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, 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	The New York Stock Exchange
Class A Common Stock, par value $.01 per share	UBA	The New York Stock Exchange
6.25% Series H Cumulative Preferred Stock	UBPPRH	The New York Stock Exchange
5.875% Series K Cumulative Preferred Stock	UBPPRK	The New York Stock Exchange
Common Stock Rights to Purchase Preferred Shares	N/A	The New York Stock Exchange
Class A Common Stock Rights to Purchase Preferred Shares	N/A	The 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, 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:   March 11, 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   March 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. HayesSenior V.P. and Chief Financial Officer  Willing L. BiddlePresident and Chief Executive Officer   

 Company Overview  ~87% of GLA anchored by grocery / pharmacy / wholesale club  Strong balance sheet and liquidity profile  Attractive dividend yield (4.8% as of March 4, 2022)  78 properties with a total of 5.3 million Gross Leasable Area (GLA)  Concentration on quality suburban markets outside New York City  Carmel Shoprite Plaza, Carmel NY  La Placita Grand Opening, Bethel Hub Center, Bethel CT  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 REITsThe median household income within a 3-mile radius of UBA’s properties is ~64% 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 UBP GLA  # Households  Avg. household income  Fairfield   31%  344,687   $154,055   Westchester  22%  356,232  159,264  Putnam  10%  35,031  145,821  Bergen   9%  344,059  153,494  Litchfield  8%  73,775  106,322  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  (22%)  (4%)  (10%)  (31%)  (2%)  (2%)  (9%)  (3%)  (5%)  (3%)  (8%)  (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 January 31, 2022. Peer data as of December 31, 2021.Source: Company filings, SNL     

 Concentration In Strongest Leasing Markets  Note: UBA data as of January 31, 2022. Peer data as of December 31, 2021. Source: Company filings  Average Base Rent per Square Foot   

 Strong Tenant Base – Focus on Grocery Anchored & Internet Resistant  The portfolio currently consists of ~87% supermarket / pharmacy / wholesale club anchored centers77% 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 January 31, 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. 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 2 grocery store leases with renewal options that we expect the tenants to exercise. 38% 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.  Lease Expiration Schedule(c,d)  % of UBA Annual Base Rent   

 Dividend Performance  209 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 3/4/2022.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  4.9%  4.8%  4.9%  3.7%  3.6%  3.8%  3.5%  3.2%  3.3%  2.8%  3.5%  3.9%  3.1%  3.2%  Current Yield:   

 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%   

 Company Update – Successful Navigation through COVID-19  Provided 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  Company has remained resilient through the pandemic and has positioned itself to capitalize on the recoveryStrong leasing, collections and liquidity allow the Company to comfortably cover fixed costs, preferred dividends, and increased common dividends  of consolidated portfolio leased  93%  of tenants open and operating  99.6%   of ABR designated as an essential business  70%  of total Q1 ‘22 base rent collected  96%  of ABR granted abatement relief  ~4%  Key Statistics as of January 31, 2022  Steps Taken and Strategy  “…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, 2022.     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, 2022.   

 Operational UpdateTenant Composition and Collections  Note: As of January 31, 2022. Base rent collections as of March 1, 2022.   Tenant Composition (% of ABR)  Base Rent Collections (% of ABR)   

 Operational UpdateJanuary Base Rent Collections  January 2022 base rent collection  January 2022 Base Rent Collections by Category  Note: As of January 31, 2022.   

 Operational UpdateConsolidated Portfolio Relief Agreements  Deferral repayments have been robust as tenants begin to recover91% collected from deferred rents due in the 12 months ended October 202093% collected from deferred rents due in the 12 months ended October 2021100% collected from deferred rents due in the 3 months ended January 2022  78%  Deferral Repayments by Year  Relief Request Progress (out of ~832 tenants)  Note: As of January 31, 2022.  Requests subsequently withdrawn  Requests completed  Deferral & Abatement Summary  Average Deferral Term (months)  10.8  Total Deferred Rent ($mm)  $4.0  Total Abated Rent ($mm)  $4.5  Deferrals: 4.1% of ABR  Abatements:4.7% of ABR  1  288 

 Key Elements of Urstadt’s Financial Strategy  Maintain a conservative balance sheet with low leverage and ample liquidityTotal debt to total assets of 30%(a)Fixed charge coverage ratio of 3.5x(b)Small mortgage rollover risk 2022: $4.1 million(c)2023: None2024: $19.9 million2025: $89.0 millionMatch 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 $125 million in capacity in fiscal 2021 ($175 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 January 31, 2022.Based on the current capitalization as of January 31, 2022.Based on results for the 12 months ended January 31, 2022.Pro forma for refinancing of mortgage for The Dock. Pro forma for the refinancing of $22.8 million of first mortgage secured by The Dock in February 2022, as well as $20.0 million of borrowing on the revolving credit facility to finance the $33.6 million purchase of Shelton Square Shopping Center.Includes $66.6 million of redeemable non-controlling interests.  The Dock: 2/1/2022  New mortgage : $35.0mmOld mortgage : $22.8mmNew mortgage fixed interest rate : 3.0525%Old mortgage interest rate : 4.85%  (d)  (e) 

 Operating results   Funds from operations(a)  Same property net operating income(b)  Note: As of January 31, 2022. See non-GAAP reconciliations on slide 20. 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.   4.2%  6.1% 

 Reconciliation of Net Income Available to Common and Class A Common Stockholders to Funds From Operations             Three Months Ended January 31,        2022  2021  Net Income Applicable to Common / Class A Stockholders     $5,397   $4,479               Real property depreciation     5,738   5,702   Amortization of tenant improvements and allowances     991   1,315   Amortization of deferred leasing costs     397   476   Depreciation and amortization on unconsolidated JV     375   375   (Gain)/loss on sale of property     (2)  28               FFO Applicable to Common / Class A Stockholders     $12,896   $12,375   Funds from Operations (Diluted) Per Share:           Common     $0.30  $0.29   Class A Common                   $0.33   $0.33   Weighted Average Number of Shares Outstanding (Diluted):           Common and Common Equivalent     9,710  9,393  Class A Common and Class A Common Equivalent     29,768  29,590  Non-GAAP Reconciliations   Same Property Operating Results:              Three Months Ended January 31,          2022  2021  Δ  Number of Properties     73                      Revenue:              Base Rent      $24,583   $24,210   2%   Uncollectable amounts in lease income-same property     (113)  (654)  (83%)  ASC Topic 842 cash-basis lease income reversal-same property     (59)  (999)  (94%)  Recoveries from tenants     9,274   9,851   (6%)  Other property income     336   48   600%         34,021   32,456   5%   Expenses:              Property operating     3,806   3,801   0%   Property taxes     5,913   5,830   1%   Other non-recoverable operating expenses     497   399   25%         10,216   10,030   2%                  Same Property Net Operating Income     23,805  22,426  6%   Reconciliation of Same Property NOI to Most Directly Comparable GAAP Measure:              Three Months Ended January 31,          2022  2021   Δ  Other reconciling items:              Other non same-property NOI     ($4)  $399      Other Interest income     125   108      Other Dividend Income     -  -     Consolidated lease termination income     28   704      Consolidated amortization of above and below market leases     174   110      Consolidated straight line rent income     5   (568)     Equity in net income of unconsolidated JV     267   350      Taxable REIT subsidiary income/(loss)     186   380      Solar income/(loss)     (211)  (154)     Storage income/(loss)     526   253      Unrealized holding gains during the periods     -  -     Gain on sale of marketable securities     -  -     Interest expense     (3,302)  (3,392)     General and administrative expenses     (2,680)  (2,644)     Uncollectable amounts in lease income     (113)  (654)     Uncollectable amounts in lease income-same property     113   654      ASC Topic 842 cash-basis lease income reversal     (87)  (999)     ASC Topic 842 cash-basis lease income reversal-same property     59   999      Directors fees and expenses     (107)  (109)     Depreciation and amortization     (7,144)  (7,518)     Adjustment for intercompany expenses and other     (1,921)  (1,513)                    Total other -net     ($14,086)  ($13,594)     Income from continuing operations     9,719   8,832   10%  Gain (loss) on sale of real estate     2   (28)     Net income     $9,721   $8,804   10%  Net income attributable to noncontrolling interests     (911)  (912)     Net income attributable to Urstadt Biddle Properties Inc.     $8,810   $7,892   12%                                Same Property Operating Expense Ratio      95.4%  102.3%  (7%)  Note: Dollars in thousands.  

 Our Communities  Environmental Stewardship  Our People  Initiatives  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 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    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:  Ethics and Governance  A commitment to solar power that spans more than a decade, with 31 solar panel projects installed across 16 properties EV charging stations installed at 16 properties and several more in progressEmphasis on conversion to LED lighting and efficient parking lot lighting systemsSponsorship of and participation in the Annual Housatonic River Clean-upEmphasis on recycling and transition to digital files at HQ to minimize paper waste     Commitment to Corporate Responsibility 

XML

Document and Entity Information	Mar. 11, 2022
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 11, 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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Pre-commencement Issuer Tender Offer	false
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Entity Listings [Line Items]
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Entity Listings [Line Items]
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Entity Listings [Line Items]
Title of 12(b) Security	6.25% Series H Cumulative Preferred Stock
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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
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Common Stock Rights to Purchase Preferred Shares [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock Rights to Purchase Preferred Shares
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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
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