Maryland
|
04-2458042
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
321 Railroad Avenue, Greenwich, CT
|
06830
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
☐
|
Accelerated filer
☒
|
Non-accelerated filer
☐
|
Smaller reporting company
☐
|
Part I. Financial Information
|
||
Item 1.
|
Financial Statements (Unaudited)
|
|
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Part II. Other Information
|
||
Item 1.
|
||
Item 2.
|
||
Item 6.
|
||
Signatures
|
ASSETS
|
April 30, 2016
|
October 31, 2015
|
||||||
(Unaudited)
|
||||||||
Real Estate Investments:
|
||||||||
Real Estate– at cost
|
$
|
951,223
|
$
|
941,690
|
||||
Less: Accumulated depreciation
|
(175,513
|
)
|
(165,660
|
)
|
||||
775,710
|
776,030
|
|||||||
Investments in and advances to unconsolidated joint ventures
|
38,894
|
39,305
|
||||||
814,604
|
815,335
|
|||||||
Cash and cash equivalents
|
3,399
|
6,623
|
||||||
Restricted cash
|
2,544
|
2,191
|
||||||
Tenant receivables
|
22,157
|
22,353
|
||||||
Prepaid expenses and other assets
|
13,095
|
9,334
|
||||||
Deferred charges, net of accumulated amortization
|
6,444
|
5,239
|
||||||
Total Assets
|
$
|
862,243
|
$
|
861,075
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Liabilities:
|
||||||||
Revolving credit line
|
$
|
35,250
|
$
|
22,750
|
||||
Mortgage notes payable and other loans
|
257,506
|
260,457
|
||||||
Accounts payable and accrued expenses
|
5,109
|
3,438
|
||||||
Deferred compensation – officers
|
143
|
155
|
||||||
Other liabilities
|
16,135
|
17,542
|
||||||
Total Liabilities
|
314,143
|
304,342
|
||||||
Redeemable Noncontrolling Interests
|
17,251
|
15,955
|
||||||
Commitments and Contingencies
|
||||||||
Stockholders' Equity:
|
||||||||
7.125% Series F Cumulative Preferred Stock (liquidation preference of $25 per share); 5,175,000 shares issued and outstanding
|
129,375
|
129,375
|
||||||
6.75% Series G Cumulative Preferred Stock (liquidation preference of $25 per share); 3,000,000 shares issued and outstanding
|
75,000
|
75,000
|
||||||
Excess Stock, par value $0.01 per share; 20,000,000 shares authorized; none issued and outstanding
|
-
|
-
|
||||||
Common Stock, par value $0.01 per share; 30,000,000 shares authorized; 9,505,679 and 9,350,885 shares issued and outstanding
|
96
|
94
|
||||||
Class A Common Stock, par value $0.01 per share; 100,000,000 shares authorized; 26,466,856 and 26,370,216 shares issued and outstanding
|
265
|
264
|
||||||
Additional paid in capital
|
433,825
|
431,411
|
||||||
Cumulative distributions in excess of net income
|
(105,919
|
)
|
(94,136
|
)
|
||||
Accumulated other comprehensive (loss)
|
(1,793
|
)
|
(1,230
|
)
|
||||
Total Stockholders' Equity
|
530,849
|
540,778
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
862,243
|
$
|
861,075
|
Six Months Ended
|
Three Months Ended
|
|||||||||||||||
April 30,
|
April 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Revenues
|
||||||||||||||||
Base rents
|
$
|
41,570
|
$
|
42,186
|
$
|
21,498
|
$
|
21,175
|
||||||||
Recoveries from tenants
|
12,865
|
15,648
|
6,493
|
8,502
|
||||||||||||
Lease termination income
|
332
|
44
|
290
|
-
|
||||||||||||
Other income
|
1,850
|
678
|
885
|
373
|
||||||||||||
Total Revenues
|
56,617
|
58,556
|
29,166
|
30,050
|
||||||||||||
Expenses
|
||||||||||||||||
Property operating
|
9,740
|
12,039
|
4,973
|
6,953
|
||||||||||||
Property taxes
|
9,148
|
9,036
|
4,525
|
4,574
|
||||||||||||
Depreciation and amortization
|
11,347
|
11,293
|
5,659
|
5,767
|
||||||||||||
General and administrative
|
4,753
|
4,279
|
2,291
|
2,011
|
||||||||||||
Provision for tenant credit losses
|
608
|
526
|
369
|
183
|
||||||||||||
Acquisition costs
|
129
|
1,946
|
49
|
178
|
||||||||||||
Directors' fees and expenses
|
165
|
191
|
82
|
77
|
||||||||||||
Total Operating Expenses
|
35,890
|
39,310
|
17,948
|
19,743
|
||||||||||||
Operating Income
|
20,727
|
19,246
|
11,218
|
10,307
|
||||||||||||
Non-Operating Income (Expense):
|
||||||||||||||||
Interest expense
|
(6,520
|
)
|
(6,694
|
)
|
(3,249
|
)
|
(3,430
|
)
|
||||||||
Equity in net income from unconsolidated joint ventures
|
920
|
947
|
537
|
473
|
||||||||||||
Interest, dividends and other investment income
|
101
|
143
|
50
|
128
|
||||||||||||
Net Income
|
15,228
|
13,642
|
8,556
|
7,478
|
||||||||||||
Noncontrolling interests:
|
||||||||||||||||
Net income attributable to noncontrolling interests
|
(442
|
)
|
(384
|
)
|
(217
|
)
|
(231
|
)
|
||||||||
Net income attributable to Urstadt Biddle Properties Inc.
|
14,786
|
13,258
|
8,339
|
7,247
|
||||||||||||
Preferred stock dividends
|
(7,140
|
)
|
(7,464
|
)
|
(3,570
|
)
|
(3,570
|
)
|
||||||||
Net Income Applicable to Common and Class A Common Stockholders
|
$
|
7,646
|
$
|
5,794
|
$
|
4,769
|
$
|
3,677
|
||||||||
Basic Earnings Per Share:
|
||||||||||||||||
Per Common Share:
|
$
|
0.20
|
$
|
0.15
|
$
|
0.13
|
$
|
0.10
|
||||||||
Per Class A Common Share:
|
$
|
0.23
|
$
|
0.17
|
$
|
0.14
|
$
|
0.11
|
||||||||
Diluted Earnings Per Share:
|
||||||||||||||||
Per Common Share:
|
$
|
0.20
|
$
|
0.15
|
$
|
0.12
|
$
|
0.10
|
||||||||
Per Class A Common Share:
|
$
|
0.22
|
$
|
0.17
|
$
|
0.14
|
$
|
0.11
|
||||||||
Dividends Per Share:
|
||||||||||||||||
Common
|
$
|
0.46
|
$
|
0.45
|
$
|
0.2300
|
$
|
0.2250
|
||||||||
Class A Common
|
$
|
0.52
|
$
|
0.51
|
$
|
0.2600
|
$
|
0.2550
|
Six Months Ended
April 30,
|
Three Months Ended
April 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Net Income
|
$
|
15,228
|
$
|
13,642
|
$
|
8,556
|
$
|
7,478
|
||||||||
Other comprehensive income (loss):
|
||||||||||||||||
Change in unrealized income (losses) on interest rate swaps
|
(563
|
)
|
(1,171
|
)
|
(104
|
)
|
543
|
|||||||||
Total comprehensive income
|
14,665
|
12,471
|
8,452
|
8,021
|
||||||||||||
Comprehensive income attributable to noncontrolling interests
|
(442
|
)
|
(384
|
)
|
(217
|
)
|
(231
|
)
|
||||||||
Total Comprehensive income attributable to Urstadt Biddle Properties Inc.
|
14,223
|
12,087
|
8,235
|
7,790
|
||||||||||||
Preferred stock dividends
|
(7,140
|
)
|
(7,464
|
)
|
(3,570
|
)
|
(3,570
|
)
|
||||||||
Total comprehensive income applicable to Common and Class A Common Stockholders
|
$
|
7,083
|
$
|
4,623
|
$
|
4,665
|
$
|
4,220
|
Six Months Ended
|
||||||||
April 30,
|
||||||||
2016
|
2015
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income
|
$
|
15,228
|
$
|
13,642
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
11,347
|
11,293
|
||||||
Straight-line rent adjustment
|
(1,472
|
)
|
(744
|
)
|
||||
Provision for tenant credit losses
|
608
|
526
|
||||||
Restricted stock compensation expense and other adjustments
|
2,302
|
1,971
|
||||||
Deferred compensation arrangement
|
(13
|
)
|
(34
|
)
|
||||
Equity in net (income) of unconsolidated joint ventures
|
(920
|
)
|
(947
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Tenant receivables
|
1,059
|
(1,822
|
)
|
|||||
Accounts payable and accrued expenses
|
1,111
|
944
|
||||||
Other assets and other liabilities, net
|
(3,223
|
)
|
(2,701
|
)
|
||||
Restricted Cash
|
(353
|
)
|
(15
|
)
|
||||
Net Cash Flow Provided by Operating Activities
|
25,674
|
22,113
|
||||||
Cash Flows from Investing Activities:
|
||||||||
Acquisitions of real estate investments
|
-
|
(122,714
|
)
|
|||||
Investments in and advances to unconsolidated joint ventures
|
(375
|
)
|
(17
|
)
|
||||
Deposits on acquisition of real estate investment
|
(2,453
|
)
|
(400
|
)
|
||||
Return of deposits on acquisition of real estate investments
|
640
|
627
|
||||||
Improvements to properties and deferred charges
|
(12,304
|
)
|
(7,405
|
)
|
||||
Distributions to noncontrolling interests
|
(442
|
)
|
(1,426
|
)
|
||||
Distributions from unconsolidated joint ventures
|
1,647
|
1,031
|
||||||
Net Cash Flow (Used in) Investing Activities
|
(13,287
|
)
|
(130,304
|
)
|
||||
Cash Flows from Financing Activities:
|
||||||||
Dividends paid -- Common and Class A Common Stock
|
(18,133
|
)
|
(17,759
|
)
|
||||
Dividends paid -- Preferred Stock
|
(7,140
|
)
|
(7,464
|
)
|
||||
Principal repayments on mortgage notes payable
|
(2,952
|
)
|
(4,775
|
)
|
||||
Proceeds from mortgage financings
|
-
|
67,680
|
||||||
Redemption of preferred stock
|
-
|
(61,250
|
)
|
|||||
Repayment of revolving credit line borrowings
|
(3,000
|
)
|
(80,050
|
)
|
||||
Proceeds from revolving credit line borrowings
|
15,500
|
79,750
|
||||||
Net proceeds from the issuance of preferred stock
|
-
|
4,648
|
||||||
Sales of additional shares of Common and Class A Common Stock
|
114
|
59,854
|
||||||
Net Cash Flow Provided by (Used In) Financing Activities
|
(15,611
|
)
|
40,634
|
|||||
Net (Decrease) In Cash and Cash Equivalents
|
(3,224
|
)
|
(67,557
|
)
|
||||
Cash and Cash Equivalents at Beginning of Period
|
6,623
|
73,029
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
3,399
|
$
|
5,472
|
||||
Supplemental Cash Flow Disclosures:
|
||||||||
Interest Paid
|
$
|
6,528
|
$
|
6,620
|
7.125% Series F Preferred Stock Issued
|
7.125% Series F Preferred Stock A mount
|
6.75% Series G Preferred Stock Issued
|
6.75% Series G Preferred Stock Amount
|
Common Stock Issued
|
Common Stock Amount
|
Class A Common Stock Issued
|
Class A Common Stock Amount
|
Additional Paid In Capital
|
Cumulative
Distributions In
Excess of Net
Income
|
Accumulated
Other Comprehensive Income (loss)
|
Total Stockholders' Equity
|
|||||||||||||||||||||||||||||||||||||
Balances - October 31, 2015
|
5,175,000
|
$
|
129,375
|
3,000,000
|
$
|
75,000
|
9,350,885
|
$
|
94
|
26,370,216
|
$
|
264
|
$
|
431,411
|
$
|
(94,136
|
)
|
$
|
(1,230
|
)
|
$
|
540,778
|
||||||||||||||||||||||||||
Net income applicable to Common and Class A common stockholders
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
7,646
|
-
|
7,646
|
||||||||||||||||||||||||||||||||||||
Change in unrealized losses on interest rate swap
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(563
|
)
|
(563
|
)
|
||||||||||||||||||||||||||||||||||
Cash dividends paid :
|
||||||||||||||||||||||||||||||||||||||||||||||||
Common stock ($0.460 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,372
|
)
|
-
|
(4,372
|
)
|
||||||||||||||||||||||||||||||||||
Class A common stock ($.520 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(13,761
|
)
|
-
|
(13,761
|
)
|
||||||||||||||||||||||||||||||||||
Issuance of shares under dividend reinvestment plan
|
-
|
-
|
-
|
-
|
2,694
|
-
|
3,290
|
-
|
114
|
-
|
-
|
114
|
||||||||||||||||||||||||||||||||||||
Shares issued under restricted stock plan
|
-
|
-
|
-
|
-
|
152,100
|
2
|
93,600
|
1
|
(3
|
)
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||
Forfeiture of restricted stock
|
-
|
-
|
-
|
-
|
-
|
-
|
(250
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||
Restricted stock compensation and other adjustments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,303
|
-
|
-
|
2,303
|
||||||||||||||||||||||||||||||||||||
Adjustments to redeemable noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,296
|
)
|
-
|
(1,296
|
)
|
|||||||||||||||||||||||||||||||||||
Balances - April 30, 2016
|
5,175,000
|
$
|
129,375
|
3,000,000
|
$
|
75,000
|
9,505,679
|
$
|
96
|
26,466,856
|
$
|
265
|
$
|
433,825
|
$
|
(105,919
|
)
|
$
|
(1,793
|
)
|
$
|
530,849
|
Six Months Ended
April 30,
|
Three Months Ended
April 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Revenues
|
$
|
1,902
|
$
|
3,883
|
$
|
1,348
|
$
|
1,691
|
||||||||
Property operating expense
|
(700
|
)
|
(2,088
|
)
|
(370
|
)
|
(1,153
|
)
|
||||||||
Depreciation and amortization
|
(567
|
)
|
(1,207
|
)
|
(280
|
)
|
(542
|
)
|
||||||||
Net Income (loss)
|
$
|
635
|
$
|
588
|
$
|
$698
|
$
|
(4
|
)
|
Buildings
|
30-40 years
|
Property Improvements
|
10-20 years
|
Furniture/Fixtures
|
3-10 years
|
Tenant Improvements
|
Shorter of lease term or their useful life
|
Six Months Ended
April 30,
|
Three Months Ended
April 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Numerator
|
||||||||||||||||
Net income applicable to common stockholders – basic
|
$
|
1,670
|
$
|
1,238
|
$
|
1,042
|
$
|
785
|
||||||||
Effect of dilutive securities:
|
||||||||||||||||
Restricted stock awards
|
83
|
67
|
58
|
47
|
||||||||||||
Net income applicable to common stockholders – diluted
|
$
|
1,753
|
$
|
1,305
|
$
|
1,100
|
$
|
832
|
||||||||
Denominator
|
||||||||||||||||
Denominator for basic EPS – weighted average common shares
|
8,240
|
8,057
|
8,241
|
8,059
|
||||||||||||
Effect of dilutive securities:
|
||||||||||||||||
Restricted stock awards
|
581
|
620
|
665
|
692
|
||||||||||||
Denominator for diluted EPS – weighted average common equivalent shares
|
8,821
|
8,677
|
8,906
|
8,751
|
||||||||||||
Numerator
|
||||||||||||||||
Net income applicable to Class A common stockholders-basic
|
$
|
5,976
|
$
|
4,556
|
$
|
3,727
|
$
|
2,892
|
||||||||
Effect of dilutive securities:
|
||||||||||||||||
Restricted stock awards
|
(83
|
)
|
(67
|
)
|
(58
|
)
|
(47
|
)
|
||||||||
Net income applicable to Class A common stockholders – diluted
|
$
|
5,893
|
$
|
4,489
|
$
|
3,669
|
$
|
2,845
|
||||||||
Denominator
|
||||||||||||||||
Denominator for basic EPS – weighted average Class A common shares
|
26,081
|
26,151
|
26,081
|
26,188
|
||||||||||||
Effect of dilutive securities:
|
||||||||||||||||
Restricted stock awards
|
143
|
173
|
193
|
208
|
||||||||||||
Denominator for diluted EPS – weighted average Class A common equivalent shares
|
26,224
|
26,324
|
26,274
|
26,396
|
For the six month period ended
April 30,
|
For the three month period ended
April 30,
|
|||||||
2016
|
2015
|
2016
|
2015
|
|||||
Ridgeway Revenues
|
11.6%
|
11.7%
|
11.7 %
|
11.6 %
|
||||
All Other Property Revenues
|
88.4%
|
88.3%
|
88.3 %
|
88.4 %
|
||||
Consolidated Revenue
|
100.0%
|
100.0%
|
100.0 %
|
100.0 %
|
April 30, 2016
|
October 31, 2015
|
|||
Ridgeway Assets
|
8.4 %
|
8.4 %
|
||
All Other Property Assets
|
91.6 %
|
91.6 %
|
||
Consolidated Assets (Note 1)
|
100.0 %
|
100.0 %
|
April 30, 2016
|
October 31, 2015
|
|||
Ridgeway Percent Leased
|
98 %
|
97 %
|
For the six month period ended
April 30,
|
For the three month period ended
April 30,
|
|||||||
2016
|
2015
|
2016
|
2015
|
|||||
The Stop & Shop Supermarket Company
|
20 %
|
19 %
|
20 %
|
20 %
|
||||
Bed, Bath & Beyond
|
14 %
|
14 %
|
14 %
|
14 %
|
||||
Marshall's Inc.
|
11 %
|
10 %
|
11 %
|
11 %
|
||||
All Other Tenants at Ridgeway (Note 2)
|
55 %
|
57 %
|
55 %
|
55 %
|
||||
Total
|
100 %
|
100 %
|
100 %
|
100 %
|
Income Statements (In Thousands):
|
For the six month period ended
April 30, 2016
|
For the three month period ended
April 30, 2016
|
||||||||||||||||||||||
Ridgeway
|
All Other Operating Segments
|
Total Consolidated
|
Ridgeway
|
All Other Operating Segments
|
Total Consolidated
|
|||||||||||||||||||
Revenues
|
$
|
6,551
|
$
|
50,066
|
$
|
56,617
|
$
|
3,397
|
$
|
25,769
|
$
|
29,166
|
||||||||||||
Operating Expenses
|
$
|
1,916
|
$
|
16,972
|
$
|
18,888
|
$
|
1,025
|
$
|
8,473
|
$
|
9,498
|
||||||||||||
Interest Expense
|
$
|
1,251
|
$
|
5,269
|
$
|
6,520
|
$
|
624
|
$
|
2,625
|
$
|
3,249
|
||||||||||||
Depreciation and Amortization
|
$
|
1,176
|
$
|
10,171
|
$
|
11,347
|
$
|
588
|
$
|
5,071
|
$
|
5,659
|
||||||||||||
Income from Continuing Operations
|
$
|
2,208
|
$
|
12,578
|
$
|
14,786
|
$
|
1,160
|
$
|
7,179
|
$
|
8,339
|
Income Statements (In Thousands):
|
For the six month period ended
April 30, 2015
|
For the three month period ended
April 30, 2015
|
||||||||||||||||||||||
Ridgeway
|
All Other Operating Segments
|
Total Consolidated
|
Ridgeway
|
All Other Operating Segments
|
Total Consolidated
|
|||||||||||||||||||
Revenues
|
$
|
6,835
|
$
|
51,721
|
$
|
58,556
|
$
|
3,509
|
$
|
26,541
|
$
|
30,050
|
||||||||||||
Operating Expenses
|
$
|
1,860
|
$
|
19,215
|
$
|
21,075
|
$
|
1,007
|
$
|
10,520
|
$
|
11,527
|
||||||||||||
Interest Expense
|
$
|
1,280
|
$
|
5,414
|
$
|
6,694
|
$
|
638
|
$
|
2,792
|
$
|
3,430
|
||||||||||||
Depreciation and Amortization
|
$
|
1,177
|
$
|
10,116
|
$
|
11,293
|
$
|
591
|
$
|
5,176
|
$
|
5,767
|
||||||||||||
Income from Continuing Operations
|
$
|
2,518
|
$
|
10,740
|
$
|
13,258
|
$
|
1,273
|
$
|
5,974
|
$
|
7,247
|
April 30, 2016
|
October 31, 2015
|
|||||||
Beginning Balance
|
$
|
15,955
|
$
|
18,864
|
||||
McLean Plaza Noncontrolling Interest-Net
|
-
|
(615
|
)
|
|||||
Change in Redemption Value
|
1,296
|
(2,294
|
)
|
|||||
Ending Balance
|
$
|
17,251
|
$
|
15,955
|
April 30, 2016
|
October 31, 2015
|
|||||||
Chestnut Ridge and Plaza 59 Shopping Centers (50%)
|
$
|
18,246
|
$
|
18,248
|
||||
Gateway Plaza (50%)
|
6,872
|
7,186
|
||||||
Putnam Plaza Shopping Center (66.67%)
|
6,404
|
6,686
|
||||||
Midway Shopping Center, L.P. (11.642%)
|
4,961
|
5,144
|
||||||
Applebee's at Riverhead (50%)
|
1,688
|
1,318
|
||||||
81 Pondfield Road Company (20%)
|
723
|
723
|
||||||
Total
|
$
|
38,894
|
$
|
39,305
|
Common Shares
|
Class A Common Shares
|
|||||||||||||||
Non-vested Shares
|
Shares
|
Weighted-
Average
Grant-Date
Fair Value
|
Shares
|
Weighted-
Average
Grant-Date
Fair Value
|
||||||||||||
Non-vested at October 31, 2015
|
1,281,850
|
$
|
16.58
|
373,850
|
$
|
19.37
|
||||||||||
Granted
|
152,100
|
$
|
17.95
|
93,600
|
$
|
18.80
|
||||||||||
Vested
|
(175,950
|
)
|
$
|
16.35
|
(84,200
|
)
|
$
|
18.64
|
||||||||
Forfeited
|
-
|
$
|
-
|
(250
|
)
|
$
|
18.80
|
|||||||||
Non-vested at April 30, 2016
|
1,258,000
|
$
|
16.77
|
383,000
|
$
|
19.40
|
| 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 |
Fair Value Measurements at Reporting Date Using
|
||||||||||||||||
Total
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
|||||||||||||
April 30, 2016
|
||||||||||||||||
Liabilities:
|
||||||||||||||||
Interest Rate Swap Agreement
|
$
|
1,793
|
$
|
-
|
$
|
1,793
|
$
|
-
|
||||||||
Redeemable noncontrolling interests
|
$
|
17,251
|
$
|
13,669
|
$
|
-
|
$
|
3,582
|
||||||||
October 31, 2015
|
||||||||||||||||
Liabilities:
|
||||||||||||||||
Interest Rate Swap Agreement
|
$
|
1,230
|
$
|
-
|
$
|
1,230
|
$
|
-
|
||||||||
Redeemable noncontrolling interests
|
$
|
15,955
|
$
|
13,104
|
$
|
-
|
$
|
2,851
|
●
|
Acquire 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.
|
●
|
Hold properties for long-term investment and enhance their value through regular maintenance, periodic renovation and capital improvement
|
●
|
Selectively dispose of underperforming properties or properties not located in the Company's desired primary geographic location and re-deploy the proceeds into properties located in the metropolitan New York tri-state area outside of the City of New York
|
●
|
Increase property values by aggressively marketing available GLA and renewing existing leases
|
●
|
Renovate, reconfigure or expand existing properties to meet the needs of existing or new tenants
|
●
|
Negotiate and sign leases which provide for regular or fixed contractual increases to minimum rents
|
●
|
Control property operating and administrative costs
|
●
|
does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income); and
|
●
|
should not be considered an alternative to net income as an indication of the Company's performance.
|
Six Months Ended
April 30,
|
Three Months Ended
April 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Net Income Applicable to Common and Class A Common Stockholders
|
$
|
7,646
|
$
|
5,794
|
$
|
4,769
|
$
|
3,677
|
||||||||
Real property depreciation
|
9,605
|
9,367
|
4,836
|
4,808
|
||||||||||||
Amortization of tenant improvements and allowances
|
1,453
|
1,670
|
676
|
822
|
||||||||||||
Amortization of deferred leasing costs
|
250
|
221
|
130
|
119
|
||||||||||||
Depreciation and amortization on unconsolidated joint ventures
|
834
|
702
|
361
|
354
|
||||||||||||
(Gain)/Loss on sale of asset
|
(360
|
)
|
(125
|
)
|
(20
|
)
|
(231
|
)
|
||||||||
Funds from Operations Applicable to Common and Class A Common Stockholders
|
$
|
19,428
|
$
|
17,629
|
$
|
10,752
|
$
|
9,549
|
||||||||
Net Cash Provided by (Used in):
|
||||||||||||||||
Operating Activities
|
$
|
25,674
|
$
|
22,113
|
$
|
16,778
|
$
|
14,672
|
||||||||
Investing Activities
|
$
|
(13,287
|
)
|
$
|
(130,304
|
)
|
$
|
(7,977
|
)
|
$
|
(3,613
|
)
|
||||
Financing Activities
|
$
|
(15,611
|
)
|
$
|
40,634
|
$
|
(8,575
|
)
|
$
|
(10,481
|
)
|
|||||
Six Months Ended
April 30,
|
Change Attributable to:
|
|||||||||||||||||||||||
Revenues
|
2016
|
2015
|
Increase
(decrease)
|
%
Change
|
Property Acquisitions
/Sales
|
Properties Held
In Both Periods
(Note 1)
|
||||||||||||||||||
Base rents
|
$
|
41,570
|
$
|
42,186
|
$
|
(616
|
)
|
(1.5
|
%)
|
$
|
(933
|
)
|
$
|
317
|
||||||||||
Recoveries from tenants
|
12,865
|
15,648
|
(2,783
|
)
|
(17.8
|
%)
|
(464
|
)
|
(2,319
|
)
|
||||||||||||||
Other income
|
1,850
|
678
|
1,172
|
172.9
|
%
|
25
|
1,147
|
|||||||||||||||||
Operating Expenses
|
||||||||||||||||||||||||
Property operating expenses
|
9,740
|
12,039
|
(2,299
|
)
|
(19.1
|
%)
|
(601
|
)
|
(1,698
|
)
|
||||||||||||||
Property taxes
|
9,148
|
9,036
|
112
|
1.2
|
%
|
(48
|
)
|
160
|
||||||||||||||||
Depreciation and amortization
|
11,347
|
11,293
|
54
|
0.5
|
%
|
(282
|
)
|
336
|
||||||||||||||||
General and administrative expenses
|
4,753
|
4,279
|
474
|
11.1
|
%
|
n/
|
a
|
n/
|
a
|
|||||||||||||||
Other Income/Expenses
|
||||||||||||||||||||||||
Interest expense
|
6,520
|
6,694
|
(174
|
)
|
(2.6
|
%)
|
270
|
(444
|
)
|
|||||||||||||||
Interest, dividends and other investment income
|
101
|
143
|
(42
|
)
|
(29.4
|
%)
|
n/
|
a
|
n/
|
a
|
Three Months Ended
April 30,
|
Change Attributable to:
|
|||||||||||||||||||||||
Revenues
|
2016
|
2015
|
Increase
(decrease)
|
%
Change
|
Property Acquisitions
/Sales
|
Properties Held
In Both Periods
(Note 2)
|
||||||||||||||||||
Base rents
|
$
|
21,498
|
$
|
21,175
|
$
|
323
|
1.5
|
%
|
$
|
(1,142
|
)
|
$
|
1,465
|
|||||||||||
Recoveries from tenants
|
6,493
|
8,502
|
(2,009
|
)
|
(23.6
|
%)
|
(571
|
)
|
(1,438
|
)
|
||||||||||||||
Other income
|
885
|
373
|
512
|
137.3
|
%
|
(1
|
)
|
513
|
||||||||||||||||
Operating Expenses
|
||||||||||||||||||||||||
Property operating expenses
|
4,973
|
6,953
|
(1,980
|
)
|
(28.5
|
%)
|
(565
|
)
|
(1,415
|
)
|
||||||||||||||
Property taxes
|
4,525
|
4,574
|
(49
|
)
|
(1.1
|
%)
|
(122
|
)
|
73
|
|||||||||||||||
Depreciation and amortization
|
5,659
|
5,767
|
(108
|
)
|
(1.9
|
%)
|
(181
|
)
|
73
|
|||||||||||||||
General and administrative expenses
|
2,291
|
2,011
|
280
|
13.9
|
%
|
n/
|
a
|
n/
|
a
|
|||||||||||||||
Other Income/Expenses
|
||||||||||||||||||||||||
Interest expense
|
3,249
|
3,430
|
(181
|
)
|
(5.3
|
%)
|
(12
|
)
|
(169
|
)
|
||||||||||||||
Interest, dividends and other investment income
|
50
|
128
|
(78
|
)
|
(60.9
|
%)
|
n/
|
a
|
n/
|
a
|
10.1
|
Amended & Restated Restricted Stock Award Plan.
|
31.1
|
Certification of the Chief Executive Officer of Urstadt Biddle Properties Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
31.2
|
Certification of the Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
32
|
Certification of the Chief Executive Officer and Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
101
|
The following materials from Urstadt Biddle Properties Inc.'s Quarterly Report on Form 10-Q for the quarter ended April 30, 2016, formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income (4) the Consolidated Statements of Cash Flows, (5) the Consolidated Statement of Stockholders' Equity, and (6) Notes to Consolidated Financial Statements that have been detail tagged.
|
URSTADT BIDDLE PROPERTIES INC.
|
|
(Registrant)
|
|
By: /s/ Willing L. Biddle
|
|
Willing L. Biddle
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
By : /s/ John T. Hayes
|
|
John T. Hayes
|
|
Senior Vice President &
|
|
Chief Financial Officer
|
|
(Principal Financial Officer
|
|
Dated: June 7, 2016
|
and Principal Accounting Officer
|
10.1
|
Amended & Restated Restricted Stock Award Plan.
|
31.1
|
Certification of the Chief Executive Officer of Urstadt Biddle Properties Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
31.2
|
Certification of the Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
|
32
|
Certification of the Chief Executive Officer and Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
101
|
The following materials from Urstadt Biddle Properties Inc.'s Quarterly Report on Form 10-Q for the quarter ended April 30, 2016, formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income (4) the Consolidated Statements of Cash Flows, (5) the Consolidated Statement of Stockholders' Equity, and (6) Notes to Consolidated Financial Statements that have been detail tagged.
|
·
|
"
Award
" means an award of Restricted Stock granted under the provisions of the Plan.
|
·
|
"Board"
means the Board of Directors of Urstadt Biddle Properties Inc.
|
·
|
"
Class A Common Stock"
means the Class A Common Stock, par value $.01 per share, of the Company.
|
·
|
"Committee"
means the Compensation Committee of the Board of Directors appointed to administer the Plan.
|
·
|
"
Common Stock"
means the Common Stock, par value $.01 per share, of the Company.
|
·
|
"Company"
means Urstadt Biddle Properties Inc.
|
·
|
"Disability"
means total and permanent disability.
|
·
|
"Participant"
means an employee or non-employee Director of the Company who is selected by the Committee to participate in the Plan.
|
·
|
"Restricted Period"
means the period of time during which an Award to Participant(s) remains subject to the Restrictions imposed on the Shares as determined by the Committee.
|
·
|
"Restrictions"
mean the restrictions and conditions imposed on an Award as determined by the Committee, which must be satisfied in order for a Participant to become vested in an Award.
|
·
|
"Restricted Stock"
means an award of Shares on which is imposed a Restriction Period.
|
·
|
"Restricted Stock Award Date"
means the date on which the Committee awarded Restricted Stock to a Participant.
|
·
|
"Retirement"
means, with respect to employee Participants, termination from active employment with the Company at any time after attaining the age of sixty-five (65) years and, with respect to non-employee Director Participants, expiration of the term of service on the Board by reason of the Participant's failure to be elected to the Board pursuant to a regular election or his or her decision not to stand for re-election to the Board.
|
·
|
"Share"
means a share of Common Stock or Class A Common Stock, as determined by the Committee.
|
·
|
The terms and conditions of the Award Agreement, including whether an Award shall consist of Common Stock, Class A Common Stock, or both;
|
·
|
The Restricted Period of the Award; and
|
·
|
The Restrictions applicable to an Award, including, but not limited to, employment status and director tenure rules governing forfeitures and limitations on the sale, assignment, pledge or other encumbrances during the Restricted Period.
|
·
|
for any reason other than death, Disability or Retirement, such Participant shall forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed; or,
|
·
|
by reason of death or Disability, the Restrictions on any and all Awards shall lapse on the date of such termination; or,
|
·
|
by reason of Retirement, all Awards shall continue to vest as if Retirement had not occurred until such time as the Restrictions lapse; provided, however, that if any such retired Participant, prior to the completion of any or all Restricted Periods, accepts employment or provides services to any organization other than the Company that is engaged primarily in the ownership and/or management or brokerage of shopping centers in The New York – Northern New Jersey – Long Island, NY-NJ-CT-PA, Metropolitan Statistical Area as defined by the Bureau of Labor Statistics, the Participant will forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed.
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended April 30, 2016 of Urstadt Biddle Properties Inc;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on our evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: June 7, 2016
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/s/ Willing L. Biddle |
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Willing L. Biddle
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President and
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Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q for the quarter ended April 30, 2016 of Urstadt Biddle Properties Inc;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on our evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: June 7, 2016
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/s/ John T. Hayes |
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John T. Hayes
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Senior Vice President and
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Chief Financial Officer
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1.
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The Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2016 (the "Form 10-Q") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
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2.
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Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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June 7, 2016
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/s/ Willing L. Biddle |
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Willing L. Biddle
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President and
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Chief Executive Officer
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Dated:
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June 7, 2016
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/s/ John T. Hayes |
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John T. Hayes
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Senior Vice President and
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Chief Financial Officer
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