Urstadt Biddle Properties Inc. Annual Report 2012

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FY2012 Annual Report · Urstadt Biddle Properties Inc.

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201 2 An nu A l R epo R t

Stock prices are only opinions. But dividends are factS.

43 ConseCutive Years of
uninterrupted dividends.

19 ConseCutive Years of
inCreased dividends.

(In Millions)

$100

$90

$80

$70

$60

$50

$40

$30

$20

$10

’03

’04

’05

’06

’07

’08

’09

’10

’11

’12

Revenues Funds From Operations Common &

Class A Dividends Paid

urstadt Biddle Properties Inc. is a self-

administered publicly held real estate

investment trust providing investors with a means of

participating in the ownership of income-producing

properties. Our core properties consist of neighborhood and community shopping centers in

suburban areas of the northeastern United States with a primary concentration in Fairfield

County, Connecticut, Westchester and Putnam Counties, New York and Bergen County,

New Jersey. Non-core assets consist of two industrial properties.

Class A Common Shares, Common Shares, Series C Preferred Shares, Series D Preferred

Shares and Series F Preferred Shares of the company trade on the New York Stock Exchange

under the symbols “uBA,” “uBp,” “uBppRC,” “uBppRD” and “uBppRF.”

2012 AnnuAl RepoRt Contents

Selected Financial Data ............................................................................................................................................................................................................................................................................................................1

Letter to Our Stockholders .................................................................................................................................................................................................................................................................................................2

Map of Core Properties ............................................................................................................................................................................................................................................................................................................6

Investment Portfolio ......................................................................................................................................................................................................................................................................................................................8

Financials ...........................................................................................................................................................................................................................................................................................................................................................9

Management’s Discussion and Analysis of
Financial Condition and Results of Operations .......................................................................................................................................................................................................................36

Directors and Officers.....................................................................................................................................................................................................................................................Inside Back Cover

s e l e C te D F I n A n CIA l D A t A

(In thousands, except per share data)

Year Ended October 31,

2012

2011

2010

2009

2008

Balance sheet Data:
Total Assets
Revolving Credit Lines
Mortgage Notes Payable and Other Loans
Redeemable Preferred Stock
Total Preferred Stock

operating Data:
Total Revenues
Total Expenses and Payments to

Noncontrolling Interests
Net Income Attributable to

Urstadt Biddle Properties Inc.

per share Data:
Basic Earnings Per Share:
Class A Common Stock
Common Stock

Diluted Earnings Per Share:
Class A Common Stock
Common Stock

Cash Dividends Paid on:
Class A Common Stock
Common Stock

other Data:
Net Cash Flow Provided by (Used in):

Operating Activities
Investing Activities
Financing Activities

$724,243
$ 11,600
$143,236
$ 21,510
$212,135

$576,264
$ 41,850
$118,135
$ 96,203
$157,453

$557,053
$ 11,600
$118,202
$ 96,203
$157,453

$504,539
$ —
$116,417
$ 96,203
$157,453

$506,117
$ 5,100
$104,954
$ 96,203
$157,453

$ 91,295

*
$ 91,011

$ 85,149

$ 82,727

$ 80,856

$ 63,789

$ 60,612

$ 58,211

$ 55,645

$ 52,649

$ 28,260

$ 31,643

$ 27,542

$ 27,743

$ 28,525

$.47
$.43

$.46
$.41

$.99
$.90

$.68
$.62

$.66
$.60

$.98
$.89

$.58
$.53

$.57
$.52

$.97
$.88

$.60
$.55

$.59
$.54

$.96
$.87

$.66
$.60

$.64
$.58

$.95
$.86

$ 52,504
$ (10,778)
$ 31,837

$ 46,548
$ (42,351)
$ (15,343)

$ 45,156
$ (51,179)
$ 11,358

$ 42,611
$ (3,095)
$ (30,840)

$ 44,997
$ (33,694)
$(13,857)

Funds from Operations (Note)

$ 30,627

$ 34,453

$ 30,053

$ 30,108

$ 30,444

$30627

$34453

$30053

$30108

Note: The Company has adopted the definition of Funds from Operations (FFO) suggested by the National Association of Real Estate Investment Trusts (NAREIT) and defines FFO
as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of properties plus real estate related depreciation
and amortization and after adjustments for unconsolidated joint ventures. For a reconciliation of net income and FFO, see Management’s Discussion and Analysis of Financial
Condition and Results of Operations on page 36. FFO does not represent cash flows from operating activities in accordance with generally accepted accounting principles and
should not be considered an alternative to net income as an indicator of the Company’s operating performance. The Company considers FFO a meaningful, additional measure of
operating performance because it primarily excludes the assumption that the value of its real estate assets diminishes predictably over time and industry analysts have accepted it
as a performance measure. FFO is presented to assist investors in analyzing the performance of the Company. It is helpful as it excludes various items included in net income that
are not indicative of the Company’s operating performance. However, comparison of the Company’s presentation of FFO, using the NAREIT definition, to similarly titled measures
for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs. For a further discussion of FFO, see
Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 36.

$30444

Total Revenues
(In thousands)

6
5
8
,
0
8
$

7
2
7
,
2
8
$

9
4
1
,
5
8
$

1
1
0
,
1
9
$

5
9
2
,
1
9
$

Funds From Operations
(In thousands)

3
5
4
,
4
3
$

7
2
6
,
0
3
$

4
4
4
,
0
3
$

8
0
1
,
0
3
$

3
5
0
,
0
3
$

Combined Dividends
Paid on Common and
Class A Common Shares
(Per share)

1
8
.
1
$

3
8
.
1
$

5
8
.
1
$

7
8
.
1
$

9
8
.
1
$

’08

’09

’10

’11

’12

’08

’09

’10

’11

’12

’08

’09

’10

’11

’12

* Includes $3 million one-time settlement of lease obligation.

letteR to ouR stoCKHolDeRs

I n 2012 we continued to see improvement in our primary market, the suburban communities

around New York City, in both demand for space and increasing confidence by retailers.

leasing
Our primary goal remains to return
our occupancy levels to their historical
norm of 95%. During 2012, the
percentage of our core portfolio that is
leased fell 1.3% to 89.2%. The majority
of the portfolio remains very strong
with vacancies concentrated in 4 of our
58 properties. We have action plans in
process to complete redevelopment
projects at these properties which will
enhance our ability to fill the majority
of the vacancies in 2013. A summary
of these plans follows:

1. Staples Plaza; Yorktown Heights,

NY: In October 2012, approximately
90,000 square feet of warehouse
space at this property became
vacant due to an expiring lease that
paid a gross rent of $3.92 per square
foot. We saw an opportunity to
convert this space into a self storage
facility which we would operate
ourselves with the assistance of an
experienced third-party self storage
facility management company.
A zoning variance is needed to
accomplish this creative use of the
space. We expect to receive the
variance this spring at which time
we will construct the facility and
commence leasing it. We expect it
will take up to four years to lease

the facility to full occupancy at
significantly higher net effective
rent for the space than if it
remained a warehouse use.

2. Townline Square; Meriden, CT:

We successfully leased the former
ShopRite Supermarket space to
Big Y Supermarkets in 2012. Big Y’s
presence has removed some of the
hesitancy of other retailers to lease
the remaining 84,000 square feet
of vacant space at the center. This
spring we will be making changes
to the parking lot to improve the
traffic circulation. We also are
currently in lease negotiations
with prospective tenants for
approximately 50,000 square feet
of the 84,000 square feet of vacant
space which, if successful, will
restore occupancy to over 95%
at this property.

3. Pavilion Shopping Center; White
Plains, NY: This 191,000 square
foot property is built on 3.5 acres of
land in the heart of White Plains,
the county seat of Westchester
County. Two anchor tenant spaces
containing 62,000 square feet
are currently vacant. We see an
opportunity to change the zoning
of the property which, if approved,
would enable an exciting mixed

use project to be constructed at the
site with over four times the square

footage of
what currently
exists. We
believe there
is currently
strong demand
in this market
for apartments,
retail, a hotel,
fitness centers

linda lacey
Senior Vice President,
Leasing

and quality retail and medical office
space. Necessary applications to
the city are underway and we are
optimistic that approvals will be
obtained in 2013. If approved, we
would be able to create significantly
more value than simply releasing
the retail property in its existing
condition. This is a long-term
project, and we would most likely
team up with an experienced
ground up developer if we
are successful in obtaining the
approvals needed.

4. Chilmark Shopping Center; Briarcliff
Manor, NY: The town has approved
our redevelopment plan for the
center, including addition of a new
CVS pharmacy anchor, as well as
façade and site improvements.
Pending approvals, it was necessary
to hold certain space vacant to be
able to accommodate relocation of
existing tenants in the redesigned
center. With the approvals secured
and the CVS lease finalized, we
expect construction to start soon and
the center restored to full occupancy
in 2013.

Removing these four properties for
statistical purposes, the balance of our
portfolio is 94% leased. We are seeing

Midway shopping Center,
Scarsdale, New York

orangetown shopping Center,
Orangeburg, New York

increased demand for space in the
balance of our portfolio and have a
robust pipeline of deals in negotiation,
so we are hopeful 2013 will be a year
focused on signing leases, completing
landlord work, and delivering spaces
to tenants.

Our leasing spreads improved this
year. We renewed 472,000 square feet of
tenant leases at average rent increases
of 2.7% and signed 189,000 square feet
of new leases at average rents that were
generally unchanged compared with
prior leases for the same space. We are
optimistic based on what we are seeing
in the market that demand for space is
improving, which should correlate to
higher rents and improved occupancy
this coming year.

Capital Markets events
In fiscal 2012, we completed a number

John t. Hayes
Senior Vice President,
CFO and Treasurer

Diane Midollo
Vice President and
Controller

of capital markets transactions that
further strengthened our balance
sheet and provide us with increased
financial flexibility. We issued new
common stock, and new preferred
stock to raise capital that will be
needed in 2013 to fund acquisitions in
our pipeline and to refinance existing
more expensive preferred stock that
is redeemable in 2013. In October,
we sold 2,500,000 shares of Class A
common stock at a price of $19.16
per share, raising $47.9 million, and
5,175,000 shares of a new series
“F” Preferred Stock with a coupon
of 7.125%. As previously announced,
we plan to use the $125 million in
proceeds from this preferred stock
sale (and have used portions already)
to redeem our more expensive 8.5%
series C and E Preferred Stocks.
We elected to take a conservative
approach of selling the new preferred
stock in fiscal 2012 at rates we knew
were attractive and to not gamble
that rates would remain low into
May 2013 when the existing preferred
stock becomes redeemable. We felt
the benefit of saving 1.375% annually
in perpetuity outweighed the cost of
having to pay double dividends for
approximately six months. This year,

we also expanded our unsecured
credit line to $80 million, extended it
for a four-year period plus renewal
options, and elected to not renew
our former $30 million secured credit
line. By doing this, we increased our
unsecured borrowing capability which
is easier to administer than a more
cumbersome secured facility. In 2012,
we also were able to take advantage
of historically low rates by refinancing
existing fixed rate mortgages on our
Putman Plaza, Midway Shopping
Center, Orangetown Shopping Center
and Rye Portfolio properties. As a
result of these transactions, we have an
even stronger balance sheet with debt
to book assets of approximately 29%,
and an improved capital structure to
support our future growth.

Acquisitions
In the last 12 months we have purchased
interests in four shopping centers:

1. orangetown shopping Center

Orangeburg, NY (Rockland County)

Description: Shopping Center consisting
of 74,000 square feet of gross leasable
area (“GLA”) on 11 acres of land

Anchor Tenants: CVS, Asian Foodmart,
US Post Office

James M. Aries
Senior Vice President and
Director of Acquisitions

stephan Rapaglia
Senior Vice President, Real Estate
Counsel and Assistant Secretary

Chestnut Ridge shopping Center,
Montvale, New Jersey

Bernards square office Building,
Bernardsville, New Jersey

Price: This was a DownReit
transaction subject to an existing
mortgage of $7.4 million

Location: At the corner of Dutch Hill
Road and Orangeburg Road, across
from Town Hall

Closing Date: March 2012

2. Chestnut Ridge shopping Center

Montvale, NJ

Description: Shopping Center
consisting of 76,000 square feet of
GLA on 10 acres of land

Anchor Tenants: Fresh Market
(NYSE:TFM) and The Gym
(a high end health club)

Price: $12,500,000 all cash for a
50% Tenant in Common interest.
UBP manages the property

Location: Chestnut Ridge Road and
Woodmont Drive in an affluent
residential area with many office parks

Closing Date: December 2012

3. Route 59 plaza

Spring Valley, New York

Description: Shopping Center
consisting of 24,000 square feet of
GLA on 2 acres of land

Anchor Tenants: Spring Valley Food Mart

Price: $5,700,000 all cash for a 50%
Tenant in Common interest. UBP
manages the property

Clockwork Childcare Center, Chester, New Jersey

Location: Route 59, near intersection of
Dutch Lane, a high traffic count road
in a densely populated residential and
commercial area

proceeds generated from the recently
completed stock sales. We expect that
all of these properties will be accretive
to earnings in 2013.

Closing date: December 2012

4. new Jersey office and shopping

Center portfolio

In 2012, UBP contracted to buy a three
property portfolio in New Jersey. In
December 2012, we acquired two
of the three properties, including
a 15,000 square foot medical office
building in Bernardsville, NJ and a
9,000 square foot child care facility
in Chester, NJ. The all cash purchase
price for the two buildings was
$6.5 million. The third property is a
109,000 square foot grocery-anchored
shopping center located in an affluent
area of New Jersey. We expect to close
on this shopping center purchase
in the near future. The closing was
bifurcated due to the seller wishing
to close as many of the portfolio
properties as possible in 2012.

In total, UBP invested $25 million in
equity in these new acquisitions with

Results of operations
In 2012, revenues rose 4% to a
record $91.3 million. Excluding lease
termination payments and other
one-time charges including stock
redemption charges, recurring funds
from operations rose 4% to $32.6
million when compared to the prior
year’s funds from operations. Property
operating expenses fell 7% primarily
due to decreased snow removal costs.
G&A remained flat and is currently
less than 1.1% of total assets, a very
low level compared to our REIT peers.
We only have one mortgage with
a balance of $3.3 million maturing
in 2013. Forty-six of our fifty-eight
properties are mortgage free. Investing
in our company with our strong
balance sheet has proven to be
a wise choice for risk averse investors.

Internet
The threat to our tenants from
Internet retailers continues to grow.
The vast majority of our properties
are community grocery-anchored
shopping centers which do not
face the same level of competition
as many of the nation’s big box
power centers. However, there is no
question that virtually every retailer
is having its sales affected and
margins eroded to some extent due
to direct competition from Internet
retailers, increased customer pricing

knowledge and resulting competition.
Unfortunately, the playing field is
not level, as Internet retailers often
do not charge sales tax while bricks
and mortar retailers must do so. We
support a change in laws to level the
playing field. While there is increased
competition from the Internet, most
retailers are committed to both an
Internet and brick and mortar strategy.
In addition, retailers are using
the Internet to their advantage by
retaining in-store purchases through
customer rewards and coupon
programs, shipping purchases if not in
stock, and better identifying customer
needs through social media. Even
with the rising competition from the
Internet, we believe a well located top
tier grocery-anchored shopping center
in an affluent suburb of New York
City will remain a good investment
for years to come.

uBp solar
This year we completed our third
installation of a rooftop solar array
system, this time on our Newark, NJ
property. We currently are working
on installing a number of smaller
systems on our New York properties.
Government subsidies continue to
make these systems viable and help
promote a “green” initiative at the
company while reducing electric
costs for our tenants.

outlook
We are encouraged by what we are
seeing in the real estate market in
which we operate. The economy in
our market is generally better and

unemployment
lower than
most parts of
the country. As
consumer
confidence
improves, retailers
are looking to
open stores in
our area and

thomas D. Myers
Executive Vice President,
Chief Legal Officer and
Secretary

vacancy rates are falling. We have
a solid portfolio of properties in an
area where it is increasingly difficult
to launch new development. We
expect to continue to grow modestly
through acquisitions.

In December 2012, your Board of
Directors increased the annualized
dividend rate on the company’s
Class A Common stock by one
cent per share. The increase in the
dividend rate represents the 19th
consecutive year that your Board of
Directors has approved an increase
in the dividend level and reflects the
Board’s continued confidence in the
company. The Board elected to not
increase the dividend rate on the
company’s Common stock in order
to maintain the 10% dividend
premium that the Class A Common
stock has to maintain in relation to
the Common stock as set forth in the
company’s Charter.

tribute to peter Herrick
In late 2012, Peter Herrick
unexpectedly passed away. Peter

had recently retired from the
Board of Directors after 21 years of
service. Peter was a dear friend of
the company. He was previously
President of The Bank of New York,
and will always be remembered for
his dry wit, devotion to low leverage,
and love of people. When at our
company headquarters to attend
Board meetings, Peter never missed
the opportunity to visit with every
employee. We will surely miss him.

tribute to James o. York
In October, James York, Director
Emeritus, passed away at the age
of 85. He was a Director of the
company for 20 years from 1979
to 1998 and a Director Emeritus
from 1999 to 2012. He played
an important role in the growth
of regional shopping centers as
a Director of the International
Council of Shopping Centers and as
President of R.H. Macy Properties.
Jim’s friendship and counsel,
and valuable contributions to our
company will be greatly missed.

We greatly appreciate the hard work of our dedicated staff and
directors and the continued support of our fellow shareholders.

Willing l. Biddle

Charles J. urstadt

Willing L. Biddle
President and
Chief Operating Officer

January 13, 2013

Charles J. Urstadt
Chairman and
Chief Executive Officer

seleCteD CoRe pRopeRtIes

M A S S A C H U S E T T S

C O N N E C T I C U T

N E W Y O R K

N E W
J E R S E Y

S EY

17
18

L O N G

I S L A N D

Corporate Headquarters
Greenwich, Connecticut

530 old post Road
Greenwich, Connecticut

7 Riversville Road
Greenwich, Connecticut

25 Valley Drive
Greenwich, Connecticut

Ridgeway shopping Center
Stamford, Connecticut

Goodwives
Darien, Connecticut

Greens Farms plaza
Westport, Connecticut

Fairfield Centre
Fairfield, Connecticut

M A S S A C H U S E T T S

Ridgefield Center
Ridgefield, Connecticut

Airport plaza
Danbury, Connecticut

Danbury square
Danbury, Connecticut

Veteran’s plaza
New Milford, Connecticut

C O N N E C T I C U T

new Milford plaza
New Milford, Connecticut

Fairfield plaza
New Milford, Connecticut

starbucks Center
Monroe, Connecticut

the Dock
Stratford, Connecticut

orange Meadows shopping
Center, Orange, Connecticut

townline square
Meriden, Connecticut

Carmel shopRite Center
Carmel, New York

putnam plaza
Carmel, New York

towne Centre shopping Center,
Somers, New York

somers Commons
Somers, New York

Heritage 202 Center
Somers, New York

Village Commons
Katonah, New York

L O N G

I S L A N D

staples plaza
Yorktown Heights, New York

Arcadian shopping Center
Ossining, New York

Chilmark shopping Center
Briarcliff Manor, New York

orangetown shopping Center
Orangeburg, New York

N E W Y O R K

N E W

J E R S E Y

S EY

Westchester pavilion
White Plains, New York

Midway shopping Center
Scarsdale, New York

4 “street Retail” properties
Rye, New York

shoppes at eastchester
Eastchester, New York

eastchester plaza
Eastchester, New York

Gristede’s Center
Pelham Manor, New York

72nd Avenue
Queens, New York

Rite Aid Center
Waldwick, New Jersey

emerson shopping plaza
Emerson, New Jersey

Valley Ridge shopping Center
Wayne, New Jersey

Ferry plaza
Newark, New Jersey

Five town plaza
Springfield, Massachusetts

I n V e s t M e n t p o R t F o l I o

(As of January 14, 2013)

Urstadt Biddle ProPerties iNC.
CoRe pRopeRtIes

UBP owns or has equity interests in 56 properties including seven office buildings which total 4,512,000 square feet.

location
Stamford, Connecticut
Springfield, Massachusetts
Meriden, Connecticut
Stratford, Connecticut
Scarsdale, New York
New Milford, Connecticut
Yorktown, New York
Danbury, Connecticut
White Plains, New York
Carmel, New York
Ossining, New York
Somers, New York
Carmel, New York
Newark, New Jersey
Wayne, New Jersey
Newington, New Hampshire
Darien, Connecticut
Emerson, New Jersey
New Milford, Connecticut
Somers, New York
Orange, Connecticut
Montvale, New Jersey
Orangeburg, New York
New Milford, Connecticut
Eastchester, New York
Fairfield, Connecticut
Ridgefield, Connecticut
Westport, Connecticut
Rye, New York
Briarcliff Manor, New York
Danbury, Connecticut
Ossining, New York
Katonah, New York
Pelham, New York
Eastchester, New York
Spring Valley, New York
Waldwick, New Jersey
Somers, New York
Queens, New York
Monroe, Connecticut
Greenwich, Connecticut
Bronxville and Yonkers, New York

Bernardsville, New Jersey
Chester, New Jersey

non-CoRe pRopeRtIes

square Feet
350,000
328,000
316,000
273,000
247,000
231,000
200,000
194,000
191,000
189,000
137,000
135,000
129,000
108,000
102,000
102,000
96,000
93,000
81,000
80,000
77,000
76,000
74,000
72,000
70,000
63,000
52,000
40,000
39,000
38,000
33,000
29,000
28,000
26,000
24,000
24,000
20,000
19,000
11,000
10,000
59,000
22,000

15,000
9,000

principal tenant
Stop & Shop Supermarket
Big Y Supermarket
Big Y Supermarket
Stop & Shop Supermarket
ShopRite Supermarket
Walmart
Staples
Christmas Tree Shops
Toys “ R ” Us
Hannaford Brothers
Stop & Shop Supermarket
Home Goods
ShopRite Supermarket
Pathmark
A&P Supermarket
Savers
Stop & Shop Supermarket
ShopRite Supermarket
Big Y Supermarket
CVS
Trader Joe’s Supermarket
The Fresh Market
CVS
T.J. Maxx
A&P Fresh
Marshalls
Keller Williams
Pier One Imports
Cosi
Dress Barn
Chuck E Cheese’s
Westchester Community College
Squires
Gristede’s Supermarket
CVS
Spring Valley Foods, Inc.
Rite Aid
Putnam County Savings Bank
Various
Starbucks
Prescott Investors
People’s United Bank
JP Morgan Chase
Bernards Sports Chiropractic
Clockwork Childcare Center

property type
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Street retail
Shopping center
Street retail (4 buildings)
Shopping center
Shopping center
Shopping center
Retail/Office
Shopping center
Shopping center
Shopping center
Retail—Single tenant
Shopping center
Street retail
Shopping center
5 Office buildings
Retail (4 buildings)

Office building
Office building

UBP owns two industrial properties with a total of 447,000 square feet.

location
Dallas, Texas
St. Louis, Missouri

square Feet
255,000
192,000

principal tenant
Chrysler Group, LLC
Chrysler Group, LLC

property type
Parts distribution facility
Parts distribution facility

Financials

contents

Consolidated Balance Sheets at October 31, 2012 and 2011 . . . . . . . . . 11

Consolidated Statements of Income for each of the

three years in the period ended October 31, 2012 . . . . . . . . . . . . . . 12

Consolidated Statements of Cash Flows for each of the

three years in the period ended October 31, 2012 . . . . . . . . . . . . . . 13

Consolidated Statements of Stockholders’ Equity

for each of the three years in the period
ended October 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . 16

Report of Independent Registered Public Accounting Firm . . . . . . . . 35

Management’s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 36

Management’s Report on Internal Control

over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Report of Independent Registered Public Accounting Firm

on Internal Control over Financial Reporting . . . . . . . . . . . . . . . . . . 49

Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

Market Price Ranges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Quantitative and Qualitative Disclosures about Market Risk . . . . . . . 51

Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Urstadt Biddle ProPerties inc.

consolidated Balance sheets
(In thousands, except share data)

ASSETS

Real Estate Investments:

Core properties—at cost
Non-core properties—at cost

Less: Accumulated depreciation

Investments in and advances to unconsolidated joint ventures
Mortgage note receivable

Cash and cash equivalents
Restricted cash
Marketable securities
Tenant receivables
Prepaid expenses and other assets
Deferred charges, net of accumulated amortization

Total Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:

Revolving credit lines

Mortgage notes payable and other loans
Preferred stock called for redemption
Accounts payable and accrued expenses
Deferred compensation—officers

Other liabilities

Total Liabilities

Redeemable Noncontrolling Interests

Redeemable Preferred Stock, par value $ .01 per share;
issued and outstanding 224,027 and 2,800,000 shares

Commitments and Contingencies

Stockholders’ Equity:

October 31,

2012

2011

$ 659,780
595
660,375
(140,511)
519,864
26,708
898
547,470

78,092
63,979
994
21,549
6,958
5,201
$ 724,243

$ 630,572
595
631,167
(126,693)
504,474
26,384
999
531,857

4,529
865
932
22,717
10,407
4,957
$ 576,264

$ 11,600
143,236
58,508
1,632
194
13,134
228,304

$ 41,850
118,135
—
893
188
13,953
175,019

11,421

2,824

21,510

96,203

7 .5% Series D Senior Cumulative Preferred Stock (liquidation preference of $25 per share);

2,450,000 shares issued and outstanding

7 .125% Series F Cumulative Preferred Stock (liquidation preference of $25 per share);

61,250

5,175,000 and -0- shares issued and outstanding

Excess Stock, par value $ .01 per share; 10,000,000 shares authorized;

none issued and outstanding

Common Stock, par value $ .01 per share; 30,000,000 shares authorized;

8,854,465 and 8,671,888 shares issued and outstanding

Class A Common Stock, par value $ .01 per share; 40,000,000 shares authorized;

23,460,880 and 20,891,330 shares issued and outstanding

Additional paid in capital

Cumulative distributions in excess of net income

Accumulated other comprehensive (loss)

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

The accompanying notes to consolidated financial statements are an integral part of these statements.

129,375

—

235
362,777
(90,701)
(17)
463,008
$ 724,243

—

209
315,288
(74,462)
(154)
302,218
$ 576,264

Urstadt Biddle ProPerties inc.

Financial statements

consolidated statements oF income
(In thousands, except per share data)

Revenues
Base rents
Recoveries from tenants
Lease termination income
Other income

Total Revenues

Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative
Acquisition costs
Directors’ fees and expenses
Total Operating Expenses

Operating Income

Non-Operating Income (Expense):

Interest expense

Equity in net income (loss) from unconsolidated joint ventures
Other expense

Interest, dividends and other investment income

Year Ended October 31,
2011

2012

2010

$ 68,443
20,603
89
2,160
91,295

14,203
15,114
16,721
7,545
296
262
54,141

$ 64,249
21,552
3,196
2,014
91,011

14,750
14,522
15,292
7,521
89
261
52,435

37,154

38,576

(9,148)
(138)
—
892

(7,865)
393
(6)
851

$ 63,419
20,074
633
1,023
85,149

13,626
13,682
15,066
6,873
307
313
49,867

35,282

(7,585)
208
(452)
396

Net Income

28,760

31,949

27,849

Noncontrolling Interests:
Net income attributable to noncontrolling interests
Net income attributable to Urstadt Biddle Properties Inc .
Preferred stock dividends
Redemption of preferred stock

(500)
28,260
(13,267)
(2,027)

(306)
31,643
(13,094)
—

(307)
27,542
(13,094)
—

Net Income Applicable to Common and Class A Common Stockholders

$ 12,966

$ 18,549

$ 14,448

Basic Earnings Per Share:
Common
Class A Common

Diluted Earnings Per Share:
Common
Class A Common

Dividends Per Share:
Common
Class A Common

The accompanying notes to consolidated financial statements are an integral part of these statements.

$.43
$.47

$.41
$.46

$.90
$.99

$ .62
$ .68

$ .60
$ .66

$ .89
$ .98

$ .53
$ .58

$ .52
$ .57

$ .88
$ .97

consolidated statements oF cash Flows
(In thousands)

Cash Flows from Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided
by operating activities:

Depreciation and amortization
Straight-line rent adjustment
Provisions for tenant credit losses
Loss on property held for sale
Restricted stock compensation expense and other adjustments
Deferred compensation arrangement
Equity in net loss/(income) of unconsolidated joint ventures
Lease termination income
Changes in operating assets and liabilities:

Tenant receivables
Accounts payable and accrued expenses
Other assets and other liabilities, net
Restricted cash

Net Cash Flow Provided by Operating Activities

Cash Flows from Investing Activities:
Acquisitions of real estate investments
Investments in and advances to unconsolidated joint ventures
Acquisitions of noncontrolling interests
Deposits on acquisition of real estate investments
Returns of deposits on real estate investments
Improvements to properties and deferred charges
Net proceeds from sale of properties
Distributions to noncontrolling interests
Distribution from unconsolidated joint ventures
Payments received on mortgage notes and other receivables
Net Cash Flow (Used in) Investing Activities

Cash Flows from Financing Activities:
Dividends paid—Common and Class A Common Stock
Dividends paid—Preferred Stock
Principal repayments on mortgage notes payable
Proceeds from revolving credit line borrowings
Proceeds from loan financing
Sales of additional shares of Common and Class A Common Stock
Repayments on revolving credit line borrowings
Net proceeds from issuance of Series F Preferred Stock
Redemption of preferred stock including restricted cash

Net Cash Flow Provided by (Used in) Financing Activities

Net Increase/(Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year

Year Ended October 31,
2011

2012

2010

$ 28,760

$ 31,949

$ 27,849

16,721
(832)
665
—
3,812
6
138
—

1,335
812
1,068
19
52,504

(5,432)
(1,044)
—
(129)
843
(6,523)
533
(500)
412
1,062
(10,778)

(29,331)
(13,267)
(15,049)
58,000
28,000
47,799
(88,250)
125,281
(81,346)
31,837

73,563
4,529

15,292
(634)
1,009
—
3,881
(116)
(393)
(2,988)

(2,588)
(428)
1,568
(4)
46,548

(23,329)
(1,598)
(8,787)
(1,252)
—
(8,134)
—
(306)
165
890
(42,351)

(28,173)
(13,094)
(6,589)
30,250
1,546
717
—
—
—

(15,343)

(11,146)
15,675

15,066
(877)
671
300
3,277
(50)
(208)
—

(799)
425
(672)
174
45,156

(22,261)
(23,919)
—
(60)
—
(4,728)
—
(307)
16
80
(51,179)

(25,783)
(13,094)
(7,378)
43,950
—
46,013
(32,350)
—
—
11,358

5,335
10,340

Cash and Cash Equivalents at End of Year

$ 78,092

$ 4,529

$ 15,675

The accompanying notes to consolidated financial statements are an integral part of these statements.

Urstadt Biddle ProPerties inc.

Financial statements

consolidated statements oF stockholders’ equity
(In thousands, except shares and per share data)

Balances—October 31, 2009
Comprehensive Income:

Net income applicable to Common and Class A common stockholders
Change in unrealized gains (losses) in marketable securities
Change in unrealized loss on interest rate swap

Total comprehensive income
Cash dividends paid:

Common stock ($0 .88 per share)
Class A common stock ($0 .97 per share)

Sale of Class A Common Shares
Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Restricted stock compensation and other adjustment
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2010
Comprehensive Income:

Net income applicable to Common and Class A common stockholders
Change in unrealized gains (losses) in marketable securities
Change in unrealized (loss) on interest rate swap

Total comprehensive income
Cash dividends paid :

Common stock ($0 .89 per share)
Class A common stock ($0 .98 per share)

Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Restricted stock compensation and other adjustment
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2011
Comprehensive Income:

Net income applicable to Common and Class A common stockholders
Change in unrealized gains (losses) in marketable securities
Change in unrealized (loss) on interest rate swap

Total comprehensive income
Cash dividends paid:

Common stock ($0 .90 per share)
Class A common stock ($0 .99 per share)

Sale of Class A Common Shares
Issuance of Series F Preferred Stock
Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Restricted stock compensation and other adjustment
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2012

The accompanying notes to consolidated financial statements are an integral part of these statements.

7 .5% Series D
Preferred Stock
Issued Amount
$61,250

2,450,000

7 .125% Series F
Preferred Stock
Issued

Amount
— $ —

Common Stock

Class A

Common Stock

Issued Amount

Issued

Amount

Additional

Paid In

Capital

Cumulative

Distributions

In Excess of

Net Income

Accumulated

Other

Comprehensive

Income (Loss)

8,222,514

$82

18,241,275

$182

$ 261,433

$ (49,150)

Total

Stockholders’

Equity

$273,581

—
—
—

—
—
—
—
—
—
—
2,450,000

—
—
—

—
—
—
—
—
—
2,450,000

—
—
—

—
—
—
—
—
—
—
—
2,450,000

—
—
—

—
—
—
—
—
—
—
61,250

—
—
—

—
—
—
—
—
—
61,250

—
—
—

—
—
—
—
—
—
—
—

—
—
—

—
—
—
—
—
—
—

—
—
—

—
—
—
—
—
—
—
—

—
—
—

—
—
—
—
—
—
—

—
—
—

—
—
—
—
—
—
—
—
$61,250

—
—
—
5,175,000
—
—
—
—
5,175,000

—
—
—
129,375
—
—
—
—
$129,375

8,461,440

20,819,698

208

310,695

(229)

62,976

175,950

2,500,000

8,873

69,550

—

34,498

175,950

8,532

63,100

6,627

175,950

2,500,000

7,950

61,600

—

44,897

1,091

(3)

3,277

—

3,881

—

315,288

—

715

(3)

—

47,504

(4,094)

270

(3)

3,812

—

14,448

—

(7,412)

(18,371)

—

(4,072)

(64,557)

18,549

—

(7,705)

(20,468)

—

(281)

(74,462)

12,966

—

(7,966)

(21,365)

—

126

$(216)

—

190

(203)

—

14,448

190

(203)

14,435

(7,412)

(18,371)

44,922

1,091

—

3,277

(4,072)

307,451

18,549

—

18,624

(7,705)

(20,468)

716

—

3,881

(281)

12,966

13,103

(7,966)

(21,365)

47,529

125,281

270

—

3,812

126

8,671,888

20,891,330

209

(154)

302,218

8,854,465

$89

23,460,880

$235

$ 362,777

$ (90,701)

$ (17)

$463,008

Net income applicable to Common and Class A common stockholders

Change in unrealized gains (losses) in marketable securities

Change in unrealized (loss) on interest rate swap

2,450,000

61,250

Balances—October 31, 2009

Comprehensive Income:

Net income applicable to Common and Class A common stockholders

Change in unrealized gains (losses) in marketable securities

Change in unrealized loss on interest rate swap

Total comprehensive income

Cash dividends paid:

Common stock ($0 .88 per share)

Class A common stock ($0 .97 per share)

Sale of Class A Common Shares

Issuance of shares under dividend reinvestment plan

Shares issued under restricted stock plan

Restricted stock compensation and other adjustment

Adjustments to redeemable noncontrolling interests

Balances—October 31, 2010

Comprehensive Income:

Total comprehensive income

Cash dividends paid :

Common stock ($0 .89 per share)

Class A common stock ($0 .98 per share)

Issuance of shares under dividend reinvestment plan

Shares issued under restricted stock plan

Restricted stock compensation and other adjustment

Adjustments to redeemable noncontrolling interests

Balances—October 31, 2011

Comprehensive Income:

Total comprehensive income

Cash dividends paid:

Common stock ($0 .90 per share)

Class A common stock ($0 .99 per share)

Sale of Class A Common Shares

Issuance of Series F Preferred Stock

Issuance of shares under dividend reinvestment plan

Shares issued under restricted stock plan

Restricted stock compensation and other adjustment

Adjustments to redeemable noncontrolling interests

Balances—October 31, 2012

Net income applicable to Common and Class A common stockholders

Change in unrealized gains (losses) in marketable securities

Change in unrealized (loss) on interest rate swap

—

5,175,000

129,375

2,450,000

61,250

—

The accompanying notes to consolidated financial statements are an integral part of these statements.

2,450,000

$61,250

5,175,000

$129,375

7 .5% Series D

Preferred Stock

7 .125% Series F

Preferred Stock

Issued Amount

Issued

Amount

2,450,000

$61,250

— $ —

Common Stock
Issued Amount
$82

8,222,514

Class A
Common Stock
Issued
18,241,275

Amount
$182

Additional
Paid In
Capital
$ 261,433

Cumulative
Distributions
In Excess of
Net Income
$ (49,150)

Accumulated
Other
Comprehensive
Income (Loss)
$(216)

Total
Stockholders’
Equity
$273,581

—
—
—

—
—
—
62,976
175,950
—
—
8,461,440

—
—
—

—
—
34,498
175,950
—
—
8,671,888

—
—
—

—
—
—
—
6,627
175,950
—
—
8,854,465

—
—
—

—
—
—
—
2
—
—
84

—
—
—

—
—
1
2
—
—
87

—
—
—

—
—
—
—
—
2
—
—
$89

—
—
—

—
—
2,500,000
8,873
69,550
—
—
20,819,698

—
—
—

—
—
8,532
63,100
—
—
20,891,330

—
—
—

—
—
2,500,000
—
7,950
61,600
—
—
23,460,880

—
—
—

—
—
25
—
1
—
—
208

—
—
—

—
—
—
1
—
—
209

—
—
—

—
—
25
—
—
1
—
—
$235

—
—
—

—
—
44,897
1,091
(3)
3,277
—
310,695

—
—
—

—
—
715
(3)
3,881
—
315,288

—
—
—

—
—
47,504
(4,094)
270
(3)
3,812
—
$ 362,777

14,448
—
—

(7,412)
(18,371)
—
—
—
—
(4,072)
(64,557)

18,549
—
—

(7,705)
(20,468)
—
—
—
(281)
(74,462)

12,966
—
—

(7,966)
(21,365)
—
—
—
—
—
126
$ (90,701)

—
190
(203)

—
—
—
—
—
—
—
(229)

—
—
75

—
—
—
—
—
—
(154)

—
64
73

—
—
—
—
—
—
—
—
$ (17)

14,448
190
(203)
14,435

(7,412)
(18,371)
44,922
1,091
—
3,277
(4,072)
307,451

18,549
—
75
18,624

(7,705)
(20,468)
716
—
3,881
(281)
302,218

12,966
64
73
13,103

(7,966)
(21,365)
47,529
125,281
270
—
3,812
126
$463,008

Urstadt Biddle ProPerties inc.

notes to consolidated Financial statements

(1) organization, Basis oF Presentation

and summary oF signiFicant
accounting Policies

Business

Urstadt Biddle Properties Inc . (“Company”), a real

estate investment trust (“REIT”), is engaged in the
acquisition, ownership and management of commercial
real estate, primarily neighborhood and community
shopping centers in the northeastern part of the United
States . The Company’s major tenants include supermarket
chains and other retailers who sell basic necessities . At
October 31, 2012, the Company owned or had equity
interests in 54 properties containing a total of 4 .9 million
square feet of gross leasable area (“GLA”) .

Principles of Consolidation and Use of Estimates

The accompanying consolidated financial statements
include the accounts of the Company, its wholly owned
subsidiaries, and joint ventures in which the Company
meets certain criteria of a sole general partner in
accordance with Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”)
Topic 810, “Consolidation” and ASC Topic 970-810
“Real Estate-General-Consolidation” . The Company
has determined that such joint ventures should be
consolidated into the consolidated financial statements
of the Company . In accordance with ASC Topic 970-323
“Real Estate-General-Equity Method and Joint Ventures”,
joint ventures that the Company does not control but
otherwise exercises significant influence in, are accounted
for under the equity method of accounting . See Note 10
for further discussion of the unconsolidated joint ventures .
All significant intercompany transactions and balances
have been eliminated in consolidation .

The accompanying financial statements are prepared on
the accrual basis in accordance with accounting principles
generally accepted in the United States of America
(“GAAP”) . The preparation of financial statements in
conformity with GAAP 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 measurements and the collectability
of tenant and notes receivable and other assets . Actual
results could differ from these estimates .

Federal Income Taxes

The Company has elected to be treated as a real estate

investment trust 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 2012 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 October 31,
2012 . As of October 31, 2012, the fiscal tax years 2009
through and including 2012 remain open to examination
by the Internal Revenue Service . There are currently no
federal tax examinations in progress .

Real Estate Investments

All capitalizable costs related to the improvement
or replacement of real estate properties is capitalized .
Additions, renovations and improvements that enhance
and/or extend the useful life of a property are also
capitalized . Expenditures for ordinary maintenance,
repairs and improvements that do not materially prolong
the normal useful life of an asset are charged to operations
as incurred .

Upon the acquisition of real estate properties, the
fair value of the real estate purchased is allocated to the
acquired tangible assets (consisting of land, buildings and
building improvements), and identified intangible assets
and liabilities (consisting of above-market and below-
market leases and in-place leases), in accordance with
ASC Topic 805, “Business Combinations .” The Company
utilizes methods similar to those used by independent
appraisers in estimating the fair value of acquired assets
and liabilities . The fair value of the tangible assets of an
acquired property considers the value of the property
“as-if-vacant .” The fair value reflects the depreciated
replacement cost of the asset . In allocating purchase price
to identified intangible assets and liabilities of an acquired
property, the value of above-market and below-market

leases are estimated based on the differences between (i)
contractual rentals and the estimated market rents over
the applicable lease term discounted back to the date of
acquisition utilizing a discount rate adjusted for the credit
risk associated with the respective tenants and (ii) the
estimated cost of acquiring such leases giving effect to the
Company’s history of providing tenant improvements and
paying leasing commissions, offset by a vacancy period
during which such space would be leased . The aggregate
value of in-place leases is measured by the excess of (i) the
purchase price paid for a property after adjusting existing
in-place leases to market rental rates over (ii) the estimated
fair value of the property “as-if-vacant,” determined as set
forth above .

Above and below-market leases acquired are recorded

at their fair value . The capitalized above-market lease
values are amortized as a reduction of rental revenue
over the remaining term of the respective leases and the
capitalized below-market lease values are amortized as an
increase to rental revenue over the remaining term of the
respective leases . The value of in-place leases is based on
the Company’s evaluation of the specific characteristics of
each tenant’s lease . Factors considered include estimates
of carrying costs during expected lease-up periods, current
market conditions, and costs to execute similar leases . The
value of in-place leases are amortized over the remaining
term of the respective leases . If a tenant vacates its space
prior to its contractual expiration date, any unamortized
balance of their related intangible asset is recorded in the
consolidated statement of income .

Deferred Charges

Deferred charges consist principally of leasing
commissions (which are amortized ratably over the
life of the tenant leases) and financing fees (which are
amortized over the terms of the respective agreements) .
Deferred charges in the accompanying consolidated
balance sheets are shown at cost, net of accumulated
amortization of $3,015,000 and $2,867,000 as of
October 31, 2012 and 2011, respectively .

Asset Impairment

On a periodic basis, management assesses whether
there are any indicators that the value of its real estate
investments may be impaired . A property value is
considered impaired when management’s estimate of
current and projected operating cash flows (undiscounted
and without interest) of the property over its remaining
useful life is less than the net carrying value of the
property . Such cash flow projections consider factors
such as expected future operating income, trends and
prospects, as well as the effects of demand, competition
and other factors . To the extent impairment has occurred,
the loss is measured as the excess of the net carrying
amount of the property over the fair value of the asset .
Changes in estimated future cash flows due to changes in
the Company’s plans or market and economic conditions
could result in recognition of impairment losses which
could be substantial . Management does not believe that
the value of any of its real estate investments is impaired
at October 31, 2012 .

Depreciation and Amortization

Revenue Recognition

The Company uses the straight-line method for
depreciation and amortization . Core and non-core
properties are depreciated over the estimated useful lives
of the properties, which range from 30 to 40 years . Property
improvements are depreciated over the estimated useful
lives that range from 10 to 20 years . Furniture and fixtures
are depreciated over the estimated useful lives that range
from 3 to 10 years . Tenant improvements are amortized over
the shorter of the life of the related leases or their useful life .

Property Held for Sale and Discontinued Operations

The Company follows the provisions of ASC Topic 360,

“Property, Plant, and Equipment,” and ASC Topic 205,
“Presentation of Financial Statements .” ASC Topic 360
and ASC Topic 205 require, among other things, that the
assets and liabilities and the results of operations of the
Company’s properties that have been sold or otherwise
qualify as held for sale be classified as discontinued
operations and presented separately in the Company’s
consolidated financial statements . If significant to financial
statement presentation, the Company classifies properties
as held for sale that are under contract for sale and are
expected to be sold within the next 12 months .

Revenues from operating leases include revenues from
core properties and non-core properties . Rental income is
generally recognized based on the terms of leases entered
into with tenants . In those instances in which the Company
funds tenant improvements and the improvements
are deemed to be owned by the Company, revenue
recognition will commence when the improvements are
substantially completed and possession or control of the
space is turned over to the tenant . When the Company
determines that the tenant allowances are lease incentives,
the Company commences revenue recognition when
possession or control of the space is turned over to the
tenant for tenant work to begin . Minimum rental income
from leases with scheduled rent increases is recognized
on a straight-line basis over the lease term . At October 31,
2012 and 2011, approximately $13,507,000 and $12,752,000,
respectively, has been recognized as straight-line rents
receivable (representing the current net cumulative rents
recognized prior to when billed and collectible as provided
by the terms of the leases), all of which is included in
tenant receivables in the accompanying consolidated
financial statements . Percentage rent is recognized when
a specific tenant’s sales breakpoint is achieved . Property

Urstadt Biddle ProPerties inc.notes to consolidated Financial statements

operating expense recoveries from tenants of common
area maintenance, real estate taxes and other recoverable
costs are recognized in the period the related expenses are
incurred . Lease incentives are amortized as a reduction of
rental revenue over the respective tenant lease terms . Lease
termination amounts are recognized in operating revenues
when there is a signed termination agreement, all of the
conditions of the agreement have been met, the tenant
is no longer occupying the property and the termination
consideration is probable of collection . Lease termination
amounts are paid by tenants who want to terminate their
lease obligations before the end of the contractual term
of the lease by agreement with the Company . There is no
way of predicting or forecasting the timing or amounts of
future lease termination fees . Interest income is recognized
as it is earned . Gains or losses on disposition of properties
are recorded when the criteria for recognizing such gains
or losses under GAAP have been met .

The Company provides an allowance for doubtful

accounts against the portion of tenant receivables
(including an allowance for future tenant credit losses
of approximately 10% of the deferred straight-line rents
receivable) which is estimated to be uncollectible . Such
allowances are reviewed periodically . At October 31,
2012 and 2011, tenant receivables in the accompanying
consolidated balance sheets are shown net of allowances
for doubtful accounts of $3,686,000 and $3,229,000,
respectively . During the years ended October 31, 2012, 2011
and 2010, the Company provided $665,000, $1,009,000 and
$671,000, respectively, for uncollectible amounts, which is
recorded in the accompanying consolidated statement of
income as a reduction of base rental revenue .

Cash Equivalents

Cash and cash equivalents consist of cash in banks and

short-term investments with original maturities of less
than three months .

Restricted Cash

Restricted cash consists of those tenant security deposits
and replacement and other reserves required by agreement
with certain of the Company’s mortgage lenders for
property level capital requirements that are required to
be held in separate bank accounts . In addition, in fiscal
2012 restricted cash includes $63 .1 million related to cash
that was on deposit at the Company’s transfer agent for
the redemption of the Company’s Series E Preferred stock
in the first quarter of fiscal 2013 . (See Note 8 for further
discussion of the above)

Marketable Securities

Marketable securities consist of short-term investments
and marketable equity securities . Short-term investments
(consisting of investments with original maturities
of greater than three months when purchased) and
marketable equity securities are carried at fair value . The
Company has classified marketable securities as available
for sale . Unrealized gains and (losses) on available for sale
securities are recorded as other comprehensive income
(loss) in stockholders’ equity . During the fiscal year ended
October 31, 2012 the Company sold 24,264 shares of
REIT common stocks for an aggregate sales price, net of
commissions, of $416,000 . The securities had a purchase
cost of $378,000 . The Company realized a gain on the
transaction using the specific identification method of
$38,000 . The gain is included in interest, dividends and
other investment income in the consolidated statement of
income . There were no realized gains or losses on sales of
marketable securities in fiscal 2011 or 2010 .

As of October 31, 2012, all of the Company’s marketable securities consisted of REIT Common and Preferred Stocks .

At October 31, 2012, the Company has recorded a net unrealized gain on available for sale securities in the amount of
$38,000 . The Company analyzes unrealized losses, if any, to determine if the unrealized losses are temporary . If and when
the Company deems unrealized losses to be other than temporary, unrealized losses will be realized and reclassified into
earnings . The net unrealized gain at October 31, 2012 is detailed below (in thousands):

Description:

REIT Common and Preferred Stocks

Fair Market
Value
$994

Cost
Basis
$956

Net Unrealized
Gain/(Loss)
$38

Gross Unrealized
Gains
$38

Gross Unrealized
(Loss)
$ —

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 October 31, 2012, the Company believes it has no

significant risk associated with non-performance of the
financial institution which is the counterparty to its
derivative contract . At October 31, 2012, the Company had
approximately $11 .6 million borrowed under its unsecured
revolving line of credit subject to an interest rate swap .
Such interest rate swap converted the LIBOR-based
variable rate on the unsecured line of credit to a fixed
annual rate of 1 .22% per annum (plus a 1 .50% credit spread
or a total fixed interest rate of 2 .72%) . As of October 31,
2012, the Company had an accrued liability of $29,000
(included in accounts payable and accrued expenses on the
consolidated balance sheet) relating to the fair value of the
Company’s interest rate swap applicable to the unsecured
revolving line of credit . Charges and/or credits relating to
the changes in fair values of such interest rate swaps are
made to accumulated other comprehensive income (loss)
as the swap is deemed effective and is classified as a cash
flow hedge . The swap terminated in January 2013 .

Comprehensive Income

Comprehensive income is comprised of net

income applicable to Common and Class A Common
stockholders and other comprehensive income (loss) .
Other comprehensive income (loss) includes items
that are otherwise recorded directly in stockholders’
equity, such as unrealized gains or losses on marketable
securities and unrealized gains and losses on interest rate
swaps designated as cash flow hedges . At October 31,
2012, accumulated other comprehensive income (loss)

consisted of net unrealized gains on marketable securities
of approximately $38,000 and net unrealized losses on an
interest rate swap agreement of approximately $55,000 .
At October 31, 2011, accumulated other comprehensive
income (loss) consisted of net unrealized losses on
marketable securities of approximately $26,000 and net
unrealized losses on an interest rate swap agreement
of approximately $128,000 . Unrealized gains and losses
included in other comprehensive income (loss) will be
reclassified into earnings as gains and losses are realized .
Comprehensive income consisted of the following

(in thousands):

Net income applicable to Common

and Class A Common Stockholders
Change in unrealized gains/(losses)

in marketable equity securities

Change in unrealized (loss) on

interest rate swap

Total comprehensive income

Year Ended October 31,

2012

2011

2010

$12,966

$18,549

$14,448

—

190

73
$13,103

75
$18,624

(203)
$14,435

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 in excess of
insured amounts with high quality financial institutions .
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 . There is no dependence
upon any single tenant .

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

Urstadt Biddle ProPerties inc.notes to consolidated Financial statements

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):

Year Ended October 31,

2012

2011

2010

Segment Reporting

The Company operates in one industry segment,

ownership of commercial real estate properties, which are
located principally in the northeastern United States . The
Company does not distinguish its property operations
for purposes of measuring performance . Accordingly, the
Company believes it has a single reportable segment for
disclosure purposes .

Reclassification

Certain fiscal 2010 and 2011 amounts have been
reclassified to conform to current period presentation .

New Accounting Standards

Numerator
Net income applicable to common

stockholders—basic

Effect of dilutive securities:

Stock awards

Net income applicable to common

stockholders—diluted

Denominator
Denominator for basic EPS—

$3,166

$ 4,536

$ 3,795

Newly Adopted

236

265

175

$3,402

$ 4,801

$ 3,970

In May 2011, the FASB issued Accounting Standards

Update (“ASU”) 2011-04, “Fair Value Measurement
(ASC Topic 820): Amendments to Achieve Common Fair
Value Measurement and Disclosure Requirements in U .S .
GAAP and International Financial Reporting Standards
(“IFRS”)” . The pronouncement was issued to provide
a uniform framework for fair value measurements
and related disclosures between U .S . GAAP and IFRS .
ASU 2011-04 changes certain fair value measurement
principles and enhances the disclosure requirements
particularly for Level 3 fair value measurements
(valuation derived from valuation techniques in
which significant value drivers are unobservable) .
This pronouncement became effective for us in
fiscal 2012 and did not have a significant impact
on our consolidated financial statements .

To be adopted

In June 2011, the FASB issued ASU 2011-05,

“Comprehensive Income (ASC Topic 220): Presentation
of Comprehensive Income .” ASU 2011-05 eliminates the
option to present components of other comprehensive
income as part of the statement of shareholders’ equity
and requires the presentation of components of net income
and components of other comprehensive income either in
a single continuous statement of comprehensive income
or in two separate but consecutive statements . This
pronouncement is effective for us in the first quarter of
fiscal 2013 and is not expected to have a significant impact
on our consolidated financial statements .

weighted average common shares

7,370

7,306

7,176

Effect of dilutive securities:

Restricted stock and other awards

834

655

519

Denominator for diluted EPS—
weighted average common
equivalent shares

Numerator
Net income applicable to Class A
common stockholders—basic

Effect of dilutive securities:

Stock awards

Net income applicable to Class A
common stockholders—diluted

8,204

7,961

7,695

$9,800

$14,013

$10,653

(236)

(265)

(175)

$9,564

$13,748

$10,478

Denominator
Denominator for basic EPS—weighted

average Class A common shares

20,740

20,496

18,273

Effect of dilutive securities: Restricted

stock and other awards

Denominator for diluted EPS—

weighted average Class A common
equivalent shares

224

208

150

20,964

20,704

18,423

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 .

(2) real estate investments

The Company’s investments in real estate, net of depreciation, were composed of the following at October 31, 2012

and 2011 (in thousands):

Retail
Office
Industrial

Core
Properties
$511,662
7,649
—
$519,311

Non-Core
Properties
$ —
—
553
$553

Unconsolidated
Joint Venture
$26,708
—
—
$26,708

Mortgage Notes
Receivable
$898
—
—
$898

2012
Totals
$539,268
7,649
553
$547,470

2011
Totals
$523,481
7,792
584
$531,857

The Company’s investments at October 31, 2012
consisted of equity interests in 54 properties, which are
located in various regions throughout the United States
and one mortgage note receivable . The Company’s
primary investment focus is neighborhood and community
shopping centers located in the northeastern United States .
These properties are considered core properties of the
Company . The remaining properties are located outside
of the northeastern United States and are considered non-
core properties . Since a significant concentration of the
Company’s properties are in the northeast, market changes
in this region could have an effect on the Company’s
leasing efforts and ultimately its overall results of
operations . The following is a summary of the geographic
locations of the Company’s investments at October 31,
2012 and 2011 (in thousands):

Northeast
Midwest
Southwest

2012
$ 546,019
303
1,148
$ 547,470

2011
$ 530,274
324
1,259
$ 531,857

(3) core ProPerties

The components of the core properties consolidated in

the financial statements are as follows (in thousands):

Land
Buildings and improvements

Accumulated depreciation

2012
$ 121,382
538,398
659,780
(140,469)
$ 519,311

2011
$ 116,220
514,352
630,572
(126,682)
$ 503,890

Space at the Company’s core properties is generally

leased to various individual tenants under short and
intermediate-term leases which are accounted for as
operating leases .

Minimum rental payments on non-cancelable operating

leases in the consolidated core properties totaling
$389,172,000 become due as follows: 2013—$66,448,000;
2014—$59,950,000; 2015—$52,704,000; 2016—$46,285,000;
2017—$38,324,000 and thereafter—$125,461,000 .

Certain of the Company’s leases provide for the

payment of additional rent based on a percentage of the
tenant’s revenues . Such additional percentage rents are
included in operating lease income and were less than 1%
of consolidated revenues in each of the three years ended
October 31, 2012 .

Owned Properties

In December 2011, a subsidiary of the Company

acquired the Eastchester Plaza Shopping Center
(“Eastchester”) in the Town of Eastchester, Westchester
County, New York for a purchase price of $9 million . In
connection with the purchase, the Company assumed a
first mortgage encumbering the property at its estimated
fair value of $3 .6 million . The assumption of the mortgage
loan represents a non-cash financing activity and is
therefore not included in the accompanying consolidated
statement of cash flows for the year ended October 31,
2012 . The mortgage matured in April 2012 and was repaid .
The remaining equity needed to complete the acquisition
was funded with available cash and borrowings on
the Company’s unsecured revolving credit facility . In
conjunction with the purchase, the Company incurred
acquisition costs totaling $33,000, which have been
expensed in the year ended October 31, 2012 consolidated
statement of income .

In October 2011, the Company, through a wholly
owned subsidiary, completed the purchase of the 63,000
square foot Fairfield Centre Shopping Center, in Fairfield,
Connecticut (“Fairfield Centre”), for a purchase price of
$17 .0 million . The Company financed its net investment
in the property with available cash and a borrowing on its
unsecured revolving credit facility . In conjunction with the
purchase, the Company incurred acquisition costs totaling
$19,000 which have been expensed in the year ended
October 31, 2011 consolidated statement of income .

Urstadt Biddle ProPerties inc.notes to consolidated Financial statements

In May 2010, the Company, through a wholly owned
subsidiary, completed the purchase of the New Milford
Plaza Shopping Center, in New Milford, Connecticut
(“New Milford”), for a purchase price of $22 .3 million,
subject to an existing first mortgage secured by the
property at its estimated fair value of approximately $9 .2
million . The assumption of the mortgage loan represents a
non-cash financing activity and is therefore not included in
the accompanying 2010 consolidated cash flow statement .
The Company financed its net investment in the property
with available cash and a $13 .2 million borrowing on its
unsecured revolving credit facility . In conjunction with the
purchase, the Company incurred acquisition costs totaling
$29,000 which have been expensed on the fiscal 2010
consolidated statement of income .

During fiscal 2012, the Company completed its
evaluation of the acquired leases for Eastchester Plaza,
which was acquired at the beginning of fiscal 2012, and its
Fairfield Centre Property and Fairfield Plaza properties,
which were acquired in fiscal 2011 . As a result of its
evaluation, the Company has allocated $392,000 to a
liability associated with the net fair value assigned to the
acquired leases at Eastchester and $765,000 to a liability
associated with the net fair value assigned to the acquired
leases at Fairfield Centre . The Company determined that
no purchase price adjustment was necessary in order
to ascribe value to the in-place leases at Fairfield Plaza .
These amounts represent a non-cash investing activity
and are therefore not included in the accompanying
consolidated statement of cash flows for the year ended
October 31, 2012 . The Company is currently in the
process of evaluating the fair value of the in-place leases
for UB Orangeburg, LLC (“Orangeburg”) (see note 9) .
Consequently, no value has yet been assigned to those
leases at that property and the purchase price allocation
is preliminary and may be subject to change .

During fiscal 2011, the Company completed its

evaluation of the acquired leases for its New Milford Plaza
Property and its Katonah Property, which properties were
acquired in fiscal 2010 . As a result of its evaluation, the
Company has allocated $396,000 to a liability associated
with the net fair value assigned to the acquired leases
at the properties, which amounts represent a non-cash
investing activity and are therefore not included in the
accompanying consolidated statement of cash flows for
the fiscal year ended October 31, 2011 .

In April 2011, the Company, through a wholly owned
subsidiary, completed the purchase of the 72,000 square
foot Fairfield Plaza Shopping Center, in New Milford,
Connecticut (“Fairfield Plaza”), for a purchase price of
$10 .8 million, subject to an existing first mortgage secured
by the property at its estimated fair value of approximately
$5 .0 million . The assumption of the mortgage loan
represents a non-cash financing activity and is therefore
not included in the accompanying consolidated statement
of cash flows for the year ended October 31, 2011 . The
Company financed its net investment in the property
with available cash and a borrowing on its unsecured
revolving credit facility . In conjunction with the purchase,
the Company incurred acquisition costs totaling $53,000
which have been expensed in year ended October 31, 2011
consolidated statement of income .

In December 2010, the Company reached a lease

termination settlement (“Settlement”) with a former tenant
in its Meriden shopping center in Meriden, Connecticut .
In accordance with the Settlement agreement the prior
tenant was released from all of its obligations under the
aforementioned lease in exchange for a settlement
payment to the Company . The Settlement agreement
provides that the former tenant will pay the Company
$3 .3 million in 41 equal monthly payments of $80,000
and one final monthly payment of $20,000 without interest
beginning on January 1, 2011 . The Company has recorded
the lease termination in the consolidated statement of
income for the fiscal year ended October 31, 2011 in the
amount of $2,988,000, which amount represents the
present value of the 42 payments due to the Company
under the Settlement agreement at a discount rate of
5 .75% per annum . The Company will record the remaining
$312,000 as interest income over the remaining payment
term through June 1, 2014 in accordance with the effective
yield method . With the exception of the ten $80,000
payments received by the Company in fiscal 2011, the
remaining $2 .99 million in lease termination income
represents a non-cash activity and is not shown in the
investing section of the consolidated statement of cash
flows for the year ended October 31, 2011 .

In April 2010, the Company, through a wholly owned

subsidiary, acquired three buildings containing 28,000
square feet of retail and office space in Katonah, New York
(“Katonah Village Commons”) for a cash purchase price
of $8 .5 million . The Company financed its net investment
in the property with available cash and a borrowing on its
unsecured revolving credit facility . In conjunction with the
purchase, the Company incurred acquisition costs totaling
$47,000, which have been expensed in the year ended
October 31, 2010 consolidated statement of income .

During fiscal 2010, the Company completed its

evaluation of the acquired leases at three bank properties
which were acquired in fiscal 2009 . As a result of its
evaluation, the Company has allocated $1 .7 million to
a liability associated with the net fair value assigned to
the acquired leases at the properties, which amounts
represent a non-cash investing activity and are therefore
not included in the accompanying consolidated statement
of cash flows for the fiscal year ended October 31, 2010 .
For the years ended October 31, 2012, 2011 and 2010,
the net amortization of above-market and below-market
leases amounted to $515,000, $262,000 and $300,000,
respectively, which amounts are included in base rents in
the accompanying consolidated statements of income .

In fiscal 2012, the Company incurred costs of

approximately $6 .5 million related to capital
improvements to its properties and leasing costs .

(4) non-core ProPerties

At October 31, 2012, the non-core properties consist of

two industrial properties (“the St . Louis” property and
“the Dallas” property) located outside of the Northeast
region of the United States . The Board of Directors has
authorized management, subject to its approval of any
contract for sale, to sell the non-core properties of the
Company over a period of several years in furtherance of
the Company’s objectives to focus on northeast properties .
The components of non-core properties were as follows

(in thousands):

Land
Buildings and improvements

Accumulated depreciation

2012
$450
145
595
(42)
$553

2011
$450
145
595
(11)
$584

Minimum rental payments on non-cancelable
operating leases of the non-core properties totaling
$7,121,000 become due as follows: 2013—$1,597,000;
2014—$1,597,000; 2015—$1,792,000; 2016—$1,831,000;
2017—$304,000 .

(5) discontinued oPerations

In fiscal 2010, the Company completed the negotiations

on a contract to sell two properties for a sales price,
including closing costs, of $7 .8 million . In accordance
with ASC Topic 205 and 360, the Company adjusted the
carrying value of the property to $7 .8 million and realized
a loss on asset held for sale of approximately $300,000 . The
$300,000 in fiscal 2010 is included in other expense on the
accompanying consolidated statement of income as the
Company determined that the amount of loss, operations
and revenue of the properties were insignificant to disclose
separately as discontinued operations .

(6) mortgage note receivaBle

At October 31, 2012, mortgage note receivable consisted
of one fixed rate mortgage with a contractual interest rate
of 9% . The mortgage note matures on January 15, 2013 and
is secured by a retail property . Interest is recognized on the
effective yield method . The mortgage note is recorded at a
discounted amount which reflects the market interest rate
at the time of acceptance of the note . At October 31, 2012,
the remaining unamortized discount was $6,000 .
At October 31, 2012, principal payments on the
mortgage note receivable become due as follows:
2013—$898,000 .

(7) mortgage notes PayaBle, Bank lines

oF credit and other loans

At October 31, 2012, mortgage notes payable and other

loans are due in installments over various periods to
fiscal 2027 at effective rates of interest ranging from 2 .8%
to 11 .3% and are collateralized by real estate investments
having a net carrying value of approximately $220 million .
Combined aggregate principal maturities of mortgage
notes payable during the next five years and thereafter are
as follows (in thousands):

2013
2014
2015
2016
2017
Thereafter

Principal
Repayments

Scheduled
Amortization

$ 3,191
—
4,480
—
49,623
64,471
$121,765

$ 2,900
2,987
3,127
3,207
3,140
6,110
$21,471

Total

$ 6,091
2,987
7,607
3,207
52,763
70,581
$143,236

Urstadt Biddle ProPerties inc.notes to consolidated Financial statements

In September of fiscal 2012, the Company entered into

In December 2011 (fiscal 2012), the Company, through

a new $80 million Unsecured Revolving Credit Facility
(the “Facility”) with a syndicate of four banks led by The
Bank of New York Mellon, as administrative agent . The
syndicate also includes Wells Fargo Bank N .A .
(syndication agent), Bank of Montreal and Regions Bank
(co-documentation agents) . This new unsecured revolving
credit facility replaced the Company’s existing $50 million
Unsecured Revolving Credit Agreement which was
scheduled to mature in February of 2013 . The new Facility
gives the Company the option, under certain conditions,
to increase the Facility’s borrowing capacity up to $125
million . The maturity date of the Facility is September 21,
2016 with a one-year extension at the Company’s option .
Borrowings under the Facility can be used for, among
other things, acquisitions, working capital, capital
expenditures, and repayment of other indebtedness
and the issuance of letters of credit (up to $10 million) .
Borrowings will bear interest at the Company’s option
of Eurodollar rate plus 1 .5% to 2 .0% or The Bank of New
York Mellon’s prime lending rate plus 0 .50% based on
consolidated indebtedness, as defined . The Company
will pay an annual fee on the unused commitment
amount of up to 0 .25% to 0 .35% based on outstanding
borrowings during the year . The Facility contains certain
representations, financial and other covenants typical for
this type of facility . The Company’s ability to borrow
under the Facility is subject to its compliance with the
covenants and other restrictions on an ongoing basis . The
principal financial covenants limit the Company’s level of
secured and unsecured indebtedness and additionally
require the Company to maintain certain debt coverage
ratios . The Company was in compliance with such
covenants at October 31, 2012 . In conjunction with the
execution of the new Facility the Company terminated its
existing $30 million secured revolving credit facility with
The Bank of New York Mellon .

During fiscal 2012, the Company borrowed a total of
$8 million on its Facility to fund its equity for a property
acquisition and to make an additional investment in one of
its unconsolidated joint ventures; this amount was repaid
in October 2012 .

a wholly owned subsidiary, assumed a first mortgage
payable secured by Eastchester Plaza with an estimated
fair value of approximately $3 .6 million . The mortgage
matured in April 2012 and was repaid .

In March 2012, the Company assumed a first mortgage
payable in the amount of $7 .4 million in conjunction with
its investment in Orangeburg (see note 9 below) . The loan
requires payments of principal and interest at a fair market
value interest rate of 2 .04% (6 .19% contractual rate) .
Subsequent to the assumption, Orangeburg extended the
loan with the current lender for an additional five years,
leaving all terms unchanged, except the interest rate that
was adjusted to a fixed rate of 2 .78% . The loan now
matures in October 2017 . The operating agreement for
Orangeburg requires that the loan be refinanced and
not repaid at maturity .

In February 2012, the Company borrowed $28 million

by placing a non-recourse first mortgage on one of its
unencumbered properties . The loan is for a term of ten
years and will require payments of principal and interest
based on a thirty-year amortization schedule at the fixed
interest rate of 4 .85% . The proceeds of the loan were used
to repay approximately $28 million in borrowing on the
Company’s revolving credit facility .

In October of 2012, the Company repaid, at maturity,

its first mortgage payable secured by its New Milford
property in the amount of $8 .3 million .

In August 2012, a wholly owned subsidiary of the
Company completed the installation of a solar power
system (the “Ferry System”) at the Company’s Ferry
Plaza Shopping Center in Newark, New Jersey at a total
cost of approximately $1 .7 million . The subsidiary of the
Company financed a portion of the project with a loan in
the amount of $1 .1 million from The Public Service Electric
and Gas Company of New Jersey (“PSE&G”), through
PSE&G’s “Solar Loan Program II” . The loan requires
monthly payments of principal and interest at 11 .3% per
annum through its maturity date of August 31, 2027 . The
subsidiary of the Company has the option of repaying all
or part of the PSE&G loan, including interest, with Solar
Renewable Energy Credits (“SREC’s”) that are expected to
be generated by the Ferry System . The remaining cost of
the Ferry System was funded by a renewable energy grant
from the federal government .

In fiscal 2011, the Company, through a wholly owned

subsidiary, assumed a first mortgage payable with an
estimated fair value of approximately $5 .0 million in
conjunction with its purchase of Fairfield Plaza . The
mortgage requires payments of principal and interest
at a fixed rate of interest of 5 .0% with a maturity of
August 2015 .

In October of 2011, the Company repaid, at maturity, its

first mortgage payable secured by its Carmel property in
the amount of $4 .0 million .

In May 2011, a wholly owned subsidiary of the
Company completed the installation of a solar power
system (the “Emerson System”) at the Company’s
Emerson Shopping Center in Emerson, New Jersey at a
total cost of approximately $1 .2 million . The subsidiary of
the Company financed a portion of the project with a loan
in the amount of $819,000 from PSE&G, through PSE&G’s
“Solar Loan Program II” . The loan requires monthly
payments of principal and interest at 11 .3% per annum
through its maturity date of May 31, 2026 . The subsidiary
of the Company has the option of repaying all or part of
the PSE&G loan, including interest, with SREC’s that are
expected to be generated by the Emerson System . The
remaining cost of the Emerson System was funded by a
renewable energy grant from the federal government .
In January 2011, a wholly owned subsidiary of the
Company completed the installation of a solar power
system (the “Valley Ridge System”) at the Company’s
Valley Ridge Shopping Center in Wayne, New Jersey at
a total cost of approximately $1 .1 million . In conjunction
with the solar installation the subsidiary of the Company
financed a portion of the project with a loan in the amount
of $726,000 from PSE&G, through PSE&G’s “Solar Loan

Program I” . The loan requires monthly payments of
principal and interest at 11 .11% per annum through its
maturity date of January 31, 2026 . The subsidiary of the
Company has the option of repaying all or part of the
PSE&G loan, including interest, with SREC’s that are
expected to be generated by the Valley Ridge System . The
remaining cost of the Valley Ridge System was funded by
a renewable energy grant from the federal government .

In fiscal 2010, the Company repaid, at maturity, its first

mortgage payable secured by its Somers property in the
amount of $5 .2 million .

In fiscal 2010, the Company, through a wholly owned

subsidiary, assumed a first mortgage payable with an
estimated fair value of approximately $9 .2 million in
conjunction with its purchase of New Milford . The
mortgage requires payments of principal and interest
at a fixed rate of interest of 3 .9% with a maturity of
December 2012 .

Interest paid in the years ended October 31, 2012, 2011,
and 2010 was approximately $8 .6 million, $7 .6 million and
$7 .5 million, respectively .

(8) redeemaBle PreFerred stock

The Company is authorized to issue up to 20,000,000

shares of Preferred Stock . At October 31, 2012, the
Company had issued and outstanding 224,027 shares
of Series C Senior Cumulative Preferred Stock (Series C
Preferred Stock), 2,450,000 shares of Series D Senior
Cumulative Preferred Stock (Series D Preferred Stock)
(see Note 11), and 5,175,000 shares of Series F Cumulative
Preferred Stock (see note 11) .

The following table sets forth the details of the Company’s redeemable preferred stock as of October 31, 2012 and 2011

(amounts in thousands, except share data):

8 .50% Series C Senior Cumulative Preferred Stock; liquidation preference

of $100 per share; issued and outstanding 224,027 and 400,000 shares
8 .50% Series E Senior Cumulative Preferred Stock; liquidation preference

of $25 per share; issued and outstanding -0- and 2,400,000 shares

Total Redeemable Preferred Stock

October 31,

2012

2011

$21,510

$38,406

—
$21,510

57,797
$96,203

Urstadt Biddle ProPerties inc.notes to consolidated Financial statements

On October 22, 2012 the Company repurchased 175,973
shares of its Series C Preferred Stock for $103 .50 per share
($18 .2 million) . As a result of the repurchase, the $1 .3
million excess of the repurchase price of the preferred
shares paid over the carrying amount of the shares is
included as a reduction of income available to Common
and Class A Common shareholders in the accompanying
consolidated statement of income for year ended
October 31, 2012 .

On October 22, 2012, the Company called for the
redemption on November 21, 2012 of all of its 2,400,000
shares of Series E Senior Cumulative Preferred Stock at a
make-whole price of $25 .77 per share (liquidation value
$25 .00 per share) . As a result, the Company has reclassified
the $58 .5 million net book value of the Series E Shares as a
liability (from Redeemable Preferred Stock) at October 31,
2012 . The difference between the redemption amount and
the net book value of the Series E Shares is being accreted
from the date the redemption became probable through
the November 21, 2012 redemption date . As a result the
Company included $710,600 as a reduction of income
available to Common and Class A Common shareholders
in the accompanying consolidated statement of income for
year ended October 31, 2012 .

The Series C Preferred Stock has no stated maturity,

is not subject to any sinking fund or mandatory
redemption and is not convertible into other securities
or property of the Company . Commencing May 2013
the Company, at its option, may redeem the Series C
Preferred Stock in whole or in part, at a redemption
price equal to the liquidation preference per share, plus
all accrued and unpaid dividends .

Upon a change in control of the Company (as defined),

each holder of Series C Preferred Stock has the right,
at such holder’s option, to require the Company to
repurchase all or any part of such holder’s stock for cash
at a repurchase price equal to the liquidation preference
per share plus all accrued and unpaid dividends .

The Series C Preferred Stock contains covenants
that require the Company to maintain certain financial
coverages relating to fixed charge and capitalization
ratios . Shares of the Series C Preferred Stock are non-
voting; however, under certain circumstances (relating to
non-payment of dividends or failure to comply with the
financial covenants) the Series C preferred stockholders
will be entitled to elect two directors . The Company was
in compliance with such covenants at October 31, 2012 .

As the holders of the Series C Preferred Stock only have

a contingent right to require the Company to repurchase
all or part of such holder’s shares upon a change of control
of the Company (as defined), the Series C Preferred Stock
is classified as a redeemable equity instrument as a change
in control is not certain to occur .

(9) consolidated Joint ventures

and redeemaBle noncontrolling
interests

The Company has an investment in two joint ventures,
UB Ironbound, LP (“Ironbound”) and Orangeburg, each of
which owns a commercial retail real estate property . The
Company has evaluated its investment in these two joint
ventures and has concluded that both ventures are not
Variable Interest Entities (“VIE or VIE’s”), however both
joint venture investments meet certain criteria of a sole
general partner (or limited liability member) in accordance
with ASC Topic 970-810 “Real Estate-Consolidation” . The
Company has determined that such joint ventures are
fully controlled by the Company and that the presumption
of control is not offset by any rights of any of the limited
partners or non-controlling members in either venture
and that both joint ventures should be consolidated into
the consolidated financial statements of the Company . The
Company’s investment in both consolidated joint ventures
is more fully described below:

Ironbound (Ferry Plaza)

The Company, through a wholly-owned subsidiary, is

the general partner and owns 84% of one consolidated
limited partnership, Ironbound, which owns a grocery-
anchored shopping center .

The Ironbound limited partnership has a defined
termination date of December 31, 2097 . The partners
in Ironbound are entitled to receive an annual cash
preference payable from available cash of the partnership .
Any unpaid preferences accumulate and are paid from
future cash, if any . The balance of available cash, if any,
is distributed in accordance with the respective partner’s
interests . The limited partners in Ironbound currently
have the right to require the Company to repurchase all
or a portion of their remaining limited partner interests at
prices as defined in the Ironbound partnership agreement .
Upon liquidation of Ironbound, proceeds from the sale
of partnership assets are to be distributed in accordance

with the respective partnership interests . The limited
partners are not obligated to make any additional capital
contributions to the partnership . The Company retains
an affiliate of one of the limited partners in Ironbound to
provide management and leasing services to the property
at an annual fee equal to two percent of rental income
collected, as defined .

Orangeburg

In March 2012, the Company acquired an approximate

2% interest in Orangeburg, a newly formed limited
liability company in which the Company is the sole
managing member . Orangeburg acquired, by contribution,
a 74,000 square foot shopping center in Orangeburg,
New York, at its estimated fair value of $16 .0 million and
the assumption of an existing first mortgage loan on the
property at its estimated fair value of $7 .4 million bearing
interest at a fixed rate of 2 .04% (6 .19% contractual rate) .
The Company’s net investment in Orangeburg amounted
to $186,000 . The other member (non-managing) of
Orangeburg is the prior owner of the contributed property
who, in exchange for contributing the net assets of the
property, received units of Orangeburg equal to the value
of the contributed property less the value of the assigned
first mortgage payable . The Orangeburg operating
agreement provides for the non-managing member to
receive an annual cash distribution equal to the regular
quarterly cash distribution declared by the Company
for one share of the Company’s Class A Common stock,
which amount is attributable to each unit of Orangeburg
ownership . The annual cash distribution will be paid
from available cash, as defined, of Orangeburg . If there
is an available cash shortfall, the managing member
must contribute or loan additional capital to fund the
non-managing member’s required cash distribution . 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 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 .

The contribution of the property to Orangeburg
and the assumption by Orangeburg of the $7 .4 million
first mortgage loan represents a non-cash activity and
is therefore not included in the accompanying 2012
consolidated statement of cash flows . The Company
incurred $211,000 in acquisition costs in conjunction
with the purchase .

Noncontrolling interests:

The Company accounts for non-controlling interests in
accordance with ASC Topic 810, “Consolidation” . Because
the limited partners or non-controlling members in both
Ironbound and Orangeburg have the right to require
the Company to redeem all or a part of their limited
partnership or limited liability company units at prices as
defined in the governing agreements, the Company will
report the noncontrolling interests in both consolidated
joint ventures in the mezzanine section, outside of
permanent equity, of the consolidated balance sheets at
redemption value which approximates fair value . For
the year ended October 31, 2012 and 2011, the Company
adjusted the carrying value of the non-controlling
interests by $(127,000) and $281,000, respectively, with the
corresponding adjustment recorded in stockholders’ equity .

The following table sets forth the details of the
Company’s redeemable non-controlling interests at
October 31, 2012 and 2011 (amounts in thousands):

Beginning Balance
Initial Orangeburg noncontrolling interest
Purchase of Noncontrolling Interests
Change in Redemption Value
Ending Balance

October 31,

2012
$ 2,824
8,724
—
(127)
$11,421

2011
$11,330
—
(8,787)
281
$ 2,824

(10) investments in and advances to
unconsolidated Joint ventures
At October 31, 2012 and 2011, investments in and

advances to unconsolidated joint ventures consisted of the
following (with the Company’s ownership percentage in
parentheses) (amounts in thousands):

Midway Shopping Center, L .P . (11 .642%)
Putnam Plaza Shopping Center (66 .67%)
81 Pondfield Road Company (20%)
Total

October 31,
2012
$19,165
6,820
723
$26,708

2011
$18,904
6,757
723
$26,384

Urstadt Biddle ProPerties inc.notes to consolidated Financial statements

Midway Shopping Center, L.P.

Putnam Plaza Shopping Center

The Company, through two wholly owned subsidiaries,

owns an 11 .642% equity interest in Midway Shopping
Center L .P . (“Midway”), which owns a 247,000 square
foot shopping center in Westchester County, New York .
In addition, the Company loaned Midway, in the form
of an unsecured note, approximately $13 .2 million,
which Midway used to repay $11 .6 million in mortgage
and unsecured loans, to complete certain tenants
improvements at the property and to fund $960,000 for
a good faith deposit in relation to a future mortgage
refinancing . The loans to Midway were repaid in January
2013 . The Company has evaluated its investment in
Midway and has concluded that the venture is not a
VIE and should not be consolidated into the financial
statements of the Company . 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 . 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 .

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 currently has a non-recourse first mortgage

payable in the amount of $14 million . The loan bears
interest only at the rate of 5 .75% per annum and matures
in January 2013 . Midway’s only other debt outstanding
is its unsecured loan to the Company in the amount of
$13 .2 million . Midway has entered into a commitment
with a new mortgage lender to borrow up to $32 million
to refinance the existing first mortgage payable and
Midway’s unsecured debt owed to the Company . The new
first mortgage payable will require monthly payments of
principal and interest at a fixed rate of 4 .80% . The new
mortgage will mature in 2027 .

The Company, through a wholly owned subsidiary,
owns a 66 .67% undivided equity interest in the Putnam
Plaza Shopping Center (“Putnam Plaza”) . The Company
accounts for its investment in the Putnam Plaza joint
venture under the equity method of accounting since
it exercises significant influence, but does not control
the venture . The other venturer in Putnam Plaza has
substantial participation rights in the financial decisions
and operation of the property, which preclude the
Company from consolidating the investment . The
Company has evaluated its investment in Putnam Plaza
and has concluded that the venture is not a VIE . 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 .
Putnam Plaza has a first mortgage payable in the
amount of $21 million . In September 2012, Putnam Plaza
modified its existing mortgage with the lender . The
modified mortgage will require monthly payments of
principal and interest at a fixed rate of 4 .17% and will
mature in 2019 . In conjunction with the modification,
Putnam Plaza paid the existing lender a $315,000
prepayment penalty .

81 Pondfield Road Company

The Company’s other investment in an unconsolidated

joint venture is a 20% economic interest in a partnership
which owns a retail and office building in Westchester
County, New York .

(11) stockholders’ equity

The Series D Preferred Stock has no maturity and is not

convertible into any other security of the Company . The
Series D Preferred Stock is currently redeemable at the
Company’s option at a price of $25 per share plus accrued
and unpaid dividends . Underwriting commissions and
costs incurred in connection with the sale of the Series D
Preferred Stock are reflected as a reduction of additional
paid in capital .

During fiscal 2012, the Company sold 2,500,000 shares
of Class A Common Stock in an underwritten follow-on
common stock offering for $19 .16 per share and raised
net proceeds of $47 .5 million . The Company used the
proceeds of the offering to repay an $8 million existing
draw on its Facility and to repay an existing $8 .3 million
mortgage on one of its properties when it matured . The
balance of the proceeds has been temporarily invested
in marketable securities .

On October 24, 2012, the Company completed the public

offering of 5,175,000 Series F Cumulative Preferred Stock
(the “Series F Preferred Stock”) at a price of $25 .00 per
share for net proceeds of $125 .3 million after underwriting
discounts but before offering expenses . These shares are
nonvoting, have no stated maturity and are redeemable
for cash at $25 .00 per share at the Company’s option on or
after October 24, 2017 . Holders of these shares are entitled
to cumulative dividends, payable quarterly in arrears .
Dividends accrue from the date of issue at the annual
rate of $1 .78125 per share per annum . The holders of our
Series F Preferred Stock have general preference rights
with respect to liquidation and quarterly distributions .
Except under certain conditions holders of the Series F
Preferred Stock will not be entitled to vote on most
matters . In the event of a cumulative arrearage equal to
six quarterly dividends, holders of Series F Preferred
Stock, together with all of the Company’s other Series of
preferred stock (voting as a single class without regard to
series) will have the right to elect two additional members
to serve on the Company’s Board of Directors until the
arrearage has been cured . Upon the occurrence of a
Change of Control, as defined in the Company’s Articles
of Incorporation, the holder of the Series F Preferred
Stock will have the right to convert all or part of the
shares of Series F Preferred Stock held by such holder
on the applicable conversion date into a number of the
Company’s shares of Class A common stock . Underwriting
commissions and costs incurred in connection with the
sale of the Series F Preferred Stock are reflected as a
reduction of additional paid in capital .

During fiscal 2010, the Company sold 2,500,000 shares
of Class A Common Stock in an underwritten follow-on
common stock offering for $18 .05 per share and raised net
proceeds of $45 .1 million . The Company used the proceeds
of the offering to repay existing draws on its Facility that
had been used to fund its equity investments in the four
property acquisitions made in fiscal 2010 .

The Class A Common Stock entitles the holder to
1/20 of one vote per share . The Common Stock entitles
the holder to one vote per share . Each share of Common
Stock and Class A Common Stock have identical rights
with respect to dividends except that each share of
Class A Common Stock will receive not less than 110%
of the regular quarterly dividends paid on each share of
Common Stock .

The Company has a Dividend Reinvestment and Share

Purchase Plan, as amended (the “DRIP”), that permits
stockholders to acquire additional shares of Common
Stock and Class A Common Stock by automatically
reinvesting dividends . During fiscal 2012, the Company
issued 6,627 shares of Common Stock and 7,950 shares
of Class A Common Stock (34,498 shares of Common
Stock and 8,532 shares of Class A Common Stock in fiscal
2011) through the DRIP . As of October 31, 2012, there
remained 370,097 shares of Common Stock and 429,808
shares of Class A Common Stock available for issuance
under the DRIP .

The Company has a stockholder rights agreement
that expires on November 11, 2018 . The rights are not
currently exercisable . When they are exercisable, the
holder will be entitled to purchase from the Company
one one-hundredth of a share of a newly-established
Series A Participating Preferred Stock at a price of $65
per one one-hundredth of a preferred share, subject to
certain adjustments . The distribution date for the rights
will occur 10 days after a person or group either acquires
or obtains the right to acquire 10% (“Acquiring Person”)
or more of the combined voting power of the Company’s
Common Shares, or announces an offer, the consummation
of which would result in such person or group owning
30% or more of the then outstanding Common Shares .
Thereafter, shareholders other than the Acquiring Person
will be entitled to purchase original common shares of the
Company having a value equal to two times the exercise
price of the right .

If the Company is involved in a merger or other

business combination at any time after the rights become
exercisable, and the Company is not the surviving
corporation or 50% or more of the Company assets are
sold or transferred, the rights agreement provides that the
holder other than the Acquiring Person will be entitled
to purchase a number of shares of common stock of the
acquiring company having a value equal to two times the
exercise price of each right .

Urstadt Biddle ProPerties inc.notes to consolidated Financial statements

In January 2012, the Company awarded 175,950 shares
of Common Stock and 61,600 shares of Class A Common
Stock to participants in the Plan . The grant date fair value
of restricted stock grants awarded to participants in
2012 was approximately $4 .1 million . As of October 31,
2012, there was $12 .7 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 4 .74 years . For the
years ended October 31, 2012, 2011 and 2010, amounts
charged to compensation expense totaled $3,824,000,
$3,822,000 and $3,200,000, respectively .

A summary of the status of the Company’s non-vested

restricted stock awards as of October 31, 2012, and
changes during the year ended October 31, 2012 are
presented below:

Common Shares

Weighted-
Average
Grant Date
Fair Value

Class A
Common Shares

Weighted-
Average
Grant Date
Fair Value

$15 .18
$17 .04
$17 .55

386,700
61,600
(48,400)

$16 .51
$18 .35
$17 .95

$16 .62

Non-vested at

October 31, 2011

Granted
Vested
Non-vested at

1,343,250
175,950
(45,800)

October 31, 2012

1,473,400

$15 .33

399,900

Profit Sharing and Savings Plan

The Company has a profit sharing and savings plan

(the “401K Plan”), which permits eligible employees
to defer a portion of their compensation in accordance
with the Internal Revenue Code . Under the 401K Plan,
the Company made contributions on behalf of eligible
employees . The Company made contributions to the
401K Plan of approximately $145,000 in each of the
three years ended October 31, 2012, 2011 and 2010 .
The Company also has an Excess Benefit and Deferred
Compensation Plan that allows eligible employees to
defer benefits in excess of amounts provided under the
Company’s 401K Plan and a portion of the employee’s
current compensation .

The Company’s articles of incorporation provide that

if any person acquires more than 7 .5% of the aggregate
value of all outstanding stock, except, among other
reasons, as approved by the Board of Directors, such
shares in excess of this limit automatically will be
exchanged for an equal number of shares of Excess Stock .
Excess Stock has limited rights, may not be voted and is
not entitled to any dividends .

In a prior year, the Board of Directors of the Company
approved a share repurchase program (“Program”) for the
repurchase of up to 1,500,000 shares of Common Stock and
Class A Common Stock in the aggregate and to repurchase
shares of the Company’s Series C and Series D Senior
Cumulative Preferred Stock (Preferred Stock) in open-
market transactions . The Company did not repurchase
any shares of Common, Class A Common or preferred
stock during fiscal 2012 and 2011 . As of October 31, 2012,
the Company had repurchased 3,600 shares of Common
Stock and 724,578 shares of Class A Common Stock under
the program . The Company has yet to repurchase any
preferred stock under the Program .

(12) stock comPensation and other

BeneFit Plans

Restricted Stock Plan

The Company accounts for its Restricted Stock Plan
in accordance with ASC Topic 718, “Stock Compensation .”
On March 10, 2011, the stockholders of the Company
approved an amendment to the Company’s restricted
stock plan (the “Plan”) to provide for an additional
500,000 Common Shares or Class A Common shares to be
available for issuance under the Plan . As amended, the
Plan authorizes grants of up to an aggregate of 3,150,000
shares of the Company’s common equity consisting
of 350,000 Common shares, 350,000 Class A Common
shares and 2,450,000 shares, which at the discretion of the
Company’s compensation committee, may be awarded
in any combination of Class A Common shares or
Common shares .

(13) 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

Marketable debt and equity securities are valued based

on quoted market prices on national exchanges .

The Company calculates the fair value of the
redeemable noncontrolling interests based on either
quoted market prices on national exchanges or
unobservable inputs considering the assumptions that
market participants would make in pricing the obligations .
The inputs used include an estimate of the fair value of the
cash flow generated by the limited partnership in which
the investor owns the partnership units .

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, 2012, 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” .

Urstadt Biddle ProPerties inc.notes to consolidated Financial statements

The Company measures its redeemable noncontrolling interests, marketable equity and debt securities classified

as available for sale securities and interest rate swap derivative at fair value on a recurring basis . The fair value
of these financial assets and liabilities was determined using the following inputs at October 31, 2012 and 2011
(amounts in thousands):

Fiscal Year Ended October 31, 2012
Assets:

Available for Sale Securities

Liabilities:

Interest Rate Swap Agreement
Redeemable noncontrolling interests

Fiscal Year Ended October 31, 2011
Assets:

Available for Sale Securities

Liabilities:

Interest Rate Swap Agreement
Redeemable noncontrolling interests

Total

$ 994

$ 55
$11,421

$ 932

$ 128
$ 2,824

Fair Value Measurements at Reporting Date Using
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

$ 994

$ —
$8,584

$ 932

$ —
$ —

$ —

$ 55
$ —

$ —

$128
$ —

$ —

$ —
$2,837

$ —

$ —
$2,824

Fair market value measurements based upon Level 3
inputs changed from $3,911 at November 1, 2010 to $2,824
at October 31, 2011 as a result of a $281,000 increase in
the redemption value of the Company’s noncontrolling
interest in Ironbound in accordance with the application
of ASC Topic 810, offset by a $1 .4 million redemption of
a portion of the Company’s noncontrolling interests in
Ironbound . Fair market value measurements based upon
Level 3 inputs changed from $2,824 at November 1, 2011 to
$2,837 at October 31, 2012 as a result of a $13,000 increase
in the redemption value of the Company’s noncontrolling
interest in Ironbound in accordance with the application of
ASC Topic 810 . (See note 9)

Fair Value of Financial Instruments

The estimated fair value of the mortgage note receivable

collateralized by real property is based on discounting
the future cash flows at a year-end risk adjusted lending
rate that the Company would utilize for loans of similar
risk and duration . At October 31, 2012 and October 31,
2011, the estimated aggregate fair value of the mortgage
note receivable was approximately $900,000 and $ 1 .1
million, respectively .

The estimated fair value of mortgage notes payable was
approximately $139 million and $125 million at October 31,
2012 and October 31, 2011, respectively . The estimated fair
value of mortgage notes payable is based on discounting
the future cash flows at a year-end risk adjusted borrowing
rate currently available to the Company for issuance of
debt with similar terms and remaining maturities .

The carrying values of cash and cash equivalents,
restricted cash, tenant receivables, prepaid expenses,
other assets, accounts payable, accrued expenses,
revolving lines of credit and other liabilities are reasonable
estimates of their fair values because of the short-term
nature of these instruments .

Although management is not aware of any factors
that would significantly affect the estimated fair value
amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since
that date and current estimates of fair value may differ
significantly from the amounts presented herein .

(14) 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 ultimately may 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 October 31, 2012, the Company had commitments of approximately $1 .8 million for tenant-related obligations .

(15) quarterly results oF oPerations (unaudited)

The unaudited quarterly results of operations for the years ended October 31, 2012 and 2011 are as follows (in

thousands, except per share data):

Revenues
Net Income Attributable to

Urstadt Biddle Properties Inc .

Preferred Stock Dividends
Redemption of Preferred Stock
Net Income Applicable to
Common and Class A
Common Stockholders

Per Share Data:

Basic Earnings Per Share:
Class A Common Stock
Common Stock

Diluted Earnings Per Share:
Class A Common Stock
Common Stock

Year Ended October 31, 2012

Year Ended October 31, 2011

Quarter Ended

Jan 31

Apr 30

July 31

Oct 31

Jan 31

Apr 30

July 31

Oct 31

$22,684

$22,485

$23,083

$23,059

$24,526

$22,353

$21,961

$22,171

$ 7,037
(3,273)
—

$ 6,674
(3,274)
—

$ 7,494
(3,273)
—

$ 7,053
(3,447)
(2,027)

$10,149
(3,273)
—

$ 6,913
(3,274)
—

$ 7,522
(3,273)
—

$ 7,059
(3,274)
—

$ 3,764

$ 3,400

$ 4,221

$ 1,579

$ 6,876

$ 3,639

$ 4,249

$ 3,785

$.14
$.13

$.13
$.12

$.12
$.11

$.15
$.14

$.06
$.05

$.05
$.05

$ .25
$ .23

$ .13
$ .12

$ .16
$ .14

$ .15
$ .14

$ .14
$ .13

$ .14
$ .12

Urstadt Biddle ProPerties inc.notes to consolidated Financial statements

(16) suBsequent events

On December 12, 2012, the Board of Directors of the Company declared cash dividends of $ .225 for each share of
Common Stock and $ .250 for each share of Class A Common Stock . The dividends are payable on January 18, 2013
to stockholders of record on January 4, 2013 . The Board of Directors also ratified the actions of the Company’s
compensation committee authorizing the awards of 175,950 shares of Common Stock and 64,600 shares of Class A
Common Stock to certain key officers and directors of the Company, effective January 2, 2013 pursuant to the
Company’s restricted stock plan . The fair value of the shares awarded totaling $4 .5 million will be charged to
expense over the respective vesting periods .

In November 2012, the Company invested approximately $27 million of the cash proceeds from its recently completed

Class A Common stock and preferred stock public offerings in marketable equity securities pending the investment of
those proceeds in income producing retail commercial property or for general corporate purposes .

In November 2012, the Company entered into a contract to purchase a 109,000 square foot retail shopping center for
$34 .9 million . In connection with the anticipated purchase, the Company will assume a first mortgage loan encumbering
the property in the approximate amount of $19 .1 million . The mortgage loan bears interest at the rate of 5 .68% per annum .
The mortgage matures in January 2022 . The remaining equity needed to complete the acquisition will be funded with
proceeds from the Company’s recently completed Class A Common Stock and Series F Preferred Stock offerings .

In December 2012, the Company purchased equity interests in four commercial real estate properties located in the
Company’s core marketplace with a combined GLA of 139,800 square feet . The gross purchase price of the properties
was $24 .7 million . The Company funded its equity with proceeds from its recently completed Class A Common Stock
and Series F Preferred Stock offerings .

rePort oF indePendent registered PuBlic accounting Firm

The Board of Directors and Stockholders of Urstadt Biddle Properties Inc .

We have audited the accompanying consolidated balance sheets of Urstadt Biddle Properties Inc . (the “Company”)
as of October 31, 2012 and 2011 and the related consolidated statements of income, stockholders’ equity, and cash flows
for each of the three years in the period ended October 31, 2012 . These financial statements are the responsibility of the
Company’s management . Our responsibility is to express an opinion on these financial statements based on our audits .
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States) . Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement . An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements . An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation . We believe that our audits provide a reasonable basis for our opinion .

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Urstadt Biddle Properties Inc . at October 31, 2012 and 2011, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended October 31, 2012, in conformity with
accounting principles generally accepted in the United States of America .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States), the Company’s internal control over financial reporting as of October 31, 2012 based on criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated January 10, 2013 expressed an unqualified opinion thereon .

New York, New York
January 10, 2013

PKF O’Connor Davies

A Division of O’Connor Davies, LLP

management’s discussion and analysis oF Financial condition
and results oF oPerations

The following discussion should be read in conjunction
with the consolidated financial statements of the Company
and the notes thereto included elsewhere in this report .

Forward-looking statements

This report includes certain statements that may be
deemed to be “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange
Act of 1934, as amended . All statements, other than
statements of historical facts, included in this report
that address activities, events or developments that the
Company expects, believes or anticipates will or may
occur in the future, including such matters as future capital
expenditures, dividends and acquisitions (including the
amount and nature thereof), business strategies, expansion
and growth of the Company’s operations and other such
matters are forward-looking statements . These statements
are based on certain assumptions and analyses made by
the Company in light of its experience and its perception
of historical trends, current conditions, expected future
developments and other factors it believes are appropriate .
Such statements are subject to a number of assumptions,
risks and uncertainties, including, among other things,
general economic and business conditions, the business
opportunities that may be presented to and pursued by the
Company, changes in laws or regulations and other factors,
many of which are beyond the control of the Company .
Any forward-looking statements are not guarantees of
future performance and actual results or developments
may differ materially from those anticipated in the
forward-looking statements .

executive summary and overview

The Company, a REIT, is a fully integrated, self-
administered real estate company, engaged in the
acquisition, ownership and management of commercial
real estate, primarily neighborhood and community
shopping centers in the northeastern part of the United
States . Other real estate assets include office and industrial
properties . The Company’s major tenants include
supermarket chains and other retailers who sell basic
necessities . At October 31, 2012, the Company owned or
had equity interests in 54 properties containing a total of
4 .9 million square feet of GLA of which approximately
91% was leased . Included in the 54 properties are equity
interests in three unconsolidated joint ventures at
October 31, 2012 . These joint ventures were approximately
96% leased . The Company has paid quarterly dividends
to its shareholders continuously since our founding in
1969 and has increased the level of dividend payments
to its shareholders for 19 consecutive years .

The Company derives substantially all of its revenues

from rents and operating expense reimbursements
received pursuant to long-term leases and focuses its
investment activities on community and neighborhood
shopping centers, anchored principally by regional
supermarket chains . The Company believes, because of
the need of consumers to purchase food and other staple
goods and services generally available at supermarket-
anchored shopping centers, that the nature of its
investments provide for relatively stable revenue flows
even during difficult economic times . The Company
is experiencing and, in fiscal 2013, expects that it may
continue to experience a higher level of vacancies, relative
to the Company’s historical norm, at some of its shopping
centers and a lengthening in the time required for releasing
of vacant space, as the current economic downturn
continues to negatively affect retail companies . However,
the Company believes it is well positioned to weather any
difficulties it might encounter . The Company currently
has 447,000 square feet of vacant space in its property
portfolio . Of this vacant space, 235,000 square feet, or
53% of the Company’s vacant space, is located in five
properties that have been more difficult to lease or are in
various stages of redevelopment . Management is confident
that the strategy it has in place for each of these five
properties will allow the vacant spaces to be leased and
the properties to operate more efficiently within the next
twelve to twenty-four months . Of the 235,000 square feet
vacant in these five properties, the Company:

• Has leased subsequent to year end 6,000 square feet,

(1 .39% of the Company’s vacant space)

• Has 16,500 square feet of leases ready to be executed

(3 .82% of the Company’s vacant space)

• Is currently in negotiations on new leases for
approximately 130,000 square feet (29% of the
Company’s vacant space)

Once these leases are executed our leased rate will
increase by approximately 4% . Income from such leases
should accrue to our earnings sometime in fiscal 2013 or
fiscal 2014 . The Company has a strong capital structure
with only $3 .2 million in secured debt maturing in the
next 12 months . Consistent with its business strategy,
the Company expects to continue to explore acquisition
opportunities that may arise .

Primarily as a result of property acquisitions in fiscal
2011 and 2012, the Company’s financial data, excluding
the one-time lease termination income in fiscal 2011,
shows increases in total revenues and expenses from
period to period .

The Company focuses on increasing cash flow, and

consequently the value of its properties, and seeks
continued growth through strategic re-leasing, renovations
and expansion of its existing properties and selective
acquisition of income-producing properties, primarily

neighborhood and community shopping centers in the
northeastern part of the United States .

Key elements of the Company’s growth strategies and

operating policies are to:

• Acquire neighborhood and community shopping

centers in the northeastern part of the United States
with a concentration in Fairfield County, Connecticut,
Westchester and Putnam Counties, New York and
Bergen County, New Jersey

• Hold core properties for long-term investment and
enhance their value through regular maintenance,
periodic renovation and capital improvement

• Selectively dispose of non-core and underperforming
properties and re-deploy the proceeds into properties
located in the northeast region

• Increase property values by aggressively marketing

available GLA and renewing existing leases

• Renovate, reconfigure or expand existing properties

to meet the needs of existing or new tenants

recoverable costs are recognized in the period the related
expenses are incurred . Lease incentives are amortized as
a reduction of rental revenue over the respective tenant
lease terms . Lease termination amounts are recognized
in operating revenues when there is a signed termination
agreement, all of the conditions of the agreement have
been met, the tenant is no longer occupying the property
and the termination consideration is probable of collection .
Lease termination amounts are paid by tenants who want
to terminate their lease obligations before the end of
the contractual term of the lease by agreement with the
Company . There is no way of predicting or forecasting the
timing or amounts of future lease termination fees . Interest
income is recognized as it is earned . Gains or losses on
disposition of properties are recorded when the criteria
for recognizing such gains or losses under accounting
principles generally accepted in the United States of
America (“GAAP”) have been met .

• Negotiate and sign leases which provide for regular

Allowance for Doubtful Accounts

or fixed contractual increases to minimum rents

• Control property operating and administrative costs

critical accounting Policies

Critical accounting policies are those that are both

important to the presentation of the Company’s
financial condition and results of operations and require
management’s most difficult, complex or subjective
judgments . Set forth below is a summary of the accounting
policies that management believes are critical to the
preparation of the consolidated financial statements . This
summary should be read in conjunction with the more
complete discussion of the Company’s accounting policies
included in Note 1 to the consolidated financial statements
of the Company .

Revenue Recognition

Revenues from operating leases include revenues from
core properties and non-core properties . Rental income is
generally recognized based on the terms of leases entered
into with tenants . In those instances in which the Company
funds tenant improvements and the improvements are
deemed to be owned by the Company, revenue recognition
will commence when the improvements are substantially
completed and possession or control of the space is turned
over to the tenant . When the Company determines that
the tenant allowances are lease incentives, the Company
commences revenue recognition when possession or
control of the space is turned over to the tenant for tenant
work to begin . Minimum rental income from leases with
scheduled rent increases is recognized on a straight-line
basis over the lease term . Percentage rent is recognized
when a specific tenant’s sales breakpoint is achieved .
Property operating expense recoveries from tenants of
common area maintenance, real estate taxes and other

The allowance for doubtful accounts is established
based on a quarterly analysis of the risk of loss on specific
accounts . The analysis places particular emphasis on
past-due accounts and considers information such as the
nature and age of the receivables, the payment history of
the tenants or other debtors, the financial condition of the
tenants and any guarantors and management’s assessment
of their ability to meet their lease obligations, the basis
for any disputes and the status of related negotiations,
among other things . Management’s estimates of the
required allowance are subject to revision as these factors
change and are sensitive to the effects of economic and
market conditions on tenants, particularly those at retail
properties . Estimates are used to establish reimbursements
from tenants for common area maintenance, real estate tax
and insurance costs . The Company analyzes the balance
of its estimated accounts receivable for real estate taxes,
common area maintenance and insurance for each of its
properties by comparing actual recoveries versus actual
expenses and any actual write-offs . Based on its analysis,
the Company may record an additional amount in its
allowance for doubtful accounts related to these items .
It is also the Company’s policy to maintain an allowance
of approximately 10% of the deferred straight-line rents
receivable balance for future tenant credit losses .

Real Estate

Land, buildings, property improvements, furniture/
fixtures and tenant improvements are recorded at cost .
Expenditures for maintenance and repairs are charged to
operations as incurred . Renovations and/or replacements,
which improve or extend the life of the asset, are capitalized
and depreciated over their estimated useful lives .

Urstadt Biddle ProPerties inc.management’s discussion and analysis oF Financial condition and results oF oPerations

The amounts to be capitalized as a result of an
acquisition and the periods over which the assets are
depreciated or amortized are determined based on
estimates as to fair value and the allocation of various
costs to the individual assets . The Company allocates the
cost of an acquisition based upon the estimated fair value
of the net assets acquired . The Company also estimates
the fair value of intangibles related to its acquisitions .
The valuation of the fair value of intangibles involves
estimates related to market conditions, probability of
lease renewals and the current market value of in-place
leases . This market value is determined by considering
factors such as the tenant’s industry, location within the
property and competition in the specific region in which
the property operates . Differences in the amount attributed
to the intangible assets can be significant based upon the
assumptions made in calculating these estimates .
The Company is required to make subjective
assessments as to the useful life of its properties for
purposes of determining the amount of depreciation .
These assessments have a direct impact on the Company’s
net income .

Properties are depreciated using the straight-line
method over the estimated useful lives of the assets . The
estimated useful lives are as follows:

Buildings
Property Improvements
Furniture/Fixtures
Tenant Improvements

30-40 years
10-20 years
3-10 years
Shorter of lease term
or their useful life

Asset Impairment

On a periodic basis, management assesses whether

there are any indicators that the value of the real
estate properties may be impaired . A property value is
considered impaired when management’s estimate of
current and projected operating cash flows (undiscounted
and without interest) of the property over its remaining
useful life is less than the net carrying value of the
property . Such cash flow projections consider factors
such as expected future operating income, trends and
prospects, as well as the effects of demand, competition
and other factors . To the extent impairment has occurred,
the loss is measured as the excess of the net carrying
amount of the property over the fair value of the asset .
Changes in estimated future cash flows due to changes in
the Company’s plans or market and economic conditions
could result in recognition of impairment losses which
could be substantial . Management does not believe that
the value of any of its rental properties is impaired at
October 31, 2012 .

liquidity and caPital resources

In October 2012, the Company completed two equity

offerings and raised approximately $173 million in
capital . Through October 31, 2012 and in the subsequent
period to the date of this report the Company has used
approximately $16 .3 million to repay outstanding variable
rate and fixed rate mortgage debt that matured and
used approximately $81 million in connection with the
repurchase of a portion of the Company’s Series C Senior
Cumulative Preferred Stock and the redemption of all
of its outstanding Series E Senior Cumulative Preferred
Stock . In addition, the Company is planning on redeeming
the remaining Series C Cumulative Preferred Stock
when it is able to in May of 2013 . Subsequent to year end
the Company used approximately $24 .7 million and is
committed to use an additional $34 million in proceeds
from the aforementioned stock offerings to purchase
income producing commercial real estate . See note 16,
included in the Company’s financial statements in this
report for more information .

At October 31, 2012, the Company had unrestricted
cash and cash equivalents of $78 .1 million compared to
$4 .5 million at October 31, 2011 . The Company’s sources
of liquidity and capital resources include its cash and
cash equivalents, proceeds from bank borrowings and
long-term mortgage debt, capital financings and sales
of real estate investments . Payments of expenses related
to real estate operations, debt service, management
and professional fees, and dividend requirements place
demands on the Company’s short-term liquidity .

The Company maintains a very conservative capital

structure with low leverage levels by commercial real
estate standards . As a result of this low leverage level,
the Company has been able to avoid the balance sheet
recapitalizations that many other commercial real estate
companies have had to undertake during the recent
down-turn in the economy . The Company maintains a
ratio of total debt to total assets below 30% and a very
strong fixed charge coverage ratio of over 2 .2 to 1, which
we believe will allow the Company to obtain additional
secured mortgage borrowings if necessary . The Company
has $3 .2 million of fixed rate debt coming due in fiscal
2013, which it plans to repay with available cash or
borrowings on its lines of credit . At October 31, 2012,
the Company had loan availability of $68 .4 million on
its unsecured revolving line of credit . In addition, $11 .6
million in borrowings on the Company’s unsecured
revolving credit facility were loaned to the Company’s
Midway unconsolidated joint venture investment .
This loan was repaid in January 2013 when Midway
completed the refinancing of its first mortgage . The
Company then repaid the aforementioned $11 .6 million
borrowing on its unsecured line of credit, leaving a full
undrawn balance of $80 million available to the Company
as of the date of this report .

The Company is currently experiencing a reduction
of rental revenues at some of the Company’s properties
because of tenant vacancies . Until these vacancies are re-
leased and new tenants begin to pay rent, the Company’s
cash flow will continue to be negatively affected . Currently
the Company is paying approximately 90% of its funds
from operations (excluding preferred stock redemption
charges) out to shareholders in the form of common stock
dividends . Although the Company does not anticipate
having to reduce its dividend on common stock, and has
no plans to do so, a further significant decline in rental
revenue, without a corresponding reduction in expenses,
could lead the Company to conclude that it should reduce
its common stock dividend until the dividend payout ratio
returns to more conservative levels .

Cash Flows

The Company expects to meet its short-term liquidity
requirements primarily by generating net cash from the
operations of its properties . The Company believes that its
net cash provided by operations will be sufficient to fund
its short-term liquidity requirements for fiscal 2013 and
to meet its dividend requirements necessary to maintain
its REIT status . In fiscal 2012, 2011 and 2010, net cash flow
provided by operations amounted to $52 .5 million, $46 .5
million and $45 .2 million, respectively . Cash dividends
paid on common and preferred shares increased to $42 .6
million in fiscal 2012 compared to $41 .3 million in fiscal
2011 and $38 .9 million in fiscal 2010 .

The Company expects to continue paying regular
dividends to its stockholders . These dividends will be
paid from operating cash flows which are expected to
increase due to property acquisitions and growth in
operating income in the existing portfolio and from other
sources . The Company derives substantially all of its
revenues from rents under existing leases at its properties .
The Company’s operating cash flow therefore depends
on the rents that it is able to charge to its tenants, and
the ability of its tenants to make rental payments . The
Company believes that the nature of the properties in
which it typically invests, primarily grocery-anchored
neighborhood and community shopping centers, provides
a more stable revenue flow in uncertain economic times,
in that consumers still need to purchase basic staples
and convenience items . However, even in the geographic
areas in which the Company owns properties, general
economic downturns may adversely impact the ability of
the Company’s tenants to make lease payments and the
Company’s ability to re-lease space as leases expire . In
either of these cases, the Company’s cash flow could be
adversely affected . Over the last several years, the entire
retail commercial real estate industry has seen increased
competition from Internet commerce, which has made
it more difficult for certain types of “brick and mortar”
businesses to compete, the result of which has been to
reduce the tenant pool for retail commercial real estate

owners like us . The Company is aware of this threat and
at this point does not believe it is material, but continues
to monitor it . If Internet commerce continues to erode
the need for traditional retail stores it could make it more
difficult for the Company to lease available space and the
Company’s future cash flow could be adversely affected .

Net Cash Flows from:

Operating Activities

Net cash flows provided by operating activities
amounted to $52 .5 million in fiscal 2012, compared
to $46 .5 million in fiscal 2011, and $45 .2 million in fiscal
2010 . The changes in operating cash flows were primarily
the result of:

Increase from fiscal 2011 to fiscal 2012:

The addition of the net operating results of the

Company’s acquired properties in fiscal 2011 and fiscal
2012 and the collection of tenant receivables related
to common area maintenance and real estate tax
reimbursements by tenants .

Increase from fiscal 2010 to fiscal 2011:

The addition of the net operating results of the
Company’s acquired properties in fiscal 2010 and
fiscal 2011 .

Investing Activities

Net cash flows used in investing activities was $10 .8
million in fiscal 2012, $42 .4 million in fiscal 2011 and $51 .2
million in fiscal 2010 . The change in investing cash flows
was primarily the result of:

Decrease in cash used from fiscal 2011 to fiscal 2012:

The Company acquiring only two properties requiring

$5 .4 million in equity in fiscal 2012 versus acquisitions
requiring $33 .7 million in equity (including the purchase
of noncontrolling interests) in fiscal 2011 .

Decrease in cash used from fiscal 2010 to fiscal 2011:

The Company acquiring only $33 .7 million in properties

(including the purchase of noncontrolling interests)
in fiscal 2011 versus $46 .2 million (four properties) in
properties in fiscal 2010, offset by the Company incurring
$3 .4 million more in improvements and deferred charges
related to its properties in fiscal 2011 when compared
with 2010 .

The Company also invests in its properties and
regularly pays for capital expenditures for property
improvements, tenant costs and leasing commissions .

Financing Activities

Net cash flows provided by financing activities

amounted to $31 .8 million in fiscal 2012 as compared with

Urstadt Biddle ProPerties inc.management’s discussion and analysis oF Financial condition and results oF oPerations

net cash used in financing activities in the amount of $15 .3
million in fiscal 2011 and net cash provided by financing
activities of $11 .4 million in fiscal 2010 . The change in net
cash provided (used) by financing activities was primarily
attributable to:

Cash generated:

Fiscal 2012: (Total $259.1 million)

• Proceeds from revolving credit line borrowings for

property acquisitions in the amount of $58 .0 million .

• Proceeds from mortgaging a previously

unencumbered property in amount of $28 .0 million .
• Proceeds from the sale of 2.5 million shares of Class A

Common stock in a follow-on public offering .

• Proceeds from the sale of 5.175 million shares of a

new Series of Redeemable Preferred Stock (Series F)
in a public offering .

Fiscal 2011: (Total $32.5 million)

• Proceeds from revolving credit line borrowings for

property acquisitions in the amount of $30 .3 million .

Fiscal 2010: (Total $90.0 million)

• Proceeds from Class A Common stock offering of

$46 .0 million .

• Proceeds from revolving credit line borrowings for

property acquisitions in the amount of $44 .0 million .

Cash used:

Fiscal 2012: (Total $227.2 million)

• Dividends to shareholders in the amount of

$42 .6 million .

• Repayment of mortgage notes payable in the

amount of $15 .0 million .

• Repayment of revolving credit line borrowings

in the amount of $88 .3 million .

• Repurchase of shares of the Company’s Series C and
redemption of all of the Series E Senior Cumulative
Preferred Stock in the combined amount of
$81 million .

Fiscal 2011: (Total $47.9 million)

• Dividends to shareholders in the amount of

$41 .3 million .

• Repayment of mortgage notes payable in the

amount of $6 .6 million .

Fiscal 2010: (Total $78.7 million)

• Dividends to shareholders in the amount of

$38 .9 million .

• Repayment of revolving credit line borrowings

in the amount of $32 .4 million .

• Repayment of mortgage notes payable in the

amount of $7 .4 million .

Capital Resources

The Company expects to fund its long-term liquidity
requirements such as property acquisitions, repayment of
indebtedness and capital expenditures through other long-
term indebtedness (including indebtedness assumed in
acquisitions), proceeds from sales of properties and/or the
issuance of equity securities . The Company believes that
these sources of capital will continue to be available to it
in the future to fund its long-term capital needs; however,
there are certain factors that may have a material adverse
effect on its access to capital sources . The Company’s
ability to incur additional debt is dependent upon its
existing leverage, the value of its unencumbered assets
and borrowing limitations imposed by existing lenders .
The Company’s ability to raise funds through sales of
equity securities is dependent on, among other things,
general market conditions for REITs, market perceptions
about the Company and its stock price in the market . The
Company’s ability to sell properties in the future to raise
cash will be dependent upon market conditions at the time
of sale .

Financings and Debt

In October 2012, the Company sold 2,500,000 shares
of Class A Common Stock in an underwritten follow-on
common stock offering that raised net proceeds of
$47 .5 million and sold 5,175,000 shares of a new series of
7 .125% Redeemable Preferred Stock (Series F) and raised
additional proceeds of $125 million . The Company used
$16 .3 million of the proceeds from the stock offerings
to repay variable rate debt it had drawn for property
acquisitions in fiscal 2012 and repaid a mortgage secured
by one of the Company’s properties when it matured . In
addition, the Company used approximately $81 .3 million
in connection with the repurchase of a portion of its
Series C Senior Cumulative Preferred Stock and the
redemption of all of the outstanding shares of the
Series E Senior Cumulative Preferred Stock .

In September of fiscal 2012, the Company entered into a
new $80 million Unsecured Revolving Credit Facility (the
“Facility”) with a syndicate of four banks led by The Bank
of New York Mellon, as administrative agent . The syndicate
also includes Wells Fargo Bank N .A . (syndication agent),
Bank of Montreal and Regions Bank (co-documentation
agents) . This new unsecured revolving credit facility
replaced the Company’s existing $50 million Unsecured
Revolving Credit Agreement which was scheduled to
mature in February of 2013 . The new Facility gives the
Company the option, under certain conditions, to increase
the Facility’s borrowing capacity up to $125 million . The
maturity date of the Facility is September 21, 2016 with a
one-year extension at the Company’s option . Borrowings
under the Facility can be used for, among other things,
acquisitions, working capital, capital expenditures, and
repayment of other indebtedness and the issuance of letters

of credit (up to $10 million) . Borrowings will bear interest
at the Company’s option of Eurodollar rate plus 1 .5% to
2 .0% or The Bank of New York Mellon’s prime lending
rate plus 0 .50% based on consolidated indebtedness, as
defined . The Company will pay an annual fee on the
unused commitment amount of up to 0 .25% to 0 .35%
based on outstanding borrowings during the year . The
Facility contains certain representations, financial and other
covenants typical for this type of facility . The Company’s
ability to borrow under the Facility is subject to its
compliance with the covenants and other restrictions on an
ongoing basis . The principal financial covenants limit the
Company’s level of secured and unsecured indebtedness
and additionally require the Company to maintain certain
debt coverage ratios . The Company was in compliance
with such covenants at October 31, 2012 . In conjunction
with the execution of the new Facility the Company
terminated its existing $30 million secured revolving
credit facility with The Bank of New York Mellon .

In October 2012, the Company repaid its first mortgage

payable secured by its New Milford property in the
amount of $8 .3 million .

In March 2012, the Company assumed a first mortgage
payable in the amount of $7 .4 million in conjunction with
its investment in UB Orangeburg, LLC (“Orangeburg”) .
Subsequent to the assumption, Orangeburg extended the
loan with the current lender for an additional five years at
an interest rate of 2 .78% . The loan now matures in October
2017 . The operating agreement for Orangeburg requires
that the loan be refinanced and not repaid at maturity .

In February 2012, the Company borrowed $28 million

by placing a non-recourse first mortgage on one of its
unencumbered properties . The loan is for a term of ten

years and will require payments of principal and interest
based on a thirty-year amortization schedule at the fixed
interest rate of 4 .85% . The proceeds of the loan were used
to repay approximately $28 million in borrowing on the
Company’s Facility .

In December 2011 (fiscal 2012), the Company, through

a wholly owned subsidiary, assumed a first mortgage
payable secured by Eastchester Plaza with an estimated
fair value of approximately of $3 .6 million . The mortgage
matured in April 2012 and was repaid .

In fiscal 2011, the Company borrowed a total of $25 .5
million on its Facility to fund its equity in two property
acquisitions, its additional investment in UB Ironbound,
L .P ., and capital and tenant improvements relating to
some of its properties .

In fiscal 2011, the Company borrowed $800,000 on
the Facility to fund an additional debt investment in the
Midway Shopping Center L .P ., which the partnership
used to fund tenant improvements .

In fiscal 2011, the Company, through a wholly owned

subsidiary, assumed a first mortgage payable with an
estimated fair value of approximately $5 .0 million in
conjunction with its purchase of the Fairfield Plaza
Shopping Center . The mortgage requires payments of
principal and interest at a fixed rate of interest of 5 .0%
with a maturity of August 2015 .

In fiscal 2011, the Company repaid, at maturity, its
first mortgage payable secured by its Carmel, New York
property in the amount of $4 .0 million .

During fiscal 2011, a wholly owned subsidiary of the

Company completed the installation of a solar power
system (the “Emerson System”) at the Company’s Emerson
Shopping Center in Emerson, New Jersey at a total cost
of approximately $1 .2 million . The subsidiary of the
Company financed a portion of the project with a loan in
the amount of $819,000 from PSE&G, through PSE&G’s
“Solar Loan Program II” . The loan requires monthly
payments of principal and interest at 11 .3% per annum
through its maturity date of May 31, 2026 . The subsidiary
of the Company has the option of repaying all or part of
the PSE&G loan, including interest, with SREC’s that are
expected to be generated by the Emerson System . Most of
the remaining cost of the Emerson System was funded by
a renewable energy grant from the federal government .
During fiscal 2011, a wholly owned subsidiary of the

Company completed the installation of a solar power
system (the “Valley Ridge System”) at the Company’s
Valley Ridge Shopping Center in Wayne, New Jersey at
a total cost of approximately $1 .1 million . In conjunction
with the solar installation the subsidiary of the Company
financed a portion of the project with a loan in the amount
of $726,000 from PSE&G, through PSE&G’s “Solar Loan
Program I” . The loan requires monthly payments of
principal and interest at 11 .11% per annum through its
maturity date of January 31, 2026 . The subsidiary of the

Urstadt Biddle ProPerties inc.management’s discussion and analysis oF Financial condition and results oF oPerations

Company has the option of repaying all or part of the
PSE&G loan, including interest, with SREC’s that are
expected to be generated by the Valley Ridge System .
Most of the remaining cost of the Valley Ridge System
was funded by a renewable energy grant from the
federal government .

During fiscal 2010, the Company sold 2,500,000 shares
of Class A Common Stock in an underwritten follow-on
common stock offering that raised net proceeds of $45 .1
million . The Company used a portion of the proceeds
from the sale of the Class A Common Stock to repay
variable rate debt it had drawn for property acquisitions
in fiscal 2010 .

In fiscal 2010, The Company repaid a mortgage
payable secured by its Somers property in the amount
of $5 .2 million .

In fiscal 2010, the Company assumed a first mortgage

payable with an estimated fair value of approximately
$9 .2 million in conjunction with its purchase of the New
Milford Plaza Shopping Center . The mortgage was repaid
in October of 2012 .

During fiscal 2010 the Company borrowed $44 .0
million on its Facility to fund its equity in two property
acquisitions and two investments in real estate joint
ventures accounted for under the equity method of
accounting . In September 2010, the Company repaid $32 .4
million of those borrowings with proceeds from its sale of
Class A common stock .

During 2010, the Company entered into to a derivative

financial instrument contract with BNY Mellon as the
counterparty . The terms of that contract allowed the
Company to “swap” a variable interest rate of Eurodollar
plus 0 .85% per annum for a total fixed rate of interest of
2 .07% per annum on a notional amount of $11 .6 million .
The swap expired on January 1, 2013 .

The Company is exposed to interest rate risk primarily
through its borrowing activities . There is inherent rollover
risk for borrowings as they mature and are renewed
at current market rates . The extent of this risk is not
quantifiable or predictable because of the variability of
future interest rates and the Company’s future financing
requirements . Mortgage notes payable and other loans in
the amount of $143 .2 million consist of fixed rate mortgage
loan indebtedness with a weighted average interest rate of
5 .6% at October 31, 2012 . The mortgage loans are secured
by 12 properties with a net book value of $220 million and
have fixed rates of interest ranging from 2 .8% to 11 .3% .
The Company made principal payments of $15 .0 million
(including the repayment of $11 .8 million in mortgages
that matured) in fiscal 2012 compared to $6 .6 million
(including the repayment of $4 .0 million in mortgages
that matured) in fiscal 2011 and $7 .4 million (including
the repayment of $5 .2 million in mortgages that matured)
in fiscal 2010 . The Company may refinance its mortgage

loans, at or prior to scheduled maturity, through
replacement mortgage loans . The ability to do so,
however, is dependent upon various factors, including
the income level of the properties, interest rates and
credit conditions within the commercial real estate
market . Accordingly, there can be no assurance that
such refinancings can be achieved .

Contractual Obligations

The Company’s contractual payment obligations as of
October 31, 2012 were as follows (amounts in thousands):

Payments Due by Period

Total

2013

2014

2015

2016

2017

There-
after

$143,236

$6,091

$2,987

$7,607

$3,207

$52,763

$70,581

11,600

—

1,764

1,741

—

— 11,600

—

$156,600

$7,832

$2,987

$7,630

$3,207

$64,363

$70,581

Mortgage
notes
payable

Revolving
Credit Lines

Tenant
obligations*

Total
Contractual
Obligations

* Committed tenant-related obligations based on executed leases as of
October 31, 2012 .

The Company has various standing or renewable
service contracts with vendors related to its property
management . In addition, the Company also has certain
other utility contracts entered into in the ordinary course
of business which may extend beyond one year, which
vary based on usage . These contracts include terms
that provide for cancellation with insignificant or no
cancellation penalties . Contract terms are generally one
year or less .

Off-Balance Sheet Arrangements

The Company has three off-balance sheet investments

in real estate properties including its 66 .7% equity
interest in the Putnam Plaza shopping center, its 11 .642%
equity investment in the Midway Shopping Center L .P .,
and its 20% economic interest in a partnership that
owns a primarily retail real estate investment . These
unconsolidated joint ventures are accounted for under
the equity method of accounting as we have the ability to
exercise significant influence, but not control the operating
and financial decisions of these investments . Our off-
balance sheet arrangements are more fully discussed in
Note 10, “Investments in and Advances to Unconsolidated
Joint Ventures,” included in the Company’s financial
statements in this report .

Capital Expenditures

The Company invests in its existing properties and

regularly incurs capital expenditures in the ordinary
course of business to maintain its properties . The
Company believes that such expenditures enhance the
competitiveness of its properties . In fiscal 2012, the
Company paid approximately $6 .5 million for property
improvements, tenant improvement and leasing
commission costs . The amounts of these expenditures
can vary significantly depending on tenant negotiations,
market conditions and rental rates . The Company
expects to incur approximately $1 .8 million for anticipated
capital and tenant improvements and leasing costs in
fiscal 2013 . These expenditures are expected to be funded
from operating cash flows or bank borrowings .

Acquisitions and Significant Property Transactions

The Company seeks to acquire properties which are
primarily shopping centers located in the northeastern
part of the United States with a concentration in Fairfield
County, Connecticut, Westchester and Putnam Counties,
New York and Bergen County, New Jersey .

In March 2012, the Company acquired an approximate

In December 2011, a subsidiary of the Company

In October 2011, a wholly owned subsidiary of the

Company purchased an additional 82,081 limited
partnership units (of the 224,257 outstanding limited
partnership units prior to the purchase) or 9 .23% of the total
outstanding partnership units of the limited partnership
that owns the Ferry Plaza property . As a result of the
purchase, the Company or wholly owned subsidiaries
of the Company now owns 84 .02% of the Partnership .
In October 2011, the Company, through a wholly
owned subsidiary, completed the purchase of the 63,000
square foot Fairfield Centre Shopping Center, in Fairfield,
Connecticut for a purchase price of $17 .0 million . The
Company financed its net investment in the property
with available cash and a borrowing on its Facility .

In April 2011, the Company, through a wholly owned
subsidiary, completed the purchase of the 72,000 square
foot Fairfield Plaza Shopping Center, in New Milford,
Connecticut for a purchase price of $10 .8 million, subject
to an existing first mortgage secured by the property at
its estimated fair value of approximately $5 .0 million .
The Company financed its net investment in the property
with available cash and a borrowing on its Facility .

In December 2010 and January 2011, the Company and
a wholly owned subsidiary purchased the remaining 10%
limited partner interests in the limited partnership that
owns the Stamford property for $7 .4 million . As a result of
this transaction, the Company now has a 100% ownership
interest in the property .

In December 2010, the Company reached a lease

termination settlement (“Settlement”) with a former tenant
in its Meriden shopping center in Meriden, Connecticut .
In accordance with the Settlement agreement, the prior
tenant was released from all its obligations under the
aforementioned lease in exchange for a settlement
payment to the Company . The Settlement agreement
provides that the former tenant will pay the Company
$3 .3 million in 41 equal monthly payments of $80,000 and
one final monthly payment of $20,000 without interest
beginning on January 1, 2011 . The Company has recorded
the lease termination in the consolidated statement of
income for the fiscal year ended October 31, 2011 in
the amount of $2,988,000, which amount represents the
present value of the 42 payments due to the Company
under the Settlement agreement at a discount rate of

Urstadt Biddle ProPerties inc.management’s discussion and analysis oF Financial condition and results oF oPerations

5 .75% per annum . The Company will record the remaining
$312,000 as interest income over the remaining payment
term though June 1, 2014 in accordance with the effective
yield method .

In April 2010, the Company, through a wholly owned

subsidiary, acquired three buildings containing 28,000
square feet of retail and office space in Katonah, New
York for a cash purchase price of $8 .5 million .

In May 2010, the Company, through a wholly owned
subsidiary, completed the purchase of the New Milford
Plaza Shopping Center in New Milford, Connecticut for
a purchase price of $22 .3 million, subject to an existing
first mortgage secured by the property at its estimated
fair value of approximately $9 .2 million . The Company
financed its investment in the property with available
cash and a $13 .2 million borrowing on its Facility .

In April 2010, the Company, through a wholly owned

subsidiary, acquired a 66 .7% undivided equity interest
in the Putnam Plaza Shopping Center in Carmel, New
York for a net investment of $6 .5 million including closing
costs . The remaining undivided interest in the property
is owned by an unaffiliated investor . Simultaneously to
the acquisition, a $21 million non-recourse first mortgage
payable was placed on the property . In 2012 the existing
mortgage was refinanced and the interest rate was lowered
from 6 .2% to 4 .17% . The loan requires payments of
principal and interest based on a twenty-seven and one-
half year amortization schedule . The Company accounts
for its investment in the Putnam Plaza joint venture
under the equity method of accounting since it exercises
significant influence, but does not control the venture .

In June 2010, the Company, through a wholly owned

subsidiary, purchased an equity interest in Midway
Shopping Center L .P . (“Midway”), which owns a 247,000
square foot shopping center in Westchester County, New
York . The Company currently owns 11 .642% of Midway .
The Company 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 will amortize the difference over
the estimated useful life of 39 years . Midway recently
refinanced its existing first mortgage payable with a new
lender . The new mortgage has a balance of $32 million, a
15-year term and requires monthly payments of principal
and interest based on a 25-year amortization schedule at
the fixed rate of 4 .80% .

non-core ProPerties

In a prior year, the Company’s Board of Directors
expanded and refined the strategic objectives of the
Company to refocus its real estate portfolio into one of
self-managed retail properties located in the northeast

and authorized the sale of the Company’s non-core
properties in the normal course of business over a period
of several years . At October 31, 2012, the Company’s non-
core properties consist of two distribution service facilities
(both of which are located outside of the northeast region
of the United States) . Currently the properties are used
as parts distribution facilities for the parts and service
division of Chrysler Group, LLC .

The Company intends to sell these remaining non-
core properties as opportunities become available . The
Company’s ability to generate cash from asset sales is
dependent upon market conditions and will be limited
if market conditions make such sales unattractive .
There were no sales of non-core properties in fiscal 2012,
2011 and fiscal 2010 . At October 31, 2012, the two
remaining non-core properties have a net book value
of approximately $553,000 .

Funds From oPerations

The Company considers Funds from Operations
(“FFO”) to be an additional measure of an equity REIT’s
operating performance . The Company reports FFO
in addition to its net income applicable to common
stockholders and net cash provided by operating activities .
Management has adopted the definition suggested by
The National Association of Real Estate Investment
Trusts (“NAREIT”) and defines FFO to mean net income
(computed in accordance with GAAP) excluding gains
or losses from sales of property, plus real estate-related
depreciation and amortization and after adjustments for
unconsolidated joint ventures .

Management considers FFO a meaningful, additional
measure of operating performance because it primarily
excludes the assumption that the value of its real estate
assets diminishes predictably over time and industry
analysts have accepted it as a performance measure .
FFO is presented to assist investors in analyzing the
performance of the Company . It is helpful as it excludes
various items included in net income that are not
indicative of the Company’s operating performance,
such as gains (or losses) from sales of property and
depreciation and amortization .

However, FFO:

• does not represent cash flows from operating activities

in accordance with GAAP (which, unlike FFO,
generally reflects all cash effects of transactions and
other events in the determination of net income); and
• should not be considered an alternative to net income

as an indication of the Company’s performance .

FFO as defined by us may not be comparable to
similarly titled items reported by other real estate
investment trusts due to possible differences in the
application of the NAREIT definition used by such REITs .
The table below provides a reconciliation of net income
applicable to Common and Class A Common Stockholders
in accordance with GAAP to FFO for each of the three
years in the period ended October 31, 2012 (amounts
in thousands):

Year Ended October 31,

2012

2011

2010

Net Income Applicable to Common
and Class A Common Stockholders

$ 12,966 $ 18,549

$ 14,448

Real property depreciation
Amortization of tenant

improvements and allowances
Amortization of deferred leasing

costs

Depreciation and amortization on
unconsolidated joint ventures

Loss on sale of asset

13,277

12,258

11,689

2,906

2,450

2,810

479

911
88

541

655
—

523

283
300

Funds from Operations Applicable
to Common and Class A Common
Stockholders

Net Cash Provided by (Used in):

Operating Activities
Investing Activities
Financing Activities

$ 30,627 $ 34,453

$ 30,053

$ 52,504 $ 46,548
$ 45,156
$(10,778) $(42,351) $(51,179)
$ 31,837
$(15,343) $ 11,358

FFO amounted to $30 .63 million in fiscal 2012 compared

to $34 .45 million in fiscal 2011 and $30 .05 million in
fiscal 2010 .

The net decrease in FFO in fiscal 2012, when compared

with fiscal 2011 is predominantly attributable, among
other things, to: a) the Company recording a one-time
$2 .99 million lease termination income relating to one
tenant in the Company’s Meriden, CT shopping center
in fiscal 2011; b) the Company incurring preferred stock
redemption charges in fiscal 2012 of $2 .0 million; offset
by c) an increase from the net operating income relating
to property acquisitions in fiscal 2011 and 2012 and d) an
increase in net operating income provided by normal base
rent increases for leases in the Company’s portfolio .

The net increase in FFO in fiscal 2011, when compared

with fiscal 2010 is predominantly attributable, among
other things, to: a) an increase from the net operating
income relating to property acquisitions and investments
in unconsolidated joint ventures in fiscal 2010 and fiscal
2011; b) an increase in net operating income provided by
new leasing at several properties in the latter part of fiscal
2010 and in fiscal 2011; c) $2 .99 million in lease termination
income relating to one tenant in the Company’s Meriden,
CT shopping center; offset by d) new vacancies at several
tenant spaces in the portfolio during the latter part of fiscal
2010 and fiscal 2011; and e) an increase in restricted stock
amortization expense in fiscal 2011 when compared with
fiscal 2010 .

results oF oPerations

Fiscal 2012 vs. Fiscal 2011

The following information summarizes the Company’s results of operations for the years ended October 31, 2012 and

2011 (amounts in thousands):

Year Ended October 31,

2012

2011

Increase
(Decrease)

%
Change

Change Attributable to:
Property
Acquisitions

Properties Held
In Both Periods

Revenues
Base rents
Recoveries from tenants
Mortgage interest and other

Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative

Non-Operating Income/Expense
Interest expense
Interest, dividends, and other

investment income

$68,443
20,603
2,160

14,203
15,114
16,721
7,545

9,148

892

$64,249
21,552
2,014

$4,194
(949)
146

14,750
14,522
15,292
7,521

7,865

851

(547)
592
1,429
24

1,283

6 .5%
(4 .4)%
7 .2%

(3 .7)%
4 .1%
9 .3%
0 .3%

16 .3%

4 .8%

$3,146
778
3

592
627
861
n/a

291

n/a

$ 1,048
(1,727)
143

(1,139)
(35)
568
n/a

992

n/a

Urstadt Biddle ProPerties inc.management’s discussion and analysis oF Financial condition and results oF oPerations

Revenues:

Base rents increased by 6 .5% to $68 .4 million in fiscal
2012 as compared with $64 .2 million in the comparable
period of 2011 . The increase in base rents and the changes
in other income statement line items were attributable to:

Property Acquisitions:

In fiscal 2011 and 2012, the Company purchased three
properties and formed a joint venture that it consolidates
totaling approximately 231,500 square feet of GLA . These
properties accounted for all of the revenue and expense
changes attributable to property acquisitions during fiscal
year ended October 31, 2012 .

Properties Held in Both Periods:

The net increase in base rents for properties held during

the fiscal year ended October 31, 2012 compared to the
same periods in fiscal 2011 was a result of increases in
rental rates on in-place leases and new leases entered into
in the last quarter of fiscal 2011 and fiscal 2012 . In addition,
the positive variance in base rents for the year ended
October 31, 2012 when compared to fiscal 2011 was further
increased as a result of an increase in straight-line rents in
the amount of $202,000 and a decrease in bad debt expense
in the amount of $344,000, both of which are included
in base rent income on the consolidated statement of
income . In fiscal 2012, the Company leased or renewed
approximately 661,000 square feet (or approximately
14 .92% of total consolidated property leasable area) . At
October 31, 2012, the Company’s core properties were
89% leased, a decrease of 1 .2% from the end of fiscal 2011 .

For the year ended October 31, 2012 recoveries
from tenants for properties owned in both periods

(which represent reimbursements from tenants for
operating expenses and property taxes) decreased by a
net $1,727,000 . This net decrease was a result of lower
operating expenses at properties held in both periods and
some credits negotiated with tenants at some properties in
settlements of prior period billing disputes .

Expenses:

Property operating expenses for properties held in
both periods decreased by $1,139,000 in fiscal 2012 when
compared with the same period of fiscal 2011 caused by
a reduction of snow removal costs of $1,527,000 . This
decrease was offset by an increase in parking lot, building
roof and building repair costs .

Real estate taxes for properties held in both periods
were relatively unchanged in fiscal 2012 when compared
with the prior year .

Interest expense for properties held in both fiscal
2012 and 2011 increased by $992,000 when compared
with the prior year; this increase was a result of the
Company placing a $28 million mortgage on a formerly
unencumbered property in February 2012 and assumption
of two mortgages relating to property acquisitions in
fiscal 2012 .

Depreciation and amortization expense from properties

held in both periods increased by $568,000 . The increase
was predominantly the result of depreciation relating to
property acquisitions in the later part of fiscal 2011 and
fiscal 2012 and tenant improvements completed in fiscal
2012 and an increase in tenant improvement costs written
off for tenants that vacated the portfolio in fiscal 2012 .

General and administrative expenses were relatively

unchanged .

Fiscal 2011 vs. Fiscal 2010

The following information summarizes the Company’s results of operations for the years ended October 31, 2011

and 2010 (amounts in thousands):

Year Ended October 31,

Change Attributable to:

2011

$64,249
21,552
2,014

14,750
14,522
15,292
7,521

7,865

851

2010

$63,419
20,074
1,023

13,626
13,682
15,066
6,873

7,585

396

Increase
(Decrease)

%
Change

Property
Acquisitions

Properties Held
In Both Periods

$ 830
1,478
991

1,124
840
226
648

280

455

1 .3%
7 .4%
96 .9%

8 .3%
6 .1%
1 .5%
9 .4%

3 .7%

114 .9%

$1,853
553
26

441
346
444
n/a

360

n/a

$(1,023)
925
965

683
494
(218)
n/a

(80)

n/a

Revenues
Base rents
Recoveries from tenants
Mortgage interest and other

Operating Expenses
Property operating
Property taxes
Depreciation and amortization
General and administrative

Non-Operating Income/Expense
Interest expense
Interest, dividends, and other

investment income

Revenues:

Base rents increased by 1 .3% to $64 .2 million in fiscal
2011 as compared with $63 .4 million in the comparable
period of 2010 . The increase in base rents and the changes
in other income statement line items were attributable to:

Property Acquisitions:

In fiscal 2011, the Company purchased one property
totaling approximately 72,000 square feet of GLA . This
property accounted for all of the revenue and expense
changes attributable to property acquisitions during the
fiscal year ended 2011 . The remaining property acquired
by the Company in fiscal 2011 was purchased on the last
day of the fiscal year and did not provide any material
revenue or expenses of the Company in fiscal 2011 .

Properties Held in Both Periods:

The net decrease in base rents for properties held during

fiscal 2011 compared to the same period in fiscal 2010 was
a result of an increase in rental rates for in-place leases
for existing tenants over the periods, additional base
rent revenue for newly leased spaces in fiscal 2011 and
2010 that were vacant in parts of fiscal 2010; offset by an
increase in vacancies occurring in fiscal 2011 at several of
the Company’s core properties which resulted in a loss in
base rental revenue for fiscal 2011 when compared with
the corresponding period of fiscal 2010 . During fiscal 2011,
the Company leased or renewed leases on approximately
424,000 square feet (or approximately 9 .8% of total
consolidated property leasable area) . At October 31, 2011,
the Company’s core properties were 90 .5% leased . Overall
core property occupancy was relatively unchanged from
the end of fiscal 2010 and was 89 .8% at October 31, 2011 .
Recoveries from tenants for properties owned in both
periods (which represents reimbursements from tenants
for operating expenses and property taxes) increased
by $925,000 compared to the same period in fiscal 2010 .
This increase was a result of an increase in expenses
for common area maintenance and real estate taxes in
properties held in both periods offset by a decrease in the
leased percentage at some of the Company’s properties
that reduced the rate at which the Company could bill
and accrue common area maintenance and real estate tax
revenue to its tenants under its leases .

Expenses:

Operating expenses for properties held in both periods
increased by $683,000 in fiscal 2011 when compared with
the same period of fiscal 2010 caused by an increase in
snow removal costs during the severe 2010/2011 winter in
our marketplace and by higher parking lot maintenance
and tenant collection costs .

Property taxes for properties held in both periods
increased by $494,000 during fiscal 2011 when compared
to the same period in fiscal 2010 as a result of increased
assessments and municipal tax rates on certain properties .

urstadt Biddle ProPerties inc.

Interest expense for properties held in both periods was

relatively unchanged when compared with fiscal 2010 .

Depreciation and amortization expense from properties

held in both periods decreased by $218,000 in fiscal 2011
compared to the corresponding period of fiscal 2010 as a
result of certain assets becoming fully depreciated in fiscal
2010 and fiscal 2011 .

General and administrative expenses increased
by $648,000 or 9 .4% in fiscal 2011 compared to the
corresponding periods in fiscal 2010, primarily due
to an increase in restricted stock compensation
amortization expense .

Assets Held for Sale and Discontinued Operations:

There were no properties classified as held for sale or
with reported discontinued operations in fiscal 2012 and
fiscal 2011 .

inFlation

The Company’s long-term leases contain provisions to

mitigate the adverse impact of inflation on its operating
results . Such provisions include clauses entitling the
Company to receive (a) scheduled base rent increases and
(b) percentage rents based upon tenants’ gross sales, which
generally increase as prices rise . In addition, many of the
Company’s non-anchor leases are for terms of less than
ten years, which permits the Company to seek increases
in rents upon renewal at then current market rates if rents
provided in the expiring leases are below then existing
market rates . Most of the Company’s leases require tenants
to pay a share of operating expenses, including common
area maintenance, real estate taxes, insurance and utilities,
thereby reducing the Company’s exposure to increases in
costs and operating expenses resulting from inflation .

environmental matters

Based upon management’s ongoing review of

its properties, management is not aware of any
environmental condition with respect to any of the
Company’s properties that would be reasonably likely
to have a material adverse effect on the Company . There
can be no assurance, however, that (a) the discovery
of environmental conditions, which were previously
unknown, (b) changes in law, (c) the conduct of tenants
or (d) activities relating to properties in the vicinity of the
Company’s properties, will not expose the Company to
material liability in the future . Changes in laws increasing
the potential liability for environmental conditions
existing on properties or increasing the restrictions on
discharges or other conditions may result in significant
unanticipated expenditures or may otherwise adversely
affect the operations of the Company’s tenants, which
could adversely affect the Company’s financial condition
and results of operations .

Urstadt Biddle ProPerties inc.management’s rePort on internal control over Financial rePorting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial

reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 . The
Company’s internal control over financial reporting is a process designed by, or under the supervision of, the Company’s
Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of Directors, management and
other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements in accordance with generally accepted accounting principles .

The Company’s internal control over financial reporting includes policies and procedures that: relate to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets
of the Company; provide reasonable assurance of the recording of all transactions necessary to permit the preparation of
the Company’s consolidated financial statements in accordance with generally accepted accounting principles and the
proper authorization of receipts and expenditures in accordance with authorization of the Company’s management and
directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements .
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements .

Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures
may deteriorate .

Management assessed the effectiveness of the Company’s internal control over financial reporting as of October 31,
2012 . In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (“COSO”) in Internal Control—Integrated Framework . Based on its assessment, management
determined that the Company’s internal control over financial reporting was effective as of October 31, 2012 . The
Company’s independent registered public accounting firm, PKF O’Connor Davies, a Division of O’Connor Davies, LLP,
has audited the effectiveness of the Company’s internal control over financial reporting, as indicated in their attestation
report which is included on the following page .

rePort oF indePendent registered PuBlic accounting Firm

The Board of Directors and Stockholders of Urstadt Biddle Properties Inc .

We have audited Urstadt Biddle Properties Inc .’s internal control over financial reporting as of October 31, 2012, based
on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the “COSO criteria”) . Urstadt Biddle Properties Inc .’s management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial
Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on
our audit .

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United

States) . Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects . Our audit included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such
other procedures as we considered necessary in the circumstances . We believe that our audit provides a reasonable basis
for our opinion .

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles . A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on
the financial statements .

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements .

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate .

In our opinion, Urstadt Biddle Properties Inc . maintained, in all material respects, effective internal control over

financial reporting as of October 31, 2012 based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Urstadt Biddle Properties Inc . as of October 31, 2012 and 2011, and the related
consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended
October 31, 2012 and our report dated January 10, 2013 expressed an unqualified opinion thereon .

New York, New York
January 10, 2013

PKF O’Connor Davies

A Division of O’Connor Davies, LLP

tax status

The following tables set forth the dividends declared per Common share and Class A Common share and tax status

for Federal income tax purposes of the dividends paid during the fiscal years ended October 31, 2012 and 2011:

Dividend
Payment Date
January 20, 2012
April 20, 2012
July 20, 2012
October 19, 2012

Dividend
Payment Date
January 21, 2011
April 15, 2011
July 15, 2011
October 21, 2011

Common Shares

Gross
Dividend
Paid Per
Share
$ .225
$ .225
$ .225
$ .225
$ .90

Ordinary
Income
$ .124
$ .124
$ .124
$ .124
$ .496

Non-
Taxable
Portion
$ .101
$ .101
$ .101
$ .101
$ .404

Class A Common Shares
Gross
Dividend
Paid Per
Share
$ .2475
$ .2475
$ .2475
$ .2475
$ .99

Ordinary
Income
$ .137
$ .137
$ .137
$ .137
$ .548

Non-
Taxable
Portion
$ .1105
$ .1105
$ .1105
$ .1105
$ .442

Common Shares

Class A Common Shares

Gross
Dividend
Paid Per
Share
$ .2225
$ .2225
$ .2225
$ .2225
$ .89

Ordinary
Income
$ .1655
$ .1655
$ .1655
$ .1655
$ .662

Non-
Taxable
Portion
$ .057
$ .057
$ .057
$ .057
$ .228

Gross
Dividend
Paid Per
Share
$ .245
$ .245
$ .245
$ .245
$ .98

Ordinary
Income
$ .182
$ .182
$ .182
$ .182
$ .728

Non-
Taxable
Portion
$ .063
$ .063
$ .063
$ .063
$ .252

The Company has paid quarterly dividends since it commenced operations as a real estate investment trust in 1969 .
During the fiscal year ended October 31, 2012, the Company made distributions to stockholders aggregating $0 .90 per
Common share and $0 .99 per Class A Common share . On December 12, 2012, the Company’s Board of Directors approved
the payment of a quarterly dividend payable January 18, 2013 to stockholders of record on January 4, 2013 . The quarterly
dividend rates were declared in the amounts of $0 .2250 per Common share and $0 .25 per Class A Common share .

market Price ranges

Shares of Common Stock and Class A Common Stock of the Company are traded on the New York Stock Exchange
under the symbols “UBP” and “UBA,” respectively . The following table sets forth the high and low closing sales prices
for the Company’s Common Stock and Class A Common Stock during the fiscal years ended October 31, 2012 and 2011
as reported on the New York Stock Exchange:

Common shares:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter

Class A Common shares:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter

Fiscal Year Ended
October 31, 2012
High
Low

Fiscal Year Ended
October 31, 2011
Low

High

$15.50
$17.76
$16.99
$17.79

$15.61
$18.44
$17.45
$18.88

$19.06
$19.90
$19.39
$19.81

$19.75
$20.15
$19.98
$20.78

$15 .64
$15 .18
$15 .90
$13 .71

$18 .40
$18 .12
$17 .46
$15 .31

$17 .25
$16 .99
$17 .87
$17 .12

$19 .97
$20 .05
$19 .56
$18 .23

quantitative and qualitative disclosures aBout market risk

The following table sets forth the Company’s long term debt obligations by principal cash payments and maturity
dates, weighted average fixed interest rates and estimated fair value at October 31, 2012 (amounts in thousands, except
weighted average interest rate):

For the years ended October 31,

2013

2014

2015

2016

2017

Thereafter

Total

Estimated
Fair Value

Mortgage notes payable

$6,091

$2,987

$7,607

$3,207

$52,763

$70,581

$143,236

$139,318

Weighted average interest rate for

debt maturing

6 .3%

n/a

5 .0%

n/a

5 .2%

6 .0%

At October 31, 2012, the Company had $11 .6 million in outstanding variable rate debt . This debt was repaid in January 2013 .

The Company believes that its weighted average fixed interest rate of 5 .6% on its debt is not materially different from

current market interest rates for debt instruments with similar risks and maturities .

We may enter into certain types of derivative financial instruments to reduce our exposure to interest rate risk . We use
interest rate swap agreements, for example, to convert some of our variable rate debt to a fixed-rate basis . As of October 31,
2012, we have one open derivative financial instrument . This interest rate swap expired in January 2013 and the debt that
the swap was hedging was repaid .

PerFormance graPh

The following graph compares, for the five-year period beginning October 31, 2007 and ended October 31, 2012, the
Company’s cumulative total return to holders of the Company’s Class A Common Shares and Common Shares with the
returns for the NAREIT All—REITs Total Return Index (a peer group index) published by the National Association of Real
Estate Investment Trusts (NAREIT) and for the S&P 500 Index for the same period .

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Urstadt Biddle Properties Inc., the S&P 500 Index
and the FTSE NAREIT All REITs Index

$160

$140

$120

$100

$80

$60

$40

$20

10/07

10/08

10/09

10/10

10/11

10/12

Urstadt Biddle Properties Inc.

Urstadt Biddle Properties Inc.—Class A

S&P 500

FTSE NAREIT All REITs

*$100 invested on 10/31/07 in stock or index, including reinvestment of dividends. Fiscal year ending October 31.

Urstadt Biddle Properties Inc .
Urstadt Biddle Properties Inc .—Class A
S&P 500
FTSE NAREIT All REITs

10/07
100 .00
100 .00
100 .00
100 .00

10/08
99 .55
104 .40
63 .90
60 .18

10/09
89 .77
100 .56
70 .17
61 .34

10/10
113 .25
138 .75
81 .76
86 .42

10/11
122 .70
136 .05
88 .37
94 .65

10/12
140 .40
152 .08
101 .81
111 .86

The stock price performance shown on the graph is not necessarily indicative of future price performance .

D I R e C t o R s & o F F I C e R s

DIReCtoRs

oFFICeRs

CHARles J. uRstADt
Chairman
Urstadt Biddle Properties Inc.

RICHARD GRellIeR
Managing Director
Deutsche Bank Securities Inc.

CHARles J. uRstADt
Chairman and
Chief Executive Officer

DAnIel loGue
Vice President
Management and Construction

RoBeRt R. DouGlAss
Vice Chairman
Urstadt Biddle Properties Inc.
Of Counsel, Milbank, Tweed,
Hadley and McCloy

KeVIn J. BAnnon
Managing Director
Highmount Capital LLC

GeoRGe H.C. lAWRenCe
Chairman and
Chief Executive Officer
Lawrence Properties

RoBeRt J. MuelleR
Retired Senior Executive
Vice President
The Bank of New York

WIllInG l. BIDDle
President
Urstadt Biddle Properties Inc.

CHARles D. uRstADt
President
Urstadt Property Company, Inc.

e. VIRGIl ConWAY
Retired Chairman
New York State Metropolitan
Transportation Authority

DIReCtoRs eMeRItus
peteR HeRRICK
JAMes o. YoRK

WIllInG l. BIDDle
President and
Chief Operating Officer

DIAne MIDollo
Vice President
Controller

tHoMAs D. MYeRs
Executive Vice President,
Chief Legal Officer and Secretary

AnDReW AlBReCHt
Assistant Vice President
Management and Construction

JoHn t. HAYes
Senior Vice President,
Chief Financial Officer
and Treasurer

JAMes M. ARIes
Senior Vice President
Acquisitions

JoHn CAnnon
Senior Vice President
Management and Construction

lInDA lACeY
Senior Vice President
Leasing

stepHAn RApAGlIA
Senior Vice President,
Real Estate Counsel and
Assistant Secretary

HeIDI BRAMAnte
Assistant Vice President
Assistant Controller

JoHn GRIllo
Assistant Vice President
Superintendent of Maintenance

JAnIne IARossI
Assistant Vice President
Insurance and Benefit
Administrator

suzAnne MooRe
Assistant Vice President
Billing Manager

RoBeRt WeeKs
Assistant Vice President
Leasing

CoRpoRAte InFoRMAtIon

securities traded

New York Stock Exchange
Symbols: UBA, UBP, UBPPRC, UBPPRD
and UBPPRF
Stockholders of Record as of
December 31, 2012:
Common Stock: 749 and
Class A Common Stock: 743

Annual Meeting

The annual meeting of stockholders
will be held at 2:00 P.M. on March 21,
2013 at Doral Arrowwood, Rye Brook,
New York.

Form 10-K

A copy of the company’s 2012 Annual
Report on Form 10-K filed with the
Securities and Exchange Commission
may be obtained by stockholders without
charge by writing to the Secretary of the
company at its executive office.

shareholder Information and
Dividend Reinvestment plan

Inquiries regarding stock ownership,
dividends or the transfer of shares can
be made by writing to our Transfer
Agent, Computershare Inc., Shareowner
Services Department, P.O. Box 43006,
Providence, RI 02940-3006 or by calling
toll-free at 1-866-203-6250. The company
has a dividend reinvestment plan that
provides stockholders with a convenient
means of increasing their holdings
without incurring commissions or
fees. For information about the plan,
stockholders should contact the Transfer
Agent. Other shareholder inquiries
should be directed to Thomas D. Myers,
Secretary, telephone (203) 863-8200.

Independent Registered public
Accounting Firm

PKF O’Connor Davies
a Division of O’Connor Davies, LLP

General Counsel

Baker & McKenzie LLP

Internal Audit

Berdon LLP, CPAs and Advisors

executive office of the Company

321 Railroad Avenue
Greenwich, CT 06830
Tel: (203) 863-8200
Fax: (203) 861-6755
Website: www.ubproperties.com

Investor Relations

Memberships

Investors desiring information about the
company can contact Alina Smolitsky,
Investor Relations, telephone
(203) 863-8200. Investors are also
encouraged to visit our website at:
www.ubproperties.com

National Association of Real Estate
Investment Trusts, Inc. (NAREIT)
International Council of Shopping
Centers (ICSC)

Top left, clockwise: the Dock, Stratford, Connecticut, Ridgeway shopping Center, Stamford, Connecticut, Arcadian shopping
Center, Ossining, New York, townline square, Meriden, Connecticut

321 RailRoad avenue
GReenwich, connecticut 06830

We have always believed—

in the riGht Business.

We are the RIGHt Company.
in the riGht plaCe.
In the RIGHt Business.
at the riGht time.

In the RIGHt place.

At the RIGHt time.