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Section 1: 10-Q (FORM 10Q 2Q 2019)

 
United States
Securities And Exchange Commission
Washington, DC 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2019

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission File Number 1-12803


Urstadt Biddle Properties Inc.
(Exact Name of Registrant as Specified in its Charter)

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)

Registrant's telephone number, including area code:  (203) 863-8200

N/A
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
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
         
6.75% Series G Cumulative Preferred Stock
 
UBPPRG
 
New York Stock Exchange
         
6.25% Series H Cumulative Preferred Stock
 
UBPPRH
 
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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes     No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Accelerated filer 
   
Non-accelerated filer
Smaller reporting company
   
Emerging growth company
 
   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes     No

As of September 4, 2019 (latest date practicable), the number of shares of the Registrant's classes of Common Stock and Class A Common Stock outstanding was: 9,962,756 Common Shares, par value $.01 per share, and 29,892,041 Class A Common Shares, par value $.01 per share.



Index
 
   
   
Urstadt Biddle Properties Inc.
 
   
   
   
Part I. Financial Information
 
   
Item 1.
Financial Statements (Unaudited)
 
     
  1
     
  2
     
  3
     
  4
     
  5 , 6
     
  7
     
Item 2.
18
     
Item 3.
24
     
Item 4.
24
     
     
Part II. Other Information
 
     
Item 1.
25
     
Item 2.
25
     
Item 6.
26
     
27



URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

   
July 31, 2019
   
October 31, 2018
 
   
(Unaudited)
       
Assets
           
Real Estate Investments:
           
Real Estate– at cost
 
$
1,137,957
   
$
1,118,075
 
Less: Accumulated depreciation
   
(235,184
)
   
(218,653
)
     
902,773
     
899,422
 
Investments in and advances to unconsolidated joint ventures
   
30,068
     
37,434
 
     
932,841
     
936,856
 
                 
Cash and cash equivalents
   
8,600
     
10,285
 
Marketable securities
   
-
     
5,567
 
Tenant receivables
   
23,292
     
22,607
 
Prepaid expenses and other assets
   
19,284
     
22,467
 
Deferred charges, net of accumulated amortization
   
10,204
     
10,451
 
Total Assets
 
$
994,221
   
$
1,008,233
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Liabilities:
               
Revolving credit line
 
$
12,595
   
$
28,595
 
Mortgage notes payable and other loans
   
311,396
     
293,801
 
Accounts payable and accrued expenses
   
11,830
     
3,900
 
Deferred compensation – officers
   
40
     
72
 
Other liabilities
   
21,676
     
21,466
 
Total Liabilities
   
357,537
     
347,834
 
                 
Redeemable Noncontrolling Interests
   
78,294
     
78,258
 
                 
Commitments and Contingencies
               
                 
Stockholders’ Equity:
               
6.75% Series G Cumulative Preferred Stock (liquidation preference of $25 per share); 3,000,000 shares issued and outstanding
   
75,000
     
75,000
 
6.25% Series H Cumulative Preferred Stock (liquidation preference of $25 per share); 4,600,000 shares issued and outstanding
   
115,000
     
115,000
 
Excess Stock, par value $0.01 per share; 20,000,000 shares authorized; none issued and outstanding
   
-
     
-
 
Common Stock, par value $0.01 per share; 30,000,000 shares authorized; 9,962,756 and 9,822,006 shares issued and outstanding
   
100
     
99
 
Class A Common Stock, par value $0.01 per share; 100,000,000 shares authorized; 29,892,041 and 29,814,814 shares issued and outstanding
   
299
     
298
 
Additional paid in capital
   
521,240
     
518,136
 
Cumulative distributions in excess of net income
   
(148,065
)
   
(133,858
)
Accumulated other comprehensive income (loss)
   
(5,184
)
   
7,466
 
Total Stockholders' Equity
   
558,390
     
582,141
 
Total Liabilities and Stockholders' Equity
 
$
994,221
   
$
1,008,233
 

The accompanying notes to consolidated financial statements are an integral part of these statements.


1


URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share data)

   
Nine Months Ended
July 31,
   
Three Months Ended
July 31,
 
   
2019
   
2018
   
2019
   
2018
 
                         
Revenues
                       
Base rents
 
$
74,243
   
$
72,162
   
$
24,537
   
$
24,668
 
Recoveries from tenants
   
24,664
     
23,390
     
7,839
     
7,074
 
Lease termination
   
194
     
3,790
     
178
     
36
 
Other
   
4,196
     
3,467
     
1,995
     
1,031
 
Total Revenues
   
103,297
     
102,809
     
34,549
     
32,809
 
                                 
Expenses
                               
Property operating
   
16,670
     
16,850
     
4,955
     
4,804
 
Property taxes
   
17,603
     
15,604
     
5,885
     
5,300
 
Depreciation and amortization
   
20,926
     
21,287
     
7,001
     
7,370
 
General and administrative
   
7,149
     
7,024
     
2,230
     
2,322
 
Provision for tenant credit losses
   
719
     
674
     
223
     
302
 
Directors' fees and expenses
   
265
     
267
     
73
     
79
 
Total Operating Expenses
   
63,332
     
61,706
     
20,367
     
20,177
 
                                 
Operating Income
   
39,965
     
41,103
     
14,182
     
12,632
 
                                 
Non-Operating Income (Expense):
                               
Interest expense
   
(10,607
)
   
(10,178
)
   
(3,497
)
   
(3,439
)
Equity in net income from unconsolidated joint ventures
   
1,007
     
1,710
     
289
     
483
 
Gain on sale of marketable securities
   
403
     
-
     
-
     
-
 
Gain on sale of property
   
409
     
-
     
409
     
-
 
Interest, dividends and other investment income
   
228
     
246
     
44
     
104
 
Net Income
   
31,405
     
32,881
     
11,427
     
9,780
 
                                 
Noncontrolling interests:
                               
Net income attributable to noncontrolling interests
   
(3,295
)
   
(3,595
)
   
(1,094
)
   
(1,138
)
Net income attributable to Urstadt Biddle Properties Inc.
   
28,110
     
29,286
     
10,333
     
8,642
 
Preferred stock dividends
   
(9,188
)
   
(9,188
)
   
(3,063
)
   
(3,063
)
                                 
Net Income Applicable to Common and Class A Common Stockholders
 
$
18,922
   
$
20,098
   
$
7,270
   
$
5,579
 
                                 
Basic Earnings Per Share:
                               
Per Common Share:
 
$
0.45
   
$
0.48
   
$
0.17
   
$
0.13
 
Per Class A Common Share:
 
$
0.51
   
$
0.54
   
$
0.19
   
$
0.15
 
                                 
Diluted Earnings Per Share:
                               
Per Common Share:
 
$
0.44
   
$
0.47
   
$
0.17
   
$
0.13
 
Per Class A Common Share:
 
$
0.50
   
$
0.53
   
$
0.19
   
$
0.15
 
                                 
Dividends Per Share:
                               
 Common
 
$
0.735
   
$
0.72
   
$
0.245
   
$
0.24
 
  Class A Common
 
$
0.825
   
$
0.81
   
$
0.275
   
$
0.27
 

The accompanying notes to consolidated financial statements are an integral part of these statements.

2


URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In thousands)

   
Nine Months Ended
July 31,
   
Three Months Ended
July 31,
 
   
2019
   
2018
   
2019
   
2018
 
                         
Net Income
 
$
31,405
   
$
32,881
   
$
11,427
   
$
9,780
 
                                 
Other comprehensive income (loss):
                               
Change in unrealized gains on marketable securities
   
-
     
777
     
-
     
755
 
Change in unrealized gains (losses) on interest rate swaps
   
(10,731
)
   
3,675
     
(4,422
)
   
125
 
Change in unrealized losses on interest rate swaps-equity investees
   
(1,350
)
   
-
     
(561
)
   
-
 
                                 
Total comprehensive income
   
19,324
     
37,333
     
6,444
     
10,660
 
Comprehensive income attributable to noncontrolling interests
   
(3,295
)
   
(3,595
)
   
(1,094
)
   
(1,138
)
                                 
Total comprehensive income attributable to Urstadt Biddle Properties Inc.
   
16,029
     
33,738
     
5,350
     
9,522
 
Preferred stock dividends
   
(9,188
)
   
(9,188
)
   
(3,063
)
   
(3,063
)
Total comprehensive income applicable to Common and Class A Common Stockholders
 
$
6,841
   
$
24,550
   
$
2,287
   
$
6,459
 

The accompanying notes to consolidated financial statements are an integral part of these statements.


3


URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)

   
Nine Months Ended
July 31,
 
   
2019
   
2018
 
Cash Flows from Operating Activities:
           
Net income
 
$
31,405
   
$
32,881
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
20,926
     
21,287
 
Straight-line rent adjustment
   
(672
)
   
(830
)
Provision for tenant credit losses
   
719
     
674
 
(Gain) on sale of marketable securities
   
(403
)
   
-
 
(Gain) on sale of property
   
(409
)
   
-
 
Restricted stock compensation expense and other adjustments
   
3,229
     
2,939
 
Deferred compensation arrangement
   
(32
)
   
(21
)
Equity in net (income) of unconsolidated joint ventures
   
(1,007
)
   
(1,710
)
Distributions of operating income from unconsolidated joint ventures
   
1,007
     
1,710
 
Changes in operating assets and liabilities:
               
Tenant receivables
   
(758
)
   
(1,369
)
Accounts payable and accrued expenses
   
(1,273
)
   
5,198
 
Other assets and other liabilities, net
   
(394
)
   
(5,172
)
Net Cash Flow Provided by Operating Activities
   
52,338
     
55,587
 
                 
Cash Flows from Investing Activities:
               
Acquisitions of real estate investments
   
(11,755
)
   
(7,165
)
Investments in and advances to unconsolidated joint ventures
   
(619
)
   
-
 
Acquisitions of noncontrolling interests
   
(1,723
)
   
-
 
Deposits on acquisition of real estate investment
   
-
     
-
 
Purchase of securities available for sale
   
-
     
(4,999
)
Proceeds from the sale of available for sale securities
   
5,970
     
-
 
Proceeds from sale of property
   
3,372
     
-
 
Improvements to properties and deferred charges
   
(13,663
)
   
(6,374
)
Distributions to noncontrolling interests
   
(3,295
)
   
(3,595
)
Return of capital from unconsolidated joint ventures
   
6,628
     
324
 
Net Cash Flow (Used in) Investing Activities
   
(15,085
)
   
(21,809
)
                 
Cash Flows from Financing Activities:
               
Dividends paid -- Common and Class A Common Stock
   
(31,939
)
   
(31,220
)
Dividends paid -- Preferred Stock
   
(9,188
)
   
(9,188
)
Principal repayments on mortgage notes payable
   
(4,762
)
   
(12,682
)
Proceeds from mortgage note payable and other loans
   
47,000
     
-
 
Repayment of mortgage note payable and other loans
   
(23,925
)
   
-
 
Repayment of revolving credit line borrowings
   
(41,500
)
   
(9,000
)
Proceeds from revolving credit line borrowings
   
25,500
     
30,595
 
Payment of taxes on shares withheld for employee taxes
   
(270
)
   
(241
)
Repurchase of shares of Class A Common Stock
   
-
     
(120
)
Net proceeds from the issuance of Common and Class A Common Stock
   
146
     
148
 
Net Cash Flow (Used in) Financing Activities
   
(38,938
)
   
(31,708
)
                 
Net Increase/(Decrease) In Cash and Cash Equivalents
   
(1,685
)
   
2,070
 
Cash and Cash Equivalents at Beginning of Period
   
10,285
     
8,674
 
                 
Cash and Cash Equivalents at End of Period
 
$
8,600
   
$
10,744
 
                 
Supplemental Cash Flow Disclosures:
               
Interest Paid
 
$
10,501
   
$
9,893
 

The accompanying notes to consolidated financial statements are an integral part of these statements.


4


URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
Nine Months Ended July 31, 2019 and 2018
(In thousands, except share and per share data)

   
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
   
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, 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 - See Note 1
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
569
     
(569
)
   
-
 
Net income applicable to Common and Class A common stockholders
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
18,922
     
-
     
18,922
 
Change in unrealized income on interest rate swap
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(12,081
)
   
(12,081
)
Cash dividends paid :
                                                                                               
Common stock ($0.735 per share)
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(7,321
)
   
-
     
(7,321
)
Class A common stock ($0.825 per share)
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(24,617
)
   
-
     
(24,617
)
Issuance of shares under dividend reinvestment plan
   
-
     
-
     
-
     
-
     
3,550
     
-
     
4,217
     
-
     
146
     
-
     
-
     
146
 
Shares issued under restricted stock plan
   
-
     
-
     
-
     
-
     
137,200
     
1
     
111,450
     
1
     
(2
)
   
-
     
-
     
-
 
Shares withheld for employee taxes
   
-
     
-
     
-
     
-
     
-
     
-
     
(14,290
)
   
-
     
(269
)
   
-
     
-
     
(269
)
Forfeiture of restricted stock
   
-
     
-
     
-
     
-
     
-
     
-
     
(24,150
)
   
-
     
-
     
-
     
-
     
-
 
Restricted stock compensation and other adjustments
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
3,229
     
-
     
-
     
3,229
 
Adjustments to redeemable noncontrolling interests
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(1,760
)
   
-
     
(1,760
)
Balances - July 31, 2019
   
3,000,000
   
$
75,000
     
4,600,000
   
$
115,000
     
9,962,756
   
$
100
     
29,892,041
   
$
299
   
$
521,240
   
$
(148,065
)
 
$
(5,184
)
 
$
558,390
 



   
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
   
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
   
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
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
20,098
     
-
     
20,098
 
Change in unrealized gains on marketable securities
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
777
     
777
 
Change in unrealized income on interest rate swap
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
3,675
     
3,675
 
Cash dividends paid :
                                                                                               
Common stock ($0.72 per share)
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(7,069
)
   
-
     
(7,069
)
Class A common stock ($0.81 per share)
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(24,151
)
   
-
     
(24,151
)
Issuance of shares under dividend reinvestment plan
   
-
     
-
     
-
     
-
     
3,383
     
-
     
4,279
     
-
     
148
     
-
     
-
     
148
 
Shares issued under restricted stock plan
   
-
     
-
     
-
     
-
     
152,700
     
2
     
102,800
     
1
     
(3
)
   
-
     
-
     
-
 
Shares withheld for employee taxes
   
-
     
-
     
-
     
-
     
-
     
-
     
(10,886
)
   
-
     
(240
)
   
-
     
-
     
(240
)
Forfeiture of restricted stock
   
-
     
-
     
-
     
-
     
-
     
-
     
(3,850
)
   
-
     
-
     
-
     
-
     
-
 
Restricted stock compensation and other adjustments
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
2,941
     
-
     
-
     
2,941
 
Repurchase of Class A Common Stock
   
-
     
-
     
-
     
-
     
-
     
-
     
(6,660
)
   
-
     
(120
)
   
-
     
-
     
(120
)
Adjustments to redeemable noncontrolling interests
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
270
     
-
     
270
 
Balances - July 31, 2018
   
3,000,000
   
$
75,000
     
4,600,000
   
$
115,000
     
9,820,861
   
$
99
     
29,814,427
   
$
298
   
$
516,943
   
$
(130,975
)
 
$
7,194
   
$
583,559
 

The accompanying notes to consolidated financial statements are an integral part of these statements


5


URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)
Three Months Ended July 31, 2019 and 2018
(In thousands, except share and per share data)

   
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
   
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 - April 30, 2019
   
3,000,000
   
$
75,000
     
4,600,000
   
$
115,000
     
9,961,609
   
$
100
     
29,901,146
   
$
299
   
$
520,074
   
$
(144,319
)
 
$
(201
)
 
$
565,953
 
Net income applicable to Common and Class A common stockholders
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
7,270
     
-
     
7,270
 
Change in unrealized income on interest rate swap
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(4,983
)
   
(4,983
)
Cash dividends paid :
                                                                                               
Common stock ($0.245 per share)
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(2,441
)
   
-
     
(2,441
)
Class A common stock ($0.275 per share)
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(8,195
)
   
-
     
(8,195
)
Issuance of shares under dividend reinvestment plan
   
-
     
-
     
-
     
-
     
1,147
     
-
     
1,345
     
-
     
48
     
-
     
-
     
48
 
Shares withheld for employee taxes
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Forfeiture of restricted stock
   
-
     
-
     
-
     
-
     
-
     
-
     
(10,450
)
   
-
     
-
     
-
     
-
     
-
 
Restricted stock compensation and other adjustments
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
1,118
     
-
     
-
     
1,118
 
Adjustments to redeemable noncontrolling interests
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(380
)
   
-
     
(380
)
Balances - July 31, 2019
   
3,000,000
   
$
75,000
     
4,600,000
   
$
115,000
     
9,962,756
   
$
100
     
29,892,041
   
$
299
   
$
521,240
   
$
(148,065
)
 
$
(5,184
)
 
$
558,390
 



   
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
   
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
   
Total
Stockholders’
Equity
 
                                                                         
Balances - April 30, 2018
   
3,000,000
   
$
75,000
     
4,600,000
   
$
115,000
     
9,819,765
   
$
99
     
29,813,363
   
$
298
   
$
515,738
   
$
(123,315
)
 
$
6,314
   
$
589,134
 
Net income applicable to Common and Class A common stockholders
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
5,579
     
-
     
5,579
 
Change in unrealized gains on marketable securities
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
755
     
755
 
Change in unrealized income on interest rate swap
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
125
     
125
 
Cash dividends paid :
                                                                                               
Common stock ($0.24 per share)
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(2,356
)
   
-
     
(2,356
)
Class A common stock ($0.27 per share)
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(8,051
)
   
-
     
(8,051
)
Issuance of shares under dividend reinvestment plan
   
-
     
-
     
-
     
-
     
1,096
     
-
     
1,314
     
-
     
49
     
-
     
-
     
49
 
Forfeiture of restricted stock
   
-
     
-
     
-
     
-
     
-
     
-
     
(250
)
   
-
     
-
     
-
     
-
     
-
 
Restricted stock compensation and other adjustments
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
1,156
     
-
     
-
     
1,156
 
Repurchase of Class A Common Stock
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
Adjustments to redeemable noncontrolling interests
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(2,832
)
   
-
     
(2,832
)
Balances - July 31, 2018
   
3,000,000
   
$
75,000
     
4,600,000
   
$
115,000
     
9,820,861
   
$
99
     
29,814,427
   
$
298
   
$
516,943
   
$
(130,975
)
 
$
7,194
   
$
583,559
 

The accompanying notes to consolidated financial statements are an integral part of these statements


6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business
Urstadt Biddle Properties Inc. (“Company”), a Maryland Corporation, is a real estate investment trust (REIT), engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers in the metropolitan New York tri-state area outside of the City of New York.  The Company's major tenants include supermarket chains and other retailers who sell basic necessities.  At July 31, 2019, the Company owned or had equity interests in 83 properties containing a total of 5.3 million square feet of Gross Leasable Area (“GLA”).

Principles of Consolidation and Use of Estimates
The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures in which the Company meets certain criteria in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, “Consolidation”. The Company has determined that such joint ventures should be consolidated into the consolidated financial statements of the Company. In accordance with ASC Topic 970-323 “Real Estate-General-Equity Method and Joint Ventures,” joint ventures that the Company does not control but otherwise exercises significant influence over, are accounted for under the equity method of accounting. See Note 5 for further discussion of the unconsolidated joint ventures. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Results of operations for the three and nine months ended July 31, 2019 are not necessarily indicative of the results that may be expected for the year ending October 31, 2019. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2018.

The preparation of financial statements requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. The most significant assumptions and estimates relate to the valuation of real estate, depreciable lives, revenue recognition, fair value estimates, and the collectability of tenant receivables and other assets and liabilities.  Actual results could differ from these estimates.  The consolidated balance sheet at October 31, 2018 has been derived from audited financial statements at that date.

Federal Income Taxes
The Company has elected to be treated as a REIT under Sections 856-860 of the Internal Revenue Code ("Code"). Under those sections, a REIT that, among other things, distributes at least 90% of real estate trust taxable income and meets certain other qualifications prescribed by the Code will not be taxed on that portion of its taxable income that is distributed.  The Company believes it qualifies as a REIT and intends to distribute all of its taxable income for fiscal 2019 in accordance with the provisions of the Code. Accordingly, no provision has been made for Federal income taxes in the accompanying consolidated financial statements.

The Company follows the provisions of ASC Topic 740, “Income Taxes” that, among other things, defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.  Based on its evaluation, the Company determined that it has no uncertain tax positions and no unrecognized tax benefits as of July 31, 2019. As of July 31, 2019, the fiscal tax years 2016 through and including 2018 remain open to examination by the Internal Revenue Service. There are currently no federal tax examinations in progress.

Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and tenant receivables. The Company places its cash and cash equivalents with high quality financial institutions and the balances at times could exceed federally insured limits. The Company performs ongoing credit evaluations of its tenants and may require certain tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the terminal value of a tenant’s lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the space. The Company has no dependency upon any single tenant.

Marketable Securities
Marketable equity securities are carried at fair value based upon quoted market prices in active markets. On November 1, 2018, the Company adopted FASB Accounting Standards Update ("ASU") 2016-01 "Financial Instruments - Overall".  ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income.  As a result of the adoption, the Company recorded all unrealized holding gains for its marketable securities as of the date of adoption to cumulative distributions in excess of net income and reduced accumulated other comprehensive income in the amount of $569,000.

In January 2019, the Company sold all of its marketable equity securities and realized a gain on sale in the amount of $403,000, which has been recorded in the consolidated statement of income for nine months ended July 31, 2019.


The Company did not own any marketable equity securities as of July 31, 2019.  The unrealized gain on the Company's marketable equity securities at October 31, 2018 is detailed below (in thousands):

 
Fair Market
Value
 
Cost Basis
 
Unrealized
Gain/(Loss)
 
Gross
Unrealized
Gains
 
Gross
Unrealized
(Loss)
 
                     
October 31, 2018
                   
REIT Securities
 
$
5,567
   
$
4,998
   
$
569
   
$
569
   
$
-
 


7


Derivative Financial Instruments
The Company occasionally utilizes derivative financial instruments, such as interest rate swaps, to manage its exposure to fluctuations in interest rates. The Company has established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. Derivative financial instruments must be effective in reducing the Company’s interest rate risk exposure in order to qualify for hedge accounting. When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income for each period until the derivative instrument matures or is settled. Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market with the changes in value included in net income. The Company has not entered into, and does not plan to enter into, derivative financial instruments for trading or speculative purposes. Additionally, the Company has a policy of entering into derivative contracts only with major financial institutions.

As of July 31, 2019, the Company believes it has no significant risk associated with non-performance of the financial institutions that are the counterparties to its derivative contracts.  At July 31, 2019, the Company had approximately $132.7 million in secured mortgage financings subject to interest rate swaps. Such interest rate swaps converted the LIBOR-based variable rates on the mortgage financings to an average fixed annual rate of 3.93% per annum. As of July 31, 2019 and October 31, 2018, the Company had a deferred liability of $4.8 million and $114,000, respectively (included in accounts payable and accrued expense on the consolidated balance sheets) and a deferred asset of $951,000 and $7.0 million, respectively (included in prepaid expenses and other assets on the consolidated balance sheets), relating to the fair value of the Company’s interest rate swaps applicable to secured mortgages.

Charges and/or credits relating to the changes in fair values of such interest rate swaps are made to other comprehensive  income/(loss) as the swaps are deemed effective and are classified as a cash flow hedge.

Comprehensive Income
Comprehensive income is comprised of net income applicable to Common and Class A Common stockholders and other comprehensive income (loss). Other comprehensive income (loss) includes items that are otherwise recorded directly in stockholders’ equity, such as unrealized gains and losses on interest rate swaps designated as cash flow hedges, including the Company's share from entities accounted for under the equity method of accounting, and prior to November 1, 2018, unrealized gains/(losses) on marketable securities classified as available-for-sale. At July 31, 2019, accumulated other comprehensive (loss) consisted of net unrealized losses on interest rate swap agreements of $5.2 million, inclusive of the Company's share of accumulated comprehensive income/(loss) from joint ventures accounted for by the equity method of accounting.  At October 31, 2018, accumulated other comprehensive income consisted of net unrealized gains on interest rate swap agreements of approximately $6.9 million and unrealized gains/(losses) on marketable securities classified as available-for-sale of $569,000. Unrealized gains and losses included in other comprehensive income/(loss) will be reclassified into earnings as gains and losses are realized.

Asset Impairment
On a periodic basis, management assesses whether there are any indicators that the value of its real estate investments may be impaired. A property value is considered impaired when management’s estimate of current and projected operating cash flows (undiscounted and without interest) of the property over its remaining useful life is less than the net carrying value of the property. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the loss is measured as the excess of the net carrying amount of the property over the fair value of the asset. Changes in estimated future cash flows due to changes in the Company’s plans or market and economic conditions could result in recognition of impairment losses which could be substantial.  Management does not believe that the value of any of its real estate investments is impaired at July 31, 2019.


8


Acquisitions of Real Estate Investments, Capitalization Policy and Depreciation

Acquisition of Real Estate Investments:
The Company evaluates each acquisition of real estate or in-substance real estate (including equity interests in entities that predominantly hold real estate assets) to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted as a business combination. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business:

• Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or

• The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction).

An acquired process is considered substantive if:

• The process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce), that is skilled, knowledgeable, and experienced in performing the process;

• The process cannot be replaced without significant cost, effort, or delay; or

• The process is considered unique or scarce.

Generally, the Company expects that acquisitions of real estate or in-substance real estate will not meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay.

Acquisitions of real estate and in-substance real estate that do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including acquisition costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in the recognition of goodwill or a bargain purchase gain. The relative fair values used to allocate the cost of an asset acquisition are determined using the same methodologies and assumptions as the Company utilizes to determine fair value in a business combination.

The value of tangible assets acquired is based upon our estimation of value on an “as if vacant” basis. The value of acquired in-place leases includes the estimated costs during the hypothetical lease-up period and other costs that would have been incurred in the execution of similar leases under the market conditions at the acquisition date of the acquired in-place lease. We assess the fair value of tangible and intangible assets based on numerous factors, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including the historical operating results, known trends, and market/economic conditions that may affect the property.

The values of acquired above and below-market leases, which are included in prepaid expenses and other assets and other liabilities, respectively, are amortized over the terms of the related leases and recognized as either an increase (for below-market leases) or a decrease (for above-market leases) to rental revenue. The values of acquired in-place leases are classified in other assets in the accompanying consolidated balance sheets and amortized over the remaining terms of the related leases.

Capitalization Policy:
Land, buildings, property improvements, furniture/fixtures and tenant improvements are recorded at cost. Expenditures for maintenance and repairs are charged to operations as incurred. Renovations and/or replacements, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives.

Depreciation:
The Company is required to make subjective assessments as to the useful life of its properties for purposes of determining the amount of depreciation. These assessments have a direct impact on the Company’s net income.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Buildings
30-40 years
Property Improvements
10-20 years
Furniture/Fixtures
3-10 years
Tenant Improvements
Shorter of lease term or their useful life

Property Held for Sale
The Company reports properties that are either disposed of or are classified as held for sale in continuing operations in the consolidated statement of income if the removal, or anticipated removal, of the asset(s) from the reporting entity does not represent a strategic shift that has or will have a major effect on an entity's operations and financial results when disposed of.   The Company did not classify any properties as held for sale as of July 31, 2019.

In June 2019, the Company sold for $3.7 million its property located in Monroe, CT, as that property no longer met the Company's investment objectives.  In conjunction with the sale the Company realized a gain on sale of property in the amount of $409,000, which is included in continuing operations in the consolidated statement of income for the three and nine months ended July 31, 2019.

The operating results of the Monroe Property, which is included in continuing operations is as follows (amounts in thousands):

   
Nine Months Ended
July 31,
   
Three Months Ended
July 31,
 
   
2019
   
2018
   
2019
   
2018
 
Revenues
 
$
210
   
$
284
   
$
30
   
$
94
 
Property operating expense
   
(66
)
   
(91
)
   
(14
)
   
(34
)
Depreciation and amortization
   
(41
)
   
(62
)
   
-
     
(21
)
Net Income
 
$
103
   
$
131
   
$
16
   
$
39
 


9


Revenue Recognition
On November 1, 2018, the Company adopted ASU 2014-09 - ASC Topic 606 - Revenue from Contracts with Customers.  The adoption of ASU 2014-09 did not have an impact on the consolidated financial statements of the Company because the majority of the Company’s revenue consists of lease-related income from leasing arrangements, which is specifically excluded from ASU 2014-09. Other revenues, as a whole, are immaterial to total revenues and have been recorded by the Company in prior years in accordance with the concepts contained in ASC Topic 606. There was no change to previously reported amounts as a result of the adoption of ASU 2014-09.

Revenues from operating leases are generally recognized based on the terms of leases entered into with tenants. In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. Minimum rental income from leases with scheduled rent increases is recognized on a straight-line basis over the lease term.  At July 31, 2019 and October 31, 2018, $19,128,000 and $18,375,000, respectively, has been recognized as straight-line rents receivable (representing the current cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases), all of which is included in tenant receivables in the accompanying consolidated financial statements. Percentage rent is recognized when a specific tenant’s sales breakpoint is achieved. Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms. Lease termination amounts are recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company. There is no way of predicting or forecasting the timing or amounts of future lease termination fees. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under U.S. GAAP have been met.

The Company provides an allowance for doubtful accounts against the portion of tenant receivables that is estimated to be uncollectible.  Such allowances are reviewed periodically.  At July 31, 2019 and October 31, 2018, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $5,137,000 and $4,800,000, respectively.  Included in the aforementioned allowance for doubtful accounts is an amount for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable which is estimated to be uncollectible.

Earnings Per Share
The Company calculates basic and diluted earnings per share in accordance with the provisions of ASC Topic 260, “Earnings Per Share.” Basic earnings per share (“EPS”) excludes the impact of dilutive shares and is computed by dividing net income applicable to Common and Class A Common stockholders by the weighted average number of Common shares and Class A Common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue Common shares or Class A Common shares were exercised or converted into Common shares or Class A Common shares and then shared in the earnings of the Company. Since the cash dividends declared on the Company’s Class A Common stock are higher than the dividends declared on the Common Stock, basic and diluted EPS have been calculated using the “two-class” method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to the weighted average of the dividends declared, outstanding shares per class and participation rights in undistributed earnings.

The following table sets forth the reconciliation between basic and diluted EPS (in thousands):

   
Nine Months Ended
July 31,
   
Three Months Ended
July 31,
 
   
2019
   
2018
   
2019
   
2018
 
Numerator
                       
Net income applicable to common stockholders – basic
 
$
3,983
   
$
4,136
   
$
1,531
   
$
1,148
 
Effect of dilutive securities:
                               
Restricted stock awards
   
155
     
202
     
68
     
63
 
Net income applicable to common stockholders – diluted
 
$
4,138
   
$
4,338
   
$
1,599
   
$
1,211
 
                                 
Denominator
                               
Denominator for basic EPS – weighted average common shares
   
8,812
     
8,558
     
8,813
     
8,560
 
Effect of dilutive securities:
                               
Restricted stock awards
   
501
     
589
     
585
     
673
 
Denominator for diluted EPS – weighted average common equivalent shares
   
9,313
     
9,147
     
9,398
     
9,233
 
                                 
Numerator
                               
Net income applicable to Class A common stockholders-basic
 
$
14,939
   
$
15,962
   
$
5,739
   
$
4,431
 
Effect of dilutive securities:
                               
Restricted stock awards
   
(155
)
   
(202
)
   
(68
)
   
(63
)
Net income applicable to Class A common stockholders – diluted
 
$
14,784
   
$
15,760
   
$
5,671
   
$
4,368
 
                                 
Denominator
                               
Denominator for basic EPS – weighted average Class A common shares
   
29,442
     
29,363
     
29,431
     
29,358
 
Effect of dilutive securities:
                               
Restricted stock awards
   
195
     
175
     
244
     
232
 
Denominator for diluted EPS – weighted average Class A common equivalent shares
   
29,637
     
29,538
     
29,675
     
29,590
 


10


Segment Reporting
The Company's primary business is the ownership, management, and redevelopment of retail properties. The Company reviews operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. The Company evaluates financial performance using property operating income, which consists of base rental income and tenant reimbursement income, less rental expenses and real estate taxes. Only one of the Company’s properties, located in Stamford, CT (“Ridgeway”), is considered significant as its revenue is in excess of 10% of the Company’s consolidated total revenues and accordingly is a reportable segment. The Company has aggregated the remainder of its properties as they share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies, are typically located in the same major metropolitan area, and have similar tenant mixes.

Ridgeway is located in Stamford, Connecticut and was developed in the 1950’s and redeveloped in the mid 1990’s. The property contains approximately 374,000 square feet of GLA.  It is the dominant grocery-anchored center and the largest non-mall shopping center located in the City of Stamford, Fairfield County, Connecticut.

Segment information about Ridgeway as required by ASC Topic 280 is included below:

   
Nine Months Ended
July 31,
   
Three Months Ended
July 31,
 
   
2019
   
2018
   
2019
   
2018
 
Ridgeway Revenues
   
10.7
%
   
10.0
%
   
10.6
%
   
10.5
%
All Other Property Revenues
   
89.3
%