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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Urstadt Biddle Properties | NYSE:UBA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 21.14 | 0 | 01:00:00 |
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)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
||
Common Stock, par value $.01 per share
|
UBP
|
New York Stock Exchange
|
||
Class A Common Stock, par value $.01 per share
|
UBA
|
New York Stock Exchange
|
||
6.25% Series H Cumulative Preferred Stock
|
UBPPRH
|
New York Stock Exchange
|
||
5.875% Series K Cumulative Preferred Stock
|
UBPPRK
|
New York Stock Exchange
|
||
Common Stock Rights to Purchase Preferred Shares
|
N/A
|
New York Stock Exchange
|
||
Class A Common Stock Rights to Purchase Preferred Shares
|
N/A
|
New York Stock Exchange
|
Yes ☐
|
No ☒
|
Yes ☐
|
No ☒
|
Yes ☒
|
No ☐
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
Yes ☐
|
No ☒
|
Item No.
|
Page No.
|
|
PART I
|
||
1.
|
1
|
|
1A.
|
3
|
|
1B.
|
8
|
|
2.
|
9
|
|
3.
|
11
|
|
4.
|
11
|
|
PART II
|
||
5.
|
12
|
|
6.
|
13
|
|
7.
|
14
|
|
7A.
|
23
|
|
8.
|
24
|
|
9.
|
24
|
|
9A.
|
24
|
|
9B.
|
27
|
|
PART III
|
||
10.
|
28
|
|
11.
|
28
|
|
12.
|
28
|
|
13.
|
28
|
|
14.
|
28
|
|
PART IV
|
||
15.
|
29
|
|
16
|
57
|
|
58
|
•
|
negative impacts from the continued spread of COVID-19, including on the U.S. or global economy or on our business, financial position or results of operations;
|
•
|
economic and other market conditions, including real estate and market conditions, that could impact us, our properties or the financial stability of our tenants;
|
•
|
consumer spending and confidence trends, as well as our ability to anticipate changes in consumer buying practices and the space needs of tenants;
|
•
|
our relationships with our tenants and their financial condition and liquidity;
|
•
|
any difficulties in renewing leases, filling vacancies or negotiating improved lease terms;
|
•
|
the inability of our properties to generate increased, or even sufficient, revenues to offset expenses, including amounts we are required to pay to municipalities for real estate taxes, payments for common area maintenance expenses at our properties and salaries for our management team and other employees;
|
•
|
the market value of our assets and the supply of, and demand for, retail real estate in which we invest;
|
•
|
risks of real estate acquisitions and dispositions, including our ability to identify and acquire retail real estate that meet our investment standards in our markets, as well as the potential failure of transactions to close;
|
•
|
risks of operating properties through joint ventures that we do not fully control;
|
•
|
financing risks, such as the inability to obtain debt or equity financing on favorable terms or the inability to comply with various financial covenants included in our Unsecured Revolving Credit Facility (the "Facility") or other debt instruments we currently have or may subsequently obtain, as well as the level and volatility of interest rates, which could impact the market price of our common stock and the cost of our borrowings;
|
•
|
environmental risk and regulatory requirements;
|
•
|
risks related to our status as a real estate investment trust, including the application of complex federal income tax regulations that are subject to change;
|
•
|
legislative and regulatory changes generally that may impact us or our tenants;
|
•
|
as well as other risks identified in this Annual Report on Form 10-K under Item 1A. Risk Factors and in the other reports filed by the Company with the Securities and Exchange Commission (the “SEC”).
|
● |
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 leverage levels, ample liquidity and diverse sources of capital; and
|
● |
control property operating and administrative costs.
|
Tenant
|
Number
of Stores
|
% of Total Annual
Base Rent of Properties
|
||||||
Stop & Shop
|
8
|
8.2
|
%
|
|||||
CVS
|
10
|
4.7
|
%
|
|||||
The TJX Companies
|
6
|
3.4
|
%
|
|||||
Bed Bath & Beyond
|
3
|
2.8
|
%
|
|||||
Acme
|
4
|
2.6
|
%
|
|||||
ShopRite
|
3
|
2.0
|
%
|
|||||
BJ's
|
3
|
1.6
|
%
|
|||||
Staples
|
3
|
1.4
|
%
|
|||||
Kings Supermarkets
|
2
|
1.2
|
%
|
|||||
Walgreens
|
4
|
1.1
|
%
|
|||||
46
|
29.0
|
%
|
Year of Expiration
|
Number of
Leases Expiring
|
Square Footage
of Expiring Leases
|
Minimum
Base Rentals
|
Percentage of
Total Annual
Base Rent that is
Represented by
the Expiring Leases
|
||||||||||||
2021
|
6
|
51,087
|
$
|
1,107,000
|
9.9
|
%
|
||||||||||
2022
|
5
|
95,112
|
3,156,000
|
28.2
|
%
|
|||||||||||
2023
|
9
|
83,159
|
2,858,000
|
25.5
|
%
|
|||||||||||
2024
|
2
|
9,000
|
210,000
|
1.9
|
%
|
|||||||||||
2025
|
3
|
61,832
|
1,790,000
|
16.0
|
%
|
|||||||||||
2026
|
3
|
10,282
|
390,000
|
3.5
|
%
|
|||||||||||
2027
|
3
|
6,341
|
214,000
|
1.9
|
%
|
|||||||||||
2028
|
3
|
38,060
|
1,315,000
|
11.7
|
%
|
|||||||||||
2029
|
2
|
4,000
|
89,000
|
0.8
|
%
|
|||||||||||
2030
|
1
|
2,347
|
68,000
|
0.6
|
%
|
|||||||||||
Thereafter
|
-
|
-
|
-
|
-
|
||||||||||||
Total
|
37
|
361,220
|
$
|
11,197,000
|
100
|
%
|
•
|
providing department-specific training, access to online training seminars and opportunities to participate in industry conferences, as well as “Urstadtversity,” a company-wide training program that educates employees about various aspects of the real estate business through a regular speaker series;
|
•
|
introducing the next generation of real estate leaders through summer internship programs;
|
•
|
providing annual reviews and regular feedback to assist in employee development and providing opportunities for employees to provide suggestions to management and safely register complaints;
|
•
|
providing family leave, for example, for the birth or adoption of a child, as well as sick leave, that exceeds minimum regulatory requirements;
|
•
|
focusing on creating a workplace that values employee health and safety, and to that end providing expanded paid sick leave during the COVID-19 pandemic;
|
•
|
committing to the full inclusion of all qualified employees and applicants and providing equal employment opportunities to all persons, in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the Americans with Disabilities Act; and
|
•
|
appreciating the many contributions of a diverse workforce, understanding that diverse backgrounds bring diverse perspectives, resulting in unique insights.
|
•
|
a deterioration in consumer sentiment and its impact on discretionary spending, which could negatively impact our tenants’ businesses;
|
•
|
negative public perception of the COVID-19 health risk, which may result in decreased foot traffic to our shopping centers and tenant businesses for an extended period of time;
|
•
|
an acceleration of changes in consumer behavior in favor of e-commerce, negatively impacting many of our tenants who rely heavily on their brick-and-mortar sales for profitability;
|
•
|
the inability of our tenants to meet their lease obligations or other obligations (including repayment of deferred rents) to us in full, or at all, or to otherwise seek modifications of such obligations or declare bankruptcy due to economic and business conditions, including high unemployment and reduced consumer discretionary spending;
|
•
|
the ability and willingness of new tenants to enter into leases during what is perceived to be uncertain times, the ability and willingness of our existing tenants to renew their leases upon expiration, and our ability to re-lease the properties on the same or better terms in the event of nonrenewal or in the event we exercise our right to replace an existing tenant;
|
•
|
the failure of certain of our tenants to reopen, resulting in co-tenancy claims as a result of the failure to satisfy occupancy thresholds;
|
•
|
The unavailability of further stimulus funds or economic assistance beyond that provided under the COVID Supplemental Appropriations Act, the CARES Act and similar programs or the insufficiency of such funds to cover all of the tenant’s financial results, including rent;
|
•
|
disruptions to the supply chain or lack of employees available or willing to work due to perceptions of COVID-19 health risk that could make it difficult for our tenants to operate, as well as to pay rent;
|
•
|
the adverse impact of current economic conditions on the market value of our real estate portfolio and the resulting impact on our ability or desire to make strategic acquisitions or dispositions;
|
•
|
state, local or industry-initiated efforts, such as a rent freeze for tenants or a suspension of a landlord’s ability to enforce evictions, which may affect our ability to collect rent or enforce remedies for the failure to pay rent;
|
•
|
the scaling back or delay of a significant amount of planned capital expenditures, which could adversely affect the value of our properties;
|
•
|
severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions, which could make it difficult for us to access debt and equity capital on attractive terms, or at all, and impact our ability to fund business activities and repay liabilities on a timely basis;
|
•
|
our ability to draw on our credit facility or obtain additional indebtedness or pay down, refinance, restructure or extend our indebtedness as it becomes due, and the negative impact of reductions in rent on financial covenants on corporate and/or property-level debt; and
|
•
|
issues related to remote working, including increased cybersecurity risk and other technology and communication issues, although our offices re-opened in late May in accordance with state guidelines and upon implementation of appropriate safety measures;
|
•
|
the event that a significant number of our employees, particularly senior members of our management team, become unable to work as a result of health issues related to COVID-19; and
|
•
|
the continued volatility of the trading prices of our Common Stock and Class A Common Stock.
|
● |
We may share decision-making authority with our joint venture partners regarding certain major decisions affecting the ownership or operation of the joint venture and the joint venture property, such as, but not limited to, (i) additional capital contribution requirements, (ii) obtaining, refinancing or paying off debt, and (iii) obtaining consent prior to the sale or transfer of our interest in the joint venture to a third party, which may prevent us from taking actions that are opposed by our joint venture partners;
|
● |
Our joint venture partners may have business interests or goals with respect to the property that conflict with our business interests and goals, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property;
|
● |
Disputes may develop with our joint venture partners over decisions affecting the property or the joint venture, which may result in litigation or arbitration that would increase our expenses and distract our officers from focusing their time and effort on our business, disrupt the day-to-day operations of the property such as by delaying the implementation of important decisions until the conflict is resolved, and possibly force a sale of the property if the dispute cannot be resolved; and
|
● |
The activities of a joint venture could adversely affect our ability to qualify as a REIT.
|
● |
requiring us to use a substantial portion of our cash flow to pay interest and principal, which reduces the amount available for distributions, acquisitions and capital expenditures;
|
● |
making us more vulnerable to economic and industry downturns and reducing our flexibility to respond to changing business and economic conditions;
|
● |
requiring us to agree to less favorable terms, including higher interest rates, in order to incur additional debt, and otherwise limiting our ability to borrow for operations, working capital or to finance acquisitions in the future; or
|
● |
limiting our flexibility in conducting our business, which may place us at a disadvantage compared to competitors with less debt or debt with less restrictive terms.
|
● |
restricting our ability to assign or further encumber the properties securing the debt; and
|
● |
restricting our ability to enter into certain new leases or to amend or modify certain existing leases without obtaining consent of the lenders.
|
● |
permit unsecured debt to exceed $400 million;
|
● |
create certain liens;
|
● |
increase our overall secured and unsecured borrowing beyond certain levels;
|
● |
consolidate, merge or sell all or substantially all of our assets;
|
● |
permit secured debt to be more than 40% of gross asset value, as defined in the agreement; and
|
● |
permit unsecured indebtedness, excluding preferred stock, to exceed 60% of eligible real estate asset value as defined in the agreement.
|
● |
our income may not be matched by our related expenses at the time the income is considered received for purposes of determining taxable income; and
|
● |
non-deductible capital expenditures, creation of reserves, or debt service requirements may reduce available cash but not taxable income.
|
● |
our financial condition and results of future operations;
|
● |
the performance of lease terms by tenants;
|
● |
the terms of our loan covenants;
|
● |
payment obligations on debt; and
|
● |
our ability to acquire, finance or redevelop and lease additional properties at attractive rates.
|
● |
85% of our ordinary income for that year;
|
● |
95% of our capital gain net income for that year; and
|
● |
100% of our undistributed taxable income from prior years.
|
● |
a transfer that violates the limitation is void;
|
● |
shares transferred to a stockholder in excess of the ownership limitation are automatically converted, by the terms of our charter, into shares of "Excess Stock;"
|
● |
a purported transferee receives no rights to the shares that violate the limitation except the right to designate a transferee of the Excess Stock held in trust; and
|
● |
the Excess Stock will be held by us as trustee of a trust for the exclusive benefit of future transferees to whom the shares of capital stock ultimately will be transferred without violating the ownership limitation.
|
● |
Our Board of Directors is divided into three classes, with directors in each class elected for three-year staggered terms.
|
● |
Our directors may be removed only for cause upon the vote of the holders of two-thirds of the voting power of our common equity securities.
|
● |
Our stockholders may call a special meeting of stockholders only if the holders of a majority of the voting power of our common equity securities request such a meeting in writing.
|
● |
Any consolidation, merger, share exchange or transfer of all or substantially all of our assets must be approved by (i) a majority of our directors who are currently in office or who are approved or recommended by a majority of our directors who are currently in office (the "Continuing Directors") and (ii) the affirmative vote of holders of our stock representing a majority of all votes entitled to be cast on the matter.
|
● |
Certain provisions of our charter may only be amended by (i) a vote of a majority of our Continuing Directors and (ii) the affirmative vote of holders of our stock representing a majority of all votes entitled to be cast on the matter.
|
● |
The number of directors may be increased or decreased by a vote of our Board of Directors.
|
Retail Properties:
|
Year Renovated
|
Year Completed
|
Year Acquired
|
Gross Leasable Sq Feet
|
Acres
|
Number of Tenants
|
% Leased
|
Principal Tenant
|
Stamford, CT
|
1997
|
1950
|
2002
|
374,000
|
13.6
|
38
|
92%
|
Stop & Shop
|
Stratford, CT
|
1988
|
1978
|
2005
|
279,000
|
29.0
|
21
|
99%
|
Stop & Shop, BJ's
|
Scarsdale, NY (1)
|
2004
|
1958
|
2010
|
242,000
|
14.0
|
25
|
96%
|
ShopRite
|
New Milford, CT
|
2002
|
1972
|
2010
|
235,000
|
20.0
|
13
|
99%
|
Walmart
|
Riverhead, NY (2)
|
|
2014
|
2014
|
198,000
|
20.7
|
4
|
100%
|
Walmart
|
Danbury, CT
|
|
1989
|
1995
|
194,000
|
19.3
|
18
|
96%
|
Christmas Tree Shops
|
Carmel, NY (3)
|
2006
|
1971
|
2010
|
189,000
|
22.0
|
31
|
88%
|
Tops Markets
|
Brewster, NY
|
1998
|
1977
|
2019
|
176,000
|
23.0
|
25
|
73%
|
Acme Supermarket
|
Carmel, NY
|
1999
|
1983
|
1995
|
145,000
|
19.0
|
16
|
93%
|
ShopRite
|
Ossining, NY
|
2000
|
1978
|
1998
|
137,000
|
11.4
|
30
|
100%
|
Stop & Shop
|
Somers, NY
|
|
2002
|
2003
|
135,000
|
26.0
|
30
|
96%
|
Home Goods
|
Midland Park, NJ
|
1999
|
1970
|
2015
|
130,000
|
7.9
|
26
|
89%
|
Kings Supermarket
|
Pompton Lakes, NJ
|
2000
|
1965
|
2015
|
125,000
|
12.0
|
16
|
46%
|
Planet Fitness
|
Yorktown, NY
|
1997
|
1973
|
2005
|
121,000
|
16.4
|
14
|
83%
|
Staples
|
New Providence, NJ
|
2010
|
1965
|
2013
|
109,000
|
7.8
|
27
|
100%
|
Acme Markets
|
Newark, NJ
|
|
1995
|
2008
|
108,000
|
8.4
|
13
|
100%
|
Seabra Supermarket
|
Wayne, NJ
|
1992
|
1959
|
1992
|
105,000
|
9.0
|
43
|
94%
|
Whole Foods Market
|
Newington, NH
|
1994
|
1975
|
1979
|
102,000
|
14.3
|
5
|
81%
|
JoAnns Fabrics/Savers
|
Darien, CT
|
1992
|
1955
|
1998
|
96,000
|
9.5
|
24
|
99%
|
Stop & Shop
|
Emerson, NJ
|
2013
|
1981
|
2007
|
93,000
|
7.0
|
11
|
80%
|
ShopRite
|
Stamford, CT (7)
|
2013
|
1963 & 1968
|
2017
|
87,000
|
6.7
|
26
|
98%
|
Trader Joes
|
New Milford, CT
|
|
1966
|
2008
|
81,000
|
7.6
|
6
|
92%
|
Big Y
|
Somers, NY
|
|
1991
|
1999
|
80,000
|
10.8
|
34
|
99%
|
CVS
|
Montvale, NJ (2)
|
2010
|
1965
|
2013
|
77,000
|
9.9
|
12
|
58%
|
The Fresh Market
|
Orange, CT
|
|
1990
|
2003
|
77,000
|
10.0
|
12
|
92%
|
Trader Joes/TJ Maxx
|
Kinnelon, NJ
|
2015
|
1961
|
2015
|
76,000
|
7.5
|
13
|
100%
|
Marshalls
|
Orangeburg, NY (4)
|
2014
|
1966
|
2012
|
74,000
|
10.6
|
26
|
85%
|
CVS
|
Dumont, NJ (8)
|
|
1992
|
2017
|
74,000
|
5.5
|
31
|
97%
|
Stop & Shop
|
Stamford, CT
|
2000
|
1970
|
2016
|
74,000
|
9.7
|
16
|
98%
|
ShopRite (Grade A)
|
New Milford, CT
|
|
2003
|
2011
|
72,000
|
8.8
|
8
|
51%
|
Staples
|
Eastchester, NY
|
2013
|
1978
|
1997
|
70,000
|
4.0
|
12
|
100%
|
DeCicco's Market
|
Boonton, NJ
|
2016
|
1999
|
2014
|
63,000
|
5.4
|
10
|
100%
|
Acme Markets
|
Ridgefield, CT
|
1999
|
1930
|
1998
|
62,000
|
3.0
|
40
|
92%
|
Keller Williams
|
Fairfield, CT
|
|
1995
|
2011
|
62,000
|
7.0
|
3
|
100%
|
Marshalls
|
Bloomfield, NJ
|
2016
|
1977
|
2014
|
59,000
|
5.1
|
10
|
96%
|
Superfresh Supermarket
|
Yonkers, NY (6)
|
|
1982
|
2014
|
58,000
|
5.0
|
14
|
95%
|
Acme Markets
|
Cos Cob, CT
|
2008
|
1986
|
2014
|
48,000
|
1.1
|
28
|
90%
|
CVS
|
Briarcliff Manor, NY
|
2014
|
1975
|
2001
|
47,000
|
1.0
|
18
|
96%
|
CVS
|
Wyckoff, NJ
|
2014
|
1971
|
2015
|
43,000
|
5.2
|
15
|
96%
|
Walgreens
|
Westport, CT
|
|
1986
|
2003
|
40,000
|
3.0
|
6
|
27%
|
Julian's Pizza Kitchen & Bar
|
Old Greenwich, CT
|
|
1976
|
2014
|
39,000
|
1.4
|
12
|
92%
|
Kings Supermarket
|
Rye, NY
|
|
Various
|
2004
|
39,000
|
1.0
|
22
|
100%
|
A&S Deli
|
Derby, CT
|
|
2014
|
2017
|
39,000
|
5.3
|
6
|
94%
|
Aldi Supermarket
|
Passaic, NJ
|
2016
|
1974
|
2017
|
37,000
|
2.9
|
5
|
73%
|
Dollar Tree/Family Dollar
|
Danbury, CT
|
2012
|
1988
|
2002
|
33,000
|
2.7
|
5
|
91%
|
Buffalo Wild Wings
|
Bethel, CT
|
1967
|
1957
|
2014
|
31,000
|
4.0
|
7
|
55%
|
Rite Aid
|
Ossining, NY
|
2001
|
1981
|
1999
|
29,000
|
4.0
|
4
|
88%
|
Westchester Community College
|
Katonah, NY
|
1986
|
Various
|
2010
|
28,000
|
1.7
|
24
|
59%
|
Squires
|
Stamford, CT
|
1995
|
1960
|
2016
|
27,000
|
1.1
|
7
|
92%
|
Federal Express
|
Waldwick, NJ
|
|
1953
|
2017
|
27,000
|
1.8
|
10
|
95%
|
United States Post Office
|
Yonkers, NY
|
1992
|
1955
|
2018
|
27,000
|
2.7
|
16
|
100%
|
AutoZone
|
Harrison, NY
|
|
1970
|
2015
|
26,000
|
1.6
|
12
|
93%
|
Key Foods
|
Pelham, NY
|
2014
|
1975
|
2006
|
25,000
|
1.0
|
9
|
100%
|
Manor Market
|
Eastchester, NY
|
2014
|
1963
|
2012
|
24,000
|
2.1
|
4
|
91%
|
CVS
|
Ridgefield, CT
|
|
1960
|
2018
|
23,000
|
2.7
|
12
|
97%
|
Asian Fusion Restaurant
|
Waldwick, NJ
|
|
1961
|
2008
|
20,000
|
1.8
|
1
|
100%
|
Rite Aid
|
Somers, NY
|
|
1987
|
1992
|
19,000
|
4.9
|
10
|
78%
|
Putnam County Savings Bank
|
Cos Cob, CT
|
1970
|
1947
|
2013
|
15,000
|
0.9
|
10
|
73%
|
AT&T Wireless
|
Riverhead, NY (2)
|
|
2000
|
2014
|
13,000
|
2.7
|
3
|
100%
|
Applebee's
|
Various (5)
|
|
Various
|
2013
|
11,000
|
3.0
|
4
|
100%
|
Restaurants
|
Greenwich, CT
|
|
1961
|
2013
|
10,000
|
0.8
|
6
|
100%
|
Wells Fargo Bank
|
Old Greenwich, CT (7)
|
2001
|
1941
|
2017
|
8,000
|
0.8
|
1
|
100%
|
CVS
|
Fort Lee, NJ
|
|
1967
|
2015
|
7,000
|
0.4
|
1
|
100%
|
H-Mart
|
Office Properties & Banks Branches
|
||||||||
Greenwich, CT
|
|
Various
|
Various
|
58,000
|
2.8
|
18
|
100%
|
UBP
|
Bronxville & Yonkers
|
|
1960
|
2008 & 2009
|
19,000
|
0.7
|
5
|
100%
|
Peoples Bank , Chase Bank
|
Chester, NJ
|
|
1950
|
2013
|
9,000
|
2.0
|
-
|
0%
|
Vacant
|
Stamford, CT (7)
|
2012
|
1960
|
2017
|
4,000
|
0.5
|
1
|
100%
|
Chase Bank
|
New City, NY (9)
|
|
1973
|
2018
|
3,000
|
1.0
|
2
|
100%
|
Putnam County Savings Bank
|
5,267,000
|
495.5
|
987
|
Year of Expiration
|
Number of
Leases Expiring
|
Square Footage
of Expiring Leases
|
Minimum Base Rents
|
Percentage of Total
Annual Base Rent
that is Represented
by the Expiring Leases
|
||||||||||||
2021 (1)
|
245
|
466,252
|
$
|
12,757,000
|
13
|
%
|
||||||||||
2022
|
136
|
688,156
|
16,548,000
|
17
|
%
|
|||||||||||
2023
|
109
|
565,243
|
14,992,000
|
15
|
%
|
|||||||||||
2024
|
86
|
318,546
|
9,280,000
|
9
|
%
|
|||||||||||
2025
|
84
|
489,521
|
12,019,000
|
12
|
%
|
|||||||||||
2026
|
52
|
219,433
|
6,054,000
|
6
|
%
|
|||||||||||
2027
|
42
|
169,597
|
4,402,000
|
4
|
%
|
|||||||||||
2028
|
43
|
251,249
|
5,772,000
|
6
|
%
|
|||||||||||
2029
|
46
|
234,495
|
5,500,000
|
6
|
%
|
|||||||||||
2030
|
33
|
155,955
|
3,360,000
|
3
|
%
|
|||||||||||
Thereafter
|
36
|
525,130
|
8,835,000
|
9
|
%
|
|||||||||||
912
|
4,083,577
|
$
|
99,519,000
|
100
|
%
|
(1) |
Represents lease expirations from November 1, 2020 to October 31, 2021 and month-to-month leases.
|
|
Year Ended October 31,
|
|||||||||||||||||||
2020
|
2019
|
2018
|
2017
|
2016
|
||||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Total Assets
|
$
|
1,010,179
|
$
|
1,072,304
|
$
|
1,008,233
|
$
|
996,713
|
$
|
931,324
|
||||||||||
Revolving Credit Line
|
$
|
35,000
|
$
|
-
|
$
|
28,595
|
$
|
4,000
|
$
|
8,000
|
||||||||||
Mortgage Notes Payable and Other Loans
|
$
|
299,434
|
$
|
306,606
|
$
|
293,801
|
$
|
297,071
|
$
|
273,016
|
||||||||||
Preferred Stock Called For Redemption
|
$
|
-
|
$
|
75,000
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Operating Data:
|
||||||||||||||||||||
Total Revenues
|
$
|
126,745
|
$
|
136,882
|
$
|
134,722
|
$
|
123,191
|
$
|
115,814
|
||||||||||
Total Expenses and payments to noncontrolling interests
|
$
|
100,604
|
$
|
101,630
|
$
|
99,690
|
$
|
91,404
|
$
|
84,359
|
||||||||||
Net Income
|
$
|
26,070
|
$
|
41,613
|
$
|
42,183
|
$
|
55,432
|
$
|
34,605
|
||||||||||
Per Share Data:
|
||||||||||||||||||||
Net Income from Continuing Operations - Basic:
|
||||||||||||||||||||
Class A Common Stock
|
$
|
0.23
|
$
|
0.59
|
$
|
0.68
|
$
|
0.92
|
$
|
0.57
|
||||||||||
Common Stock
|
$
|
0.20
|
$
|
0.53
|
$
|
0.61
|
$
|
0.82
|
$
|
0.50
|
||||||||||
Net Income from Continuing Operations - Diluted:
|
||||||||||||||||||||
Class A Common Stock
|
$
|
0.22
|
$
|
0.58
|
$
|
0.67
|
$
|
0.90
|
$
|
0.56
|
||||||||||
Common Stock
|
$
|
0.20
|
$
|
0.52
|
$
|
0.60
|
$
|
0.80
|
$
|
0.49
|
||||||||||
Cash Dividends Paid on:
|
||||||||||||||||||||
Class A Common Stock
|
$
|
0.77
|
$
|
1.10
|
$
|
1.08
|
$
|
1.06
|
$
|
1.04
|
||||||||||
Common Stock
|
$
|
0.69
|
$
|
0.98
|
$
|
0.96
|
$
|
0.94
|
$
|
0.92
|
||||||||||
Other Data:
|
||||||||||||||||||||
Net Cash Flow Provided by (Used in):
|
||||||||||||||||||||
Operating Activities
|
$
|
61,883
|
$
|
72,317
|
$
|
71,584
|
$
|
62,995
|
$
|
62,081
|
||||||||||
Investing Activities
|
$
|
(18,820
|
)
|
$
|
(14,739
|
)
|
$
|
(20,540
|
)
|
$
|
18,761
|
$
|
(82,072
|
)
|
||||||
Financing Activities
|
$
|
(96,347
|
)
|
$
|
26,216
|
$
|
(49,433
|
)
|
$
|
(80,353
|
)
|
$
|
20,639
|
|||||||
Funds from Operations (1)
|
$
|
45,172
|
$
|
51,955
|
$
|
55,171
|
$
|
43,203
|
$
|
43,603
|
(1) |
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 14. FFO does not represent cash flows from operating activities in accordance with generally accepted accounting principles and should not be considered an alternative to net income as an indicator of the Company's operating performance. The Company considers FFO a meaningful, additional measure of operating performance because it primarily excludes the assumption that the value of its real estate assets diminishes predictably over time and industry analysts have accepted it as a performance measure. FFO is presented to assist investors in analyzing the performance of the Company. It is helpful as it excludes various items included in net income that are not indicative of the Company's operating performance. However, comparison of the Company's presentation of FFO, using the NAREIT definition, to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs. For a further discussion of FFO, see Management's Discussion and Analysis of Financial Condition and Results of Operations on page 14.
|
•
|
All 74 of our shopping centers or free-standing, net-leased retail bank or restaurant properties are open and operating, with 99.1% of our total tenants open and operating based on Annualized Base Rent (“ABR”).
|
•
|
All of our shopping centers include necessity-based tenants, with approximately 71.4% of our tenants (based on ABR) designated as “essential businesses” during the early stay-at-home period of the pandemic in the tri-state area or otherwise permitted to operate through curbside pick-up and other modified operating procedures in accordance with state guidelines. These essential businesses are 99.0% open based on ABR.
|
•
|
Approximately 84% of our GLA is located in properties anchored by grocery stores, pharmacies and wholesale clubs, 6% of our GLA is located in outdoor retail shopping centers adjacent to regional malls and 8% of our GLA is located in outdoor neighborhood convenience retail, with the remaining 2% of our GLA consisting of six suburban office buildings located in Greenwich, Connecticut and Bronxville, New York, three retail bank branches and one childcare center. All six suburban office buildings are open with some restrictions on capacity based on state mandates and all of the retail bank branches are open.
|
•
|
As of December 10, 2020, we have received payment of approximately 86.0%, 83.3% and 89.8% of lease income, consisting of contractual base rent (leases in place without consideration of any deferral or abatement agreements), common area maintenance reimbursement and real estate tax reimbursement billed, respectively, for April 2020 through October 2020, the third quarter (May through July) of fiscal 2020 and the fourth quarter (August through October) of fiscal 2020, not including the application of any security deposits.
|
•
|
Similar to other retail landlords across the United States, we received a number of requests for rent relief from tenants, with most requests received during the early days of the pandemic when stay-at-home orders were in place and many businesses were required to close, but we have continued to receive a smaller number of new requests even after businesses have re-opened, and in some cases, follow-on requests from tenants to whom we had already provided temporarily rent relief. We have been evaluating each request on a case-by-case basis to determine the best course of action, recognizing that in many cases some type of concession may be appropriate and beneficial to our long-term interests. In evaluating these requests, we have been considering many factors, including the tenant’s financial strength, the tenant’s operating history, potential co-tenancy impacts, the tenant’s contribution to the shopping center in which it operates, our assessment of the tenant’s long-term viability, the difficult or ease with which the tenant could be replaced, and other factors. Although each negotiation has been specific to that tenant, most of these concessions have been in the form of deferred rent for some portion of rents due in April through December 2020, or longer, to be paid back over the later part of the lease, preferably within a period of one year or less. In addition, some of these concessions have been in the form of rent abatements for some portion of tenant rents due in April through December or longer.
|
•
|
As of October 31, 2020, we had received 396 rent relief requests from our approximately 900 tenants in our consolidated portfolio. Subsequently, approximately 118 of the 396 tenants withdrew their request for rent relief or paid their rent in full. These remaining requests represent 35.0% of our ABR. As of October 31, 2020, we had completed lease amendments with approximately 234 of the tenants that had requested rent relief, representing deferments of approximately $3.4 million in lease income ($854,000 of our fourth quarter lease income) or approximately 3.5% of our ABR and abatements of approximately $1.4 million in lease income ($934,000 of our fourth quarter lease income) or approximately 1.4% of ABR. The weighted average payback period for the $3.4 million of deferred rents is 8.5 months.
|
•
|
Along with our tenants and the communities we together serve, the health and safety of our employees is our top priority. We have adapted our operations to protect employees, including by implementing a work-from-home policy in March 2020, which worked seamlessly with no disruption in our service to tenants and other business partners. On May 20, 2020, in response to a change in the State of Connecticut's mandates, we re-opened our office at less than 50% capacity, with employees encouraged to continue working from home when feasible consistent with business needs. We continue to closely monitor the recommendations and mandates of federal, state and local governments and health authorities to ensure the safety of our own employees as well as our properties.
|
•
|
We are in regular communication with our tenants, providing assistance in identifying local, state and federal resources that may be available to support their businesses and employees during the pandemic, including stimulus funds that may be available under the Coronavirus Aid, Relief, and Economic Security Act of 2020 (the "CARES Act”). We compiled a robust set of tenant materials explaining these and other programs, which have been posted to the tenant portal on our website, disseminated by e-mail to all of our tenants through the tenant portal of our general ledger system and communicated directly by telephone through our leasing agents. Each of our tenants was also assigned a leasing agent to whom the tenant can turn with questions and concerns during these uncertain times.
|
•
|
In addition, we launched a program designating dedicated parking spots for curbside pick-up at our shopping centers for use by all tenants and their customers, assisted restaurant tenants in securing municipal approvals for outdoor seating, and are assisting tenants in many other ways to improve their business prospects.
|
•
|
To enhance our liquidity position and maintain financial flexibility, we borrowed $35 million under our Unsecured Revolving Credit Facility ("Facility") during March and April 2020 to fund capital improvements and for general corporate purposes.
|
•
|
At October 31, 2020, we had $40.8 million in cash and cash equivalents on our consolidated balance sheet, and an additional $64 million available under our Facility (excluding the $50 million accordion feature).
|
•
|
We do not have any unsecured debt maturing until August 2021. Additionally, we do not have any secured debt maturing until January 2022. All maturing secured debt is generally below a 55% loan-to-value ratio, and we believe we will be able to refinance that debt. Construction related to three large re-tenanting projects, two for grocery stores and one for a national junior anchor, was completed during the second quarter and all three tenants are open and operating as of the date of this report. We do not have any other material re-tenanting projects ongoing.
|
•
|
We have taken proactive measures to manage costs, including reducing, where possible, our common area maintenance spending. We have one ongoing construction project at one of our properties, with approximately $4.3 million remaining to complete the project. Otherwise, only minimal construction is underway. Further, we expect that the only material capital expenditures at our properties in the near term will be tenant improvements and/or other leasing costs associated with existing and new leases.
|
•
|
Although we continue to seek opportunities to acquire high-quality neighborhood and community shopping centers, we have temporarily redirected the executives in our acquisition department to help with lease negotiations.
|
•
|
On March 27, 2020, the President of the United States signed into law the CARES Act. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer-side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property. The Company has availed itself of some of the above benefits afforded by the CARES Act (other than what are commonly referred to as PPP loans).
|
•
|
On December 27, 2020, a second COVID-19 federal stimulus package was enacted as part of the Consolidated Appropriations Act, 2021 (the "COVID Supplemental Appropriations Act"). Among other things, the COVID Supplemental Appropriations Act will enhance various support features of the previously enacted CARES Act, increase unemployment payments and extend the time frame for unemployment benefits, and re-implement a modified version of the Paycheck Protection Program for small businesses and eligible non-profits. As with the CARES Act, the Company has disseminated information about the COVID Supplemental Appropriations Act to our tenants through our website and general ledger system.
|
•
|
On December 15, 2020, our Board of Directors declared a quarterly dividend of $0.125 per Common share and $0.14 per Class A Common share to be paid on January 15, 2021 to holders of record on January 5, 2021, reduced approximately 50% from pre-pandemic dividend levels of $0.25 per Common share and $0.28 per Class A Common share. The announced dividend level will preserve approximately $5.5 million of cash in the first quarter of fiscal 2021 when compared to our pre-pandemic dividend levels. Given the reduction of operating cash flow and taxable income caused by tenants’ nonpayment of rent during the period from April through December 2020, the overall uncertainty of the COVID-19 pandemic’s near and potential long-term impact on our business, and the importance of preserving our liquidity position, among other considerations, the Board determined after careful consideration of all information available to them at the time that reducing the quarterly dividend, when compared with the pre-pandemic level, is in the best interests of stockholders. Based on the Company’s updated taxable income projections for the fiscal year ending 2021, we will most likely need to pay dividends over the remainder of the fiscal year at higher levels in order to meet the distribution requirements necessary for it to continue qualifying as a REIT for U.S. federal income tax requirements. The Board may determine that the increased level would be more appropriate towards the latter part of fiscal 2021 once, hopefully, a vaccine has become widely disseminated, the pandemic has begun to wane and the economy and our properties have returned to some normalcy. We cannot, however, be certain as to the level or timing of any such dividend increase. The Board declared the full contractual dividend on both our Series H and Series K Cumulative Preferred Stock, payable on January 29, 2021, to holders of record on January 15, 2021. Going forward, our Board of Directors will continue to evaluate our dividend policy.
|
•
|
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.
|
•
|
On November 1, 2019, we redeemed all of the outstanding shares of our Series G Cumulative Preferred Stock for $25 per share with proceeds from our sale of our Series K Cumulative Preferred Stock in October 2019. The total redemption amount was $75 million.
|
•
|
In December 2019, we closed on the sale of our property located in Bernardsville, NJ to an unrelated third party for a sale price of $2.7 million, pursuant to a contract we had entered into in August 2019, as that property no longer met our investment objectives. In accordance with GAAP, the property met all the criteria to be classified as held for sale in the fourth quarter of fiscal 2019, and, accordingly, we recorded a loss on property held for sale of $434,000, which loss was included in continuing operations in the consolidated statement of income for the year ended October 31, 2019. The amount of the loss represented the net carrying amount of the property over the fair value of the asset less estimated cost to sell. Upon completion of the sale in December 2019, we realized an additional loss on sale of property of $86,000, which loss is included in continuing operations in the consolidated statement of income for the year ended October 31, 2020. This loss has been added back to our Funds from Operations (“FFO”) as discussed below in this Item 7.
|
•
|
In January 2020, we sold for $1.3 million a retail property located in Carmel, NY, as that property no longer met our investment objectives. In conjunction with the sale, we realized a loss on sale of property in the amount of $242,000, which loss is included in continuing operations in the consolidated statement of income for the year ended October 31, 2020. This loss has been added back to FFO as discussed below in this Item 7.
|
•
|
In January 2020, we redeemed 2,250 units of UB New City I, LLC from the noncontrolling member. The total cash price paid for the redemption was $49,500. As a result of the redemption, our ownership percentage of New City increased to 79.7% from 78.2%.
|
•
|
In January 2020, we redeemed 23,829 units of UB High Ridge, LLC from the noncontrolling member. The total cash price paid for the redemption was $560,000. As a result of the redemption, our ownership percentage of High Ridge increased to 14.2% from 13.3%.
|
•
|
In March and April 2020, we borrowed an aggregate $35 million on our Facility to fund capital improvements and for general corporate purposes.
|
•
|
In June 2020, we redeemed 6,750 units of UB New City I, LLC from the noncontrolling member. The total cash price paid for the redemption was $148,500. As a result of the redemption, our ownership percentage of New City increased to 84.3% from 79.7%.
|
•
|
In December 2020 (fiscal 2021), we closed on the sale of a 29,000 square foot portion of our property, which was recently converted into a condominium, located in Pompton Lakes, NJ to Lidl, a national grocery store company, for a sale price of $2.8 million. We had entered into a purchase and sale agreement in January 2020, subject to various conditions. In accordance with GAAP, that portion of the property met all the criteria to be classified as held for sale in September of fiscal 2020, and accordingly, we recorded a loss on property held for sale of $5.7 million, which loss is included in continuing operations in the consolidated statement of income for the year ended October 31, 2020. The amount of the loss represented the net carrying amount of that portion of the property over the fair value of that portion of the property, less the estimated cost to sell. This loss has been added back to our FFO as discussed below in this Item 7. Lidl will operate a grocery store on its portion of the property. The 29,000 square foot portion of the property sold was approximately half of a vacant space that was previously leased and occupied by A&P. A&P went bankrupt several years ago and the space had remained vacant. In considering many options for the use of this space, we determined that the best course of action for the Company to maximize the value of the space was to sell this portion of the property to a leading grocery store company 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.
|
● |
Proceeds from revolving credit line borrowings in the amount of $35.0 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.
|
● |
Proceeds from revolving credit line borrowings in the amount of $33.6 million.
|
● |
Proceeds from mortgage financing of $10 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.
|
● |
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.
|
● |
Dividends to shareholders in the amount of $53.9 million.
|
● |
Repayment of mortgage notes payable in the amount of $24.1 million.
|
● |
Repayment of revolving credit line borrowings in the amount of $9 million.
|
|
Year Ended October 31,
|
Change Attributable to:
|
||||||||||||||||||||||
Revenues
|
2020
|
2019
|
Increase
(Decrease)
|
%
Change
|
Property
Acquisitions/Sales
|
Properties Held in
Both Periods (Note 1)
|
||||||||||||||||||
Base rents
|
$
|
99,387
|
$
|
100,459
|
$
|
(1,072
|
)
|
(1.1
|
)%
|
$
|
(351
|
)
|
$
|
(721
|
)
|
|||||||||
Recoveries from tenants
|
28,889
|
32,784
|
(3,895
|
)
|
(11.9
|
)%
|
(9
|
)
|
(3,886
|
)
|
||||||||||||||
Uncollectable amounts in lease income
|
(3,916
|
)
|
(956
|
)
|
2,960
|
309.6
|
%
|
-
|
2,960
|
|||||||||||||||
ASC Topic 842 cash basis lease income reversal
|
(3,419
|
)
|
-
|
(3,419
|
)
|
(100.0
|
)%
|
(9
|
)
|
(3,410
|
)
|
|||||||||||||
Lease termination
|
705
|
221
|
484
|
219.0
|
%
|
-
|
484
|
|||||||||||||||||
Other income
|
5,099
|
4,374
|
725
|
16.6
|
%
|
(241
|
)
|
966
|
||||||||||||||||
Operating Expenses
|
||||||||||||||||||||||||
Property operating
|
19,542
|
22,151
|
(2,609
|
)
|
(11.8
|
)%
|
(264
|
)
|
(2,345
|
)
|
||||||||||||||
Property taxes
|
23,464
|
23,363
|
101
|
0.4
|
%
|
(74
|
)
|
175
|
||||||||||||||||
Depreciation and amortization
|
29,187
|
27,930
|
1,257
|
4.5
|
%
|
(99
|
)
|
1,356
|
||||||||||||||||
General and administrative
|
10,643
|
9,405
|
1,238
|
13.2
|
%
|
n/a
|
n/a
|
|||||||||||||||||
Non-Operating Income/Expense
|
||||||||||||||||||||||||
Interest expense
|
13,508
|
14,102
|
(594
|
)
|
(4.2
|
)%
|
303
|
(897
|
)
|
|||||||||||||||
Interest, dividends, and other investment income
|
398
|
403
|
(5
|
)
|
(1.2
|
)%
|
n/a
|
n/a
|
|
Year Ended October 31,
|
Change Attributable to:
|
||||||||||||||||||||||
Revenues
|
2019
|
2018
|
Increase
(Decrease)
|
%
Change
|
Property
Acquisitions/Sales
|
Properties Held in
Both Periods (Note 2)
|
||||||||||||||||||
Base rents
|
$
|
100,459
|
$
|
96,943
|
$
|
3,516
|
3.6
|
%
|
$
|
2,816
|
$
|
700
|
||||||||||||
Recoveries from tenants
|
32,784
|
31,144
|
1,640
|
5.3
|
%
|
1,091
|
549
|
|||||||||||||||||
Uncollectable amounts in lease income
|
(956
|
)
|
(857
|
)
|
(99
|
)
|
11.6
|
%
|
-
|
(99
|
)
|
|||||||||||||
Lease termination
|
221
|
3,795
|
(3,574
|
)
|
(94.2
|
)%
|
-
|
(3,574
|
)
|
|||||||||||||||
Other income
|
4,374
|
3,697
|
677
|
18.3
|
%
|
270
|
407
|
|||||||||||||||||
Operating Expenses
|
||||||||||||||||||||||||
Property operating
|
22,151
|
22,235
|
(84
|
)
|
(0.4
|
)%
|
990
|
(1,074
|
)
|
|||||||||||||||
Property taxes
|
23,363
|
21,167
|
2,196
|
10.4
|
%
|
820
|
1,376
|
|||||||||||||||||
Depreciation and amortization
|
27,930
|
28,327
|
(397
|
)
|
(1.4
|
)%
|
412
|
(809
|
)
|
|||||||||||||||
General and administrative
|
9,405
|
9,223
|
182
|
2.0
|
%
|
n/a
|
n/a
|
|||||||||||||||||
Non-Operating Income/Expense
|
||||||||||||||||||||||||
Interest expense
|
14,102
|
13,678
|
424
|
3.1
|
%
|
213
|
211
|
|||||||||||||||||
Interest, dividends, and other investment income
|
403
|
350
|
53
|
15.1
|
%
|
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.
|
|
Year Ended October 31,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Net Income Applicable to Common and Class A Common Stockholders
|
$
|
8,533
|
$
|
22,128
|
$
|
25,217
|
||||||
Real property depreciation
|
22,662
|
22,668
|
22,139
|
|||||||||
Amortization of tenant improvements and allowances
|
4,694
|
3,521
|
4,039
|
|||||||||
Amortization of deferred leasing costs
|
1,737
|
1,652
|
2,057
|
|||||||||
Depreciation and amortization on unconsolidated joint ventures
|
1,499
|
1,505
|
1,719
|
|||||||||
(Gain)/loss on sale of properties
|
6,047
|
19
|
-
|
|||||||||
Loss on sale of property of unconsolidated joint venture
|
-
|
462
|
-
|
|||||||||
Funds from Operations Applicable to Common and Class A Common Stockholders
|
$
|
45,172
|
$
|
51,955
|
$
|
55,171
|
||||||
•
|
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 Item 7.
|
•
|
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.
|
•
|
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.
|
•
|
A $484,000 increase in lease termination income in fiscal 2020 when compared with the corresponding prior period.
|
•
|
A $594,000 decrease in interest expense as a result of fully repaying our Facility in the fourth quarter of fiscal 2019 with proceeds from our new series of preferred stock.
|
•
|
A $446,000 decrease in payments to noncontrolling interests as a result of redeeming units valued at $768,000 in fiscal 2020 and a reduction in the amount of distributions to noncontrolling interests for distributions based on the reduced dividend on our Class A Common stock.
|
•
|
In fiscal 2019 we issued notice of redemption of our Series G preferred stock and realized preferred stock redemption charges of $2.4 million.
|
•
|
The receipt of a $3.7 million one-time lease termination payment in the second quarter of fiscal 2018 from a grocery store tenant that wanted to terminate its lease early.
|
•
|
An increase of $725,000 in base rent in the third quarter of fiscal 2018 related to the amortization of a below market rent in accordance with ASC Topic 805 for a grocery store tenant who was evicted and whose lease was terminated at our Passaic property.
|
•
|
An increase in interest expense as a result of having a greater amount outstanding on our Facility in the fiscal year ended 2019 when compared with the corresponding prior periods.
|
•
|
$2.4 million in preferred stock redemption charges relating to our calling our Series G preferred stock for redemption on October 1, 2019.
|
•
|
An increase of $539,000 in preferred stock dividends as a result of having a new series of preferred stock outstanding for the month of October 2019. We redeemed our Series G preferred stock on November 1, 2019.
|
•
|
$403,000 gain on sale of marketable securities in fiscal 2019 when we sold all of our marketable securities.
|
•
|
Additional net income generated from properties acquired in fiscal 2018 and fiscal 2019.
|
•
|
Additional net income generated from increased base rent revenue for our existing properties, specifically related to a property where the grocery store tenant renewed its lease at a significantly higher rent than the current rent.
|
● |
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.
|
|
Principal Balance
|
|||||||||||||
Joint Venture Description
|
Location
|
Original Balance
|
At October 31, 2020
|
Fixed Interest Rate Per Annum
|
Maturity Date
|
|||||||||
Midway Shopping Center
|
Scarsdale, NY
|
$
|
32,000
|
$
|
25,700
|
4.80
|
%
|
Dec-2027
|
||||||
Putnam Plaza Shopping Center
|
Carmel, NY
|
$
|
18,900
|
$
|
18,300
|
4.81
|
%
|
Oct-2028
|
||||||
Gateway Plaza
|
Riverhead, NY
|
$
|
14,000
|
$
|
11,600
|
4.18
|
%
|
Feb-2024
|
||||||
Applebee's Plaza
|
Riverhead, NY
|
$
|
2,300
|
$
|
1,800
|
3.38
|
%
|
Aug-2026
|
|
Payments Due by Period
|
|||||||||||||||||||||||||||
Total
|
2021
|
2022
|
2023
|
2024
|
2025
|
Thereafter
|
||||||||||||||||||||||
Mortgage notes payable and other loans
|
$
|
299,434
|
$
|
7,252
|
$
|
55,986
|
$
|
6,233
|
$
|
25,000
|
$
|
86,295
|
$
|
118,668
|
||||||||||||||
Interest on mortgage notes payable
|
66,652
|
13,043
|
11,775
|
10,281
|
8,832
|
6,252
|
16,469
|
|||||||||||||||||||||
Capital improvements to properties*
|
7,649
|
7,649
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Total Contractual Obligations
|
$
|
373,735
|
$
|
27,944
|
$
|
67,761
|
$
|
16,514
|
$
|
33,832
|
$
|
92,547
|
$
|
135,137
|
|
For the Fiscal Year Ended October 31,
|
|||||||||||||||||||||||||||||||
2021
|
2022
|
2023
|
2024
|
2025
|
Thereafter
|
Total
|
Estimated Fair Value
|
|||||||||||||||||||||||||
Mortgage notes payable and other loans
|
$
|
7,252
|
$
|
55,986
|
$
|
6,233
|
$
|
25,000
|
$
|
86,295
|
$
|
118,668
|
$
|
299,434
|
$
|
316,483
|
||||||||||||||||
Weighted average interest rate for debt maturing
|
n/a
|
4.42
|
%
|
n/a
|
4.14
|
%
|
3.95
|
%
|
4.00
|
%
|
4.07
|
%
|
/s/ PKF O'Connor Davies, LLP
|
New York, New York
|
January 12, 2021
|
A. |
Index to Financial Statements and Financial Statement Schedule
|
1. |
Financial Statements
|
2. |
Financial Statement Schedule --
|
B. |
Exhibits.
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
|
4.1
|
Common Stock: See Exhibits 3.1 (a)-(p) hereto.
|
|
|
4.2
|
|
4.3
|
Series H Preferred Shares: See Exhibits 3.1 (a)-(p) hereto.
|
4.4
|
Series I Preferred Shares: See Exhibits 3.1 (a)-(p) hereto.
|
4.5
|
Series J Preferred Shares: See Exhibits 3.1 (a)-(p) hereto.
|
4.6
|
Series K Preferred Shares: See Exhibits 3.1 (a)-(p) hereto.
|
4.7
|
|
10.1
|
|
10.2
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
|
10.9
|
|
10.10
|
|
|
|
10.11
|
|
|
|
10.12
|
|
|
|
10.13
|
|
|
|
10.14
|
|
21
|
|
23
|
|
31.1
|
|
31.2
|
|
32
|
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
# |
Management contract, compensation plan arrangement.
|
* |
Filed herewith.
|
** |
Furnished herewith.
|
Item 15.
|
Page
|
|
31
|
||
32
|
||
33
|
||
34
|
||
35
|
||
36
|
||
54
|
||
Schedule
|
||
III
|
55-56
|
|
|
October 31, 2020
|
October 31, 2019
|
||||||
ASSETS
|
||||||||
Real Estate Investments:
|
||||||||
Real Estate – at cost
|
$
|
1,149,182
|
$
|
1,141,770
|
||||
Less: Accumulated depreciation
|
(261,325
|
)
|
(241,154
|
)
|
||||
887,857
|
900,616
|
|||||||
Investments in and advances to unconsolidated joint ventures
|
28,679
|
29,374
|
||||||
916,536
|
929,990
|
|||||||
Cash and cash equivalents
|
40,795
|
94,079
|
||||||
Tenant receivables
|
25,954
|
22,854
|
||||||
Prepaid expenses and other assets
|
18,263
|
15,513
|
||||||
Deferred charges, net of accumulated amortization
|
8,631
|
9,868
|
||||||
Total Assets
|
$
|
1,010,179
|
$
|
1,072,304
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Liabilities:
|
||||||||
Revolving credit lines
|
$
|
35,000
|
$
|
-
|
||||
Mortgage notes payable and other loans
|
299,434
|
306,606
|
||||||
Preferred stock called for redemption
|
-
|
75,000
|
||||||
Accounts payable and accrued expenses
|
18,033
|
11,416
|
||||||
Deferred compensation – officers
|
20
|
53
|
||||||
Other liabilities
|
24,550
|
21,629
|
||||||
Total Liabilities
|
377,037
|
414,704
|
||||||
Redeemable Noncontrolling Interests
|
62,071
|
77,876
|
||||||
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
|
115,000
|
115,000
|
||||||
5.875% Series K Cumulative Preferred Stock (liquidation preference of $25 per share) 4,400,000 shares issued and outstanding
|
110,000
|
110,000
|
||||||
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; 10,073,652 and 9,963,751 shares issued and outstanding
|
102
|
101
|
||||||
Class A Common Stock, par value $0.01 per share; 100,000,000 shares authorized; 29,996,305 and 29,893,241 shares issued and outstanding
|
300
|
299
|
||||||
Additional paid in capital
|
526,027
|
520,988
|
||||||
Cumulative distributions in excess of net income
|
(164,651
|
)
|
(158,213
|
)
|
||||
Accumulated other comprehensive income (loss)
|
(15,707
|
)
|
(8,451
|
)
|
||||
Total Stockholders' Equity
|
571,071
|
579,724
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
1,010,179
|
$
|
1,072,304
|
|
Year Ended October 31,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Revenues
|
||||||||||||
Lease income
|
$
|
120,941
|
$
|
132,287
|
$
|
127,230
|
||||||
Lease termination
|
705
|
221
|
3,795
|
|||||||||
Other
|
5,099
|
4,374
|
3,697
|
|||||||||
Total Revenues
|
126,745
|
136,882
|
134,722
|
|||||||||
Expenses
|
||||||||||||
Property operating
|
19,542
|
22,151
|
22,235
|
|||||||||
Property taxes
|
23,464
|
23,363
|
21,167
|
|||||||||
Depreciation and amortization
|
29,187
|
27,930
|
28,327
|
|||||||||
General and administrative
|
10,643
|
9,405
|
9,223
|
|||||||||
Directors' fees and expenses
|
373
|
346
|
344
|
|||||||||
Total Operating Expenses
|
83,209
|
83,195
|
81,296
|
|||||||||
Operating Income
|
43,536
|
53,687
|
53,426
|
|||||||||
Non-Operating Income (Expense):
|
||||||||||||
Interest expense
|
(13,508
|
)
|
(14,102
|
)
|
(13,678
|
)
|
||||||
Equity in net income from unconsolidated joint ventures
|
1,433
|
1,241
|
2,085
|
|||||||||
Gain on sale of marketable securities
|
258
|
403
|
-
|
|||||||||
Interest, dividends and other investment income
|
398
|
403
|
350
|
|||||||||
Gain (loss) on sale of properties
|
(6,047
|
)
|
(19
|
)
|
-
|
|||||||
Net Income
|
26,070
|
41,613
|
42,183
|
|||||||||
Noncontrolling interests:
|
||||||||||||
Net income attributable to noncontrolling interests
|
(3,887
|
)
|
(4,333
|
)
|
(4,716
|
)
|
||||||
Net income attributable to Urstadt Biddle Properties Inc.
|
22,183
|
37,280
|
37,467
|
|||||||||
Preferred stock dividends
|
(13,650
|
)
|
(12,789
|
)
|
(12,250
|
)
|
||||||
Redemption of preferred stock
|
-
|
(2,363
|
)
|
-
|
||||||||
Net Income Applicable to Common and Class A Common Stockholders
|
$
|
8,533
|
$
|
22,128
|
$
|
25,217
|
||||||
Basic Earnings Per Share:
|
||||||||||||
Per Common Share:
|
$
|
0.20
|
$
|
0.53
|
$
|
0.61
|
||||||
Per Class A Common Share:
|
$
|
0.23
|
$
|
0.59
|
$
|
0.68
|
||||||
Diluted Earnings Per Share:
|
||||||||||||
Per Common Share:
|
$
|
0.20
|
$
|
0.52
|
$
|
0.60
|
||||||
Per Class A Common Share:
|
$
|
0.22
|
$
|
0.58
|
$
|
0.67
|
|
Year Ended October 31,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Net Income
|
$
|
26,070
|
$
|
41,613
|
$
|
42,183
|
||||||
Other comprehensive income:
|
||||||||||||
Change in unrealized gain on marketable equity securities
|
-
|
-
|
569
|
|||||||||
Change in unrealized gain (loss) on interest rate swaps
|
(6,546
|
)
|
(13,651
|
)
|
4,155
|
|||||||
Change in unrealized gain (loss) on interest rate swaps-equity investees
|
(710
|
)
|
(1,697
|
)
|
-
|
|||||||
Total comprehensive income
|
18,814
|
26,265
|
46,907
|
|||||||||
Comprehensive income attributable to noncontrolling interests
|
(3,887
|
)
|
(4,333
|
)
|
(4,716
|
)
|
||||||
Total comprehensive income attributable to Urstadt Biddle Properties Inc.
|
14,927
|
21,932
|
42,191
|
|||||||||
Preferred stock dividends
|
(13,650
|
)
|
(12,789
|
)
|
(12,250
|
)
|
||||||
Redemption of preferred stock
|
-
|
(2,363
|
)
|
-
|
||||||||
Total comprehensive income applicable to Common and Class A Stockholders
|
$
|
1,277
|
$
|
6,780
|
$
|
29,941
|
|
Year Ended October 31,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Cash Flows from Operating Activities:
|
||||||||||||
Net income
|
$
|
26,070
|
$
|
41,613
|
$
|
42,183
|
||||||
Adjustments to reconcile net income to net cash provided
|
||||||||||||
by operating activities:
|
||||||||||||
Depreciation and amortization
|
29,187
|
27,930
|
28,327
|
|||||||||
Straight-line rent adjustment
|
(2,641
|
)
|
(914
|
)
|
(957
|
)
|
||||||
Provisions for tenant credit losses
|
6,244
|
956
|
859
|
|||||||||
(Gain) on sale of marketable securities
|
(258
|
)
|
(403
|
)
|
-
|
|||||||
Restricted stock compensation expense and other adjustments
|
5,448
|
4,381
|
4,085
|
|||||||||
Deferred compensation arrangement
|
(33
|
)
|
(19
|
)
|
(24
|
)
|
||||||
(Gain) loss on sale of properties
|
6,047
|
19
|
-
|
|||||||||
Equity in net (income) of unconsolidated joint ventures
|
(1,433
|
)
|
(1,241
|
)
|
(2,085
|
)
|
||||||
Distributions of operating income from unconsolidated joint ventures
|
1,433
|
1,241
|
2,085
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Tenant receivables
|
(6,715
|
)
|
(314
|
)
|
(956
|
)
|
||||||
Accounts payable and accrued expenses
|
609
|
(8,142
|
)
|
161
|
||||||||
Other assets and other liabilities, net
|
(2,075
|
)
|
7,210
|
(2,094
|
)
|
|||||||
Net Cash Flow Provided by Operating Activities
|
61,883
|
72,317
|
71,584
|
|||||||||
Cash Flows from Investing Activities:
|
||||||||||||
Acquisitions of real estate investments
|
-
|
(11,751
|
)
|
(6,910
|
)
|
|||||||
Investments in and advances to unconsolidated joint ventures
|
-
|
(574
|
)
|
-
|
||||||||
Deposits on acquisition of real estate investments
|
(1,030
|
)
|
-
|
-
|
||||||||
Deposits on real estate investments
|
530
|
-
|
(1,000
|
)
|
||||||||
Improvements to properties and deferred charges
|
(22,336
|
)
|
(18,681
|
)
|
(8,184
|
)
|
||||||
Net proceeds from sale of properties
|
3,732
|
3,372
|
-
|
|||||||||
Purchases of securities available for sale
|
(6,983
|
)
|
-
|
(4,999
|
)
|
|||||||
Proceeds from the sale of available for sale securities
|
7,240
|
5,970
|
-
|
|||||||||
Return of capital from unconsolidated joint ventures
|
27
|
6,925
|
553
|
|||||||||
Net Cash Flow (Used in) Investing Activities
|
(18,820
|
)
|
(14,739
|
)
|
(20,540
|
)
|
||||||
Cash Flows from Financing Activities:
|
||||||||||||
Dividends paid -- Common and Class A Common Stock
|
(30,018
|
)
|
(42,600
|
)
|
(41,626
|
)
|
||||||
Dividends paid -- Preferred Stock
|
(14,188
|
)
|
(12,789
|
)
|
(12,250
|
)
|
||||||
Amortization payments on mortgage notes payable
|
(7,089
|
)
|
(6,441
|
)
|
(6,427
|
)
|
||||||
Proceeds from mortgage note payable and other loans
|
-
|
47,000
|
10,000
|
|||||||||
Repayment of mortgage notes payable and other loans
|
-
|
(27,001
|
)
|
(17,624
|
)
|
|||||||
Proceeds from revolving credit line borrowings
|
35,000
|
25,500
|
33,595
|
|||||||||
Sales of additional shares of Common and Class A Common Stock
|
149
|
193
|
196
|
|||||||||
Repayments on revolving credit line borrowings
|
-
|
(54,095
|
)
|
(9,000
|
)
|
|||||||
Acquisitions of noncontrolling interests
|
(758
|
)
|
(5,134
|
)
|
(1,220
|
)
|
||||||
Distributions to noncontrolling interests
|
(3,887
|
)
|
(4,333
|
)
|
(4,716
|
)
|
||||||
Repurchase of shares of Class A Common Stock
|
-
|
-
|
(120
|
)
|
||||||||
Payment of taxes on shares withheld for employee taxes
|
(573
|
)
|
(270
|
)
|
(241
|
)
|
||||||
Net proceeds from issuance of Preferred Stock
|
17
|
106,186
|
-
|
|||||||||
Redemption of preferred stock
|
(75,000
|
)
|
-
|
-
|
||||||||
Net Cash Flow Provided by (Used in) Financing Activities
|
(96,347
|
)
|
26,216
|
(49,433
|
)
|
|||||||
Net Increase/(Decrease) In Cash and Cash Equivalents
|
(53,284
|
)
|
83,794
|
1,611
|
||||||||
Cash and Cash Equivalents at Beginning of Year
|
94,079
|
10,285
|
8,674
|
|||||||||
Cash and Cash Equivalents at End of Year
|
$
|
40,795
|
$
|
94,079
|
$
|
10,285
|
|
6.75%
Series G
Preferred
Stock
Issued
|
6.75%
Series G
Preferred
Stock
Amount
|
6.25%
Series H
Preferred
Stock
Issued
|
6.25%
Series H
Preferred
Stock
Amount
|
5.875% Series K
Preferred
Stock
Issued
|
5.875% Series K
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
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
25,217
|
-
|
25,217
|
||||||||||||||||||||||||||||||||||||||||||
Change in unrealized gains on marketable securities
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
569
|
569
|
||||||||||||||||||||||||||||||||||||||||||
Change in unrealized (loss) on interest rate swap
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,155
|
4,155
|
||||||||||||||||||||||||||||||||||||||||||
Cash dividends paid :
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock ($0.96 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(9,426
|
)
|
-
|
(9,426
|
)
|
||||||||||||||||||||||||||||||||||||||||
Class A common stock ($1.08 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(32,200
|
)
|
-
|
(32,200
|
)
|
||||||||||||||||||||||||||||||||||||||||
Issuance of shares under dividend reinvestment plan
|
-
|
-
|
-
|
-
|
-
|
-
|
4,528
|
-
|
5,766
|
-
|
197
|
-
|
-
|
197
|
||||||||||||||||||||||||||||||||||||||||||
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
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,950
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||||||||
Repurchase of Class A Common stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,660
|
)
|
-
|
(120
|
)
|
-
|
-
|
(120
|
)
|
|||||||||||||||||||||||||||||||||||||||
Restricted stock compensation and other adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,085
|
-
|
-
|
4,085
|
||||||||||||||||||||||||||||||||||||||||||
Adjustments to redeemable noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,674
|
-
|
2,674
|
||||||||||||||||||||||||||||||||||||||||||
Balances - October 31, 2018
|
3,000,000
|
75,000
|
4,600,000
|
115,000
|
-
|
-
|
9,822,006
|
99
|
29,814,814
|
298
|
518,136
|
(133,858
|
)
|
7,466
|
582,141
|
|||||||||||||||||||||||||||||||||||||||||
November 1, 2018 adoption of new accounting standard
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
569
|
(569
|
)
|
-
|
|||||||||||||||||||||||||||||||||||||||||
Net income applicable to Common and Class A common stockholders
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
22,128
|
-
|
22,128
|
||||||||||||||||||||||||||||||||||||||||||
Change in unrealized gain (loss) on interest rate swap
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(15,348
|
)
|
(15,348
|
)
|
||||||||||||||||||||||||||||||||||||||||
Cash dividends paid :
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock ($0.98 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(9,762
|
)
|
-
|
(9,762
|
)
|
||||||||||||||||||||||||||||||||||||||||
Class A common stock ($1.10 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(32,838
|
)
|
-
|
(32,838
|
)
|
||||||||||||||||||||||||||||||||||||||||
Issuance of shares under dividend reinvestment plan
|
-
|
-
|
-
|
-
|
-
|
-
|
4,545
|
-
|
5,417
|
-
|
193
|
-
|
-
|
193
|
||||||||||||||||||||||||||||||||||||||||||
Shares issued under restricted stock plan
|
-
|
-
|
-
|
-
|
-
|
-
|
137,200
|
2
|
111,450
|
1
|
(3
|
)
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||||||||
Shares withheld for employee taxes
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(14,290
|
)
|
-
|
(269
|
)
|
-
|
-
|
(269
|
)
|
|||||||||||||||||||||||||||||||||||||||
Forfeiture of restricted stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(24,150
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||||||||
Issuance of Series K Preferred Stock
|
-
|
-
|
-
|
-
|
4,400,000
|
110,000
|
-
|
-
|
-
|
-
|
(3,465
|
)
|
-
|
-
|
106,535
|
|||||||||||||||||||||||||||||||||||||||||
Reclassification of preferred stock
|
(3,000,000
|
)
|
(75,000
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,363
|
-
|
-
|
(72,637
|
)
|
|||||||||||||||||||||||||||||||||||||||
Restricted stock compensation and other adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,033
|
-
|
-
|
4,033
|
||||||||||||||||||||||||||||||||||||||||||
Adjustments to redeemable noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,452
|
)
|
-
|
(4,452
|
)
|
||||||||||||||||||||||||||||||||||||||||
Balances - October 31, 2019
|
-
|
-
|
4,600,000
|
115,000
|
4,400,000
|
110,000
|
9,963,751
|
101
|
29,893,241
|
299
|
520,988
|
(158,213
|
)
|
(8,451
|
)
|
579,724
|
||||||||||||||||||||||||||||||||||||||||
Net income applicable to Common and Class A common stockholders
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8,533
|
-
|
8,533
|
||||||||||||||||||||||||||||||||||||||||||
Change in unrealized gains on interest rate swap
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,256
|
)
|
(7,256
|
)
|
||||||||||||||||||||||||||||||||||||||||
Cash dividends paid :
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock ($0.6875 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,923
|
)
|
-
|
(6,923
|
)
|
||||||||||||||||||||||||||||||||||||||||
Class A common stock ($0.77 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(23,095
|
)
|
-
|
(23,095
|
)
|
||||||||||||||||||||||||||||||||||||||||
Issuance of shares under dividend reinvestment plan
|
-
|
-
|
-
|
-
|
-
|
-
|
4,451
|
-
|
6,837
|
-
|
149
|
-
|
-
|
149
|
||||||||||||||||||||||||||||||||||||||||||
Shares issued under restricted stock plan
|
-
|
-
|
-
|
-
|
-
|
-
|
105,450
|
1
|
120,800
|
1
|
(2
|
)
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||||||||
Shares withheld for employee taxes
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(23,873
|
)
|
-
|
(573
|
)
|
-
|
-
|
(573
|
)
|
|||||||||||||||||||||||||||||||||||||||
Forfeiture of restricted stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(700
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||||||||
Restricted stock compensation and other adjustments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
5,465
|
-
|
-
|
5,465
|
||||||||||||||||||||||||||||||||||||||||||
Adjustments to redeemable noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
15,047
|
-
|
15,047
|
||||||||||||||||||||||||||||||||||||||||||
Balances - October 31, 2020
|
-
|
$
|
-
|
4,600,000
|
$
|
115,000
|
4,400,000
|
$
|
110,000
|
10,073,652
|
$
|
102
|
29,996,305
|
$
|
300
|
$
|
526,027
|
$
|
(164,651
|
)
|
$
|
(15,707
|
)
|
$
|
571,071
|
● |
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).
|
● |
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.
|
|
Year Ended October 31,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Revenues
|
$
|
17
|
$
|
612
|
$
|
666
|
||||||
Property operating expense
|
(282
|
)
|
(629
|
)
|
(691
|
)
|
||||||
Depreciation and amortization
|
(219
|
)
|
(393
|
)
|
(417
|
)
|
||||||
Net Income (loss)
|
$
|
(484
|
)
|
$
|
(410
|
)
|
$
|
(442
|
)
|
● |
Package of practical expedients - applied to all leases, allowing the Company not to reassess (i) whether expired or existing contracts contain leases under the new definition of a lease, (ii) lease classification for expired or existing leases, and (iii) whether previously capitalized initial direct costs would qualify for capitalization under Topic 842; and
|
● |
Lessor separation and allocation practical expedient - the Company elected, as lessor, to aggregate non-lease components with the related lease component if certain conditions are met, and account for the combined component based on its predominant characteristic, which generally results in combining lease and non-lease components of its tenant lease contracts to a single line shown as lease income in the accompanying consolidated statements of income.
|
|
Year Ended October 31,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Numerator
|
||||||||||||
Net income applicable to common stockholders – basic
|
$
|
1,849
|
$
|
4,659
|
$
|
5,173
|
||||||
Effect of dilutive securities:
|
||||||||||||
Restricted stock awards
|
34
|
193
|
259
|
|||||||||
Net income applicable to common stockholders – diluted
|
$
|
1,883
|
$
|
4,852
|
$
|
5,432
|
||||||
Denominator
|
||||||||||||
Denominator for basic EPS-weighted average common shares
|
9,144
|
8,813
|
8,517
|
|||||||||
Effect of dilutive securities:
|
||||||||||||
Restricted stock awards
|
241
|
536
|
597
|
|||||||||
Denominator for diluted EPS – weighted average common equivalent shares
|
9,385
|
9,349
|
9,114
|
|||||||||
Numerator
|
||||||||||||
Net income applicable to Class A common stockholders – basic
|
$
|
6,684
|
$
|
17,469
|
$
|
20,044
|
||||||
Effect of dilutive securities:
|
||||||||||||
Restricted stock awards
|
(34
|
)
|
(193
|
)
|
(259
|
)
|
||||||
Net income applicable to Class A common stockholders – diluted
|
$
|
6,650
|
$
|
17,276
|
$
|
19,785
|
||||||
Denominator
|
||||||||||||
Denominator for basic EPS – weighted average Class A common shares
|
29,506
|
29,438
|
29,335
|
|||||||||
Effect of dilutive securities:
|
||||||||||||
Restricted stock awards
|
70
|
216
|
178
|
|||||||||
Denominator for diluted EPS – weighted average Class A common equivalent shares
|
29,576
|
29,654
|
29,513
|
|
Year Ended October 31,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Ridgeway Revenues
|
11.2
|
%
|
10.9
|
%
|
10.4
|
%
|
||||||
All Other Property Revenues
|
88.8
|
%
|
89.1
|
%
|
89.6
|
%
|
||||||
Consolidated Revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|
Year Ended October 31,
|
|||||||
2020
|
2019
|
|||||||
Ridgeway Assets
|
6.4
|
%
|
6.0
|
%
|
||||
All Other Property Assets
|
93.6
|
%
|
94.0
|
%
|
||||
Consolidated Assets (Note 1)
|
100.0
|
%
|
100.0
|
%
|
|
Year Ended October 31,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Ridgeway Percent Leased
|
92
|
%
|
97
|
%
|
96
|
%
|
|
Year Ended October 31,
|
|||||||||||
Ridgeway Significant Tenants (by base rent):
|
2020
|
2019
|
2018
|
|||||||||
The Stop & Shop Supermarket Company
|
20
|
%
|
20
|
%
|
20
|
%
|
||||||
Bed, Bath & Beyond
|
14
|
%
|
14
|
%
|
14
|
%
|
||||||
Marshall’s Inc., a division of the TJX Companies
|
10
|
%
|
10
|
%
|
10
|
%
|
||||||
All Other Tenants at Ridgeway (Note 2)
|
56
|
%
|
56
|
%
|
56
|
%
|
||||||
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
Year Ended October 31, 2020
|
|||||||||||
Income Statement (In Thousands):
|
Ridgeway
|
All Other
Operating Segments
|
Total Consolidated
|
|||||||||
Revenues
|
$
|
14,180
|
$
|
112,565
|
$
|
126,745
|
||||||
Operating Expenses
|
$
|
4,424
|
$
|
38,582
|
$
|
43,006
|
||||||
Interest Expense
|
$
|
1,673
|
$
|
11,835
|
$
|
13,508
|
||||||
Depreciation and Amortization
|
$
|
2,494
|
$
|
26,693
|
$
|
29,187
|
||||||
Income from Continuing Operations
|
$
|
5,589
|
$
|
20,481
|
$
|
26,070
|
|
Year Ended October 31, 2019
|
|||||||||||
Ridgeway
|
All Other
Operating Segments
|
Total Consolidated
|
||||||||||
Revenues
|
$
|
14,859
|
$
|
122,023
|
$
|
136,882
|
||||||
Operating Expenses
|
$
|
4,376
|
$
|
41,138
|
$
|
45,514
|
||||||
Interest Expense
|
$
|
1,704
|
$
|
12,398
|
$
|
14,102
|
||||||
Depreciation and Amortization
|
$
|
2,350
|
$
|
25,580
|
$
|
27,930
|
||||||
Income from Continuing Operations
|
$
|
6,428
|
$
|
35,185
|
$
|
41,613
|
|
Year Ended October 31, 2018
|
|||||||||||
Ridgeway
|
All Other
Operating Segments
|
Total Consolidated
|
||||||||||
Revenues
|
$
|
14,015
|
$
|
120,707
|
$
|
134,722
|
||||||
Operating Expenses
|
$
|
4,094
|
$
|
39,308
|
$
|
43,402
|
||||||
Interest Expense
|
$
|
1,869
|
$
|
11,809
|
$
|
13,678
|
||||||
Depreciation and Amortization
|
$
|
2,616
|
$
|
25,711
|
$
|
28,327
|
||||||
Income from Continuing Operations
|
$
|
5,436
|
$
|
36,747
|
$
|
42,183
|
|
Consolidated
Investment Properties
|
Unconsolidated
Joint Ventures
|
2020
Totals
|
2019
Totals
|
||||||||||||
Retail
|
$
|
880,838
|
$
|
28,679
|
$
|
909,517
|
$
|
920,261
|
||||||||
Office
|
7,019
|
-
|
7,019
|
9,729
|
||||||||||||
Total
|
$
|
887,857
|
$
|
28,679
|
$
|
916,536
|
$
|
929,990
|
|
October 31,
|
|||||||
2020
|
2019
|
|||||||
Land
|
$
|
236,654
|
$
|
238,766
|
||||
Buildings and improvements
|
912,528
|
903,004
|
||||||
1,149,182
|
1,141,770
|
|||||||
Accumulated depreciation
|
(261,325
|
)
|
(241,154
|
)
|
||||
$
|
887,857
|
$
|
900,616
|
|
Lakeview
|
|||
Assets:
|
||||
Land
|
$
|
2,025
|
||
Building and improvements
|
$
|
10,620
|
||
In-place leases
|
$
|
772
|
||
Above market leases
|
$
|
459
|
||
Liabilities:
|
||||
In-place leases
|
$
|
-
|
||
Below market leases
|
$
|
1,123
|
|
Principal
Repayments
|
Scheduled
Amortization
|
Total
|
|||||||||
2021
|
$
|
-
|
$
|
7,252
|
$
|
7,252
|
||||||
2022
|
49,486
|
6,500
|
55,986
|
|||||||||
2023
|
-
|
6,233
|
6,233
|
|||||||||
2024
|
18,710
|
6,289
|
24,999
|
|||||||||
2025
|
82,243
|
4,052
|
86,295
|
|||||||||
Thereafter
|
105,224
|
10,282
|
115,506
|
|||||||||
$
|
255,663
|
$
|
40,608
|
$
|
296,271
|
|
October 31,
|
|||||||
2020
|
2019
|
|||||||
Beginning Balance
|
$
|
77,876
|
$
|
78,258
|
||||
Partial redemption of UB High Ridge Noncontrolling Interest
|
(560
|
)
|
(1,413
|
)
|
||||
Partial redemption of Dumont Noncontrolling Interest
|
-
|
(630
|
)
|
|||||
Partial redemption of New City Noncontrolling Interest
|
(198
|
)
|
(91
|
)
|
||||
Redemption of Ironbound Noncontrolling Interest
|
-
|
(2,700
|
)
|
|||||
Change in Redemption Value
|
(15,047
|
)
|
4,452
|
|||||
Ending Balance
|
$
|
62,071
|
$
|
77,876
|
|
October 31,
|
|||||||
2020
|
2019
|
|||||||
Chestnut Ridge Shopping Center (50.0%)
|
$
|
12,252
|
$
|
12,048
|
||||
Gateway Plaza (50%)
|
6,929
|
6,847
|
||||||
Putnam Plaza Shopping Center (66.67%)
|
2,599
|
3,446
|
||||||
Midway Shopping Center, L.P. (11.792%)
|
4,233
|
4,384
|
||||||
Applebee's at Riverhead (50%)
|
1,943
|
1,926
|
||||||
81 Pondfield Road Company (20%)
|
723
|
723
|
||||||
Total
|
$
|
28,679
|
$
|
29,374
|
|
October 31,
|
|||||||||||
2020
|
2019
|
2018
|
||||||||||
Operating lease income:
|
||||||||||||
Fixed lease income (Base Rent)
|
$
|
98,678
|
$
|
99,845
|
$
|
95,734
|
||||||
Variable lease income (Recoverable Costs)
|
28,889
|
32,784
|
31,144
|
|||||||||
Other lease related income, net:
|
||||||||||||
Above/below market rent amortization
|
706
|
614
|
1,209
|
|||||||||
Uncollectable amounts in lease income
|
(3,916
|
)
|
(956
|
)
|
(857
|
)
|
||||||
ASC Topic 842 cash basis lease income reversal
|
(3,416
|
)
|
-
|
-
|
||||||||
Total lease income
|
$
|
120,941
|
$
|
132,287
|
$
|
127,230
|
Fiscal Year Ending
|
||||
2021(a)
|
$
|
99,312
|
||
2022
|
83,631
|
|||
2023
|
67,486
|
|||
2024
|
57,996
|
|||
2025
|
45,831
|
|||
Thereafter
|
215,138
|
|||
Total
|
$
|
569,394
|
|
Common Shares
|
Class A Common Shares
|
||||||||||||||||||||||||||||||
Dividend Payment Date
|
Gross Dividend
Paid Per Share
|
Ordinary Income
|
Capital Gain
|
Non-Taxable Portion
|
Gross Dividend
Paid Per Share
|
Ordinary Income
|
Capital Gain
|
Non-Taxable Portion
|
||||||||||||||||||||||||
January 17, 2020
|
$
|
0.2500
|
$
|
0.174386
|
$
|
(0.003376
|
)
|
$
|
0.07899
|
$
|
0.28
|
$
|
0.1953
|
$
|
(0.0038
|
)
|
$
|
0.0885
|
||||||||||||||
April 17, 2020
|
$
|
0.2500
|
$
|
0.174386
|
$
|
(0.003376
|
)
|
$
|
0.07899
|
$
|
0.28
|
$
|
0.1953
|
$
|
(0.0038
|
)
|
$
|
0.0885
|
||||||||||||||
July 17, 2020
|
$
|
0.0625
|
$
|
0.043597
|
$
|
(0.000844
|
)
|
$
|
0.019747
|
$
|
0.07
|
$
|
0.0488
|
$
|
(0.0009
|
)
|
$
|
0.0221
|
||||||||||||||
October 16, 2020
|
$
|
0.1250
|
$
|
0.087193
|
$
|
(0.001688
|
)
|
$
|
0.039495
|
$
|
0.14
|
$
|
0.0977
|
$
|
(0.0019
|
)
|
$
|
0.0442
|
||||||||||||||
$
|
0.6875
|
$
|
0.479562
|
$
|
(0.009284
|
)
|
$
|
0.217222
|
$
|
0.77
|
$
|
0.5371
|
$
|
(0.0104
|
)
|
$
|
0.2433
|
|
Common Shares
|
Class A Common Shares
|
||||||||||||||||||||||||||||||
Dividend Payment Date
|
Gross Dividend
Paid Per Share
|
Ordinary Income
|
Capital Gain
|
Non-Taxable Portion
|
Gross Dividend
Paid Per Share
|
Ordinary Income
|
Capital Gain
|
Non-Taxable Portion
|
||||||||||||||||||||||||
January 18, 2019
|
$
|
0.245
|
$
|
0.173355
|
$
|
0.006156
|
$
|
0.065489
|
$
|
0.275
|
$
|
0.1946
|
$
|
0.0069
|
$
|
0.0735
|
||||||||||||||||
April 18, 2019
|
$
|
0.245
|
$
|
0.173355
|
$
|
0.006156
|
$
|
0.065489
|
$
|
0.275
|
$
|
0.1946
|
$
|
0.0069
|
$
|
0.0735
|
||||||||||||||||
July 19, 2019
|
$
|
0.245
|
$
|
0.173355
|
$
|
0.006156
|
$
|
0.065489
|
$
|
0.275
|
$
|
0.1946
|
$
|
0.0069
|
$
|
0.0735
|
||||||||||||||||
October 18, 2019
|
$
|
0.245
|
$
|
0.173355
|
$
|
0.006156
|
$
|
0.065489
|
$
|
0.275
|
$
|
0.1946
|
$
|
0.0069
|
$
|
0.0735
|
||||||||||||||||
$
|
0.98
|
$
|
0.69342
|
$
|
0.024624
|
$
|
0.261956
|
$
|
1.10
|
$
|
0.7784
|
$
|
0.0276
|
$
|
0.294
|
|
Common Shares
|
Class A Common Shares
|
||||||||||||||
Shares
|
Weighted-Average
Grant Date Fair Value
|
Shares
|
Weighted-Average
Grant Date Fair Value
|
|||||||||||||
Non-vested at October 31, 2019
|
1,146,100
|
$
|
17.52
|
463,225
|
$
|
21.07
|
||||||||||
Granted
|
105,450
|
$
|
19.59
|
120,800
|
$
|
23.96
|
||||||||||
Vested
|
(327,000
|
)
|
$
|
17.71
|
(92,375
|
)
|
$
|
22.20
|
||||||||
Forfeited
|
-
|
$
|
-
|
(700
|
)
|
$
|
23.23
|
|||||||||
Non-vested at October 31, 2020
|
924,550
|
$
|
17.69
|
490,950
|
$
|
21.56
|
• |
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
|
|
Total
|
Quoted Prices in Active
Markets for Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||||||
October 31, 2020
|
||||||||||||||||
Liabilities:
|
||||||||||||||||
Interest Rate Swap Agreements
|
$
|
13,300
|
$
|
-
|
$
|
13,300
|
$
|
-
|
||||||||
Redeemable noncontrolling interests
|
$
|
62,071
|
$
|
9,921
|
$
|
51,604
|
$
|
546
|
||||||||
October 31, 2019
|
||||||||||||||||
Liabilities:
|
||||||||||||||||
Interest Rate Swap Agreements
|
$
|
6,754
|
$
|
-
|
$
|
6,754
|
$
|
-
|
||||||||
Redeemable noncontrolling interests
|
$
|
77,876
|
$
|
24,968
|
$
|
52,362
|
$
|
546
|
|
Year Ended October 31, 2020
|
Year Ended October 31, 2019
|
||||||||||||||||||||||||||||||
Quarter Ended
|
Quarter Ended
|
|||||||||||||||||||||||||||||||
Jan 31
|
Apr 30
|
Jul 31
|
Oct 31
|
Jan 31
|
Apr 30
|
Jul 31
|
Oct 31
|
|||||||||||||||||||||||||
Revenues
|
$
|
34,348
|
$
|
31,280
|
$
|
28,799
|
$
|
32,318
|
$
|
34,267
|
$
|
34,105
|
$
|
34,392
|
$
|
34,117
|
||||||||||||||||
Income from Continuing Operations
|
$
|
9,521
|
$
|
7,240
|
$
|
5,923
|
$
|
3,386
|
$
|
10,018
|
$
|
9,960
|
$
|
11,427
|
$
|
10,208
|
||||||||||||||||
Net Income Attributable to Urstadt Biddle Properties Inc.
|
$
|
8,483
|
$
|
6,212
|
$
|
4,988
|
$
|
2,500
|
$
|
8,917
|
$
|
8,860
|
$
|
10,333
|
$
|
9,170
|
||||||||||||||||
Preferred Stock Dividends
|
(3,412
|
)
|
(3,413
|
)
|
(3,412
|
)
|
(3,413
|
)
|
(3,063
|
)
|
(3,062
|
)
|
(3,063
|
)
|
(3,601
|
)
|
||||||||||||||||
Redemption of Preferred Stock
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,363
|
)
|
|||||||||||||||||||||||
Net Income (Loss) Applicable to Common and Class A Common Stockholders
|
$
|
5,071
|
$
|
2,799
|
$
|
1,576
|
$
|
(913
|
)
|
$
|
5,854
|
$
|
5,798
|
$
|
7,270
|
$
|
3,206
|
|||||||||||||||
Per Share Data:
|
||||||||||||||||||||||||||||||||
Basic:
|
||||||||||||||||||||||||||||||||
Class A Common Stock
|
$
|
0.14
|
$
|
0.07
|
$
|
0.04
|
$
|
(0.02
|
)
|
$
|
0.16
|
$
|
0.16
|
$
|
0.19
|
$
|
0.09
|
|||||||||||||||
Common Stock
|
$
|
0.12
|
$
|
0.07
|
$
|
0.04
|
$
|
(0.02
|
)
|
$
|
0.14
|
$
|
0.14
|
$
|
0.17
|
$
|
0.08
|
|||||||||||||||
Diluted:
|
||||||||||||||||||||||||||||||||
Class A Common Stock
|
$
|
0.13
|
$
|
0.07
|
$
|
0.04
|
$
|
(0.02
|
)
|
$
|
0.16
|
$
|
0.15
|
$
|
0.19
|
$
|
0.08
|
|||||||||||||||
Common Stock
|
$
|
0.12
|
$
|
0.07
|
$
|
0.04
|
$
|
(0.02
|
)
|
$
|
0.14
|
$
|
0.14
|
$
|
0.17
|
$
|
0.07
|
/s/ PKF O'Connor Davies, LLP
|
We have served as the Company’s auditor since 2006.
|
New York, New York
|
January 12, 2021
|
COL. A
|
COL. B
|
COL. C
|
COL. D
|
COL. E
|
COL. F
|
COL G/H
|
COL. I
|
|||||||||||||||||||||||||||
Initial Cost to Company
|
Cost Capitalized Subsequent to Acquisition
|
Amount at which Carried at Close of Period
|
||||||||||||||||||||||||||||||||
Description and Location
|
Encumbrances
|
Land
|
Building &
Improvements
|
Land
|
Building &
Improvements
|
Land
|
Building &
Improvements
|
Totals
|
Accumulated Depreciation (b)
|
Date Constructed/Acquired
|
Life on which
depreciation for
building and
improvements
in latest income
statement is
computed (c)
|
|||||||||||||||||||||||
Real Estate Subject to Operating Leases (a):
|
||||||||||||||||||||||||||||||||||
Office Buildings:
|
||||||||||||||||||||||||||||||||||
Greenwich, CT
|
$
|
-
|
$
|
708
|
$
|
1,641
|
$
|
-
|
$
|
258
|
$
|
708
|
$
|
1,899
|
$
|
2,607
|
$
|
898
|
2001
|
31.5
|
||||||||||||||
Greenwich, CT
|
-
|
488
|
1,139
|
-
|
622
|
488
|
1,761
|
2,249
|
826
|
2000
|
31.5
|
|||||||||||||||||||||||
Greenwich, CT
|
-
|
570
|
2,359
|
-
|
1,219
|
570
|
3,578
|
4,148
|
1,607
|
1998
|
31.5
|
|||||||||||||||||||||||
Greenwich, CT
|
-
|
199
|
795
|
(1)
|
582
|
198
|
1,377
|
1,575
|
715
|
1993
|
31.5
|
|||||||||||||||||||||||
Greenwich, CT
|
-
|
111
|
444
|
1
|
331
|
112
|
775
|
887
|
402
|
1994
|
31.5
|
|||||||||||||||||||||||
-
|
2,076
|
6,378
|
-
|
3,012
|
2,076
|
9,390
|
11,466
|
4,448
|
||||||||||||||||||||||||||
Retail Properties:
|
||||||||||||||||||||||||||||||||||
Bronxville, NY
|
-
|
60
|
239
|
95
|
771
|
155
|
1,010
|
1,165
|
279
|
2009
|
39
|
|||||||||||||||||||||||
Yonkers, NY
|
-
|
30
|
121
|
183
|
734
|
213
|
855
|
1,068
|
242
|
2009
|
39
|
|||||||||||||||||||||||
Yonkers, NY
|
-
|
30
|
121
|
85
|
341
|
115
|
462
|
577
|
131
|
2009
|
39
|
|||||||||||||||||||||||
New Milford, CT
|
-
|
2,114
|
8,456
|
71
|
609
|
2,185
|
9,065
|
11,250
|
2,918
|
2008
|
39
|
|||||||||||||||||||||||
New Milford, CT
|
-
|
4,492
|
17,967
|
166
|
3,500
|
4,658
|
21,467
|
26,125
|
5,943
|
2010
|
39
|
|||||||||||||||||||||||
Newark, NJ
|
10,327
|
5,252
|
21,023
|
-
|
1,531
|
5,252
|
22,554
|
27,806
|
7,559
|
2008
|
39
|
|||||||||||||||||||||||
Waldwick, NJ
|
-
|
1,266
|
5,064
|
-
|
41
|
1,266
|
5,105
|
6,371
|
1,678
|
2007
|
39
|
|||||||||||||||||||||||
Emerson NJ
|
256
|
3,633
|
14,531
|
-
|
1,808
|
3,633
|
16,339
|
19,972
|
5,771
|
2007
|
39
|
|||||||||||||||||||||||
Pelham, NY
|
-
|
1,694
|
6,843
|
-
|
149
|
1,694
|
6,992
|
8,686
|
2,577
|
2006
|
39
|
|||||||||||||||||||||||
Stratford, CT
|
23,540
|
10,173
|
40,794
|
3,914
|
22,966
|
14,087
|
63,760
|
77,847
|
22,613
|
2005
|
39
|
|||||||||||||||||||||||
Yorktown Heights, NY
|
-
|
5,786
|
23,221
|
-
|
15,590
|
5,786
|
38,811
|
44,597
|
11,673
|
2005
|
39
|
|||||||||||||||||||||||
Rye, NY
|
-
|
909
|
3,637
|
-
|
376
|
909
|
4,013
|
4,922
|
1,726
|
2004
|
39
|
|||||||||||||||||||||||
Rye, NY
|
-
|
483
|
1,930
|
-
|
113
|
483
|
2,043
|
2,526
|
843
|
2004
|
39
|
|||||||||||||||||||||||
Rye, NY
|
-
|
239
|
958
|
-
|
64
|
239
|
1,022
|
1,261
|
417
|
2004
|
39
|
|||||||||||||||||||||||
Rye, NY
|
-
|
695
|
2,782
|
-
|
20
|
695
|
2,802
|
3,497
|
1,189
|
2004
|
39
|
|||||||||||||||||||||||
Somers, NY
|
-
|
4,318
|
17,268
|
-
|
412
|
4,318
|
17,680
|
21,998
|
7,800
|
2003
|
39
|
|||||||||||||||||||||||
Westport, CT
|
-
|
2,076
|
8,305
|
-
|
647
|
2,076
|
8,952
|
11,028
|
4,020
|
2003
|
39
|
|||||||||||||||||||||||
Orange, CT
|
-
|
2,320
|
10,564
|
-
|
6,008
|
2,320
|
16,572
|
18,892
|
5,395
|
2003
|
39
|
|||||||||||||||||||||||
Stamford, CT
|
46,456
|
17,964
|
71,859
|
-
|
6,650
|
17,964
|
78,509
|
96,473
|
38,849
|
2002
|
39
|
|||||||||||||||||||||||
Danbury, CT
|
-
|
2,459
|
4,566
|
-
|
903
|
2,459
|
5,469
|
7,928
|
2,784
|
2002
|
39
|
|||||||||||||||||||||||
Briarcliff, NY
|
-
|
2,222
|
5,185
|
1,234
|
8,881
|
3,456
|
14,066
|
17,522
|
4,215
|
2001
|
40
|
|||||||||||||||||||||||
Somers, NY
|
-
|
1,833
|
7,383
|
-
|
3,661
|
1,833
|
11,044
|
12,877
|
5,433
|
1999
|
31.5
|
|||||||||||||||||||||||
Briarcliff, NY
|
-
|
380
|
1,531
|
-
|
143
|
380
|
1,674
|
2,054
|
945
|
1999
|
40
|
|||||||||||||||||||||||
Briarcliff, NY
|
14,232
|
2,300
|
9,708
|
2
|
2,623
|
2,302
|
12,331
|
14,633
|
6,386
|
1998
|
40
|
|||||||||||||||||||||||
Ridgefield, CT
|
-
|
900
|
3,793
|
291
|
3,288
|
1,191
|
7,081
|
8,272
|
2,806
|
1998
|
40
|
|||||||||||||||||||||||
Darien, CT
|
24,227
|
4,260
|
17,192
|
-
|
700
|
4,260
|
17,892
|
22,152
|
9,910
|
1998
|
40
|
|||||||||||||||||||||||
Eastchester, NY
|
-
|
1,500
|
6,128
|
-
|
2,929
|
1,500
|
9,057
|
10,557
|
4,724
|
1997
|
31
|
|||||||||||||||||||||||
Danbury, CT
|
-
|
3,850
|
15,811
|
-
|
5,206
|
3,850
|
21,017
|
24,867
|
14,067
|
1995
|
31.5
|
|||||||||||||||||||||||
Carmel, NY
|
-
|
1,488
|
5,973
|
-
|
339
|
1,488
|
6,312
|
7,800
|
3,873
|
1995
|
31.5
|
|||||||||||||||||||||||
Somers, NY
|
-
|
821
|
2,600
|
-
|
646
|
821
|
3,246
|
4,067
|
1,892
|
1992
|
31.5
|
|||||||||||||||||||||||
Wayne, NJ
|
-
|
2,492
|
9,966
|
-
|
6,312
|
2,492
|
16,278
|
18,770
|
8,190
|
1992
|
31
|
|||||||||||||||||||||||
Newington, NH
|
-
|
728
|
1,997
|
-
|
(809)
|
728
|
1,188
|
1,916
|
885
|
1979
|
40
|
|||||||||||||||||||||||
Katonah, NY
|
-
|
1,704
|
6,816
|
-
|
56
|
1,704
|
6,872
|
8,576
|
1,863
|
2010
|
39
|
|||||||||||||||||||||||
Fairfield, CT
|
-
|
3,393
|
13,574
|
153
|
1,234
|
3,546
|
14,808
|
18,354
|
3,516
|
2011
|
39
|
|||||||||||||||||||||||
New Milford, CT
|
-
|
2,168
|
8,672
|
-
|
70
|
2,168
|
8,742
|
10,910
|
2,139
|
2011
|
39
|
|||||||||||||||||||||||
Eastchester, NY
|
-
|
1,800
|
7,200
|
78
|
470
|
1,878
|
7,670
|
9,548
|
1,741
|
2012
|
39
|
|||||||||||||||||||||||
Orangetown, NY
|
6,067
|
3,200
|
12,800
|
30
|
7,591
|
3,230
|
20,391
|
23,621
|
3,905
|
2012
|
39
|
|||||||||||||||||||||||
Greenwich, CT
|
4,342
|
1,600
|
6,401
|
28
|
677
|
1,628
|
7,078
|
8,706
|
1,485
|
2013
|
39
|
|||||||||||||||||||||||
Various
|
-
|
799
|
3,590
|
79
|
(59)
|
878
|
3,531
|
4,409
|
691
|
2013
|
39
|
|||||||||||||||||||||||
Greenwich, CT
|
5,415
|
1,998
|
7,994
|
53
|
283
|
2,051
|
8,277
|
10,328
|
1,589
|
2013
|
39
|
|||||||||||||||||||||||
New Providence, NJ
|
17,137
|
6,970
|
27,880
|
463
|
3,004
|
7,433
|
30,884
|
38,317
|
6,164
|
2013
|
39
|
|||||||||||||||||||||||
Chester, NJ
|
-
|
570
|
2,280
|
(34)
|
(137)
|
536
|
2,143
|
2,679
|
434
|
2012
|
39
|
|||||||||||||||||||||||
Bethel, CT
|
-
|
1,800
|
7,200
|
(18)
|
24
|
1,782
|
7,224
|
9,006
|
1,253
|
2014
|
39
|
|||||||||||||||||||||||
Bloomfield, NJ
|
-
|
2,201
|
8,804
|
218
|
2,023
|
2,419
|
10,827
|
13,246
|
1,804
|
2014
|
39
|
|||||||||||||||||||||||
Boonton, NJ
|
6,761
|
3,670
|
14,680
|
14
|
209
|
3,684
|
14,889
|
18,573
|
2,614
|
2014
|
39
|
|||||||||||||||||||||||
Yonkers, NY
|
5,000
|
3,060
|
12,240
|
333
|
1,331
|
3,393
|
13,571
|
16,964
|
2,098
|
2014
|
39
|
|||||||||||||||||||||||
Greenwich, CT
|
7,374
|
3,223
|
12,893
|
6
|
263
|
3,229
|
13,156
|
16,385
|
2,066
|
2014
|
40
|
|||||||||||||||||||||||
Greenwich, CT
|
14,313
|
6,257
|
25,029
|
27
|
886
|
6,284
|
25,915
|
32,199
|
4,021
|
2014
|
40
|
|||||||||||||||||||||||
Midland Park, NJ
|
19,308
|
8,740
|
34,960
|
(44)
|
568
|
8,696
|
35,528
|
44,224
|
5,490
|
2015
|
39
|
|||||||||||||||||||||||
Pompton Lakes, NJ
|
18,238
|
8,140
|
32,560
|
(1,250)
|
(4,083)
|
6,890
|
28,477
|
35,367
|
4,321
|
2015
|
39
|
|||||||||||||||||||||||
Wyckoff, NJ
|
7,665
|
3,490
|
13,960
|
17
|
206
|
3,507
|
14,166
|
17,673
|
2,152
|
2015
|
39
|
|||||||||||||||||||||||
Kinnelon, NJ
|
10,202
|
4,540
|
18,160
|
(28)
|
3,980
|
4,512
|
22,140
|
26,652
|
4,538
|
2015
|
39
|
|||||||||||||||||||||||
Fort Lee, NJ
|
-
|
798
|
3,192
|
(14)
|
(55)
|
784
|
3,137
|
3,921
|
436
|
2015
|
39
|
|||||||||||||||||||||||
Harrison, NY
|
-
|
2,000
|
8,000
|
(10)
|
1,405
|
1,990
|
9,405
|
11,395
|
1,174
|
2015
|
39
|
|||||||||||||||||||||||
Stamford, CT
|
20,773
|
12,686
|
32,620
|
-
|
931
|
12,686
|
33,551
|
46,237
|
3,643
|
2016
|
39
|
|||||||||||||||||||||||
Stamford, CT
|
-
|
3,691
|
9,491
|
-
|
86
|
3,691
|
9,577
|
13,268
|
1,007
|
2016
|
39
|
|||||||||||||||||||||||
Derby, CT
|
-
|
651
|
7,652
|
-
|
206
|
651
|
7,858
|
8,509
|
786
|
2017
|
39
|
|||||||||||||||||||||||
Passaic, NJ
|
3,224
|
2,039
|
5,616
|
1
|
1,568
|
2,040
|
7,184
|
9,224
|
621
|
2017
|
39
|
|||||||||||||||||||||||
Stamford, CT (HRC)
|
9,411
|
17,178
|
43,677
|
-
|
584
|
17,178
|
44,261
|
61,439
|
4,115
|
2017
|
39
|
|||||||||||||||||||||||
Stamford, CT (HRChase)
|
-
|
2,376
|
1,458
|
-
|
-
|
2,376
|
1,458
|
3,834
|
134
|
2017
|
39
|
|||||||||||||||||||||||
Old Greenwich , CT (HRCVS)
|
1,092
|
2,295
|
2,700
|
-
|
4
|
2,295
|
2,704
|
4,999
|
249
|
2017
|
39
|
|||||||||||||||||||||||
Waldwick, NJ
|
-
|
2,761
|
5,571
|
1
|
260
|
2,762
|
5,831
|
8,593
|
492
|
2017
|
39
|
|||||||||||||||||||||||
Dumont, NJ
|
9,438
|
6,646
|
15,341
|
3
|
284
|
6,649
|
15,625
|
22,274
|
1,305
|
2017
|
39
|
|||||||||||||||||||||||
Ridgefield, CT
|
-
|
293
|
2,782
|
-
|
441
|
293
|
3,223
|
3,516
|
260
|
2017
|
39
|
|||||||||||||||||||||||
Yonkers, NY
|
-
|
7,525
|
5,920
|
1
|
276
|
7,526
|
6,196
|
13,722
|
424
|
2017
|
39
|
|||||||||||||||||||||||
New City, NY
|
-
|
2,494
|
631
|
12
|
4
|
2,506
|
635
|
3,141
|
39
|
2017
|
39
|
|||||||||||||||||||||||
Brewster, NY
|
11,473
|
4,106
|
10,620
|
2,789
|
916
|
6,895
|
11,536
|
18,431
|
575
|
2019
|
39
|
|||||||||||||||||||||||
296,271
|
225,629
|
780,480
|
8,949
|
122,658
|
234,578
|
903,138
|
1,137,716
|
256,877
|
||||||||||||||||||||||||||
Total
|
$
|
296,271
|
$
|
227,705
|
$
|
786,858
|
$
|
8,949
|
$
|
125,670
|
$
|
236,654
|
$
|
912,528
|
$
|
1,149,182
|
$
|
261,325
|
(c) |
Tenant improvement costs are depreciated over the life of the related leases, which range from 5 to 20 years.
|
(d) |
The depreciation provision represents the expense calculated on real property only.
|
(e) |
The aggregate cost for Federal Income Tax purposes for real estate subject to operating leases was approximately $868 million at October 31, 2020.
|
|
URSTADT BIDDLE PROPERTIES INC.
|
|
(Registrant)
|
||
Dated: January 13, 2021
|
/s/ Willing L. Biddle
|
|
Willing L. Biddle
|
||
President and Chief Executive Officer
|
||
Dated: January 13, 2021
|
/s/ John T. Hayes
|
|
John T. Hayes
|
||
Senior Vice President and Chief Financial Officer
|
||
(Principal Financial Officer and Principal Accounting Officer)
|
/s/ Charles D. Urstadt
|
January 13, 2021
|
|
Charles D. Urstadt
|
||
Chairman and Director
|
||
/s/ Willing L. Biddle
|
January 13, 2021
|
|
Willing L. Biddle
|
||
President, Chief Executive Officer and Director
|
||
(Principal Executive Officer)
|
||
/s/ John T. Hayes
|
January 13, 2021
|
|
John T. Hayes
|
||
Senior Vice President & Chief Financial Officer
|
||
(Principal Financial Officer and Principal Accounting Officer)
|
||
/s/ Kevin J. Bannon
|
January 13, 2021
|
|
Kevin J. Bannon
|
||
Director
|
||
/s/ Catherine U. Biddle
|
January 13, 2021
|
|
Catherine U. Biddle
|
||
Director
|
||
/s/ Richard Grellier
|
January 13, 2021
|
|
Richard Grellier
|
||
Director
|
||
/s/ Robert J. Mueller
|
January 13, 2021
|
|
Robert J. Mueller
|
||
Director
|
||
/s/ Bryan O. Colley
|
January 13, 2021
|
|
Bryan O. Colley
|
||
Director
|
||
/s/ Noble Carpenter
|
January 13, 2021
|
|
Noble Carpenter
|
||
Director
|
||
/s/ Willis H. Stephens Jr.
|
January 13, 2021
|
|
Willis H. Stephens Jr
|
||
Director
|
||
1 Year Urstadt Biddle Properties Chart |
1 Month Urstadt Biddle Properties Chart |
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