8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 11, 2021

URSTADT BIDDLE PROPERTIES INC

(Exact Name of Registrant as Specified in Its Charter)

001-12803

(Commission File Number)

Maryland	04-2458042
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

321 RAILROAD AVENUE

GREENWICH, Connecticut 06830

(Address of principal executive offices, including zip code)

(203) 863-8200

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	UBP	New York Stock Exchange
Class A Common Stock, par value $.01 per share	UBA	New York Stock Exchange
6.25% Series H Cumulative Preferred Stock	UBPPRH	New York Stock Exchange
5.875% Series K Cumulative Preferred Stock	UBPPRK	New York Stock Exchange
Common Stock Rights to Purchase Preferred Shares	N/A	New York Stock Exchange
Class A Common Stock Rights to Purchase Preferred Shares	N/A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

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

Item 7.01           Regulation FD Disclosure.

On March 11, 2021, Urstadt Biddle Properties Inc. (the “Company”) posted on its website, at www.ubproperties.com, a presentation deck which is attached as Exhibit 99.1. The information furnished under this item 7.01, including Exhibit 99.1 incorporated by reference herein, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act, or the Exchange Act.

Item 9.01          Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable.

(d) The following exhibit is furnished as part of this report:

Investor Presentation is filed as Exhibit 99.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:   March 11, 2021	URSTADT BIDDLE PROPERTIES INC.
	(Registrant)
	/s/ John T. Hayes
	John T. Hayes
	Senior Vice President & Chief Financial Officer

EX-99.1

EXHIBIT 99.1

 Investor Presentation   March 2021   

 Forward-looking Statements and Non-GAAP Financial Measures  Some of the statements in this presentation constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements can generally be identified by such words as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “seek”, “should”, “will” or variations of such words or other similar expressions and the negatives of such words. All statements included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), business strategies, expansion and growth of our operations and other such matters, are forward-looking statements. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate. Such statements are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, performance or achievements, financial and otherwise, may differ materially from the results, performance or achievements expressed or implied by the forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to: negative impacts from the continued spread of COVID-19, including on the U.S. or global economy or on our business, financial position or results of operations; economic and other market conditions, including real estate and market conditions, that could impact us, our properties or the financial stability of our tenants; consumer spending and confidence trends, as well as our ability to anticipate changes in consumer buying practices and the space needs of tenants; our relationships with our tenants and their financial condition and liquidity; any difficulties in renewing leases, filling vacancies or negotiating improved lease terms; the inability of our properties to generate increased, or even sufficient, revenues to offset expenses, including amounts we are required to pay to municipalities for real estate taxes, payments for common area maintenance expenses at our properties and salaries for our management team and other employees; the market value of our assets and the supply of, and demand for, retail real estate in which we invest; risks of real estate acquisitions and dispositions, including our ability to identify and acquire retail real estate that meet our investment standards in our markets, as well as the potential failure of transactions to close; risks of operating properties through joint ventures that we do not fully control; financing risks, such as the inability to obtain debt or equity financing on favorable terms or the inability to comply with various financial covenants included in our Unsecured Revolving Credit Facility (the "Facility") or other debt instruments we currently have or may subsequently obtain, as well as the level and volatility of interest rates, which could impact the market price of our common stock and the cost of our borrowings; environmental risk and regulatory requirements; risks related to our status as a real estate investment trust, including the application of complex federal income tax regulations that are subject to change; legislative and regulatory changes generally that may impact us or our tenants; as well as other risks identified in our Annual Report on Form 10-K for the fiscal year ended October 31, 2020 under Item 1A. Risk Factors and in the other reports filed by the Company with the Securities and Exchange Commission (the “SEC”).This presentation may include references to certain non-GAAP financial measures.  Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures can be found in the Company’s earnings press releases and SEC reports, which are available on our website at www.ubproperties.com. 

 Today’s Presenters  John T. HayesSenior V.P. and Chief Financial Officer  Willing L. BiddlePresident and Chief Executive Officer 

 Company Overview  ~84% of GLA anchored by grocery / pharmacy / wholesale club  Strong balance sheet and liquidity profile  Attractive dividend yield (3.5% as of March 2, 2021)  81 properties with a total of 5.2 million Gross Leasable Area (GLA)  Concentration on quality suburban markets outside New York City  Valley Ridge Shopping Center, Wayne NJ  DeCicco’s Plaza, Eastchester NY  The premier grocery anchored shopping center REIT in the suburban NY Metro Area 

 One of the strongest demographic profiles among public shopping center REITsThe median household income within a 3-mile radius of UBA’s properties is ~70% higher than the national average median household income. This metric is one of the highest of all retail REITsHigh barrier to entry and high cost marketsLimited supply in the Company’s dense and developed core markets  Focused Portfolio In Suburban Tri-State Area  County  % of UBA GLA  # Households  Avg. household income  Fairfield   33%  344,687   $154,055   Westchester  21%  356,232  159,264  Putnam  10%  35,031  145,821  Bergen   9%  344,059  153,494  Litchfield  6%  73,775  106,322  U.S. median      $96,765   Percentage of Portfolio in Super Zips(a)  Note: Demographics represent a 3-mile radius of UBA properties. U.S. zip codes in the 95th percentile based on education and income based on property sq. ft.Source: SNL, Company data  (21%)  (4%)  (10%)  (33%)  (<1%)  (2%)  (9%)  (3%)  (5%)  (3%)  (6%)  (2%)  (% of GLA) 

 Attractive Sub-Market Demographics  Assets are located in affluent communities with high barriers to entry and compelling demographics  Note: Mean state household income represents 2020. UBA data as of January 31, 2021. Source: Company filings, SNL 

 Concentration In Strongest Leasing Markets  Note: UBA data as of January 31, 2021. Peer data as of December 31, 2020. Source: Company filings  Average Base Rent per Square Foot 

   Westchester County, NY, Median Home Sales Price    October 12, 2020    July 12, 2020    October 19, 2020  Suburban Revival Due To COVID-19 Benefitting Our Communities  Fairfield County, CT, Median Home Sales Price  COVID-19 driving influx of affluent families and shoppers to our communities  Source: The Wall Street Journal, Bloomberg, Douglas Elliman Research        Q4’20 YoY increase: +31%  Q4’20 YoY increase: +15%             

 Strong Tenant Base – Focus on Grocery Anchored & Internet Resistant  The portfolio currently consists of ~84% supermarket / pharmacy / wholesale club anchored centers76% of ABR leased to internet resistant tenants   Top Tenants  Number of leases  % of Total Annual Base Minimum Rents    8  8.2%    10  4.7%    6  3.4%  .  3  2.8%    4  2.6%    3  2.0%    3  1.6%    3  1.4%    2  1.2%    4  1.1%  Total  46  29.0%  Note: Top Tenants and Lease Expiration data as of October 31, 2020. Internet Resistance as of January 31, 2021. Leases include a lease with Bed Bath & Beyond, as well as separate leases with Christmas Tree Shops and Harmon Cosmetics.2021 figure represents lease expirations from November 1, 2020 to October 31, 2021 and month-to-month leases. 47% of leased square feet expiring in 2022 represent 4 grocery store leases with renewal options that we expect the tenants to exercise, as well as the lease with Christmas Tree Shop that also has renewal options. 47% of leased square feet expiring in 2023 represent 3 grocery store leases and one wholesale club with renewal options that we expect the tenants to exercise, as well as the lease with Bed Bath & Beyond that also has renewal options.  Lease Expiration Schedule(b,c)  % of UBA Annual Base Rent  (a) 

 Dividend Performance  204 uninterrupted quarterly dividend payments Sustainable payout ratio – 88% average FFO payout ratio over last 10 years  51 consecutive years of uninterrupted dividends    Q1’20  Q2’20  Q3’20  Q4’20  Q1’21  Current yield  UBP  $0.25  $0.06  $0.13  $0.13  $0.13(b)  3.6%  UBA  $0.28  $0.07  $0.14  $0.14  $0.14(b)  3.5%                WRI   $0.40   $0.18   $0.18   $0.18   $0.30   4.8%  WSR   $0.29   $0.11   $0.11   $0.11   $0.11   4.7%  BRX   $0.29   Suspended   --   $0.22   $0.22   4.4%  REG   $0.60   $0.60   $0.60   $0.60   $0.60   4.4%  FRT   $1.05   $1.05   $1.06   $1.06   $1.06   4.2%  KIM   $0.28   Suspended   $0.10   $0.16   $0.17   3.7%  UE   $0.22   Suspended   --   --   $0.15   3.7%  KRG   $0.32   $0.05   $0.08   $0.15   $0.17   3.6%  SITC   $0.20   Suspended   --   $0.05   $0.11   3.4%  AKR   $0.29   Suspended   --   --   $0.15   3.2%  ROIC   $0.20   Suspended   --   --   $0.11   2.8%  RPT   $0.22   Suspended   --   --   $0.08   2.8%  RPAI   $0.17   Suspended   $0.05   $0.06   $0.06   2.3%  Recent Sector Dividend Summary(a)  Strong Annual Dividend Growth (pre-COVID-19)  Dividend data includes common quarterly dividends only and is based on the calendar quarter in which the dividend was announced. Market data as of March 2, 2021.Illustrative based on the most recent quarterly dividend announcement in December 2020. The next quarterly dividend is expected to be determined on March 17, 2021.  Source: Company filings, SNL 

 Company Update and Strategy Amid COVID-19  At current levels of collections, Company comfortably covers fixed costs and preferred dividends, with remaining cash flow used for dividends on common shares  of consolidated portfolio leased  90%  of tenants open and operating  99%   of ABR designated as an essential business  71%  of total Q1 ‘21 base rent collected  90%  of ABR granted abatement relief  ~4%  Key Statistics as of January 31, 2021  Steps Taken and Strategy  Seamlessly transitioned employees to remote working from March – May 2020Provided tenants ample resources and guidance through online portal to aid in accessing governmental financial support Launched program dedicating parking spots for curbside pick-up for use by tenants and their customersEvaluate relief requests on case-by-case basis to arrive at optimal outcome for tenant and landlord  “…our top priority is to work with all of our tenants to make sure their businesses survive and thrive coming out the other side of this pandemic” – Willing Biddle 

 Portfolio CompositionABR Exposure by Category  Portfolio Composition(% of ABR)  Exposure by Category(% of ABR)  Note: As of January 31, 2021.     Internet Resistant    Potential Risk    Higher Risk    Internet Resistance 

 Operational UpdateTenant Operating Status  Tenant Operations(% of ABR)  Tenants Open by Category(% of ABR)  Note: As of January 31, 2021. 

 Operational UpdateTenant Composition and Collections  Note: As of January 31, 2021. Base rent collections as of February 22, 2021.   Tenant Composition (% of ABR)  Base Rent Collections (% of ABR) 

 Operational UpdateJanuary Base Rent Collections  January Base Rent Collection  January Base Rent Collections by Category  Note: As of January 31, 2021. 

     Operational UpdateConsolidated Portfolio Relief Agreements  78%  Deferral Repayments by Year  Relief Request Progress (out of ~870 tenants)  Note: As of January 31, 2021.  Requests subsequently withdrawn  Requests completed  Deferral & Abatement Summary  Average Deferral Term (months)  9.0  Total Deferred Rent ($mm)  $3.8  Total Abated Rent ($mm)  $3.4  Deferrals: 3.9% of ABR  Abatements:3.5% of ABR  19  266 

 Key Elements of Urstadt’s Financial Strategy  Maintain a conservative balance sheet with low leverage and ample liquidityTotal debt to total assets of 33%(a)Fixed charge coverage ratio of 3.3xSmall mortgage rollover risk 2021: None2022: $49.5 million2023: NoneMatch long-term assets with long-term fixed rate debt or equity fundingMaintain access to diverse sources of capital including:Short-term bank credit line increased to $100 million in capacity in fiscal 2016 ($150 million with accordion)Long-term non-recourse fixed rate mortgagesCommon and preferred equityMaintain stable dividend with sustainable FFO payout ratio  Total capitalization  Note: Market data as of March 2, 2021.Based on the current capitalization as of January 31, 2021. 

 Long-Term Debt Maturity Schedule  ($ in millions)  Note: As of January 31, 2021. Includes unconsolidated debt obligations. 

 Commitment to Corporate Responsibility          At Urstadt Biddle Properties Inc., we are committed to creating long-term value for our stockholders, while serving our communities, investing in our people and positively impacting the environment. Some of the activities undertaken by the Company include:  Providing department-specific training, access to online training seminars and opportunities to participate in industry conferences and UrstadtversityCommitment to the full inclusion of all qualified employees and applicantsFocusing on creating a workplace that values employee health and safetyIntroducing the next generation of real estate leadersProviding annual reviews and regular feedback to assist in employee development  Looking for opportunities to sponsor community-building events and contribute to the vitality of the neighborhoods the Company servesRollout of curbside pickup at its shopping centers to enhance the safety of customers during the COVID-19 pandemicRegular inspections of shopping centers by its property managers to address any potential safety issuesContributing to the local economy by partnering with local contractors on local projects when possible  Maintaining and adhering to Corporate Governance GuidelinesRequiring vendors to complete a vendor questionnaire and make key governance and operational representationsFocusing on cybersecurity, with oversight by the Board and circulation of quarterly updates on best practices to employeesAligning the interests of its executives and shareholders by emphasizing long-term stock ownership and incentives in executive compensationMaintaining and adhering to the Company’s Code of Business Conduct and Ethics  Striving to reduce the impact on climate change by reducing its carbon footprint through the generation and use of solar powerMaintaining wetlands in accordance with regulatory guidanceHelping customers reduce their impact on climate change by making electric vehicle charging stations available at its propertiesIncorporating best practices in water managementUsing native plants and pollinators at its properties  Our People  Our Communities  Environmental Stewardship  Ethics and Governance   

XML

Document and Entity Information	Mar. 11, 2021
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 11, 2021
Entity Registrant Name	URSTADT BIDDLE PROPERTIES INC
Entity Incorporation, State or Country Code	MD
Entity File Number	001-12803
Entity Tax Identification Number	04-2458042
Entity Address, Address Line One	321 RAILROAD AVENUE
Entity Address, City or Town	GREENWICH
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06830
City Area Code	203
Local Phone Number	863-8200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001029800
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	UBP
Security Exchange Name	NYSE
Common Class A [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $.01 per share
Trading Symbol	UBA
Security Exchange Name	NYSE
6.25% Series H Cumulative Preferred Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	6.25% Series H Cumulative Preferred Stock
Trading Symbol	UBPPRH
Security Exchange Name	NYSE
5.875% Series K Cumulative Preferred Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	5.875% Series K Cumulative Preferred Stock
Trading Symbol	UBPPRK
Security Exchange Name	NYSE
Common Stock Rights to Purchase Preferred Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock Rights to Purchase Preferred Shares
Trading Symbol	N/A
Security Exchange Name	NYSE
Class A Common Stock Rights to Purchase Preferred Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Class A Common Stock Rights to Purchase Preferred Shares
Trading Symbol	N/A
Security Exchange Name	NYSE