Maryland
|
04-2458042
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
321 Railroad
Avenue, Greenwich, CT
|
06830
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
|
Urstadt Biddle Properties Inc.
|
||
Part I.
Financial Information
|
||
Item 1.
|
Financial Statements (Unaudited)
|
|
1 | ||
2 | ||
3 | ||
4 | ||
5 | ||
6 | ||
Item 2.
|
17 | |
Item 3.
|
23 | |
Item 4.
|
23 | |
Part II.
Other Information
|
||
Item 1.
|
24 |
|
Item 2.
|
24 | |
Item 6.
|
25 | |
January 31, 2019
|
October 31, 2018
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Real Estate Investments:
|
||||||||
Real Estate– at cost
|
$
|
1,134,678
|
$
|
1,118,075
|
||||
Less: Accumulated depreciation
|
(224,160
|
)
|
(218,653
|
)
|
||||
910,518
|
899,422
|
|||||||
Investments in and advances to unconsolidated joint ventures
|
36,194
|
37,434
|
||||||
946,712
|
936,856
|
|||||||
Cash and cash equivalents
|
13,142
|
10,285
|
||||||
Marketable securities
|
-
|
5,567
|
||||||
Tenant receivables
|
23,787
|
22,607
|
||||||
Prepaid expenses and other assets
|
24,011
|
22,467
|
||||||
Deferred charges, net of accumulated amortization
|
10,806
|
10,451
|
||||||
Total Assets
|
$
|
1,018,458
|
$
|
1,008,233
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Liabilities:
|
||||||||
Revolving credit line
|
$
|
44,595
|
$
|
28,595
|
||||
Mortgage notes payable and other loans
|
292,129
|
293,801
|
||||||
Accounts payable and accrued expenses
|
8,632
|
3,900
|
||||||
Deferred compensation – officers
|
36
|
72
|
||||||
Other liabilities
|
21,963
|
21,466
|
||||||
Total Liabilities
|
367,355
|
347,834
|
||||||
Redeemable Noncontrolling Interests
|
78,405
|
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;
9,960,445 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; 29,913,560 and 29,814,814 shares issued and outstanding
|
299
|
298
|
||||||
Additional paid in capital
|
518,985
|
518,136
|
||||||
Cumulative distributions in excess of net income
|
(138,248
|
)
|
(133,858
|
)
|
||||
Accumulated other comprehensive income
|
1,562
|
7,466
|
||||||
Total Stockholders' Equity
|
572,698
|
582,141
|
||||||
Total Liabilities and Stockholders' Equity
|
$
|
1,018,458
|
$
|
1,008,233
|
Three Months Ended
January 31,
|
||||||||
2019
|
2018
|
|||||||
Revenues
|
||||||||
Base rents
|
$
|
24,778
|
$
|
23,584
|
||||
Recoveries from tenants
|
8,452
|
8,207
|
||||||
Other
|
1,225
|
1,204
|
||||||
Total Revenues
|
34,455
|
32,995
|
||||||
Expenses
|
||||||||
Property operating
|
5,864
|
6,306
|
||||||
Property taxes
|
5,913
|
5,147
|
||||||
Depreciation and amortization
|
6,940
|
6,949
|
||||||
General and administrative
|
2,654
|
2,419
|
||||||
Provision for tenant credit losses
|
254
|
210
|
||||||
Directors' fees and expenses
|
108
|
102
|
||||||
Total Operating Expenses
|
21,733
|
21,133
|
||||||
Operating Income
|
12,722
|
11,862
|
||||||
Non-Operating Income (Expense):
|
||||||||
Interest expense
|
(3,578
|
)
|
(3,423
|
)
|
||||
Equity in net income from unconsolidated joint ventures
|
342
|
560
|
||||||
Gain on sale of marketable securities
|
403
|
-
|
||||||
Interest, dividends and other investment income
|
129
|
80
|
||||||
Net Income
|
10,018
|
9,079
|
||||||
Noncontrolling interests:
|
||||||||
Net income attributable to noncontrolling interests
|
(1,101
|
)
|
(1,095
|
)
|
||||
Net income attributable to Urstadt Biddle Properties Inc.
|
8,917
|
7,984
|
||||||
Preferred stock dividends
|
(3,063
|
)
|
(3,063
|
)
|
||||
Net Income Applicable to Common and Class A Common Stockholders
|
$
|
5,854
|
$
|
4,921
|
||||
Basic Earnings Per Share:
|
||||||||
Per Common Share:
|
$
|
0.14
|
$
|
0.12
|
||||
Per Class A Common Share:
|
$
|
0.16
|
$
|
0.13
|
||||
Diluted Earnings Per Share:
|
||||||||
Per Common Share:
|
$
|
0.14
|
$
|
0.12
|
||||
Per Class A Common Share:
|
$
|
0.16
|
$
|
0.13
|
||||
Dividends Per Share:
|
||||||||
Common
|
$
|
$ 0.245
|
$
|
$ 0.24
|
||||
Class A Common
|
$
|
$ 0.275
|
$
|
$ 0.27
|
Three Months Ended
January 31,
|
||||||||
2019
|
2018
|
|||||||
Net Income
|
$
|
10,018
|
$
|
9,079
|
||||
Other comprehensive income:
|
||||||||
Change in unrealized income on interest rate swaps
|
(4,720
|
)
|
2,410
|
|||||
Change in unrealized losses on interest rate swaps-equity investees
|
(615
|
)
|
-
|
|||||
Total comprehensive income
|
4,683
|
11,489
|
||||||
Comprehensive income attributable to noncontrolling interests
|
(1,101
|
)
|
(1,095
|
)
|
||||
Total Comprehensive income attributable to Urstadt Biddle Properties Inc.
|
3,582
|
10,394
|
||||||
Preferred stock dividends
|
(3,063
|
)
|
(3,063
|
)
|
||||
Total comprehensive income applicable to Common and Class A Common Stockholders
|
$
|
519
|
$
|
7,331
|
Three Months Ended
January 31,
|
||||||||
2019
|
2018
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income
|
$
|
10,018
|
$
|
9,079
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
6,940
|
6,949
|
||||||
Straight-line rent adjustment
|
(436
|
)
|
(217
|
)
|
||||
Provision for tenant credit losses
|
254
|
210
|
||||||
(Gain) on sale of marketable securities
|
(403
|
)
|
-
|
|||||
Restricted stock compensation expense and other adjustments
|
1,066
|
666
|
||||||
Deferred compensation arrangement
|
(36
|
)
|
(33
|
)
|
||||
Equity in net (income) of unconsolidated joint ventures
|
(342
|
)
|
(560
|
)
|
||||
Distributions of operating income from unconsolidated joint ventures
|
342
|
560
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Tenant receivables
|
(998
|
)
|
(1,012
|
)
|
||||
Accounts payable and accrued expenses
|
2,979
|
2,819
|
||||||
Other assets and other liabilities, net
|
(5,712
|
)
|
(5,882
|
)
|
||||
Net Cash Flow Provided by Operating Activities
|
13,672
|
12,579
|
||||||
Cash Flows from Investing Activities:
|
||||||||
Acquisitions of real estate investments
|
(13,836
|
)
|
(121
|
)
|
||||
Investments in and advances to unconsolidated joint ventures
|
(369
|
)
|
-
|
|||||
Deposits on acquisition of real estate investment
|
-
|
(10
|
)
|
|||||
Proceeds from the sale of available for sale securities
|
5,970
|
-
|
||||||
Improvements to properties and deferred charges
|
(2,915
|
)
|
(2,389
|
)
|
||||
Distributions to noncontrolling interests
|
(1,101
|
)
|
(1,095
|
)
|
||||
Return of capital from unconsolidated joint ventures
|
989
|
136
|
||||||
Net Cash Flow (Used in) Investing Activities
|
(11,262
|
)
|
(3,479
|
)
|
||||
Cash Flows from Financing Activities:
|
||||||||
Dividends paid -- Common and Class A Common Stock
|
(10,666
|
)
|
(10,408
|
)
|
||||
Dividends paid -- Preferred Stock
|
(3,063
|
)
|
(3,063
|
)
|
||||
Principal repayments on mortgage notes payable
|
(1,609
|
)
|
(1,604
|
)
|
||||
Repayment of revolving credit line borrowings
|
(3,000
|
)
|
(4,000
|
)
|
||||
Proceeds from revolving credit line borrowings
|
19,000
|
6,000
|
||||||
Payment of taxes on shares withheld for employee taxes
|
(265
|
)
|
(240
|
)
|
||||
Net proceeds from the issuance of Common and Class A Common Stock
|
50
|
49
|
||||||
Net Cash Flow Provided by/(Used in) Financing
Activities
|
447
|
(13,266
|
)
|
|||||
Net Increase/(Decrease) In Cash and Cash Equivalents
|
2,857
|
(4,166
|
)
|
|||||
Cash and Cash Equivalents at Beginning of Period
|
10,285
|
8,674
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
13,142
|
$
|
4,508
|
||||
Supplemental Cash Flow Disclosures:
|
||||||||
Interest Paid
|
$
|
3,572
|
$
|
3,252
|
6.75%
Series G
Preferred
Stock
Issued
|
6.75%
Series G
Preferred
Stock A
Amount
|
6.25%
Series H
Preferred
Stock
Issued
|
6.25%
Series H
Preferred
Stock
Amount
|
Common
Stock
Issued
|
Common
Stock
Amount
|
Class A
Common
Stock
Issued
|
Class A
Common
Stock
Amount
|
Additional
Paid In
Capital
|
Cumulative
Distributions
In Excess of
Net Income
|
Accumulated
Other
Comprehensive
Income
|
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
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
5,854
|
-
|
5,854
|
||||||||||||||||||||||||||||||||||||
Change in unrealized income on interest rate swaps
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,335
|
)
|
(5,335
|
)
|
||||||||||||||||||||||||||||||||||
Cash dividends paid :
|
||||||||||||||||||||||||||||||||||||||||||||||||
Common stock ($0.245 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,440
|
)
|
-
|
(2,440
|
)
|
||||||||||||||||||||||||||||||||||
Class A common stock ($0.275 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(8,226
|
)
|
-
|
(8,226
|
)
|
||||||||||||||||||||||||||||||||||
Issuance of shares under dividend reinvestment plan
|
-
|
-
|
-
|
-
|
1,239
|
-
|
1,482
|
-
|
50
|
-
|
-
|
50
|
||||||||||||||||||||||||||||||||||||
Shares issued under restricted stock plan
|
-
|
-
|
-
|
-
|
137,200
|
1
|
111,450
|
1
|
(2
|
)
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||
Shares withheld for employee taxes
|
-
|
-
|
-
|
-
|
-
|
-
|
(14,086
|
)
|
-
|
(265
|
)
|
-
|
-
|
(265
|
)
|
|||||||||||||||||||||||||||||||||
Forfeiture of restricted stock
|
-
|
-
|
-
|
-
|
-
|
-
|
(100
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||
Restricted stock compensation and other adjustments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,066
|
-
|
-
|
1,066
|
||||||||||||||||||||||||||||||||||||
Adjustments to redeemable noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(147
|
)
|
-
|
(147
|
)
|
||||||||||||||||||||||||||||||||||
Balances - January 31, 2019
|
3,000,000
|
$
|
75,000
|
4,600,000
|
$
|
115,000
|
9,960,445
|
$
|
100
|
29,913,560
|
$
|
299
|
$
|
518,985
|
$
|
(138,248
|
)
|
$
|
1,562
|
$
|
572,698
|
6.75%
Series G
Preferred
Stock
Issued
|
6.75%
Series G
Preferred
Stock A
Amount
|
6.25%
Series H
Preferred
Stock
Issued
|
6.25%
Series H
Preferred
Stock
Amount
|
Common
Stock
Issued
|
Common
Stock
Amount
|
Class A
Common
Stock
Issued
|
Class A
Common
Stock
Amount
|
Additional
Paid In
Capital
|
Cumulative
Distributions
In Excess of
Net Income
|
Accumulated
Other
Comprehensive
Income
|
Total
Stockholders’
Equity
|
|||||||||||||||||||||||||||||||||||||
Balances - October 31, 2017
|
3,000,000
|
$
|
75,000
|
4,600,000
|
$
|
115,000
|
9,664,778
|
$
|
97
|
29,728,744
|
$
|
297
|
$
|
514,217
|
$
|
(120,123
|
)
|
$
|
2,742
|
$
|
587,230
|
|||||||||||||||||||||||||||
Net income applicable to Common and Class A common stockholders
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
4,921
|
-
|
4,921
|
||||||||||||||||||||||||||||||||||||
Change in unrealized income on interest rate swaps
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
2,410
|
2,410
|
||||||||||||||||||||||||||||||||||||
Cash dividends paid :
|
||||||||||||||||||||||||||||||||||||||||||||||||
Common stock ($0.24 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,356
|
)
|
-
|
(2,356
|
)
|
||||||||||||||||||||||||||||||||||
Class A common stock ($0.27 per share)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(8,052
|
)
|
-
|
(8,052
|
)
|
||||||||||||||||||||||||||||||||||
Issuance of shares under dividend reinvestment plan
|
-
|
-
|
-
|
-
|
1,120
|
-
|
1,469
|
-
|
49
|
-
|
-
|
49
|
||||||||||||||||||||||||||||||||||||
Shares issued under restricted stock plan
|
-
|
-
|
-
|
-
|
152,700
|
2
|
102,800
|
1
|
(3
|
)
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||
Shares withheld for employee taxes
|
-
|
-
|
-
|
-
|
-
|
-
|
(10,886
|
)
|
-
|
(240
|
)
|
-
|
-
|
(240
|
)
|
|||||||||||||||||||||||||||||||||
Forfeiture of restricted stock
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,250
|
)
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||||||
Restricted stock compensation and other adjustments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
667
|
-
|
-
|
667
|
||||||||||||||||||||||||||||||||||||
Adjustments to redeemable noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,362
|
-
|
1,362
|
||||||||||||||||||||||||||||||||||||
Balances - January 31, 2018
|
3,000,000
|
$
|
75,000
|
4,600,000
|
$
|
115,000
|
9,818,598
|
$
|
99
|
29,818,877
|
$
|
298
|
$
|
514,690
|
$
|
(124,248
|
)
|
$
|
5,152
|
$
|
585,991
|
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
|
$
|
-
|
Buildings
|
30-40 years
|
Property Improvements
|
10-20 years
|
Furniture/Fixtures
|
3-10 years
|
Tenant Improvements
|
Shorter of lease term or their useful life
|
Three Months Ended
January 31,
|
||||||||
2019
|
2018
|
|||||||
Numerator
|
||||||||
Net income applicable to common stockholders – basic
|
$
|
1,233
|
$
|
1,012
|
||||
Effect of dilutive securities:
|
||||||||
Restricted stock awards
|
38
|
43
|
||||||
Net income applicable to common stockholders – diluted
|
$
|
1,271
|
$
|
1,055
|
||||
Denominator
|
||||||||
Denominator for basic EPS – weighted average common shares
|
8,810
|
8,558
|
||||||
Effect of dilutive securities:
|
||||||||
Restricted stock awards
|
389
|
500
|
||||||
Denominator for diluted EPS – weighted average common equivalent shares
|
9,199
|
9,058
|
||||||
Numerator
|
||||||||
Net income applicable to Class A common stockholders-basic
|
$
|
4,621
|
$
|
3,909
|
||||
Effect of dilutive securities:
|
||||||||
Restricted stock awards
|
(38
|
)
|
(43
|
)
|
||||
Net income applicable to Class A common stockholders – diluted
|
$
|
4,583
|
$
|
3,866
|
||||
Denominator
|
||||||||
Denominator for basic EPS – weighted average Class A common shares
|
29,427
|
29,372
|
||||||
Effect of dilutive securities:
|
||||||||
Restricted stock awards
|
120
|
120
|
||||||
Denominator for diluted EPS – weighted average Class A common equivalent
shares
|
29,547
|
29,492
|
Three Months Ended
January 31,
|
||||||||
2019
|
2018
|
|||||||
Ridgeway Revenues
|
10.9
|
%
|
10.5
|
%
|
||||
All Other Property Revenues
|
89.1
|
%
|
89.5
|
%
|
||||
Consolidated Revenue
|
100.0
|
%
|
100.0
|
%
|
January 31,
2019
|
October 31,
2018
|
|||||||
Ridgeway Assets
|
6.7
|
%
|
7.0
|
%
|
||||
All Other Property Assets
|
93.3
|
%
|
93.0
|
%
|
||||
Consolidated Assets (Note 1)
|
100.0
|
%
|
100.0
|
%
|
January 31,
2019
|
October 31,
2018
|
|||||||
Ridgeway Percent Leased
|
96
|
%
|
96
|
%
|
Ridgeway Significant Tenants by Annual Base Rents
|
Three Months Ended
January 31,
|
|||||||
2019
|
2018
|
|||||||
The Stop & Shop Supermarket Company
|
20
|
%
|
20
|
%
|
||||
Bed, Bath & Beyond
|
14
|
%
|
14
|
%
|
||||
Marshall’s Inc., a division of the TJX Companies
|
10
|
%
|
10
|
%
|
||||
All Other Tenants at Ridgeway (Note 2)
|
56
|
%
|
56
|
%
|
||||
Total
|
100
|
%
|
100
|
%
|
Income Statement (In Thousands):
|
Three Months Ended
January 31, 2019
|
|||||||||||
Ridgeway
|
All Other
Operating Segments
|
Total Consolidated
|
||||||||||
Revenues
|
$
|
3,764
|
$
|
30,691
|
$
|
34,455
|
||||||
Operating Expenses
|
$
|
1,075
|
$
|
10,702
|
$
|
11,777
|
||||||
Interest Expense
|
$
|
437
|
$
|
3,141
|
$
|
3,578
|
||||||
Depreciation and Amortization
|
$
|
601
|
$
|
6,339
|
$
|
6,940
|
||||||
Net Income
|
$
|
1,651
|
$
|
8,367
|
$
|
10,018
|
Income Statement (In Thousands):
|
Three Months Ended
January 31, 2018
|
|||||||||||
Ridgeway
|
All Other
Operating Segments
|
Total Consolidated
|
||||||||||
Revenues
|
$
|
3,453
|
$
|
29,542
|
$
|
32,995
|
||||||
Operating Expenses
|
$
|
976
|
$
|
10,477
|
$
|
11,453
|
||||||
Interest Expense
|
$
|
577
|
$
|
2,846
|
$
|
3,423
|
||||||
Depreciation and Amortization
|
$
|
681
|
$
|
6,268
|
$
|
6,949
|
||||||
Net Income
|
$
|
1,219
|
$
|
7,860
|
$
|
9,079
|
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
|
January 31, 2019
|
October 31, 2018
|
|||||||
Beginning Balance
|
$
|
78,258
|
$
|
81,361
|
||||
Change in Redemption Value
|
147
|
(2,674
|
)
|
|||||
Redemption of UB High Ridge Noncontrolling Interest
|
-
|
(1,220
|
)
|
|||||
Initial New City Noncontrolling Interest
|
-
|
791
|
||||||
Ending Balance
|
$
|
78,405
|
$
|
78,258
|
January 31, 2019
|
October 31, 2018
|
|||||||
Chestnut Ridge and Plaza 59 Shopping Centers (50%)
|
$
|
17,320
|
$
|
17,702
|
||||
Gateway Plaza (50%)
|
6,902
|
6,680
|
||||||
Putnam Plaza Shopping Center (66.67%)
|
4,771
|
5,978
|
||||||
Midway Shopping Center, L.P. (11.642%)
|
4,550
|
4,509
|
||||||
Applebee's at Riverhead (50%)
|
1,928
|
1,842
|
||||||
81 Pondfield Road Company (20%)
|
723
|
723
|
||||||
Total
|
$
|
36,194
|
$
|
37,434
|
Common Shares
|
Class A Common Shares
|
|||||||||||||||
Non-vested Shares
|
Shares
|
Weighted-Average
Grant-Date
Fair Value
|
Shares
|
Weighted-Average
Grant-Date
Fair Value
|
||||||||||||
Non-vested at October 31, 2018
|
1,255,900
|
$
|
17.22
|
452,925
|
$
|
21.13
|
||||||||||
Granted
|
137,200
|
$
|
15.33
|
111,450
|
$
|
18.84
|
||||||||||
Vested
|
(247,000
|
)
|
$
|
14.78
|
(70,800
|
)
|
$
|
17.92
|
||||||||
Forfeited
|
-
|
$
|
-
|
(100
|
)
|
$
|
22.10
|
|||||||||
Non-vested at January 31, 2019
|
1,146,100
|
$
|
17.52
|
493,475
|
$
|
21.07
|
• |
Level 1- Quoted prices for identical instruments in active markets
|
• |
Level 2- Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and
model-derived valuations in which significant value drivers are observable
|
• |
Level 3- Valuations derived from valuation techniques in which significant value drivers are unobservable
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||||
Total
|
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable Inputs
(Level 3)
|
|||||||||||||
January 31, 2019
|
||||||||||||||||
Assets:
|
||||||||||||||||
Interest Rate Swap Agreement
|
$
|
4,043
|
$
|
-
|
$
|
4,043
|
$
|
-
|
||||||||
Liabilities:
|
||||||||||||||||
Interest Rate Swap Agreement
|
$
|
1,867
|
$
|
-
|
$
|
1,867
|
$
|
-
|
||||||||
Redeemable noncontrolling interests
|
$
|
78,405
|
$
|
22,513
|
$
|
53,359
|
$
|
2,533
|
||||||||
October 31, 2018
|
||||||||||||||||
Assets:
|
||||||||||||||||
Interest Rate Swap Agreement
|
$
|
7,011
|
$
|
-
|
$
|
7,011
|
$
|
-
|
||||||||
Available for Sale Securities
|
$
|
5,567
|
$
|
5,567
|
$
|
-
|
$
|
-
|
||||||||
Liabilities:
|
||||||||||||||||
Interest Rate Swap Agreement
|
$
|
114
|
$
|
-
|
$
|
114
|
$
|
-
|
||||||||
Redeemable noncontrolling interests
|
$
|
78,258
|
$
|
22,131
|
$
|
53,359
|
$
|
2,768
|
•
|
economic and other market conditions, including local real estate and market conditions, that could impact
us, our properties or the financial stability of our tenants;
|
•
|
financing risks, such as the inability to obtain debt or equity financing on favorable terms, as well as the
level and volatility of interest rates;
|
•
|
any difficulties in renewing leases, filling vacancies or negotiating improved lease terms;
|
•
|
the inability of the Company’s properties to generate revenue increases to offset expense increases;
|
•
|
environmental risk and regulatory requirements;
|
•
|
risks of real estate acquisitions and dispositions (including the failure of transactions to close);
|
•
|
risks of operating properties through joint ventures that we do not fully control;
|
•
|
risks related to our status as a real estate investment trust, including the application of complex federal
income tax regulations that are subject to change;
|
•
|
as well as other risks identified in our Annual Report on Form 10-K for the fiscal year ended October 31,
2018 under Item 1A. Risk Factors and in the other reports filed by the Company with the Securities and Exchange Commission (the “SEC”).
|
•
|
acquire quality neighborhood and community shopping centers in the northeastern part of the United States with
a concentration on properties in the metropolitan New York tri-state area outside of the City of New York, and unlock further value in these properties with selective enhancements to both the property and tenant mix, as well as
improvements to management and leasing fundamentals. Our hope is to grow our assets through acquisitions by 5% to 10% per year on a dollar value basis subject to the availability of acquisitions that meet our investment parameters;
|
•
|
selectively dispose of underperforming properties and re-deploy the proceeds into potentially higher
performing properties that meet our acquisition criteria;
|
•
|
invest in our properties for the long-term through regular maintenance, periodic renovations and capital
improvements, enhancing their attractiveness to tenants and customers, as well as increasing their value;
|
•
|
leverage opportunities to increase GLA at existing properties, through development of pad sites and
reconfiguring of existing square footage, to meet the needs of existing or new tenants;
|
•
|
proactively manage our leasing strategy by aggressively marketing available GLA, renewing existing leases with
strong tenants, and replacing weak ones when necessary, with an eye towards securing leases that include regular or fixed contractual increases to minimum rents, replacing below-market-rent leases with increased market rents when possible
and further improving the quality of our tenant mix at our shopping centers;
|
•
|
maintain strong working relationships with our tenants, particularly our anchor tenants;
|
•
|
maintain a conservative capital structure with low debt levels; and
|
•
|
control property operating and administrative costs.
|
•
|
In December 2018, we purchased the Lakeview Plaza Shopping Center (“Lakeview”) for $12 million, exclusive of
closing costs. Lakeview is a 177,000 square foot grocery-anchored shopping center located in Brewster, NY. When we purchased the property we anticipated having to invest an additional $6 to $8 million for capital improvements and for
re-tenanting at the property. We purchased the property with available cash and a borrowing on our Unsecured Revolving Credit Facility (“Facility”). As of the date of this report we have expended approximately $3.2 million of the $6 to
$8 million anticipated additional investment. The property and the additional investment was funded with available cash and borrowings on our Facility.
|
•
|
In October 2018, we entered into a commitment to refinance our existing $15 million mortgage secured by our
Darien, CT shopping center on March 18, 2019, the first day the Darien mortgage can be repaid without penalty. The new mortgage will be in the amount of $25 million, have a term of ten years and will require payments of principal and
interest at the rate of LIBOR plus 1.65%. Concurrent with the commitment, we also entered into an interest rate swap with the new lender, which will convert the variable interest rate (based on LIBOR) to a fixed rate of 4.815% per
annum. The fixed interest rate on the existing mortgage is currently 6.55%.
|
•
|
In October 2018, we entered into a commitment to refinance our existing $9.1 million mortgage secured by our
Newark, NJ shopping center. We plan on completing the refinancing in March 2019, the first month the current mortgage can be repaid without penalty. The new mortgage is for $10 million and has a term of ten years and requires payments
of principal and interest at the fixed rate of 4.63%, which is a reduction from the fixed interest rate of 6.15% on the previous mortgage.
|
•
|
In the first quarter of fiscal 2019, we entered into a contract to sell our Plaza 59 property located in
Spring Valley, NY for $10 million. Plaza 59 is a property that we own a 50% undivided tenancy-in-common interest in, and account for under the equity method of accounting. As of January 31, 2019, that property was considered to be held
for sale as defined by Generally Accepted Accounting Principles (“GAAP”) and the properties net book value was reduced to the sale price less costs to sell. This reduction resulted in the amount of equity in net income we record on this
unconsolidated joint venture being reduced by $363,000 in the three months ended January 31, 2019. This loss has been added back to our Funds from Operations (“FFO”) as discussed below in this Item 2.
|
Three Months Ended
|
||||||||||||||||||||||||
January 31,
|
Change Attributable to
|
|||||||||||||||||||||||
Revenues
|
2019
|
2018
|
Increase (Decrease)
|
% Change
|
Property Acquisitions/Sales
|
Properties Held In Both Periods (Note 1)
|
||||||||||||||||||
Base rents
|
$
|
24,778
|
$
|
23,584
|
$
|
1,194
|
5.1
|
%
|
$
|
831
|
$
|
363
|
||||||||||||
Recoveries from tenants
|
8,452
|
8,207
|
245
|
3.0
|
%
|
396
|
(151
|
)
|
||||||||||||||||
Other income
|
1,208
|
1,204
|
4
|
0.3
|
%
|
37
|
(33
|
)
|
||||||||||||||||
Operating Expenses
|
||||||||||||||||||||||||
Property operating
|
5,864
|
6,306
|
(442
|
)
|
(7.0
|
)%
|
342
|
(784
|
)
|
|||||||||||||||
Property taxes
|
5,913
|
5,147
|
766
|
14.9
|
%
|
197
|
569
|
|||||||||||||||||
Depreciation and amortization
|
6,940
|
6,949
|
(9
|
)
|
(0.1
|
)%
|
139
|
(148
|
)
|
|||||||||||||||
General and administrative
|
2,654
|
2,419
|
235
|
9.7
|
%
|
n/a
|
n/a
|
|||||||||||||||||
Non-Operating Income/Expense
|
||||||||||||||||||||||||
Interest expense
|
3,578
|
3,423
|
155
|
4.5
|
%
|
40
|
115
|
|||||||||||||||||
Interest, dividends, and other investment income
|
129
|
80
|
49
|
61.3
|
%
|
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.
|
Reconciliation of Net Income Available to Common and Class A Common Stockholders To Funds From
Operations:
|
Three Months Ended
|
|||||||
January 31,
|
||||||||
2019
|
2018
|
|||||||
Net Income Applicable to Common and Class A Common Stockholders
|
$
|
5,854
|
$
|
4,921
|
||||
Real property depreciation
|
5,664
|
5,458
|
||||||
Amortization of tenant improvements and allowances
|
883
|
1,042
|
||||||
Amortization of deferred leasing costs
|
393
|
426
|
||||||
Depreciation and amortization on unconsolidated joint ventures
|
380
|
403
|
||||||
Loss on sale of property in unconsolidated joint venture
|
363
|
-
|
||||||
Funds from Operations Applicable to Common and Class A Common Stockholders
|
$
|
13,537
|
$
|
12,250
|
||||
•
|
a 66.67% equity interest in the Putnam Plaza Shopping Center,
|
•
|
an 11.642% equity interest in the Midway Shopping Center L.P.,
|
•
|
a 50% equity interest in the Chestnut Ridge Shopping Center and Plaza 59 Shopping Centers,
|
•
|
a 50% equity interest in the Gateway Plaza shopping center and the Riverhead Applebee’s Plaza, and
|
•
|
a 20% interest in a suburban office building with ground level retail.
|
|
Principal Balance
|
|||||||||||||
Joint Venture Description
|
Location
|
Original Balance
|
At January 31, 2019
|
Fixed Interest Rate Per Annum
|
Maturity Date
|
|||||||||
Midway Shopping Center
|
Scarsdale, NY
|
$
|
32,000
|
$
|
27,318
|
4.80
|
%
|
Dec-2027
|
||||||
Putnam Plaza Shopping Center
|
Carmel, NY
|
$
|
18,900
|
$
|
18,853
|
4.81
|
%
|
Oct-2028
|
||||||
Gateway Plaza
|
Riverhead, NY
|
$
|
14,000
|
$
|
12,276
|
4.18
|
%
|
Feb-2024
|
||||||
Applebee's Plaza
|
Riverhead, NY
|
$
|
2,300
|
$
|
1,934
|
3.38
|
%
|
Aug-2026
|
URSTADT BIDDLE PROPERTIES INC.
|
|
(Registrant)
|
|
By: /s/ Willing L. Biddle
|
|
Willing L. Biddle
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
By: /s/ John T. Hayes
|
|
John T. Hayes
|
|
Senior Vice President &
|
|
Chief Financial Officer
|
|
(Principal Financial Officer
|
|
Dated: March 8, 2019
|
and Principal Accounting Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended January 31, 2019 of Urstadt Biddle
Properties Inc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on our evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
|
Date: March 8, 2019
|
/s/ Willing L. Biddle
|
|
Willing L. Biddle
|
|
President and
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the quarter ended January 31, 2019 of Urstadt Biddle
Properties Inc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this
report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on our evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
|
Date: March 8, 2019
|
/s/ John T. Hayes
|
|
John T. Hayes
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
1.
|
The Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2019 (the "Form 10-Q") fully
complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and
results of operations of the Company.
|
Dated:
|
March 8, 2019
|
/s/ Willing L. Biddle
|
|
|
Willing L. Biddle
|
|
|
President and
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Dated:
|
March 8, 2019
|
/s/ John T. Hayes
|
|
|
John T. Hayes
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
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Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Jan. 31, 2019 |
Mar. 06, 2019 |
|
Entity Information [Line Items] | ||
Entity Registrant Name | URSTADT BIDDLE PROPERTIES INC | |
Entity Central Index Key | 0001029800 | |
Current Fiscal Year End Date | --10-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jan. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,960,445 | |
Class A Common Stock [Member] | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 29,899,960 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Jan. 31, 2019 |
Jan. 31, 2018 |
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | ||
Net Income | $ 10,018 | $ 9,079 |
Other comprehensive income (loss): | ||
Other Comprehensive Income Unrealized Gain Loss On Derivatives Arising During Period for Consolidated Companies - Net Of Tax | (4,720) | 2,410 |
Other Comprehensive Income Unrealized Gain Loss On Derivatives Arising During Period for Equity Investee Companies - Net Of Tax | (615) | 0 |
Total comprehensive income | 4,683 | 11,489 |
Comprehensive income attributable to noncontrolling interests | (1,101) | (1,095) |
Total comprehensive income attributable to Urstadt Biddle Properties Inc. | 3,582 | 10,394 |
Preferred Stock Dividends | (3,063) | (3,063) |
Total comprehensive income applicable to Common and Class A Common Stockholders | $ 519 | $ 7,331 |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (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 January 31, 2019, the Company owned or had equity interests in 85 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 months ended January 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 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 January 31, 2019. As of January 31, 2019, the fiscal tax years 2015 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 three months ended January 31, 2019. The Company did not own any marketable equity securities as of January 31, 2019. The unrealized gain on the Company's marketable equity securities at October 31, 2018 is detailed below (in thousands):
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 January 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 January 31, 2019, the Company had approximately $97.3 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 3.74% per annum. As of January 31, 2019 and October 31, 2018, the Company had a deferred liability of $1.9 million and $114,000, respectively (included in accounts payable and accrued expense on the consolidated balance sheets) and a deferred asset of $4.0 million 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 January 31, 2019, accumulated other comprehensive income consisted of net unrealized gains on interest rate swap agreements of $1.6 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 January 31, 2019. 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 which do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including acquisition costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in the recognition of goodwill or a bargain purchase gain. The relative fair values used to allocate the cost of an asset acquisition are determined using the same methodologies and assumptions as the Company utilizes to determine fair value in a business combination. The value of tangible assets acquired is based upon our estimation of value on an “as if vacant” basis. The value of acquired in-place leases includes the estimated costs during the hypothetical lease-up period and other costs that would have been incurred in the execution of similar leases under the market conditions at the acquisition date of the acquired in-place lease. We assess the fair value of tangible and intangible assets based on numerous factors, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including the historical operating results, known trends, and market/economic conditions that may affect the property. The values of acquired above and below-market leases, which are included in prepaid expenses and other assets and other liabilities, respectively, are amortized over the terms of the related leases and recognized as either an increase (for below-market leases) or a decrease (for above-market leases) to rental revenue. The values of acquired in-place leases are classified in other assets in the accompanying consolidated balance sheets and amortized over the remaining terms of the related leases. Capitalization Policy: Land, buildings, property improvements, furniture/fixtures and tenant improvements are recorded at cost. Expenditures for maintenance and repairs are charged to operations as incurred. Renovations and/or replacements, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Depreciation: 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:
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 January 31, 2019. 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 January 31, 2019 and October 31, 2018, $18,874,000 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 January 31, 2019 and October 31, 2018, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $5,053,000 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):
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:
Note 1 - Ridgeway did not have any significant expenditures for additions to long lived assets in the three months ended January 31, 2019 or the year ended October 31, 2018.
Note 2 - No other tenant accounts for more than 10% of Ridgeway’s annual base rents in any of the periods presented. Percentages are calculated as a ratio of the tenants' base rent divided by total base rent of Ridgeway.
Stock-Based Compensation The Company accounts for its stock-based compensation plans under the provisions of ASC Topic 718, “Stock Compensation”, which requires that compensation expense be recognized, based on the fair value of the stock awards less estimated forfeitures. The fair value of stock awards is equal to the fair value of the Company’s stock on the grant date. The Company recognizes compensation expense for its stock awards by amortizing the fair value of stock awards over the requisite service periods of such awards. Reclassifications Certain prior period amounts have been reclassified to conform to the current period’s presentation. New Accounting Standards In May 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09 titled “Revenue from Contracts with Customers” and subsequently issued several related ASUs (collectively “ASU 2014-09”). ASU 2014-09 replaces most existing revenue recognition guidance and requires an entity to recognize the amount of revenue which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those years and must be applied retrospectively by either restating prior periods or by recognizing the cumulative effect as of the date of first application. The Company adopted ASU 2014-09 effective November 1, 2018, using the modified retrospective approach. The adoption of ASU 2014-09 did not have an impact on the consolidated financial statements 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. There was no change to previously reported amounts as a result of the adoption of ASU 2014-09. In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 significantly changes the accounting for leases by requiring lessees to recognize assets and liabilities for leases greater than 12 months on their balance sheet. The lessor model stays substantially the same; however, there were modifications to conform lessor accounting with the lessee model, eliminate real estate specific guidance, further define certain lease and non-lease components, and change the definition of initial direct costs of leases requiring significantly more leasing related costs to be expensed upfront. ASU 2016-02 is effective for the Company in the first quarter of fiscal 2020, and requires a modified retrospective transition approach for all leases existing at the date of initial application, with an option to use certain practical expedients for those existing leases. We are evaluating the impact that ASU 2016-02 will have on our consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. 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, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The Company adopted ASU 2016-01 on November 1, 2018 and as a result adjusted the opening balance of cumulative distributions in excess of net income and reduced accumulated other comprehensive income by $569,000 representing the amount of unrealized gains on marketable securities classified as available-for-sale as of the date of adoption. The Company has evaluated all other new ASU's issued by FASB, and has concluded that these updates do not have a material effect on the Company's consolidated financial statements as of January 31, 2019. |
REAL ESTATE INVESTMENTS |
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REAL ESTATE INVESTMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
REAL ESTATE INVESTMENTS | (2) REAL ESTATE INVESTMENTS In December 2018, the Company purchased the Lakeview Plaza Shopping Center ("Lakeview") for $12.0 million (exclusive of closing costs). Lakeview is a 177,000 square foot grocery-anchored Shopping Center located in Putnam County, NY. In addition, the Company anticipates having to invest up to $8.0 million for capital improvements and for re-tenanting at the property, approximately $3.2 million of which has already been expended and added to the cost of the property. The Company funded the purchase with available cash and borrowings on our unsecured revolving credit facility (the "Facility"). The Company intends to fund the remaining additional investment with a combination of available cash, borrowings on our Facility and by potentially placing a mortgage on the property. The Company accounted for the purchase of Lakeview as an asset acquisition and allocated the total consideration transferred for the acquisition, including transaction costs, to the individual assets and liabilities acquired on a relative fair value basis. The financial information set forth below summarizes the Company’s purchase price allocation for the property acquired during the three months ended January 31, 2019 (in thousands).
The value of above and below market leases are amortized as a reduction/increase to base rental revenue over the term of the respective leases. The value of in-place leases described above are amortized as an expense over the terms of the respective leases. For the three month periods ended January 31, 2019 and 2018, the net amortization of above-market and below-market leases was approximately $135,000 and $107,000, respectively, which is included in base rents in the accompanying consolidated statements of income. |
MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS |
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MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS [Abstract] | |
MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS | (3) MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS The Company has a $100 million unsecured revolving credit facility with a syndicate of three banks led by The Bank of New York Mellon, as administrative agent. The syndicate also includes Wells Fargo Bank N.A. and Bank of Montreal (co-syndication agents). The Facility gives the Company the option, under certain conditions, to increase the Facility’s borrowing capacity up to $150 million (subject to lender approval). The maturity date of the Facility is August 23, 2020 with a one-year extension at the Company’s option. Borrowings under the Facility can be used for general corporate purposes and the issuance of letters of credit (up to $10 million). Borrowings will bear interest at the Company’s option of Eurodollar rate plus 1.35% to 1.95% or The Bank of New York Mellon's prime lending rate plus 0.35% to 0.95%, based on consolidated indebtedness. The Company pays a quarterly fee on the unused commitment amount of 0.15% to 0.25% per annum based on outstanding borrowings during the year. The Facility contains certain representations, financial and other covenants typical for this type of facility. The Company's ability to borrow under the Facility is subject to its compliance with the covenants and other restrictions on an ongoing basis. The principal financial covenants limit the Company's level of secured and unsecured indebtedness and additionally require the Company to maintain certain debt coverage ratios. The Company was in compliance with such covenants at January 31, 2019. During the three months ended January 31, 2019, the Company borrowed $19.0 million on the Facility to fund capital improvements to our properties, property acquisitions and general corporate purposes. During the three months ended January 31, 2019, the Company repaid $3.0 million on the Facility with available cash. |
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS |
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CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS | (4) CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS The Company has an investment in six joint ventures, UB Ironbound, LP (“Ironbound”), UB Orangeburg, LLC ("Orangeburg"), McLean Plaza Associates, LLC ("McLean"), UB Dumont I, LLC ("Dumont") and UB New City I, LLC ("New City") each of which owns a commercial retail property, and UB High Ridge, LLC ("UB High Ridge"), which owns three commercial real estate properties. The Company has evaluated its investment in these six joint ventures and has concluded that these joint ventures are fully controlled by the Company and that the presumption of control is not offset by any rights of any of the limited partners or non-controlling members in these ventures and that the joint ventures should be consolidated into the consolidated financial statements of the Company in accordance with ASC Topic 810 "Consolidation". The Company’s investment in these consolidated joint ventures is more fully described below: Ironbound (Ferry Plaza) The Company, through a wholly-owned subsidiary, is the general partner and owns 84% of one consolidated limited partnership, Ironbound, which owns a grocery anchored shopping center. The Ironbound limited partnership has a defined termination date of December 31, 2097. The partners in Ironbound are entitled to receive an annual cash preference payable from available cash of the partnership. Any unpaid preferences accumulate and are paid from future cash, if any. The balance of available cash, if any, is distributed in accordance with the respective partner’s interests. Upon liquidation of Ironbound, proceeds from the sale of partnership assets are to be distributed in accordance with the respective partnership interests. The limited partners are not obligated to make any additional capital contributions to the partnership. Orangeburg The Company, through a wholly-owned subsidiary, is the managing member and owns a 45.8% interest in Orangeburg, which owns a drug store anchored shopping center. The other member (non-managing) of Orangeburg is the prior owner of the contributed property who, in exchange for contributing the net assets of the property, received units of Orangeburg equal to the value of the contributed property less the value of the assigned first mortgage payable. The Orangeburg operating agreement provides for the non-managing member to receive an annual cash distribution equal to the regular quarterly cash distribution declared by the Company for one share of the Company’s Class A Common stock, which amount is attributable to each unit of Orangeburg ownership. The annual cash distribution is paid from available cash, as defined, of Orangeburg. The balance of available cash, if any, is fully distributable to the Company. Upon liquidation, proceeds from the sale of Orangeburg assets are to be distributed in accordance with the operating agreement. The non-managing member is not obligated to make any additional capital contributions to the partnership. Orangeburg has a defined termination date of December 31, 2097. Since purchasing this property, the Company has made additional investments in the amount of $7.4 million in Orangeburg, and as a result, as of January 31, 2019 the Company's ownership percentage has increased to 45.8% from approximately 2.92% at inception. McLean Plaza The Company, through a wholly-owned subsidiary, is the managing member and owns a 53% interest in McLean, which owns a grocery anchored shopping center. The McLean operating agreement provides for the non-managing members to receive a fixed annual cash distribution equal to 5.05% of their invested capital. The annual cash distribution is paid from available cash, as defined, of McLean. The balance of available cash, if any, is fully distributable to the Company. Upon liquidation, proceeds from the sale of McLean assets are to be distributed in accordance with the operating agreement. The non-managing members are not obligated to make any additional capital contributions to the entity. UB High Ridge The Company is the managing member and owns a 10.9% interest in UB High Ridge, LLC. The Company's initial investment was $5.5 million and the Company has purchased additional interests totaling $1.2 million through January 31, 2019. UB High Ridge, either directly or through a wholly-owned subsidiary, owns three commercial real estate properties, High Ridge Shopping Center, a grocery anchored shopping center ("High Ridge"), and two single tenant commercial retail properties, one leased to JP Morgan Chase ("Chase Property") and one leased to CVS ("CVS Property"). Two properties are located in Stamford, CT and one property is located in Greenwich, CT. High Ridge is a shopping center anchored by a Trader Joe's grocery store. The properties were contributed to the new entities by the former owners who received units of ownership of UB High Ridge equal to the value of properties contributed less liabilities assumed. The UB High Ridge operating agreement provides for the non-managing members to receive an annual cash distribution, currently equal to 5.46% of their invested capital. UB Dumont I, LLC The Company is the managing member and owns a 31.4% interest in UB Dumont I, LLC. The Company's initial investment was $3.9 million. Dumont owns a retail and residential real estate property, which retail portion is anchored by a Stop and Shop grocery store. The property is located in Dumont, NJ. The property was contributed to the new entity by the former owners who received units of ownership of Dumont equal to the value of contributed property less liabilities assumed. The Dumont operating agreement provides for the non-managing members to receive an annual cash distribution, currently equal to 5.05% of their invested capital. UB New City I, LLC The Company is the managing member and owns a 75.3% equity interest in a joint venture, UB New City I, LLC. The Company's initial investment was $2.4 million. New City owns a single tenant retail real estate property located in New City, NY, which is leased to a Savings Bank. In addition, New City rents certain parking spaces on the property to the owner of an adjacent grocery anchored shopping center. The property was contributed to the new entity by the former owners who received units of ownership of New City equal to the value of contributed property. The New City operating agreement provides for the non-managing member to receive an annual cash distribution, currently equal to 5.00% of his invested capital. Noncontrolling Interests The Company accounts for noncontrolling interests in accordance with ASC Topic 810, “Consolidation.” Because the limited partners or noncontrolling members in Ironbound, Orangeburg, McLean, UB High Ridge, Dumont and New City have the right to require the Company to redeem all or a part of their limited partnership or limited liability company units for cash, or at the option of the Company shares of its Class A Common stock, at prices as defined in the governing agreements, the Company reports the noncontrolling interests in the consolidated joint ventures in the mezzanine section, outside of permanent equity, of the consolidated balance sheets at redemption value which approximates fair value. The value of the Orangeburg, McLean, and a portion of the UB High Ridge and Dumont redemptions are based solely on the price of the Company’s Class A Common stock on the date of redemption. For the three months ended January 31, 2019 and 2018, the Company increased/(decreased) the carrying value of the noncontrolling interests by $147,000 and $(1.4) million, respectively, with the corresponding adjustment recorded in stockholders’ equity. The following table sets forth the details of the Company's redeemable non-controlling interests for the three months ended January 31, 2019 and the fiscal year ended October 31, 2018 (amounts in thousands):
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INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES |
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INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES | (5) INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES At January 31, 2019 and October 31, 2018 investments in and advances to unconsolidated joint ventures consisted of the following (with the Company’s ownership percentage in parentheses) (amounts in thousands):
Chestnut Ridge and Plaza 59 Shopping Centers The Company, through two wholly-owned subsidiaries, owns a 50% undivided tenancy-in-common interest in the 76,000 square foot Chestnut Ridge Shopping Center located in Montvale, New Jersey (“Chestnut”), which is anchored by a Fresh Market grocery store, and the 24,000 square foot Plaza 59 Shopping Center located in Spring Valley, New York (“Plaza 59”), which is anchored by a local grocer. In the first quarter of fiscal 2019, the Company's wholly-owned subsidiary that owns the 50% undivided tenancy-in-common interest in Plaza 59 and the other 50% tenancy-in-common owner of Plaza 59 entered into a purchase and sale agreement to sell Plaza 59 to an unrelated third party for a sale price of $10.0 million. In accordance ASC Topic 360-10-45, the property met all the criteria to be classified as held for sale in the first quarter of fiscal 2019. In accordance with ASC Topic 360, the properties net book value was reduced to the sale price less costs to sell. This reduction resulted in the Company's equity in net income for Plaza 59 being reduced by $363,000 in the three months ended January 31, 2019. Gateway Plaza and Applebee's at Riverhead The Company, through two wholly-owned subsidiaries, owns a 50% undivided tenancy-in-common interest in the Gateway Plaza Shopping Center ("Gateway") and Applebee's at Riverhead ("Applebee's"). Both properties are located in Riverhead, New York. Gateway, a 198,500 square foot shopping center, is anchored by a 168,000 square foot Walmart, which also has 27,000 square feet of in-line space that is leased and a 3,500 square foot outparcel that is leased. Applebee's has a 5,400 square foot free standing Applebee’s restaurant with a 7,200 square foot pad site that is leased. Gateway is subject to a $12.3 million non-recourse first mortgage payable. The mortgage matures on March 1, 2024 and requires payments of principal and interest at a fixed rate of interest of 4.2% per annum. Midway Shopping Center, L.P. The Company, through a wholly-owned subsidiary, owns an 11.64% equity interest in Midway Shopping Center L.P. (“Midway”), which owns a 247,000 square foot shopping center in Westchester County, New York. Although the Company only has an approximate 12% equity interest in Midway, it controls 25% of the voting power of Midway and as such, has determined that it exercises significant influence over the financial and operating decisions of Midway and accounts for its investment in Midway under the equity method of accounting. The Company has allocated the $7.4 million excess of the carrying amount of its investment in and advances to Midway over the Company’s share of Midway’s net book value to real property and is amortizing the difference over the property’s estimated useful life of 39 years. Midway is subject to a non-recourse first mortgage in the amount of $27.3 million. The loan requires payments of principal and interest at the rate of 4.80% per annum and will mature in 2027. Putnam Plaza Shopping Center The Company, through a wholly-owned subsidiary, owns a 66.67% (noncontrolling) undivided tenancy-in-common interest in the 189,000 square foot Putnam Plaza Shopping Center (“Putnam Plaza”) located in Carmel, New York, which is anchored by a Tops grocery store. Putnam Plaza is subject to a first mortgage payable in the amount of $18.6 million. The mortgage requires monthly payments of principal and interest at a fixed rate of 4.81% and will mature in 2028. 81 Pondfield Road Company The Company’s other investment in an unconsolidated joint venture is a 20% interest in a retail and office building in Westchester County, New York. Equity Method of Accounting The Company accounts for the above investments under the equity method of accounting since it exercises significant influence, but does not control the joint ventures. The other venturers in the joint ventures have substantial participation rights in the financial decisions and operation of the ventures or properties, which preclude the Company from consolidating the investments. The Company has evaluated its investment in the joint ventures and has concluded that the joint ventures are not VIE's. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company’s balance sheet and the underlying equity in net assets of the venture is evaluated for impairment at each reporting period. |
STOCKHOLDERS' EQUITY |
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STOCKHOLDERS' EQUITY | (6) STOCKHOLDERS’ EQUITY Authorized Stock The Company's Charter authorizes 200,000,000 shares of stock. The total number of shares of authorized stock consists of 100,000,000 shares of Class A Common Stock, 30,000,000 shares of Common Stock, 50,000,000 shares of Preferred Stock, and 20,000,000 shares of Excess Stock. Restricted Stock Plan The Company has a Restricted Stock Plan that provides a form of equity compensation for employees of the Company. The Plan, which is administered by the Company's compensation committee, authorizes grants of up to an aggregate of 4,500,000 shares of the Company’s common equity consisting of 350,000 Common shares, 350,000 Class A Common shares and 3,800,000 shares, which at the discretion of the compensation committee, may be awarded in any combination of Class A Common shares or Common shares. During the three months ended January 31, 2019, the Company awarded 137,200 shares of Common Stock and 111,450 shares of Class A Common Stock to participants in the Plan. The grant date fair value of restricted stock grants awarded to participants in 2019 was approximately $4.2 million. A summary of the status of the Company’s non-vested Common and Class A Common shares as of January 31, 2019, and changes during the three months ended January 31, 2019 is presented below:
As of January 31, 2019, there was $17.0 million of unamortized restricted stock compensation related to non-vested restricted stock grants awarded under the Plan. The remaining unamortized expense is expected to be recognized over a weighted average period of 4.9 years. For the three month periods ended January 31, 2019 and 2018 amounts charged to compensation expense totaled $1,060,000 and $975,000, respectively. Share Repurchase Program The Board of Directors of the Company has approved a share repurchase program (“Current Repurchase Program”) for the repurchase of up to 2,000,000 shares, in the aggregate, of Common stock, Class A Common stock and Series G Cumulative Preferred Stock in open market transactions. The Company has repurchased 195,413 shares of Class A Common Stock under the Current Repurchase Program. From the inception of all repurchase programs, the Company has repurchased 4,600 shares of Common Stock and 919,991 shares of Class A Common Stock. Preferred Stock The 6.75% Series G Senior Cumulative Preferred Stock ("Series G Preferred Stock") is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the Company's option on or after October 28, 2019. The holders of our Series G Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Series G Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series G Preferred Stock, together with all of the Company's other series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Series G Preferred Stock will have the right to convert all or part of the shares of Series G Preferred Stock held by such holders on the applicable conversion date into a number of the Company's shares of Class A common stock. Underwriting commissions and costs incurred in connection with the sale of the Series G Preferred Stock are reflected as a reduction of additional paid in capital. The 6.25% Series H Senior Cumulative Preferred Stock ("Series H Preferred Stock") is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the Company's option on or after September 18, 2022. The holders of our Series H Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Series H Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series H Preferred Stock, together with all of the Company's other series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Series H Preferred Stock will have the right to convert all or part of the shares of Series H Preferred Stock held by such holders on the applicable conversion date into a number of the Company's shares of Class A common stock. Underwriting commissions and costs incurred in connection with the sale of the Series H Preferred Stock are reflected as a reduction of additional paid in capital. |
FAIR VALUE MEASUREMENTS |
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FAIR VALUE MEASUREMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | (7) FAIR VALUE MEASUREMENTS ASC Topic 820, “Fair Value Measurements and Disclosures” defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. ASC Topic 820’s valuation techniques are based on observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair value hierarchy:
The Company calculates the fair value of the redeemable noncontrolling interests based on either quoted market prices on national exchanges for those interests based on the Company's Class A Common stock (level 1), contractual redemption prices per share as stated in governing agreements (level 2) or unobservable inputs considering the assumptions that market participants would make in pricing the obligations (level 3). The level 3 inputs used include an estimate of the fair value of the cash flow generated by the limited partnership or limited liability company in which the investor owns the joint venture units capitalized at prevailing market rates for properties with similar characteristics or located in similar areas. Marketable debt and equity securities are valued based on quoted market prices on national exchanges. The fair values of interest rate swaps are determined using widely accepted valuation techniques, including discounted cash flow analysis, on the expected cash flows of each derivative. The analysis reflects the contractual terms of the swaps, including the period to maturity, and uses observable market-based inputs, including interest rate curves (“significant other observable inputs”). The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded, as of October 31, 2018 and January 31, 2019, that the fair value associated with the “significant unobservable inputs” relating to the Company’s risk of non-performance was insignificant to the overall fair value of the interest rate swap agreements and, as a result, the Company has determined that the relevant inputs for purposes of calculating the fair value of the interest rate swap agreements, in their entirety, were based upon “significant other observable inputs”. The Company measures its redeemable noncontrolling interests, marketable equity and debt securities classified as available for sale securities and interest rate swap derivatives at fair value on a recurring basis. The fair value of these financial assets and liabilities was determined using the following inputs (amount in thousands):
Fair market value measurements based upon Level 3 inputs changed (in thousands) from $3,864 at October 31, 2017 to $2,768 at October 31, 2018 as a result of a $1,096 decrease in the redemption value of the Company’s noncontrolling interest in Ironbound in accordance with the application of ASC Topic 810. Fair market value measurements based upon Level 3 inputs changed from $2,768 at October 31, 2018 to $2,533 at January 31, 2019 as a result of a $235 decrease in the redemption value of the Company’s noncontrolling interest in Ironbound in accordance with the application of ASC Topic 810. |
COMMITMENTS AND CONTINGENCIES |
3 Months Ended |
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Jan. 31, 2019 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (8) COMMITMENTS AND CONTINGENCIES In the normal course of business, from time to time, the Company is involved in legal actions relating to the ownership and operations of its properties. In management’s opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company. At January 31, 2019, the Company had commitments of approximately $8.8 million for capital improvements to its properties and tenant-related obligations. |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principles of Consolidation and Use of Estimates | 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 months ended January 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 balance sheet at October 31, 2018 has been derived from audited financial statements at that date. |
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Federal Income Taxes | 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 January 31, 2019. As of January 31, 2019, the fiscal tax years 2015 through and including 2018 remain open to examination by the Internal Revenue Service. There are currently no federal tax examinations in progress. |
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Concentration of Credit Risk | 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. |
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Marketable Securities | 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 three months ended January 31, 2019. The Company did not own any marketable equity securities as of January 31, 2019. The unrealized gain on the Company's marketable equity securities at October 31, 2018 is detailed below (in thousands):
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Derivative Financial Instruments | 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 January 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 January 31, 2019, the Company had approximately $97.3 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 3.74% per annum. As of January 31, 2019 and October 31, 2018, the Company had a deferred liability of $1.9 million and $114,000, respectively (included in accounts payable and accrued expense on the consolidated balance sheets) and a deferred asset of $4.0 million 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. |
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Comprehensive Income | 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 January 31, 2019, accumulated other comprehensive income consisted of net unrealized gains on interest rate swap agreements of $1.6 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. |
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Asset Impairment | 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 January 31, 2019. |
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Acquisition of Real Estate, Capitalization Policy and Depreciation | 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 which do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including acquisition costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in the recognition of goodwill or a bargain purchase gain. The relative fair values used to allocate the cost of an asset acquisition are determined using the same methodologies and assumptions as the Company utilizes to determine fair value in a business combination. The value of tangible assets acquired is based upon our estimation of value on an “as if vacant” basis. The value of acquired in-place leases includes the estimated costs during the hypothetical lease-up period and other costs that would have been incurred in the execution of similar leases under the market conditions at the acquisition date of the acquired in-place lease. We assess the fair value of tangible and intangible assets based on numerous factors, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including the historical operating results, known trends, and market/economic conditions that may affect the property. The values of acquired above and below-market leases, which are included in prepaid expenses and other assets and other liabilities, respectively, are amortized over the terms of the related leases and recognized as either an increase (for below-market leases) or a decrease (for above-market leases) to rental revenue. The values of acquired in-place leases are classified in other assets in the accompanying consolidated balance sheets and amortized over the remaining terms of the related leases. Capitalization Policy: Land, buildings, property improvements, furniture/fixtures and tenant improvements are recorded at cost. Expenditures for maintenance and repairs are charged to operations as incurred. Renovations and/or replacements, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Depreciation: 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:
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Property Held for Sale and Discontinued Operations | 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 January 31, 2019. |
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Revenue Recognition | 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 January 31, 2019 and October 31, 2018, $18,874,000 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 January 31, 2019 and October 31, 2018, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $5,053,000 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. |
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Earnings Per Share | 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):
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Segment Reporting | 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:
Note 1 - Ridgeway did not have any significant expenditures for additions to long lived assets in the three months ended January 31, 2019 or the year ended October 31, 2018.
Note 2 - No other tenant accounts for more than 10% of Ridgeway’s annual base rents in any of the periods presented. Percentages are calculated as a ratio of the tenants' base rent divided by total base rent of Ridgeway.
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Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based compensation plans under the provisions of ASC Topic 718, “Stock Compensation”, which requires that compensation expense be recognized, based on the fair value of the stock awards less estimated forfeitures. The fair value of stock awards is equal to the fair value of the Company’s stock on the grant date. The Company recognizes compensation expense for its stock awards by amortizing the fair value of stock awards over the requisite service periods of such awards. |
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Reclassification | Reclassifications Certain prior period amounts have been reclassified to conform to the current period’s presentation. |
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New Accounting Standards | New Accounting Standards In May 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09 titled “Revenue from Contracts with Customers” and subsequently issued several related ASUs (collectively “ASU 2014-09”). ASU 2014-09 replaces most existing revenue recognition guidance and requires an entity to recognize the amount of revenue which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those years and must be applied retrospectively by either restating prior periods or by recognizing the cumulative effect as of the date of first application. The Company adopted ASU 2014-09 effective November 1, 2018, using the modified retrospective approach. The adoption of ASU 2014-09 did not have an impact on the consolidated financial statements 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. There was no change to previously reported amounts as a result of the adoption of ASU 2014-09. In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 significantly changes the accounting for leases by requiring lessees to recognize assets and liabilities for leases greater than 12 months on their balance sheet. The lessor model stays substantially the same; however, there were modifications to conform lessor accounting with the lessee model, eliminate real estate specific guidance, further define certain lease and non-lease components, and change the definition of initial direct costs of leases requiring significantly more leasing related costs to be expensed upfront. ASU 2016-02 is effective for the Company in the first quarter of fiscal 2020, and requires a modified retrospective transition approach for all leases existing at the date of initial application, with an option to use certain practical expedients for those existing leases. We are evaluating the impact that ASU 2016-02 will have on our consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. 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, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The Company adopted ASU 2016-01 on November 1, 2018 and as a result adjusted the opening balance of cumulative distributions in excess of net income and reduced accumulated other comprehensive income by $569,000 representing the amount of unrealized gains on marketable securities classified as available-for-sale as of the date of adoption. The Company has evaluated all other new ASU's issued by FASB, and has concluded that these updates do not have a material effect on the Company's consolidated financial statements as of January 31, 2019. |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Marketable Securities | The Company did not own any marketable equity securities as of January 31, 2019. The unrealized gain on the Company's marketable equity securities at October 31, 2018 is detailed below (in thousands):
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Property, Plant and Equipment, Estimated Useful Lives | Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:
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Reconciliation between Basic and Diluted EPS | The following table sets forth the reconciliation between basic and diluted EPS (in thousands):
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Major Customers by Reporting Segments |
Note 1 - Ridgeway did not have any significant expenditures for additions to long lived assets in the three months ended January 31, 2019 or the year ended October 31, 2018.
Note 2 - No other tenant accounts for more than 10% of Ridgeway’s annual base rents in any of the periods presented. Percentages are calculated as a ratio of the tenants' base rent divided by total base rent of Ridgeway. |
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Segment Reporting Information by Segment |
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REAL ESTATE INVESTMENTS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||
REAL ESTATE INVESTMENTS [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Price Adjustments for Properties Acquired | The financial information set forth below summarizes the Company’s purchase price allocation for the property acquired during the three months ended January 31, 2019 (in thousands).
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CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable Non-controlling Interests | The following table sets forth the details of the Company's redeemable non-controlling interests for the three months ended January 31, 2019 and the fiscal year ended October 31, 2018 (amounts in thousands):
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INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments in and Advances to Unconsolidated Joint Ventures | At January 31, 2019 and October 31, 2018 investments in and advances to unconsolidated joint ventures consisted of the following (with the Company’s ownership percentage in parentheses) (amounts in thousands):
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STOCKHOLDERS' EQUITY (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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STOCKHOLDERS' EQUITY [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-vested Common and Class A Common Shares | A summary of the status of the Company’s non-vested Common and Class A Common shares as of January 31, 2019, and changes during the three months ended January 31, 2019 is presented below:
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FAIR VALUE MEASUREMENTS (Tables) |
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FAIR VALUE MEASUREMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Assets and Liabilities | The Company measures its redeemable noncontrolling interests, marketable equity and debt securities classified as available for sale securities and interest rate swap derivatives at fair value on a recurring basis. The fair value of these financial assets and liabilities was determined using the following inputs (amount in thousands):
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ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Business (Details) ft² in Millions |
3 Months Ended |
---|---|
Jan. 31, 2019
ft²
Property
| |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Number of properties the Company owned or had equity interest in | Property | 85 |
Gross leasable area of properties the Company owned or had equity interest in | ft² | 5.3 |
Minimum real estate trust taxable income required to be distributed for REIT to be nontaxable | 90.00% |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Federal Income Taxes (Details) |
3 Months Ended |
---|---|
Jan. 31, 2019 | |
Minimum [Member] | |
Federal Income Taxes [Abstract] | |
Tax years remaining open to examination by Internal Revenue Service | 2015 |
Maximum [Member] | |
Federal Income Taxes [Abstract] | |
Tax years remaining open to examination by Internal Revenue Service | 2018 |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Marketable Securities (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Jan. 31, 2019 |
Jan. 31, 2018 |
Oct. 31, 2018 |
|
Marketable Securities [Abstract] | |||
Marketable Securities, Gain (Loss) | $ (403) | $ 0 | |
REIT Securities [Member] | |||
Marketable Securities [Abstract] | |||
Fair market value | $ 5,567 | ||
Cost basis | 4,998 | ||
Unrealized gain/(loss) | 569 | ||
Gross unrealized gains | 569 | ||
Gross unrealized (loss) | $ 0 |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Derivative Financial Instruments (Details) - Interest Rate Swap [Member] - Mortgage Loan [Member] - USD ($) $ in Thousands |
Jan. 31, 2019 |
Oct. 31, 2018 |
---|---|---|
Derivative Financial Instruments [Abstract] | ||
Mortgage loans subject to interest rate swap | $ 97,300 | |
Average fixed annual rate on interest rate swap | 3.74% | |
Deferred liabilities relating to fair value of interest rate swap | $ 1,900 | $ 114 |
Deferred assets relating to fair value of interest rate swap | $ 4,000 | $ 7,000 |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Comprehensive Income (Details) - USD ($) |
Jan. 31, 2019 |
Oct. 31, 2018 |
---|---|---|
Comprehensive Income [Abstract] | ||
Net unrealized gains (losses) on marketable equity securities included in accumulated other comprehensive income | $ 569,000 | |
Net unrealized gains (losses) on interest rate swap agreements included in accumulated other comprehensive income | $ 1,600,000 | $ 6,900,000 |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Depreciation (Details) |
3 Months Ended |
---|---|
Jan. 31, 2019 | |
Buildings [Member] | Minimum [Member] | |
Depreciation [Abstract] | |
Estimated useful life | 30 years |
Buildings [Member] | Maximum [Member] | |
Depreciation [Abstract] | |
Estimated useful life | 40 years |
Property Improvements [Member] | Minimum [Member] | |
Depreciation [Abstract] | |
Estimated useful life | 10 years |
Property Improvements [Member] | Maximum [Member] | |
Depreciation [Abstract] | |
Estimated useful life | 20 years |
Furniture/Fixtures [Member] | Minimum [Member] | |
Depreciation [Abstract] | |
Estimated useful life | 3 years |
Furniture/Fixtures [Member] | Maximum [Member] | |
Depreciation [Abstract] | |
Estimated useful life | 10 years |
Tenant Improvements [Member] | |
Depreciation [Abstract] | |
Estimated useful life | Shorter of lease term or their useful life |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Revenue Recognition (Details) - USD ($) |
Jan. 31, 2019 |
Oct. 31, 2018 |
---|---|---|
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Straight-line rents receivable | $ 18,874,000 | $ 18,375,000 |
Tenants receivable, allowance for doubtful accounts | $ 5,053,000 | $ 4,800,000 |
Allowance of doubtful accounts against tenants receivables, percentage of deferred straight-line rents receivable | 10.00% |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, New Accounting Standards (Details) |
Jan. 31, 2019
USD ($)
|
---|---|
Accounting Standards Update 2016-01 [Member] | Cumulative Distributions in Excess of Net Income [Member] | |
New Accounting Standards [Abstract] | |
Cumulative Effect of New Accounting Principle in Period of Adoption | $ (569,000) |
REAL ESTATE INVESTMENTS (Details) |
3 Months Ended | |
---|---|---|
Jan. 31, 2019
USD ($)
ft²
|
Jan. 31, 2018
USD ($)
|
|
Business Acquisition [Line Items] | ||
Amortization of above-market and below-market leases | $ 135,000 | $ 107,000 |
Lakeview Shopping Center [Member] | ||
Business Acquisition [Line Items] | ||
Purchase price of property acquired | $ 12,000,000 | |
Area of real estate property acquired | ft² | 177,000 | |
Land | $ 2,025,000 | |
Building and improvements | 10,620,000 | |
Estimated additional improvement costs to Lakeview Property | 8,000,000 | |
Additional improvements to property already incurred | 3,200,000 | |
Lakeview Shopping Center [Member] | In-Place Leases [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 772,000 | |
Intangible liabilities | 0 | |
Lakeview Shopping Center [Member] | Above/Below-Market Leases [Member] | ||
Business Acquisition [Line Items] | ||
Intangible assets | 459,000 | |
Intangible liabilities | $ 1,123,000 |
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions |
3 Months Ended |
---|---|
Jan. 31, 2019
USD ($)
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COMMITMENTS AND CONTINGENCIES [Abstract] | |
Commitments for capital improvements to properties and tenant related obligations | $ 8.8 |
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