Document and Entity Information
Document and Entity Information - USD ($) | 3 Months Ended | ||
Jan. 31, 2016 | Jan. 05, 2016 | Apr. 30, 2015 | |
Entity Information [Line Items] | |||
Entity Registrant Name | URSTADT BIDDLE PROPERTIES INC | ||
Entity Central Index Key | 1,029,800 | ||
Current Fiscal Year End Date | --10-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 38,993,661 | ||
Entity Common Stock, Shares Outstanding | 9,504,378 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | Q1 | ||
Document Type | 10-Q | ||
Amendment Flag | false | ||
Document Period End Date | Jan. 31, 2016 | ||
Class A Common Stock [Member] | |||
Entity Information [Line Items] | |||
Entity Public Float | $ 537,248,936 | ||
Entity Common Stock, Shares Outstanding | 26,465,544 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jan. 31, 2016 | Oct. 31, 2015 |
Real Estate Investments: | ||
Core properties - at cost | $ 945,665 | $ 941,690 |
Less: Accumulated depreciation | (170,583) | (165,660) |
Investment property, net | 775,082 | 776,030 |
Investments in and advances to unconsolidated joint ventures | 38,974 | 39,305 |
Total real estate investments | 814,056 | 815,335 |
Cash and cash equivalents | 3,173 | 6,623 |
Restricted cash | 2,322 | 2,191 |
Tenant receivables | 22,838 | 22,353 |
Prepaid expenses and other assets | 13,984 | 9,334 |
Deferred charges, net of accumulated amortization | 6,410 | 5,239 |
Total Assets | 862,783 | 861,075 |
Liabilities: | ||
Revolving credit lines | 29,750 | 22,750 |
Mortgage notes payable and other loans | 259,000 | 260,457 |
Accounts payable and accrued expenses | 6,672 | 3,438 |
Deferred compensation - officers | 110 | 155 |
Other liabilities | 15,991 | 17,542 |
Total Liabilities | 311,523 | 304,342 |
Redeemable Noncontrolling Interests | $ 16,881 | $ 15,955 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Additional paid in capital | $ 432,583 | $ 431,411 |
Cumulative distributions in excess of net income | (101,251) | (94,136) |
Accumulated other comprehensive (loss) | (1,689) | (1,230) |
Total Stockholders' Equity | 534,379 | 540,778 |
Total Liabilities and Stockholders' Equity | 862,783 | 861,075 |
7.125% Series F Cumulative Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred Stock (liquidation preference $25 per share) | 129,375 | 129,375 |
6.75% Series G Cumulative Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred Stock (liquidation preference $25 per share) | 75,000 | 75,000 |
Common Stock [Member] | ||
Stockholders' Equity: | ||
Excess Stock, par value $0.01 per share; 20,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common Stock, par value $0.01 per share | 96 | 94 |
Class A Common Stock [Member] | ||
Stockholders' Equity: | ||
Common Stock, par value $0.01 per share | $ 265 | $ 264 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | 3 Months Ended | |
Jan. 31, 2016 | Oct. 31, 2015 | |
Stockholders' Equity: | ||
Excess Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Excess Stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Excess Stock, shares issued (in shares) | 0 | 0 |
Excess Stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, shares authorized (in shares) | 30,000,000 | |
7.125% Series F Cumulative Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, dividend rate (in hundredths) | 7.125% | |
Preferred Stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
Preferred Stock, shares issued (in shares) | 5,175,000 | 5,175,000 |
Preferred Stock, shares outstanding (in shares) | 5,175,000 | 5,175,000 |
6.75% Series G Cumulative Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, dividend rate (in hundredths) | 6.75% | |
Preferred Stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
Preferred Stock, shares issued (in shares) | 3,000,000 | 3,000,000 |
Preferred Stock, shares outstanding (in shares) | 3,000,000 | 3,000,000 |
Common Stock [Member] | ||
Stockholders' Equity: | ||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common Stock, shares issued (in shares) | 9,504,378 | 9,350,885 |
Common Stock, shares outstanding (in shares) | 9,504,378 | 9,350,885 |
Class A Common Stock [Member] | ||
Stockholders' Equity: | ||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common Stock, shares issued (in shares) | 26,465,544 | 26,370,216 |
Common Stock, shares outstanding (in shares) | 26,465,544 | 26,370,216 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Revenues | ||
Base rents | $ 20,072 | $ 21,011 |
Recoveries from tenants | 6,372 | 7,146 |
Lease termination income | 42 | 44 |
Other income | 965 | 305 |
Total Revenues | 27,451 | 28,506 |
Expenses | ||
Property operating | 4,767 | 5,086 |
Property taxes | 4,623 | 4,462 |
Depreciation and amortization | 5,688 | 5,526 |
General and administrative | 2,462 | 2,268 |
Provision for tenant credit losses | 239 | 343 |
Acquisition costs | 80 | 1,768 |
Directors' fees and expenses | 83 | 114 |
Total Operating Expenses | 17,942 | 19,567 |
Operating Income | 9,509 | 8,939 |
Non-Operating Income (Expense): | ||
Interest expense | (3,271) | (3,264) |
Equity in net income (loss) from unconsolidated joint ventures | 383 | 474 |
Interest, dividends and other investment income | 51 | 15 |
Discontinued operations: | ||
Net Income | 6,672 | 6,164 |
Noncontrolling interests: | ||
Net income attributable to noncontrolling interests | (225) | (153) |
Net income attributable to Urstadt Biddle Properties Inc. | 6,447 | 6,011 |
Preferred stock dividends | (3,570) | (3,894) |
Net Income Applicable to Common and Class A Common Stockholders | $ 2,877 | $ 2,117 |
Basic Earnings Per Share: | ||
Net Income Applicable to Common and Class A Common Stockholders (in dollars per share) | $ 0.08 | $ 0.06 |
Diluted Earnings Per Share: | ||
Net Income Applicable to Common and Class A Common Stockholders (in dollars per share) | $ 0.08 | $ 0.06 |
Common Stock [Member] | ||
Noncontrolling interests: | ||
Net Income Applicable to Common and Class A Common Stockholders | $ 628 | $ 453 |
Dividends Per Share: | ||
Common (in dollars per share) | $ 0.2300 | $ 0.2250 |
Class A Common Stock [Member] | ||
Noncontrolling interests: | ||
Net Income Applicable to Common and Class A Common Stockholders | $ 2,249 | $ 1,664 |
Basic Earnings Per Share: | ||
Net Income Applicable to Common and Class A Common Stockholders (in dollars per share) | $ 0.09 | $ 0.06 |
Diluted Earnings Per Share: | ||
Net Income Applicable to Common and Class A Common Stockholders (in dollars per share) | 0.08 | 0.06 |
Dividends Per Share: | ||
Common (in dollars per share) | $ 0.2600 | $ 0.2550 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) [Abstract] | ||
Net Income | $ 6,672 | $ 6,164 |
Other comprehensive income (loss): | ||
Change in unrealized loss on interest rate swaps | (459) | (1,714) |
Total comprehensive income | 6,213 | 4,450 |
Comprehensive income attributable to noncontrolling interests | (225) | (153) |
Total Comprehensive income attributable to Urstadt Biddle Properties Inc. | 5,988 | 4,297 |
Preferred stock dividends | (3,570) | (3,894) |
Total comprehensive income (loss) applicable to Common and Class A Common Stockholders | $ 2,418 | $ 403 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Cash Flows from Operating Activities: | ||
Net income | $ 6,672 | $ 6,164 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 5,688 | 5,526 |
Straight-line rent adjustment | (211) | 359 |
Provision for tenant credit losses | 239 | 343 |
Restricted stock compensation expense and other adjustments | 1,117 | 1,074 |
Deferred compensation arrangement | (45) | (17) |
Equity in net (income)/loss of unconsolidated joint ventures | (383) | (474) |
Changes in operating assets and liabilities: | ||
Tenant receivables | (514) | (3,799) |
Accounts payable and accrued expenses | 2,776 | 2,910 |
Other assets and other liabilities, net | (6,312) | (4,554) |
Restricted Cash | (131) | (91) |
Net Cash Flow Provided by Operating Activities | 8,896 | 7,441 |
Cash Flows from Investing Activities: | ||
Acquisitions of real estate investments | 0 | (122,441) |
Investments in and advances to unconsolidated joint venture | 0 | (17) |
Returns of deposits on real estate investments | 640 | 627 |
Deposits on acquisition of real estate investments | (479) | 0 |
Improvements to properties and deferred charges | (5,927) | (4,062) |
Distributions to noncontrolling interests | (225) | (1,195) |
Distributions from unconsolidated joint ventures | 681 | 397 |
Net Cash Flow (Used in) Investing Activities | (5,310) | (126,691) |
Cash Flows from Financing Activities: | ||
Dividends paid - Common and Class A Common Stock | (9,066) | (8,881) |
Dividends paid - Preferred Stock | (3,570) | (3,894) |
Principal repayments on mortgage notes payable | (1,457) | (3,986) |
Proceeds from mortgage notes payable and other loans | 0 | 67,680 |
Redemption of redeemable preferred stock | 0 | (61,250) |
Repayments on revolving credit line borrowings | (3,000) | (77,550) |
Proceeds from revolving credit line borrowings | 10,000 | 74,500 |
Net proceeds from the issuance of preferred stock | 0 | 4,650 |
Sales of additional shares of Common and Class A Common Stock | 57 | 59,846 |
Net Cash Flow Provided by (Used In) Financing Activities | (7,036) | 51,115 |
Net Increase/(Decrease) In Cash and Cash Equivalents | (3,450) | (68,135) |
Cash and Cash Equivalents at Beginning of Period | 6,623 | 73,029 |
Cash and Cash Equivalents at End of Period | 3,173 | 4,894 |
Supplemental Cash Flow Disclosures: | ||
Interest Paid | $ 3,253 | $ 3,221 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) - 3 months ended Jan. 31, 2016 - USD ($) $ in Thousands | Preferred Stock [Member]7.125% Series F Preferred Stock [Member] | Preferred Stock [Member]6.75% Series G Preferred Stock [Member] | Common Stock [Member]Common Stock [Member] | Common Stock [Member]Class A Common Stock [Member] | Additional Paid In Capital [Member] | Cumulative Distributions in Excess of Net Income [Member] | Accumulated Other Comprehensive Income [Member] | Total | Common Stock [Member] | Class A Common Stock [Member] |
Balance at Oct. 31, 2015 | $ 129,375 | $ 75,000 | $ 94 | $ 264 | $ 431,411 | $ (94,136) | $ (1,230) | $ 540,778 | ||
Balance (in shares) at Oct. 31, 2015 | 5,175,000 | 3,000,000 | 9,350,885 | 26,370,216 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income applicable to Common and Class A common stockholders | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 2,877 | 0 | 2,877 | $ 628 | $ 2,249 |
Change in unrealized losses on interest rate swap | 0 | 0 | 0 | 0 | 0 | 0 | (459) | (459) | ||
Cash dividends paid : | ||||||||||
Common stock | 0 | 0 | 0 | 0 | 0 | (2,185) | 0 | (2,185) | ||
Class A common stock | 0 | 0 | 0 | 0 | 0 | (6,881) | 0 | (6,881) | ||
Issuance of shares under dividend reinvestment plan | 0 | 0 | $ 0 | $ 0 | 57 | 0 | 0 | 57 | ||
Issuance of shares under dividend reinvestment plan (in shares) | 1,393 | 1,728 | ||||||||
Shares issued under restricted stock plan | 0 | 0 | $ 2 | $ 1 | (3) | 0 | 0 | 0 | ||
Shares issued under restricted stock plan (in shares) | 152,100 | 93,600 | ||||||||
Restricted stock compensation and other adjustments | 0 | 0 | $ 0 | $ 0 | 1,118 | 0 | 0 | 1,118 | ||
Adjustments to redeemable noncontrolling interests | 0 | 0 | 0 | 0 | 0 | (926) | 0 | (926) | ||
Balance at Jan. 31, 2016 | $ 129,375 | $ 75,000 | $ 96 | $ 265 | $ 432,583 | $ (101,251) | $ (1,689) | $ 534,379 | ||
Balance (in shares) at Jan. 31, 2016 | 5,175,000 | 3,000,000 | 9,504,378 | 26,465,544 |
CONSOLIDATED STATEMENT OF STOC8
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) | 3 Months Ended |
Jan. 31, 2016$ / shares | |
Common Stock [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Common stock, dividends per share declared (in dollars per share) | $ 0.2300 |
Class A Common Stock [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Common stock, dividends per share declared (in dollars per share) | $ 0.2600 |
7.125% Series F Cumulative Preferred Stock [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Preferred stock, dividend rate (in hundredths) | 7.125% |
6.75% Series G Cumulative Preferred Stock [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Preferred stock, dividend rate (in hundredths) | 6.75% |
Common Stock [Member] | Common Stock [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Common stock, dividends per share declared (in dollars per share) | $ 0.23 |
Common Stock [Member] | Class A Common Stock [Member] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Common stock, dividends per share declared (in dollars per share) | $ 0.26 |
ORGANIZATION, BASIS OF PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jan. 31, 2016 | |
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 real estate investment trust (REIT), is engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers in the northeastern part of the United States with a concentration 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, 2016, the Company owned or had equity interests in 73 properties containing a total of 4.9 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 of a sole general partner in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation" and ASC Topic 970-810 "Real Estate-General-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 month period ended January 31, 2016 are not necessarily indicative of the results that may be expected for the year ending October 31, 2016. It is suggested that these financial statements 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, 2015. 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, 2015 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 2016 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, 2016. As of January 31, 2016, the fiscal tax years 2012 through and including 2015 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. 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, 2016, 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, 2016, the Company had approximately $24.2 million in secured mortgage financings subject to interest rate swaps. Such interest rate swaps converted the LIBOR-based variable rates on the mortgage financings to an average fixed annual rate of 3.93% per annum. As of January 31, 2016, the Company had a deferred liability of $1.7 million (included in accounts payable and accrued expenses 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 (loss) as the swap is deemed effective and is 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 includes items that are otherwise recorded directly in stockholders' equity, such as unrealized gains or losses on marketable securities and unrealized gains and losses on interest rate swaps designated as cash flow hedges. At January 31, 2016, accumulated other comprehensive loss consisted of net unrealized losses on interest rate swap agreements of $1.7 million. At October 31, 2015, accumulated other comprehensive (loss) consisted of net unrealized losses on interest rate swap agreements of approximately $1.2 million. Unrealized gains and losses included in other comprehensive income 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, 2016. 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. In August 2015, the Company sold its property located in Meriden, CT for $44.5 million as that property no longer met the Company's investment objectives. The operating results of the Meriden Property which are included in the continuing operations were as follows (amounts in thousands): Three Months Ended January 31, 2016 2015 Revenues $ 118 $ 1,245 Property operating expense (2 ) (486 ) Depreciation and amortization - (375 ) Net Income $ 116 $ 384 Revenue Recognition Revenues from operating leases include revenues from core properties. Rental income is 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, 2016 and October 31, 2015, $15,761,000 and $15,570,000, 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 (including an allowance for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable) which is estimated to be uncollectible. Such allowances are reviewed periodically. At January 31, 2016 and October 31, 2015, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $3,884,000 and $3,668,000, respectively. Real Estate 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. The amounts to be capitalized as a result of an acquisition and the periods over which the assets are depreciated or amortized are determined based on estimates as to fair value and the allocation of various costs to the individual assets. The Company allocates the cost of an acquisition based upon the estimated fair value of the net assets acquired. The Company also estimates the fair value of intangibles related to its acquisitions. The valuation of the fair value of intangibles involves estimates related to market conditions, probability of lease renewals and the current market value of in-place leases. This market value is determined by considering factors such as the tenant's industry, location within the property and competition in the specific region in which the property operates. Differences in the amount attributed to the intangible assets can be significant based upon the assumptions made in calculating these estimates. The Company is required to make subjective assessments as to the useful life of its properties for purposes of determining the amount of depreciation. These assessments have a direct impact on the Company's net income. Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Buildings 30-40 years Property Improvements 10-20 years Furniture/Fixtures 3-10 years Tenant Improvements Shorter of lease term or their useful life 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): Three Months Ended January 31, 2016 2015 Numerator Net income applicable to common stockholders – basic $ 628 $ 453 Effect of dilutive securities: Restricted stock awards 28 22 Net income applicable to common stockholders – diluted $ 656 $ 475 Denominator Denominator for basic EPS – weighted average common shares 8,240 8,057 Effect of dilutive securities: Restricted stock awards 496 547 Denominator for diluted EPS – weighted average common equivalent shares 8,736 8,604 Numerator Net income applicable to Class A common stockholders-basic $ 2,249 $ 1,664 Effect of dilutive securities: Restricted stock awards (28 ) (22 ) Net income applicable to Class A common stockholders – diluted $ 2,221 $ 1,642 Denominator Denominator for basic EPS – weighted average Class A common shares 26,080 26,094 Effect of dilutive securities: Restricted stock awards 94 138 Denominator for diluted EPS – weighted average Class A common equivalent shares 26,174 26,232 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: For the three month period ended January 31, 2016 2015 Ridgeway Revenues 11.5% 11.7% All Other Property Revenues 88.5% 88.3% Consolidated Revenue 100.0% 100.0% January 31, 2016 October 31, 2015 Ridgeway Assets 8.4% 8.4% All Other Property Assets 91.6% 91.6% Consolidated Assets (Note 1) 100.0% 100.0% Note 1 - Ridgeway did not have any significant expenditures for additions to long lived assets in the three months ended January 31, 2016 or the year ended October 31, 2015. January 31, 2016 October 31, 2015 Ridgeway Percent Leased 97% 97% For the three month period ended January 31, 2016 2015 The Stop & Shop Supermarket Company 20% 19% Bed, Bath & Beyond 14% 14% Marshall's Inc., a division of the TJX Companies 11% 10% All Other Tenants at Ridgeway (Note 2) 55% 57% Total 100% 100% 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. Income Statement (In Thousands): For the three month period ended January 31, 2016 Ridgeway All Other Operating Segments Total Consolidated Revenues $ 3,154 $ 24,297 $ 27,451 Operating Expenses $ 891 $ 8,499 $ 9,390 Interest Expense $ 627 $ 2,644 $ 3,271 Depreciation and Amortization $ 588 $ 5,100 $ 5,688 Income from Continuing Operations $ 1,048 $ 5,399 $ 6,447 Income Statement (In Thousands): For the three month period ended January 31, 2015 Ridgeway All Other Operating Segments Total Consolidated Revenues $ 3,326 $ 25,180 $ 28,506 Operating Expenses $ 853 $ 8,695 $ 9,548 Interest Expense $ 642 $ 2,622 $ 3,264 Depreciation and Amortization $ 586 $ 4,940 $ 5,526 Income from Continuing Operations $ 1,245 $ 4,766 $ 6,011 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. Reclassifications Certain prior period amounts have been reclassified to conform to the current period's presentation. New Accounting Standards In May 2014, the FASB issued Accounting Standards Update ("ASU") ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying ASU 2014-09, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB's ASC. ASU 2014-09 is effective for annual reporting periods (including interim periods within that reporting period) beginning after December 15, 2016 and shall be applied using either a full retrospective or modified retrospective approach. Early application is not permitted. In August 2015, FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for all public companies for all annual periods beginning after December 15, 2017 with early adoption permitted only as of annual reporting periods beginning after December 31, 2016, including interim periods within the reporting period. The Company is currently assessing the potential impact that the adoption of ASU 2014-09 will have on its consolidated financial statements. During April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 modifies the treatment of debt issuance costs from a deferred charge to a deduction of the carrying value of the financial liability. ASU 2015-03 is effective for periods beginning after December 15, 2015, with early adoption permitted and retrospective application. ASU 2015-03 is not expected to have a material impact on the Company's consolidated financial statements. 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, 2016. |
CORE PROPERTIES
CORE PROPERTIES | 3 Months Ended |
Jan. 31, 2016 | |
CORE PROPERTIES [Abstract] | |
CORE PROPERTIES | (2) REAL ESTATE INVESTMENTS Upon the acquisition of real property, the fair value of the real estate purchased is allocated to the acquired tangible assets (consisting of land, buildings and building improvements), and identified intangible assets and liabilities (consisting of above-market and below-market leases and in-place leases), in accordance with ASC Topic 805, "Business Combinations". The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. The fair value of the tangible assets of an acquired property considers the value of the property "as-if-vacant". The fair value reflects the depreciated replacement cost of the asset. In allocating purchase price to identified intangible assets and liabilities of an acquired property, the values of above-market and below-market leases are estimated based on the differences between (i) contractual rentals and the estimated market rents over the applicable lease term discounted back to the date of acquisition utilizing a discount rate adjusted for the credit risk associated with the respective tenants and (ii) the estimated cost of acquiring such leases giving effect to the Company's history of providing tenant improvements and paying leasing commissions, offset by a vacancy period during which such space would be leased. The aggregate value of in-place leases is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property "as-if-vacant," determined as set forth above. For the three month periods ended January 31, 2016 and 2015, the net amortization of above-market and below-market leases was approximately $89,000 and $447,000, respectively. All amounts are included in base rents in the accompanying consolidated statements of income. |
MORTGAGE NOTES PAYABLE AND BANK
MORTGAGE NOTES PAYABLE AND BANK LINES OF CREDIT AND OTHER LOANS | 3 Months Ended |
Jan. 31, 2016 | |
MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS [Abstract] | |
MORTGAGE NOTES PAYABLE AND BANK LINES OF CREDIT AND OTHER LOANS | (3) MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS The Company has an $80 million unsecured revolving credit facility with a syndicate of four banks led by The Bank of New York Mellon, as administrative agent. The syndicate includes Wells Fargo Bank N.A. (syndication agent), Bank of Montreal and Regions Bank (co-documentation agents). The Facility gives the Company the option, under certain conditions, to increase the Facility's borrowing capacity up to $125 million (subject to lender approval). The maturity date of the Facility is September 21, 2016 with a one-year extension at the Company's option. Borrowings under the Facility can be used for, among other things, acquisitions, working capital, capital expenditures, and repayment of other indebtedness and the issuance of letters of credit (up to $10 million). Borrowings will bear interest at the Company's option of Eurodollar rate plus 1.5% to 2.0% or The Bank of New York Mellon's prime lending rate plus 0.50% based on consolidated indebtedness, as defined. The Company pays an annual fee on the unused commitment amount of 0.25% to 0.35% 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, 2016. During the three months ended January 31, 2016, the Company borrowed $10.0 million on the Facility to fund capital improvements. During the three months ended January 31, 2016, the Company repaid $3.0 million on the Facility with available cash. |
CONSOLIDATED JOINT VENTURES AND
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS | 3 Months Ended |
Jan. 31, 2016 | |
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 three joint ventures, UB Ironbound, LP ("Ironbound"), UB Orangeburg, LLC ("Orangeburg") and McLean Plaza Associates, LLC ("McLean"), each of which owns a commercial retail property. The Company has evaluated its investment in these three joint ventures and has concluded that the ventures are not VIEs; however, these joint venture investments meet certain criteria of a sole general partner (or limited liability member) in accordance with ASC Topic 970-810 "Real Estate-Consolidation". The Company has determined that such 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. 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. The Company retains an affiliate of one of the limited partners in Ironbound to provide management and leasing services to the property at an annual fee equal to 2% percent of rental income collected, as defined. Orangeburg The Company, through a wholly-owned subsidiary, is the managing member and owns a 33.3% 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. 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. Noncontrolling Interests The Company accounts for non-controlling interests in accordance with ASC Topic 810, "Consolidation". Because the limited partners or non-controlling members in Ironbound, Orangeburg and McLean have the right to require the Company to redeem all or a part of their limited partnership or limited liability company units 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 and McLean 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, 2016 and 2015, the Company increased/(decreased) the carrying value of the non-controlling interests by $926,000 and $853,000, respectively, with the corresponding adjustment recorded in stockholders' equity. The following table sets forth the details of the Company's redeemable non-controlling interests at January 31, 2016 and October 31, 2015: (amounts in thousands) January 31, 2016 October 31, 2015 Beginning Balance $ 15,955 $ 18,864 McLean Plaza Noncontrolling Interest-Net - (615 ) Change in Redemption Value 926 (2,294 ) Ending Balance $ 16,881 $ 15,955 |
INVESTMENTS IN AND ADVANCES TO
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES | 3 Months Ended |
Jan. 31, 2016 | |
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, 2016 and October 31, 2015 investments in and advances to unconsolidated joint ventures consisted of the following (with the Company's ownership percentage in parentheses): (amounts in thousands) January 31, 2016 October 31, 2015 Chestnut Ridge and Plaza 59 Shopping Centers (50%) $ 18,229 $ 18,248 Gateway Plaza (50%) 7,224 7,186 Putnam Plaza Shopping Center (66.67%) 6,525 6,686 Midway Shopping Center, L.P. (11.642%) 4,958 5,144 Applebee's at Riverhead (50%) 1,315 1,318 81 Pondfield Road Company (20%) 723 723 Total $ 38,974 $ 39,305 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 194,000 square foot shopping center, is anchored by a 168,000 square foot newly constructed Walmart. The property also has 27,000 square feet of newly constructed in-line space, of which 24,000 is leased. The remaining vacancies are in the process of being leased. Applebee's has a 5,400 square foot free standing Applebee's restaurant with additional development rights of 7,200 square feet. Gateway is subject to a $14.0 million non-recourse first mortgage payable. The mortgage matures on March 31, 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 11.642% 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 payable in the amount of $30 million. The loan requires payments of principal and interest at the rate of 4.80% per annum and will mature in 2027. 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") and the 24,000 square foot Plaza 59 Shopping Center located in Spring Valley, New York ("Plaza 59") for a combined investment of approximately $18.0 million. 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. Putnam Plaza is subject to a first mortgage payable in the amount of $20.0 million. The mortgage requires monthly payments of principal and interest at a fixed rate of 4.17% and will mature in 2019. 81 Pondfield Road Company The Company's other investment in an unconsolidated joint venture is a 20% economic interest in a partnership which owns a retail and office building in Westchester County, New York. 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
STOCKHOLDERS' EQUITY | 3 Months Ended |
Jan. 31, 2016 | |
STOCKHOLDERS' EQUITY [Abstract] | |
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 3,750,000 shares of the Company's common equity consisting of 350,000 Common shares, 350,000 Class A Common shares and 3,050,000 shares, which at the discretion of the compensation committee, may be awarded in any combination of Class A Common shares or Common shares. In accordance with ASC Topic 718, the Company recognizes compensation expense for restricted stock awards upon the earlier of the explicit vesting period or the date a participant first becomes eligible for retirement unless a waiver is received by an employee over the retirement age, waving his right to continued vesting after retirement. For non-vested restricted stock awards granted prior to the adoption of ASC Topic 718 in 2005, the Company continues to recognize compensation expense over the explicit vesting periods and accelerates any remaining unrecognized compensation cost when a participant actually retires. During the three months ended January 31, 2016, the Company awarded 152,100 shares of Common Stock and 93,600 shares of Class A Common Stock to participants in the Plan. The grant date fair value of restricted stock grants awarded to participants in 2016 was approximately $4.5 million. A summary of the status of the Company's non-vested Common and Class A Common shares as of January 31, 2016, and changes during the three months ended January 31, 2016 is presented below: 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, 2015 1,281,850 $ 16.58 373,850 $ 19.37 Granted 152,100 $ 17.95 93,600 $ 18.80 Vested (175,950 ) $ 16.35 (84,200 ) $ 18.64 Forfeited - $ - - $ - Non-vested at January 31, 2016 1,258,000 $ 16.77 383,250 $ 19.39 As of January 31, 2016, there was $16.0 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 5.1 years. For the three months ended January 31, 2016 and 2015 amounts charged to compensation expense totaled $1,092,000 and $1,038,000, respectively. Share Repurchase Program The Board of Directors of the Company has approved a share repurchase program ("Program") for the repurchase of up to 2,000,000 shares, in the aggregate, of Common stock, Class A Common stock and Series F Cumulative Preferred stock in open market transactions. The Company has repurchased 4,600 shares of Common Stock and 913,331 shares of Class A Common Stock under the Program. For the three months ended January 31, 2016, the Company did not repurchase any shares of stock under the Program. Preferred Stock The 7.125% Series F Senior Cumulative Preferred Stock ("Series F 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 24, 2017. The holders of our Series F Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Series F 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 F 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 F Preferred Stock will have the right to convert all or part of the shares of Series F 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 F Preferred Stock are reflected as a reduction of additional paid in capital. The 6.75% Series G Senior Cumulative Preferred Stock ("Series G Preferred Stock") is nonvoting, 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Jan. 31, 2016 | |
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: 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 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 or unobservable inputs considering the assumptions that market participants would make in pricing the obligations. The 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. 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, 2015 and January 31, 2016, 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 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 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, 2016 Liabilities: Interest Rate Swap Agreement $ 1,689 $ - $ 1,689 $ - Redeemable noncontrolling interests $ 16,881 $ 13,304 $ - $ 3,577 October 31, 2015 Liabilities: Interest Rate Swap Agreement $ 1,230 $ - $ 1,230 $ - Redeemable noncontrolling interests $ 15,955 $ 13,104 $ - $ 2,851 Fair market value measurements based upon Level 3 inputs changed from $9,062 at October 31, 2014 to $2,851 at October 31, 2015 as a result of a $77 decrease in the redemption value of the Company's noncontrolling interest in Ironbound in accordance with the application of ASC Topic 810 and the transfer in the amount of $6,134 of the noncontrolling interest in McLean to Level 1. During the quarter ended January 31, 2015, Mclean was converted to a limited liability company from a general partnership. One of the results of this conversion is that the noncontrolling equity interests in McLean can only be redeemed for shares of the Company's Class A Common stock or for cash based on the value of the Company's Class A Common stock. In accordance with ASC 810, the noncontrolling interest will now be valued as a Level 1 measurement. Fair market value measurements based upon Level 3 inputs changed from $2,851 at October 31, 2015 to $3,577 at January 31, 2016 as a result of a $726 increase in the redemption value of the Company's noncontrolling interest in Ironbound in accordance with the application of ASC Topic 810. Fair Value of Financial Instruments The carrying values of cash and cash equivalents, restricted cash, tenant receivables, prepaid expenses, other assets, accounts payable and accrued expenses are reasonable estimates of their fair values because of the short-term nature of these instruments. The carrying value of the Facility is deemed to be at fair value since the outstanding debt is directly tied to monthly LIBOR contracts. Mortgage notes payable that were assumed in property acquisitions were recorded at their fair value at the time they were assumed. The estimated fair value of mortgage notes payable and other loans was approximately $267 million at January 31, 2016 and $266 million at October 31, 2015, respectively. The estimated fair value of mortgage notes payable is based on discounting the future cash flows at a year-end risk adjusted borrowing rate currently available to the Company for issuance of debt with similar terms and remaining maturities. These fair value measurements fall within Level 2 of the fair value hierarchy. When the Company acquires a property it is required to fair value all of the assets and liabilities, including intangible assets and liabilities, relating to the property's in-place leases (See Note 2). Those fair value measurements fall within Level 3 of the fair value hierarchy. Although management is not aware of any factors that would significantly affect the estimated fair value amounts from October 31, 2015, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jan. 31, 2016 | |
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, 2016, the Company had commitments of approximately $7.7 million for capital improvements to its properties and tenant-related obligations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jan. 31, 2016 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | (9) SUBSEQUENT EVENTS In March 2016, the Company entered into a contract to purchase, for $45.3 million, a 72,000 square foot grocery anchored shopping center in its primary marketplace. In conjunction with entering into the contract, the Company deposited $2.0 million with the seller. The Company plans on funding the purchase with a combination of available cash, borrowings on its Facility and with proceeds generated by placing a non-recourse first mortgage on the property in the approximate amount of $22.7 million. The Company has placed a $226,625 deposit with the lender. |
ORGANIZATION, BASIS OF PRESEN18
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jan. 31, 2016 | |
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 of a sole general partner in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation" and ASC Topic 970-810 "Real Estate-General-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 month period ended January 31, 2016 are not necessarily indicative of the results that may be expected for the year ending October 31, 2016. It is suggested that these financial statements 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, 2015. 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, 2015 has been derived from audited financial statements at that date. |
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 2016 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, 2016. As of January 31, 2016, the fiscal tax years 2012 through and including 2015 remain open to examination by the Internal Revenue Service. There are currently no federal tax examinations in progress. |
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. |
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, 2016, 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, 2016, the Company had approximately $24.2 million in secured mortgage financings subject to interest rate swaps. Such interest rate swaps converted the LIBOR-based variable rates on the mortgage financings to an average fixed annual rate of 3.93% per annum. As of January 31, 2016, the Company had a deferred liability of $1.7 million (included in accounts payable and accrued expenses 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 (loss) as the swap is deemed effective and is classified as a cash flow hedge. |
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 includes items that are otherwise recorded directly in stockholders' equity, such as unrealized gains or losses on marketable securities and unrealized gains and losses on interest rate swaps designated as cash flow hedges. At January 31, 2016, accumulated other comprehensive loss consisted of net unrealized losses on interest rate swap agreements of $1.7 million. At October 31, 2015, accumulated other comprehensive (loss) consisted of net unrealized losses on interest rate swap agreements of approximately $1.2 million. Unrealized gains and losses included in other comprehensive income will be reclassified into earnings as gains and losses are realized. |
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, 2016. |
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. In August 2015, the Company sold its property located in Meriden, CT for $44.5 million as that property no longer met the Company's investment objectives. The operating results of the Meriden Property which are included in the continuing operations were as follows (amounts in thousands): Three Months Ended January 31, 2016 2015 Revenues $ 118 $ 1,245 Property operating expense (2 ) (486 ) Depreciation and amortization - (375 ) Net Income $ 116 $ 384 |
Revenue Recognition | Revenue Recognition Revenues from operating leases include revenues from core properties. Rental income is 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, 2016 and October 31, 2015, $15,761,000 and $15,570,000, 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 (including an allowance for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable) which is estimated to be uncollectible. Such allowances are reviewed periodically. At January 31, 2016 and October 31, 2015, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $3,884,000 and $3,668,000, respectively. |
Real Estate | Real Estate 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. The amounts to be capitalized as a result of an acquisition and the periods over which the assets are depreciated or amortized are determined based on estimates as to fair value and the allocation of various costs to the individual assets. The Company allocates the cost of an acquisition based upon the estimated fair value of the net assets acquired. The Company also estimates the fair value of intangibles related to its acquisitions. The valuation of the fair value of intangibles involves estimates related to market conditions, probability of lease renewals and the current market value of in-place leases. This market value is determined by considering factors such as the tenant's industry, location within the property and competition in the specific region in which the property operates. Differences in the amount attributed to the intangible assets can be significant based upon the assumptions made in calculating these estimates. The Company is required to make subjective assessments as to the useful life of its properties for purposes of determining the amount of depreciation. These assessments have a direct impact on the Company's net income. Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Buildings 30-40 years Property Improvements 10-20 years Furniture/Fixtures 3-10 years Tenant Improvements Shorter of lease term or their useful life |
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): Three Months Ended January 31, 2016 2015 Numerator Net income applicable to common stockholders – basic $ 628 $ 453 Effect of dilutive securities: Restricted stock awards 28 22 Net income applicable to common stockholders – diluted $ 656 $ 475 Denominator Denominator for basic EPS – weighted average common shares 8,240 8,057 Effect of dilutive securities: Restricted stock awards 496 547 Denominator for diluted EPS – weighted average common equivalent shares 8,736 8,604 Numerator Net income applicable to Class A common stockholders-basic $ 2,249 $ 1,664 Effect of dilutive securities: Restricted stock awards (28 ) (22 ) Net income applicable to Class A common stockholders – diluted $ 2,221 $ 1,642 Denominator Denominator for basic EPS – weighted average Class A common shares 26,080 26,094 Effect of dilutive securities: Restricted stock awards 94 138 Denominator for diluted EPS – weighted average Class A common equivalent shares 26,174 26,232 |
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: For the three month period ended January 31, 2016 2015 Ridgeway Revenues 11.5% 11.7% All Other Property Revenues 88.5% 88.3% Consolidated Revenue 100.0% 100.0% January 31, 2016 October 31, 2015 Ridgeway Assets 8.4% 8.4% All Other Property Assets 91.6% 91.6% Consolidated Assets (Note 1) 100.0% 100.0% Note 1 - Ridgeway did not have any significant expenditures for additions to long lived assets in the three months ended January 31, 2016 or the year ended October 31, 2015. January 31, 2016 October 31, 2015 Ridgeway Percent Leased 97% 97% For the three month period ended January 31, 2016 2015 The Stop & Shop Supermarket Company 20% 19% Bed, Bath & Beyond 14% 14% Marshall's Inc., a division of the TJX Companies 11% 10% All Other Tenants at Ridgeway (Note 2) 55% 57% Total 100% 100% 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. Income Statement (In Thousands): For the three month period ended January 31, 2016 Ridgeway All Other Operating Segments Total Consolidated Revenues $ 3,154 $ 24,297 $ 27,451 Operating Expenses $ 891 $ 8,499 $ 9,390 Interest Expense $ 627 $ 2,644 $ 3,271 Depreciation and Amortization $ 588 $ 5,100 $ 5,688 Income from Continuing Operations $ 1,048 $ 5,399 $ 6,447 Income Statement (In Thousands): For the three month period ended January 31, 2015 Ridgeway All Other Operating Segments Total Consolidated Revenues $ 3,326 $ 25,180 $ 28,506 Operating Expenses $ 853 $ 8,695 $ 9,548 Interest Expense $ 642 $ 2,622 $ 3,264 Depreciation and Amortization $ 586 $ 4,940 $ 5,526 Income from Continuing Operations $ 1,245 $ 4,766 $ 6,011 |
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. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period's presentation. |
New Accounting Standards | New Accounting Standards In May 2014, the FASB issued Accounting Standards Update ("ASU") ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying ASU 2014-09, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB's ASC. ASU 2014-09 is effective for annual reporting periods (including interim periods within that reporting period) beginning after December 15, 2016 and shall be applied using either a full retrospective or modified retrospective approach. Early application is not permitted. In August 2015, FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for all public companies for all annual periods beginning after December 15, 2017 with early adoption permitted only as of annual reporting periods beginning after December 31, 2016, including interim periods within the reporting period. The Company is currently assessing the potential impact that the adoption of ASU 2014-09 will have on its consolidated financial statements. During April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 modifies the treatment of debt issuance costs from a deferred charge to a deduction of the carrying value of the financial liability. ASU 2015-03 is effective for periods beginning after December 15, 2015, with early adoption permitted and retrospective application. ASU 2015-03 is not expected to have a material impact on the Company's consolidated financial statements. 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, 2016. |
CORE PROPERTIES (Policies)
CORE PROPERTIES (Policies) | 3 Months Ended |
Jan. 31, 2016 | |
CORE PROPERTIES [Abstract] | |
Business Combinations | Upon the acquisition of real property, the fair value of the real estate purchased is allocated to the acquired tangible assets (consisting of land, buildings and building improvements), and identified intangible assets and liabilities (consisting of above-market and below-market leases and in-place leases), in accordance with ASC Topic 805, "Business Combinations". The Company utilizes methods similar to those used by independent appraisers in estimating the fair value of acquired assets and liabilities. The fair value of the tangible assets of an acquired property considers the value of the property "as-if-vacant". The fair value reflects the depreciated replacement cost of the asset. In allocating purchase price to identified intangible assets and liabilities of an acquired property, the values of above-market and below-market leases are estimated based on the differences between (i) contractual rentals and the estimated market rents over the applicable lease term discounted back to the date of acquisition utilizing a discount rate adjusted for the credit risk associated with the respective tenants and (ii) the estimated cost of acquiring such leases giving effect to the Company's history of providing tenant improvements and paying leasing commissions, offset by a vacancy period during which such space would be leased. The aggregate value of in-place leases is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property "as-if-vacant," determined as set forth above. |
ORGANIZATION, BASIS OF PRESEN20
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Operating results for discontinued operations | The operating results of the Meriden Property which are included in the continuing operations were as follows (amounts in thousands): Three Months Ended January 31, 2016 2015 Revenues $ 118 $ 1,245 Property operating expense (2 ) (486 ) Depreciation and amortization - (375 ) Net Income $ 116 $ 384 |
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: Buildings 30-40 years Property Improvements 10-20 years Furniture/Fixtures 3-10 years Tenant Improvements Shorter of lease term or their useful life |
Reconciliation between basic and diluted EPS | The following table sets forth the reconciliation between basic and diluted EPS (in thousands): Three Months Ended January 31, 2016 2015 Numerator Net income applicable to common stockholders – basic $ 628 $ 453 Effect of dilutive securities: Restricted stock awards 28 22 Net income applicable to common stockholders – diluted $ 656 $ 475 Denominator Denominator for basic EPS – weighted average common shares 8,240 8,057 Effect of dilutive securities: Restricted stock awards 496 547 Denominator for diluted EPS – weighted average common equivalent shares 8,736 8,604 Numerator Net income applicable to Class A common stockholders-basic $ 2,249 $ 1,664 Effect of dilutive securities: Restricted stock awards (28 ) (22 ) Net income applicable to Class A common stockholders – diluted $ 2,221 $ 1,642 Denominator Denominator for basic EPS – weighted average Class A common shares 26,080 26,094 Effect of dilutive securities: Restricted stock awards 94 138 Denominator for diluted EPS – weighted average Class A common equivalent shares 26,174 26,232 |
Major Customers by Reporting Segments | For the three month period ended January 31, 2016 2015 Ridgeway Revenues 11.5% 11.7% All Other Property Revenues 88.5% 88.3% Consolidated Revenue 100.0% 100.0% January 31, 2016 October 31, 2015 Ridgeway Assets 8.4% 8.4% All Other Property Assets 91.6% 91.6% Consolidated Assets (Note 1) 100.0% 100.0% Note 1 - Ridgeway did not have any significant expenditures for additions to long lived assets in the three months ended January 31, 2016 or the year ended October 31, 2015. January 31, 2016 October 31, 2015 Ridgeway Percent Leased 97% 97% For the three month period ended January 31, 2016 2015 The Stop & Shop Supermarket Company 20% 19% Bed, Bath & Beyond 14% 14% Marshall's Inc., a division of the TJX Companies 11% 10% All Other Tenants at Ridgeway (Note 2) 55% 57% Total 100% 100% 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. |
Schedule of Segment Reporting Information by Segment | Income Statement (In Thousands): For the three month period ended January 31, 2016 Ridgeway All Other Operating Segments Total Consolidated Revenues $ 3,154 $ 24,297 $ 27,451 Operating Expenses $ 891 $ 8,499 $ 9,390 Interest Expense $ 627 $ 2,644 $ 3,271 Depreciation and Amortization $ 588 $ 5,100 $ 5,688 Income from Continuing Operations $ 1,048 $ 5,399 $ 6,447 Income Statement (In Thousands): For the three month period ended January 31, 2015 Ridgeway All Other Operating Segments Total Consolidated Revenues $ 3,326 $ 25,180 $ 28,506 Operating Expenses $ 853 $ 8,695 $ 9,548 Interest Expense $ 642 $ 2,622 $ 3,264 Depreciation and Amortization $ 586 $ 4,940 $ 5,526 Income from Continuing Operations $ 1,245 $ 4,766 $ 6,011 |
CONSOLIDATED JOINT VENTURES A21
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
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 at January 31, 2016 and October 31, 2015: (amounts in thousands) January 31, 2016 October 31, 2015 Beginning Balance $ 15,955 $ 18,864 McLean Plaza Noncontrolling Interest-Net - (615 ) Change in Redemption Value 926 (2,294 ) Ending Balance $ 16,881 $ 15,955 |
INVESTMENTS IN AND ADVANCES T22
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES [Abstract] | |
Investments in and advances to unconsolidated joint ventures | At January 31, 2016 and October 31, 2015 investments in and advances to unconsolidated joint ventures consisted of the following (with the Company's ownership percentage in parentheses): (amounts in thousands) January 31, 2016 October 31, 2015 Chestnut Ridge and Plaza 59 Shopping Centers (50%) $ 18,229 $ 18,248 Gateway Plaza (50%) 7,224 7,186 Putnam Plaza Shopping Center (66.67%) 6,525 6,686 Midway Shopping Center, L.P. (11.642%) 4,958 5,144 Applebee's at Riverhead (50%) 1,315 1,318 81 Pondfield Road Company (20%) 723 723 Total $ 38,974 $ 39,305 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
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, 2016, and changes during the three months ended January 31, 2016 is presented below: 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, 2015 1,281,850 $ 16.58 373,850 $ 19.37 Granted 152,100 $ 17.95 93,600 $ 18.80 Vested (175,950 ) $ 16.35 (84,200 ) $ 18.64 Forfeited - $ - - $ - Non-vested at January 31, 2016 1,258,000 $ 16.77 383,250 $ 19.39 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Jan. 31, 2016 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair value of financial assets and liabilities | The Company measures its redeemable noncontrolling interests 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 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, 2016 Liabilities: Interest Rate Swap Agreement $ 1,689 $ - $ 1,689 $ - Redeemable noncontrolling interests $ 16,881 $ 13,304 $ - $ 3,577 October 31, 2015 Liabilities: Interest Rate Swap Agreement $ 1,230 $ - $ 1,230 $ - Redeemable noncontrolling interests $ 15,955 $ 13,104 $ - $ 2,851 |
ORGANIZATION, BASIS OF PRESEN25
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) ft² in Millions | 3 Months Ended | ||
Jan. 31, 2016USD ($)ft²Propertyshares | Jan. 31, 2015USD ($)shares | Oct. 31, 2015USD ($) | |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||
Number of properties the Company owned or had equity interest in | Property | 73 | ||
Gross Leasable Area of properties the Company owned or had equity interest in (in square feet) | ft² | 4.9 | ||
Minimum real estate trust taxable income required to be distributed for REIT to be nontaxable (in hundredths) | 90.00% | ||
Income Tax Contingency [Line Items] | |||
Mortgage loans subject to interest rate swap | $ 24,200,000 | ||
Fixed annual rate of interest rate swap (in hundredths) | 3.93% | ||
Accrued liabilities relating to fair value of Company's interest rate swap | $ 1,700,000 | ||
Comprehensive income [Abstract] | |||
Net unrealized gains/losses on an interest rate swap agreement included in accumulated other comprehensive income | 1,700,000 | $ 1,200,000 | |
Revenues | 118,000 | $ 1,245,000 | |
Property operating expense | (2,000) | (486,000) | |
Depreciation and amortization | 0 | (375,000) | |
Net Income | 116,000 | 384,000 | |
Revenues | 0 | 0 | |
Property operating expense | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
Income from discontinued operations | 0 | 0 | |
Cash flows from operating activities | 0 | 0 | |
Cash flows from investing activities | 0 | 0 | |
Cash flows from financing activities | 0 | 0 | |
Straight-line rents receivable | $ 15,761,000 | 15,570,000 | |
Allowance of doubtful accounts against tenants receivables, percentage of deferred straight-line rents receivable | 10.00% | ||
Tenants receivable, allowance for doubtful accounts | $ 3,884,000 | $ 3,668,000 | |
Numerator [Abstract] | |||
Net income applicable to common and Class A common stockholders - basic | 2,877,000 | 2,117,000 | |
Effect of dilutive securities [Abstract] | |||
Proceeds from Sale of Property Held-for-sale | $ 44,500,000 | ||
Minimum [Member] | |||
Income Tax Contingency [Line Items] | |||
Tax years remaining open to examination by Internal Revenue Service | 2,012 | ||
Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Tax years remaining open to examination by Internal Revenue Service | 2,015 | ||
Buildings [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 30 years | ||
Buildings [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 40 years | ||
Property Improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 10 years | ||
Property Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 20 years | ||
Furniture/Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Furniture/Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 10 years | ||
Tenant Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | Shorter of lease term or their useful life | ||
Common Stock [Member] | |||
Numerator [Abstract] | |||
Net income applicable to common and Class A common stockholders - basic | $ 628,000 | 453,000 | |
Effect of dilutive securities [Abstract] | |||
Restricted Stock awards | 28,000 | 22,000 | |
Net income applicable to common stockholders - diluted | $ 656,000 | $ 475,000 | |
Denominator [Abstract] | |||
Denominator for basic EPS - weighted average common shares (in shares) | shares | 8,240 | 8,057 | |
Effect of dilutive securities [Abstract] | |||
Restricted stock awards (in shares) | shares | 496 | 547 | |
Denominator for diluted EPS - weighted average common equivalent shares (in shares) | shares | 8,736 | 8,604 | |
Class A Common Stock [Member] | |||
Numerator [Abstract] | |||
Net income applicable to common and Class A common stockholders - basic | $ 2,249,000 | $ 1,664,000 | |
Effect of dilutive securities [Abstract] | |||
Restricted Stock awards | (28,000) | (22,000) | |
Net income applicable to common stockholders - diluted | $ 2,221,000 | $ 1,642,000 | |
Denominator [Abstract] | |||
Denominator for basic EPS - weighted average common shares (in shares) | shares | 26,080 | 26,094 | |
Effect of dilutive securities [Abstract] | |||
Restricted stock awards (in shares) | shares | 94 | 138 | |
Denominator for diluted EPS - weighted average common equivalent shares (in shares) | shares | 26,174 | 26,232 |
ORGANIZATION, BASIS OF PRESEN26
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Segment Reporting (Details) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016USD ($)ft²Segment | Jan. 31, 2015USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | Segment | 1 | |
Revenue, Major Customer [Line Items] | ||
Gross leasable area of properties the Company owned or had equity interest in (in square feet) | ft² | 4,900,000 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 27,451 | $ 28,506 |
Operating expenses | 9,390 | 9,548 |
Interest expense | 3,271 | 3,264 |
Depreciation and amortization | 5,688 | 5,526 |
Income from continuing operations | $ 6,447 | $ 6,011 |
Ridgeway [Member] | ||
Revenue, Major Customer [Line Items] | ||
Gross leasable area of properties the Company owned or had equity interest in (in square feet) | ft² | 374,000 | |
Percent leased | 97.00% | 97.00% |
Segment Reporting Information [Line Items] | ||
Revenues | $ 3,154 | $ 3,326 |
Operating expenses | 891 | 853 |
Interest expense | 627 | 642 |
Depreciation and amortization | 588 | 586 |
Income from continuing operations | 1,048 | 1,245 |
All Other Property [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 24,297 | 25,180 |
Operating expenses | 8,499 | 8,695 |
Interest expense | 2,644 | 2,622 |
Depreciation and amortization | 5,100 | 4,940 |
Income from continuing operations | $ 5,399 | $ 4,766 |
Sales Revenue, Services, Net [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
Sales Revenue, Services, Net [Member] | Ridgeway [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 11.50% | 11.70% |
Sales Revenue, Services, Net [Member] | All Other Property [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 88.50% | 88.30% |
Assets, Total [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
Assets, Total [Member] | Ridgeway [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 8.40% | 8.40% |
Assets, Total [Member] | All Other Property [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 91.60% | 91.60% |
Base Rent [Member] | Customer Concentration Risk [Member] | Ridgeway [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 100.00% | 100.00% |
Base Rent [Member] | Customer Concentration Risk [Member] | The Stop & Shop Supermarket Company [Member] | Ridgeway [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 20.00% | 19.00% |
Base Rent [Member] | Customer Concentration Risk [Member] | Bed, Bath & Beyond [Member] | Ridgeway [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 14.00% | 14.00% |
Base Rent [Member] | Customer Concentration Risk [Member] | Marshall's Inc., a division of the TJX Companies [Member] | Ridgeway [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 11.00% | 10.00% |
Base Rent [Member] | Customer Concentration Risk [Member] | All Other Tenants at Ridgeway [Member] | Ridgeway [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 55.00% | 57.00% |
CORE PROPERTIES (Details)
CORE PROPERTIES (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | |
Business Acquisition [Line Items] | ||
Deposit made related to property acquired | $ 479,000 | $ 0 |
Amortization of above-market and below-market leases | $ 89,000 | $ 447,000 |
MORTGAGE NOTES PAYABLE AND BA28
MORTGAGE NOTES PAYABLE AND BANK LINES OF CREDIT AND OTHER LOANS (Details) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016USD ($)Extension | Jan. 31, 2015USD ($) | |
Line of Credit Facility [Line Items] | ||
Repayments of borrowings on facility | $ 3,000 | $ 77,550 |
Debt instrument, face amount | 24,200 | |
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Borrowing under revolving credit facility | 10,000 | |
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Unsecured Revolving Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | 80,000 | |
Option, maximum borrowing capacity | $ 125,000 | |
Number of extensions | Extension | 1 | |
Extension period | 1 year | |
Maturity date | Sep. 21, 2016 | |
Covenant terms | 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. | |
Covenant compliance | The Company was in compliance with such covenants at January 31, 2016 | |
Repayments of borrowings on facility | $ 3,000 | |
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Unsecured Revolving Credit Agreement [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Commitment fee (in hundredths) | 0.25% | |
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Unsecured Revolving Credit Agreement [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Commitment fee (in hundredths) | 0.35% | |
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Unsecured Revolving Credit Agreement [Member] | Eurodollar [Member] | ||
Line of Credit Facility [Line Items] | ||
Description of variable rate basis | Eurodollar rate | |
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Unsecured Revolving Credit Agreement [Member] | Eurodollar [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate (in hundredths) | 1.50% | |
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Unsecured Revolving Credit Agreement [Member] | Eurodollar [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate (in hundredths) | 2.00% | |
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Unsecured Revolving Credit Agreement [Member] | The Bank of New York Mellon's Prime Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Description of variable rate basis | The Bank of New York Mellon's prime lending rate | |
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Unsecured Revolving Credit Agreement [Member] | The Bank of New York Mellon's Prime Rate [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate (in hundredths) | 0.50% | |
BNY, Wells Fargo, Bank of Montreal and Regions Bank [Member] | Letter of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 10,000 |
CONSOLIDATED JOINT VENTURES A29
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2016 | Jan. 31, 2015 | Oct. 31, 2015 | |
Business Acquisition [Line Items] | |||
Real Estate Investment Property, Net | $ 775,082,000 | $ 776,030,000 | |
Increased/(decreased) in carrying value of non-controlling interests | 926,000 | $ 853,000 | |
Redeemable non-controlling interests [Abstract] | |||
Beginning Balance | 15,955,000 | $ 18,864,000 | 18,864,000 |
Initial McLean Plaza noncontrolling Interests | 0 | (615,000) | |
Adjustments to redeemable noncontrolling interests | 926,000 | (2,294,000) | |
Ending Balance | $ 16,881,000 | $ 15,955,000 | |
UB Ironbound, LP ("Ironbound") [Member] | |||
Business Acquisition [Line Items] | |||
Ownership interest (in hundredths) | 84.00% | ||
Property management and leasing services fees (in hundredths) | 2.00% | ||
Ub Orangeburg Llc [Member] | |||
Business Acquisition [Line Items] | |||
Ownership interest (in hundredths) | 33.30% | ||
McLean Plaza Associates [Member] | |||
Business Acquisition [Line Items] | |||
Ownership interest (in hundredths) | 53.00% | ||
Fixed annual distribution (in hundredths) | 5.05% |
INVESTMENTS IN AND ADVANCES T30
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES (Details) $ in Thousands | 3 Months Ended | |
Jan. 31, 2016USD ($)ft² | Oct. 31, 2015USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 38,974 | $ 39,305 |
Debt instrument, face amount | 24,200 | |
Midway Shopping Center, L.P. [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 4,958 | $ 5,144 |
Ownership interest | 11.642% | 11.642% |
Area of property | ft² | 247,000 | |
Percentage of voting interests acquired | 25.00% | |
Excess of carrying amount over underlying equity allocated to real property | $ 7,400 | |
Estimated useful life of property | 39 years | |
Midway Shopping Center, L.P. [Member] | Non-recourse First Mortgage Payable [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Fixed interest rate | 4.80% | |
Maturity date | Jan. 1, 2027 | |
Debt instrument, face amount | $ 30,000 | |
Putnam Plaza Shopping Center [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 6,525 | $ 6,686 |
Ownership interest | 66.67% | 66.67% |
Area of property | ft² | 189,000 | |
Putnam Plaza Shopping Center [Member] | Non-recourse First Mortgage Payable [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Fixed interest rate | 4.17% | |
Maturity date | Dec. 31, 2019 | |
Debt instrument, face amount | $ 20,000 | |
81 Pondfield Road Company [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 723 | $ 723 |
Ownership interest | 20.00% | 20.00% |
Chestnut Ridge and Plaza 59 Shopping Centers [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 18,229 | $ 18,248 |
Ownership interest | 50.00% | 50.00% |
Purchase price of property acquired | $ 18,000 | |
Chestnut Ridge [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Area of property | ft² | 76,000 | |
Plaza 59 Shopping Centers [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Area of property | ft² | 24,000 | |
Gateway Plaza [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 7,224 | $ 7,186 |
Ownership interest | 50.00% | 50.00% |
Area of property | ft² | 194,000 | |
Square footage of anchor tenant | ft² | 168,000 | |
Additional buildable square feet | ft² | 27,000 | |
In-line space leased | ft² | 24,000 | |
Gateway Plaza [Member] | Non-recourse First Mortgage Payable [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Fixed interest rate | 4.20% | |
Maturity date | Mar. 31, 2024 | |
Debt instrument, face amount | $ 14,000 | |
Applebee's at Riverhead [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 1,315 | $ 1,318 |
Ownership interest | 50.00% | 50.00% |
Area of property | ft² | 5,400 | |
Additional buildable square feet | ft² | 7,200 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2016USD ($)Director$ / sharesshares | Jan. 31, 2015USD ($) | Oct. 31, 2014 | Oct. 31, 2015shares | |
Equity, Class of Treasury Stock [Line Items] | ||||
Shares authorized (in shares) | 200,000,000 | |||
Common stock, shares authorized (in shares) | 30,000,000 | |||
Excess Stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Preferred Stock, shares authorized (in shares) | 50,000,000 | |||
Proceeds from issuance of preferred stock | $ | $ 0 | $ 4,650,000 | ||
Proceeds received from sale of Class A Common Stock | $ | $ 57,000 | 59,846,000 | ||
Current Program [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of shares authorized to be repurchased (in shares) | 2,000,000 | |||
Restricted Stock [Member] | ||||
Non-vested shares, weighted-average grant-date fair value [Roll forward] | ||||
Unamortized restricted stock compensation | $ | $ 16,000,000 | |||
Weighted average period for recognizing unamortized expense | 5 years 1 month 6 days | |||
Total amounts charged to compensation expense | $ | $ 1,092,000 | $ 1,038,000 | ||
Restricted Stock [Member] | Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 350,000 | |||
Number of shares awarded (in shares) | 152,100 | |||
Non-vest shares, number of shares [Roll forward] | ||||
Non-vested, beginning of period (in shares) | 1,281,850 | |||
Granted (in shares) | 152,100 | |||
Vested (in shares) | (175,950) | |||
Forfeiture of restricted stock (in shares) | 0 | |||
Non-vested, end of period (in shares) | 1,258,000 | |||
Non-vested shares, weighted-average grant-date fair value [Roll forward] | ||||
Non-vested, beginning of period (in dollars per share) | $ / shares | $ 16.58 | |||
Granted (in dollars per share) | $ / shares | 17.95 | |||
Vested (in dollars per share) | $ / shares | 16.35 | |||
Forfeiture of restricted stock (in dollars per share) | $ / shares | 0 | |||
Non-vested, end of period (in dollars per share) | $ / shares | $ 16.77 | |||
Restricted Stock [Member] | Class A Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 350,000 | |||
Number of shares awarded (in shares) | 93,600 | |||
Non-vest shares, number of shares [Roll forward] | ||||
Non-vested, beginning of period (in shares) | 373,850 | |||
Granted (in shares) | 93,600 | |||
Vested (in shares) | (84,200) | |||
Forfeiture of restricted stock (in shares) | 0 | |||
Non-vested, end of period (in shares) | 383,250 | |||
Non-vested shares, weighted-average grant-date fair value [Roll forward] | ||||
Non-vested, beginning of period (in dollars per share) | $ / shares | $ 19.37 | |||
Granted (in dollars per share) | $ / shares | 18.80 | |||
Vested (in dollars per share) | $ / shares | 18.64 | |||
Forfeiture of restricted stock (in dollars per share) | $ / shares | 0 | |||
Non-vested, end of period (in dollars per share) | $ / shares | $ 19.39 | |||
Restricted Stock [Member] | Class A Common shares or Common shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 3,050,000 | |||
Restricted Stock Plan [Member] | Restricted Stock [Member] | Class A Common shares or Common shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 3,750,000 | |||
Grant date fair value | $ | $ 4,500,000 | |||
Common Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 | ||
Common Stock [Member] | Original Program [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of shares repurchased (in shares) | 4,600 | |||
Class A Common Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Class A Common Stock [Member] | Original Program [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of shares repurchased (in shares) | 913,331 | |||
Series F Senior Redeemable Preferred Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Preferred stock, redemption price per share (in dollars per share) | $ / shares | $ 25 | |||
Number of directors redeemable preferred stockholders are entitled to elect | Director | 2 | |||
Preferred stock, dividend rate (in hundredths) | 7.125% | 7.125% | ||
Preferred stock, redemption date | Oct. 24, 2017 | |||
Series G Senior Redeemable Preferred Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Preferred stock, redemption price per share (in dollars per share) | $ / shares | $ 25 | |||
Number of directors redeemable preferred stockholders are entitled to elect | Director | 2 | |||
Preferred stock, dividend rate (in hundredths) | 6.75% | 6.75% | ||
Preferred stock, redemption date | Oct. 28, 2019 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2016 | Oct. 31, 2015 | Oct. 31, 2014 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Increase in redemption value of noncontrolling interest | $ (926) | ||
Initial McLean Plaza noncontrolling Interests | 0 | $ (615) | |
Estimated fair value of mortgage notes payable and other loans | 267,000 | 266,000 | |
Fair Value, Inputs, Level 1 [Member] | |||
Assets [Abstract] | |||
Interest Rate Swap Agreement | 0 | ||
Liabilities [Abstract] | |||
Redeemable noncontrolling interests | 13,104 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Assets [Abstract] | |||
Interest Rate Swap Agreement | 1,230 | ||
Liabilities [Abstract] | |||
Redeemable noncontrolling interests | 0 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Assets [Abstract] | |||
Interest Rate Swap Agreement | 0 | ||
Liabilities [Abstract] | |||
Redeemable noncontrolling interests | 2,851 | ||
Fair Value, Measurements, Recurring [Member] | |||
Assets [Abstract] | |||
Interest Rate Swap Agreement | 1,230 | ||
Liabilities [Abstract] | |||
Interest Rate Swap Agreement | 1,689 | ||
Redeemable noncontrolling interests | 16,881 | 15,955 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities [Abstract] | |||
Interest Rate Swap Agreement | 0 | ||
Redeemable noncontrolling interests | 13,304 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities [Abstract] | |||
Interest Rate Swap Agreement | 1,689 | ||
Redeemable noncontrolling interests | 0 | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities [Abstract] | |||
Interest Rate Swap Agreement | 0 | ||
Redeemable noncontrolling interests | 3,577 | $ 9,062 | |
UB Ironbound, LP ("Ironbound") [Member] | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Increase in redemption value of noncontrolling interest | $ 726 | 77 | |
Initial McLean Plaza noncontrolling Interests | $ 6,134 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended |
Jan. 31, 2016USD ($) | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Commitments for capital improvements to properties and tenant related obligations | $ 7.7 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 1 Months Ended | 3 Months Ended | |
Mar. 09, 2016USD ($)ft² | Jan. 31, 2016USD ($)$ / shares | Jan. 31, 2015USD ($)$ / shares | |
Subsequent Event [Line Items] | |||
Repayments of Lines of Credit | $ 3,000,000 | $ 77,550,000 | |
Payments for (Proceeds from) Deposits on Real Estate Acquisitions | $ 479,000 | $ 0 | |
Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Cash dividends declared (in dollars per share) | $ / shares | $ 0.2300 | $ 0.2250 | |
Class A Common Shares [Member] | |||
Subsequent Event [Line Items] | |||
Cash dividends declared (in dollars per share) | $ / shares | $ 0.2600 | $ 0.2550 | |
Subsequent Event [Member] | Subsequent Event Acquisition [Member] | |||
Subsequent Event [Line Items] | |||
Payments for (Proceeds from) Deposits on Real Estate Acquisitions | $ 2,000,000 | ||
Area of Real Estate Property | ft² | 72,000 | ||
Purchase Price or Contract Price | $ 45,300,000 | ||
New mortgage financing | 22,700,000 | ||
Payments for Mortgage Deposits | $ 226,625 |