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
☐
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
☐
|
|
Emerging growth company
☐
|
|
Urstadt Biddle Properties Inc.
|
||
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.
|
||
January 31, 2018
|
October 31, 2017
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Real Estate Investments:
|
||||||||
Real Estate– at cost
|
$
|
1,095,259
|
$
|
1,090,402
|
||||
Less: Accumulated depreciation
|
(201,010
|
)
|
(195,020
|
)
|
||||
894,249
|
895,382
|
|||||||
Investments in and advances to unconsolidated joint ventures
|
37,887
|
38,049
|
||||||
932,136
|
933,431
|
|||||||
Cash and cash equivalents
|
4,508
|
8,674
|
||||||
Restricted cash
|
2,399
|
2,306
|
||||||
Tenant receivables
|
22,573
|
21,554
|
||||||
Prepaid expenses and other assets
|
22,360
|
18,881
|
||||||
Deferred charges, net of accumulated amortization
|
11,596
|
11,867
|
||||||
Total Assets
|
$
|
995,572
|
$
|
996,713
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Liabilities:
|
||||||||
Revolving credit line
|
$
|
6,000
|
$
|
4,000
|
||||
Mortgage notes payable and other loans
|
295,475
|
297,071
|
||||||
Accounts payable and accrued expenses
|
6,515
|
4,200
|
||||||
Deferred compensation – officers
|
62
|
96
|
||||||
Other liabilities
|
21,530
|
22,755
|
||||||
Total Liabilities
|
329,582
|
328,122
|
||||||
Redeemable Noncontrolling Interests
|
79,999
|
81,361
|
||||||
Commitments and Contingencies
|
||||||||
Stockholders' Equity:
|
||||||||
6.75% Series G Cumulative Preferred Stock (liquidation preference of $25 per share); 3,000,000 shares issued and outstanding
|
75,000
|
75,000
|
||||||
6.25% Series H Cumulative Preferred Stock (liquidation preference of $25 per share); 4,600,000 shares issued and outstanding
|
115,000
|
115,000
|
||||||
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; 9,818,598 and 9,664,778 shares issued and outstanding
|
99
|
97
|
||||||
Class A Common Stock, par value $0.01 per share; 100,000,000 shares authorized; 29,818,877 and 29,728,744 shares issued and outstanding
|
298
|
297
|
||||||
Additional paid in capital
|
514,690
|
514,217
|
||||||
Cumulative distributions in excess of net income
|
(124,248
|
)
|
(120,123
|
)
|
||||
Accumulated other comprehensive income
|
5,152
|
2,742
|
||||||
Total Stockholders' Equity
|
585,991
|
587,230
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
995,572
|
$
|
996,713
|
Three Months Ended
January 31,
|
||||||||
2018
|
2017
|
|||||||
Revenues
|
||||||||
Base rents
|
$
|
23,584
|
$
|
21,112
|
||||
Recoveries from tenants
|
8,207
|
7,073
|
||||||
Lease termination income
|
-
|
24
|
||||||
Other income
|
1,204
|
861
|
||||||
Total Revenues
|
32,995
|
29,070
|
||||||
Expenses
|
||||||||
Property operating
|
6,306
|
5,148
|
||||||
Property taxes
|
5,147
|
4,848
|
||||||
Depreciation and amortization
|
6,949
|
6,581
|
||||||
General and administrative
|
2,419
|
2,455
|
||||||
Provision for tenant credit losses
|
210
|
78
|
||||||
Acquisition costs
|
-
|
103
|
||||||
Directors' fees and expenses
|
102
|
83
|
||||||
Total Operating Expenses
|
21,133
|
19,296
|
||||||
Operating Income
|
11,862
|
9,774
|
||||||
Non-Operating Income (Expense):
|
||||||||
Interest expense
|
(3,423
|
)
|
(3,257
|
)
|
||||
Equity in net income from unconsolidated joint ventures
|
560
|
514
|
||||||
Interest, dividends and other investment income
|
80
|
173
|
||||||
Net Income
|
9,079
|
7,204
|
||||||
Noncontrolling interests:
|
||||||||
Net income attributable to noncontrolling interests
|
(1,095
|
)
|
(222
|
)
|
||||
Net income attributable to Urstadt Biddle Properties Inc.
|
7,984
|
6,982
|
||||||
Preferred stock dividends
|
(3,063
|
)
|
(3,570
|
)
|
||||
Net Income Applicable to Common and Class A Common Stockholders
|
$
|
4,921
|
$
|
3,412
|
||||
Basic Earnings Per Share:
|
||||||||
Per Common Share:
|
$
|
0.12
|
$
|
0.08
|
||||
Per Class A Common Share:
|
$
|
0.13
|
$
|
0.09
|
||||
Diluted Earnings Per Share:
|
||||||||
Per Common Share:
|
$
|
0.12
|
$
|
0.08
|
||||
Per Class A Common Share:
|
$
|
0.13
|
$
|
0.09
|
||||
Dividends Per Share:
|
||||||||
Common
|
$
|
0.24
|
$
|
0.235
|
||||
Class A Common
|
$
|
0.27
|
$
|
0.265
|
Three Months Ended
January 31,
|
||||||||
2018
|
2017
|
|||||||
Net Income
|
$
|
9,079
|
$
|
7,204
|
||||
Other comprehensive income:
|
||||||||
Change in unrealized income on interest rate swaps
|
2,410
|
4,209
|
||||||
Total comprehensive income
|
11,489
|
11,413
|
||||||
Comprehensive income attributable to noncontrolling interests
|
(1,095
|
)
|
(222
|
)
|
||||
Total Comprehensive income attributable to Urstadt Biddle Properties Inc.
|
10,394
|
11,191
|
||||||
Preferred stock dividends
|
(3,063
|
)
|
(3,570
|
)
|
||||
Total comprehensive income applicable to Common and Class A Common Stockholders
|
$
|
7,331
|
$
|
7,621
|
Three Months Ended
January 31,
|
||||||||
2018
|
2017
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income
|
$
|
9,079
|
$
|
7,204
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
6,949
|
6,581
|
||||||
Straight-line rent adjustment
|
(217
|
)
|
(238
|
)
|
||||
Provision for tenant credit losses
|
210
|
78
|
||||||
Restricted stock compensation expense and other adjustments
|
666
|
810
|
||||||
Deferred compensation arrangement
|
(33
|
)
|
(38
|
)
|
||||
Equity in net (income) of unconsolidated joint ventures
|
(560
|
)
|
(514
|
)
|
||||
Distributions of operating income from unconsolidated joint ventures
|
560
|
514
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Tenant receivables
|
(1,012
|
)
|
(3,145
|
)
|
||||
Accounts payable and accrued expenses
|
2,819
|
5,175
|
||||||
Other assets and other liabilities, net
|
(5,789
|
)
|
(4,985
|
)
|
||||
Restricted Cash
|
(93
|
)
|
94
|
|||||
Net Cash Flow Provided by Operating Activities
|
12,579
|
11,536
|
||||||
Cash Flows from Investing Activities:
|
||||||||
Acquisitions of real estate investments
|
(121
|
)
|
(8,852
|
)
|
||||
Investments in and advances to unconsolidated joint ventures
|
-
|
(138
|
)
|
|||||
Deposits on acquisition of real estate investment
|
(10
|
)
|
(2,500
|
)
|
||||
Return of deposits on acquisition of real estate investments
|
-
|
500
|
||||||
Improvements to properties and deferred charges
|
(2,389
|
)
|
(2,643
|
)
|
||||
Distributions to noncontrolling interests
|
(1,095
|
)
|
(222
|
)
|
||||
Return of capital from unconsolidated joint ventures
|
136
|
271
|
||||||
Net Cash Flow (Used in) Investing Activities
|
(3,479
|
)
|
(13,584
|
)
|
||||
Cash Flows from Financing Activities:
|
||||||||
Dividends paid -- Common and Class A Common Stock
|
(10,408
|
)
|
(10,148
|
)
|
||||
Dividends paid -- Preferred Stock
|
(3,063
|
)
|
(3,570
|
)
|
||||
Principal repayments on mortgage notes payable
|
(1,604
|
)
|
(1,512
|
)
|
||||
Repayment of revolving credit line borrowings
|
(4,000
|
)
|
-
|
|||||
Proceeds from revolving credit line borrowings
|
6,000
|
15,000
|
||||||
Shares withheld for employee taxes
|
(240
|
)
|
-
|
|||||
Net proceeds from the issuance of Common and Class A Common Stock
|
49
|
49
|
||||||
Net Cash Flow (Used in) Financing Activities
|
(13,266
|
)
|
(181
|
)
|
||||
Net (Decrease) In Cash and Cash Equivalents
|
(4,166
|
)
|
(2,229
|
)
|
||||
Cash and Cash Equivalents at Beginning of Period
|
8,674
|
7,271
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
4,508
|
$
|
5,042
|
||||
Supplemental Cash Flow Disclosures:
|
||||||||
Interest Paid
|
$
|
3,252
|
$
|
3,199
|
6.75%
Series G
Preferred
Stock
Issued
|
6.75%
Series G
Preferred
Stock A
Amount
|
6.25%
Series H
Preferred
Stock
Issued
|
6.25%
Series H
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, 2017
|
3,000,000
|
$
|
75,000
|
4,600,000
|
$
|
115,000
|
9,664,778
|
$
|
97
|
29,728,744
|
$
|
297
|
$
|
514,217
|
$
|
(120,123
|
)
|
$
|
2,742
|
$
|
587,230
|
|||||||||||||||||||||||||||
Net income applicable to Common and Class A common stockholders
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,921
|
-
|
4,921
|
||||||||||||||||||||||||||||||||||||
Change in unrealized income on interest rate swap
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,410
|
2,410
|
||||||||||||||||||||||||||||||||||||
Cash dividends paid :
|
||||||||||||||||||||||||||||||||||||||||||||||||
Common stock ($0.24 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,356
|
)
|
-
|
(2,356
|
)
|
||||||||||||||||||||||||||||||||||
Class A common stock ($0.27 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(8,052
|
)
|
-
|
(8,052
|
)
|
||||||||||||||||||||||||||||||||||
Issuance of shares under dividend reinvestment plan
|
-
|
-
|
-
|
-
|
1,120
|
-
|
1,469
|
-
|
49
|
-
|
-
|
49
|
||||||||||||||||||||||||||||||||||||
Shares issued under restricted stock plan
|
-
|
-
|
-
|
-
|
152,700
|
2
|
102,800
|
1
|
(3
|
)
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||
Shares withheld for employee taxes
|
-
|
-
|
-
|
-
|
-
|
-
|
(10,886
|
)
|
-
|
(240
|
)
|
-
|
-
|
(240
|
)
|
|||||||||||||||||||||||||||||||||
Forfeiture of restricted stock
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,250
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||
Restricted stock compensation and other adjustments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
667
|
-
|
-
|
667
|
||||||||||||||||||||||||||||||||||||
Adjustments to redeemable noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,362
|
-
|
1,362
|
||||||||||||||||||||||||||||||||||||
Balances - January 31, 2018
|
3,000,000
|
$
|
75,000
|
4,600,000
|
$
|
115,000
|
9,818,598
|
$
|
99
|
29,818,877
|
$
|
298
|
$
|
514,690
|
$
|
(124,248
|
)
|
$
|
5,152
|
$
|
585,991
|
Buildings
|
30-40 years
|
Property Improvements
|
10-20 years
|
Furniture/Fixtures
|
3-10 years
|
Tenant Improvements
|
Shorter of lease term or their useful life
|
Three Months Ended
January 31,
|
||||||||
2018
|
2017
|
|||||||
Numerator
|
||||||||
Net income applicable to common stockholders – basic
|
$
|
1,012
|
$
|
690
|
||||
Effect of dilutive securities:
|
||||||||
Restricted stock awards
|
43
|
32
|
||||||
Net income applicable to common stockholders – diluted
|
$
|
1,055
|
$
|
722
|
||||
Denominator
|
||||||||
Denominator for basic EPS – weighted average common shares
|
8,558
|
8,382
|
||||||
Effect of dilutive securities:
|
||||||||
Restricted stock awards
|
500
|
533
|
||||||
Denominator for diluted EPS – weighted average common equivalent shares
|
9,058
|
8,915
|
||||||
Numerator
|
||||||||
Net income applicable to Class A common stockholders-basic
|
$
|
3,909
|
$
|
2,722
|
||||
Effect of dilutive securities:
|
||||||||
Restricted stock awards
|
(43
|
)
|
(32
|
)
|
||||
Net income applicable to Class A common stockholders – diluted
|
$
|
3,866
|
$
|
2,690
|
||||
Denominator
|
||||||||
Denominator for basic EPS – weighted average Class A common shares
|
29,372
|
29,311
|
||||||
Effect of dilutive securities:
|
||||||||
Restricted stock awards
|
120
|
128
|
||||||
Denominator for diluted EPS – weighted average Class A common equivalent shares
|
29,492
|
29,439
|
Three Months Ended
January 31,
|
||||
2018
|
2017
|
|||
Ridgeway Revenues
|
10.5%
|
11.9%
|
||
All Other Property Revenues
|
89.5%
|
88.1%
|
||
Consolidated Revenue
|
100.0%
|
100.0%
|
January 31,
2018
|
October 31,
2017
|
|||
Ridgeway Assets
|
7.3%
|
7.2%
|
||
All Other Property Assets
|
92.7%
|
92.8%
|
||
Consolidated Assets (Note 1)
|
100.0%
|
100.0%
|
January 31,
2018
|
October 31,
2017
|
|||
Ridgeway Percent Leased
|
96%
|
96%
|
Three Months Ended
January 31,
|
||||
2018
|
2017
|
|||
The Stop & Shop Supermarket Company
|
20%
|
19%
|
||
Bed, Bath & Beyond
|
14%
|
14%
|
||
Marshall's Inc., a division of the TJX Companies
|
10%
|
11%
|
||
All Other Tenants at Ridgeway (Note 2)
|
56%
|
56%
|
||
Total
|
100%
|
100%
|
Income Statement (In Thousands):
|
Three Months Ended
January 31, 2018
|
|||||||||||
Ridgeway
|
All Other
Operating Segments
|
Total Consolidated
|
||||||||||
Revenues
|
$
|
3,453
|
$
|
29,542
|
$
|
32,995
|
||||||
Operating Expenses
|
$
|
976
|
$
|
10,477
|
$
|
11,453
|
||||||
Interest Expense
|
$
|
577
|
$
|
2,846
|
$
|
3,423
|
||||||
Depreciation and Amortization
|
$
|
681
|
$
|
6,268
|
$
|
6,949
|
||||||
Income from Continuing Operations
|
$
|
1,219
|
$
|
7,860
|
$
|
9,079
|
Income Statement (In Thousands):
|
Three Months Ended
January 31, 2017
|
|||||||||||
Ridgeway
|
All Other
Operating Segments
|
Total Consolidated
|
||||||||||
Revenues
|
$
|
3,465
|
$
|
25,605
|
$
|
29,070
|
||||||
Operating Expenses
|
$
|
1,086
|
$
|
8,910
|
$
|
9,996
|
||||||
Interest Expense
|
$
|
612
|
$
|
2,645
|
$
|
3,257
|
||||||
Depreciation and Amortization
|
$
|
1,111
|
$
|
5,470
|
$
|
6,581
|
||||||
Income from Continuing Operations
|
$
|
656
|
$
|
6,548
|
$
|
7,204
|
470 Main
|
||||
Assets:
|
||||
Land
|
$
|
293
|
||
Building and improvements
|
$
|
2,786
|
||
In-place leases
|
$
|
68
|
||
Above market leases
|
$
|
25
|
||
Liabilities:
|
||||
In-place leases
|
$
|
-
|
||
Below Market Leases
|
$
|
43
|
January 31, 2018
|
October 31, 2017
|
|||||||
Beginning Balance
|
$
|
81,361
|
$
|
18,253
|
||||
Change in Redemption Value
|
(1,362
|
)
|
(666
|
)
|
||||
Initial UB High Ridge Noncontrolling Interest
|
-
|
55,217
|
||||||
Initial Dumont Noncontrolling Interest
|
-
|
8,557
|
||||||
Ending Balance
|
$
|
79,999
|
$
|
81,361
|
January 31, 2018
|
October 31, 2017
|
|||||||
Chestnut Ridge and Plaza 59 Shopping Centers (50%)
|
$
|
17,977
|
$
|
18,032
|
||||
Gateway Plaza (50%)
|
6,838
|
6,873
|
||||||
Putnam Plaza Shopping Center (66.67%)
|
5,963
|
5,968
|
||||||
Midway Shopping Center, L.P. (11.642%)
|
4,559
|
4,639
|
||||||
Applebee's at Riverhead (50%)
|
1,827
|
1,814
|
||||||
81 Pondfield Road Company (20%)
|
723
|
723
|
||||||
Total
|
$
|
37,887
|
$
|
38,049
|
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, 2017
|
1,274,150
|
$
|
17.02
|
412,275
|
$
|
20.60
|
||||||||||
Granted
|
152,700
|
$
|
17.70
|
102,800
|
$
|
22.10
|
||||||||||
Vested
|
(170,950
|
)
|
$
|
15.78
|
(57,200
|
)
|
$
|
18.07
|
||||||||
Forfeited
|
-
|
$
|
-
|
(3,250
|
)
|
$
|
21.93
|
|||||||||
Non-vested at January 31, 2018
|
1,255,900
|
$
|
17.22
|
454,625
|
$
|
21.13
|
• |
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)
|
|||||||||||||
January 31, 2018
|
||||||||||||||||
Assets:
|
||||||||||||||||
Interest Rate Swap Agreement
|
$
|
5,222
|
$
|
-
|
$
|
$5,222
|
$
|
-
|
||||||||
Liabilities:
|
||||||||||||||||
Interest Rate Swap Agreement
|
$
|
70
|
$
|
-
|
$
|
70
|
$
|
-
|
||||||||
Redeemable noncontrolling interests
|
$
|
79,999
|
$
|
22,446
|
$
|
53,788
|
$
|
3,765
|
||||||||
October 31, 2017
|
||||||||||||||||
Assets:
|
||||||||||||||||
Interest Rate Swap Agreement
|
$
|
3,316
|
$
|
-
|
$
|
3,316
|
$
|
-
|
||||||||
Liabilities:
|
||||||||||||||||
Interest Rate Swap Agreement
|
$
|
574
|
$
|
-
|
$
|
574
|
$
|
-
|
||||||||
Redeemable noncontrolling interests
|
$
|
81,361
|
$
|
23,709
|
$
|
53,788
|
$
|
3,864
|
•
|
economic and other market conditions, including local real estate and market conditions, that could impact us, our properties or the financial stability of our tenants;
|
•
|
financing risks, such as the inability to obtain debt or equity financing on favorable terms, as well as the level and volatility of interest rates;
|
•
|
any difficulties in renewing leases, filling vacancies or negotiating improved lease terms;
|
•
|
the inability of the Company's properties to generate revenue increases to offset expense increases;
|
•
|
environmental risk and regulatory requirements;
|
•
|
risks of real estate acquisitions and dispositions (including the failure of transactions to close);
|
•
|
risks of operating properties through joint ventures that we do not fully control;
|
•
|
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;
|
•
|
as well as other risks identified in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017 under Item 1A. Risk Factors and in the other reports filed by the Company with the Securities and Exchange Commission (the "SEC").
|
•
|
acquire quality neighborhood and community shopping centers in the northeastern part of the United States with a concentration on properties in the metropolitan New York tri-state area outside of the City of New York, 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. Our hope is to grow our assets through acquisitions by 5% to 10% per year on a dollar value basis 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, 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, and replacing weak ones when necessary, with an eye towards securing leases that include regular or fixed contractual increases to minimum rents, replacing below-market-rent leases with increased market rents when possible and further improving 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 leverage levels; and
|
•
|
control property operating and administrative costs.
|
•
|
The Company is currently under contract to purchase, for $13.1 million, a 26,900 square foot shopping center located in its primary marketplace. The Company will fund the acquisition with available cash, the issuance of unsecured notes payable to the seller, and borrowings on its unsecured revolving credit facility.
|
•
|
In October 2017, the Company purchased a promissory note secured by a mortgage on 470 Main Street in Ridgefield, CT ("470 Main"), which comprises part of the Yankee Ridge retail and office mixed-use property. The note was purchased from the existing lender. In January 2018, the Company completed foreclosure of the note and became the owner of 470 Main. Total consideration paid for the note, including costs, totaled $3.1 million. 470 Main is a 24,200 square foot building with ground and first floor retail and second floor office space. The Company funded the note purchase with available cash.
|
Three Months Ended
|
||||||||||||||||||||||||
January 31,
|
Change Attributable to:
|
|||||||||||||||||||||||
2018
|
2017
|
Increase (decrease)
|
% Change
|
Property Acquisitions/Sales
|
Properties Held in Both Periods (Note 1)
|
|||||||||||||||||||
Revenues
|
||||||||||||||||||||||||
Base rents
|
$
|
23,584
|
$
|
21,112
|
$
|
2,472
|
11.7
|
%
|
$
|
2,032
|
$
|
440
|
||||||||||||
Recoveries from tenants
|
8,207
|
7,073
|
1,134
|
16.0
|
%
|
605
|
529
|
|||||||||||||||||
Mortgage interest and other
|
1,204
|
861
|
343
|
39.8
|
%
|
(11
|
)
|
354
|
||||||||||||||||
Operating Expenses
|
||||||||||||||||||||||||
Property operating expenses
|
6,306
|
5,148
|
1,158
|
22.5
|
%
|
275
|
883
|
|||||||||||||||||
Property taxes
|
5,147
|
4,848
|
299
|
6.2
|
%
|
159
|
140
|
|||||||||||||||||
Depreciation and amortization
|
6,949
|
6,581
|
368
|
5.6
|
%
|
735
|
(367
|
)
|
||||||||||||||||
General and administrative expenses
|
2,419
|
2,455
|
(36
|
)
|
-1.5
|
%
|
n/a
|
n/a
|
||||||||||||||||
Other Income/Expenses
|
||||||||||||||||||||||||
Interest expense
|
3,423
|
3,257
|
166
|
5.1
|
%
|
247
|
(81
|
)
|
||||||||||||||||
Interest, dividends and other investment income
|
80
|
173
|
(93
|
)
|
-53.8
|
%
|
n/a
|
n/a
|
•
|
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.
|
Three Months Ended
|
||||||||
|
January 31, | |||||||
2018
|
2017
|
|||||||
Net Income Applicable to Common and Class A Common Stockholders
|
$
|
4,921
|
$
|
3,412
|
||||
Real property depreciation
|
5,458
|
4,964
|
||||||
Amortization of tenant improvements and allowances
|
1,042
|
1,326
|
||||||
Amortization of deferred leasing costs
|
426
|
267
|
||||||
Depreciation and amortization on unconsolidated joint ventures
|
403
|
396
|
||||||
Funds from Operations Applicable to Common and Class A Common Stockholders
|
$
|
12,250
|
$
|
10,365
|
•
|
a 66.67% equity interest in the Putnam Plaza Shopping Center,
|
•
|
an 11.642% equity interest in the Midway Shopping Center L.P.,
|
•
|
a 50% equity interest in the Chestnut Ridge Shopping Center and Plaza 59 Shopping Centers,
|
•
|
a 50% equity interest in the Gateway Plaza shopping center and the Riverhead Applebee's Plaza, and
|
•
|
a 20% interest in a suburban office building with ground level retail.
|
|
Principal Balance
|
|||||||||||||
Joint Venture Description
|
Location
|
Original Balance
|
At January 31, 2018
|
Fixed Interest Rate Per Annum
|
Maturity Date
|
|||||||||
Midway Shopping Center
|
Scarsdale, NY
|
$
|
32,000
|
$
|
28,257
|
4.80
|
%
|
Dec-2027
|
||||||
Putnam Plaza Shopping Center
|
Carmel, NY
|
$
|
21,000
|
$
|
18,937
|
4.17
|
%
|
Oct-2024
|
||||||
Gateway Plaza
|
Riverhead, NY
|
$
|
14,000
|
$
|
12,656
|
4.18
|
%
|
Feb-2024
|
||||||
Applebee's Plaza
|
Riverhead, NY
|
$
|
1,300
|
$
|
1,034
|
5.98
|
%
|
Aug-2026
|
||||||
Applebee's Plaza
|
Riverhead, NY
|
$
|
1,000
|
$
|
901
|
3.38
|
%
|
Aug-2026
|
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: March 9, 2018
|
and Principal Accounting Officer
|
1.
|
Termination Benefits
. If the employment of the Employee is terminated by the Employee for Good Reason or by the Company for any reason other than for Cause, within 18 months following a Change in Control,
|
|
(a)
|
the Company shall pay Employee an amount equal to 12 months of Employee's rate of base salary (exclusive of any bonus or other benefit) in effect at the date of the Change in Control. Such amount shall be payable in cash in a lump sum within 45 days after such termination; and
|
|
(b)
|
the Company shall continue in force and effect for 12 months after termination (the "Continuation of Benefits Period") and at the same level and for the benefit of the Employee's family, where applicable, all life insurance, disability, medical and other benefit programs or arrangements in which the Employee is participating or to which the Employee is entitled at the date of the Change in Control, provided that the Employee's continued participation is possible under such programs and arrangements. In the event that such continued participation is not possible, the Company shall arrange to provide the Employee with benefits similar to those which Employee would be entitled to receive under such programs and arrangements or, if the Company determines that it is impracticable to provide such similar benefits for tax or other reasons, the Company shall provide the Employee with a lump sum cash payment within 45 days of such termination in an amount equal to the cost to the Employee to purchase such benefits on her own, as determined by the Company. Without limiting the foregoing, the benefits continuation shall include a lump sum cash payment to the Employee within 45 days of such termination in lieu of Company contributions on behalf of the Employee under the Urstadt Biddle Properties Inc. Profit Sharing and Savings Plan. The amount of such payment shall be the product of (i) the number of months in the Continuation of Benefits Period and (ii) 1/12 of 5% (or such other percentage reflected in the Company's most recent annual contribution determined prior to the Change in Control) times the Employee's annual salary rate in effect immediately prior to the termination date or, if greater, the Employee's annual salary rate in effect immediately prior to the Change in Control.
|
2.
|
Definitions
. The definitions in Appendix A are hereby incorporated in ther Agreement.
|
||
3.
|
No Duty to Mitigate Damages
. The Employee's benefits under ther Agreement shall be considered severance pay in consideration of her past service and her continued service from the date of ther Agreement, and her entitlement thereto shall neither be governed by any duty to mitigate her damages by seeking further employment nor offset by any compensation which she may receive from future employment.
|
||
4.
|
Withholding
. Anything herein to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Employee shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. Provisions with respect to the potential applicability of Section 409A are set forth in Appendix B hereto.
|
||
5.
|
Legal Fees and Expenses; Interest
. The Company shall pay all reasonable legal fees and expenses incurred by the Employee in successfully obtaining any right or benefit to which the Employee is entitled under ther Agreement. Any amount payable under ther Agreement that is not paid when due shall accrue interest at the prime rate as from time to time in effect at The Bank of New York Mellon, until paid in full.
|
||
6.
|
Arbitration
. Any dispute or controversy arising under or in connection with ther Agreement shall be settled exclusively by arbitration in New York City in accordance with the rules of the American Arbitration Association then in effect. The parties shall attempt to select a mutually agreeable arbitrator who shall promptly convene a hearing to resolve submitted disputes. If the parties are unable to agree upon such an arbitrator within 20 days from initial contact, the American Arbitration Association shall be requested by either party to submit a list of at least seven arbitrators from which the parties shall attempt to select one by agreement. In the event they do not so agree, they shall alternately strike names from ther list beginning with the Employee, until a single name remains. The remaining person shall be appointed to hear and decide the parties' disputes, drawing her authority and the bases for decision from ther Agreement. The arbitrator will resolve all submitted matters in a written decision with expedition. Judgment may be entered on the arbitrator's award in any court having jurisdiction.
|
||
7.
|
Notices
. All notices shall be in writing and shall be deemed given five days after mailing in the continental United States by certified mail, or upon personal receipt after delivery, facsimile or telegram, to the party entitled thereto at the address stated below or to such changed address as the addressee may have given by a similar notice:
|
8.
|
Severability
. In the event that any provision of ther Agreement shall be determined to be invalid or unenforceable, such provision shall be enforceable in any other jurisdiction in which valid and enforceable and in any event the remaining provisions hereof shall remain in full force and effect to the fullest extent permitted by law.
|
9.
|
Binding Agreement
. Ther Agreement shall be binding upon and inure to the benefit of the parties and be enforceable by the Employee's personal or legal representatives or successors. If the Employee dies while any amounts would still be payable to her hereunder, such amounts shall be paid to the Employee's estate. Ther Agreement shall not otherwise be assignable by the Employee.
|
10.
|
Successors
. Ther Agreement shall inure to and be binding upon the Company's successors. The Company will require any successor to all or substantially all of the businesses and/or assets of the Company by sale, merger (where the Company is not the surviving entity), lease or otherwise, to assume expressly ther Agreement. If the Company shall not obtain such agreement prior to the effectiveness of any such succession, the Employee shall have all rights resulting from termination of the Employee's employment under ther Agreement. Ther Agreement shall not otherwise be assignable by the Company.
|
11.
|
Amendment or Modification; Waiver
. Ther Agreement may not be amended unless agreed to in writing by the Employee and the Company. No waiver by either party of any breach of ther Agreement shall be deemed a waiver of a subsequent breach.
|
12.
|
Continued Employment
. Ther Agreement shall not confer upon the Employee any right of continued or future employment by the Company or any right to compensation or benefits from the Company except the right specifically stated herein to certain severance benefits, and shall not limit the right of the Company to terminate the Employee's employment at any time, except as may be otherwise provided in a written employment agreement between the Company and the Employee.
|
13.
|
Governing Law
. The validity, interpretation, performance and enforcement of ther Agreement shall be governed by the laws of the State of New York notwithstanding that the Company's principal offices and the Employee's legal residence are in the State of Connecticut.
|
14.
|
Liability of Shareholders
. Ther Agreement is executed by or on behalf of the directors of the Company solely in their capacity as such directors, and shall not constitute their personal obligation either jointly or severally in their individual capacities. The shareholders, directors, officers or agents of the Company shall not be personally liable for any obligations of the Company under ther Agreement and all parties hereto shall look solely to the property of the Company for the payment of any claim hereunder.
|
15.
|
Entire Agreement
. Ther Agreement, including the attached Appendices, represents the entire agreement between the parties concerning the subject matter of payment of severance upon the Employee's termination of employment following a Change in Control of the Company and supersedes and incorporates any and all prior agreements, both written or oral.
|
(a)
|
any Person other than an "Exempted Person" becomes the owner of Common Shares which represent more than 20% of the combined voting power of the Common Shares outstanding and thereafter individuals who were not directors of the Company prior to the date such Person became a 20% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the directors; or
|
|
(b)
|
there occurs a change in control of the Company of a nature that would be required to be reported in response to Item 5.01 of Form 8-K pursuant to Section 13 or 15 under the Securities Exchange Act of 1934 ("Exchange Act"), or in any other filing by the Company with the Securities and Exchange Commission (the "Commission"); or
|
|
(c)
|
there occurs any solicitation of proxies by or on behalf of any Person other than the directors of the Company and thereafter individuals who were not directors prior to the commencement of such solicitation are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the directors.
|
|
(d)
|
the Company executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another corporation or other entity and (ii) individuals who are directors of the Company when such agreement is executed shall not constitute a majority of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, for purposes of ther paragraph (d) that if such agreement requires as a condition precedent approval by the Company's shareholders of the agreement or transaction, a Change in Control shall not be deemed to have taken place unless and until such approval is secured.
|
(a)
|
of which such Person would be the "beneficial owner", as such term is defined in Rule 13d-3 promulgated by the Commission under the Exchange Act, as in effect on October 31, 2013; or
|
(b)
|
of which such Person would be the "beneficial owner", as such term is defined under Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on October 31, 2013; or
|
(c)
|
which such Person or any of its Affiliates or Associates (as such terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on October 31, 2013), has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.
|
(a)
|
a change in the Employee's authority, duties or responsibilities which represent a material diminution in her authority, duties or responsibilities immediately prior to a Change in Control; or a change in the authority, duties or responsibilities of the person to whom the Employee reports (including, if applicable, requiring the Employee to report to an officer or employee instead of the board of directors) which represents a material diminution of such person's authority, duties or responsibilities immediately prior to a Change in Control;
|
(b)
|
a material reduction in the Employee's base salary for any fiscal year below the level of Employee's base salary in the completed fiscal year immediately preceding the Change in Control;
|
|
(c)
|
any relocation of the Employee outside a 50 mile radius of the Employee's work site on the date hereof; or
|
|
(d)
|
any other material breach by the Company of any provision of ther Agreement.
|
(a)
|
4.11
Federal Reserve Regulations; Use of Loan Proceeds
.
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended January 31, 2018 of Urstadt Biddle Properties Inc;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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;
|
b.
|
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;
|
c.
|
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
|
d.
|
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
|
5.
|
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):
|
a.
|
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
|
b.
|
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.
|
Date: March 9, 2018
|
/s/ Willing L. Biddle
|
|
Willing L. Biddle
|
|
President and
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended January 31, 2018 of Urstadt Biddle Properties Inc;
|
2.
|
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;
|
3.
|
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: March 9, 2018
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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 January 31, 2018 (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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March 9, 2018
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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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March 9, 2018
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/s/ John T. Hayes
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|
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John T. Hayes
|
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Senior Vice President and
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|
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Chief Financial Officer
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