Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jan. 31, 2022 | Mar. 04, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jan. 31, 2022 | |
Current Fiscal Year End Date | --10-31 | |
Document Transition Report | false | |
Entity Registrant Name | URSTADT BIDDLE PROPERTIES INC | |
Entity Incorporation, State or Country Code | MD | |
Entity File Number | 1-12803 | |
Entity Tax Identification Number | 04-2458042 | |
Entity Address, Address Line One | 321 Railroad Avenue, | |
Entity Address, City or Town | Greenwich | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06830 | |
City Area Code | 203 | |
Local Phone Number | 863-8200 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Small Business | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001029800 | |
Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 10,264,037 | |
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Trading Symbol | UBP | |
Security Exchange Name | NYSE | |
Class A Common Stock [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 30,161,094 | |
Title of 12(b) Security | Class A Common Stock, par value $.01 per share | |
Trading Symbol | UBA | |
Security Exchange Name | NYSE | |
5.875% Series K Cumulative Preferred Stock [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | 5.875% Series K Cumulative Preferred Stock | |
Trading Symbol | UBPPRK | |
Security Exchange Name | NYSE | |
Common Stock Rights to Purchase Preferred Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock Rights to Purchase Preferred Shares | |
Trading Symbol | N/A | |
Security Exchange Name | NYSE | |
Series H Preferred Stock [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | 6.25% Series H Cumulative Preferred Stock | |
Trading Symbol | UBPPRH | |
Security Exchange Name | NYSE | |
Class A Common Stock Rights to Purchase Preferred Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A Common Stock Rights to Purchase Preferred Shares | |
Trading Symbol | N/A | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jan. 31, 2022 | Oct. 31, 2021 |
Real Estate Investments: | ||
Real Estate - at cost | $ 1,148,522 | $ 1,148,382 |
Less: Accumulated depreciation | (284,331) | (278,605) |
Investment property, net | 864,191 | 869,777 |
Investments in and advances to unconsolidated joint ventures | 28,159 | 29,027 |
Total real estate investments | 892,350 | 898,804 |
Cash and cash equivalents | 24,579 | 24,057 |
Tenant receivables | 23,909 | 23,806 |
Prepaid expenses and other assets | 26,351 | 19,175 |
Deferred charges, net of accumulated amortization | 7,590 | 8,010 |
Total Assets | 974,779 | 973,852 |
Liabilities: | ||
Revolving credit lines | 0 | 0 |
Mortgage notes payable and other loans | 299,006 | 296,449 |
Accounts payable and accrued expenses | 11,585 | 11,443 |
Deferred compensation - officers | 48 | 62 |
Other liabilities | 22,191 | 22,599 |
Total Liabilities | 332,830 | 330,553 |
Redeemable Noncontrolling Interests | 66,573 | 67,395 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Excess Stock, par value $0.01 per share; 20,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional Paid in Capital | 528,807 | 528,713 |
Cumulative distributions in excess of net income | (174,940) | (170,493) |
Accumulated other comprehensive loss | (3,897) | (7,720) |
Total Stockholders' Equity | 575,376 | 575,904 |
Total Liabilities and Stockholders' Equity | 974,779 | 973,852 |
Common Stock [Member] | ||
Stockholders' Equity: | ||
Common Stock, par value $.01 per share | 104 | 103 |
Class A Common Stock [Member] | ||
Stockholders' Equity: | ||
Common Stock, par value $.01 per share | 302 | 301 |
5.875% Series K Cumulative Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Cumulative Preferred Stock (liquidation preference of $25 per share) | 110,000 | 110,000 |
6.25% Series H Cumulative Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Cumulative Preferred Stock (liquidation preference of $25 per share) | $ 115,000 | $ 115,000 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Jan. 31, 2022 | Oct. 31, 2021 | |
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 [Member] | ||
Stockholders' Equity: | ||
Common stock, shares authorized (in shares) | 30,000,000 | |
Class A Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock, shares authorized (in shares) | 100,000,000 | |
5.875% Series K Cumulative Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, dividend rate | 5.875% | |
6.25% Series H Cumulative Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, dividend rate | 6.25% | |
Common Stock [Member] | 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) | 10,264,037 | 10,153,689 |
Common stock, shares outstanding (in shares) | 10,264,037 | 10,153,689 |
Common Stock [Member] | 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) | 30,161,094 | 30,073,807 |
Common stock, shares outstanding (in shares) | 30,161,094 | 30,073,807 |
Preferred Stock [Member] | 5.875% Series K Cumulative Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, dividend rate | 5.875% | 5.875% |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
Preferred stock, shares issued (in shares) | 4,400,000 | 4,400,000 |
Preferred Stock, shares outstanding (in shares) | 4,400,000 | 4,400,000 |
Preferred Stock [Member] | 6.25% Series H Cumulative Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, dividend rate | 6.25% | 6.25% |
Preferred stock, liquidation preference (in dollars per share) | $ 25 | $ 25 |
Preferred stock, shares issued (in shares) | 4,600,000 | 4,600,000 |
Preferred Stock, shares outstanding (in shares) | 4,600,000 | 4,600,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Revenues | ||
Lease income | $ 34,087 | $ 32,483 |
Lease termination | 28 | 705 |
Other | 1,440 | 1,089 |
Total Revenues | 35,555 | 34,277 |
Expenses | ||
Property operating | 7,002 | 6,314 |
Property taxes | 5,923 | 5,861 |
Depreciation and amortization | 7,144 | 7,518 |
General and administrative | 2,680 | 2,644 |
Directors' fees and expenses | 107 | 109 |
Total Operating Expenses | 22,856 | 22,446 |
Operating Income | 12,699 | 11,831 |
Non-Operating Income (Expense): | ||
Interest expense | (3,302) | (3,392) |
Equity in net income from unconsolidated joint ventures | 267 | 350 |
Gain (loss) on sale of properties | 2 | (28) |
Interest, dividends and other investment income | 55 | 43 |
Net Income | 9,721 | 8,804 |
Noncontrolling interests: | ||
Net income attributable to noncontrolling interests | (911) | (912) |
Net income attributable to Urstadt Biddle Properties Inc. | 8,810 | 7,892 |
Preferred stock dividends | (3,413) | (3,413) |
Net Income Applicable to Common and Class A Common Stockholders | 5,397 | 4,479 |
Common Stock [Member] | ||
Noncontrolling interests: | ||
Net Income Applicable to Common and Class A Common Stockholders | $ 1,194 | $ 977 |
Basic Earnings Per Share: | ||
Per Common Share (in dollars per share) | $ 0.13 | $ 0.11 |
Diluted Earnings Per Share: | ||
Per Common Share (in dollars per share) | 0.13 | 0.11 |
Dividends Per Share: | ||
Common (in dollars per share) | $ 0.2145 | $ 0.125 |
Class A Common Stock [Member] | ||
Noncontrolling interests: | ||
Net Income Applicable to Common and Class A Common Stockholders | $ 4,203 | $ 3,502 |
Basic Earnings Per Share: | ||
Per Common Share (in dollars per share) | $ 0.14 | $ 0.12 |
Diluted Earnings Per Share: | ||
Per Common Share (in dollars per share) | 0.14 | 0.12 |
Dividends Per Share: | ||
Common (in dollars per share) | $ 0.2375 | $ 0.14 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | ||
Net Income | $ 9,721 | $ 8,804 |
Other comprehensive income: | ||
Change in unrealized losses on interest rate swaps | 3,471 | 1,499 |
Change in unrealized gain (loss) on interest rate swaps-equity investees | 352 | 258 |
Total comprehensive income | 13,544 | 10,561 |
Comprehensive income attributable to noncontrolling interests | (911) | (912) |
Total Comprehensive income attributable to Urstadt Biddle Properties Inc. | 12,633 | 9,649 |
Preferred Stock Dividends | (3,413) | (3,413) |
Total comprehensive income applicable to Common and Class A Stockholders | $ 9,220 | $ 6,236 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | Oct. 31, 2021 | |
Cash Flows from Operating Activities: | |||
Net income | $ 9,721 | $ 8,804 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 7,144 | 7,518 | |
Straight-line rent adjustment | (5) | 568 | |
Provision for tenant credit losses | 200 | 1,654 | |
Loss on sale of property | (2) | 28 | |
Restricted stock compensation expense and other adjustments | 638 | 986 | |
Deferred compensation arrangement | (13) | 17 | |
Equity in net (income) of unconsolidated joint ventures | (267) | (350) | |
Distributions of operating income from unconsolidated joint ventures | 267 | 350 | |
Changes in operating assets and liabilities: | |||
Tenant receivables | (298) | (863) | |
Accounts payable and accrued expenses | 2,756 | 3,134 | |
Other assets and other liabilities, net | (6,611) | (7,216) | |
Net Cash Flow Provided by Operating Activities | 13,530 | 14,630 | |
Cash Flows from Investing Activities: | |||
Deposits on acquisition of real estate investments | (500) | 0 | |
Net proceeds from sale of properties | 1,848 | 2,738 | |
Improvements to properties and deferred charges | (3,020) | (6,714) | |
Payments to Acquire Mortgage Notes Receivable | 0 | (2,203) | |
Return of capital from unconsolidated joint ventures | 1,438 | 0 | |
Net Cash Flow (Used in) Investing Activities | (234) | (6,179) | |
Cash Flows from Financing Activities: | |||
Dividends paid - Common and Class A Common Stock | (9,308) | (5,486) | |
Dividends paid - Preferred Stock | (3,413) | (3,413) | |
Amortization payments on mortgage notes payable | (1,697) | (1,666) | |
Proceeds from Issuance of First Mortgage Bond | 11,000 | 0 | |
Repayments of First Mortgage Bond | (6,545) | 0 | |
Acquisitions of noncontrolling interests | (1,358) | (364) | |
Distributions to noncontrolling interests | (911) | (912) | |
Payment of taxes on shares withheld for employee taxes | (590) | (320) | |
Net proceeds from the issuance of Common and Class A Common Stock | 48 | 30 | |
Net Cash Flow Provided by (Used in) Financing Activities | (12,774) | (12,131) | |
Net Increase/(Decrease) In Cash and Cash Equivalents | 522 | (3,680) | |
Cash and Cash Equivalents at Beginning of Period | 24,057 | 40,795 | $ 40,795 |
Cash and Cash Equivalents at End of Period | 24,579 | 37,115 | $ 24,057 |
Supplemental Cash Flow Disclosures: | |||
Interest Paid | $ 3,077 | $ 3,428 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Preferred Stock [Member]Series H Preferred Stock [Member] | Preferred Stock [Member]Series K 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] | Cumulative Distributions In Excess of Net Income [Member]Common Stock [Member] | Cumulative Distributions In Excess of Net Income [Member]Class A Common Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total | Common Stock [Member] | Class A Common Stock [Member] |
Balances - October 31, 2020 at Oct. 31, 2020 | $ 115,000 | $ 110,000 | $ 102 | $ 300 | $ 526,027 | $ (164,651) | $ (15,707) | $ 571,071 | ||||
Balance (in shares) at Oct. 31, 2020 | 4,600,000 | 4,400,000 | 10,073,652 | 29,996,305 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income applicable to Common and Class A common stockholders | 4,479 | 4,479 | $ 977 | $ 3,502 | ||||||||
Change in unrealized losses on interest rate swap | 1,757 | 1,757 | ||||||||||
Cash dividends paid : | ||||||||||||
Common stock | $ (1,272) | $ (4,214) | (1,272) | (4,214) | ||||||||
Issuance of shares under dividend reinvestment plan | $ 0 | $ 0 | 29 | 29 | ||||||||
Issuance of shares under dividend reinvestment plan (in shares) | 806 | 1,305 | ||||||||||
Shares issued under restricted stock plan | $ 1 | $ 1 | (2) | 0 | ||||||||
Shares issued under restricted stock plan (in shares) | 105,850 | 125,800 | ||||||||||
Shares withheld for employee taxes | $ 0 | (319) | (319) | |||||||||
Shares withheld for employee taxes (in shares) | (23,249) | |||||||||||
Restricted stock compensation and other adjustment | 986 | 986 | ||||||||||
Adjustments to redeemable noncontrolling interests | (4,885) | (4,885) | ||||||||||
Balances - January 31, 2021 at Jan. 31, 2021 | $ 115,000 | $ 110,000 | $ 103 | $ 301 | 526,721 | (170,543) | (13,950) | 567,632 | ||||
Balance (in shares) at Jan. 31, 2021 | 4,600,000 | 4,400,000 | 10,180,308 | 30,100,161 | ||||||||
Balances - October 31, 2020 at Oct. 31, 2021 | $ 115,000 | $ 110,000 | $ 103 | $ 301 | 528,713 | (170,493) | (7,720) | 575,904 | ||||
Balance (in shares) at Oct. 31, 2021 | 4,600,000 | 4,400,000 | 10,153,689 | 30,073,807 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income applicable to Common and Class A common stockholders | 5,397 | 5,397 | 1,194 | 4,203 | ||||||||
Change in unrealized losses on interest rate swap | 3,823 | 3,823 | ||||||||||
Cash dividends paid : | ||||||||||||
Common stock | $ (2,201) | $ (7,107) | $ (2,201) | $ (7,107) | ||||||||
Issuance of shares under dividend reinvestment plan | $ 0 | $ 0 | 48 | 48 | ||||||||
Issuance of shares under dividend reinvestment plan (in shares) | 848 | 1,567 | ||||||||||
Shares issued under restricted stock plan | $ 1 | $ 1 | (2) | 0 | ||||||||
Shares issued under restricted stock plan (in shares) | 109,500 | 149,000 | ||||||||||
Shares withheld for employee taxes | $ 0 | (590) | (590) | |||||||||
Shares withheld for employee taxes (in shares) | (27,680) | |||||||||||
Forfeiture of restricted stock | $ 0 | 0 | ||||||||||
Forfeiture of restricted stock (in shares) | (35,600) | |||||||||||
Restricted stock compensation and other adjustment | 638 | 638 | ||||||||||
Adjustments to redeemable noncontrolling interests | (536) | (536) | ||||||||||
Balances - January 31, 2021 at Jan. 31, 2022 | $ 115,000 | $ 110,000 | $ 104 | $ 302 | $ 528,807 | $ (174,940) | $ (3,897) | $ 575,376 | ||||
Balance (in shares) at Jan. 31, 2022 | 4,600,000 | 4,400,000 | 10,264,037 | 30,161,094 |
CONSOLIDATED STATEMENT OF STO_2
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) - $ / shares | 3 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Common Stock [Member] | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Common stock, dividends per share declared (in dollars per share) | $ 0.2145 | $ 0.125 |
Class A Common Stock [Member] | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Common stock, dividends per share declared (in dollars per share) | 0.2375 | 0.14 |
Common Stock [Member] | Common Stock [Member] | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Common stock, dividends per share declared (in dollars per share) | 0.2145 | 0.125 |
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) | $ 0.2375 | $ 0.14 |
ORGANIZATION, BASIS OF PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jan. 31, 2022 | |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (1) ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Urstadt Biddle Properties Inc. (“Company”), a Maryland Corporation, is a real estate investment trust ("REIT"), engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers in the metropolitan 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, 2022, the Company owned or had equity interests in 78 properties containing a total of 5.1 million square feet of Gross Leasable Area (“GLA”). COVID-19 Pandemic On March 11, 2020, the novel coronavirus disease (“COVID-19”) was declared a pandemic (“COVID-19 pandemic”) by the World Health Organization as the disease spread throughout the world. During March 2020, measures to prevent the spread of COVID-19 were initiated, with federal, state and local government agencies issuing regulatory orders enforcing social distancing and limiting certain business operations and group gatherings in order to further prevent the spread of COVID-19. While these regulatory orders vary by state and have changed over time, as of all of our tenants’ businesses were permitted to operate, in some cases subject to modified operation procedures. Principles of Consolidation and Use of Estimates The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures in which the Company meets certain criteria in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, “Consolidation”. The Company has determined that such joint ventures should be consolidated into the consolidated financial statements of the Company. In accordance with ASC Topic 970-323 “Real Estate-General-Equity Method and Joint Ventures,” joint ventures that the Company does not control but otherwise exercises significant influence over, are accounted for under the equity method of accounting. See Note 4 for further discussion of the unconsolidated joint ventures. All significant intercompany transactions and balances have been eliminated in consolidation. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for the three months ended January 31, 2022 are not necessarily indicative of the results that may be expected for the year ending October 31, 2022. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2021. 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 consolidated balance sheet at October 31, 2021 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 2022 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, 2022. As of January 31, 2022, the fiscal tax years 2018 through and including 2021 remain open to examination by the Internal Revenue Service. There are currently no federal tax examinations in progress. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and tenant receivables. The Company places its cash and cash equivalents with high quality financial institutions and the balances at times could exceed federally insured limits. The Company performs ongoing credit evaluations of its tenants and may require certain tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the terminal value of a tenant’s lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the space. The Company has no dependency upon any single tenant. Marketable Securities Marketable equity securities are carried at fair value based upon quoted market prices in active markets with changes in fair value recognized in net income. 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, 2022, 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, 2022, the Company had approximately $123.5 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 3.94% per annum. As of January 31, 2022 and October 31, 2021, the Company had a deferred liability of $4.1 million and $6.7 million, respectively (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. As of January 31, 2022 and October 31, 2021, the Company had a deferred assets of $1.4 million and $515,000, respectively, (included in other assets on the consolidated balance sheets) relating to the fair value of the Company’s interest rate swaps applicable to secured mortgages. Charges and/or credits relating to the changes in fair values of such interest rate swaps are made to other comprehensive income/(loss) as the swaps are deemed effective and are classified as a cash flow hedge. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income applicable to Common and Class A Common stockholders and other comprehensive income (loss). Other comprehensive income (loss) includes items that are otherwise recorded directly in stockholders’ equity, such as unrealized gains and losses on interest rate swaps designated as cash flow hedges, including the Company's share from entities accounted for under the equity method of accounting. At January 31, 2022, accumulated other comprehensive loss consisted of net unrealized losses on interest rate swap agreements of $3.9 million, inclusive of the Company's share of accumulated comprehensive losses from joint ventures accounted for by the equity method of accounting. At October 31, 2021, accumulated other comprehensive loss consisted of net unrealized losses on interest rate swap agreements of approximately $7.7 million, inclusive of the Company's share of accumulated comprehensive losses from joint ventures accounted for by the equity method of accounting. Unrealized gains and losses included in other comprehensive income/(loss) will be reclassified into earnings as gains and losses are realized. Asset Impairment On a periodic basis, management assesses whether there are any indicators that the value of its real estate investments may be impaired. A property value is considered impaired when management’s estimate of current and projected operating cash flows (undiscounted and without interest) of the property over its remaining useful life is less than the net carrying value of the property. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the loss is measured as the excess of the net carrying amount of the property over the fair value of the asset. Changes in estimated future cash flows due to changes in the Company’s plans or market and economic conditions could result in recognition of impairment losses which could be substantial. As of January 31, 2022, management does not believe that the value of any of its real estate investments is impaired. Acquisitions of Real Estate Investments, Capitalization Policy and Depreciation Acquisition of Real Estate Investments: The Company evaluates each acquisition of real estate or in-substance real estate (including equity interests in entities that predominantly hold real estate assets) to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted for as a business combination. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business: • Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or • The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction). An acquired process is considered substantive if: • The process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce), that is skilled, knowledgeable, and experienced in performing the process; • The process cannot be replaced without significant cost, effort, or delay; or • The process is considered unique or scarce. Generally, the Company expects that acquisitions of real estate or in-substance real estate will not meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Acquisitions of real estate and in-substance real estate that do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including acquisition costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in the recognition of goodwill or a bargain purchase gain. The relative fair values used to allocate the cost of an asset acquisition are determined using the same methodologies and assumptions as the Company utilizes to determine fair value in a business combination. The value of tangible assets acquired is based upon our estimation of value on an “as if vacant” basis. The value of acquired in-place leases includes the estimated costs during the hypothetical lease-up period and other costs that would have been incurred in the execution of similar leases under the market conditions at the acquisition date of the acquired in-place lease. We assess the fair value of tangible and intangible assets based on numerous factors, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including the historical operating results, known trends, and market/economic conditions that may affect the property. The values of acquired above and below-market leases, which are included in prepaid expenses and other assets and other liabilities, respectively, are amortized over the terms of the related leases and recognized as either an increase (for below-market leases) or a decrease (for above-market leases) to rental revenue. The values of acquired in-place leases are classified in other assets in the accompanying consolidated balance sheets and amortized over the remaining terms of the related leases. Capitalization Policy: Land, buildings, property improvements, furniture/fixtures and tenant improvements are recorded at cost. Expenditures for maintenance and repairs are charged to operations as incurred. Renovations and/or replacements, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Depreciation: The Company is required to make subjective assessments as to the useful life of its properties for purposes of determining the amount of depreciation. These assessments have a direct impact on the Company’s net income. Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Buildings 30-40 years Property Improvements 10-20 years Furniture/Fixtures 3-10 years Tenant Improvements Shorter of lease term or their useful life Sale of Investment Property and 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 September 2021, the Company entered into a purchase and sale agreement to sell its property located in Chester, NJ (the "Chester Property"), to an unrelated third party for a sale price of $1.96 million as that property no longer met its investment objectives. In accordance with ASC Topic 360-10-45, the property met all the criteria to be classified as held for sale in the fourth quarter of fiscal 2021, and accordingly the Company recorded a loss on property held for sale of $342,000, which loss was included in continuing operations in the consolidated statement of income for the year ended October 31, 2021. The amount of the loss represented the net carrying amount of the property over the fair value of the asset less estimated cost to sell. The net book value of the Chester Property was insignificant to financial statement presentation and as a result the Company did not include the asset as held for sale on its consolidated balance sheet at October 31, 2021. In December 2021, the Chester Property sale was completed and the Company realized an additional loss on sale of property of $8,000, which loss is included in operations in the consolidated statement of income for the three months ended January 31, 2022. The operating results of the Chester Property, which is included in operations is as follows (amounts in thousands): Three Months Ended January 31, 2022 2021 Revenues $ - $ - Property operating expense (13 ) (11 ) Depreciation and amortization - (14 ) Net Income (Loss) $ (13 ) $ (25 ) Lease Income, Revenue Recognition and Tenant Receivables Lease Income: The Company accounts for lease income in accordance with ASC Topic 842 "Leases". The Company's existing leases are generally classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition. The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base rent, with designated increases over the term of the lease. Some of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. Additionally, most all lease agreements contain provisions for reimbursement of the tenants' share of actual real estate taxes, insurance and Common Area Maintenance ("CAM") costs (collectively, "Recoverable Costs") incurred. Lease terms generally range from 1 to 5 years for tenant spaces under 10,000 square feet (“Shop Space”) and in excess of 5 years for spaces greater than 10,000 square feet (“Anchor Spaces”). Many leases also provide the option for the tenants to extend their lease beyond the initial term of the lease. If the tenants do not exercise renewal options and the leases mature, the tenants must relinquish their space so it can be leased to a new tenant, which generally involves some level of cost to prepare the space for re-leasing. These costs are capitalized and depreciated over the shorter of the life of the subsequent lease or the life of the improvement. CAM is a non-lease component of the lease contract under ASC Topic 842, and therefore would be accounted for under ASC Topic 606, Revenue from Contracts with Customers, and presented separate from lease income in the accompanying consolidated statements of income, based on an allocation of the overall contract price, which is not necessarily the amount that would be billable to the tenants for CAM reimbursements per the terms of the lease contract. As the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenants' use of the underlying lease asset, the Company, in accordance with ASC Topic 842, combines CAM with the remaining lease components, along with tenants' reimbursement of real estate taxes and insurance, and recognize them together as lease income in the accompanying consolidated statements of income. Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectability is considered probable at the commencement date. At lease commencement, the Company expects that collectability is probable for all of its leases due to the Company’s credit checks on tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from all operating leases is initially recognized on a straight-line basis. Lease income each period is reduced by amounts considered uncollectable on a lease-by-lease basis, with any changes in collectability assessments recognized as a current period adjustment to lease income. For operating leases in which collectability of lease income is not considered probable, lease income is recognized on a cash basis and all previously recognized uncollected lease income, including straight-line rental income, is reversed in the period in which the lease income is determined not to be probable of collection. The Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant operating lease that would not have been incurred if the lease had not been obtained. These costs generally include third party broker payments, which are capitalized to deferred costs in the accompanying consolidated balance sheets and amortized over the expected term of the lease to depreciation and amortization expense in the accompanying consolidated statements of income. COVID-19 Pandemic Beginning in March 2020, many of the Company's properties were, and some continue to be, negatively impacted by the COVID-19 pandemic, as state governments mandated restrictions on the operation of non-essential businesses to prevent the spread of COVID-19, forcing many of our tenants’ businesses to close or reduce operations. As a result, 402 of approximately 836 tenants in the Company's consolidated portfolio, representing 1.6 million square feet and approximately 44.8% of the Company's annualized base rent, asked for some type of rent deferral or concession. Approximately 117 of the 402 tenants withdrew their requests for rent relief or paid their rent in full. The primary strategy of the Company with respect to rent concession requests was to defer some portion of rents due for the months of 2020 through to be paid over a later part of the lease, preferably within a period of year or less. In some instances, however, the Company determined that it was more appropriate to abate some portion of base rents. Most of the base rent deferrals or abatements entered into with tenants in the second half of fiscal 2021 and the first quarter of fiscal 2022 are additional deferrals or abatements for tenants who received prior rent concessions. From the onset In April 2020, in response to the COVID-19 pandemic, the FASB staff issued guidance that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842, as if enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the lease contract). Consequently, for concessions related to the effects of the COVID-19 pandemic, an entity will not have to analyze each lease contract to determine whether enforceable rights and obligations for concessions exist in the lease contract and may elect to apply or not apply the lease modification guidance in Topic 842 to those contracts. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. For example, this election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract. The FASB staff expects that reasonable judgment will be exercised in making those determinations. Most concessions will provide a deferral of payments with no substantive changes to the consideration in the original lease contract. A deferral affects the timing, but the amount of the consideration is substantially the same as that required by the original lease contract. The FASB staff expects that there will be multiple ways to account for those deferrals, none of which the staff believes are preferable over others. The Company has made the election not to analyze each lease contract, and believes that, based on FASB guidance, the appropriate way to account for the concessions as described above is to account for such concessions as if no changes to the lease contracts were made. Under that accounting, a lessor would increase its lease receivable (straight-line rents receivable) and would continue to recognize income during the deferral period, assuming that the collectability of the future rents under the lease contract are considered collectable. If it is determined that the future rents of any lease contract are not collectable, the Company would treat that lease contract on a cash basis as defined in ASC Topic 842. When collection of substantially all lease payments during the lease term is not considered probable, total lease revenue is limited to the lesser of revenue recognized under accrual accounting or cash received. Determining the probability of collection of substantially all lease payments during a lease term requires significant judgment. This determination is impacted by numerous factors, including our assessment of the tenant’s credit worthiness, economic conditions, tenant sales productivity in that location, historical experience with the tenant and tenants operating in the same industry, future prospects for the tenant and the industry in which it operates, and the length of the lease term. If leases currently classified as probable are subsequently reclassified as not probable, any outstanding lease receivables (including straight-line rent receivables) would be written-off with a corresponding decrease in lease income. Revenue Recognition In those instances, in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition on operating leases 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. 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. Percentage rent is recognized when a specific tenant’s sales breakpoint is achieved. Tenant Receivables The actions taken by federal, state and local governments to mitigate the spread of COVID-19, initially by ordering closures of non-essential businesses and ordering residents to generally stay at home, and subsequent phased re-openings have resulted in many of our tenants temporarily or even permanently closing their businesses, and for some, it has impacted their ability to pay rent although this situation is rapidly improving as a large part of the country becomes vaccinated and the pandemic continues to wane. As a result, in accordance with ASC Topic 842, we revised our collectability assumptions for many of our tenants that were most significantly impacted by COVID-19. This amount includes changes in our collectability assessments for certain tenants in our portfolio from probable to not probable, which requires that revenue recognition for those tenants be converted to cash basis accounting, with previously uncollected billed rents reversed in the current period. From the beginning of the COVID-19 pandemic through the end of our second quarter of fiscal 2021, we converted 89 t During the , we restored of the original tenants to accrual-basis revenue recognition as those tenants have demonstrated that they have paid all of their billed rents for six consecutive months and have no significant unpaid billings as of . When a tenant is restored to accrual-basis revenue recognition, the Company records revenue on the straight-line basis. As such the Company recorded straight-line rent revenue in the amount of $ for these tenants in the three months ended .In the , the Company reversed straight-line rent revenue in the amount of $ related to tenants coverted to cash-basis revenue recognition. As of January 31, 2022, the Company is recording lease income on a cash basis for approximately 5.6% of our tenants in accordance with ASC Topic 842. During the three months ended January 31, 2022 and 2021, we recognized collectability adjustments totaling $200,000 and $2.1 million, respectively. In addition, as a result of not converting any tenants to cash basis accounting in the three months ended January 31, 2022, we did not have any write-offs of previously recorded straight-line rent in the three months ended January 31, 2022. At January 31, 2022 and October 31, 2021, $19,676,000 and $19,670,000, respectively, have been recognized as straight-line rents receivable (representing the current cumulative rents recognized prior to when billed and collectable as provided by the terms of the leases), all of which is included in tenant receivables in the accompanying consolidated financial statements. The Company provides an allowance for doubtful accounts against the portion of tenant receivables that is estimated to be uncollectable. Such allowances are reviewed periodically. At January 31, 2022 and October 31, 2021, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $7,542,000 and $7,469,000, respectively. Included in the aforementioned allowance for doubtful accounts is an amount for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable which is estimated to be uncollectable. 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, 2022 2021 Numerator Net income applicable to common stockholders – basic $ 1,194 $ 977 Effect of dilutive securities: R |
UNSECURED REVOLVING CREDIT FACI
UNSECURED REVOLVING CREDIT FACILITY | 3 Months Ended |
Jan. 31, 2022 | |
MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS | |
UNSECURED REVOLVING CREDIT FACILITY | (2) UNSECURED REVOLVING CREDIT FACILITY The Company has a $125 million unsecured revolving credit facility (the "Facility) with a syndicate of three banks led by The Bank of New York Mellon, as administrative agent. The syndicate also includes Wells Fargo Bank N.A. and Bank of Montreal (co-syndication agents). The Facility gives the Company the option, under certain conditions, to increase the Facility's borrowing capacity to $175 million (subject to lender approval). The maturity date of the Facility is March 29, 2024, with a one year extension at the Company's option. Borrowings under the Facility can be used for general corporate purposes and the issuance of letters of credit (up to $10 million). Borrowings will bear interest at the Company's option of the Eurodollar rate plus 1.45% to 2.20% or The Bank of New York Mellon's prime lending rate plus 0.45% to 1.20% based on consolidated total indebtedness, as defined. The Company pays a quarterly commitment fee on the unused commitment amount of 0.15% to 0.25% based on outstanding borrowings during the year. 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, including preferred stock, and additionally require the Company to maintain certain debt coverage ratios. The Company was in compliance with such covenants at January 31, 2022. The Facility includes market standard provisions for determining the benchmark replacement rate for LIBOR. In December 2021, the Company refinanced its existing $6.5 million first mortgage secured by our Boonton, NJ property. The new mortgage has a principal balance of $11.0 million, has a term of 10 years, and requires payments of principal and interest at a fixed rate of 3.45% |
CONSOLIDATED JOINT VENTURES AND
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS | 3 Months Ended |
Jan. 31, 2022 | |
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS [Abstract] | |
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS | (3) CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS The Company has an investment in five joint ventures, UB Orangeburg, LLC ("Orangeburg"), McLean Plaza Associates, LLC ("McLean"), UB Dumont I, LLC ("Dumont") and UB New City I, LLC ("New City"), each of which owns a commercial retail property, and UB High Ridge, LLC ("High Ridge"), which owns three commercial real estate properties. The Company has evaluated its investment in these five joint ventures and has concluded that these joint ventures are fully controlled by the Company and that the presumption of control is not offset by any rights of any of the limited partners or non-controlling members in these ventures and that the joint ventures should be consolidated into the consolidated financial statements of the Company in accordance with ASC Topic 810 "Consolidation". The Company’s investment in these consolidated joint ventures is more fully described below: Orangeburg The Company, through a wholly-owned subsidiary, is the managing member and owns a 43.8% interest in Orangeburg, which owns a CVS-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 a quarterly 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 quarterly cash distribution is paid from available cash, as defined, of Orangeburg. The balance of available cash, if any, is fully distributable to the Company. Upon liquidation, proceeds from the sale of Orangeburg assets are to be distributed in accordance with the operating agreement. The non-managing member is not obligated to make any additional capital contributions to the partnership. Orangeburg has a defined termination date of December 31, 2097. Since acquiring its initial interest in Orangeburg, the Company has made additional investments in the amount of $6.5 million in Orangeburg, and as a result, as of January 31, 2022 the Company's ownership percentage has increased to 43.8% from approximately 2.92% at inception. McLean The Company, through a wholly-owned subsidiary, is the managing member and owns a 53% interest in McLean, which owns an Acme 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. High Ridge The Company is the managing member and owns a 26.9% interest in High Ridge. The Company's initial investment was $5.5 million, and the Company has purchased additional interests from non-managing members totaling $9.7 million and has contributed $1.5 million in additional equity to the venture through January 31, 2022. High Ridge, either directly or through a wholly-owned subsidiary, owns three commercial real estate properties, High Ridge Shopping Center, a grocery-anchored shopping center ("High Ridge Center"), and two single tenant commercial retail properties, one leased to JP Morgan Chase and one leased to CVS. Two properties are located in Stamford, CT and one property is located in Greenwich, CT. High Ridge Center is a shopping center anchored by a Trader Joe's grocery store. The properties were contributed to the new entities by the former owners who received units of ownership of High Ridge equal to the value of properties contributed less liabilities assumed. The High Ridge operating agreement provides for the non-managing members to receive an annual cash distribution, currently equal to 4.96% of their invested capital. Dumont The Company is the managing member and owns a 36.4% interest in Dumont. The Company's initial investment was $3.9 million, and the Company has purchased additional interests totaling $630,000 through January 31, 2022. Dumont owns a retail and residential real estate property, which retail portion is anchored by a Stop & Shop grocery store. The property is located in Dumont, NJ. The property was contributed to the new entity by the former owners who received units of ownership of Dumont equal to the value of contributed property less liabilities assumed. The Dumont operating agreement provides for the non-managing members to receive an annual cash distribution, currently equal to 5.0% of their invested capital. New City The Company is the managing member and owns an 84.3% equity interest in New City. The Company's initial investment was $2.4 million, and the Company has purchased additional interests totaling $289,300 through January 31, 2022. New City owns a single tenant retail real estate property located in New City, NY, which is leased to a savings bank. In addition, New City rents certain parking spaces on the property to the owner of an adjacent grocery-anchored shopping center. The property was contributed to the new entity by the former owners who received units of ownership of New City equal to the value of contributed property. The New City operating agreement provides for the non-managing member to receive an annual cash distribution, currently equal to 5.00% of his invested capital. Noncontrolling Interests The Company accounts for noncontrolling interests in accordance with ASC Topic 810, “Consolidation.” Because the limited partners or noncontrolling members in Orangeburg, McLean, High Ridge, Dumont and New City have the right to require the Company to redeem all or a part of their limited partnership or limited liability company units for cash, or at the option of the Company, shares of its Class A Common stock at prices as defined in the governing agreements, the Company reports the noncontrolling interests in the consolidated joint ventures in the mezzanine section, outside of permanent equity, of the consolidated balance sheets at redemption value which approximates fair value. The value of the Orangeburg, McLean, and a portion of the High Ridge and Dumont redemptions are based solely on the price of the Company’s Class A Common stock on the date of redemption. For the three months ended January 31, 2022 and 2021, the Company increased/(decreased) the carrying value of the noncontrolling interests by $536,000 and $4.9 million, respectively, with the corresponding adjustment recorded in stockholders’ equity. The following table sets forth the details of the Company's redeemable non-controlling interests for the three months ended January 31, 2022 and the fiscal year ended October 31, 2021 (amounts in thousands): January 31, 2022 October 31, 2021 Beginning Balance $ 67,395 $ 62,071 Change in Redemption Value 536 10,450 Partial Redemption of High Ridge Noncontrolling Interest (1,358 ) (5,126 ) Ending Balance $ 66,573 $ 67,395 |
INVESTMENTS IN AND ADVANCES TO
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES | 3 Months Ended |
Jan. 31, 2022 | |
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES [Abstract] | |
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES | (4) INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES At January 31, 2022 and October 31, 2021 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, 2022 October 31, 2021 Chestnut Ridge Shopping Center ( 50 $ 11,598 $ 12,188 Gateway Plaza ( 50 6,680 6,845 Putnam Plaza Shopping Center ( 66.67 3,518 3,231 Midway Shopping Center, L.P. ( 11.79 3,830 3,982 Applebee's at Riverhead ( 50 1,810 2,058 81 Pondfield Road Company ( 20 723 723 Total $ 28,159 $ 29,027 Chestnut Ridge Shopping Center The Company, through a wholly-owned subsidiary, owns a 50% undivided tenancy-in-common interest in the 76,000 square foot Chestnut Ridge Shopping Center located in Montvale, New Jersey (“Chestnut”), which is anchored by a Fresh Market grocery store. Gateway Plaza and Applebee's at Riverhead The Company, through two wholly-owned subsidiaries, owns a 50% undivided tenancy-in-common interest in the Gateway Plaza Shopping Center ("Gateway") and Applebee's at Riverhead ("Applebee's"). Both properties are located in Riverhead, New York. Gateway, a 198,500 square foot shopping center, is anchored by a 168,000 square foot Walmart, which also has 27,000 square feet of in-line space that is leased and a 3,500 square foot outparcel that is leased. Applebee's has a 5,400 square foot free-standing Applebee’s restaurant and a 7,200 square foot pad site that is leased. Gateway is subject to an $11.0 million non-recourse first mortgage. The mortgage matures on March 1, 2024 and requires payments of principal and interest at a fixed rate of interest of 4.2% per annum. Midway Shopping Center, L.P. The Company, through a wholly-owned subsidiary, owns an 11.79% equity interest in Midway Shopping Center L.P. (“Midway”), which owns a 247,000 square foot ShopRite-anchored shopping center in Westchester County, New York. Although the Company only has an approximate 12% equity interest in Midway, it controls 25% of the voting power of Midway and as such, has determined that it exercises significant influence over the financial and operating decisions of Midway and accounts for its investment in Midway under the equity method of accounting. The Company has allocated the $7.4 million excess of the carrying amount of its investment in and advances to Midway over the Company’s share of Midway’s net book value to real property and is amortizing the difference over the property’s estimated useful life of 39 years. Midway is subject to a non-recourse first mortgage in the amount of $24.5 million. The loan requires payments of principal and interest at the rate of 4.80% per annum and will mature in 2027 Putnam Plaza Shopping Center The Company, through a wholly-owned subsidiary, owns a 66.67% (noncontrolling) undivided tenancy-in-common interest in the 189,000 square foot Tops-anchored Putnam Plaza Shopping Center (“Putnam Plaza”) located in Carmel, New York. Putnam Plaza is subject to a non-recourse first mortgage payable in the amount of $17.9 million. The mortgage requires monthly payments of principal and interest at a fixed rate of 4.81% and will mature in 2028 81 Pondfield Road Company The Company’s other investment in an unconsolidated joint venture is a 20% interest in a retail and office building in Westchester County, New York. Equity Method of Accounting The Company accounts for the above investments under the equity method of accounting since it exercises significant influence, but does not control the joint ventures. The other venturers in the joint ventures have substantial participation rights in the financial decisions and operation of the ventures or properties, which preclude the Company from consolidating the investments. The Company has evaluated its investment in the joint ventures and has concluded that the joint ventures are not VIE's. Under the equity method of accounting, the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company’s balance sheet and the underlying equity in net assets of the venture is evaluated for impairment at each reporting period. |
LEASES
LEASES | 3 Months Ended |
Jan. 31, 2022 | |
LEASES [Abstract] | |
LEASES | (5) LEASES Lessor Accounting The Company's Lease income is comprised of both fixed and variable income, as follows: Fixed lease income includes stated amounts per the lease contract, which are primarily related to base rent. Income for these amounts is recognized on a straight line basis. Variable lease income includes recoveries from tenants, which represents amounts that tenants are contractually obligated to reimburse the Company for the tenants’ portion of Recoverable Costs. Generally, the Company’s leases provide for the tenants to reimburse the Company for Recoverable Costs based on the tenants’ share of the actual costs incurred in proportion to the tenants’ share of leased space in the property. The following table provides a disaggregation of lease income recognized during the three months ended January 31, 2022 and 2021, under ASC Topic 842, Leases Three Months Ended January 31, 2022 2021 Operating lease income: Fixed lease income (Base Rent) $ 24,839 $ 24,064 Variable lease income (Cost Recoveries) 9,274 9,978 Other lease related income, net: Above/below market rent amortization 174 95 Uncollectable amounts in lease income (113 ) (655 ) ASC Topic 842 cash basis lease income reversal (87 ) (999 ) Total lease income $ 34,087 $ 32,483 Future minimum rents under non-cancelable operating leases for the next five years and thereafter, excluding variable lease payments, are as follows (In thousands): Fiscal Year Ending 2022 (a) $ 68,454 2023 77,158 2024 66,262 2025 55,049 2026 46,874 Thereafter 216,818 Total $ 530,615 (a) The future minimum rental income for fiscal 2022 includes amounts due between February 1, 2022 through October 31, 2022. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Jan. 31, 2022 | |
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, as amended (the "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 5,500,000 shares of the Company’s common equity consisting of 350,000 Common shares, 350,000 Class A Common shares and 4,800,000 shares, which at the discretion of the compensation committee, may be awarded in any combination of Class A Common shares or Common shares. During the three months ended January 31, 2022, the Company awarded 109,500 shares of Common Stock and 149,000 shares of Class A Common Stock to participants in the Plan. The grant date fair value of restricted stock grants awarded to participants in 2022 was approximately $5.2 million. A summary of the status of the Company’s non-vested Common and Class A Common shares as of January 31, 2022, and changes during the three months ended January 31, 2022 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, 2021 927,800 $ 17.08 521,700 $ 20.12 Granted 109,500 $ 18.47 149,000 $ 21.32 Vested (103,100 ) $ 18.30 (87,100 ) $ 23.45 Forfeited - $ - (35,600 ) $ 19.51 Non-vested at January 31, 2022 934,200 $ 17.11 548,000 $ 19.95 As of January 31, 2022, there was $15.5 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, 2022 and 2021, amounts charged to compensation expense totaled $617,000 and $985,000, respectively. Share Repurchase Program The Board of Directors of the Company has approved a share repurchase program (“Current Repurchase Program”) for the repurchase of up to 2,000,000 shares, in the aggregate, of Common stock and Class A Common stock in open market transactions. The Company has repurchased 224,567 shares of Class A Common Stock and 29,154 shares of Common Stock under the Current Repurchase Program. From the inception of all repurchase programs, the Company has repurchased 949,145 shares of Class A Common Stock and 33,754 shares of Common Stock. Preferred Stock The 6.25% Series H Senior Cumulative Preferred Stock ("Series H Preferred Stock") is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the Company's option on or after September 18, 2022. The holders of our Series H Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Series H Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series H Preferred Stock, together with all of the Company's other series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Series H Preferred Stock will have the right to convert all or part of the shares of Series H Preferred Stock held by such holders on the applicable conversion date into a number of the Company's shares of Class A common stock. The 5.875% Series K Senior Cumulative Preferred Stock ("Series K 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 1, 2024. The holders of our Series K Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Series K 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 K 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 K Preferred Stock will have the right to convert all or part of the shares of Series K 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, 2022 | |
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 (level 1), contractual redemption prices per share as stated in governing agreements (level 2) or unobservable inputs considering the assumptions that market participants would make in pricing the obligations (level 3). The level 3 inputs used include an estimate of the fair value of the cash flow generated by the limited partnership or limited liability company in which the investor owns the joint venture units capitalized at prevailing market rates for properties with similar characteristics or located in similar areas. 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, 2021 and January 31, 2022, 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, 2022 Assets: Interest Rate Swap Agreement $ 1,372 $ - $ 1,372 $ - Liabilities: Interest Rate Swap Agreement $ 4,121 $ - $ 4,121 $ - Redeemable noncontrolling interests $ 66,573 $ 20,866 $ 45,161 $ 546 October 31, 2021 Assets: Interest Rate Swap Agreement $ 515 $ - $ 515 $ - Liabilities: Interest Rate Swap Agreement $ 6,735 $ - $ 6,735 $ - Redeemable noncontrolling interests $ 67,395 $ 20,283 $ 46,566 $ 546 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jan. 31, 2022 | |
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, 2022, the Company had commitments of approximately $9.0 million for capital improvements to its properties and tenant-related obligations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jan. 31, 2022 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | (9) SUBSEQUENT EVENTS In February 2022, the Company refinanced its existing $22.8 million first mortgage secured by our Stratford, CT property. The new mortgage has a principal balance of $35.0 million, has a term of 10 years, and requires payments of principal and interest at a variable rate based on the Secured Overnight Financing Rate (“SOFR”), plus an applicable spread. Concurrent with entering into the mortgage, the Company entered into an interest rate swap agreement with the lender as the counterparty, which converts the variable rate based on SOFR to a fixed rate of interest totaling 3.0525% per annum. In February 2022, the Company purchased, for $33.6 million, a 186,000 square foot grocery-anchored shopping center located in Shelton, CT. The Company funded the purchase price with available cash and a $20 million borrowing on its Facility. |
ORGANIZATION, BASIS OF PRESEN_2
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jan. 31, 2022 | |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures in which the Company meets certain criteria in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, “Consolidation”. The Company has determined that such joint ventures should be consolidated into the consolidated financial statements of the Company. In accordance with ASC Topic 970-323 “Real Estate-General-Equity Method and Joint Ventures,” joint ventures that the Company does not control but otherwise exercises significant influence over, are accounted for under the equity method of accounting. See Note 4 for further discussion of the unconsolidated joint ventures. All significant intercompany transactions and balances have been eliminated in consolidation. |
Basis of Accounting | The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for the three months ended January 31, 2022 are not necessarily indicative of the results that may be expected for the year ending October 31, 2022. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2021. |
Use of Estimates | 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 consolidated balance sheet at October 31, 2021 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 2022 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, 2022. As of January 31, 2022, the fiscal tax years 2018 through and including 2021 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. |
Marketable Securities | Marketable Securities Marketable equity securities are carried at fair value based upon quoted market prices in active markets with changes in fair value recognized in net income. |
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, 2022, 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, 2022, the Company had approximately $123.5 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 3.94% per annum. As of January 31, 2022 and October 31, 2021, the Company had a deferred liability of $4.1 million and $6.7 million, respectively (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. As of January 31, 2022 and October 31, 2021, the Company had a deferred assets of $1.4 million and $515,000, respectively, (included in other assets on the consolidated balance sheets) relating to the fair value of the Company’s interest rate swaps applicable to secured mortgages. Charges and/or credits relating to the changes in fair values of such interest rate swaps are made to other comprehensive income/(loss) as the swaps are deemed effective and are classified as a cash flow hedge. |
Comprehensive Income | Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income applicable to Common and Class A Common stockholders and other comprehensive income (loss). Other comprehensive income (loss) includes items that are otherwise recorded directly in stockholders’ equity, such as unrealized gains and losses on interest rate swaps designated as cash flow hedges, including the Company's share from entities accounted for under the equity method of accounting. At January 31, 2022, accumulated other comprehensive loss consisted of net unrealized losses on interest rate swap agreements of $3.9 million, inclusive of the Company's share of accumulated comprehensive losses from joint ventures accounted for by the equity method of accounting. At October 31, 2021, accumulated other comprehensive loss consisted of net unrealized losses on interest rate swap agreements of approximately $7.7 million, inclusive of the Company's share of accumulated comprehensive losses from joint ventures accounted for by the equity method of accounting. Unrealized gains and losses included in other comprehensive income/(loss) 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. As of January 31, 2022, management does not believe that the value of any of its real estate investments is impaired. |
Acquisition of Real Estate, Capitalization Policy and Depreciation | Acquisitions of Real Estate Investments, Capitalization Policy and Depreciation Acquisition of Real Estate Investments: The Company evaluates each acquisition of real estate or in-substance real estate (including equity interests in entities that predominantly hold real estate assets) to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted for as a business combination. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business: • Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or • The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction). An acquired process is considered substantive if: • The process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce), that is skilled, knowledgeable, and experienced in performing the process; • The process cannot be replaced without significant cost, effort, or delay; or • The process is considered unique or scarce. Generally, the Company expects that acquisitions of real estate or in-substance real estate will not meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Acquisitions of real estate and in-substance real estate that do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the acquisition consideration (including acquisition costs) is allocated to the individual assets acquired and liabilities assumed on a relative fair value basis. As a result, asset acquisitions do not result in the recognition of goodwill or a bargain purchase gain. The relative fair values used to allocate the cost of an asset acquisition are determined using the same methodologies and assumptions as the Company utilizes to determine fair value in a business combination. The value of tangible assets acquired is based upon our estimation of value on an “as if vacant” basis. The value of acquired in-place leases includes the estimated costs during the hypothetical lease-up period and other costs that would have been incurred in the execution of similar leases under the market conditions at the acquisition date of the acquired in-place lease. We assess the fair value of tangible and intangible assets based on numerous factors, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including the historical operating results, known trends, and market/economic conditions that may affect the property. The values of acquired above and below-market leases, which are included in prepaid expenses and other assets and other liabilities, respectively, are amortized over the terms of the related leases and recognized as either an increase (for below-market leases) or a decrease (for above-market leases) to rental revenue. The values of acquired in-place leases are classified in other assets in the accompanying consolidated balance sheets and amortized over the remaining terms of the related leases. Capitalization Policy: Land, buildings, property improvements, furniture/fixtures and tenant improvements are recorded at cost. Expenditures for maintenance and repairs are charged to operations as incurred. Renovations and/or replacements, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives. Depreciation: The Company is required to make subjective assessments as to the useful life of its properties for purposes of determining the amount of depreciation. These assessments have a direct impact on the Company’s net income. Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Buildings 30-40 years Property Improvements 10-20 years Furniture/Fixtures 3-10 years Tenant Improvements Shorter of lease term or their useful life |
Sale of Investment Property and Property Held for Sale | Sale of Investment Property and 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 September 2021, the Company entered into a purchase and sale agreement to sell its property located in Chester, NJ (the "Chester Property"), to an unrelated third party for a sale price of $1.96 million as that property no longer met its investment objectives. In accordance with ASC Topic 360-10-45, the property met all the criteria to be classified as held for sale in the fourth quarter of fiscal 2021, and accordingly the Company recorded a loss on property held for sale of $342,000, which loss was included in continuing operations in the consolidated statement of income for the year ended October 31, 2021. The amount of the loss represented the net carrying amount of the property over the fair value of the asset less estimated cost to sell. The net book value of the Chester Property was insignificant to financial statement presentation and as a result the Company did not include the asset as held for sale on its consolidated balance sheet at October 31, 2021. In December 2021, the Chester Property sale was completed and the Company realized an additional loss on sale of property of $8,000, which loss is included in operations in the consolidated statement of income for the three months ended January 31, 2022. The operating results of the Chester Property, which is included in operations is as follows (amounts in thousands): Three Months Ended January 31, 2022 2021 Revenues $ - $ - Property operating expense (13 ) (11 ) Depreciation and amortization - (14 ) Net Income (Loss) $ (13 ) $ (25 ) |
Lease Income, Revenue Recognition and Tenant Receivables | Lease Income, Revenue Recognition and Tenant Receivables Lease Income: The Company accounts for lease income in accordance with ASC Topic 842 "Leases". The Company's existing leases are generally classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition. The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base rent, with designated increases over the term of the lease. Some of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"). Percentage rents are recognized when the tenants achieve the specified targets as defined in their lease agreements. Additionally, most all lease agreements contain provisions for reimbursement of the tenants' share of actual real estate taxes, insurance and Common Area Maintenance ("CAM") costs (collectively, "Recoverable Costs") incurred. Lease terms generally range from 1 to 5 years for tenant spaces under 10,000 square feet (“Shop Space”) and in excess of 5 years for spaces greater than 10,000 square feet (“Anchor Spaces”). Many leases also provide the option for the tenants to extend their lease beyond the initial term of the lease. If the tenants do not exercise renewal options and the leases mature, the tenants must relinquish their space so it can be leased to a new tenant, which generally involves some level of cost to prepare the space for re-leasing. These costs are capitalized and depreciated over the shorter of the life of the subsequent lease or the life of the improvement. CAM is a non-lease component of the lease contract under ASC Topic 842, and therefore would be accounted for under ASC Topic 606, Revenue from Contracts with Customers, and presented separate from lease income in the accompanying consolidated statements of income, based on an allocation of the overall contract price, which is not necessarily the amount that would be billable to the tenants for CAM reimbursements per the terms of the lease contract. As the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenants' use of the underlying lease asset, the Company, in accordance with ASC Topic 842, combines CAM with the remaining lease components, along with tenants' reimbursement of real estate taxes and insurance, and recognize them together as lease income in the accompanying consolidated statements of income. Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectability is considered probable at the commencement date. At lease commencement, the Company expects that collectability is probable for all of its leases due to the Company’s credit checks on tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from all operating leases is initially recognized on a straight-line basis. Lease income each period is reduced by amounts considered uncollectable on a lease-by-lease basis, with any changes in collectability assessments recognized as a current period adjustment to lease income. For operating leases in which collectability of lease income is not considered probable, lease income is recognized on a cash basis and all previously recognized uncollected lease income, including straight-line rental income, is reversed in the period in which the lease income is determined not to be probable of collection. The Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant operating lease that would not have been incurred if the lease had not been obtained. These costs generally include third party broker payments, which are capitalized to deferred costs in the accompanying consolidated balance sheets and amortized over the expected term of the lease to depreciation and amortization expense in the accompanying consolidated statements of income. COVID-19 Pandemic Beginning in March 2020, many of the Company's properties were, and some continue to be, negatively impacted by the COVID-19 pandemic, as state governments mandated restrictions on the operation of non-essential businesses to prevent the spread of COVID-19, forcing many of our tenants’ businesses to close or reduce operations. As a result, 402 of approximately 836 tenants in the Company's consolidated portfolio, representing 1.6 million square feet and approximately 44.8% of the Company's annualized base rent, asked for some type of rent deferral or concession. Approximately 117 of the 402 tenants withdrew their requests for rent relief or paid their rent in full. The primary strategy of the Company with respect to rent concession requests was to defer some portion of rents due for the months of 2020 through to be paid over a later part of the lease, preferably within a period of year or less. In some instances, however, the Company determined that it was more appropriate to abate some portion of base rents. Most of the base rent deferrals or abatements entered into with tenants in the second half of fiscal 2021 and the first quarter of fiscal 2022 are additional deferrals or abatements for tenants who received prior rent concessions. From the onset In April 2020, in response to the COVID-19 pandemic, the FASB staff issued guidance that it would be acceptable for entities to make an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842, as if enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the lease contract). Consequently, for concessions related to the effects of the COVID-19 pandemic, an entity will not have to analyze each lease contract to determine whether enforceable rights and obligations for concessions exist in the lease contract and may elect to apply or not apply the lease modification guidance in Topic 842 to those contracts. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. For example, this election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract. The FASB staff expects that reasonable judgment will be exercised in making those determinations. Most concessions will provide a deferral of payments with no substantive changes to the consideration in the original lease contract. A deferral affects the timing, but the amount of the consideration is substantially the same as that required by the original lease contract. The FASB staff expects that there will be multiple ways to account for those deferrals, none of which the staff believes are preferable over others. The Company has made the election not to analyze each lease contract, and believes that, based on FASB guidance, the appropriate way to account for the concessions as described above is to account for such concessions as if no changes to the lease contracts were made. Under that accounting, a lessor would increase its lease receivable (straight-line rents receivable) and would continue to recognize income during the deferral period, assuming that the collectability of the future rents under the lease contract are considered collectable. If it is determined that the future rents of any lease contract are not collectable, the Company would treat that lease contract on a cash basis as defined in ASC Topic 842. When collection of substantially all lease payments during the lease term is not considered probable, total lease revenue is limited to the lesser of revenue recognized under accrual accounting or cash received. Determining the probability of collection of substantially all lease payments during a lease term requires significant judgment. This determination is impacted by numerous factors, including our assessment of the tenant’s credit worthiness, economic conditions, tenant sales productivity in that location, historical experience with the tenant and tenants operating in the same industry, future prospects for the tenant and the industry in which it operates, and the length of the lease term. If leases currently classified as probable are subsequently reclassified as not probable, any outstanding lease receivables (including straight-line rent receivables) would be written-off with a corresponding decrease in lease income. Revenue Recognition In those instances, in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition on operating leases 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. 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. Percentage rent is recognized when a specific tenant’s sales breakpoint is achieved. Tenant Receivables The actions taken by federal, state and local governments to mitigate the spread of COVID-19, initially by ordering closures of non-essential businesses and ordering residents to generally stay at home, and subsequent phased re-openings have resulted in many of our tenants temporarily or even permanently closing their businesses, and for some, it has impacted their ability to pay rent although this situation is rapidly improving as a large part of the country becomes vaccinated and the pandemic continues to wane. As a result, in accordance with ASC Topic 842, we revised our collectability assumptions for many of our tenants that were most significantly impacted by COVID-19. This amount includes changes in our collectability assessments for certain tenants in our portfolio from probable to not probable, which requires that revenue recognition for those tenants be converted to cash basis accounting, with previously uncollected billed rents reversed in the current period. From the beginning of the COVID-19 pandemic through the end of our second quarter of fiscal 2021, we converted 89 t During the , we restored of the original tenants to accrual-basis revenue recognition as those tenants have demonstrated that they have paid all of their billed rents for six consecutive months and have no significant unpaid billings as of . When a tenant is restored to accrual-basis revenue recognition, the Company records revenue on the straight-line basis. As such the Company recorded straight-line rent revenue in the amount of $ for these tenants in the three months ended .In the , the Company reversed straight-line rent revenue in the amount of $ related to tenants coverted to cash-basis revenue recognition. As of January 31, 2022, the Company is recording lease income on a cash basis for approximately 5.6% of our tenants in accordance with ASC Topic 842. During the three months ended January 31, 2022 and 2021, we recognized collectability adjustments totaling $200,000 and $2.1 million, respectively. In addition, as a result of not converting any tenants to cash basis accounting in the three months ended January 31, 2022, we did not have any write-offs of previously recorded straight-line rent in the three months ended January 31, 2022. At January 31, 2022 and October 31, 2021, $19,676,000 and $19,670,000, respectively, have been recognized as straight-line rents receivable (representing the current cumulative rents recognized prior to when billed and collectable as provided by the terms of the leases), all of which is included in tenant receivables in the accompanying consolidated financial statements. The Company provides an allowance for doubtful accounts against the portion of tenant receivables that is estimated to be uncollectable. Such allowances are reviewed periodically. At January 31, 2022 and October 31, 2021, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $7,542,000 and $7,469,000, respectively. Included in the aforementioned allowance for doubtful accounts is an amount for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable which is estimated to be uncollectable. |
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, 2022 2021 Numerator Net income applicable to common stockholders – basic $ 1,194 $ 977 Effect of dilutive securities: Restricted stock awards 34 12 Net income applicable to common stockholders – diluted $ 1,228 $ 989 Denominator Denominator for basic EPS – weighted average common shares 9,327 9,250 Effect of dilutive securities: Restricted stock awards 383 143 Denominator for diluted EPS – weighted average common equivalent shares 9,710 9,393 Numerator Net income applicable to Class A common stockholders-basic $ 4,203 $ 3,502 Effect of dilutive securities: Restricted stock awards (34 ) (12 ) Net income applicable to Class A common stockholders – diluted $ 4,169 $ 3,490 Denominator Denominator for basic EPS – weighted average Class A common shares 29,659 29,590 Effect of dilutive securities: Restricted stock awards 109 - Denominator for diluted EPS – weighted average Class A common equivalent shares 29,768 29,590 |
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: Three Months Ended January 31, 2022 2021 Ridgeway Revenues 10.1 % 10.0 % All Other Property Revenues 89.9 % 90.0 % Consolidated Revenue 100.0 % 100.0 % January 31, 2022 October 31, 2021 Ridgeway Assets 6.3 % 6.3 % All Other Property Assets 93.7 % 93.7 % 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, 2022 or the year ended October 31, 2021. January 31, 2022 October 31, 2021 Ridgeway Percent Leased 92 % 92 % Ridgeway Significant Tenants by Annual Base Rents Three Months Ended January 31, 2022 2021 The Stop & Shop Supermarket Company 21 % 20 % Bed, Bath & Beyond 15 % 14 % Marshall’s Inc., a division of the TJX Companies 11 % 10 % All Other Tenants at Ridgeway (Note 2) 53 % 56 % 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): Three Months Ended January 31, 2022 Ridgeway All Other Operating Segments Total Consolidated Revenues $ 3,639 $ 31,916 $ 35,555 Operating Expenses and Property Taxes $ 1,143 $ 11,782 $ 12,925 Interest Expense $ 418 $ 2,884 $ 3,302 Depreciation and Amortization $ 521 $ 6,623 $ 7,144 Net Income $ 1,557 $ 8,164 $ 9,721 Income Statement (In Thousands): Three Months Ended January 31, 2021 Ridgeway All Other Operating Segments Total Consolidated Revenues $ 3,461 $ 30,816 $ 34,277 Operating Expenses and Property Taxes $ 1,154 $ 11,021 $ 12,175 Interest Expense $ 428 $ 2,964 $ 3,392 Depreciation and Amortization $ 580 $ 6,938 $ 7,518 Net Income $ 1,299 $ 7,505 $ 8,804 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based compensation plans under the provisions of ASC Topic 718, “Stock Compensation”, which requires that compensation expense be recognized, based on the fair value of the stock awards less estimated forfeitures. The fair value of stock awards is equal to the fair value of the Company’s stock on the grant date. The Company recognizes compensation expense for its stock awards by amortizing the fair value of stock awards over the requisite service periods of such awards. In certain cases, as defined in the participant agreements, the vesting of stock awards can be accelerated, which will result in the Company charging to compensation expense the remaining unamortized restricted stock compensation related to those stock awards. |
Reclassification | Reclassifications Certain prior period amounts have been reclassified to conform to the current period’s presentation. |
New Accounting Standards | New Accounting Standards In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848).” ASU No. 2020-04 contains practical expedients for reference rate-reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU No. 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the three months ended April 30, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. The Company has evaluated all other new ASUs 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, 2022. |
CONSOLIDATED JOINT VENTURES A_2
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS (Policies) | 3 Months Ended |
Jan. 31, 2022 | |
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests The Company accounts for noncontrolling interests in accordance with ASC Topic 810, “Consolidation.” Because the limited partners or noncontrolling members in Orangeburg, McLean, High Ridge, Dumont and New City have the right to require the Company to redeem all or a part of their limited partnership or limited liability company units for cash, or at the option of the Company, shares of its Class A Common stock at prices as defined in the governing agreements, the Company reports the noncontrolling interests in the consolidated joint ventures in the mezzanine section, outside of permanent equity, of the consolidated balance sheets at redemption value which approximates fair value. The value of the Orangeburg, McLean, and a portion of the High Ridge and Dumont redemptions are based solely on the price of the Company’s Class A Common stock on the date of redemption. For the three months ended January 31, 2022 and 2021, the Company increased/(decreased) the carrying value of the noncontrolling interests by $536,000 and $4.9 million, respectively, with the corresponding adjustment recorded in stockholders’ equity. |
ORGANIZATION, BASIS OF PRESEN_3
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jan. 31, 2022 | |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
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 |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The operating results of the Chester Property, which is included in operations is as follows (amounts in thousands): Three Months Ended January 31, 2022 2021 Revenues $ - $ - Property operating expense (13 ) (11 ) Depreciation and amortization - (14 ) Net Income (Loss) $ (13 ) $ (25 ) |
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, 2022 2021 Numerator Net income applicable to common stockholders – basic $ 1,194 $ 977 Effect of dilutive securities: Restricted stock awards 34 12 Net income applicable to common stockholders – diluted $ 1,228 $ 989 Denominator Denominator for basic EPS – weighted average common shares 9,327 9,250 Effect of dilutive securities: Restricted stock awards 383 143 Denominator for diluted EPS – weighted average common equivalent shares 9,710 9,393 Numerator Net income applicable to Class A common stockholders-basic $ 4,203 $ 3,502 Effect of dilutive securities: Restricted stock awards (34 ) (12 ) Net income applicable to Class A common stockholders – diluted $ 4,169 $ 3,490 Denominator Denominator for basic EPS – weighted average Class A common shares 29,659 29,590 Effect of dilutive securities: Restricted stock awards 109 - Denominator for diluted EPS – weighted average Class A common equivalent shares 29,768 29,590 |
Major Customers by Reporting Segments | Segment information about Ridgeway as required by ASC Topic 280 is included below: Three Months Ended January 31, 2022 2021 Ridgeway Revenues 10.1 % 10.0 % All Other Property Revenues 89.9 % 90.0 % Consolidated Revenue 100.0 % 100.0 % January 31, 2022 October 31, 2021 Ridgeway Assets 6.3 % 6.3 % All Other Property Assets 93.7 % 93.7 % 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, 2022 or the year ended October 31, 2021. January 31, 2022 October 31, 2021 Ridgeway Percent Leased 92 % 92 % Ridgeway Significant Tenants by Annual Base Rents Three Months Ended January 31, 2022 2021 The Stop & Shop Supermarket Company 21 % 20 % Bed, Bath & Beyond 15 % 14 % Marshall’s Inc., a division of the TJX Companies 11 % 10 % All Other Tenants at Ridgeway (Note 2) 53 % 56 % Total 100 % 100 % |
Segment Reporting Information by Segment | Income Statement (In Thousands): Three Months Ended January 31, 2022 Ridgeway All Other Operating Segments Total Consolidated Revenues $ 3,639 $ 31,916 $ 35,555 Operating Expenses and Property Taxes $ 1,143 $ 11,782 $ 12,925 Interest Expense $ 418 $ 2,884 $ 3,302 Depreciation and Amortization $ 521 $ 6,623 $ 7,144 Net Income $ 1,557 $ 8,164 $ 9,721 Income Statement (In Thousands): Three Months Ended January 31, 2021 Ridgeway All Other Operating Segments Total Consolidated Revenues $ 3,461 $ 30,816 $ 34,277 Operating Expenses and Property Taxes $ 1,154 $ 11,021 $ 12,175 Interest Expense $ 428 $ 2,964 $ 3,392 Depreciation and Amortization $ 580 $ 6,938 $ 7,518 Net Income $ 1,299 $ 7,505 $ 8,804 |
CONSOLIDATED JOINT VENTURES A_3
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS (Tables) | 3 Months Ended |
Jan. 31, 2022 | |
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS [Abstract] | |
Redeemable Non-controlling Interests | The following table sets forth the details of the Company's redeemable non-controlling interests for the three months ended January 31, 2022 and the fiscal year ended October 31, 2021 (amounts in thousands): January 31, 2022 October 31, 2021 Beginning Balance $ 67,395 $ 62,071 Change in Redemption Value 536 10,450 Partial Redemption of High Ridge Noncontrolling Interest (1,358 ) (5,126 ) Ending Balance $ 66,573 $ 67,395 |
INVESTMENTS IN AND ADVANCES T_2
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES (Tables) | 3 Months Ended |
Jan. 31, 2022 | |
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES [Abstract] | |
Investments in and Advances to Unconsolidated Joint Ventures | At January 31, 2022 and October 31, 2021 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, 2022 October 31, 2021 Chestnut Ridge Shopping Center ( 50 $ 11,598 $ 12,188 Gateway Plaza ( 50 6,680 6,845 Putnam Plaza Shopping Center ( 66.67 3,518 3,231 Midway Shopping Center, L.P. ( 11.79 3,830 3,982 Applebee's at Riverhead ( 50 1,810 2,058 81 Pondfield Road Company ( 20 723 723 Total $ 28,159 $ 29,027 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Jan. 31, 2022 | |
LEASES [Abstract] | |
Disaggregation of Lease Income Recognized | The following table provides a disaggregation of lease income recognized during the three months ended January 31, 2022 and 2021, under ASC Topic 842, Leases Three Months Ended January 31, 2022 2021 Operating lease income: Fixed lease income (Base Rent) $ 24,839 $ 24,064 Variable lease income (Cost Recoveries) 9,274 9,978 Other lease related income, net: Above/below market rent amortization 174 95 Uncollectable amounts in lease income (113 ) (655 ) ASC Topic 842 cash basis lease income reversal (87 ) (999 ) Total lease income $ 34,087 $ 32,483 |
Future Minimum Rents under Non-Cancelable Operating Leases | Future minimum rents under non-cancelable operating leases for the next five years and thereafter, excluding variable lease payments, are as follows (In thousands): Fiscal Year Ending 2022 (a) $ 68,454 2023 77,158 2024 66,262 2025 55,049 2026 46,874 Thereafter 216,818 Total $ 530,615 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Jan. 31, 2022 | |
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, 2022, and changes during the three months ended January 31, 2022 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, 2021 927,800 $ 17.08 521,700 $ 20.12 Granted 109,500 $ 18.47 149,000 $ 21.32 Vested (103,100 ) $ 18.30 (87,100 ) $ 23.45 Forfeited - $ - (35,600 ) $ 19.51 Non-vested at January 31, 2022 934,200 $ 17.11 548,000 $ 19.95 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Jan. 31, 2022 | |
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, 2022 Assets: Interest Rate Swap Agreement $ 1,372 $ - $ 1,372 $ - Liabilities: Interest Rate Swap Agreement $ 4,121 $ - $ 4,121 $ - Redeemable noncontrolling interests $ 66,573 $ 20,866 $ 45,161 $ 546 October 31, 2021 Assets: Interest Rate Swap Agreement $ 515 $ - $ 515 $ - Liabilities: Interest Rate Swap Agreement $ 6,735 $ - $ 6,735 $ - Redeemable noncontrolling interests $ 67,395 $ 20,283 $ 46,566 $ 546 |
ORGANIZATION, BASIS OF PRESEN_4
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Business (Details) ft² in Millions | Jan. 31, 2022ft²Property |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Number of properties the Company owned or had equity interest in | Property | 78 |
Gross leasable area of properties the Company owned or had equity interest in | ft² | 5.1 |
ORGANIZATION, BASIS OF PRESEN_5
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Federal Income Taxes (Details) | 3 Months Ended |
Jan. 31, 2022 | |
Federal Income Taxes [Abstract] | |
Minimum real estate trust taxable income required to be distributed for REIT to be nontaxable | 90.00% |
Minimum [Member] | |
Federal Income Taxes [Abstract] | |
Tax years remaining open to examination by Internal Revenue Service | 2018 |
Maximum [Member] | |
Federal Income Taxes [Abstract] | |
Tax years remaining open to examination by Internal Revenue Service | 2021 |
ORGANIZATION, BASIS OF PRESEN_6
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Derivative Financial Instruments (Details) - Interest Rate Swap [Member] - Mortgage Loan [Member] - USD ($) | Jan. 31, 2022 | Oct. 31, 2021 |
Derivative Financial Instruments [Abstract] | ||
Mortgage loans subject to interest rate swap | $ 123,500,000 | |
Average fixed annual rate on interest rate swap | 3.94% | |
Deferred liabilities relating to fair value of interest rate swap | $ 4,100,000 | $ 6,700,000 |
Deferred assets relating to fair value of interest rate swap | $ 1,400,000 | $ 515,000 |
ORGANIZATION, BASIS OF PRESEN_7
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Jan. 31, 2022 | Oct. 31, 2021 | |
Comprehensive Income [Abstract] | ||
Net unrealized gains (losses) on interest rate swap agreements included in accumulated other comprehensive income | $ (3.9) | $ (7.7) |
ORGANIZATION, BASIS OF PRESEN_8
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Depreciation (Details) | 3 Months Ended |
Jan. 31, 2022 | |
Buildings [Member] | Minimum [Member] | |
Depreciation [Abstract] | |
Estimated useful life | 30 years |
Buildings [Member] | Maximum [Member] | |
Depreciation [Abstract] | |
Estimated useful life | 40 years |
Property Improvements [Member] | Minimum [Member] | |
Depreciation [Abstract] | |
Estimated useful life | 10 years |
Property Improvements [Member] | Maximum [Member] | |
Depreciation [Abstract] | |
Estimated useful life | 20 years |
Furniture/Fixtures [Member] | Minimum [Member] | |
Depreciation [Abstract] | |
Estimated useful life | 3 years |
Furniture/Fixtures [Member] | Maximum [Member] | |
Depreciation [Abstract] | |
Estimated useful life | 10 years |
Tenant Improvements [Member] | |
Depreciation [Abstract] | |
Estimated useful life | Shorter of lease term or their useful life |
ORGANIZATION, BASIS OF PRESEN_9
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Sale of Investment Property and Property Held for Sale (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | Oct. 31, 2021 | |
Property Held for Sale [Abstract] | |||
Gain on sale of properties | $ 2,000 | $ (28,000) | |
Revenues | 35,555,000 | 34,277,000 | |
Depreciation and amortization | (7,144,000) | (7,518,000) | |
Net Income | 9,721,000 | 8,804,000 | |
Disposal Group, Not Discontinued Operations [Member] | Chester, NJ [Member] | |||
Property Held for Sale [Abstract] | |||
Proceeds from sale of property held for sale | $ 1,960,000 | ||
Gain on sale of properties | (8,000) | $ (342,000) | |
Revenues | 0 | 0 | |
Property operating expense | (13,000) | (11,000) | |
Depreciation and amortization | 0 | (14,000) | |
Net Income | $ (13,000) | $ (25,000) |
ORGANIZATION, BASIS OF PRESE_10
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Lease Income, Revenue Recognition and Tenant Receivables (Details) ft² in Millions | 3 Months Ended | 22 Months Ended | ||
Jan. 31, 2022USD ($)Tenant | Jan. 31, 2021USD ($)Tenant | Jan. 31, 2022USD ($)ft²Tenant | Oct. 31, 2021USD ($) | |
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||
Number of tenant rent relief requests received by company | 402 | |||
Approximate number of tenants in our consolidated portfolio | 836 | |||
Number of tenants withdrawing rent concession request | 117 | |||
Square feet of spaced occupied by tenants requesting rent relief | ft² | 1.6 | |||
Percent of annualized base rent for tenants requesting rent relief | 44.80% | |||
Number of lease modifications completed | 288 | |||
Dollar Value of Base Rent Deferrals | $ | $ 50,581 | $ 399,000 | $ 4,000,000 | |
Dollar Value of Base Rent Abatements | $ | $ 123,559 | $ 2,000,000 | $ 4,500,000 | |
Number of rent deferrals completed | 1 | 9 | ||
Number of rent abatements | 8 | 23 | ||
Total Collectability Adjustment | $ | $ 200,000 | $ 2,100,000 | ||
Tenants with revenue recognized on a cash basis | 89 | 89 | ||
Number of Original Cash Basis Tenants that are not tenants in portfolio | 28 | 28 | ||
Tenants converted back to accrual accounting | 3 | 3 | ||
Straight-line rents receivable restored for tenants converted back to accrual accounting | $ | $ 24,000 | $ 441,000 | ||
Percent of tenants in the company's consolidated portfolio that are being accounted for on cash basis | 5.60% | 5.60% | ||
Straight-line rents receivable | $ | $ 19,676,000 | $ 19,676,000 | $ 19,670,000 | |
Tenants receivable, allowance for doubtful accounts | $ | $ 7,542,000 | $ 7,542,000 | $ 7,469,000 | |
Allowance of doubtful accounts against tenants receivables, percentage of deferred straight-line rents receivable | 10.00% | 10.00% |
ORGANIZATION, BASIS OF PRESE_11
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Numerator [Abstract] | ||
Net income applicable to common stockholders - basic | $ 5,397 | $ 4,479 |
Common Stock [Member] | ||
Numerator [Abstract] | ||
Net income applicable to common stockholders - basic | 1,194 | 977 |
Effect of dilutive securities [Abstract] | ||
Restricted stock awards | 34 | 12 |
Net income applicable to common stockholders - diluted | $ 1,228 | $ 989 |
Denominator [Abstract] | ||
Denominator for basic EPS - weighted average common shares (in shares) | 9,327 | 9,250 |
Effect of dilutive securities [Abstract] | ||
Restricted stock awards (in shares) | 383 | 143 |
Denominator for diluted EPS - weighted average common equivalent shares (in shares) | 9,710 | 9,393 |
Class A Common Stock [Member] | ||
Numerator [Abstract] | ||
Net income applicable to common stockholders - basic | $ 4,203 | $ 3,502 |
Effect of dilutive securities [Abstract] | ||
Restricted stock awards | (34) | (12) |
Net income applicable to common stockholders - diluted | $ 4,169 | $ 3,490 |
Denominator [Abstract] | ||
Denominator for basic EPS - weighted average common shares (in shares) | 29,659 | 29,590 |
Effect of dilutive securities [Abstract] | ||
Restricted stock awards (in shares) | 109 | 0 |
Denominator for diluted EPS - weighted average common equivalent shares (in shares) | 29,768 | 29,590 |
ORGANIZATION, BASIS OF PRESE_12
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Segment Reporting - Concentration Risks (Details) | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2022ft²Segment | Jan. 31, 2021 | Oct. 31, 2021 | |
Segment Reporting [Abstract] | |||
Number of reportable segments | Segment | 1 | ||
Ridgeway Significant Tenants [Abstract] | |||
Gross leasable area of properties the Company owned or had equity interest in | 5,100,000 | ||
Ridgeway [Member] | |||
Ridgeway Significant Tenants [Abstract] | |||
Gross leasable area of properties the Company owned or had equity interest in | 374,000 | ||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||
Ridgeway Significant Tenants [Abstract] | |||
Concentration risk, percentage | 100.00% | 100.00% | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Ridgeway [Member] | |||
Ridgeway Significant Tenants [Abstract] | |||
Concentration risk, percentage | 10.10% | 10.00% | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | All Other Operating Segments [Member] | |||
Ridgeway Significant Tenants [Abstract] | |||
Concentration risk, percentage | 89.90% | 90.00% | |
Assets, Total [Member] | Customer Concentration Risk [Member] | |||
Ridgeway Significant Tenants [Abstract] | |||
Concentration risk, percentage | 100.00% | 100.00% | |
Assets, Total [Member] | Customer Concentration Risk [Member] | Ridgeway [Member] | |||
Ridgeway Significant Tenants [Abstract] | |||
Concentration risk, percentage | 6.30% | 6.30% | |
Assets, Total [Member] | Customer Concentration Risk [Member] | All Other Operating Segments [Member] | |||
Ridgeway Significant Tenants [Abstract] | |||
Concentration risk, percentage | 93.70% | 93.70% | |
Base Rent [Member] | Customer Concentration Risk [Member] | Ridgeway [Member] | |||
Ridgeway Significant Tenants [Abstract] | |||
Concentration risk, percentage | 100.00% | 100.00% | |
Percent leased | 92.00% | 92.00% | |
Base Rent [Member] | Customer Concentration Risk [Member] | The Stop & Shop Supermarket Company [Member] | Ridgeway [Member] | |||
Ridgeway Significant Tenants [Abstract] | |||
Concentration risk, percentage | 21.00% | 20.00% | |
Base Rent [Member] | Customer Concentration Risk [Member] | Bed, Bath & Beyond [Member] | Ridgeway [Member] | |||
Ridgeway Significant Tenants [Abstract] | |||
Concentration risk, percentage | 15.00% | 14.00% | |
Base Rent [Member] | Customer Concentration Risk [Member] | Marshall's Inc., [Member] | Ridgeway [Member] | |||
Ridgeway Significant Tenants [Abstract] | |||
Concentration risk, percentage | 11.00% | 10.00% | |
Base Rent [Member] | Customer Concentration Risk [Member] | All Other Tenants at Ridgeway [Member] | Ridgeway [Member] | |||
Ridgeway Significant Tenants [Abstract] | |||
Concentration risk, percentage | 53.00% | 56.00% |
ORGANIZATION, BASIS OF PRESE_13
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Segment Reporting - Income Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Income Statements [Abstract] | ||
Revenues | $ 35,555 | $ 34,277 |
Property Operating Expenses | 12,925 | 12,175 |
Interest Expense | 3,302 | 3,392 |
Depreciation and Amortization | 7,144 | 7,518 |
Net Income | 9,721 | 8,804 |
Ridgeway [Member] | ||
Income Statements [Abstract] | ||
Revenues | 3,639 | 3,461 |
Property Operating Expenses | 1,143 | 1,154 |
Interest Expense | 418 | 428 |
Depreciation and Amortization | 521 | 580 |
Net Income | 1,557 | 1,299 |
All Other Operating Segments [Member] | ||
Income Statements [Abstract] | ||
Revenues | 31,916 | 30,816 |
Property Operating Expenses | 11,782 | 11,021 |
Interest Expense | 2,884 | 2,964 |
Depreciation and Amortization | 6,623 | 6,938 |
Net Income | $ 8,164 | $ 7,505 |
UNSECURED REVOLVING CREDIT FA_2
UNSECURED REVOLVING CREDIT FACILITY (Details) $ in Millions | 3 Months Ended |
Jan. 31, 2022USD ($)Bank | |
Mortgage Loan [Member] | Boonton, NJ [Member] | |
Debt Instruments [Abstract] | |
Estimated fair value of first mortgage secured by property | $ 11 |
Mortgage Loan Balance - Existing | $ 6.5 |
Debt Instrument, Interest Rate, Stated Percentage | 3.45% |
New mortgage loan term | 10 years |
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | |
Revolving Credit Facility [Abstract] | |
Maximum borrowing capacity | $ 125 |
Number of syndicated banks | Bank | 3 |
Option, maximum borrowing capacity | $ 175 |
Maturity date | Mar. 29, 2024 |
Extension period | 1 year |
Covenant compliance | The Company was in compliance with such covenants at January 31, 2022. |
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | Minimum [Member] | |
Revolving Credit Facility [Abstract] | |
Commitment fee | 0.15% |
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | Maximum [Member] | |
Revolving Credit Facility [Abstract] | |
Commitment fee | 0.25% |
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | Eurodollar [Member] | |
Revolving Credit Facility [Abstract] | |
Benchmark interest rate | Eurodollar rate |
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | Eurodollar [Member] | Minimum [Member] | |
Revolving Credit Facility [Abstract] | |
Basis spread on variable rate | 1.45% |
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | Eurodollar [Member] | Maximum [Member] | |
Revolving Credit Facility [Abstract] | |
Basis spread on variable rate | 2.20% |
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | The Bank of New York Mellon's Prime Rate [Member] | |
Revolving Credit Facility [Abstract] | |
Benchmark interest rate | The Bank of New York Mellon's prime lending rate |
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | The Bank of New York Mellon's Prime Rate [Member] | Minimum [Member] | |
Revolving Credit Facility [Abstract] | |
Basis spread on variable rate | 0.45% |
BNY, Wells Fargo and Bank of Montreal [Member] | Unsecured Revolving Credit Agreement [Member] | The Bank of New York Mellon's Prime Rate [Member] | Maximum [Member] | |
Revolving Credit Facility [Abstract] | |
Basis spread on variable rate | 1.20% |
BNY, Wells Fargo and Bank of Montreal [Member] | Letter of Credit [Member] | |
Revolving Credit Facility [Abstract] | |
Maximum borrowing capacity | $ 10 |
CONSOLIDATED JOINT VENTURES A_4
CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS (Details) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2022USD ($)InvestmentPropertyshares | Jan. 31, 2021USD ($) | Oct. 31, 2021USD ($) | Mar. 28, 2012 | |
Business Acquisition [Line Items] | ||||
Number of real estate joint venture investments | Investment | 5 | |||
Number of commercial real estate properties owned | Property | 78 | |||
Redeemable non-controlling interests [Roll Forward] | ||||
Beginning Balance | $ 67,395,000 | $ 62,071,000 | $ 62,071,000 | |
Change in Redemption Value | 536,000 | $ 4,900,000 | 10,450,000 | |
Redemption Value of UB High Ridge non-controlling interest | (1,358,000) | (5,126,000) | ||
Ending Balance | $ 66,573,000 | $ 67,395,000 | ||
UB Orangeburg, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership interest | 43.80% | 2.92% | ||
Additional investment in consolidated joint venture | $ 6,500,000 | |||
UB Orangeburg, LLC [Member] | Class A Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares of common stock included in calculation of regular quarterly cash distribution equivalent to annual cash distribution to non-managing member of subsidiary (in shares) | shares | 1 | |||
McLean Plaza Associates, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership interest | 53.00% | |||
Fixed annual distribution | 5.05% | |||
UB High Ridge, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of commercial real estate properties owned | Property | 3 | |||
Cost of acquisition | $ 5,500,000 | |||
Ownership interest | 26.90% | |||
Fixed annual distribution | 4.96% | |||
Additional investment in consolidated joint venture | $ 9,700,000 | |||
Additional Equity Contributed to Joint Venture | 1,500,000 | |||
UB Dumont I, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cost of acquisition | $ 3,900,000 | |||
Ownership interest | 36.40% | |||
Fixed annual distribution | 5.00% | |||
Additional investment in consolidated joint venture | $ 630,000 | |||
UB New City I, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cost of acquisition | $ 2,400,000 | |||
Ownership interest | 84.30% | |||
Fixed annual distribution | 5.00% | |||
Additional investment in consolidated joint venture | $ 289,300 |
INVESTMENTS IN AND ADVANCES T_3
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES (Details) $ in Thousands | 3 Months Ended | |
Jan. 31, 2022USD ($)ft²Subsidiary | Oct. 31, 2021USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 28,159 | $ 29,027 |
Gateway Plaza [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 6,680 | $ 6,845 |
Ownership interest | 50.00% | 50.00% |
Area of property | ft² | 198,500 | |
In-line space | ft² | 27,000 | |
Area of newly build and fully leased pad site | ft² | 3,500 | |
Gateway Plaza [Member] | Non-recourse First Mortgage Payable [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Fixed interest rate | 4.20% | |
Maturity date | Mar. 1, 2024 | |
Debt instrument, face amount | $ 11,000 | |
Walmart in Gateway Plaza Shopping Center [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Area of property | ft² | 168,000 | |
Putnam Plaza Shopping Center [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 3,518 | $ 3,231 |
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 | 4.81% | |
Maturity date | Oct. 1, 2028 | |
Debt instrument, face amount | $ 17,900 | |
Midway Shopping Center, L.P. [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 3,830 | $ 3,982 |
Ownership interest | 11.79% | 11.79% |
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 | Dec. 31, 2027 | |
Debt instrument, face amount | $ 24,500 | |
Applebee's at Riverhead [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 1,810 | $ 2,058 |
Ownership interest | 50.00% | 50.00% |
Area of property | ft² | 5,400 | |
Area of newly build and fully leased pad site | ft² | 7,200 | |
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% |
Gateway Plaza and Applebee's at Riverhead [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Number of wholly-owned subsidiaries involved in acquisition of properties | Subsidiary | 2 | |
Ownership interest | 50.00% | |
Chestnut Ridge [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in and advances to unconsolidated joint ventures | $ 11,598 | $ 12,188 |
Ownership interest | 50.00% | 50.00% |
Area of property | ft² | 76,000 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | ||
Operating lease income [Abstract] | |||
Fixed lease income (Base Rent) | $ 24,839 | $ 24,064 | |
Variable lease income (Recoverable Costs) | 9,274 | 9,978 | |
Other lease related income, net [Abstract] | |||
Above/below market rent amortization | 174 | 95 | |
Uncollectable amounts in lease income | (113) | (655) | |
Reduction in lease income for ASC Topic 842 cash-basis conversion | (87) | (999) | |
Total lease income | 34,087 | $ 32,483 | |
Future Minimum Rents under Non-Cancelable Operating Leases [Abstract] | |||
2022 (a) | [1] | 68,454 | |
2023 | 77,158 | ||
2024 | 66,262 | ||
2025 | 55,049 | ||
2026 | 46,874 | ||
Thereafter | 216,818 | ||
Total | $ 530,615 | ||
[1] | The future minimum rental income for fiscal 2022 includes amounts due between February 1, 2022 through October 31, 2022. |
STOCKHOLDERS' EQUITY, Authorize
STOCKHOLDERS' EQUITY, Authorized Stock and Restricted Stock Plan (Details) - USD ($) | 3 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Oct. 31, 2021 | |
Authorized Stock [Abstract] | |||
Shares authorized (in shares) | 200,000,000 | ||
Excess stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Preferred Stock, shares authorized (in shares) | 50,000,000 | ||
Common Stock [Member] | |||
Authorized Stock [Abstract] | |||
Common stock, shares authorized (in shares) | 30,000,000 | ||
Class A Common Stock [Member] | |||
Authorized Stock [Abstract] | |||
Common stock, shares authorized (in shares) | 100,000,000 | ||
Restricted Stock [Member] | |||
Non-vested shares, weighted-average grant-date fair value [Roll forward] | |||
Unamortized restricted stock compensation | $ 15,500,000 | ||
Weighted average period for recognizing unamortized expense | 5 years 1 month 6 days | ||
Total amounts charged to compensation expense | $ 617,000 | $ 985,000 | |
Restricted Stock [Member] | Common Stock [Member] | |||
Restricted Stock Plan [Abstract] | |||
Number of shares awarded (in shares) | 109,500 | ||
Non-vest shares, number of shares [Roll forward] | |||
Non-vested at October 31, 2021 | 927,800 | ||
Granted (in shares) | 109,500 | ||
Vested (in shares) | (103,100) | ||
Forfeited (in shares) | 0 | ||
Non-vested at January 31, 2022 | 934,200 | ||
Non-vested shares, weighted-average grant-date fair value [Roll forward] | |||
Non-vested, beginning of period (in dollars per share) | $ 17.08 | ||
Granted (in dollars per share) | 18.47 | ||
Vested (in dollars per share) | 18.30 | ||
Forfeited (in dollars per share) | 0 | ||
Non-vested, end of period (in dollars per share) | $ 17.11 | ||
Restricted Stock [Member] | Class A Common Stock [Member] | |||
Restricted Stock Plan [Abstract] | |||
Number of shares awarded (in shares) | 149,000 | ||
Non-vest shares, number of shares [Roll forward] | |||
Non-vested at October 31, 2021 | 521,700 | ||
Granted (in shares) | 149,000 | ||
Vested (in shares) | (87,100) | ||
Forfeited (in shares) | (35,600) | ||
Non-vested at January 31, 2022 | 548,000 | ||
Non-vested shares, weighted-average grant-date fair value [Roll forward] | |||
Non-vested, beginning of period (in dollars per share) | $ 20.12 | ||
Granted (in dollars per share) | 21.32 | ||
Vested (in dollars per share) | 23.45 | ||
Forfeited (in dollars per share) | 19.51 | ||
Non-vested, end of period (in dollars per share) | $ 19.95 | ||
Restricted Stock Plan [Member] | Class A Common Shares or Common Shares [Member] | |||
Restricted Stock Plan [Abstract] | |||
Number of shares authorized (in shares) | 5,500,000 | ||
Restricted Stock Plan [Member] | Restricted Stock [Member] | Common Stock [Member] | |||
Restricted Stock Plan [Abstract] | |||
Number of shares authorized (in shares) | 350,000 | ||
Restricted Stock Plan [Member] | Restricted Stock [Member] | Class A Common Stock [Member] | |||
Restricted Stock Plan [Abstract] | |||
Number of shares authorized (in shares) | 350,000 | ||
Restricted Stock Plan [Member] | Restricted Stock [Member] | Class A Common Shares or Common Shares [Member] | |||
Restricted Stock Plan [Abstract] | |||
Number of shares authorized (in shares) | 4,800,000 | ||
Grant date fair value | $ 5,200,000 |
STOCKHOLDERS' EQUITY, Share Rep
STOCKHOLDERS' EQUITY, Share Repurchase Program and Preferred Stock (Details) | 3 Months Ended |
Jan. 31, 2022QuarterDirector$ / sharesshares | |
Current Program [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Number of shares authorized to be repurchased (in shares) | 2,000,000 |
Common Stock [Member] | Share Repurchase Program [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Number of shares repurchased since inception of all repurchase programs (in shares) | 33,754 |
Common Stock [Member] | Current Program [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Number of Shares Repurchased Since Inception of Current Repurchase Program | 29,154 |
Class A Common Stock [Member] | Share Repurchase Program [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Number of shares repurchased since inception of all repurchase programs (in shares) | 949,145 |
Class A Common Stock [Member] | Current Program [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Number of Shares Repurchased Since Inception of Current Repurchase Program | 224,567 |
Series H Preferred Stock [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Preferred stock, redemption price per share (in dollars per share) | $ / shares | $ 25 |
Number of quarters with cumulative arrearage of quarterly dividends to trigger the election of additional board members by holders of preferred stock | Quarter | 6 |
Number of directors redeemable preferred stockholders are entitled to elect | Director | 2 |
Preferred stock, dividend rate | 6.25% |
Preferred stock, redemption date | Sep. 18, 2022 |
Series K Preferred Stock [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Preferred stock, redemption price per share (in dollars per share) | $ / shares | $ 25 |
Number of quarters with cumulative arrearage of quarterly dividends to trigger the election of additional board members by holders of preferred stock | Quarter | 6 |
Number of directors redeemable preferred stockholders are entitled to elect | Director | 2 |
Preferred stock, dividend rate | 5.875% |
Preferred stock, redemption date | Oct. 1, 2024 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Oct. 31, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | |||
Increase (decrease) in redemption value of noncontrolling interest | $ (536) | $ (4,885) | |
Recurring [Member] | |||
Assets [Abstract] | |||
Interest Rate Swap Agreements | 1,372 | $ 515 | |
Liabilities [Abstract] | |||
Interest Rate Swap Agreements | 4,121 | 6,735 | |
Redeemable noncontrolling interests | 66,573 | 67,395 | |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||
Assets [Abstract] | |||
Interest Rate Swap Agreements | 0 | 0 | |
Liabilities [Abstract] | |||
Interest Rate Swap Agreements | 0 | 0 | |
Redeemable noncontrolling interests | 20,866 | 20,283 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Assets [Abstract] | |||
Interest Rate Swap Agreements | 1,372 | 515 | |
Liabilities [Abstract] | |||
Interest Rate Swap Agreements | 4,121 | 6,735 | |
Redeemable noncontrolling interests | 45,161 | 46,566 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Assets [Abstract] | |||
Interest Rate Swap Agreements | 0 | 0 | |
Liabilities [Abstract] | |||
Interest Rate Swap Agreements | 0 | 0 | |
Redeemable noncontrolling interests | $ 546 | $ 546 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended |
Jan. 31, 2022USD ($) | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Commitments for capital improvements to properties and tenant related obligations | $ 9 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2022USD ($)ft² | Jan. 31, 2022$ / shares | Jan. 31, 2021$ / shares | |
Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Cash dividends declared (in dollars per share) | $ / shares | $ 0.2145 | $ 0.125 | |
Common Class A [Member] | |||
Subsequent Event [Line Items] | |||
Cash dividends declared (in dollars per share) | $ / shares | $ 0.2375 | $ 0.14 | |
Subsequent Event [Member] | Shelton, CT [Member] | |||
Subsequent Event [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 33.6 | ||
Area of Real Estate Property | ft² | 186,000 | ||
Proceeds from Long-term Lines of Credit | $ 20 | ||
Subsequent Event [Member] | Mortgages [Member] | Stratford,CT [Member] | |||
Subsequent Event [Line Items] | |||
Mortgage Loan Balance - Existing | 22.8 | ||
Debt Instrument, Fair Value Disclosure | $ 35 | ||
New Mortgage Loan Term | 10 years | ||
Derivative, Fixed Interest Rate | 3.0525% |