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): June 8, 2022

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 June 8, 2022, 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:   June 8, 2022	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   June 2022 

 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, as well as inflationary pressures, 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, 2021 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. Hayes  Senior V.P. and   Chief Financial Officer  Willing L. Biddle  President and   Chief Executive Officer 

 Company Overview  ~87% of GLA anchored by grocery / pharmacy / wholesale club  Strong balance sheet and liquidity profile  Attractive dividend yield   (5.53% as of June 3, 2022)  77 properties with a total of 5.3 million Gross Leasable Area (GLA)  Concentration on quality suburban markets outside New York City  Arcadian Shopping Center, Ossining NY  Applebee’s Plaza, Riverhead NY  The premier grocery anchored shopping center REIT in the suburban NY Metro Area 

 Purchase price  $33.6mm  Ownership structure  Fee simple  Ownership %  100%  Purchase price / sq. ft.   $181  Size (GLA)  186,000 sq. ft.  Acquisition Program Back On Track  (10%)  (2%)  (8%)  Shelton Square Shopping Center, Shelton CT  Anchor Tenants  Urstadt Biddle acquires Shelton Square Shopping Center 

 One of the strongest demographic profiles among public shopping center REITs  The median household income within a 3-mile radius of UBA’s properties is ~63% higher than the national average median household income. This metric is one of the highest of all retail REITs  High barrier to entry and high-cost markets  Limited supply in the Company’s dense and developed core markets  Focused Portfolio In Suburban Tri-State Area  County  % of UBP 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  7%   73,775   106,332  U.S. average  $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%)  (2%)  (1%)  (9%)  (3%)  (4%)  (3%)  (7%)  (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 2021 data. UBA data as of April 30, 2022. Peer data as of March 31, 2022.  Source: Company filings, SNL 

 Strong Tenant Base – Focus on Grocery Anchored & Internet Resistant  The portfolio currently consists of ~87% supermarket / pharmacy / wholesale club anchored centers  76% of ABR leased to internet resistant tenants   Top Tenants  Number of leases  % of Total Annual Base Minimum Rents  8  8.3%  10  4.8%  6  3.9%  .  5  3.4%  3  2.0%   2(a)  1.7%   3(b)  1.6%  3  1.4%  4  1.2%  2  1.2%  Total  46  29.5%  Note: Top Tenants and Lease Expiration data as of October 31, 2021. Internet Resistance as of April 30, 2022.   Leases include a lease with Bed Bath & Beyond, as well as a separate lease with Harmon Cosmetics.  Leases include a shadow anchored BJ’s that leases a parking lot and a BJ’s gas station.   Internet-resistant tenant base includes tenants with a focus on food and everyday need-based retail products. Annual base rent (ABR) reflects LOIs and signed leases as of May 17, 2022. Based on in-place ABR at 100% share.  2022 represents lease expirations from November 1, 2021 to October 31, 2022 and month-to-month leases.  20% of leased square feet expiring in 2022 represent 3 grocery store leases with renewal options that the tenants have exercised. 38% of leased square feet expiring in 2023 represent 3 grocery store leases and one wholesale club with renewal options that the tenants have exercised.  Lease Expiration Schedule(d,e)  % of UBA Annual Base Rent(c) 

 Concentration In Strongest Leasing Markets  Note: UBA data as of April 30, 2022. Peer data as of March 31, 2022.   Source: Company filings  Average Base Rent per Square Foot 

 Percent of portfolio leased  Proven Leasing Ability  Average 94%  Note: As of October 31, 2021. Includes UBA’s unconsolidated joint ventures. 

 Portfolio CompositionABR Exposure by Category  Portfolio Composition  (% of ABR)  Exposure by Category  (% of ABR)  Note: Data as of April 30, 2022. ABR reflects LOIs and signed leases as of May 17, 2022. Based on in-place ABR at 100% share.    

 Operational UpdateTenant Composition  Note: As of January 31, 2022.   Tenant Composition (% of ABR) 

 Urstadt Biddle Foot Traffic Now Exceeds Pre-Covid Levels  Note: Data represents number of visits.  Source: Company data  Urstadt Biddle Portfolio Foot Traffic  % monthly growth vs. 2019:  6%  13%   (17%)   (50%)   (36%)   (21%)   (13%)   (14%)   (10%)   (7%)   (13%)   (10%)   (4%)   (8%)   4%  8%  9%   8%   9%   6%  8%  17%  10%  12% 

 Predictable Revenue and FFO Drive Stable Cash Flow  ($ in millions)  2000 – 2021 CAGR = 7.0%  2000 – 2021 CAGR = 6.9%  Revenue  FFO 

 Dividend Performance  210 uninterrupted quarterly dividend payments   Sustainable payout ratio – 83% average FFO payout ratio over the last 10 years  52 consecutive years of uninterrupted dividends  Current Dividend as % of Q1 2020(a)  Strong Annual Dividend Growth (pre-COVID-19)  Note: Market data as of 6/3/2022.  The Company’s fiscal year is November 1st through October 31st. All other REITs presented in the table have calendar-based fiscal years. Therefore, the dividend data presented for the Company reflects the fiscal quarter just completed, but paid or to be paid in the following quarter. For all other REITs, the dividend data presented reflects the fiscal quarter in which the dividend was declared. Assumes BFS dividends to be the same as the prior quarter.  Source: Company filings, SNL  5.5%  5.5%  4.8%  3.7%  3.8%  3.8%  3.5%  3.5%  4.1%  3.4%  2.9%  4.4%  3.1%  4.0%  Current Yield: 

 Long Term Shareholder Value Creation  Note: Data as of June 3, 2022  Source: SNL  20-year total return  UBA  364%  UBP  278%  S&P 500  487%  Dow Jones Equity All REIT  553%  Dow Jones U.S. Real Estate Strip Centers  214% 

 Key Elements of Urstadt’s Financial Strategy  Maintain a conservative balance sheet with low leverage and ample liquidity  Total debt to total assets of 31.7%(a)  Fixed charge coverage ratio of 3.6x(b)  Small mortgage rollover risk(c)   2022: None  2023: None  2024: $19.8 million  2025: $88.1 million  Match long-term assets with long-term fixed rate debt or equity funding  Maintain access to diverse sources of capital including:  Short-term bank credit line increased to $125 million in capacity in fiscal 2021 ($175 million with accordion)  Long-term non-recourse fixed rate mortgages  Common and preferred equity  Maintain stable dividend with sustainable FFO payout ratio  Total capitalization  Note: Market data as of June 3, 2022.  Based on the current capitalization as of April 30, 2022.  As of April 30, 2022.  Based on fiscal year ending October 31.  Includes $63.9 million of redeemable non-controlling interests.  (d)  The Dock: 2/1/2022  New mortgage : $35.0mm  Old mortgage : $22.8mm  New mortgage fixed interest rate : 3.0525%  Old mortgage interest rate : 4.85% 

 Capital Initiatives   In September 2021, we entered into a purchase and sale agreement to sell our property located in Chester, NJ to an unrelated third party for a sale price of $1.96 million as that property no longer met our investment objectives. In accordance with ASC Topic 360-10-45, the property met all the criteria to be classified as held for sale in the fourth quarter of fiscal 2021, and accordingly the Company recorded a loss on property held for sale of $342,000, which loss was included in continuing operations in the consolidated statement of income for the year ended October 31, 2021. This loss has been added back to our FFO as discussed below in this Item 2. The amount of the loss represented the net carrying amount of the property over the fair value of the asset less estimated cost to sell. In December 2021, the Chester Property sale was completed and we realized an additional loss on sale of property of $8,000, which loss is included in continuing operations in the consolidated statement of income for the six months ended April 30, 2022.  In November 2021, we redeemed 59,819 units of UB High Ridge, LLC from a noncontrolling members. The total cash price paid for the redemptions were $1.4 million. As a result of the redemptions, our ownership percentage of High Ridge increased to 26.9% from 24.6% at October 31, 2021.  In December 2021, we refinanced our existing $6.5 million first mortgage payable secured by our Boonton, NJ property. The new mortgage has a principal balance of $11 million and requires payments of principal and interest at a fixed interest rate of 3.45%. The new mortgage matures in November 2031.  In February 2022, we sold one-free standing restaurant retail property located in Bloomfield, NJ, as that property no longer met our investment objectives. The property was sold for $1.8 million and we will record a gain on sale of property in our second quarter of fiscal 2022 in the approximate amount of $550,000.  In February 2022, we refinanced our existing $22.8 million first mortgage secured by our Stratford, CT property. The new mortgage has a principal balance of $35.0 million, has a term of 10 years, and requires payments of principal and interest at a variable rate based on the Secured Overnight Financing Rate (“SOFR”), plus an applicable spread. Concurrent with entering into the mortgage, we entered into an interest rate swap agreement with the lender as the counterparty, which converts the variable rate based on SOFR to a fixed rate of interest totaling 3.0525% per annum.  In February 2022, we purchased for $33.6 million, a 186,000 square foot grocery-anchored shopping center located in Shelton, CT. We funded the purchase price with available cash and a $20 million borrowing on our Facility.  In March 2022, we sold one-free standing restaurant retail property located in Unionville, CT, as that property no longer met our investment objectives. The property was sold for $950,000 and we recorded a gain on sale of property in our second quarter of fiscal 2022 in the approximate amount of $203,000.  In March 2022, we redeemed the remaining units of UB New City, LLC from the noncontrolling member. The total cash price paid for the redemption was $502,000. As a result of the redemption, we now own 100% of the entity.   In March 2022, we repaid our first mortgage secured by our Passaic, NJ property in the amount of $3.1 million with available cash.  New transactions: Full Draft 6.3.2022 p 36 

 Shopping Center Retail Capitalization  Note: Equity values as of June 3, 2022. Equity value for Urstadt Biddle is based on UBA and UBP trading prices. Debt capitalization is as of January 31, 2022 except Urstadt Biddle, which is as of April 30, 2022.  Source: Company filings, FactSet 

 Operating results   Funds from operations(a)  Same property net operating income(b)  Note: As of April 30, 2022. See non-GAAP reconciliations on slide 21.   Management has adopted the definition suggested by The National Association of Real Estate Investment Trusts (“NAREIT”) and defines FFO to mean net income (computed in accordance with GAAP) excluding gains or losses from sales of property, plus real estate-related depreciation and amortization and after adjustments for unconsolidated joint ventures.  Same Property NOI excludes from Net Operating Income (“NOI”) properties that have not been owned for the full periods presented. The most directly comparable GAAP financial measure to NOI is operating income. To calculate NOI, operating income is adjusted to add back depreciation and amortization, general and administrative expense, interest expense, amortization of above and below-market lease intangibles and to exclude straight-line rent adjustments, interest, dividends and other investment income, equity in net income of unconsolidated joint ventures, and gain/loss on sale of operating properties.   21.7%  4.7% 

 Reconciliation of Net Income Available to Common and Class A Common Stockholders to Funds From Operations  Six Months Ended April 30,  Three Months Ended April 30,  2022  2021  2022  2021  Net Income Applicable to Common / Class A Stockholders  $12,506   $9,100      $7,109   $4,621                     Real property depreciation  11,622   11,461      5,884   5,759   Amortization of tenant improvements and allowances  2,123   2,352      1,132   1,037   Amortization of deferred leasing costs  936   846      539   370   Depreciation and amortization on unconsolidated JV  746   750      371   375   (Gain)/loss on sale of property  (768)  (406)     (766)  (434)                    FFO Applicable to Common / Class A Stockholders  $27,165   $24,103      $14,269   $11,728   Funds from Operations (Diluted) Per Share:                 Common  $0.64   $0.56     $0.33  $0.27  Class A Common                $0.70   $0.63     $0.37  $0.31   Weighted Average Number of Shares Outstanding (Diluted):                 Common and Common Equivalent  9,751  9,498     9,793  9,603  Class A Common and Class A Common Equivalent  29,800  29,667     29,831  29,764  Non-GAAP Reconciliations   Same Property Operating Results:  Six Months Ended April 30,  Three Months Ended April 30,  2022  2021  Δ  2022  2021  Δ  Number of Properties     72     72                 Revenue:              Base Rent      $49,601   $49,924   (1%)     $25,053   $25,759   (3%)  Uncollectable amounts in lease income-same property     (152)  (1,379)  (89%)     (39)  (725)  (95%)  ASC Topic 842 cash-basis lease income reversal-same property     (10)  (1,855)  (99%)     49   (856)  (106%)  Recoveries from tenants     17,429   18,612   (6%)     8,158   8,767   (7%)  Other property income     1,130   226   400%      794   178   346%         67,998   65,528   4%      34,015   33,123   3%   Expenses:                          Property operating     7,802   7,720   1%      3,997   3,920   2%   Property taxes     11,677   11,698   (0%)     5,768   5,872   (2%)  Other non-recoverable operating expenses     962   1,016   (5%)     466   618   (25%)        20,441   20,434   -      10,231   10,410   (2%)                             Same Property Net Operating Income     47,557  45,094  5%      23,784   22,713   5%   Reconciliation of Same Property NOI to Most Directly Comparable GAAP Measure:  Six Months Ended April 30,  Three Months Ended April 30,  2022  2021   Δ  2022  2021   Δ  Other reconciling items:           Other non same-property NOI  750   750         754  351     Other Interest income  286   231         161  123     Other Dividend Income  -  -        -  -     Consolidated lease termination income  60   704         32  -     Consolidated amortization of above and below market leases  396   289         222  179     Consolidated straight line rent income  (55)  (2,331)        (60)  (1,763)     Equity in net income of unconsolidated JV  590   660         323  310     Taxable REIT subsidiary income/(loss)  (135)  254         (321)  (126)     Solar income/(loss)  (292)  (247)        (81)  (93)     Storage income/(loss)  1,001   445         475  192     Unrealized holding gains during the periods  -  -        -  -     Gain on sale of marketable securities  -  -        -  -     Interest expense  (6,564)  (6,733)        (3,262)  (3,341)     General and administrative expenses  (5,188)  (4,737)        (2,508)  (2,093)     Uncollectable amounts in lease income  (152)  (1,379)        (39)  (725)     Uncollectable amounts in lease income-same property  152   1,379         39   725      ASC Topic 842 cash-basis lease income reversal  (10)  (1,892)        77   (893)     ASC Topic 842 cash-basis lease income reversal-same property  10   1,855         (49)  856      Directors fees and expenses  (201)  (198)        (94)  (89)     Depreciation and amortization  (14,716)  (14,710)        (7,572)  (7,192)     Adjustment for intercompany expenses and other  (3,112)  (2,078)        (1,223)  (610)                             Total other -net  ($27,180)  ($27,738)        ($13,126)  (14,189)     Income from continuing operations  20,377   17,356   17%     10,658   8,524   25%  Gain (loss) on sale of real estate  768   406         766   434      Net income  $21,145   $17,762   19%     $11,424   8,958   28%  Net income attributable to noncontrolling interests  (1,814)  (1,837)        (903)  (925)     Net income attributable to Urstadt Biddle Properties Inc.  $19,331   $15,925   21%     $10,521   8,033   31%                                                  Same Property Operating Expense Ratio   89.5%  95.8%  (6%)     83.5%   89.5%   (6%)  Note: Dollars in thousands.  

 

 

XML

Document and Entity Information	Jun. 08, 2022
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 08, 2022
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
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Soliciting Material	false
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Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
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Entity Listings [Line Items]
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Security Exchange Name	NYSE
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Entity Listings [Line Items]
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Security Exchange Name	NYSE
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Entity Listings [Line Items]
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Security Exchange Name	NYSE
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