 Stamford
27,000 Federal Express
Shopping center
Shopping center
Shopping center
6 Ridgefield
23,000 Asian/Fusion Restaurant
Retail/Office
2 Cos Cob
15,000 Veterinarian Emergency
Retail/Office
2 Greenwich
10,000 Wells Fargo Bank
Shopping center
Old Greenwich
8,000 CVS
Old Greenwich
4,000 Chase Bank
Retail
Bank
1,564,000
Litchfield County, CT
8 New Milford
235,000 Walmart
8 New Milford
81,000 Big Y Supermarket
8 New Milford
72,000 Staples
Shopping center
Shopping center
Shopping center
388,000
New Haven County, CT
12 Orange
11 Derby
77,000 Trader Joe’s Supermarket
Shopping center
39,000 Aldi Supermarket
Shopping center
116,000
NEW YORK
Westchester County, NY
Rockland County, NY
21 Orangeburg
74,000 CVS
20 New City
3,000 Putnam County
Savings Bank
77,000
Ulster County, NY
Shopping center
Retail (1 building)
Net leased
property
Orange County, NY
Unionville
NEW JERSEY
Bergen County, NJ
3,000 Unionville Family
Restaurant
Net leased
property
33 Midland Park
130,000 Kings Supermarket
Shopping center
30 Emerson
32 Montvale
28 Dumont
33 Wyckoff
31 Waldwick
31 Waldwick
93,000 ShopRite Supermarket
Shopping center
77,000 The Fresh Market
Shopping center
Supermarket
74,000 Stop and Shop Supermarket Shopping center
43,000 Walgreens
Shopping center
27,000 United States Post Office
Shopping center
20,000 Rite Aid
27 Fort Lee
7,000 H-Mart Supermarket
471,000
Passaic County, NJ
37 Wayne
105,000 Whole Foods Market
Retail—Single
tenant
Retail
supermarket—
Single tenant
Shopping center
Shopping center
25 Scarsdale
242,000 ShopRite Supermarket
Shopping center
35 Pompton Lakes 96,000 Planet Fitness
18 Ossining
137,000 Stop & Shop Supermarket
Shopping center
29 Passaic
37,000 Dollar Tree/Family Dollar
Shopping center
15 Somers
135,000 Home Goods
17 Yorktown
121,000 Staples
15 Somers
80,000 CVS
Shopping center
Shopping center
Shopping center
238,000
Essex County, NJ
39 Newark
108,000 Seabra Supermarket
Shopping center
24 Eastchester
70,000 DeCicco’s Supermarket
Shopping center
38 Bloomfield
59,000 Superfresh Supermarket
Shopping center
26 Yonkers
58,000 Acme Supermarket
19 Briarcliff Manor 47,000 CVS
Rye
39,000 A&S Deli
Shopping center
Shopping center
Street retail
(4 buildings)
Ossining
29,000 Westchester Community
Shopping center
College
16 Katonah
28,000 Squires Family Clothing
Retail/Office
25 Yonkers
22 Harrison
23 Pelham
and Footwear
27,000 AutoZone
26,000 Harrison Market
25,000 Manor Market
24 Eastchester
24,000 CVS
24 Bronxville/
Yonkers
19,000 People’s United Bank
JP Morgan Chase
Shopping center
Shopping center
Shopping center
Shopping center
Retail
(4 buildings)
15 Somers
19,000 Putnam County Savings Bank Shopping center
1,126,000
12
Bloomfield
3,000 Friendly’s Restaurant
Net leased
property
170,000
Morris County, NJ
34 Kinnelon
36 Boonton
Union County, NJ
76,000 Marshalls
63,000 Acme Supermarket
Shopping center
Shopping center
139,000
40 New Providence 109,000 Acme Supermarket
Shopping center
financials
contents
Consolidated Balance Sheets at October 31, 2021 and 2020 . . . . . . . . . 14
Consolidated Statements of Income for each of the
three years in the period ended October 31, 2021 . . . . . . . . . . . . . . 15
Consolidated Statements of Comprehensive Income for each
of the three years in the period ended October 31, 2021 . . . . . . . . . 16
Consolidated Statements of Cash Flows for each of the
three years in the period ended October 31, 2021 . . . . . . . . . . . . . . 17
Consolidated Statements of Stockholders’ Equity
for each of the three years in the period
ended October 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . 20
Report of Independent Registered Public Accounting Firm . . . . . . . . 38
Management’s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 40
Management’s Report on Internal Control
over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Report of Independent Registered Public Accounting Firm
on Internal Control over Financial Reporting . . . . . . . . . . . . . . . . . . 63
Quantitative and Qualitative Disclosures about Market Risk . . . . . . . 64
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . 65
Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Non-GAAP Financial Measures Reconciliations . . . . . . . . . . . . . . . . . . 66
13
Urstadt Biddle ProPerties inc.
FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
Real Estate Investments:
Real Estate—at cost
Less: Accumulated depreciation
Investments in and advances to unconsolidated joint ventures
Cash and cash equivalents
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
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; 10,153,689 and
10,073,652 shares issued and outstanding
Class A Common Stock, par value $0 .01 per share; 100,000,000 shares authorized;
30,073,807 and 29,996,305 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,
2021
2020
$1,148,382
(278,605)
869,777
29,027
898,804
24,057
23,806
19,175
8,010
$ 973,852
$1,149,182
(261,325)
887,857
28,679
916,536
40,795
25,954
18,263
8,631
$1,010,179
$ —
296,449
11,443
62
22,599
330,553
$ 35,000
299,434
18,033
20
24,550
377,037
67,395
62,071
115,000
115,000
110,000
110,000
—
103
—
102
301
528,713
(170,493)
(7,720)
575,904
$ 973,852
300
526,027
(164,651)
(15,707)
571,071
$1,010,179
FINANCIAL STATEMENTS
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.
Year Ended October 31,
2021
2020
2019
$ 130,364
967
4,250
135,581
$120,941
705
5,099
126,745
$132,287
221
4,374
136,882
22,938
23,674
29,032
8,985
355
84,984
19,542
23,464
29,187
10,643
373
83,209
22,151
23,363
27,930
9,405
346
83,195
50,597
43,536
53,687
(13,087)
1,323
—
231
11,864
50,928
(3,645)
47,283
(13,650)
—
$ 33,633
$ 0.80
$ 0.89
$ 0.79
$ 0.88
(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
15
Urstadt Biddle ProPerties inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net Income
Other comprehensive income:
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,
2021
2020
2019
$ 50,928
$ 26,070
$ 41,613
7,080
906
58,914
(3,645)
55,269
(13,650)
—
(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)
$ 41,619
$ 1,277
$ 6,780
16
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash Flows from Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Straight-line rent 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
Return of 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
Investment in note receivable
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
Year Ended October 31,
2021
2020
2019
$ 50,928
$ 26,070
$ 41,613
29,032
2,396
3,540
—
3,909
41
(11,864)
(1,323)
1,323
(3,796)
1,006
(1,523)
73,669
—
—
(10)
500
(15,463)
16,707
(955)
—
(1,738)
514
(445)
(29,025)
(13,650)
(6,888)
39,238
(34,645)
—
148
(35,000)
(5,126)
(3,645)
(1,049)
(320)
—
—
(89,962)
(16,738)
40,795
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
Cash and Cash Equivalents at End of Year
$ 24,057
$ 40,795
$ 94,079
The accompanying notes to consolidated financial statements are an integral part of these statements.
17
Urstadt Biddle ProPerties inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except shares and per share data)
6 .75% Series G
Preferred Stock
Issued
Amount
6 .25% Series H
Preferred Stock
Issued
Amount
5 .875% Series K
Preferred Stock
Issued
Amount
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 gain (loss) 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 adjustment
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2020
Net income applicable to Common and Class A
common stockholders
Change in unrealized gains on interest rate swap
Cash dividends paid:
Common stock ($0 .664 per share)
Class A common stock ($0 .74 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 Common and Class A Common stock
Restricted stock compensation and other adjustments
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2021
3,000,000
—
$ 75,000
—
4,600,000
—
$115,000
—
—
—
—
—
—
—
—
—
—
—
—
—
$ —
—
—
—
—
—
—
—
—
—
110,000
—
—
—
110,000
—
—
—
—
—
—
—
—
—
—
4,600,000
—
—
—
—
—
—
—
—
—
—
115,000
—
—
—
—
—
—
4,400,000
—
—
—
4,400,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,600,000
—
—
—
—
—
—
—
—
115,000
—
—
—
—
—
—
—
—
4,400,000
—
—
—
—
—
—
—
—
110,000
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4,600,000
—
—
—
—
—
—
—
—
—
$115,000
—
—
—
—
—
—
—
—
—
4,400,000
—
—
—
—
—
—
—
—
—
$110,000
—
—
—
—
—
—
—
(3,000,000)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(75,000)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$ —
The accompanying notes to consolidated financial statements are an integral part of these statements.
18
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except shares and per share data)
Common
Stock
Issued
Amount
Class A
Common Stock
Issued
Amount
9,822,006
—
$ 99
—
29,814,814
—
$298
—
Additional
Paid In
Capital
$518,136
—
Cumulative
Distributions
In Excess of
Net Income
$(133,858)
569
—
—
—
—
4,545
137,200
—
—
—
—
—
—
9,963,751
—
—
—
—
4,451
105,450
—
—
—
—
10,073,652
—
—
—
—
3,341
105,850
—
—
(29,154)
—
—
10,153,689
—
—
—
—
—
2
—
—
—
—
—
—
101
—
—
—
—
—
1
—
—
—
—
102
—
—
—
—
—
1
—
—
—
—
—
$103
—
—
—
—
5,417
111,450
(14,290)
(24,150)
—
—
—
—
29,893,241
—
—
—
—
6,837
120,800
(23,873)
(700)
—
—
29,996,305
—
—
—
—
5,355
125,800
(23,249)
(1,250)
(29,154)
—
—
30,073,807
—
—
—
—
—
1
—
—
—
—
—
—
299
—
—
—
—
—
1
—
—
—
—
300
—
—
—
—
—
1
—
—
—
—
—
$301
—
—
—
—
193
(3)
(269)
—
(3,465)
2,363
4,033
—
520,988
—
—
—
—
149
(2)
(573)
—
5,465
—
526,027
—
—
—
—
148
(2)
(319)
—
(1,049)
3,908
—
$528,713
22,128
—
(9,762)
(32,838)
—
—
—
—
—
—
—
(4,452)
(158,213)
8,533
—
(6,923)
(23,095)
—
—
—
—
—
15,047
(164,651)
33,633
—
(6,756)
(22,269)
—
—
—
—
—
—
(10,450)
$(170,493)
Accumulated
Other
Comprehensive
Income (Loss)
$ 7,466
(569)
—
(15,348)
—
—
—
—
—
—
—
—
—
—
(8,451)
—
(7,256)
—
—
—
—
—
—
—
—
(15,707)
—
7,987
—
—
—
—
—
—
—
—
—
$ (7,720)
Total
Stockholders’
Equity
$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
33,633
7,987
(6,756)
(22,269)
148
—
(319)
—
(1,049)
3,908
(10,450)
$575,904
19
Urstadt Biddle ProPerties inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
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 2021 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, 2021. As of October 31, 2021, the fiscal
tax years 2017 through and including 2020 remain open
to examination by the Internal Revenue Service . There
are currently no federal tax examinations in progress .
(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, 2021, the
Company owned or had equity interests in 79 properties
containing a total of 5 .1 million square feet of gross
leasable area (“GLA”) .
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, with federal, state and local government
agencies issuing regulatory orders enforcing social
distancing and limiting certain business operations and
group gatherings in order to further prevent the spread
of COVID-19 . While these regulatory orders vary by state
and have changed over time, as of October 31, 2021 all
of our tenants’ businesses were permitted to operate, in
some cases subject to modified operation procedures. We
have seen substantial improvement in foot traffic, retail
activity and general business conditions for our tenants
compared to the early days of the COVID-19 pandemic .
The pandemic is still ongoing, however, with existing and
new variants it is making the situation difficult to predict.
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
20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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.
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.
21
Urstadt Biddle ProPerties inc. In March 2021, the Company sold its property located
in Hillsdale, NJ (the “Hillsdale Property”) to an unrelated
third party for a sale price of $1 .3 million, as that property
no longer met the Company’s investment objectives . In
accordance with ASC Topic 840, Contracts with Customers,
the Company recorded a gain on sale in the amount of
$435,000, which gain is included in continuing operations
in its consolidated income statements for the year ended
October 31, 2021, when the Company’s performance
obligation was met, the transfer of the property’s title to
the buyer and when consideration was received from the
buyer for that performance obligation .
In June 2021, the Company sold its property located
in Newington, NH (the “Newington Property”) to an
unrelated third party for a sale price of $13 .4 million as
that property no longer met the Company’s investment
objectives . In accordance with ASC Topic 840, “Contracts
with Customers,” the Company recorded a gain on sale
in the amount of $11 .8 million, which gain is included
in continuing operations in its consolidated income
statements for the year ended October 31, 2021, when
the Company’s performance obligation was met, the
transfer of the property’s title to the buyer and when
consideration was received from the buyer for that
performance obligation .
In September 2021, the Company entered into a
purchase and sale agreement to sell its property located
in Chester, NJ (the “Chester Property”), to an unrelated
third party for a sale price of $1 .96 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 2021, and accordingly the Company
recorded a loss on property held for sale of $342,000,
which loss was included in continuing operations in the
consolidated statement of income for the year ended
October 31, 2021 . 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 Chester 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, 2021 . In December 2021, the
Chester Property sale was completed and the Company
realized an additional loss on sale of property of $8,000,
which loss will be included in continuing operations in
the consolidated statement of income for the year ended
October 31, 2022 .
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
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 .
22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 combined operating results of the Hillsdale
Property, the Newington Property, the Chester Property,
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
Year Ended October 31,
2020
$ 1,833
(1,001)
(689)
$ 143
2021
$ 959
(492)
(252)
$ 215
2019
$ 2,665
(1,311)
(711)
$ 643
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 $4,994,000 and $5,115,000
as of October 31, 2021 and 2020, 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, 2021, management
does not believe that the value of any of its real estate
investments is impaired .
Lease Income, Revenue Recognition and Tenant
Receivables
Lease Income:
The Company accounts for lease income in accordance
with ASC Topic 842, “Leases .”
The Company’s existing leases are generally 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.
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 .
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, in accordance with ASC Topic 842, combines
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 consolidated statements of income .
23
Urstadt Biddle ProPerties inc.
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 uncollected 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 .
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 .
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, 402 of approximately 832 tenants in the Company’s
consolidated portfolio, representing 1 .6 million square feet
and approximately 44 .3% of the Company’s annualized
base rent, have asked for some type of rent deferral or
concession . Subsequently, approximately 117 of the 402
tenants withdrew their requests for rent relief or paid
their rent in full . As public health and business conditions
in the areas where our properties are located continue to
improve, rent relief requests have greatly decreased and
our properties are returning to normal operations . The
primary strategy of the Company with respect to rent
concession requests was to defer some portion of rents
due for the months of April 2020 through the beginning
of fiscal 2021 to be paid over a later part of the lease,
24
preferably within a period of one year or less . In some
instances, however, the Company determined that it was
more appropriate to abate some portion of base rents .
Most of the few base rent deferrals or abatements entered
into with tenants in the second half of fiscal 2021 are
additional deferrals or abatements for tenants who
received prior rent concessions .
From the onset of COVID-19 through October 31, 2021,
the Company has completed 288 lease modifications,
consisting of base rent deferrals totaling $3 .9 million and
rent abatements totaling $4 .4 million . Through October 31,
2021, the Company has received repayment of
approximately $3 .2 million of the base rent deferrals .
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 .
Most 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 changes 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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 .
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 .
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 has impacted their ability to pay rent although this
situation is rapidly improving as a large part of the country
becomes vaccinated and the pandemic continues to wane .
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 . 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 . From the beginning
of the COVID-19 pandemic through the end of our second
quarter of fiscal 2021, we converted 89 tenants to cash basis
accounting in accordance with ASC Topic 842 . We did not
convert any additional tenants to cash basis accounting
in the second half of fiscal 2021. As of October 31, 2021, 27
of the 89 tenants are no longer tenants in the Company’s
properties . In addition, when one of the Company’s
tenants is converted to cash-basis accounting in accordance
with ASC Topic 842, all previously recorded straight-line
rent receivables need to be reversed in the period that
the tenant is converted to cash-basis revenue recognition .
During the fourth quarter of fiscal 2021, we restored 13 of
the original 89 tenants to accrual-basis revenue recognition
as those tenants have demonstrated that they have paid all
of their billed rents for six consecutive months and have
no significant unpaid billings as of October 31, 2021. When
a tenant is restored to accrual-basis revenue recognition,
the Company records revenue on the straight-line basis .
As such the Company recorded straight-line rent revenue
in the amount of $582,000 for these 13 tenants in the three
months ended October 31, 2021 .
As of October 31, 2021, the Company is recording lease
income on a cash basis for approximately 5 .9% of our
tenants in accordance with ASC Topic 842 .
During the fiscal years ended October 31, 2021 and 2020,
we recognized collectability adjustments totaling $4 .2
million and $7 .3 million, respectively . These adjustments
included reversals of billed but uncollected rents for
tenants converted to cash-basis accounting in accordance
with ASC Topic 842 for the fiscal years 2021 and 2020 in
the amount of $2 .0 million and $2 .3 million, respectively .
Also included in the total collectability adjustment was the
reversals of straight-line rent receivables related to tenants
25
Urstadt Biddle ProPerties inc. converted to cash-basis accounting in accordance with
ASC Topic 842 for the fiscal years ended 2021 and 2020
in the amounts of $674,000 and $1 .1 million, respectively .
At October 31, 2021 and October 31, 2020, $19,693,000
and $22,330,000, 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, 2021 and October 31,
2020, tenant receivables in the accompanying consolidated
balance sheets are shown net of allowances for doubtful
accounts of $7,469,000 and $8,769,000, 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, 2021, 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, 2021, the Company
had approximately $124 .1 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 3.94% per
annum . As of October 31, 2021 and 2020, the Company
had a deferred liability of $6 .7 million and $13 .3 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 . As of October 31, 2021 and 2020,
the Company had a deferred assets of $515,000 and $—,
respectively, (included in other assets on the consolidated
balance sheets) relating to the fair value of the Company’s
interest rate swaps applicable to secured mortgages .
Charges and/or credits relating to the changes in
fair values of such interest rate 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, 2021,
accumulated other comprehensive loss consisted of net
unrealized losses on interest rate swap agreements of
$7 .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, 2020, accumulated other
26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 .
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
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,
2021
2020
2019
$ 7,366
$1,849 $ 4,659
190
34
193
$ 7,556
$1,883 $ 4,852
9,244
9,144
8,813
364
241
536
9,608
9,385
9,349
$26,267
$6,684 $17,469
(190)
(34)
(193)
$26,077
$6,650 $17,276
29,576
29,506
29,438
177
70
216
29,753
29,576
29,654
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 .
27
Urstadt Biddle ProPerties inc.
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,
2021
10.4%
89.6%
100.0%
2020
11 .2%
88 .8%
100 .0%
2019
10 .9%
89 .1%
100 .0%
Ridgeway Significant Tenants (by base rent):
Year Ended October 31,
2020
2021
2019
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
21%
15%
11%
53%
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, 2021
All Other
Operating
Segments
Total
Consolidated
Ridgeway
Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization
Income from
Continuing
Operations
$14,167
$ 4,495
$ 1,632
$121,414
$ 42,117
$ 11,455
$135,581
$ 46,612
$ 13,087
$ 2,238
$ 26,794
$ 29,032
$ 5,802
$ 45,126
$ 50,928
Year Ended October 31, 2020
All Other
Operating
Segments
Total
Consolidated
Ridgeway
Ridgeway Assets
All Other Property Assets
Consolidated Assets (Note 1)
Year Ended
October 31,
2021
6.3%
93.7%
100.0%
2020
6 .4%
93 .6%
100 .0%
Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization
Income from
Continuing
Operations
$14,180
$ 4,424
$ 1,673
$112,565
$ 38,582
$ 11,835
$126,745
$ 43,006
$ 13,508
$ 2,494
$ 26,693
$ 29,187
$ 5,589
$ 20,481
$ 26,070
Note 1— Ridgeway did not have any significant expenditures for additions
to long-lived assets in any of the fiscal years ended October 31, 2021,
2020 and 2019 .
Ridgeway Percent Leased
Year Ended October 31,
2021
92%
2020
2019
92%
97%
28
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
$ 4,377
$ 1,704
$122,023
$ 41,137
$ 12,398
$136,882
$ 45,514
$ 14,102
$ 2,350
$ 25,580
$ 27,930
$ 6,428
$ 35,185
$ 41,613
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reclassification
Certain fiscal 2019 and 2020 amounts have been
reclassified to conform to current period presentation.
(3) INVESTMENT PROPERTIES
The components of the properties consolidated in the
financial statements are as follows (in thousands):
New Accounting Standards
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, 2021.
(2) REAL ESTATE INVESTMENTS
The Company’s investments in real estate, net
of depreciation, were composed of the following at
October 31, 2021 and 2020 (in thousands):
Consolidated
Investment Unconsolidated
Joint Ventures
Properties
$29,027
$862,894
6,883
—
$29,027
$869,777
2021
Totals
$891,921
6,883
$898,804
2020
Totals
$909,517
7,019
$916,536
Retail
Office
Total
The Company’s investments at October 31, 2021
consisted of equity interests in 79 properties . The 79
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.
Land
Buildings and improvements
Accumulated depreciation
October 31,
2021
913,149
2020
$ 235,233 $ 236,654
912,528
1,148,382 1,149,182
(261,325)
$ 869,777 $ 887,857
(278,605)
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, 2021 .
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 are
amortized as an expense over the terms of the respective leases .
For the fiscal year ended October 31, 2021, 2020 and
2019, the net amortization of above-market and below-
market leases was approximately $570,000, $706,000 and
$614,000, respectively, which is included in base rents in the
accompanying consolidated statements of income .
In Fiscal 2021, the Company incurred costs of
approximately $15 .5 million related to capital improvements
and leasing costs to its properties .
(4) MORTGAGE NOTES PAYABLE, BANK LINES
OF CREDIT AND OTHER LOANS
At October 31, 2021, 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 $508 .6 million .
Combined aggregate principal maturities of mortgage
notes payable during the next five years and thereafter
are as follows (in thousands):
2022
2023
2024
2025
2026
Thereafter
Principal
Scheduled
Repayments Amortization
$ 6,773
6,628
6,709
4,195
4,162
9,232
$ 33,116
—
18,710
82,277
7,751
116,896
Total
$ 39,889
6,628
25,419
86,472
11,913
126,128
$258,750
$37,699
$296,449
29
Urstadt Biddle ProPerties inc.
Until it was terminated on March 30, 2021, the
Company had 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 included Wells Fargo Bank N .A . and Bank
of Montreal (co-syndication agents) . The Facility gave
the Company the option, under certain conditions, to
increase the Facility’s borrowing capacity up $150 million
(subject to lender approval) . The maturity date of the
Facility was August 23, 2021 .
On March 30, 2021, the Company refinanced its existing
unsecured revolving credit facility (the “Facility”) with
a syndicate of three banks led by The Bank of New York
Mellon, as administrative agent . The syndicate also
included Wells Fargo Bank N .A . and Bank of Montreal
(co-syndication agents), increasing the capacity to
$125 million from $100 million, with the ability under
certain conditions to additionally increase the capacity to
$175 million (subject to lender approval) . The maturity
date of the new Facility is March 29, 2024, with a one-year
extension at the Company’s option . Borrowings under
the 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 the Eurodollar rate plus 1 .45% to 2 .20% or The Bank
of New York Mellon’s prime lending rate plus 0 .45%
to 1 .20% based on consolidated total indebtedness, as
defined. The Company pays a quarterly commitment
fee on the unused commitment amount of 0 .15% to
0 .25% based on outstanding borrowings during the year .
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, including preferred stock, and
additionally requires the Company to maintain certain
debt coverage ratios . The Company was in compliance
with such covenants at October 31, 2021 . The Facility
includes market standard provisions for determining
the benchmark replacement rate for LIBOR .
As of October 31, 2021, $124 million was available to
be drawn on the Facility .
During the fiscal years ended October 31, 2021 and
2020, the Company borrowed $— and $35 .0 million,
respectively, on its Facility to fund capital improvements
to our properties, property acquisitions and for general
corporate purposes. During the fiscal years ended
October 31, 2021 and 2020, the Company re-paid $35 .0
million and $—, respectively, on its Facility with available
cash, cash proceeds from sale of investment properties .
In October 2021, the Company refinanced its existing
$16.4 million first mortgage secured by our New
Providence, NJ property . The new mortgage has a
principal balance of $21 .0 million, has a term of 10 years,
and requires payments of principal and interest at a fixed
rate of 3 .50% .
Interest paid in the years ended October 31, 2021, 2020
and 2019 was approximately $13 .0 million, $13 .3 million
and $13 .7 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 (“New City”), each
of which owns a commercial retail property, and UB
High Ridge, LLC (“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:
Orangeburg
The Company, through a wholly-owned subsidiary,
is the managing member and owns a 43 .8% 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
are to be distributed in accordance with the operating
agreement . The non-managing member is not obligated
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 .5 million in Orangeburg and as a
result as of October 31, 2021 its ownership percentage
has increased to 43 .8% from approximately 2 .92%
at inception .
McLean
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 .
High Ridge
The Company is the managing member and owns
a 24 .6% interest in High Ridge . The Company’s initial
investment was $5 .5 million, and the Company has
purchased additional interests totaling $8 .3 million
and contributed $1 .5 million in additional equity to the
venture through October 31, 2021 . High Ridge, either
directly or through a wholly-owned subsidiary, owns
three commercial real estate properties, High Ridge
Shopping Center (“High Ridge Center”), a grocery-
anchored shopping center, and two single tenant
commercial retail properties, one leased to JP Morgan
Chase and one leased to CVS . Two properties are located
in Stamford, CT and one property is located in Greenwich,
CT . High Ridge Center 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 High Ridge equal to the value of
properties contributed less liabilities assumed . The High
Ridge operating agreement provides for the non-managing
members to receive an annual cash distribution, currently
equal to 5 .34% of their invested capital .
Dumont
The Company is the managing member and owns
a 36 .4% interest in Dumont . The Company’s initial
investment was $3 .9 million, and the Company has
purchased additional interests totaling $630,000 through
October 31, 2021 . 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
5 .03% of their invested capital .
New City
The Company is the managing member and owns an
84 .3% equity interest in a joint venture, New City . The
Company’s initial investment was $2 .4 million, and the
Company has purchased additional interests totaling
$289,300 through October 31, 2021 . 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, 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 High Ridge
and Dumont redemptions are based solely on the price
of the Company’s Class A Common stock on the date of
redemption . For the years ended October 31, 2021 and
2020, the Company increased/(decreased) the carrying
31
Urstadt Biddle ProPerties inc.
value of the non-controlling interests by $10 .5 million
and $(15 .0) 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 High Ridge
Noncontrolling Interest
Partial Redemption of New City
Noncontrolling Interest
Change in Redemption Value
Ending Balance
October 31,
2021
$62,071
2020
$ 77,876
(5,126)
(560)
—
10,450
$67,395
(198)
(15,047)
$ 62,071
(6) INVESTMENTS IN AND ADVANCES TO
UNCONSOLIDATED JOINT VENTURES
At October 31, 2021 and 2020, investments in and
advances to unconsolidated joint ventures consisted of
the following (with the Company’s ownership percentage
in parentheses) (amounts in thousands):
Chestnut Ridge Shopping Center (50%)
Gateway Plaza (50%)
Putnam Plaza Shopping Center (66 .67%)
Midway Shopping Center, L .P . (11 .792%)
Applebee’s at Riverhead (50%)
81 Pondfield Road Company (20%)
Total
October 31,
2021
$12,188
6,845
3,231
3,982
2,058
723
$29,027
2020
$12,252
6,929
2,599
4,233
1,943
723
$28,679
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 .
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 $11.1 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 .0 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 .
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 .
The remaining unamortized balance at October 31, 2021
is $5 .3 million .
Midway currently has a non-recourse first mortgage
payable in the amount of $24 .6 million . The loan requires
payments of principal and interest at the rate of 4 .80%
per annum and will mature in 2027 .
32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 Variable Interest Entities (“VIE’s”) . Under the equity
method of accounting the initial investment is recorded at
cost as an investment in unconsolidated joint venture, and
subsequently adjusted for equity in net income (loss) and
cash contributions and distributions from the venture . Any
difference between the carrying amount of the investment
on the Company’s balance sheet and the underlying equity
in net assets of the venture is evaluated for impairment at
each reporting period .
(7) 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 .
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,
2021, 2020 and 2019, under ASC Topic 842, “Leases,” as
either fixed or variable lease income based on the criteria
specified in ASC Topic 842 (in thousands):
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
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
2022(a)
2023
2024
2025
2026
Thereafter
Total
$ 94,486
76,528
65,594
54,490
45,670
203,681
$540,449
(a) The amounts above are based on existing leases in place at
October 31, 2021 .
2021
$ 98,918
35,090
570
(1,529)
(2,685)
$130,364
October 31,
2020
$ 98,678
28,889
706
(3,916)
(3,416)
$120,941
2019
$ 99,845
32,784
614
(956)
—
$132,287
(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 .
33
Urstadt Biddle ProPerties inc.
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 .
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 .
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 .
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,
2021 and 2020:
Common Shares
Class A Common Shares
Gross
Dividend
Paid Per
Share
$0 .125
$0 .125
$0 .207
$0 .207
$0 .664
$0 .2500
$0 .2500
$0 .0625
$0 .1250
$0 .6875
Ordinary
Income
Capital
Gain
Non-Taxable
Portion
$0 .10924
$0 .10924
$0 .18090
$0 .18090
$0 .58028
$0 .171010
$0 .171010
$0 .042753
$0 .085505
$0 .470278
$0 .01576
$0 .01576
$0 .02610
$0 .02610
$0 .08372
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$0 .078990
$0 .078990
$0 .019747
$0 .039495
$0 .217222
Gross
Dividend
Paid Per
Share
$0 .14
$0 .14
$0 .23
$0 .23
$0 .74
$0 .28
$0 .28
$0 .07
$0 .14
$0 .77
Ordinary
Income
Capital
Gain
Non-Taxable
Portion
$0 .12235
$0 .12235
$0 .20100
$0 .20100
$0 .64670
$0 .01765
$0 .01765
$0 .02900
$0 .02900
$0 .09330
$0 .1915
$0 .1915
$0 .0479
$0 .0958
$0 .5267
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$ —
$0 .0885
$0 .0885
$0 .0221
$0 .0442
$0 .2433
Dividend
Payment Date
January 15, 2021
April 16, 2021
July 16, 2021
October 15, 2021
January 17, 2020
April 17, 2020
July 17, 2020
October 16, 2020
34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company has a Dividend Reinvestment and Share
Purchase Plan (as amended, the “DRIP”), that permits
stockholders to acquire additional shares of Common Stock
and Class A Common Stock by automatically reinvesting
dividends. During fiscal 2021, the Company issued 3,341
shares of Common Stock and 5,355 shares of Class A
Common Stock (4,451 shares of Common Stock and 6,837
shares of Class A Common Stock in fiscal 2020) through
the DRIP . As of October 31, 2021, there remained 326,069
shares of Common Stock and 375,541 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 .
For the year ended October 31, 2021, the Company
repurchased 29,154 shares of Class A Common Stock at an
average price per Class A Common share of $19 .15 and 29,154
shares of Common Stock at an average price per Common
Share of $16 .76 . For the year ended October 31, 2020, the
Company did not repurchase any shares under the Current
Repurchase Program . The Company has repurchased
224,567 shares of Class A Common Stock and 29,154 shares
of Common Stock under the Current Repurchase Program .
From the inception of all repurchase programs, the
Company has repurchased 33,754 shares of Common Stock
and 949,145 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 . 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 2021, the Company awarded 105,850 shares of
Common Stock and 125,800 shares of Class A Common
Stock to participants in the Plan . The grant date fair
value of restricted stock grants awarded to participants
in 2021 was approximately $3 .0 million . As of October 31,
2021, there was $11 .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 .6 years . For the years ended
October 31, 2021, 2020 and 2019, amounts charged to
compensation expense totaled $3,938,000, $5,523,000 and
$4,336,000, 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 .
35
Urstadt Biddle ProPerties inc.
A summary of the status of the Company’s non-vested restricted stock awards as of October 31, 2021, and changes
during the year ended October 31, 2021 is presented below:
Non-vested at October 31, 2020
Granted
Vested
Forfeited
Non-vested at October 31, 2021
Common Shares
Class A Common Shares
Shares
924,550
105,850
(102,600)
—
927,800
Weighted-
Average Grant
Date Fair Value
$17 .69
$11 .68
$17 .06
—
$17 .08
Weighted-
Average Grant
Date Fair Value
$21 .56
$13 .75
$19 .17
$18 .85
$20 .12
Shares
490,950
125,800
(93,800)
(1,250)
521,700
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, 2021 and 2020, 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.”
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 $267,000, $253,000 and $224,000
in each of the three years ended October 31, 2021, 2020
and 2019, 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 .
(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
36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 2021 and 2020 (amounts in thousands):
October 31, 2021
Assets:
Interest Rate Swap Agreements
Liabilities:
Interest Rate Swap Agreements
Redeemable noncontrolling interests
October 31, 2020
Liabilities:
Interest Rate Swap Agreements
Redeemable noncontrolling interests
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
Significant
Other Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$ —
$ —
$20,283
$ —
$ 9,921
$ 515
$ 6,735
$46,566
$13,300
$51,604
$ —
$ —
$546
$ —
$546
Total
$ 515
$ 6,735
$67,395
$13,300
$62,071
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 $300 million and
$316 million at October 31, 2021 and October 31, 2020,
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, 2020, 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 .
(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, 2021, the Company had
commitments of approximately $6 .5 million for tenant-
related obligations .
(12) SUBSEQUENT EVENTS
On December 15, 2021, the Board of Directors of the
Company declared cash dividends of $0 .2145 for each
share of Common Stock and $0 .2375 for each share of
Class A Common Stock . The dividends are payable on
January 14, 2022 to stockholders of record on January 5,
2022. The Board of Directors also ratified the actions of the
Company’s compensation committee authorizing awards
of 109,500 shares of Common Stock and 149,000 shares
of Class A Common Stock to certain officers, directors
and employees of the Company effective January 4, 2022,
pursuant to the Company’s restricted stock plan . The fair
value of the shares awarded totaling $5 .2 million will
be charged to expense over the requisite service periods
(see Note 1) .
In November 2021, the Company entered into a contract
to purchase a 186,400 square foot grocery-anchored
shopping center located in our stated geographic
marketplace . The purchase price is $34 million . The
Company anticipates that it will close and take title to the
property sometime in our first or second quarter of fiscal
2022 . The Company plans on funding the purchase price
with available cash or borrowings on our Facility .
37
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, 2021 and 2020, 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, 2021, 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, 2021 and
2020, and the results of its operations and its cash flows for each of the three years in the period ended October 31,
2021, 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, 2021, 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, 2022, expressed an unqualified opinion.
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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that (1)
relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our
especially challenging, subjective, or complex judgments . The communication of a critical audit matter does not alter in
any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures
to which it relates .
38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue Recognition and Allowance for Doubtful Accounts
As discussed in Note 1 to the consolidated financial statements, the Company recognizes lease income on a straight-
line basis over the expected term of the lease for all leases for which collectability is considered probable both at
inception and on an ongoing basis . When probability is not met, leases are prospectively accounted for on a cash basis
and any difference between the revenue that has been accrued and the cash collected from the tenant over the life of
the lease is recognized as a current period adjustment to lease income . The Company reviews the collectability of its
tenant receivables including base rent, straight-line rent, expense reimbursements and other revenue or income by
specifically analyzing billed and unbilled revenues, including straight-line rent receivable, and considering historical
collection issues, tenant creditworthiness and current economic and industry trends . The Company’s revenue
recognition and receivables collectability analysis places particular emphasis on past-due accounts and considers the
nature and age of the receivables, the payment history and financial condition of the tenant, the basis for any disputes
or negotiations with the tenant, and other information that could affect collectability. Lease income and net tenant
receivables amounted to approximately $130 .4 million and $23 .8 million, respectively, at October 31, 2021 .
We identified revenue recognition of lease income for tenants transitioning to and from the cash basis of accounting
and the allowance for doubtful accounts related to tenant receivables as a critical audit matter . Evaluating the
Company’s probability assessment of collection of substantially all lease payments for each of its leases requires
significant auditor judgment because of the subjective nature of the evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming
our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of
controls relating to revenue recognition for tenants transitioning to and from the cash basis of accounting and the
allowance for doubtful accounts, including management’s evaluation of probability of collection for tenant receivables .
Among other audit procedures performed, (1) we reviewed and evaluated the reasonableness of management’s
policies for recognition of lease income on a cash basis for certain tenants, (2) we evaluated the appropriateness of
the accounting for the current period adjustment to lease income related to the tenants transitioning to and from
cash basis, (3) we reviewed the aging of tenant receivables for any significant outstanding balances to determine
the completeness of the tenants switched to a cash basis and (4) for a sample of unreserved tenant receivables, we
evaluated the reasonableness of management’s estimate of collectability of the tenant receivable by assessing the age
of the receivable and the tenant’s payment history .
/s/ PKF O’Connor Davies, LLP
We have served as the Company’s auditor since 2006 .
New York, New York
January 12, 2022
39
Urstadt Biddle ProPerties inc.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction
with the consolidated financial statements of the Company
and the notes thereto included elsewhere in this report .
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 .
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 .
Important factors, among others, that may affect our
actual results include:
• negative impacts from the continued spread of
COVID-19 or from the emergence of a new strain of
novel corona virus, 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
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;
40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
• 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; and
• as well as 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, two self-storage facilities, 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, 2021, we owned or had equity interests
in 79 properties, which include equity interests we own
in five consolidated joint ventures and six unconsolidated
joint ventures, containing a total of 5 .1 million square feet
of Gross Leasable Area (“GLA”) . Of the properties owned
by wholly-owned subsidiaries or joint venture entities
that we consolidate, approximately 91 .9% of the GLA
was leased (90 .4% at October 31, 2020) . Of the properties
owned by unconsolidated joint ventures, approximately
93 .9% of the GLA was leased (91 .1% at October 31, 2020) .
In addition, we own and operate self-storage facilities
at two of our retail properties . Both self-storage facilities
are managed for us by Extra Space Storage, a publicly-
traded REIT . One of the self-storage facilities is located
in the back of our Yorktown Heights, NY shopping
center in below grade space . As of October 31, 2021, this
self-storage facility had 57,389 square feet of available
GLA, which was 93 .0% leased . The rent per available
square foot was $27 .69 . As discussed later in this Annual
Report, we have also developed a second self-storage
facility located in Stratford, CT with 90,000 square feet
of available GLA . This facility has been operational for
approximately 9 months and is 52 .3% leased .
We have paid quarterly dividends to our stockholders
continuously since our founding in 1969 .
Impact of COVID-19
The spread of COVID-19 has had and may continue to
have 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 was impacted directly or indirectly,
and the U .S . market came 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, thereby limiting
the operations of different categories of our tenants to
varying degrees . Most of these restrictions have been
lifted as the COVID-19 situation in the tri-state area
has significantly improved since the early days of the
pandemic as a result of various factors, including a large
portion of the population getting vaccinated, with most
businesses now permitted to open at full capacity, but
under other limitations intended to control the spread
of COVID-19 .
During these early days of the pandemic and beyond,
we took a number of proactive measures, including:
• implementing a work-from-home policy during the
first few months of the pandemic for the health and
safety of our staff, with employees returning to the
office at less than 50% capacity in late May 2020 and
at close to full capacity as of the summer of 2021;
• providing assistance to tenants in identifying local,
state and federal resources, such as that provided
under the Coronavirus Aid, Relief, and Economic
Security Act of 2020, as well as providing deferrals,
and in some cases, abatements of rent to tenants
on a case-by-case basis as discussed in more
detail under “Rent Deferrals, Abatements and
Lease Restructurings”;
• launching a program designating dedicated parking
spots for curbside pick-up at our shopping centers
for use by all tenants and their customers, assisting
restaurant tenants in securing municipal approvals
for outdoor seating, and otherwise assisting tenants
in many other ways to improve their business
prospects; and
41
Urstadt Biddle ProPerties inc.
• enhancing our liquidity position by borrowing
$35 million under our Unsecured Revolving Credit
Facility (“Facility”) during March and April 2020,
which was subsequently repaid, reducing our
dividends paid in July 2020 to approximately
25% of pre-pandemic levels, then raising them to
approximately 75% of pre-pandemic levels in
July 2021 when the Company’s improved financial
condition and prospects warranted such an
increase, with a further increase in the first quarter
of fiscal 2022.
Compared to the early days of the COVID-19
pandemic, we have seen substantial improvement in foot
traffic, retail activity and general business conditions
for our tenants . However, such improvements have not
been consistent across all tenants . 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 has been more severe
and the recovery more difficult. Dry cleaners have also
suffered as a result of many workers continuing to work
from home. Gyms and fitness tenants have experienced
varying results, but are beginning to return to pre-
pandemic normalcy .
The following information is intended to provide
certain information regarding the impact of the COVID-19
pandemic on our portfolio and our tenants . As a result
of the rapid development, fluidity and uncertainty
surrounding this situation, we expect that the following
statistical and other information could change going
forward, potentially significantly:
• As of October 31, 2021, all of our 72 retail shopping
centers, stand-alone restaurants and stand-alone bank
branches are open and operating, with approximately
99 .6% of our tenants (based on Annualized Base Rent
(“ABR”)) open and fully or partially operating and
approximately 0 .4% of our tenants currently closed .
• As of October 31, 2021, all of our shopping centers
include necessity-based tenants, with approximately
70 .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 .
• As of October 31, 2021, approximately 86% of our
GLA is located in properties anchored or shadow-
anchored by grocery stores, pharmacies or wholesale
clubs, 4% 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 and all of
the retail bank branches are open .
• As of December 1, 2021, we have received payment
of approximately 94 .0%, 95 .7% and 92 .6% 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 for April 2020 through October 2021, the fourth
quarter (August-October) of fiscal 2021 and the month
of November 2021, respectively, not including the
application of any security deposits .
Rent Deferrals, Abatements and Lease Restructurings
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 . We evaluated 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 considered 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, our assessment
of the tenant’s long-term viability, the difficulty or ease
with which the tenant could be replaced, and other
factors. Although each negotiation has been specific
to that tenant, most 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 . Some of these concessions have been in
the form of rent abatements for some portion of tenant
rents due in April through December 2020 or longer .
In addition, we have continued to receive a small
number of follow-on requests from tenants to whom
we had already provided temporary rent relief in the
early days of the pandemic . These tenants are generally
ones whose businesses have been slower to recover
from the pandemic, as discussed above, due to the high
42
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
touch nature of their services or the impact of the remote
workforce . These requests, however, have been tapering
off, and we received only four new requests during
the quarter ended October 31, 2021 from tenants who
had not previously requested rent relief .
As of October 31, 2021, since the beginning of the
pandemic, we had received 402 rent relief requests
from the approximately 832 tenants in our consolidated
portfolio . Subsequently, approximately 117 of the
402 tenants withdrew their requests for rent relief or
paid their rent in full . Since the onset of COVID-19
through October 31, 2021, we have completed 288 lease
modifications, consisting of base rent deferrals totaling
$3 .9 million or 4 .0% of our ABR and rent abatements
totaling $4 .4 million, or 4 .5% of our ABR .
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, in accordance with ASC Topic 842, we
revised our collectability assumptions for many of
our tenants that were most significantly impacted
by COVID-19 . 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 . From the
beginning of the COVID-19 pandemic through the end
of our second quarter of fiscal 2021, we converted 89
tenants to cash basis accounting in accordance with ASC
Topic 842 . We did not convert any additional tenants
to cash basis accounting in the third and fourth quarters
of 2021 . As of October 31, 2021, 27 of the 89 tenants
are no longer tenants in the Company’s properties .
In addition, when one of the Company’s tenants is
converted to cash basis accounting in accordance with
ASC Topic 842, all previously recorded straight-line rent
receivables need to be reversed in the period that the
tenant is converted to cash basis revenue recognition .
In continuing to evaluate the collectability of tenant
lease income billings, during the three months ended
October 31, 2021, we determined that lease payments
for 13 tenants, who had previously been converted to
cash-basis accounting as a result of our earlier assessment
that their future lease payments were not probable
of collection, lease payments were now probable of
collection and they were restored to accrual basis
accounting . Our criteria for restoring a cash-basis tenant
to accrual accounting required the tenant to demonstrate
their ability to make current rental payments over the
last 6 months and for that tenant to have no significant
receivables as of October 31, 2021 . As a result of the
change in assessment for these 13 tenants, we recorded
$582,000 in lease income in the three months ended
October 31, 2021 as a result of restoring those tenants’
straight-line rents .
During the fiscal years ended October 31, 2021 and
2020, we recognized collectability adjustments totaling
$4 .2 million and $7 .3 million, respectively . During the
three months ended October 31, 2020, we recognized
collectability adjustments totaling $1 .2 million . For the
three months ended October 31, 2021 we increased
net income by $303,000 as a result of collectability
adjustments primarily resulting from restoring 13 tenants
to accrual-basis accounting in the fourth quarter and
recognizing $582,000 in straight-line rent revenue related
to those 13 tenants as discussed above .
As of October 31, 2021, the revenue from approximately
5 .9% of our tenants (based on total commercial leases) is
being recognized on a cash basis .
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, 2021 . 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 our policies on impairment charges .
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 .
43
Urstadt Biddle ProPerties inc. In addition, we have mortgage debt secured by some of
our properties and a $125 million Facility . We do not have
any secured debt maturing until March of 2022 .
Key elements of our growth strategy 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 .
44
We believe our strategy of focusing on community and
neighborhood shopping centers, anchored principally
by regional supermarkets, pharmacy chains or wholesale
clubs, has been 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 sales . Moreover, most of our grocery stores
implemented or expanded curbside pick-up or partnered
with delivery services to cater to the needs of their
customers during the COVID-19 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 disruptions that have taken
place 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 could
be more difficult for us to acquire or sell properties in
fiscal 2022 (or possibly beyond), as it may be difficult to
correctly value a property given changing circumstances .
Additionally, parties may be unwilling to enter into
transactions during such uncertainty . However, as the
COVID-19 pandemic eases and the economy improves,
some commercial properties are starting to trade in the
marketplace . 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 . 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 .
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
While we have seen substantial improvement in general
business conditions, the pandemic is still ongoing, with
existing and new variants making the situation difficult to
predict . We expect that our rent collections could continue
to be below our tenants’ contractual rent obligations
during this business recovery and potentially beyond . 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 eventually will be unable to pay amounts due,
and we will incur losses against our rent receivables, the
timing of which is not predictable .
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 2021; Recent Developments
Set forth below are highlights of our recent property
acquisitions, potential acquisitions under contract, other
investments, property dispositions and financings:
• 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 operates a
grocery store (opened September 2021) 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 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 .
• In December 2020, we redeemed 17,995 units of
UB High Ridge, LLC from a noncontrolling member .
The total cash price paid for the redemption
was $364,000 . As a result of the redemption, our
ownership percentage of High Ridge increased to
17 .0% from 16 .3% .
• In March 2021, we sold one free-standing restaurant
retail property located in Hillsdale, NJ, as that
property no longer met our investment objectives .
The property was sold for $1 .3 million and we
recorded a gain on sale of property in the amount of
$435,000 . This gain has been subtracted from our FFO
as discussed below .
• In March 2021, we refinanced our Facility, increasing
the borrowing capacity to $125 million and
extending the maturity date to March 29, 2024 with
a one-year extension at our option . Please see note 4
in our financial statements included in this Annual
Report for more information .
• In April 2021, we redeemed 178,804 units of UB High
Ridge, LLC from a noncontrolling member . The total
cash price paid for the redemption was $4 .2 million . As
a result of the redemption, our ownership percentage
of High Ridge increased to 23 .7% from 17 .0% .
• In June 2021, we sold our property located in
Newington, NH to an unrelated third party for a sale
price of $13 .4 million as that property no longer met
our investment objectives and recorded a gain on sale
in the amount of $11 .8 million on our consolidated
income statements for the year ended October 31,
2021 . This gain has been subtracted from our FFO as
discussed below .
• In July, September and October 2021, we repurchased
29,154 shares of our Class A Common stock at an
average price of $19 .15 per share and 29,154 shares
of our Common stock at an average price per share
of $16 .76 as we believed the return on this investment
was higher than the return we would get acquiring
new grocery-anchored shopping centers in the
marketplace at that time .
45
Urstadt Biddle ProPerties inc.
• In September 2021, we redeemed 23,829 units of
UB High Ridge, LLC from a 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
24 .6% from 23 .7% .
• In September 2021, we entered into a purchase and
• In December 2021, we refinanced our existing
$6.6 million first mortgage payable secured by
our Boonton, NJ property . The new mortgage has
a principal balance of $11 million and requires
payments of principal and interest at a fixed
interest rate of 3 .45% . The new mortgage matures
in November 2031 .
sale agreement to sell our property located in Chester,
NJ to an unrelated third party for a sale price of $1 .96
million as that property no longer met our 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 2021, and
accordingly the Company recorded a loss on property
held for sale of $342,000, which loss was included in
continuing operations in the consolidated statement
of income for the year ended October 31, 2021 . This
loss has been added back to our FFO as discussed
below . 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 . In December
2021, the Chester Property sale was completed and
we realized an additional loss on sale of property
of $8,000, which loss is included in continuing
operations in the consolidated statement of income
for the year ended October 31, 2022 .
• In October 2021, we refinanced our existing $16.4
million first mortgage payable secured by our
New Providence, NJ property . The new mortgage
has a principal balance of $21 million and requires
payments of principal and interest at a fixed
interest rate of 3 .5% . The new mortgage matures
in November 2031 .
• In November 2021, we redeemed 59,819 units of
UB High Ridge, LLC from noncontrolling members .
The total cash price paid for the redemptions was
$1 .4 million . As a result of the redemption, our
ownership percentage of High Ridge increased to
26 .9% from 24 .6% .
• In November 2021, we entered into a contract to
purchase a 186,400 square foot grocery-anchored
shopping center located in our stated geographic
marketplace . The purchase price is $34 million .
We anticipate that we will close and take title to the
property sometime in our first or second quarter
of fiscal 2022. We plan on funding the purchase price
with available cash or borrowings on our Facility .
46
Leasing
Overview
With significant progress made in vaccinating the
U .S . public and signs of business improvement, we have
observed a marked increase in leasing activity, including
interest from potential new tenants and tenants interested
in renewing their leases . However, some of our tenants
are in the early stages of a potential recovery and many
of them may still face an uncertain future . As a result, we
may continue to experience higher than typical vacancy
rates, take longer to fill vacancies and suffer potentially
lower rental rates until the recovery becomes more robust .
For the fiscal year 2021, we signed leases for a total
of 742,000 square feet of predominantly retail space in
our consolidated portfolio . New leases for vacant spaces
were signed for 142,000 square feet at an average rental
decrease of 5 .4% on a cash basis, renewals for 600,000
square feet of currently occupied space were signed at
an average rental increase of 1 .3% on a cash basis .
Tenant improvements and leasing commissions
averaged $29 .82 per square foot for new leases for
the fiscal year ended October 31, 2021. There was no
significant cost related to our lease renewals for the
fiscal year ended 2021. There is risk that some new
tenants may be delayed in taking possession of their
space or opening their businesses due to supply
chain issues that result in construction delays or labor
shortages . In the event we are responsible for all or a
portion of the construction resulting in the delay, some
tenants may have the right to terminate their leases .
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. The change
in rental income 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
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 does not
represent building improvements .
New leases signed in 2021 generally become effective
over the following one to two years and have an
average term of 6 years . Renewals also have an average
term of 4 years .
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 could 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 ESTIMATES
Critical accounting estimates are those estimates made
in accordance with GAAP that involve a significant
level of estimation and uncertainty and are reasonably
likely to have a material impact on the financial condition
or results of operations of the Company and require
management’s most difficult, complex or subjective
judgments. Our most significant accounting estimates
are as follows:
• Valuation of investment properties
• Revenue recognition
• Determining the amount of our allowance for
doubtful accounts
Valuation of Investment Properties
At each reporting period management must assess
whether the value of any of its investment properties are
impaired . The judgement of impairment is subjective
and requires management to make assumptions about
future cash flows of an investment property and to
consider other factors . The estimation of these factors
has a direct effect on valuation of investment properties
and consequently net income . As of October 31, 2021,
management does not believe that any of our investment
properties are impaired based on information available
to us at October 31, 2021 . In the future, almost any level
of impairment would be material to our net income .
Revenue Recognition
Our main source of revenue is lease income from our
tenants to whom we lease space at our 79 shopping
centers . The COVID-19 pandemic has caused distress for
many of our tenants as some of those tenant businesses
were forced to close early in the pandemic, and although
most have been allowed to re-open and operate, some
categories of tenants have been slower to recover . As a
result, we have many tenants who have had difficulty
paying all of their contractually obligated rents and we
have reached agreements with many of them to defer or
abate portions of the contractual rents due under their
leases with the Company . In accordance with ASC Topic
842, where appropriate, 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 eventually will be unable
to pay amounts due, and we will incur losses against
our rent receivables, which would reduce lease income .
The extent and timing of the recognition of such losses
will depend on future developments, which are highly
uncertain and cannot be predicted and these future losses
could be material .
Allowance for Doubtful Accounts
GAAP requires us to bill our tenants based on the terms
in their leases and to record lease income on a straight-
line basis . When a tenant does not pay a billed amount
due under their lease, it becomes a tenant account
receivable, or an asset of the Company . GAAP requires
that receivables, like most assets, be recorded at their
realizable value . Each reporting period we analyze our
tenant accounts receivable, and based on the information
available to management at the time, record an allowance
for doubtful account for any unpaid tenant receivable
that we believe is uncollectable . This analysis is subjective
and the conclusions reached have a direct impact on net
income . As of October 31, 2021, the portion of our billed
but unpaid tenant receivables, excluding straight-line rent
receivables that we believe are collectable, amounts to
$2 .7 million .
For a further discussion of our accounting estimates
and critical accounting policies, please see Note 1 in our
consolidated financial statements included in this Annual
Report .
47
Urstadt Biddle ProPerties inc. LIQUIDITY AND CAPITAL RESOURCES
Overview
At October 31, 2021, we had cash and cash equivalents
of $24 .1 million, compared to $40 .8 million at October 31,
2020 . 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. In fiscal 2021, 2020 and
2019, net cash flow provided by operations amounted to
$73 .7 million, $61 .9 million and $72 .3 million, respectively .
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, 2021, 2020 and 2019 totaled $29 .0
million, $30 .0 million and $42 .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”
and the “Rent Deferrals, Abatements and Lease
Restructurings” sections 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. As
of October 31, 2021, we have collected 93% of all deferred
rents billed by October 31, 2021 .
During the first two quarters of fiscal 2021, the Board
of Directors declared and the Company paid quarterly
dividends that were reduced from pre-pandemic levels,
as more extensively discussed under the “Impact
of COVID-19” section earlier in this Annual Report .
Subsequent to the end of the second quarter, the Board
of Directors increased our Common and Class A
Common stock dividends when compared to the reduced
dividends that have been paid during the pandemic . In
December 2021, the Board of Directors further increased
the annualized dividend by $0 .03 per Common and
Class A Common share beginning with our January 2022
dividend, which will be paid on January 14, 2022 .
Future determinations regarding quarterly dividends will
impact the Company’s short-term liquidity requirements .
In June 2021, we sold our last non-core shopping
center located in Newington, NH for a sale price of
$13 .4 million .
In November 2021, we entered into a contract to
purchase a 186,400 square foot grocery-anchored
shopping center located in our stated geographic
marketplace . The purchase price is $34 million . We
anticipate that we will close and take title to the property
sometime in our first or second quarter of fiscal 2022.
We plan on funding the purchase price with available
cash or borrowings on our Facility .
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, 2021,
we paid approximately $15 .5 million for property
improvements, tenant improvements and leasing
commission costs ($6 .3 million representing property
improvements, $5 .2 million in property improvements
related to our Stratford project (see paragraph below) and
approximately $4 .0 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
48
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS tenant negotiations, market conditions and rental rates .
We expect to incur approximately $6 .5 million for
anticipated capital improvements, tenant improvements/
allowances and leasing costs related to new tenant leases
and property improvements during fiscal 2022. 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.
The above amounts do not include a potential new self-
storage development at our Pompton Lakes, NJ property .
The cost for this development is still in the planning
stages but the anticipated cost is estimated to be
$7 million, which will be funded with available cash
or borrowings on our Facility .
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 built one pad-site building
that is leased to two retail chains and will be building
another pad-site building once the owner of a billboard
receives approvals to build a cell tower on an alternate site
on our adjacent shopping center property . These two pad
sites total approximately 5,200 square feet . In addition, at
this property we built a recently opened self-storage facility
with approximately 90,000 square feet of GLA, which
is managed for us by a national self-storage company .
The total project cost of the completed pad site and the
completed self-storage facility was approximately
$18 .8 million (excluding land cost) . The storage building
is approximately 52 .3% leased as of October 31, 2021 .
We plan on funding the development cost for the second
pad site with available cash, borrowings on our Facility
or other sources, as more fully described earlier in this
Annual Report .
Financing Strategy
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 $296 .4 million primarily consist of $1 .7 million
in variable rate debt with an interest rate of 4 .18% as
of October 31, 2021 and $294.7 million in fixed-rate
mortgage loan with a weighted average interest rate of
4 .0% at October 31, 2021 . The mortgages are secured by
24 properties with a net book value of $509 million and
have fixed rates of interest ranging from 3.5% to 4.9%.
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. At October 31,
2021, we had 49 properties in the consolidated portfolio
that were unencumbered by mortgages .
Included in the mortgage notes discussed above,
we have eight promissory notes secured by properties
we consolidate and three promissory notes secured by
properties in joint ventures that we do not consolidate .
The interest rate on these 11 notes is based on some
variation of the London Interbank Offered Rate
(“LIBOR”) plus some amount of credit spread . In
addition, on the day these notes were executed by us,
we entered into derivative interest rate swap contracts,
the counterparty of which was either the lender on the
aforementioned promissory notes or an affiliate of that
lender . These swap contracts are in accordance with the
International Swaps and Derivatives Association, Inc
(“ISDA”) . These swap contracts convert the variable
interest rate in the notes, which are based on LIBOR,
to a fixed rate of interest for the life of each note. In
July 2017, the United Kingdom regulator that regulates
LIBOR announced its intention to phase out LIBOR
rates by the end of 2021 . However, the ICE Benchmark
Administration, in its capacity as administrator of USD
LIBOR, has announced that it extended 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 . At some point, all contracts,
including our 11 promissory notes and 11 swap contracts
that use LIBOR, will no longer have the reference rate
available and the reference rate will need to be replaced .
We have good working relationships with all of our
lenders to our notes, who are also the counterparties to
our swap contracts . All indications we have received
from our lenders and counterparties is that their goal is
to have the replacement reference rate under the notes
match the replacement rates in the swaps . If this were to
happen, we believe there would be no material 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 swap contracts will stop
being published, we cannot be sure how the replacement
rate event will conclude . Until we have more clarity from
our lenders and counterparties on how they plan on
dealing with this replacement rate event, we cannot be
certain of the impact on the Company . See ”Quantitative
and Qualitative Disclosures about Market Risk” included
in this Annual Report for additional information on our
interest rate risk .
49
Urstadt Biddle ProPerties inc. We currently maintain a ratio of total debt to total
assets below 30.0% and a fixed charge coverage ratio of
over 3 .5 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 .
At October 31, 2021, we had borrowing capacity of
$124 million on our Facility (exclusive of the accordion
feature discussed in the following paragraph) . Our
Facility includes financial covenants that limit, among
other things, our ability to incur unsecured and secured
indebtedness .
Unsecured Revolving Credit Facility and Other
Property Financings
Until it was terminated on March 30, 2021, we had 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
included Wells Fargo Bank N .A . and Bank of Montreal
(co-syndication agents) . The credit facility gave us 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 credit facility was
August 23, 2021 .
On March 30, 2021, we refinanced our existing credit
facility with the same syndicate of three banks led by
The Bank of New York Mellon, as administrative agent,
increasing the capacity to $125 million from $100 million,
with the ability under certain conditions to additionally
increase the capacity to $175 million (subject to lender
approval) . The maturity date of the new Facility is
March 29, 2024 with a one-year extension at our option .
Borrowings under the Facility can be used for general
corporate purposes and the issuance of letters of credit (up
to $10 million) . Borrowings will bear interest at our option
of Eurodollar rate plus 1 .45% to 2 .20% or The Bank of
New York’s Prime Lending Rate plus 0 .45% to 1 .20% based
on consolidated total indebtedness, as defined. We pay
a quarterly commitment fee on the unused commitment
amount of 0 .15% to 0 .25% based on outstanding
borrowings during the year . Our ability to borrow
under the Facility is subject to our compliance with the
covenants and other restrictions on an ongoing basis . The
principal financial covenants limit the level of secured and
unsecured indebtedness we can incur, including preferred
stock and additionally requires us to maintain certain debt
coverage ratios . The Facility includes market standard
provisions for determining the benchmark replacement
rate for LIBOR . The Company was in compliance with
such covenants at October 31, 2021 .
The Facility contains representations and financial
and other affirmative and negative covenants usual and
customary for this type of agreement . So long as any
50
amounts remain outstanding or unpaid under the Facility,
we must satisfy certain financial covenants:
• unsecured indebtedness may not exceed $400 million;
• secured indebtedness may not exceed 40% of gross
asset value, as determined under the Facility;
• total secured and unsecured indebtedness, excluding
preferred stock, may not be more than 60% of gross
asset value;
• total secured and unsecured indebtedness, plus
preferred stock, may not be more than 70% of gross
asset value;
• unsecured indebtedness may not exceed 60% of the
eligible real asset value of unencumbered properties
in the unencumbered asset pool as defined under the
Facility;
• earnings before interest, taxes, depreciation and
amortization must be at least 175% of fixed charges,
which exclude preferred stock dividends;
• the net operating income from unencumbered
properties must be 200% of unsecured interest
expenses;
• not more than 25% of the gross asset value and
unencumbered asset pool may be attributable to the
Company’s pro rata share of the value of unencumbered
properties owned by non-wholly owned subsidiaries
or unconsolidated joint ventures; and
• the number of un-mortgaged properties in the
unencumbered asset pool must be at least 10 and at
least 10 properties must be owned by the Company
or a wholly owned subsidiary .
For purposes of these covenants, eligible real estate
value is calculated as the sum of the Company’s
properties annualized net operating income for the prior
four fiscal quarters capitalized at 6.75% and the purchase
price of any eligible real estate asset acquired during the
prior four fiscal quarters. Gross asset value is calculated
as the sum of eligible real estate value, the Company’s
pro rata share of eligible real estate value of eligible joint
venture assets, cash and cash equivalents, marketable
securities, the book value of the Company’s construction
projects and the Company’s pro rata share of the book
value of construction projects owned by unconsolidated
joint ventures, and eligible mortgages and trade
receivables, as defined in the agreement.
During the year ended October 31, 2021, we repaid
$35 million on our Facility with available cash and
proceeds from secured mortgage financings.
See Note 4 to our consolidated financial statements
included in this Annual Report for a further description
of mortgage financing transactions in fiscal 2021 and 2020.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Contractual Obligations
Our contractual payment obligations as of October 31, 2021 were as follows (amounts in thousands):
Mortgage notes payable and other loans
Interest on mortgage notes payable
Capital improvements to properties*
Property Acquisitions
Payments Due by Period
Total
$296,449
61,283
6,536
33,500
2022
$39,889
12,243
6,536
33,500
2023
2024
2025
2026
Thereafter
$ 6,628
11,017
—
—
$25,419
10,675
—
—
$86,472
7,241
—
—
$11,913
5,918
—
—
$126,128
14,189
—
—
Total Contractual Obligations
$397,768
$92,168
$17,645
$36,094
$93,713
$17,831
$140,317
*Includes committed tenant-related obligations based on executed leases as of October 31, 2021 .
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 .
Unconsolidated Joint Venture Debt
We have six 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
• a 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
2021
$24,600
$18,000
$11,100
$ 1,800
Per Annum
4 .80%
4 .81%
4 .18%
3 .38%
Date
Dec 2027
Oct 2028
Feb 2024
Aug 2026
51
Urstadt Biddle ProPerties inc.
Net Cash Flows from Operating Activities
Net Cash Flows from Financing Activities
Variance from fiscal 2020 to 2021:
The net increase in operating cash flows when
compared with the corresponding prior period was
primarily related to an increase of lease income related
to the collection of rents that were deferred in fiscal
2020 and the collection of lease income from tenants that
we account for on a cash basis in accordance with ASC
Topic 842 .
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 .
Cash generated:
Fiscal 2021: (Total $39.4 million)
• Proceeds from mortgage financings in the amount of
$39 .2 million .
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
amount of $25 .5 million .
• Proceeds from mortgage financing of $47 million.
• Proceeds from the issuance of a new series of
preferred stock totaling $106 .2 million .
Net Cash Flows from Investing Activities
Cash used:
Variance from 2020 to 2021:
The decrease in net cash flows used in investing
activities for the fiscal year ended October 31, 2021
when compared to the corresponding prior period was
the result of selling two properties in fiscal 2021, which
generated $13.0 million more in cash flow in fiscal 2021
versus fiscal 2020 and expending $6.9 million less on
property improvements in fiscal 2021 when compared
with the corresponding prior period .
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.
We regularly make capital investments in our
properties for property improvements, tenant
improvements costs and leasing commissions .
Fiscal 2021: (Total $129.3 million)
• Dividends to shareholders in the amount of
$42 .7 million .
• Repayment of mortgage notes payable $34 .6 million .
• Amortization of mortgage notes payable $6 .9 million .
• Repayments of revolving credit line borrowings
$35 .0 million .
• Acquisitions of noncontrolling interests of $5 .1 million .
• Distributions to noncontrolling interests of $3 .6 million .
• Repurchase of Common and Class A Common stock
in the amount of $1 .0 million .
Fiscal 2020: (Total $131.5 million)
• Dividends to shareholders in the amount of $44 .2
million .
• Repayment of mortgage notes payable in the amount
of $7 .1 million .
• Acquisitions of noncontrolling interests in the amount
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 .
• Repayment of mortgage notes payable in the amount
of $33 .4 million .
• Repayment of revolving credit line borrowings in the
amount of $54 .1 million .
• Additional acquisitions and distributions to
noncontrolling interests of $9 .5 million .
52
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Fiscal 2021 vs. Fiscal 2020
The following information summarizes our results of operations for the years ended October 31, 2021 and 2020
(amounts in thousands):
Revenues
Base rents
Recoveries from tenants
Less uncollectable amounts in lease income
Less ASC Topic 842 cash basis lease income reversal
Total lease income
Lease termination
Other income
Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
Year Ended
October 31,
2021
2020
$ 99,488
35,090
1,529
2,685
$ 99,387
28,889
3,916
3,419
130,364
120,941
967
4,250
705
5,099
Change Attributable to:
Increase
(Decrease) Change
% Acquisitions/
Sales
Property Properties Held
in Both Periods
(Note 1)
$ 101
6,201
(2,387)
(734)
0 .1%
21 .5%
(61 .0)%
(21 .5)%
$(113)
(105)
—
(158 )
262
(849)
37 .2%
(16 .7)%
—
(10)
22,938
23,674
29,032
8,985
19,542
23,464
29,187
10,643
3,396
210
(155)
(1,658)
17 .4%
0 .9%
(0 .5)%
(15 .6)%
220
52
73
n/a
$ 214
6,306
(2,387)
(576)
262
(839)
3,176
158
(228)
n/a
(421)
n/a
Non-Operating Income/Expense
Interest expense
Interest, dividends, and other investment income
13,087
231
13,508
398
(421)
(167)
(3 .1)%
(42 .0)%
—
n/a
Note 1— Properties held in both periods includes only properties owned for the entire periods of 2021 and 2020 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 0.1% to $99.5 million for the fiscal year ended October 31, 2021 as compared with $99.4
million in the comparable period of 2020 . 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 2020, we sold two properties totaling 18,100 square feet. In fiscal 2021 we sold two properties totaling
105,800 square feet . These properties accounted for all of the revenue and expense changes attributable to property
acquisitions and sales in the fiscal year ended October 31, 2021 when compared with fiscal 2020.
53
Urstadt Biddle ProPerties inc.
of them to pay their rents when due . Our assessment
was that any billed but unpaid rents would likely be
uncollectable. During the fiscal year ended 2021, many
of our tenants saw early signs of business improvement
as regulatory restrictions were relaxed and individuals
began returning to pre-pandemic activities following
significant progress made in vaccinating the U.S. public.
As a result, the uncollectable amounts in lease income
have been declining .
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
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
continuing to analyze our entire tenant base, we
determined that as a result of the COVID-19 pandemic,
89 tenants’ future lease payments were no longer probable
of collection . All of these tenants were converted to cash
basis after our second quarter of fiscal 2020 and prior
to our third quarter of fiscal 2021. As of October 31, 2021,
27 of the 89 tenants are no longer tenants in the Company’s
properties . During the three months ended October 31,
2021, we restored 13 of the 89 tenants to accrual-basis
accounting as those tenants have now demonstrated their
ability to service the payments due under their leases and
have no arrears balances . As of October 31, 2021, 49 tenants
continue to be accounted for on a cash-basis, or 5 .9% of
our approximate 832 tenants . As a result of this assessment,
we reversed $576,000 more in billed but uncollected rent
and straight-line rent for cash basis tenants in the fiscal
year ended October 31, 2020 than we did in fiscal 2021.
Expenses
Property Operating
In the fiscal year ended October 31, 2021, property
operating expenses increased by $3 .2 million when
compared to the prior period as a result of having higher
common area maintenance expenses related to snow
removal, landscaping and parking lot repairs .
Properties Held in Both Periods:
Revenues
Base Rent
In the fiscal year ended October 31, 2021, base rent for
properties held in both periods increased by $214,000
when compared with the corresponding prior periods as
a result of additional leasing in the portfolio in fiscal 2021
when compared to the corresponding prior period .
In fiscal 2021, we leased or renewed approximately
742,000 square feet (or approximately 16 .8% of total
consolidated GLA) . At October 31, 2021, the Company’s
consolidated properties were 91 .9% leased (90 .4% leased
at October 31, 2020) .
Tenant Recoveries
In the fiscal year ended October 31, 2021, recoveries
from tenants (which represent reimbursements from
tenants for operating expenses and property taxes)
increased by a net $6 .3 million when compared with
the corresponding prior period .
The increase in tenant recoveries was the result of
having higher common area maintenance expenses in the
fiscal year ended October 31, 2021 when compared with
the corresponding prior period related to snow removal,
landscaping and parking lot repairs . In addition, we
completed the 2020 annual reconciliations for both common
area maintenance and real estate taxes in the first half of
fiscal 2021 and those reconciliations resulted in us billing
our tenants more than we had anticipated and accrued for
in the prior period, which increased tenant reimbursement
income in fiscal 2021. In addition, the percentage of common
area maintenance and real estate tax costs that we recover
from our tenants generally increased in fiscal 2021 when
compared with fiscal 2020 as the effects of the pandemic
on our tenants businesses is lessening .
Uncollectable Amounts in Lease Income
In the fiscal year ended October 31, 2021, uncollectable
amounts in lease income decreased by $2 .4 million when
compared with the prior year . In the second quarter of
fiscal 2020, we significantly increased our uncollectable
amounts in lease income based on our assessment of the
collectability of existing non-credit small shop tenants’
receivables given the on-set of the COVID-19 pandemic in
March 2020 . A number of 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 the
second and third quarters of fiscal 2020. This placed stress
on our small shop tenants and made it difficult for many
54
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Property Taxes
In the fiscal year ended October 31, 2021, property tax
expense was relatively unchanged when compared with
the corresponding prior period .
Depreciation and Amortization
In the fiscal year ended October 31, 2021, depreciation
and amortization was relatively unchanged when
compared with the corresponding prior period .
Interest
In the fiscal year ended October 31, 2021, interest
expense decreased by $421,000 when compared with
the corresponding prior period, predominantly related
to the refinancing of a mortgage secured by our New
Providence, NJ property in fiscal 2021 and by repaying
all outstanding amounts on our Facility in fiscal 2021.
General and Administrative Expenses
In the fiscal year ended October 31, 2021, general
and administrative expenses decreased by $1 .7 million
when compared with the corresponding prior period,
predominantly related to a decrease in compensation
and benefits expense. The decrease was the result of
accelerated vesting of restricted stock grant value upon
the death of our former Chairman Emeritus in the second
quarter of fiscal 2020.
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
Less ASC Topic 842 cash basis lease income reversal
Total lease income
Lease termination
Other income
Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
Year Ended
October 31,
2020
2019
$ 99,387
28,889
3,916
3,419
$100,459
32,784
956
—
120,941
132,287
705
5,099
221
4,374
Change Attributable to:
Increase
(Decrease) Change
% Acquisitions/
Sales
Property Properties Held
in Both Periods
(Note 2)
$(1,072)
(3,895)
2,960
3,419
(1 .1)%
(11 .9)%
309 .6%
100 .0%
$(351) $ (721)
(3,886)
2,960
3,410
(9)
—
9
484
725
219 .0%
16 .6%
—
(241)
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%
484
966
(2,345)
175
1,356
n/a
(897)
n/a
(264)
(74)
(99)
n/a
303
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 2— 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 .
55
Urstadt Biddle ProPerties inc.
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) .
56
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 on-going 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
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
collection, revenue recognition for that tenant must be
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.
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 .
57
Urstadt Biddle ProPerties inc. 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, 2021, 2020 and 2019 (amounts in thousands):
Year Ended October 31,
2021
2020
2019
Net Income Applicable to Common and Class A Common Stockholders
$ 33,633
$ 8,533
$22,128
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
22,936
4,429
1,599
1,518
(11,864)
—
22,662
4,694
1,737
1,499
6,047
—
22,668
3,521
1,652
1,505
19
462
Funds from Operations Applicable to Common and Class A Common Stockholders
$ 52,251
$45,172
$51,955
FFO amounted to $52.3 million in fiscal 2021 compared to
$45.2 million in fiscal 2020 and $52.0 million in fiscal 2019.
The net increase in FFO in fiscal 2021 when compared
with fiscal 2020 was predominantly attributable, among
other things, to:
Increases:
• An increase in variable lease income (cost recovery
income) related to an under-accrual adjustment in
recoveries from tenants for real estate taxes and
common area maintenance in fiscal 2021 and a
general increase in the rate at which we recover costs
from our tenants as a result of the reduced impact of
the COVID-19 pandemic on our tenants businesses,
which resulted in a positive variance in fiscal 2021
when compared to the same period of fiscal 2020.
• A $262,000 increase in lease termination income in
fiscal 2021 when compared with the corresponding
prior period as a result of one tenant that occupied
multiple spaces in our portfolio ceasing operations
and buying out the remaining terms of its leases .
• A net decrease in general and administrative expenses
of $1 .7 million, predominantly related to a decrease
in compensation and benefits expense in fiscal 2021
when compared to the corresponding prior period .
The decrease was the result of accelerated vesting
of restricted stock grant value upon the death of our
former Chairman Emeritus in the second quarter of
fiscal 2020.
• A decrease in uncollectable amounts in lease income
of $2.4 million. In the second quarter of fiscal
2020, we significantly increased our uncollectable
amounts in lease income based on our assessment
of the collectability of existing non-credit small shop
tenants’ receivables given the onset of the COVID-19
pandemic in March 2020 . A number of 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 the second and third
quarters of fiscal 2020. This placed stress on our small
shop tenants and made it difficult for many of them
to pay their rents when due . Our assessment was that
any billed but unpaid rents for such tenants would
likely be uncollectable. During the fiscal year ended
October 31, 2021, many of our tenants saw early signs
of business improvement as regulatory restrictions
were relaxed and individuals began returning to
pre-pandemic activities following significant progress
made in vaccinating the U .S . public . As a result, the
uncollectable amounts in lease income have been
declining . We have even recovered receivables that
were previously reserved for .
• A decrease in the reversal of lease income as a result
of the application of ASC Topic 842 “Leases” in
fiscal 2021 when compared with 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 converted
to cash-basis accounting and be limited to the lesser
of the amount billed or collected from that tenant,
58
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 continuing to analyze our entire tenant
base, we determined that as a result of the COVID-19
pandemic, 89 tenants’ future lease payments were
no longer probable of collection . All of these tenants
were converted to cash basis after our second quarter
of fiscal 2020 and prior to our third quarter of fiscal
2021 . As of October 31, 2021, 27 of the 89 tenants are no
longer tenants in the Company’s properties . During
the three months ended October 31, 2021, we restored
13 of the 89 tenants to accrual-basis accounting as those
tenants have now demonstrated their ability to service
the payments due under their leases and have no
significant arrears balances. As of October 31, 2021, 49
tenants continue to be accounted for on a cash-basis, or
5 .9% of our approximate 832 tenants . As a result of this
assessment, we reversed $734,000 more in billed but
uncollected rent and straight-line rent for cash basis
tenants in the fiscal year ended October 31, 2020 than
we did in fiscal 2021. In addition, as the effect of the
pandemic has lessened, even tenants accounted for on
a cash-basis have paid more of their rents in fiscal 2021
than they did in fiscal 2020 and that created a positive
variance in FFO in fiscal 2021 when compared with
fiscal 2020.
• A decrease of $242,000 in net income to
noncontrolling interests . This decrease was caused by
our redemption of noncontrolling units in fiscal 2020
and fiscal 2021. In addition, distributions decreased
to noncontrolling unit owners whose distributions
per unit were based on the dividend rate of our Class
A Common stock, which was significantly reduced
in the first half of fiscal 2021 when compared to the
corresponding prior period .
Decreases:
• A decrease in gain on marketable securities as we
had invested excess cash in marketable securities and
sold them in fiscal 2020 realizing a gain of $258,000
in fiscal 2020. We did not have similar gains in fiscal
2021, which creates a negative variance in fiscal 2021
when compared with fiscal 2020.
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 .
59
Urstadt Biddle ProPerties inc.
• 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 .
Same Property Net Operating Income
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.
60
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Same Property Operating Results:
Number of Properties (Note 1)
Revenue (Note 2):
Base Rent (Note 3)
Uncollectable amounts in lease income
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
Twelve Months Ended
October 31,
%
Three Months Ended
October 31,
%
2021
2020 Change
2021
2020 Change
74
74
$ 99,136
(1,528)
$ 93,564
(3,802)
6 .0%
(59 .8)%
$ 24,509
(148)
$22,891
(342)
7 .1%
(56 .7)%
(2,011)
34,788
402
130,787
(2,306)
28,503
879
116,838
14,084
23,522
2,037
39,643
$ 91,144
11,248
23,343
1,758
36,349
$ 80,489
(12 .8)%
22 .1%
(54 .3)%
11 .9%
25 .2%
0 .8%
15 .9%
9 .1%
13 .2%
(129)
8,046
98
32,376
(530)
7,646
92
29,757
3,107
5,936
573
9,616
$ 22,760
2,639
5,822
443
8,904
$20,853
(75 .7)%
5 .2%
6 .5%
8 .8%
17 .7%
2 .0%
29 .3%
8 .0%
9 .1%
Reconciliation of Same Property NOI to
Most Directly Comparable GAAP Measure:
Other reconciling items:
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)
Unrealized holding gains arising during the periods
Gain on sale of marketable securities
884
471
—
967
632
(2,396)
1,323
303
(163)
1,236
—
—
(13,087)
(8,985)
General and administrative expenses
(1,529)
Uncollectable amounts in lease income
1,529
Uncollectable amounts in lease income—same property
(2,011)
ASC Topic 842 cash-basis lease income reversal
ASC Topic 842 cash-basis lease income reversal—same property 2,011
(355)
Directors fees and expenses
(29,032)
Depreciation and amortization
(3,878)
Adjustment for intercompany expenses and other
Interest expense
1,284
428
182
705
706
2,678
1,433
920
(72)
979
—
258
(13,508)
(10,643)
(3,916)
3,802
(2,327)
2,306
(373)
(29,187)
(4,027)
80
122
—
166
177
306
298
(116)
(4)
431
—
—
(3,025)
(2,109)
(149)
149
(129)
129
(78)
(7,259)
(908)
196
92
—
245
183
898
273
201
19
265
—
—
(3,385)
(2,148)
(426)
342
(551)
530
(86)
(7,600)
(796)
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 .
(52,080)
(48,372)
(11,919)
(11,748)
39,064
11,864
50,928
32,117
(6,047)
26,070
(3,645)
$47,283
(3,887)
$22,183
21 .6%
95 .4%
113 .1%
10,841
(350)
10,491
9,105
(5,719)
19 .1%
3,386
209 .8%
(921)
$ 9,570
(886)
$ 2,500
282 .8%
Same Property Operating Expense Ratio (Note 4)
92.5%
82 .4%
10 .1%
89.0%
90 .4%
(1 .4)%
Note 1—Includes only properties owned for the entire period of both periods presented .
Note 2—Excludes straight line rent, above/below market lease rent, lease termination income .
Note 3— Base rents for the three and twelve month periods ended October 31, 2021 are reduced by approximately $27,000 and $552,000, respectively, in rents that were
deferred and approximately $309,000 and $3 .0 million, in rents that were abated because of COVID-19 . Base rents for the three and twelve month periods
ended October 31, 2021, are increased by approximately $346,000 and $3 .2 million, respectively, in COVID-19 deferred rents that were billed and collected in
those periods .
Base rents for the three and twelve month periods 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, in rents that were abated because of COVID-19 .
Note 4—Represents the percentage of property operating expense and real estate tax .
61
Urstadt Biddle ProPerties inc.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
Management of the Company is responsible for establishing and maintaining adequate internal control over
financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934. The Company’s internal control over financial reporting is a process designed by, or under the supervision
of, the Company’s Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of
Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with generally accepted accounting principles.
The Company’s internal control over financial reporting includes policies and procedures that: relate to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
assets of the Company; provide reasonable assurance of the recording of all transactions necessary to permit the
preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting
principles and the proper authorization of receipts and expenditures in accordance with authorization of the
Company’s management and directors; and provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the
Company’s consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies and
procedures may deteriorate .
Management assessed the effectiveness of the Company’s internal control over financial reporting as of
October 31, 2021 . 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, 2021. 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 .
62
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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, 2021, 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, 2021, 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, 2021 and 2020, 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, 2021, and our report dated January 12, 2022, 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, 2022
63
Urstadt Biddle ProPerties inc.
QUANTITATIVE AND QUALITATIVE DISCLOSURES
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, 2021, we had total mortgage debt and other
notes payable of $296.4 million, of which 100% was fixed-rate, inclusive of variable rate mortgages that have been
swapped to fixed interest rates using interest rate swap derivatives contracts.
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, 2021, we had nine 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 .
At October 31, 2021, we had no outstanding borrowings on our Facility, which bears interest at LIBOR plus 1 .45% .
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% per annum .
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, 2021 (amounts in thousands, except
weighted average interest rate):
For The Fiscal Year Ended October 31,
2022
2023
2024
2025
2026 Thereafter
Estimated
Total Fair Value
$39,890
$6,628
$25,419 $86,472 $11,913
$126,127
$296,449
$299,671
4 .63%
n/a
4 .14%
3 .95%
3 .48%
3 .96%
4 .03%
Mortgage notes payable
and other loans
Weighted average interest
rate for debt maturing
64
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, 2021 and 2020.
PERFORMANCE GRAPH
The following graph compares, for the five-year period beginning October 31, 2016 and ended October 31, 2021,
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
10/16
100 .00
100 .00
100 .00
100 .00
100 .00
10/17
109 .23
106 .13
123 .63
108 .79
80 .26
10/18
109 .82
102 .39
132 .71
110 .94
81 .38
10/19
130 .07
131 .86
151 .73
137 .79
97 .22
10/20
62 .57
54 .47
166 .46
114 .37
48 .55
10/21
132 .91
117 .36
237 .90
167 .34
102 .74
The stock price performance shown on the graph is not necessarily indicative of future price performance .
65
Urstadt Biddle ProPerties inc.
NON-GAAP FINANCIAL MEASURES RECONCILIATIONS
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, 2012 to
October 31, 2021 .
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
Funds from Operations (Diluted) Per Share:
Common
Class A Common
Weighted Average Number of Shares Outstanding (Diluted):
Common and Common Equivalent
Class A Common And Class A Common Equivalent
Year Ended October 31,
2021
2020
2019
2018
2017
$ 33,633
22,936
4,429
1,599
1,518
(11,864)
—
$ 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)
—
$ 52,251
$45,172
$51,955
$55,171
$ 43,203
$1.22
$1.36
9,608
29,753
$1 .06
$1 .19
9,385
29,576
$1 .22
$1 .37
9,349
29,654
$1 .30
$1 .47
9,114
29,513
$1 .02
$1 .15
9,026
29,503
66
FINANCIAL STATEMENTS
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
Funds from Operations (Diluted) Per Share:
Common
Class A Common
Weighted Average Number of Shares Outstanding (Diluted):
Common and Common Equivalent
Class A Common And Class A Common Equivalent
Year Ended October 31,
2016
2015
2014
2013
2012
$19,436
18,866
3,517
557
1,589
(362)
—
$ 34,659
18,750
3,161
449
1,414
(20,377)
—
$ 49,469
15,361
3,298
520
1,255
(36,871)
—
$10,613
14,194
2,957
593
$ 12,966
13,277
2,906
479
974
175
—
911
88
—
$43,603
$ 38,056
$ 33,032
$29,506
$ 30,627
$1 .10
$1 .25
8,910
27,112
$0 .99
$1 .12
8,728
26,332
$0 .95
$1 .06
8,536
23,427
$0 .86
$0 .95
8,383
23,357
$0 .98
$1 .08
8,204
20,964
67
Urstadt Biddle ProPerties inc.
DIRECTORS
KEVIN J. BANNON
KEVIN J. BANNON
KEVIN J. BANNON
Director
Director
Director
PGIM Retail Mutual Funds
PGIM Retail Mutual Funds
PGIM Retail Mutual Funds
CATHERINE U. BIDDLE
CATHERINE U. BIDDLE
CATHERINE U. BIDDLE
Executive Vice President
Executive Vice President
Executive Vice President
Urstadt Property Company, Inc.
Urstadt Property Company, Inc.
Urstadt Property Company, Inc.
WILLING L. BIDDLE
WILLING L. BIDDLE
WILLING L. BIDDLE
President and
President and
President and
Chief Executive Officer
Chief Executive Officer
Chief Executive Officer
Urstadt Biddle Properties Inc.
Urstadt Biddle Properties Inc.
Urstadt Biddle Properties Inc.
NOBLE O. CARPENTER, JR.
NOBLE O. CARPENTER, JR.
NOBLE O. CARPENTER, JR.
Senior Managing Director
Senior Managing Director
Senior Managing Director
Banyan Street Capital
Banyan Street Capital
Banyan Street Capital
BRYAN O. COLLEY
BRYAN O. COLLEY
BRYAN O. COLLEY
Principal of entities that own and
Principal of entities that own and
Principal of entities that own and
operate multiple McDonalds
operate multiple McDonalds
operate multiple McDonalds
restaurants
restaurants
restaurants
RICHARD GRELLIER
RICHARD GRELLIER
RICHARD GRELLIER
Managing Director
Managing Director
Managing Director
Deutsche Bank Securities Inc.
Deutsche Bank Securities Inc.
Deutsche Bank Securities Inc.
ROBERT J. MUELLER
ROBERT J. MUELLER
ROBERT J. MUELLER
Retired Senior Executive
Retired Senior Executive
Retired Senior Executive
Vice President
Vice President
Vice President
The Bank of New York
The Bank of New York
The Bank of New York
WILLIS H. STEPHENS, JR.
WILLIS H. STEPHENS, JR.
WILLIS H. STEPHENS, JR.
Principal
Principal
Principal
Stephens Law Firm PLLC
Stephens Law Firm PLLC
Stephens Law Firm PLLC
CHARLES D. URSTADT
CHARLES D. URSTADT
CHARLES D. URSTADT
Chairman
Chairman
Chairman
Urstadt Biddle Properties Inc.
Urstadt Biddle Properties Inc.
Urstadt Biddle Properties Inc.
OFFICERS
OFFICERS
OFFICERS
CHARLES D. URSTADT
CHARLES D. URSTADT
CHARLES D. URSTADT
Chairman
Chairman
Chairman
WILLING L. BIDDLE
WILLING L. BIDDLE
WILLING L. BIDDLE
President and
President and
President and
Chief Executive Officer
Chief Executive Officer
Chief Executive Officer
JOHN T. HAYES
JOHN T. HAYES
JOHN T. HAYES
Senior Vice President,
Senior Vice President,
Senior Vice President,
Chief Financial Officer
Chief Financial Officer
Chief Financial Officer
and Treasurer
and Treasurer
and Treasurer
STEPHAN A. RAPAGLIA
STEPHAN A. RAPAGLIA
STEPHAN A. RAPAGLIA
Senior Vice President,
Senior Vice President,
Senior Vice President,
Chief Operating Officer,
Chief Operating Officer,
Chief Operating Officer,
Real Estate Counsel and
Real Estate Counsel and
Real Estate Counsel and
Assistant Secretary
Assistant Secretary
Assistant Secretary
MIYUN SUNG
MIYUN SUNG
MIYUN SUNG
Senior Vice President,
Senior Vice President,
Senior Vice President,
Chief Legal Officer and
Chief Legal Officer and
Chief Legal Officer and
Secretary
Secretary
Secretary
JAMES M. ARIES
JAMES M. ARIES
JAMES M. ARIES
Senior Vice President
Senior Vice President
Senior Vice President
Director of Acquisitions
Director of Acquisitions
Director of Acquisitions
68
LINDA LACEY
LINDA LACEY
LINDA LACEY
Senior Vice President
Senior Vice President
Senior Vice President
Director of Leasing
Director of Leasing
Director of Leasing
ANDREW ALBRECHT
ANDREW ALBRECHT
ANDREW ALBRECHT
Vice President
Vice President
Vice President
Director of Management
Director of Management
Director of Management
and Construction
and Construction
and Construction
JOSEPH ALLEGRETTI
JOSEPH ALLEGRETTI
JOSEPH ALLEGRETTI
Vice President
Vice President
Vice President
Leasing
Leasing
Leasing
NICHOLAS CAPUANO
NICHOLAS CAPUANO
NICHOLAS CAPUANO
Vice President and
Vice President and
Vice President and
Real Estate Counsel
Real Estate Counsel
Real Estate Counsel
SUZANNE MOORE
SUZANNE MOORE
SUZANNE MOORE
Vice President and Director of
Vice President and Director of
Vice President and Director of
Accounts Receivable
Accounts Receivable
Accounts Receivable
CHRISTOPHER PEREZ
CHRISTOPHER PEREZ
CHRISTOPHER PEREZ
Vice President and Controller
Vice President and Controller
Vice President and Controller
SUZANNE CRISCITELLI
SUZANNE CRISCITELLI
SUZANNE CRISCITELLI
Assistant Vice President/Lease
Assistant Vice President/Lease
Assistant Vice President/Lease
Administration
Administration
Administration
STEVE DUDZIEC
STEVE DUDZIEC
STEVE DUDZIEC
Assistant Vice President
Assistant Vice President
Assistant Vice President
Leasing
Leasing
Leasing
ELLEN HANRAHAN
ELLEN HANRAHAN
ELLEN HANRAHAN
Assistant Vice President and
Assistant Vice President and
Assistant Vice President and
Assistant Secretary
Assistant Secretary
Assistant Secretary
JANINE IAROSSI
JANINE IAROSSI
JANINE IAROSSI
Assistant Vice President
Assistant Vice President
Assistant Vice President
Insurance and
Insurance and
Insurance and
Benefits Administrator
Benefits Administrator
Benefits Administrator
MARY MURRAY
MARY MURRAY
MARY MURRAY
Assistant Vice President and
Assistant Vice President and
Assistant Vice President and
Director of Operations
Director of Operations
Director of Operations
MONICA ROTH
MONICA ROTH
MONICA ROTH
Assistant Vice President
Assistant Vice President
Assistant Vice President
Environmental Project Manager,
Environmental Project Manager,
Environmental Project Manager,
Management and Construction
Management and Construction
Management and Construction
JEREMY SCHWARTZ
JEREMY SCHWARTZ
JEREMY SCHWARTZ
Assistant Vice President
Assistant Vice President
Assistant Vice President
Leasing
Leasing
Leasing
BRENDAN SHANLEY
BRENDAN SHANLEY
BRENDAN SHANLEY
Assistant Vice President
Assistant Vice President
Assistant Vice President
Property Management
Property Management
Property Management
and Sustainability Manager
and Sustainability Manager
and Sustainability Manager
FINANCIAL STATEMENTS CORPORATE INFORMATION
SECURITIES TRADED
New York Stock Exchange Symbols: UBA, UBP,
UBPPRH and UBPPRK Stockholders of Record
as of December 31, 2021:
Common Stock: 488 and
Class A Common Stock: 585
ANNUAL MEETING
The annual meeting of stockholders will be
on March 17, 2022 conducted live via audio
webcast at 2:00 P.M., Eastern Time via
www.virtualshareholdermeeting.com/UBA2022.
FORM 10-K
A copy of the Company’s 2021 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.
INVESTOR RELATIONS
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
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
Goodwives Shopping Center,
Darien, CT