Urstadt Biddle Properties Inc. Annual Report 2017

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FY2017 Annual Report · Urstadt Biddle Properties Inc.

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2017 annual report

(In Millions)

$130

$120
$120

$110

$100

$90

$80

$70

$60

$50

$40

$30

$20

$10

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

Revenues Funds From Operations Common & Class A Dividends Paid

48 Consecutive
Years of
Uninterrupted
Dividends.

24 Consecutive
Years of
Increased
Dividends.

Stock prices are only opinions. But dividends are facts.

CONTENTS

Selected Financial Data

Letter to Our Stockholders

Map of Investment Properties

Investment Portfolio

Financials

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

Directors and Officers

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 investment properties consist of neighborhood

and community shopping centers in the northeastern part of the United States with a

concentration in the Metropolitan New York tri-state area outside of the City of New York.

Class A Common Shares, Common Shares, Series G Preferred Shares and Series H Preferred

Shares of the Company trade on the New York Stock Exchange under the symbols “UBA,”

“UBP,” “UBPPRG” and “UBPPRH.”

SELECTED FINANCIAL DATA
(Amounts in thousands, except share data)

Year Ended October 31,

2017

2016

2015

2014

2013

Balance Sheet Data:
Total Assets
Revolving Credit Lines and Unsecured Term Loan
Mortgage Notes Payable and Other Loans
Preferred Stock Called for Redemption

$996,713
$ 4,000
$297,071
$ —

$931,324
$ 8,000
$273,016
$ —

$ 861,075
$ 22,750
$ 260,457
$ —

$ 819,005
$ 40,550
$ 205,147
$ 61,250

$ 650,026
$ 9,250
$ 166,246
$ —

Operating Data:
Total Revenues
Total Expenses and Payments to

Noncontrolling Interests

Income from Continuing Operations before

Discontinued Operations

Per Share Data:
Net Income from Continuing Operations –

Basic:
Class A Common Stock
Common Stock

Net Income from Continuing Operations –

Diluted:
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

$123,560

$ 116,792

$ 115,312

$102,328

$ 95,203

$ 91,774

$ 85,337

$ 88,594

$ 75,927

$ 70,839

$ 55,432

$ 34,605

$ 50,212

$ 53,091

$ 29,105

$ .92
$ .82

$ .90
$ .80

$1.06
$ .94

$ .57
$ .50

$ .56
$ .49

$1.04
$ .92

$1.02
$ .90

$1.22
$1.09

$1.19
$1.06

$1.01
$ .90

$ .31
$ .28

$ .30
$ .27

$1.00
$ .90

$ 62,995
$ (16,262)
$ (77,854)

$ 62,081
$ (82,072)
$ 20,639

$ 53,041
$(106,975)
$ (12,472)

$ 52,519
$ (56,228)
$ 73,793

$ 52,270
$ (50,949)
$ (76,468)

Funds from Operations (Note)

$ 43,203

$ 43,603

$ 38,056

$ 33,032

$ 29,506

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 34. 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 34.

TOTAL REVENUES
(In thousands)

FUNDS FROM OPERATIONS
(In thousands)

COMBINED DIVIDENDS
PAID ON COMMON AND
CLASS A COMMON SHARES
(Per Share)

’13

’14

’15

’16

’17

’13

’14

’15

’16

’17

’13

’14

’15

’16

’17

LETTER TO OUR STOCKHOLDERS

We are often asked by shareholders, bankers
and others with whom we do business,
“How is the internet affecting your business?”
It seems every day there is a story about Amazon or another
online retailer making business tougher and tougher for
retailers who operate physical stores. We share this concern,
but we want you to know that we are confident in the
future of our business. To understand why, we would like to
highlight the specific nature of our retail real estate business
and why we feel many of the threats you read and hear about
are not readily applicable to us.

Take a look at a typical UBP property—our Carmel ShopRite
Center in Putnam County, NY, which we purchased about
22 years ago. This property is an open air shopping center
containing 129,000 square feet of retail space on 19 acres
of land with 740 parking spaces. It is anchored by a very
successful 49,000 square foot regional supermarket. A
common way to analyze the performance of a supermarket
is its “health ratio” which is the ratio of the total rent the
supermarket pays divided by the supermarket’s sales.
This supermarket’s “health ratio” is less than 2%, and we
estimate that the supermarket produces an annual profit of
at least $1.5 million to its owner. Sales have been trending
upward over the years, and the tenant is currently seeking
municipal approvals to significantly expand its store at its
sole cost and expense. In our view, this supermarket is well-
positioned as the dominant supermarket in an area relatively
insulated from competition. The other tenants are a national
drugstore, laundromat, cell phone store, tanning salon, nail
salon, hair salon, health club, bank, wine & liquor store,
nutrition service provider, regional movie theater, various
restaurants and a medical practice currently negotiating with
us to expand. Ask yourself “which of these smaller tenants
are seriously threatened by e-commerce?” and go over the
tenant list. You don’t need to be a real estate expert to see
that these tenants mostly provide services or food. Many of
these tenants have been operating profitable businesses at
this center for years, benefitting from the high daily customer
traffic provided by the supermarket and the drugstore, and
as long as each of these tenants continues to keep a close eye
on its business and provide excellent customer service and

In fact, a number of our supermarket tenants are so
confident in their businesses that they are currently
undergoing expansions and/or major renovations.

Willing L. Biddle
President and Chief
Executive Officer

Charles J. Urstadt
Chairman

quality, its business will be relatively insulated from online
competition.

Additionally, this center, like most of our other shopping
centers, is geographically well situated in terms of potential
future competition. Not only is there a scarcity of nearby
suitable land zoned to permit a shopping center, but the high
cost of land and construction in this area would make it very
difficult, we believe, to build a competing shopping center at
an adequate return on investment, based on current market
rents. This center is representative of many other properties
we own in our portfolio and emblematic of the type of
property that we seek to acquire.

It is also critical to understand that UBP is not in the
enclosed mall business where much of the square footage
is occupied by department stores and clothing stores that
struggle to compete against online retailers. Approximately
81% of the square footage in our portfolio is anchored by
high-volume supermarkets, warehouse clubs selling a high
percentage of food, and drugstores selling prescription
drugs and convenience items. UBP does have some big box
tenants that do not fall into these categories (for example,
TJX Companies is UBP’s third largest tenant in terms of rent
paid), but these big box stores are primarily located at larger
grocery-anchored centers.

Our experience tells us that perishable food and related
items are most efficiently sold via the supermarket business
model, as consumers prefer the in-person sensory experience
of seeing and selecting their own produce and other food
items. In fact, a number of our supermarket tenants are so

xxxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Revenues grew 6% to a record $124 million, funds from
xxxxxxxxxxxxxxxxx
operations grew 8% on a dollar value basis and 1.2% on a per
share basis after removing the effect of a one-time, non-operating
charge for the redemption of our Series F Preferred Stock.

confident in their businesses that they
are currently undergoing expansions and/
or major renovations. Moreover, many
supermarkets are working to further
counter the threat of online retailers
by supplementing their traditional in-
store sales with online ordering, at-store
pick-up and home delivery. As we have
said before, while we constantly and
proactively assess the risks facing our
investment strategy, we find it difficult to

Andrew Albrecht
Vice President
Management and
Construction

believe that drones will be delivering boxes of food any time
soon through suburban airspace to people’s doorsteps.

It is worth mentioning that the properties in our portfolio
are also differentiated by their concentration in the strong
demographic suburbs around New York City, one of the
best suburban retail markets in the country. The median
household income within a 3-mile radius of our properties
averages approximately $95,400, close to 85% higher than
the national average, and this metric is one of the highest of
all retail REITs.

Stephan A. Rapaglia
Senior Vice President,
Chief Operating
Officer, Real Estate
Counsel and Assistant
Secretary

Now that you better understand why
we feel our future is secure, we are
happy to report that 2017 was another
record-breaking year for Urstadt
Biddle Properties. Revenues grew 6%
to a record $124 million, funds from
operations grew 8% on a dollar value
basis and 1.2% on a per share basis after
removing the effect of a one-time, non-
operating charge for the redemption of
our Series F Preferred Stock. General
and administrative expenses remained at
less than 1% of total assets, essentially flat compared to 2016.
We sold our White Plains, NY development site (the former
Westchester Pavilion) in March 2017 for total proceeds of
$57 million, and our acquisition team did a terrific job of
redeploying this capital during the year into seven quality
properties in our backyard valued at $119 million. We
are currently working on the acquisition of a number of
additional quality properties commensurate with our growth
strategy. Four of the seven properties that we acquired this
year were via the formation of “DownREIT” joint ventures, in
which UBP effectively trades its stock for property interests in

a structure that is tax-efficient for the contributing property
owner. We find this method of acquiring property interests
to be of great benefit to both UBP and contributing property
owners, and it distinguishes UBP in the competition
to acquire desirable properties.

We successfully leased all but one of the nine supermarkets
impacted by A&P’s bankruptcy, but we unfortunately had to
evict one of the replacement supermarkets when it could not
obtain adequate financing. This leaves us two supermarket
locations (Wayne, NJ and Pompton Lakes, NJ) that we are
currently marketing for lease. We made good progress in
filling the few other key vacancies in our portfolio during the
year, and our occupancy remained essentially flat at around
93%.

The degree of change in the retail industry is the greatest
we have seen in years, but change also presents opportunity.
We believe that savvy retailers who position themselves
strategically to better take advantage of these changes, as
well as businesses that focus on food, basic necessities and
services, such as supermarkets, warehouse clubs, drugstores,
fitness centers, medical facilities and restaurants, which are
less susceptible to online retail encroachment, will not only
survive but thrive in the years to come.

For example, we are inundated with stories of retailers that
have failed to keep up with the times and are closing—Radio
Shack, Payless Shoes, Sears, etc. However, these stories
rarely mention the many other retailers that are opening
numerous new locations, such as TJX, Five Below and Dollar
Tree. Various statistics abound, but one recent study by IHL
Group found that in 2017 there was a net increase (openings
less closings) of over 4,000 stores in the U.S., and this
number is projected to be even greater in 2018. Sears makes
national news when it closes stores in the Midwest, but
restaurants opening in the NYC suburbs do not. Retail real
estate cannot be effectively analyzed on a national level—it’s
all about specific location and specific property type.

Moreover, while we are deluged with stories about Amazon and
other online retailers making business more challenging for
retailers who operate physical stores, it has been refreshing
to see that certain all-Internet retailers like Bonobos, Warby
Parker and Amazon are now opening physical locations, as
they realize that having a physical presence is essential to

growing a brand and an integral part of an
“omni-channel” sales strategy. Conversely,
many brick-and-mortar retailers have
learned to harness the power of Internet
advertising to increase or supplement
their sales.

Linda Lacey
Senior Vice President
Leasing

We will continue to execute on the same
growth strategy we have been following
for years, which is to focus on acquiring
grocery-anchored properties in dense, affluent areas within
our submarket. We feel strongly that such properties provide
the best chance of attracting multiple replacement tenants
in the event of a vacancy. For the same reason, we have no
interest in owning big box or department store-anchored
properties situated in isolated or thinly populated areas. We
will also grow by remaining receptive to acquiring properties
that are smaller than those typically sought by other shopping
center investors because (i) our narrow focus on the NYC
suburbs allows us to efficiently manage a portfolio that
includes smaller properties, (ii) we believe we have a lower
cost of capital than many competing local buyers, and (iii) we
are confident that no one knows our submarkets like we do.

Nicholas Capuano
Vice President and
Real Estate Counsel

Suzanne Moore
Vice President and
Director of Accounts
Receivable

Joseph Allegretti
Vice President
Leasing

CAPITAL MARKET EVENTS

We continued this year to take full advantage of historically low
interest rates to lower UBP’s cost of capital. In July, we refinanced
our $44 million, 5.52% mortgage on our Ridgeway Shopping
Center with a larger $50 million mortgage at a fixed interest
rate of 3.398%, a transaction that will save UBP over $934,000
in annual interest expense going forward. Notably, we remain
one of the lowest leveraged REITs with aggregate mortgage debt
equal to only 27% of total book capitalization at year-end. Also, in

John T. Hayes
Senior Vice President,
Chief Financial Officer
and Treasurer

Diane Midollo
Vice President and
Controller

Miyun Sung
Senior Vice President,
Chief Legal Officer and
Secretary

September, we completed the public offering of 4,600,000 shares
of 6.25% Series H preferred stock for net proceeds of $111.3
million. We used the entire proceeds of this offering, as well
as some of the proceeds remaining from the sale of the former
Westchester Pavilion property, to redeem our 7.125% Series F
preferred stock, a transaction that will save UBP over $2 million
per annum in preferred stock dividends.

ACQUISITIONS
In 2017, we acquired interests in the following properties:

1. High Ridge Shopping Center, Stamford, CT

DESCRIPTION: 92,000 square foot shopping center on 7 acres
of land.
KEY TENANTS: Trader Joes Supermarket, DSW Shoes,
Starbucks & Chase Bank
VALUATION: $62,400,000, subject to a $10 million, 3.65%
mortgage loan assumed at closing
LOCATION: High Ridge Road, Stamford, a quarter mile south
of the Merritt Parkway in a dense neighborhood location,
with 30,000 cars passing daily, approximately 155,000 people
living within a 3-mile radius of the property, and an estimated
median household income of $150,000.
CLOSING DATE: March 2017

2. CVS Pharmacy, Old Greenwich, CT

DESCRIPTION: 8,000 square foot free-standing single tenant
building 100% occupied by CVS on .75 acres of land.
TENANT: CVS
VALUATION: $4,800,000, subject to a $1.2 million, 4.2%

The issuance of our new 6.25% Series H preferred stock and the
redemption of our more expensive 7.125% Series F preferred
stock will save the company over $2 million in preferred stock
dividends in fiscal 2018 and all years beyond.

mortgage loan assumed at closing

LOCATION: Well located in the historic
downtown area of Old Greenwich, CT, a
prominent area of Fairfield County, CT.

CLOSING DATE: March 2017

3. Stratfield Market, Fairfield, CT.

DESCRIPTION: 12,900 square foot, free-
standing retail building on .90 acres
of land. In 2006, a national pharmacy
signed a 20 year lease, but due to its
inability to attain zoning approvals
the building sat vacant. The national
pharmacy continued to pay rent until
they negotiated a lease buyout with
UBP. Following the lease buyout,
UBP sold the property to a private
individual.

PURCHASE PRICE: $3,055,000

AGGREGATE LEASE BUYOUT/SALE PRICE:
$4,400,000
CLOSING DATE: March 2017

James M. Aries
Senior Vice President
Acquisitions

Zach Fox
Vice President
Acquisitions

4. Van Houten Farms, Passaic, NJ

DESCRIPTION: 37,000 square foot shopping center on 2.9
acres of land.
KEY TENANTS: Gala Fresh Supermarket & Valley National
Bank
PRICE: $7,100,000 million, subject to a $3.5 million, 4.0%
mortgage loan assumed at closing
LOCATION: Van Houten Farms occupies roughly an entire
block fronting on Van Houten Avenue with two points
of ingress/egress on each side of the center. Van Houten
Avenue is an important commuter artery in Passaic. The
center is 0.6 miles from the NJ Transit Passaic Train
Station. The estimated population within a 3-mile radius
of the property is 284,500 with an estimated median
household income of $71,000.
CLOSING DATE: March 2017

5. Waldwick Plaza, Waldwick, NJ

DESCRIPTION: 27,000 square foot shopping center on 1.75
acres of land.
KEY TENANTS: Supercuts, Verizon, USPO & Massage Envy
VALUATION: $8,400,000
LOCATION: Located at the traffic-lighted intersection of
Franklin Turnpike & Wyckoff Avenue, the most prominent
retail location in the town of Waldwick, which is a highly
desirable Bergen County town. Seventy-nine thousand
people live within a 3-mile radius of the property with an
estimated median household income of $150,000.
CLOSING DATE: July 2017

6. Washington Commons, Dumont, NJ

DESCRIPTION: 74,000 square foot mixed-use property on
5.5 acres of land.

KEY TENANTS: Stop & Shop, Valley Medical Group & PetValu
VALUATION: $22,600,000, subject to a $10 million, 3.87%
mortgage loan assumed at closing
LOCATION: Dumont is a highly attractive northern New
Jersey town in Bergen County with approximately 30,000
people living within a 1-mile radius of the property with
an estimated median household income of approximately
$94,000. The shopping center is located at the traffic-
lighted intersection of Washington Avenue & Columbia
Avenue, with over 20,000 cars passing by every day.
CLOSING DATE: August 2017

7. Aldi Plaza, Derby, CT (formerly Pershing Square)

DESCRIPTION: 39,000 square foot shopping center on
5.3 acres of land.
KEY TENANTS: Aldi, Panera Bread, Pet Valu, AT&T and Popeye’s
PRICE: $9,075,000
LOCATION: Located on Pershing Drive with access to State
Route 8—the major north/south access highway in central
Connecticut over which 64,300 vehicles travel each day.
Its location on Pershing Drive is complemented by over a
million square feet of surrounding retail, including national
and big box retailers such as Wal-Mart, Lowe’s, Target,
Home Depot, and BJ’s Wholesale Club. The property
shares a traffic light with a ShopRite anchored shopping
center, and the parking lot is shared with Planet Fitness
in an adjoining shopping center. There are 55,000 people
living within a 3 mile radius of the property with an
estimated median household income of $68,000.

CLOSING DATE: January 2017

Given the extremely competitive nature of our business, it
has always been our policy to keep our acquisition prospects
very close to the vest, but we are encouraged by the robust
activity we have experienced and are hopeful that 2018 will
be another solid year in terms of growth of the portfolio.

OUTLOOK
In December 2017, UBP’s Board of Directors increased the
annualized dividend rate on each of UBP’s Class A common
stock and common stock by $.02 per share. This increase
represents the 48th consecutive year that UBP has paid
a dividend and the 24th consecutive year that UBP has
increased the dividend level, which is reflective of the Board’s
continued confidence in UBP.

We greatly appreciate the hard work of our dedicated
staff and directors, as well as the continued support of
our shareholders, tenants and the members of the many
communities of which our properties form an integral part.

Willing L. Biddle
President and
Chief Executive Officer

Charles J. Urstadt
Chairman

January 2018

SELECTED CORE PROPERTIES

AMM
PUTNAM

N E W Y O R K

HHESTER
HEESTER
H
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15

LI
LI TCC HFIELD

C O N N E C T I C U T

NEW
NEW HAVEN

10101010

N E W

J E R S E Y

PASSAIC

MO RRI S

17
18

AND
ROCKLAN D

FFAI R

DD
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BEBERRG
EEEE RGR
303030
(cid:1)(cid:1)

NNGENNG
GEG
27

282828
28

L O N G

I S L A N D

SUFF O LK

ES S EX
ESSEX

U NU NU NNNNNU IIIIOIOIOO NN
N

Corporate Headquarters
Greenwich

Greenwich Commons
Greenwich

Cos Cob Plaza
Cos Cob

Kings Shopping Center
Old Greenwich

Cos Cob Commons
Cos Cob

Ridgeway Shopping Center
Stamford

Newfield Green
Stamford

970 High Ridge Road
Stamford

High Ridge Shopping Center
Stamford

Goodwives Shopping Center
Darien

Fairfield Centre
Fairfield

Ridgefield Center
Ridgefield

Airport Plaza
Danbury

Danbury Square
Danbury

Veteran’s Plaza
New Milford

New Milford Plaza
New Milford

Fairfield Plaza
New Milford

The Hub Center
Bethel

Starbucks Center
Monroe

The Dock
Stratford

Aldi Center,
Derby

Orange Meadows Shopping
Center, Orange

Carmel ShopRite Center
Carmel

Putnam Plaza
Carmel

Towne Centre Shopping Center
Somers

Somers Commons
Somers

Heritage 202 Center
Somers

Village Commons
Katonah

Staples Plaza
Yorktown Heights

Arcadian Shopping Center
Ossining

Chilmark Shopping Center
Briarcliff Manor

Orangetown Shopping Center
Orangeburg

4 “Street Retail” Properties
Rye

Harrison Towne Center
Harrison

Shoppes at Eastchester
Eastchester

Eastchester Plaza
Eastchester

Midway Shopping Center
Scarsdale

25 McLean Plaza
Yonkers

H-Mart Plaza
Fort Lee

Washingtons Commons
Dumont

28 Van Houten Farms
Shopping Center
Passaic

Emerson Shopping Plaza
Emerson

Waldwick Plaza
Waldwick

Chestnut Ridge Shopping Center
Montvale

Cedar Hill Shopping Center
Wyckoff

Midland Park Shopping Center
Midland Park

Meadtown Shopping Center
Kinnelon

Pompton Lakes Town Square
Pompton Lakes

35 Boonton A&P Shopping Center

Boonton

Valley Ridge Shopping Center
Wayne

Village Shopping Center
New Providence

Gateway Plaza
Riverhead

URSTADT BIDDLE PROPERTIES INC.

INVESTMENT PORTFOLIO (as of January 16, 2018)

UBP owns or has equity interests in 81 properties including ten office buildings which total 5,080,000 square feet.

LOCATION

SQUARE FEET

PRINCIPAL TENANT

PROPERTY TYPE

LOCATION

SQUARE FEET

PRINCIPAL TENANT

PROPERTY TYPE

CONNECTICUT
Fairfield County, CT
Stamford
Stratford
Danbury
Darien
Stamford
Stamford
Ridgefield
Fairfield
Greenwich
Cos Cob
Westport
Old Greenwich
Danbury
Bethel
Stamford
Cos Cob
Monroe
Greenwich
Old Greenwich
Stamford

374,000 Stop & Shop Supermarket
278,000 Stop & Shop Supermarket
194,000 Christmas Tree Shops

96,000 Stop & Shop Supermarket
87,000 Trader Joe’s
72,000 ShopRite - Grade A Market
62,000 Keller Williams
62,000 Marshalls
58,000 UBP
48,000 CVS
40,000 Rio Bravo Restaurant
39,000 Kings Supermarket
33,000 Buffalo Wild Wings
31,000 Rite Aid
27,000 Federal Express
15,000
10,000 Starbucks
10,000 Cava Mezza Grill

Jos A. Bank

8,000 CVS
4,000 Chase Bank

1,548,000

Litchfield County, CT
New Milford
New Milford
New Milford

New Haven County, CT

235,000 Walmart

81,000 Big Y Supermarket
72,000 T.J. Maxx

388,000

Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Street retail
Shopping center
5 Office buildings
Retail/Office
Shopping center
Retail/Office
Shopping center
Shopping center
Shopping center
Retail/Office
Shopping center
Shopping center
Retail
Bank

Shopping center
Shopping center
Shopping center

Orange
Derby

78,000 Trader Joe’s Supermarket
39,000 Aldi Supermarket

Shopping center
Shopping center

117,000

NEW YORK
Westchester County, NY
Scarsdale
Ossining
Somers
Yorktown
Somers
Eastchester
Yonkers
Briarcliff Manor
Rye

250,000 ShopRite Supermarket
137,000 Stop&Shop Supermarket
135,000 Home Goods
121,000 Staples
80,000 CVS
70,000 Acme Supermarket
58,000 Acme Supermarket
47,000 CVS
39,000 A&S Deli

Ossining

Katonah
Harrison
Pelham
Eastchester
Bronxville and Yonkers

Somers

29,000 Westchester

Community College

28,000 Squires
26,000 Key Food Supermarket
25,000 Key Food Supermarket
24,000 CVS
19,000 People’s United Bank,
Chase Bank

19,000 Putnam County

Savings Bank

1,107,000

Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Shopping center
Street retail
(4 buildings)
Shopping center

Retail/Office
Shopping center
Shopping center
Shopping center
Retail (4 buildings)

Shopping center

Putnam County, NY
Carmel
Carmel
Carmel

189,000 Tops Markets
129,000 ShopRite Supermarket

4,000 Vacant

322,000

Shopping center
Shopping center
Net leased property

Suffolk County, NY
Riverhead

Rockland County, NY
Orangeburg
Spring Valley

Ulster County, NY
Kingston

Orange County, NY
Unionville

Columbia County, NY
Hillsdale

NEW JERSEY
Bergen County, NJ
Midland Park
Emerson
Montvale

Dumont
Wyckoff
Waldwick
Waldwick
Fort Lee

Passaic County, NJ
Pompton Lakes
Wayne
Passaic

Essex County, NJ
Newark
Bloomfield
Bloomfield

Morris County, NJ
Kinnelon
Boonton
Chester

Union County, NJ
New Providence

211,000 Walmart

Shopping center

74,000 CVS
24,000 Spring Valley Foods
Supermarket

98,000

Shopping center
Shopping center

3,000

Taste of Italy

Net leased property

3,000 Unionville Family
Restaurant

Net leased property

2,000

Friendly’s Restaurant

Net leased property

130,000 Kings Supermarket

93,000 ShopRite Supermarket
79,000 The Fresh Market

Supermarket
74,000 Stop & Shop
43,000 Walgreens
27,000 United States Post Office
20,000 Rite Aid

7,000 H-Mart Supermarket

473,000

Shopping center
Shopping center
Shopping center

Shopping center
Shopping center
Shopping center
Retail—Single tenant
Retail supermarket—
Single Tenant

125,000 Planet Fitness
102,000 PNC Bank

37,000 Gala Fresh Market

264,000

Shopping center
Shopping center
Shopping center

108,000 Acme Supermarket

59,000 SuperFresh Supermarket

3,000
170,000

Friendly’s Restaurant

Shopping center
Shopping center
Net leased property

77,000 Marshall’s
63,000 Acme Supermarket

9,000 REE Childcare

149,000

Shopping center
Shopping center
Retail—Single tenant

109,000 Acme Supermarket

Shopping center

Somerset County, NJ
Bernardsville

NEW HAMPSHIRE
Rockingham County, NH
Newington

14,000

Laboratory Corp.

Office building

102,000 Savers

Shopping center

URSTADT BIDDLE PROPERTIES INC.

FINANCIALS

CONTENTS

Consolidated Balance Sheets at October 31, 2017 and 2016 . . . . . . . . . 10

Consolidated Statements of Income for each of the

three years in the period ended October 31, 2017 . . . . . . . . . . . . . . 11

Consolidated Statements of Comprehensive Income for each

of the three years in the period ended October 31, 2017 . . . . . . . . . 12

Consolidated Statements of Cash Flows for each of the

three years in the period ended October 31, 2017 . . . . . . . . . . . . . . 13

Consolidated Statements of Stockholders’ Equity

for each of the three years in the period
ended October 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

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

Report of Independent Registered Public Accounting Firm . . . . . . . . 33

Management’s Discussion and Analysis of Financial

Condition and Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . . 34

Management’s Report on Internal Control

over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Report of Independent Registered Public Accounting Firm

on Internal Control over Financial Reporting. . . . . . . . . . . . . . . . . . 47

Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Market Price Ranges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

Quantitative and Qualitative Disclosures about Market Risk . . . . . . . 50

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . 50

Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

FINANCIAL STATEMENTS
FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

ASSETS

Real Estate Investments:
Real Estate—at cost
Less: Accumulated depreciation

Investments in and advances to unconsolidated joint ventures
Mortgage note receivable

Cash and cash equivalents
Restricted cash
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
Accounts payable and accrued expenses
Deferred compensation—ofﬁcers
Other liabilities

Total Liabilities

Redeemable Noncontrolling Interests

Commitments and Contingencies

Stockholders’ Equity:

7.125% Series F Cumulative Preferred Stock (liquidation preference of $25 per share);

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

6.75% Series G Cumulative Preferred Stock (liquidation preference of $25 per share);
3,000,000 shares issued and outstanding
6.25% Series H Cumulative Preferred Stock (liquidation preference of $25 per share);
4,600,000 and -0- shares issued and outstanding
Excess Stock, par value $0.01 per share; 20,000,000 shares authorized; none issued

and outstanding

Common Stock, par value $0.01 per share; 30,000,000 shares authorized; 9,664,778 and
9,507,973 shares issued and outstanding
Class A Common Stock, par value $0.01 per share; 100,000,000 shares authorized;
29,728,744 and 29,633,520 shares issued and outstanding
Additional paid in capital
Cumulative distributions in excess of net income
Accumulated other comprehensive income (loss)

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

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

October 31,

2017

2016

$1,090,402
(195,020)
895,382
38,049
—
933,431
8,674
2,306
19,632
20,803
11,867
$ 996,713

$1,016,838
(186,098)
830,740
38,469
13,500
882,709
7,271
2,024
18,890
13,338
7,092
$ 931,324

$ 4,000
297,071
4,200
96
22,755
328,122

$ 8,000
273,016
4,977
130
27,915
314,038

81,361

18,253

—

129,375

75,000

115,000

—

297
514,217
(120,123)
2,742
587,230
$ 996,713

296
509,660
(114,091)
(1,303)
599,033
$ 931,324

CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)

Revenues

Base rents
Recoveries from tenants
Lease termination income
Mortgage interest and other

Total Revenues

Expenses

Property operating
Property taxes
Depreciation and amortization
General and administrative
Provision for tenant credit losses
Acquisition costs
Directors’ fees and expenses
Total Operating Expenses

Operating Income
Non-Operating Income (Expense):

Interest expense
Equity in net income from unconsolidated joint ventures
Interest, dividends and other investment income

Income before gain on sale of properties
Gain on sale of properties
Net Income
Noncontrolling interests:
Net income attributable to noncontrolling interests
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

Basic Earnings Per Share:
Per Common Share
Per Class A Common Share

Diluted Earnings Per Share:
Per Common Share
Per Class A Common Share

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

URSTADT BIDDLE PROPERTIES INC.

Year Ended October 31,

2017

2016

2015

$ 88,383
28,676
2,432
4,069
123,560

20,074
19,621
26,512
9,183
583
—
321
76,294

$ 87,172
25,788
619
3,213
116,792

$ 83,885
28,703
472
2,252
115,312

18,717
18,548
23,025
9,284
1,161
412
318
71,465

21,267
18,224
22,435
8,576
1,271
2,068
330
74,171

47,266

45,327

41,141

(12,981)
2,057
356
36,698
18,734
55,432

(2,499)
52,933
(14,960)
(4,075)
$ 33,898

$0.82
$0.92

$0.80
$0.90

(12,983)
2,019
242
34,605
—
34,605

(889)
33,716
(14,280)
—
$ 19,436

$0.50
$0.57

$0.49
$0.56

(13,475)
1,941
228
29,835
20,377
50,212

(948)
49,264
(14,605)
—
$ 34,659

$0.92
$1.04

$0.90
$1.02

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)

Net Income

Other comprehensive income:

Year Ended October 31,

2017

2016

2015

$ 55,432

$ 34,605

$ 50,212

Change in unrealized gains (losses) on interest rate swaps

4,045

(73)

(1,293)

Total comprehensive income
Comprehensive income attributable to noncontrolling interests

Total comprehensive income attributable to Urstadt Biddle Properties Inc.
Preferred stock dividends
Redemption of preferred stock

Total comprehensive income applicable to Common

and Class A Stockholders

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

59,477
(2,499)

56,978
(14,960)
(4,075)

34,532
(889)

33,643
(14,280)
—

48,919
(948)

47,971
(14,605)
—

$ 37,943

$ 19,363

$ 33,366

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
Restricted stock compensation expense and other adjustments
Deferred compensation arrangement
Gain on sale of properties
Equity in net (income) from unconsolidated joint ventures
Distributions of operating income from unconsolidated joint ventures
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
Investment in mortgage note
Repayment of mortgage note
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
Deposits received on sale of property
Distributions to noncontrolling interests
Return of capital from unconsolidated joint ventures

Net Cash Flow Provided by (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 mortgage note
Repayment of mortgage note
Proceeds from revolving credit line borrowings
Repayment of term loan borrowing
Sales of additional shares of Common and Class A Common Stock
Repayments on revolving credit line borrowings
Repurchase of shares of Class A Common Stock
Net proceeds from issuance of 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

URSTADT BIDDLE PROPERTIES INC.

Year Ended October 31,

2017

2016

2015

$ 55,432

$ 34,605

$ 50,212

26,512
(507)
583
3,956
(35)
(18,734)
(2,057)
2,057

(825)
3,635
(6,740)
(282)
62,995

(30,599)
(158)
—
13,500
(715)
500
(9,676)
45,438
—
(2,499)
471
16,262

(40,596)
(14,960)
(6,776)
50,000
(43,675)
52,000
—
200
(56,000)
—
111,328
(129,375)
(77,854)

1,403
7,271

23,025
(1,902)
1,161
4,442
(26)
—
(2,019)
2,019

4,203
1,464
(5,057)
166
62,081

(58,737)
(700)
(13,500)
—
(750)
640
(21,462)
—
11,900
(889)
1,426
(82,072)

(37,092)
(14,280)
(20,744)
33,663
—
52,000
—
73,842
(66,750)
—
—
—
20,639

648
6,623

22,435
(1,551)
1,271
4,201
(31)
(20,377)
(1,941)
1,941

(2,033)
530
(1,548)
(68)
53,041

(136,304)
(247)
—
—
(695)
627
(12,175)
43,806
—
(1,990)
3
(106,975)

(35,387)
(14,605)
(12,909)
68,219
—
104,750
(25,000)
59,983
(97,550)
(3,363)
4,640
(61,250)
(12,472)

(66,406)
73,029

Cash and Cash Equivalents at End of Year

$ 8,674

$ 7,271

$ 6,623

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

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except shares and per share data)

Balances—October 31, 2014
Net income applicable to Common and Class A common

stockholders

Change in unrealized (loss) on interest rate swap
Cash dividends paid:

Common stock ($0.90 per share)
Class A common stock ($1.02 per share)

Issuance of Series G Preferred Stock
Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Forfeiture of restricted stock
Issuance of Class A Common stock
Repurchase of Class A common stock
Restricted stock compensation and other adjustment
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2015
Net income applicable to Common and Class A common

stockholders

Change in unrealized (loss) on interest rate swap
Cash dividends paid:

Common stock ($0.92 per share)
Class A common stock ($1.04 per share)

Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Forfeiture of restricted stock
Issuance of Class A Common stock
Restricted stock compensation and other adjustment
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2016
Net income applicable to Common and Class A common

stockholders

Change in unrealized losses on interest rate swap
Cash dividends paid:

Common stock ($0.94 per share)
Class A common stock ($1.06 per share)

Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Forfeiture of restricted stock
Issuance of Series H Preferred Stock
Redemption of Series F Preferred Stock
Restricted stock compensation and other adjustments
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2017

7.125% Series F
Preferred Stock

Issued

Amount

6.75% Series G
Preferred Stock
Issued

Amount

6.25% Series H
Preferred Stock
Issued

Amount

5,175,000

$ 129,375

2,800,000

$70,000

—

$ —

—
—

—
—
—
—
—
—
—
—
—
—
5,175,000

—
—
—
—
—
—
—
—
—
—
129,375

—
—
200,000
—
—
—
—
—
—
—
3,000,000

—
—

—
—
—
—
—
—
—
—
5,175,000

—
—
—
—
—
—
—
—
129,375

—
—
—
—
—
—
—
—
3,000,000

—
—

—
—
5,000
—
—
—
—
—
—
—
75,000

—
—

—
—
—
—
—
—
—
—
75,000

—
—

—
—
—
—
—
—
—
—
—
—
—

—
—

—
—
—
—
—
—
—
—
—

—
—

—
—
—
—
—
—
—
—
—
—
—

—
—

—
—
—
—
—
—
—
—
—

—
—

—
—
—
—
—
—
(5,175,000)
—
—
—

—
—
—
—
—
—
(129,375)
—
—
$ —

—
—
—
—
—
—
—
—
—
3,000,000

—
—
—
—
—
—
—
—
—
$75,000

—
—
—
—
—
4,600,000
—
—
—
4,600,000

—
—
—
—
—
115,000
—
—
—
$115,000

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

URSTADT BIDDLE PROPERTIES INC.

Common
Stock

Issued

Amount

Class A
Common Stock
Issued

Amount

Additional
Paid In
Capital

Cumulative
Distributions
In Excess of
Net Income

Accumulated
Other
Comprehensive
Income (Loss)

Total
Stockholders’
Equity

9,193,559

$92

23,611,715

$236

$370,979

$ (95,702)

$ 63

$ 475,043

—
—

—
—
—
5,326
152,000
—
—
—
—
—
9,350,885

—
—

—
—
4,988
152,100
—
—
—
—
9,507,973

—
—

—
—
4,705
152,100
—
—
—
—
—
9,664,778

—
—

—
—
—
—
2
—
—
—
—
—
94

—
—

—
—
—
2
—
—
—
—
96

—
—

—
—
—
1
—
—
—
—
—
$97

—
—

—
—
—
6,104
92,750
(26,600)
2,875,000
(188,753)
—
—
26,370,216

—
—

—
—
5,854
95,600
(650)
3,162,500
—
—
29,633,520

—
—

—
—
5,399
96,225
(6,400)
—
—
—
—
29,728,744

—
—

—
—
—
—
1
—
29
(2)
—
—
264

—
—

—
—
—
1
—
31
—
—
296

—
—

—
—
—
1
—
—
—
—
—
$297

—
—

—
—
(360)
223
(3)
—
59,731
(3,360)
4,201
—
431,411

—
—

—
—
219
(3)
—
73,623
4,410
—
509,660

—
—

—
—
200
(2)
—
(3,672)
4,075
3,956
—
$514,217

34,659
—

(8,413)
(26,974)
—
—
—
—
—
—
—
2,294
(94,136)

19,436
—

(8,745)
(28,348)
—
—
—
—
—
(2,298)
(114,091)

33,898
—

(9,082)
(31,514)
—
—
—
—
—
—
666
$(120,123)

—
(1,293)

—
—
—
—
—
—
—
—
—
—
(1,230)

—
(73)

—
—
—
—
—
—
—
—
(1,303)

—
4,045

—
—
—
—
—
—
—
—
—
$ 2,742

34,659
(1,293)

(8,413)
(26,974)
4,640
223
—
—
59,760
(3,362)
4,201
2,294
540,778

19,436
(73)

(8,745)
(28,348)
219
—
—
73,654
4,410
(2,298)
599,033

33,898
4,045

(9,082)
(31,514)
200
—
—
111,328
(125,300)
3,956
666
$ 587,230

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION, BASIS OF PRESENTATION

AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

Business

Urstadt Biddle Properties Inc. (“Company”), a
Maryland Corporation, is a real estate investment
trust (REIT), engaged in the acquisition, ownership
and management of commercial real estate, primarily
neighborhood and community shopping centers
in the northeastern part of the United States with a
concentration in the metropolitan New York tri-state area
outside of the City of New York. The Company’s major
tenants include supermarket chains and other retailers
who sell basic necessities. At October 31, 2017, the
Company owned or had equity interests in 81 properties
containing a total of 5.1 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.” 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 7 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 receivables. 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 2017 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, 2017. As of October 31, 2017, the ﬁscal
tax years 2013 through and including 2016 remain open to
examination by the Internal Revenue Service. There
are currently no federal tax examinations in progress.

Acquisitions of Real Estate Investments and
Capitalization Policy

Acquisition of Real Estate Investments:

In January 2017, the FASB issued an ASU 2017-01 that

clariﬁes the framework for determining whether an
integrated set of assets and activities meets the deﬁnition
of a business. The revised framework establishes a
screen for determining whether an integrated set of
assets and activities is a business and narrows the
deﬁnition of a business, which is expected to result
in fewer transactions being accounted for as business
combinations. Acquisitions of integrated sets of assets
and activities that do not meet the deﬁnition of a business
are accounted for as asset acquisitions. This update is
effective for ﬁscal years, and for interim periods within
those ﬁscal years, beginning after December 15, 2017,
with early adoption permitted for transactions that have
not been reported in previously issued (or available to
be issued) ﬁnancial statements.

The Company early adopted this accounting standard
effective November 1, 2016. As a result of this adoption,
we evaluated eight real estate acquisitions completed
during the ﬁscal 2017 under the new framework and
determined that the assets acquired did not meet the
deﬁnition of a business. Accordingly, we accounted for

URSTADT BIDDLE PROPERTIES INC.

these transactions as an asset acquisitions. Refer to Note 3—
Investment Properties and Note 6—Consolidated Joint
Ventures and Redeemable Noncontrolling Interests in our
consolidated ﬁnancial statements for a further discussion
regarding these acquisitions.

Evaluation of business combination or asset acquisition:

The Company evaluates each acquisition of real estate
or in-substance real estate (including equity interests in
entities that predominantly hold real estate assets) to
determine if the integrated set of assets and activities
acquired meet the deﬁnition of a business and need to be
accounted for as a business combination. If either of the
following criteria is met, the integrated set of assets and
activities acquired would not qualify as a business:

• Substantially all of the fair value of the gross assets

acquired is concentrated in either a single identiﬁable
asset or a group of similar identiﬁable assets; or

• The integrated set of assets and activities is lacking,
at a minimum, an input and a substantive process
that together signiﬁcantly contribute to the ability to
create outputs (i.e. revenue generated before and after
the transaction).

An acquired process is considered substantive if:
• The process includes an organized workforce

(or includes an acquired contract that provides
access to an organized workforce), that is skilled,
knowledgeable, and experienced in performing the
process;

• The process cannot be replaced without signiﬁcant

cost, effort, or delay; or

• The process is considered unique or scarce.

Generally, we expect that acquisitions of real estate

or in-substance real estate will not meet the revised
deﬁnition of a business because substantially all of the
fair value is concentrated in a single identiﬁable asset or
group of similar identiﬁable assets (i.e. land, buildings,
and related intangible assets) or because the acquisition
does not include a substantive process in the form of an
acquired workforce or an acquired contract that cannot
be replaced without signiﬁcant cost, effort or delay.
For acquisitions of real estate or in-substance real

estate, prior to the adoption of ASU 2017-01, which were
accounted for as business combinations, we recognized
the assets acquired (including the intangible value of
acquired above- or below-market leases, acquired in-place
leases and other intangible assets or liabilities), liabilities
assumed, noncontrolling interests and previously existing
ownership interests at fair value as of the acquisition
date. Any excess (deﬁcit) of the consideration transferred
relative to the fair value of the net assets acquired was
accounted for as goodwill. Acquisition costs related to the
business combinations were expensed as incurred.

Acquisitions of real estate and in-substance real estate

which do not meet the deﬁnition of a business are
accounted for as asset acquisitions. The accounting model
for asset acquisitions is similar to the accounting model
for business combinations except that the acquisition
consideration (including acquisition costs) is allocated to
the individual assets acquired and liabilities assumed on
a relative fair value basis. As a result, asset acquisitions
do not result in the recognition of goodwill or a bargain
purchase gain. The relative fair values used to allocate
the cost of an asset acquisition are determined using the
same methodologies and assumptions as we utilize to
determine fair value in a business combination.

The value of tangible assets acquired is based upon our

estimation of value on an “as if vacant” basis. The value
of acquired in-place leases includes the estimated costs
during the hypothetical lease-up period and other costs
that would have been incurred in the execution of similar
leases under the market conditions at the acquisition date
of the acquired in-place lease. We assess the fair value
of tangible and intangible assets based on numerous
factors, including estimated cash ﬂow projections that
utilize appropriate discount and capitalization rates and
available market information. Estimates of future cash
ﬂows are based on a number of factors, including the
historical operating results, known trends, and market/
economic conditions that may affect the property.

The values of acquired above- and below-market leases,

which are included in prepaid expenses and other assets
and other liabilities, respectively, are amortized over
the terms of the related leases and recognized as either
an increase (for below-market leases) or a decrease (for
above-market leases) to rental revenue. The values of
acquired in-place leases are classiﬁed in other assets in the
accompanying consolidated balance sheets and amortized
over the remaining terms of the related leases.

Capitalization Policy:

Land, buildings, property improvements, furniture/

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

Depreciation and Amortization

The Company uses the straight-line method for

depreciation and amortization. Real estate investment
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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Sale of Investment Property and Property Held for Sale

The Company reports properties that are either

disposed of or are classiﬁed as held for sale in continuing
operations in the consolidated statement of income if the
removal, or anticipated removal, of the asset(s) from the
reporting entity does not represent a strategic shift that
has or will have a major effect on an entity’s operations
and ﬁnancial results when disposed of.

In March 2017, the Company sold for $56.6 million its

property located in White Plains, NY, as that property
no longer met the Company’s investment objectives. In
conjunction with the sale, the Company realized a gain
on sale of property in the amount of $19.5 million, which
is included in continuing operations in the consolidated
statement of income for the year ended October 31, 2017.
The net book value of the White Plains asset at October 31,
2016 was insigniﬁcant to the ﬁnancial statement
presentation and as a result the Company did not include
the asset as held for sale in accordance with ASC 360-10-45.

In July 2017, the Company sold for $1.2 million
its property located in Fairﬁeld, CT (the “Fairﬁeld
Property”), which it purchased in the second quarter of
ﬁscal 2017. In conjunction with the sale the Company
realized a loss on sale of property in the amount of
$729,000, which is included in continuing operations in
the consolidated statement of income for the year ended
October 31, 2017.

In August 2015, the Company sold, for $44.5 million,

its property located in Meriden, CT, as that property
no longer met the Company’s investment objectives. In
conjunction with the sale, the Company realized a gain
on sale of property in the amount of $20.4 million, which
is included in continuing operations in the consolidated
statement of income for the year ended October 31, 2015.
The combined operating results of the White Plains

Property, the Fairﬁeld Property and the Meriden property,
which are included in continuing operations, were as
follows (amounts in thousands):

Year Ended October 31,
2016
$ 5,656
(1,341)
(476)
$ 3,839

2017
$ 130
(330)
(91)
$(291)

2015
$ 5,829
(3,234)
(1,787)
$ 808

Revenues
Property operating expense
Depreciation and amortization
Net Income (loss)

Deferred Charges

Deferred charges consist principally of leasing commissions

(which are amortized ratably over the life of the tenant
leases). Deferred charges in the accompanying consolidated
balance sheets are shown at cost, net of accumulated
amortization of $4,279,000 and $3,703,000 as of October 31,
2017 and 2016, 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, 2017.

Revenue Recognition

Our leases with tenants are classiﬁed as operating leases.
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, 2017 and 2016, approximately
$17,349,000 and $16,829,000, 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 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.

In July 2017, the Company entered into a lease
termination agreement with the single tenant of its
property located in Fairﬁeld, CT, which was purchased
in the second quarter of ﬁscal 2017, so the Company
could sell the property vacant. The agreement provided
that the tenant pay the Company $3.2 million in exchange
for the tenant to be released from all future obligations
under its lease. The Company received payment in
July 2017 and has recorded the payment received as
lease termination income in its consolidated statements
of income for the year ended October 31, 2017, as the
payment met all of the revenue recognition conditions
under U.S. GAAP. In addition, when the aforementioned
property was acquired, the Company allocated $1.2 million
of the consideration paid to acquire the asset to this over-
market lease (see note 3). As a result of this termination,
the Company wrote-off the remaining $1.1 million asset
as a reduction of lease termination income for the year
ended October 31, 2017.

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, 2017 and 2016, tenant receivables in the
accompanying consolidated balance sheets are shown
net of allowances for doubtful accounts of $4,543,000
and $4,097,000, respectively.

Cash Equivalents

Cash and cash equivalents consist of cash in banks and

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

URSTADT BIDDLE PROPERTIES INC.

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.

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, 2017, the Company believes it has
no signiﬁcant risk associated with non-performance of
the ﬁnancial institutions that are the counterparty to its
derivative contracts. At October 31, 2017, the Company
had approximately $89.5 million in secured mortgage
ﬁnancings subject to interest rate swaps. Such interest rate
swaps converted the LIBOR-based variable rates on the
mortgage ﬁnancings to a ﬁxed annual rate of 3.62% per
annum. As of October 31, 2017 and 2016, the Company had
a deferred liability of $574,000 and $1,726,000, respectively
(included in accounts payable and accrued expenses on
the consolidated balance sheets) and a deferred asset of
$3,316,000 and $423,000, respectively (included in prepaid
expenses and other assets on the consolidated balance
sheets) relating to the fair value of the Company’s interest
rate swaps applicable to secured mortgages.

Charges and/or credits relating to the changes in
fair values of such interest rate swap are made to other
comprehensive (loss) as the swap is deemed effective
and is classiﬁed as a cash ﬂow hedge.

Comprehensive Income

Comprehensive income is comprised of net income

applicable to Common and Class A Common
stockholders and other comprehensive income (loss).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other comprehensive income (loss) includes items that
are otherwise recorded directly in stockholders’ equity,
such as unrealized gains and losses on interest rate swaps
designated as cash ﬂow hedges. At October 31, 2017 and
2016, accumulated other comprehensive income (loss)
consisted of net unrealized gains (losses) on interest
rate swap agreements of approximately $2,742,000 and
$(1,303,000), respectively. Unrealized gains and losses
included in other comprehensive income (loss) will be
reclassiﬁed into earnings as gains and losses are realized.

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
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):

Numerator
Net income applicable to common

stockholders—basic

Effect of dilutive securities:
Restricted stock awards

Net income applicable to common

Year Ended October 31,

2017

2016

2015

$ 6,857

$ 4,142

$ 7,412

376

236

431

stockholders—diluted

$ 7,233

$ 4,378

$ 7,843

Denominator
Denominator for basic EPS—

weighted average common shares

8,383

8,241

8,059

Effect of dilutive securities:
Restricted stock awards

Denominator for diluted EPS—
weighted average common
equivalent shares

Numerator
Net income applicable to Class A
common stockholders—basic

Effect of dilutive securities:
Restricted stock awards

Net income applicable to Class A
common stockholders—diluted

Denominator
Denominator for basic EPS—
weighted average Class A
common shares

Effect of dilutive securities:
Restricted stock awards

Denominator for diluted EPS—
weighted average Class A
common equivalent shares

643

669

9,026

8,910

8,728

$27,041 $15,294

$27,247

(376)

(236)

(431)

$26,665 $15,058

$26,816

29,317

26,921

26,141

186

191

29,503

27,112

26,332

Stock-Based Compensation

The Company accounts for its stock-based compensation

plans under the provisions of ASC Topic 718, “Stock
Compensation”, which requires that compensation
expense be recognized, based on the fair value of the stock
awards less estimated forfeitures. The fair value of stock
awards is equal to the fair value of the Company’s stock
on the grant date. The Company recognizes compensation
expense for its stock awards by amortizing the fair
value of stock awards over the requisite service periods
of such awards.

Segment Reporting

The Company’s primary business is the ownership,
management, and redevelopment of retail properties. The
Company reviews operating and ﬁnancial information for
each property on an individual basis and therefore, each
property represents an individual operating segment. The
Company evaluates ﬁnancial performance using property
operating income, which consists of base rental income and
tenant reimbursement income, less rental expenses and

real estate taxes. Only one of the Company’s properties,
located in Stamford, CT (“Ridgeway”), is considered
signiﬁcant as its revenue is in excess of 10% of the
Company’s consolidated total revenues and accordingly
is a reportable segment. The Company has aggregated the
remainder of our properties as they share similar long-
term economic characteristics and have other similarities
including the fact that they are operated using consistent
business strategies, are typically located in the same major
metropolitan area, and have similar tenant mixes.

Ridgeway is located in Stamford, Connecticut and was
developed in the 1950’s and redeveloped in the mid 1990’s.
The property contains approximately 374,000 square feet
of GLA. It is the dominant grocery-anchored center and
the largest non-mall shopping center located in the City
of Stamford, Fairﬁeld County, Connecticut.

Segment information about Ridgeway as required by

ASC Topic 280 is included below:

Ridgeway Revenues
All Other Property Revenues
Consolidated Revenue

Ridgeway Assets
All Other Property Assets
Consolidated Assets (Note 1)

Year Ended October 31,
2016
11.3%
88.7%
100.0%

2017
11.2%
88.8%
100.0%

11.7%
88.3%
100.0%

2015

Year Ended
October 31,

2017

7.2%
92.8%
100.0%

2016

7.6%
92.4%
100.0%

Note 1—Ridgeway did not have any signiﬁcant expenditures for additions

to long lived assets in any of the ﬁscal years ended October 31, 2017,
2016 and 2015.

Ridgeway Percent Leased

96%

98%

97%

Year Ended October 31,
2016

2015

2017

URSTADT BIDDLE PROPERTIES INC.

Income Statement
(In thousands):

Year Ended October 31, 2017

All Other
Operating
Segments

$109,728
$ 35,886
$ 10,947

Total
Consolidated

$123,560
$ 39,695
$ 12,981

Ridgeway

$13,832
$ 3,809
$ 2,034

$ 3,016

$ 23,496

$ 26,512

$ 4,973

$ 31,725

$ 36,698

Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization

Income from
Continuing
Operations

Year Ended October 31, 2016
All Other
Operating
Segments

Total
Consolidated

Ridgeway

Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization

Income from
Continuing
Operations

$13,192
$ 3,649
$ 2,487

$103,600
$ 33,616
$ 10,496

$116,792
$ 37,265
$ 12,983

$ 2,468

$ 20,557

$ 23,025

$ 4,588

$ 30,017

$ 34,605

Year Ended October 31, 2015
All Other
Operating
Segments

Total
Consolidated

Ridgeway

Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization

Income from
Continuing
Operations

Reclassiﬁcation

$13,485
$ 3,768
$ 2,545

$101,827
$ 35,723
$ 10,930

$115,312
$ 39,491
$ 13,475

$ 2,358

$ 20,077

$ 22,435

$ 4,814

$ 25,021

$ 29,835

Ridgeway Signiﬁcant Tenants
(by base rent): Year Ended October 31,

Certain ﬁscal 2015 and 2016 amounts have been
reclassiﬁed to conform to current period presentation.

2017

2016

2015

New Accounting Standards

The Stop & Shop Supermarket
Company
Bed, Bath & Beyond
Marshall’s Inc., a division of the
TJX Companies
All Other Tenants at Ridgeway
(Note 2)
Total

19%
14%

11%

56%
100%

19%
14%

11%

56%
100%

19%
14%

11%

56%
100%

Note 2—No other tenant accounts for more than 10% of Ridgeway’s annual

base rents in any of the three years presented. Percentages are
calculated as a ratio of the tenants’ base rent divided by total base
rent of Ridgeway.

In May 2014, the FASB issued Accounting Standards
Update (“ASU”) ASU 2014-09, “Revenue from Contracts
with Customers (Topic 606)” (“ASU 2014-09”). The
objective of ASU 2014-09 is to establish a single
comprehensive model for entities to use in accounting
for revenue arising from contracts with customers and
will supersede most of the existing revenue recognition
guidance, including industry-speciﬁc guidance. The
core principle is that an entity should recognize revenue
to depict the transfer of promised goods or services to
customers in an amount that reﬂects the consideration
to which the entity expects to be entitled in exchange

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

for those goods or services. In applying ASU 2014-09,
companies will perform a ﬁve-step analysis of transactions
to determine when and how revenue is recognized. ASU
2014-09 applies to all contracts with customers except
those that are within the scope of other topics in the FASB’s
ASC. ASU 2014-09 is effective for annual reporting periods
(including interim periods within that reporting period)
beginning after December 15, 2016 and shall be applied
using either a full retrospective or modiﬁed retrospective
approach. Early application is not permitted. In August
2015, FASB issued ASU 2015-14, which defers the effective
date of ASU 2014-09 for all public companies for all annual
periods beginning after December 15, 2017 with early
adoption permitted only as of annual reporting periods
beginning after December 31, 2016, including interim
periods within the reporting period. In March 2016, the
FASB issued ASU 2016-08 as an amendment to ASU
2014-09, the amendment clariﬁes how to identify the unit
of accounting for the principal versus agent evaluation,
how to apply the control principle to certain types of
arrangements, such as service transaction, and reframed
the indicators in the guidance to focus on evidence that an
entity is acting as a principal rather than as an agent. The
Company is currently assessing the potential impact that
the adoption of ASU 2014-09 and ASU 2016-08 will have
on its consolidated ﬁnancial statements. While we are still
completing the assessment of the impact of ASU 2014-09
and ASU 2016-08 on our consolidated ﬁnancial statements,
we believe the majority of our revenue falls outside of the
scope of this guidance.

earnings recognized will be classiﬁed as cash inﬂows from
operating activities, and those in excess of that amount will
be classiﬁed as cash inﬂows from investing activities, and
(ii) the “nature of the distribution” approach, under which
distributions will be classiﬁed based on the nature of the
underlying activity that generated cash distributions.
Companies will elect either the “cumulative earnings”
or the “nature of the distribution” approach. Entities that
elect the “nature of the distribution” approach but lack the
information to apply it will apply the cumulative earnings
approach as an accounting change on a retrospective basis.
ASU 2016-15 is effective for reporting periods beginning
after December 15, 2017, with early adoption permitted,
and will be applied retrospectively (exceptions apply). We
are currently assessing the effect that ASU 2016-15 will
have on our consolidated ﬁnancial statements.

In January 2017, the FASB issued ASU 2017-01 that
clariﬁed the deﬁnition of a business. The ASU 2017-01 is
effective for reporting periods beginning after December 15,
2017, with early adoption permitted. We adopted ASU
2017-01 on November 1, 2016. Refer to “Acquisitions of
Real Estate Investments and Capitalization Policy” above
for a discussion of this new accounting pronouncement.

The Company has evaluated all other new Accounting

Standards Updates issued by FASB and has concluded
that these updates do not have a material effect on
the Company’s consolidated ﬁnancial statements as of
October 31, 2017.

In February 2016, the FASB issued ASU 2016-02,

(2) REAL ESTATE INVESTMENTS

“Leases.” ASU 2016-02 signiﬁcantly changes the
accounting for leases by requiring lessees to recognize
assets and liabilities for leases greater than 12 months on
their balance sheet. The lessor model stays substantially
the same; however, there were modiﬁcations to conform
lessor accounting with the lessee model, eliminate
real estate speciﬁc guidance, further deﬁne certain lease
and non-lease components, and change the deﬁnition
of initial direct costs of leases requiring signiﬁcantly
more leasing related costs to be expensed up front.
ASU 2016-02 is effective for the Company in the ﬁrst
quarter of ﬁscal 2020, and we are currently assessing
the impact this standard will have on the Company’s
consolidated ﬁnancial statements.

In August 2016, the FASB issued ASU 2016-15 that

provides guidance, amongst other things, on classiﬁcation
of cash distributions received from equity method
investments, including unconsolidated joint ventures.
The ASU provides two approaches to determine
the classiﬁcation of cash distributions received: (i)
the “cumulative earnings” approach, under which
distributions up to the amount of cumulative equity in

The Company’s investments in real estate, net
of depreciation, were composed of the following at
October 31, 2017 and 2016 (in thousands):

Consolidated

Investment Unconsolidated
Joint Ventures
$38,049
—
$38,049

Properties
$885,069
10,313
$895,382

2017
Totals
$923,118
10,313
$933,431

2016
Totals
$872,292
10,417
$882,709

Retail
Ofﬁce

The Company’s investments at October 31, 2017 consisted

of equity interests in 81 properties. The 81 properties are
located in various regions throughout the northeastern part
of the United States with a concentration in the metropolitan
New York tri-state area outside of the City of New York.
The Company’s primary investment focus is neighborhood
and community shopping centers located in the region
just described. 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.

(3) INVESTMENT PROPERTIES

The components of the properties consolidated in the

ﬁnancial statements are as follows (in thousands):

Land
Buildings and improvements

Accumulated depreciation

October 31,
2017

2016
$ 218,501 $ 187,676
829,162
1,016,838
(186,098)
$ 830,740

871,901
1,090,402
(195,020)
$ 895,382

Space at the Company’s 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 for the Company’s consolidated properties
totaling $525.0 million become due as follows (in millions):
2018—$89.3; 2019—$82.2; 2020—$72.3; 2021—$62.6;
2022—$51.8; and thereafter—$166.8.

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 1.00% of
consolidated revenues in each of the three years ended
October 31, 2017.

Signiﬁcant Investment Property Transactions

In July 2017, the Company, through a wholly owned
subsidiary, purchased for $8.2 million a 26,500 square foot
shopping center located in Waldwick, NJ (“Waldwick
Property”). The Company funded the purchase with
available cash and the assumption of an environmental
remediation obligation in the amount of $3.3 million which
is included in other liabilities on the October 31, 2017
consolidated balance sheet.

In March 2017, the Company, through a wholly owned
subsidiary, purchased for $7.1 million a 36,500 square foot

URSTADT BIDDLE PROPERTIES INC.

grocery-anchored shopping center located in Passaic, NJ
(“Passaic Property”). The Company funded the purchase
with available cash, the assumption of a mortgage note
secured by the property in the amount of $3.5 million (see
note 5) and proceeds from the sale of the Company’s White
Plains, NY property (see note 1).

In March 2017, the Company purchased the Fairﬁeld
Property for $3.1 million. The Fairﬁeld property is a 12,900
square foot single tenant property located in Fairﬁeld, CT.
In July 2017, the Company reached agreement with the one
tenant to terminate its lease with the Company, and this
property was sold in July 2017 (see note 1).

In January 2017, the Company, through a wholly owned
subsidiary, purchased for $9.0 million a 38,800 square foot
grocery-anchored shopping center located in Derby, CT
(“Derby Property”). The Company funded the purchase
with a combination of available cash and borrowings on its
Unsecured Revolving Credit Facility (the “Facility”).

The Company evaluated the above transactions under
the new framework for determining whether an integrated
set of assets and activities meets the deﬁnition of a
business, pursuant to ASU 2017-01, which the Company
early-adopted effective November 1, 2016. Acquisitions
that do not meet the deﬁnition of a business are accounted
for as asset acquisitions (see note 1).

Accordingly, the Company accounted for the purchase
of the Derby Property, the Passaic Property, the Fairﬁeld
Property, the Waldwick Property, and four properties
acquired through a joint venture, which the Company
consolidates (see note 6), as asset acquisitions and allocated
the total consideration transferred for the acquisitions,
including transaction costs, to the individual assets and
liabilities acquired on a relative fair value basis.

The ﬁnancial information set forth below summarizes
the Company’s purchase price allocation for the properties
acquired during the ﬁscal year ended October 31, 2017 (in
thousands).

Assets:
Land
Building and improvements
In-place leases
Above market leases

Liabilities:
In-place leases
Below Market Leases

Derby

Passaic

Fairﬁeld Waldwick High Ridge

Chase

CVS

Dumont

$ 651
$7,652
$ 771
$ —

$ —
$ —

$2,038
$5,614
$ 480
$ —

$ —
$ 769

$ 572
$1,323
$ 80
$1,090

$ —
$ —

$2,740
$5,528
$ 203
$ 37

$ —
$ 157

$17,163
$43,640
$ 1,552
$ 335

$2,376
$1,458
$ 121
$ 288

$2,295
$2,700
$ 181
$ —

$ 6,646
$15,341
$ 1,478
$ 20

$ —
$ 263

$ —
$ —

$ —
$ 373

$ —
$ 844

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the operating results

included in the Company’s historical consolidated
statements of income for the properties acquired during
the ﬁscal year ended 2017 (in thousands).

Assets:
In-place leases
Above market leases

Newﬁeld Green

970 High Ridge Road

$ 961
$ 118

$ —
$ 1,061

$62
$—

$—
$74

Year Ended
October 31, 2017
$6,825

Liabilities:
In-place leases
Below market leases

Revenues
Net income attributable to

Urstadt Biddle Properties Inc.

$1,846

The value of above and below market leases are

Prior to adopting ASU 2017-01, the Company acquired

two properties in ﬁscal 2016, which were accounted for
as business combinations as required by ASC Topic 805.
ASC Topic 805 required the fair value of the real estate
purchased to be 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). Acquisition costs related to the
business combinations were expensed as incurred.

In October 2016, the Company purchased, for $13.3
million, the 27,000 square foot 970 High Ridge Road
shopping center located in Stamford, CT (“High Ridge
Road Property”). The Company funded the purchase
with available cash. In conjunction with the purchase,
the Company incurred acquisition costs totaling $61,000,
which have been expensed in the year ended October 31,
2016 consolidated statement of income.

In July 2016, the Company purchased, for $45.3 million,

the 72,000 square foot Newﬁeld Green shopping center
located in Stamford, CT (“Newﬁeld Property”). The
Company funded the purchase with a combination of
available cash, borrowings on its Facility and proceeds
generated by placing a non-recourse ﬁrst mortgage on the
property in the approximate amount of $22.7 million (see
note 5). In conjunction with the purchase, the Company
incurred acquisition costs totaling $185,000, which
have been expensed in the year ended October 31, 2016
consolidated statement of income.

In ﬁscal 2017, the Company completed the process
of analyzing the fair value of the acquired assets and
liabilities, including intangible assets and liabilities,
for the Newﬁeld Green and the 970 High Ridge Road
properties acquired in 2016 and has made the following
purchase price adjustments to land and building based on
the fair market value of intangible assets acquired when
the properties were purchased (in thousands).

amortized as a reduction/increase to base rental revenue
over the term of the respective leases. The value of in-
place leases described above are amortized as an expense
over the terms of the respective leases.

For the ﬁscal year ended October 31, 2017, 2016 and
2015, the net amortization of above-market and below-
market leases was approximately $223,000, $157,000 and
$415,000, respectively, which is included in base rents in
the accompanying consolidated statements of income.

In Fiscal 2017, the Company incurred costs
of approximately $9.7 million related to capital
improvements and leasing costs to its properties.

(4) MORTGAGE NOTE RECEIVABLE

In October 2016, the Company, through a wholly owned
subsidiary originated a loan in the amount of $13.5 million
secured by a ﬁrst mortgage on a shopping center located in
Rockland County, NY. The loan required payments to the
Company of interest only recognized on the effective yield
method at the rate of one-month LIBOR plus 3.25% per
annum. The loan matured in October 2017 and was repaid.

5) MORTGAGE NOTES PAYABLE, BANK LINES

OF CREDIT AND OTHER LOANS
At October 31, 2017, the Company has mortgage notes

payable and other loans that are due in installments
over various periods to ﬁscal 2031. The mortgage loans
bear interest at rates ranging from 3.4% to 6.6% and are
collateralized by real estate investments having a net
carrying value of approximately $570.8 million.

Combined aggregate principal maturities of mortgage
notes payable during the next ﬁve years and thereafter are
as follows (in thousands):

2018
2019
2020
2021
2022
Thereafter

Principal

Scheduled
Repayments Amortization
$ 6,391
6,197
5,848
6,200
5,503
9,656
$39,795

$ 9,904
26,880
—
—
49,486
171,006
$257,276

Total
$ 16,295
33,077
5,848
6,200
54,989
180,662
$297,071

URSTADT BIDDLE PROPERTIES INC.

The Company has a $100 million unsecured revolving
credit facility with a syndicate of three banks led by The
Bank of New York Mellon, as administrative agent. The
syndicate also includes Wells Fargo Bank N.A. and Bank
of Montreal (co-syndication agent). The Facility gives the
Company the option, under certain conditions, to increase
the Facility’s borrowing capacity up to $150 million
(subject to lender approval). The maturity date of the
Facility is August 23, 2020 with a one-year extension at the
Company’s option. Borrowings under the Facility can be
used for general corporate purposes and the issuance of
letters of credit (up to $10 million). Borrowings will bear
interest at the Company’s option of Eurodollar rate plus
1.35% to 1.95% or The Bank of New York Mellon’s prime
lending rate plus 0.35% to 0.95% based on consolidated
indebtedness, as deﬁned. The Company pays a quarterly
fee on the unused commitment amount of 0.15% to 0.25%
per annum 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, 2017.

As of October 31, 2017, $95 million was available to be

drawn on the Facility.

In August 2017, the Company, through a wholly

owned subsidiary, assumed an existing non-recourse ﬁrst
mortgage loan encumbering the Washington Commons
Property (see note 6) with a balance of $10 million. The
mortgage loan requires monthly payments of principal and
interest at the ﬁxed rate of 3.87% per annum. The mortgage
matures on April 1, 2018.

In July 2017, the Company, through a wholly owned
subsidiary, repaid at maturity the existing $44 million
ﬁrst mortgage loan encumbering its Ridgeway property,
located in Stamford, CT, with available cash and a $33
million borrowing on its Facility. Subsequently in July,
the Company placed a new $50 million non-recourse ﬁrst
mortgage loan encumbered by the subject property and
used a portion of the proceeds to repay the $33 million
borrowing on the Facility. The new loan has a term of 10
years and requires payments of principal and interest at the
rate of LIBOR plus 1.90% based on a 30-year amortization.
The Company entered into an interest rate swap agreement
with the lender as the counterparty which converts the
variable interest rate (based on LIBOR) to a ﬁxed rate of
3.398% per annum.

In March 2017, the Company, through a wholly

owned subsidiary, assumed an existing non-recourse ﬁrst
mortgage loan encumbering the Passaic Property (see
note 3) with a balance of $3.5 million. The mortgage loan
requires monthly payments of principal and interest at the
ﬁxed rate of 4.64% per annum. The mortgage matures on
October 7, 2022.

During the ﬁscal years ended October 31, 2017 and

In March 2017, the Company, through a wholly

2016, the Company borrowed $52 million and $52 million,
respectively, on its Facility to fund capital improvements,
the repayment of the Company’s mortgage encumbering
its Stamford Property (see below) and property
acquisitions. During the ﬁscal years ended October 31, 2017
and 2016, the Company re-paid $56.0 million and $66.8
million, respectively, on its Facility with mortgage proceeds
from reﬁnancing the mortgage on the Company’s Stamford
property (see below) and available cash.

In October 2017, the Company, through a subsidiary
(see note 6), reﬁnanced its $6.1 million non-recourse ﬁrst
mortgage loan secured by our Orangeburg property
with the existing lender. The new mortgage requires
payments of interest only for the ﬁrst ﬁve years at the rate
of LIBOR plus 2.15%; in years six and seven of the term,
the mortgage requires monthly principal payments of
$10,000 per month and interest at the aforementioned rate.
Concurrent with entering into the mortgage, the Company
also entered into an interest rate swap contract with the
lender as the counterparty, which will convert the variable
interest rate (based on LIBOR) to a ﬁxed rate of 4.48% per
annum. The mortgage matures on October 1, 2024.

owned subsidiary, assumed an existing non-recourse ﬁrst
mortgage loan encumbering the High Ridge Shopping
Center (see note 6) with a balance of $10 million. The
mortgage loan requires monthly payments of interest
only at the ﬁxed rate of 3.65% per annum. The mortgage
matures on March 1, 2025.

In March 2017, the Company, through a wholly

owned subsidiary, assumed an existing non-recourse ﬁrst
mortgage loan encumbering the CVS Property (see note 6)
with a balance of $1.2 million. The mortgage loan
requires monthly payments of principal and interest at
the ﬁxed rate of 4.75% per annum. The mortgage matures
on June 1, 2037.

In September 2016, the Company reﬁnanced its $7.2

million mortgage secured by 2 properties with the existing
lender. The new mortgage principal balance is $11 million
and has a term of 10 years and requires payments of
principal and interest at the rate of LIBOR plus 2.00%.
Concurrent with entering into the mortgage, the Company
also entered into an interest rate swap contract, with the
lender as the counterparty, which converted the variable
interest rate (based on LIBOR) to a ﬁxed rate of 3.475%
per annum.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In July 2016, the Company placed a $22.7 million

mortgage secured by its Newﬁeld Green shopping center
located in Stamford, CT. The mortgage has a term of ﬁfteen
years and requires payments of principal and interest at the
ﬁxed rate of 3.89% per annum.

In May 2016, the Company repaid a $7.5 million

mortgage that was secured by its Bloomﬁeld, NJ property.
Interest paid in the years ended October 31, 2017, 2016,
and 2015 was approximately $12.9 million, $13.1 million
and $13.4 million, respectively.

(6) CONSOLIDATED JOINT VENTURES

AND REDEEMABLE NONCONTROLLING
INTERESTS

The Company has an investment in ﬁve joint ventures,
UB Ironbound, LP (“Ironbound”), UB Orangeburg, LLC
(“Orangeburg”), McLean Plaza Associates, LLC
(“McLean”) and UB Dumont I, LLC (“Dumont”), each
of which owns a commercial retail property, and UB
High Ridge, LLC (“UB High Ridge”), which owns three
commercial real estate properties. The Company has
evaluated its investment in these ﬁve joint ventures
and has concluded that these joint ventures are fully
controlled by the Company and that the presumption of
control is not offset by any rights of any of the limited
partners or non-controlling members in these ventures
and that the joint ventures should be consolidated into
the consolidated ﬁnancial statements of the Company
in accordance with ASC Topic 810 “Consolidation”.
The Company’s investment in these consolidated joint
ventures is more fully described below:

Ironbound (Ferry Plaza)

The Company, through a wholly owned subsidiary, is

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

The Ironbound limited partnership has a deﬁned
termination date of December 31, 2097. The partners in
Ironbound are entitled to receive an annual cash preference
payable from available cash of the partnership. Any unpaid
preferences accumulate and are paid from future cash, if
any. The balance of available cash, if any, is distributed
in accordance with the respective partner’s interests.
Upon liquidation of Ironbound, proceeds from the sale
of partnership assets are to be distributed in accordance
with the respective partnership interests. The limited
partners are not obligated to make any additional capital
contributions to the partnership.

Orangeburg

The Company, through a wholly owned subsidiary,
is the managing member and owns a 40.6% interest in

Orangeburg, which owns a drug store-anchored shopping
center. The other member (non-managing) of Orangeburg
is the prior owner of the contributed property who, in
exchange for contributing the net assets of the property,
received units of Orangeburg equal to the value of the
contributed property less the value of the assigned ﬁrst
mortgage payable. The Orangeburg operating agreement
provides for the non-managing member to receive an
annual cash distribution equal to the regular quarterly
cash distribution declared by the Company for one share
of the Company’s Class A Common stock, which amount
is attributable to each unit of Orangeburg ownership.
The annual cash distribution is paid from available cash,
as deﬁned, of Orangeburg. The balance of available
cash, if any, is fully distributable to the Company. Upon
liquidation, proceeds from the sale of Orangeburg assets
are to be distributed in accordance with the operating
agreement. The non-managing member is not obligated
to make any additional capital contributions to the
partnership. Orangeburg has a deﬁned termination date
of December 31, 2097. Since purchasing this property,
the Company has made additional investments in the
amount of $5.7 million in Orangeburg and as a result as
of October 31, 2017 its ownership percentage has increased
to 40.6% from approximately 2.92% at inception.

McLean Plaza

The Company, through a wholly owned subsidiary,

is the managing member and owns a 53% interest in
McLean Plaza Associates, LLC, a limited liability company
(“McLean”), which owns a grocery-anchored shopping
center. The McLean operating agreement provides for the
non-managing members to receive a ﬁxed annual cash
distribution equal to 5.05% of their invested capital. The
annual cash distribution is paid from available cash, as
deﬁned, of McLean. The balance of available cash, if any,
is fully distributable to the Company. Upon liquidation,
proceeds from the sale of McLean assets are to be
distributed in accordance with the operating agreement.
The non-managing members are not obligated to make any
additional capital contributions to the entity.

UB High Ridge

In March 2017, the Company acquired an 8.80% interest in
UB High Ridge, LLC (“UB High Ridge”) for a net investment
of $5.5 million. UB High Ridge owns three commercial real
estate properties, High Ridge Shopping Center, a grocery-
anchored shopping center, (“High Ridge”) and two single
tenant commercial retail properties, one leased to JP Morgan
Chase (“Chase Property”) and one leased to CVS (“CVS
Property”). Two of the properties are located in Stamford, CT
and one in Greenwich, CT. High Ridge is a grocery-anchored
shopping center anchored by a Trader Joes grocery store. The
properties were contributed to the new entities by the former

URSTADT BIDDLE PROPERTIES INC.

owners who received units of ownership of UB High Ridge
equal to the value of properties contributed less liabilities
assumed (see note 5). The UB High Ridge operating
agreement provides for the non-managing members to
receive an annual cash distribution, currently equal to
5.46% of their invested capital.

(7) INVESTMENTS IN AND ADVANCES TO
UNCONSOLIDATED JOINT VENTURES
At October 31, 2017 and 2016, investments in and

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

UB Dumont I, LLC

In August 2017, the Company acquired a 31.4% interest

in UB Dumont I, LLC (“Dumont”) for a net investment
of $3.9 million. Dumont owns a retail and residential real
estate property, which retail portion is anchored by a
Stop and Shop grocery store. The property is located
in Dumont, NJ. The property was contributed to the
new entity by the former owners who received units of
ownership of Dumont equal to the value of contributed
property less liabilities assumed (see note 4). The Dumont
operating agreement provides for the non-managing
members to receive an annual cash distribution, currently
equal to 5.05% of their invested capital.

Noncontrolling interests:

The Company accounts for noncontrolling interests
in accordance with ASC Topic 810, “Consolidation.”
Because the limited partners or noncontrolling members
in Ironbound, Orangeburg, McLean, UB High Ridge and
Dumont have the right to require the Company to redeem
all or a part of their limited partnership or limited liability
company units for cash, or at the option of the Company
shares of its Class A Common stock, at prices as deﬁned
in the governing agreements, the Company reports the
noncontrolling interests in the consolidated joint ventures
in the mezzanine section, outside of permanent equity, of
the consolidated balance sheets at redemption value which
approximates fair value. The value of the Orangeburg,
McLean and a portion of the UB High Ridge and Dumont
redemptions are based solely on the price of the Company’s
Class A Common stock on the date of redemption. For
the years ended October 31, 2017 and 2016, the Company
adjusted the carrying value of the non-controlling interests
by $(666,000) and $2.3 million, respectively, with the
corresponding adjustment recorded in stockholders’ equity.

The following table sets forth the details of the

Company’s redeemable non-controlling interests (amounts
in thousands):

Beginning Balance
Initial UB High Ridge

Noncontrolling Interest-Net
Initial Dumont Noncontrolling

Interest-Net

Change in Redemption Value
Ending Balance

October 31,

2017
$18,253

2016
$15,955

55,217

—

8,557
(666)
$81,361

—
2,298
$18,253

October 31,

2017

2016

Chestnut Ridge and Plaza 59
Shopping Centers (50.0%)

Gateway Plaza (50%)
Putnam Plaza Shopping Center (66.67%)
Midway Shopping Center, L.P.

(11.642%)

Applebee’s at Riverhead (50%)
81 Pondﬁeld Road Company (20%)
Total

$18,032
6,873
5,968

4,639
1,814
723
$38,049

$18,200
7,160
5,970

4,856
1,560
723
$38,469

Chestnut Ridge and Plaza 59 Shopping Centers

The Company, through two wholly owned subsidiaries,

owns a 50% undivided tenancy-in-common equity
interest in the 76,000 square foot Chestnut Ridge Shopping
Center located in Montvale, New Jersey (“Chestnut”),
which is anchored by a Fresh Market grocery store, and
the 24,000 square foot Plaza 59 Shopping Center located in
Spring Valley, New York (“Plaza 59”), which is anchored
by a local grocer.

Gateway Plaza and Applebee’s at Riverhead

The Company, through two wholly owned subsidiaries,
owns a 50% undivided tenancy-in-common equity interest
in the Gateway Plaza Shopping Center (“Gateway”)
and Applebee’s at Riverhead (“Applebee’s”). Both
properties are located in Riverhead, New York (together
the “Riverhead Properties”). Gateway, a 198,500 square
foot shopping center anchored by a 168,000 square foot
Walmart which also has 27,000 square feet of in-line space
that is partially leased and a newly constructed 3,500
square foot outparcel that is leased. Applebee’s has a 5,400
square foot free standing Applebee’s restaurant with a
newly constructed 7,200 square foot pad site that is leased.
Gateway is subject to a $12.7 million non-recourse ﬁrst
mortgage. The mortgage matures on March 1, 2024 and
requires payments of principal and interest at a ﬁxed rate
of interest of 4.2% per annum.

Putnam Plaza Shopping Center

The Company, through a wholly owned subsidiary,
owns a 66.67% undivided tenancy-in-common equity
interest in the 189,000 square foot Putnam Plaza Shopping
Center (“Putnam Plaza”), which is anchored by a Tops
grocery store.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Putnam Plaza has a ﬁrst mortgage payable in the amount
of $19.0 million. The mortgage requires monthly payments
of principal and interest at a ﬁxed rate of 4.17% and will
mature in 2019.

Midway Shopping Center, L.P.

The Company, through a wholly owned subsidiary,
owns an 11.642% equity interest in Midway Shopping
Center L.P. (“Midway”), which owns a 247,000 square
foot grocery-anchored shopping center in Westchester
County, New York. Although the Company only has an
11.642% 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 but does not control the
venture and accounts for its investment in Midway under
the equity method of accounting.

The Company has allocated the $7.4 million excess of
the carrying amount of its investment in and advances to
Midway over the Company’s share of Midway’s net book
value to real property and is amortizing the difference over
the property’s estimated useful life of 39 years.

Midway currently has a non-recourse ﬁrst mortgage
payable in the amount of $28.4 million. The loan requires
payments of principal and interest at the rate of 4.80% per
annum and will mature in 2027.

81 Pondﬁeld Road Company

The Company’s other investment in an unconsolidated

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

The Company accounts for the above investments
under the equity method of accounting since it exercises
signiﬁcant inﬂuence, but does not control the joint
ventures. The other venturers in the joint ventures
have substantial participation rights in the ﬁnancial
decisions and operation of the ventures or properties,
which preclude the Company from consolidating the
investments. The Company has evaluated its investment
in the joint ventures and has concluded that the joint
ventures are not VIE’s. Under the equity method of
accounting the initial investment is recorded at cost
as an investment in unconsolidated joint venture, and
subsequently adjusted for equity in net income (loss)
and cash contributions and distributions from the
venture. Any difference between the carrying amount
of the investment on the Company’s balance sheet
and the underlying equity in net assets of the venture is
evaluated for impairment at each reporting period.

(8) STOCKHOLDERS’ EQUITY

Authorized Stock

The Company’s Charter authorizes up to 200,000,000

shares of various classes of stock. The total number of
shares of authorized stock consists of 100,000,000 shares
of Class A Common Stock, 30,000,000 shares of Common
Stock, 50,000,000 shares of Preferred Stock, and 20,000,000
shares of Excess Stock.

Preferred Stock

The 6.75% Series G Senior Cumulative Preferred Stock
(“Series G Preferred Stock”) is non-voting, has no stated
maturity and is redeemable for cash at $25 per share at
the Company’s option on or after October 28, 2019. The
holders of our Series G Preferred Stock have general
preference rights with respect to liquidation and quarterly
distributions. Except under certain conditions, holders of
the Series G Preferred Stock will not be entitled to vote
on most matters. In the event of a cumulative arrearage
equal to six quarterly dividends, holders of Series G
Preferred Stock, together with all of the Company’s other
Series of preferred stock (voting as a single class without
regard to series) will have the right to elect two additional
members to serve on the Company’s Board of Directors
until the arrearage has been cured. Upon the occurrence
of a Change of Control, as deﬁned in the Company’s
Articles Supplementary to the Charter, the holders of the
Series G Preferred Stock will have the right to convert
all or part of the shares of Series G Preferred Stock held
by such holders on the applicable conversion date into
a number of the Company’s shares of Class A Common
stock. Underwriting commissions and costs incurred in
connection with the sale of the Series G Preferred Stock
are reﬂected as a reduction of additional paid in capital.

During ﬁscal 2017, the Company completed the public

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 H Preferred Stock will have the right to convert
all or part of the shares of Series H 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 H Preferred Stock
are reﬂected as a reduction of additional paid in capital.
In October 2017, we redeemed all of the outstanding
shares of our $25 Series F Cumulative Preferred Stock
with a liquidation preference $25 per share. As a result
we recognized a charge of $4.1 million on our
consolidated statement of income for the ﬁscal year ended
October 31, 2017, which represents the difference between
redemption value and carrying value net of original
deferred issuance costs.

Common Stock

In July and August 2016, the Company sold 3,162,500

shares of Class A Common Stock in an underwritten
follow-on common stock offering for $23.29 per share
and raised net proceeds of $73.7 million.

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 2017, the Company issued 4,705
shares of Common Stock and 5,399 shares of Class A
Common Stock (4,988 shares of Common Stock and 5,854
shares of Class A Common Stock in ﬁscal 2016) through
the DRIP. As of October 31, 2017, there remained 342,934
shares of Common Stock and 398,916 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

URSTADT BIDDLE PROPERTIES INC.

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 2 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.

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.

Stock Repurchase

The Board of Directors of the Company has approved a
share repurchase program (“Program”) for the repurchase
of up to 2,000,000 shares, in the aggregate, of Common
stock, Class A Common stock and Series F Cumulative
Preferred stock and Series G Cumulative Preferred stock in
open market transactions.

The Company has repurchased 4,600 shares of Common

Stock and 913,331 shares of Class A Common Stock under
the Program. For the year ended October 31, 2017, the
Company did not repurchase any shares under the Program.

(9) STOCK COMPENSATION AND OTHER

BENEFIT PLANS

Restricted Stock Plan

The Company has a Restricted Stock Plan that

provides a form of equity compensation for employees
of the Company. The Plan, which is administered by the
Company’s compensation committee, authorizes grants of
up to an aggregate of 4,500,000 shares of the Company’s
common equity consisting of 350,000 Common shares,
350,000 Class A Common shares and 3,800,000 shares,
which at the discretion of the compensation committee,
may be awarded in any combination of Class A Common
shares or Common shares.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In ﬁscal 2017, the Company awarded 152,100 shares of

Common Stock and 96,225 shares of Class A Common
Stock to participants in the Plan. The grant date fair value
of restricted stock grants awarded to participants in
2017 was approximately $5.2 million. As of October 31,
2017, there was $13.6 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 4.7 years. For the years ended
October 31, 2017, 2016 and 2015, amounts charged to
compensation expense totaled $4,156,000, $4,426,000 and
$4,121,000, respectively.

A summary of the status of the Company’s non-vested
restricted stock awards as of October 31, 2017, and changes
during the year ended October 31, 2017 is presented below:

Non-vested at October 31, 2016
Non-vested at October 31, 2014
Granted
Vested

Granted
Vested
Forfeited
Non-vested at October 31, 2015

Non-vested at October 31, 2017

Forfeited

Common Shares

Weighted-
Average
Grant Date
Fair Value
$16.77
$19.28
$17.21
—
$17.02

Shares
1,258,000
152,100
(135,950)
—
1,274,150

Class A Common Shares
Weighted-
Average
Grant Date
Fair Value
$19.40
$24.07
$19.81
$21.54
$20.60

Shares
384,600
96,225
(62,150)
(6,400)
412,275

Proﬁt Sharing and Savings Plan

The Company has a proﬁt sharing and savings plan

• Level 1—Quoted prices for identical instruments in

(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 $208,000, $187,000 and $150,000 in
each of the three years ended October 31, 2017, 2016 and
2015, respectively. 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.

(10) 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:

active markets

• Level 2—Quoted prices for similar instruments in

active markets; quoted prices for identical or similar
instruments in markets that are not active; and model-
derived valuations in which signiﬁcant value drivers
are observable

• Level 3—Valuations derived from valuation techniques

in which signiﬁcant value drivers are unobservable

The Company calculates the fair value of the redeemable

noncontrolling interests based on either quoted market
prices on national exchanges for those interests based on
the Company’s Class A Common stock or unobservable
inputs considering the assumptions that market participants
would make in pricing the obligations. The inputs used
include an estimate of the fair value of the cash ﬂow
generated by the limited partnership or limited liability
company in which the investor owns the joint venture
units capitalized at prevailing market rates for properties
with similar characteristics or located in similar areas.
The fair values of interest rate swaps are determined
using widely accepted valuation techniques, including
discounted cash ﬂow analysis, on the expected cash ﬂows
of each derivative. The analysis reﬂects the contractual
terms of the swaps, including the period to maturity, and

URSTADT BIDDLE PROPERTIES INC.

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, 2017 and 2016, that the fair value associated
with the “signiﬁcant unobservable inputs” relating to the
Company’s risk of non-performance was insigniﬁcant to
the overall fair value of the interest rate swap agreements

and, as a result, the Company has determined that the
relevant inputs for purposes of calculating the fair value
of the interest rate swap agreements, in their entirety, were
based upon “signiﬁcant other observable inputs”.

The Company measures its redeemable noncontrolling
interests and interest rate swap derivatives at fair value on
a recurring basis. The fair value of these ﬁnancial assets
and liabilities was determined using the following inputs
at October 31, 2017 and 2016 (amounts in thousands):

Fiscal Year Ended October 31, 2017
Assets:

Interest Rate Swap Agreements

Liabilities:

Interest Rate Swap Agreements
Redeemable noncontrolling interests

Fiscal Year Ended October 31, 2016
Assets:

Interest Rate Swap Agreements

Liabilities:

Interest Rate Swap Agreements
Redeemable noncontrolling interests

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

Signiﬁcant
Other
Observable
Inputs
(Level 2)

Signiﬁcant
Unobservable
Inputs
(Level 3)

$ —

$ —
$23,709

$ —

$ —
$14,407

$ 3,316

$ 574
$53,788

$ 423

$ 1,726
$ —

$ —

$ —
$3,864

$ —

$ —
$3,846

Total

$ 3,316

$ 574
$81,361

$ 423

$ 1,726
$18,253

Fair market value measurements based upon Level 3
inputs changed (in thousands) from $2,851 at
November 1, 2015 to $3,846 at October 31, 2016 as a
result of a $995 increase in the redemption value of the
Company’s noncontrolling interest in Ironbound in
accordance with the application of ASC Topic 810. Fair
market value measurements based upon Level 3 inputs
changed from $3,846 at November 1, 2016 to $3,864
at October 31, 2017 as a result of a $18 increase in the
redemption value of the Company’s noncontrolling
interest in Ironbound in accordance with the application
of ASC Topic 810.

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents,

restricted cash, mortgage note receivable, tenant
receivables, prepaid expenses, other assets, accounts
payable and accrued expenses, are reasonable estimates of
their fair values because of the short-term nature of these
instruments. The carrying value of the Facility is deemed

to be at fair value since the outstanding debt is directly
tied to monthly LIBOR contracts. Mortgage notes payable
that were assumed in property acquisitions were recorded
at their fair value at the time they were assumed.

The estimated fair value of mortgage notes payable
and other loans was approximately $296 million and
$287 million at October 31, 2017 and October 31, 2016,
respectively. The estimated fair value of mortgage notes
payable is based on discounting the future cash ﬂows at a
year-end risk adjusted borrowing rates currently available
to the Company for issuance of debt with similar terms
and remaining maturities. These fair value measurements
fall within level 2 of the fair value hierarchy.

Although management is not aware of any factors
that would signiﬁcantly affect the estimated fair value
amounts from October 31, 2016, 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11) COMMITMENTS AND CONTINGENCIES

In the normal course of business, from time to time, the Company is involved in legal actions relating to the ownership

and operations of its properties. In management’s opinion, the liabilities, if any, that may ultimately result from such
legal actions are not expected to have a material adverse effect on the consolidated ﬁnancial position, results of operations
or liquidity of the Company.

At October 31, 2017, the Company had commitments of approximately $6.0 million for tenant-related obligations.

(12) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The unaudited quarterly results of operations for the years ended October 31, 2017 and 2016 are as follows

(in thousands, except per share data):

Revenues
Income from Continuing Operations
Net Income Attributable to

Urstadt Biddle Properties Inc.

Preferred Stock Dividends
Redemption of Preferred Stock
Net Income Applicable to Common

Year Ended October 31, 2017
Quarter Ended
Apr 30
$30,024
$27,919

July 31
$32,020
$10,613

Oct 31
$32,313
$ 9,696

Jan 31
$29,202
$ 7,204

Year Ended October 31, 2016
Quarter Ended
July 31
$28,276
$ 8,827

Jan 31 Apr 30
$29,166
$ 8,556

$27,451
$ 6,672

Oct 31
$31,899
$10,550

$ 6,982
(3,570)
—

$27,672
(3,571)
—

$ 9,631
(3,570)
—

$ 8,648
(4,249)
(4,075)

$ 6,447
(3,570)
—

$ 8,339
(3,570)
—

$ 8,610
(3,570)
—

$10,320
(3,570)
—

and Class A Common Stockholders

$ 3,412

$24,101

$ 6,061

$ 324

$ 2,877

$ 4,769

$ 5,040

$ 6,750

Per Share Data:
Basic:

Class A Common Stock
Common Stock

Diluted:

Class A Common Stock
Common Stock

$0.09
$0.08

$0.66
$0.58

$0.16
$0.15

$0.01
$0.01

$0.09
$0.08

$0.14
$0.13

$0.15
$0.13

$0.18
$0.16

$0.09
$0.08

$0.64
$0.57

$0.16
$0.14

$0.01
$0.01

$0.08
$0.08

$0.14
$0.12

$0.15
$0.13

$0.18
$0.16

Amounts may not equal full year results due to rounding.
Certain prior period amounts are reclassiﬁed to correspond to current period presentation.

(13) SUBSEQUENT EVENTS

On December 14, 2017, the Board of Directors of the Company declared cash dividends of $0.24 for each share of
Common Stock and $0.27 for each share of Class A Common Stock. The dividends are payable on January 19, 2018 to
stockholders of record on January 5, 2018. The Board of Directors also ratiﬁed the actions of the Company’s compensation
committee authorizing awards of 152,700 shares of Common Stock and 103,800 shares of Class A Common Stock to
certain ofﬁcers, directors and employees of the Company effective January 2, 2018, pursuant to the Company’s restricted
stock plan. The fair value of the shares awarded totaling $5.0 million will be charged to expense over the requisite service
periods (see note 1).

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

URSTADT BIDDLE PROPERTIES INC.

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, 2017 and 2016 and the related consolidated statements of income, comprehensive income,
stockholders’ equity, and cash ﬂows for each of the three years in the period ended October 31, 2017. These
consolidated ﬁnancial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these consolidated 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 consolidated ﬁnancial statements referred to above present fairly, in all material respects, the
consolidated ﬁnancial position of Urstadt Biddle Properties Inc. at October 31, 2017 and 2016, and the consolidated
results of its operations and its cash ﬂows for each of the three years in the period ended October 31, 2017, 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, 2017 based on criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) and our report dated January 11, 2018 expressed an unqualiﬁed opinion thereon.

New York, New York
January 11, 2018

PKF O’Connor Davies, LLP

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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.

SPECIAL NOTE REGARDING FORWARD-
LOOKING STATEMENTS

This Annual Report contains certain forward-looking

statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Such
statements can generally be identiﬁed by such words
as “anticipate,” “believe,” “can,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “seek,”
“should,” “will” or variations of such words or other
similar expressions and the negatives of such words.
All statements included in this report that address
activities, events or developments that we expect, believe
or anticipate will or may occur in the future, including
such matters as future capital expenditures, dividends
and acquisitions (including the amount and nature
thereof), business strategies, expansion and growth of
our operations and other such matters, are forward-
looking statements. These statements are based on
certain assumptions and analyses made by us in light of
our experience and our perception of historical trends,
current conditions, expected future developments and
other factors we believe are appropriate. Such statements
are inherently subject to risks, uncertainties and other
factors, many of which cannot be predicted with accuracy
and some of which might not even be anticipated. Future
events and actual results, performance or achievements,
ﬁnancial and otherwise, may differ materially from
the results, performance or achievements expressed
or implied by the forward-looking statements. Risks,
uncertainties and other factors that might cause such
differences, some of which could be material, include,
but are not limited to:

• economic and other market conditions, including
local real estate and market conditions, that could
impact us, our properties or the ﬁnancial stability
of our tenants;

• ﬁnancing risks, such as the inability to obtain debt
or equity ﬁnancing on favorable terms, as well as
the level and volatility of interest rates;

• any difﬁculties in renewing leases, ﬁlling vacancies

or negotiating improved lease terms;

• the inability of the Company’s properties to generate

revenue increases to offset expense increases;
• environmental risk and regulatory requirements;
• risks of real estate acquisitions and dispositions
(including the failure of transactions to close);

• risks of operating properties through joint ventures

that we do not fully control;

• risks related to our status as a real estate investment
trust, including the application of complex federal
income tax regulations that are subject to change;

EXECUTIVE SUMMARY

Overview

We are a fully integrated, self-administered real estate
company that has elected to be a REIT for federal income
tax purposes, engaged in the acquisition, ownership
and management of commercial real estate, primarily
neighborhood and community shopping centers, with
a concentration in the metropolitan New York tri-state
area outside of the City of New York. Other real estate
assets include ofﬁce properties, single tenant retail
or restaurant properties and ofﬁce/retail mixed use
properties. Our major tenants include supermarket
chains and other retailers who sell basic necessities.

At October 31, 2017, we owned or had equity interests

in 81 properties, which include equity interests we
own in seven consolidated joint ventures and seven
unconsolidated joint ventures, containing a total
of 5.1 million square feet of Gross Leasable Area
(“GLA”). Of the properties owned by wholly owned
subsidiaries or joint venture entities that we consolidate,
approximately 92.7% was leased (93.3% at October 31,
2016). Of the properties owned by unconsolidated joint
ventures, approximately 97.7% was leased (98.4% at
October 31, 2016).

We have paid quarterly dividends to our shareholders

continuously since our founding in 1969 and have
increased the level of dividend payments to our
shareholders for 23 consecutive years.

We derive substantially all of our revenues from rents
and operating expense reimbursements received pursuant
to long-term leases and focus our investment activities
on community and neighborhood shopping centers,
anchored principally by regional supermarket or
pharmacy chains. We believe that because consumers
need to purchase food and other types of staple goods
and services generally available at supermarket or
pharmacy-anchored shopping centers, the nature of
our investments provides for relatively stable revenue
ﬂows even during difﬁcult economic times.

We have a conservative capital structure and we have

one $10.0 million mortgage maturing in April 2018.
Thereafter, we do not have any additional secured debt
maturing until May 2019.

We focus on increasing cash ﬂow, and consequently
the value of our properties, and seek continued growth
through strategic re-leasing, renovations and expansions
of our existing properties and selective acquisitions
of income-producing properties. Key elements of our
growth strategies and operating policies are to:

• acquire quality neighborhood and community

shopping centers in the northeastern part of the
United States with a concentration on properties
in the metropolitan New York tri-state area
outside of the City of New York, and unlock
further value in these properties with selective
enhancements to both the property and tenant mix,
as well as improvements to management and
leasing fundamentals. Our hope is to grow our
assets through acquisitions by 5% to 15% per year
on a dollar value basis subject to the availability of
acquisitions that meet our investment parameters;
• selectively dispose of underperforming properties

and re-deploy the proceeds into potentially
higher performing properties that meet our
acquisition criteria;

• invest in our properties for the long-term through
regular maintenance, periodic renovations and
capital improvements, enhancing their attractiveness
to tenants and customers, as well as increasing
their value;

• leverage opportunities to increase GLA at existing

properties, through development of pad sites
and reconﬁguring of existing square footage, to
meet the needs of existing or new tenants;
• proactively manage our leasing strategy by

aggressively marketing available GLA, renewing
existing leases with strong tenants, and replacing
weak ones when necessary, with an eye towards
securing leases that include regular or ﬁxed
contractual increases to minimum rents, replacing
below-market-rent leases with increased market
rents when possible and further improving the
quality of our tenant mix at our shopping centers;

• maintain strong working relationships with our

tenants, particularly our anchor tenants;

• maintain a conservative capital structure with low

leverage levels; and

• control property operating and administrative costs.

Our hope is to grow our assets through acquisitions
by 5% to 10% per year on a dollar value basis, subject
to the availability of acquisitions that meet our
investment parameters, although we cannot guarantee
that investment properties meeting our investment
speciﬁcations will be available to us.

URSTADT BIDDLE PROPERTIES INC.

Highlights of Fiscal 2017; Recent Developments

Set forth below are highlights of our recent property
acquisitions, other investments, property dispositions
and ﬁnancings:

• In September 2017, we completed the public

offering of 4,600,000 shares of 6.25% Series H Senior
Cumulative Preferred Stock (the “Series H Preferred
Stock”) at a price of $25 per share for net proceeds
of $111.3 million after underwriting discounts but
before offering expenses. These shares are nonvoting,
have no stated maturity and are redeemable for
cash at $25 per share at our option on or after
September 18, 2022. 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 $1.5625 per share per annum.
The holders of our Series H Preferred Stock have
general preference rights with respect to liquidation
and quarterly distributions. Except under certain
conditions holders of the Series H Preferred Stock
will not be entitled to vote on most matters. In the
event of a cumulative arrearage equal to six quarterly
dividends, holders of Series H Preferred Stock,
together with all of our 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 our Board of Directors until the arrearage
has been cured. Upon the occurrence of a Change of
Control, as deﬁned in our Articles of Incorporation,
the holder of the Series H Preferred Stock will have
the right to convert all or part of the shares of Series H
Preferred Stock held by such holder on the applicable
conversion date into a number of our shares of Class
A common stock.

• In August 2017, we acquired an approximate

31.4% equity interest in a newly formed entity, UB
Dumont I, LLC (“UB Dumont”). UB Dumont owns a
74,000 square foot commercial property anchored by a
Stop and Shop grocery store and also includes 19,000
square feet of apartments. We are the managing
member of UB Dumont and lease and manage the
property. The properties were contributed to UB
Dumont by the former owners, along with $10.0
million in mortgage debt secured by the property.
The interest rate on the assumed mortgage is 3.87%
per annum. The contributors received ownership
units of UB Dumont equal to the fair market value of
the net assets contributed, which equity at formation
was valued at $8.6 million. At the closing of the
acquisition, the property was 100% leased. Our initial
equity investment in UB Dumont at formation
totaled $3.9 million. The contributors of the property
(non-managing members of UB Dumont) are entitled

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

to receive an annual distribution on their invested
capital, initially at the rate of 5.05% per annum.
We will retain all of the cash ﬂow generated by the
three properties after the payment of debt service
and the aforementioned annual distribution to
the non-managing members. The non-managing
members have the right to require us to redeem their
units of ownership in UB Dumont at prices deﬁned
in the governing agreement. At inception of UB
Dumont, that price was $21 per unit of ownership
of UB Dumont.

• In July 2017, we sold for $1.2 million a single tenant
property located in Fairﬁeld, CT that we acquired
in March 2017 (see below), and realized a loss on
the sale of $729,000. Prior to the sale, we entered
into a lease termination agreement with the tenant
of the property. The agreement provided for the
tenant to pay us $3.2 million in exchange for being
released from all future obligations under its lease.
We received payment in July 2017 and recorded
the payment received as lease termination income,
as the payment met all of the revenue recognition
conditions under U.S. GAAP. In addition, when
the aforementioned property was acquired, we
allocated $1.2 million of the consideration paid to
this over-market lease. As a result of this termination,
we wrote-off the remaining $1.1 million asset as a
reduction of lease termination income for the year
ended October 31, 2017.

• In July 2017, we repaid at maturity the existing

$44 million ﬁrst mortgage loan encumbering our
Ridgeway property, located in Stamford, CT, with
available cash and a $33 million borrowing on our
Unsecured Revolving Credit Facility (the “Facility”).
Subsequently in July, we placed a new $50 million
non-recourse ﬁrst mortgage loan encumbered by the
subject property and used a portion of the proceeds
to repay the $33 million borrowing on the Facility.
The new loan has a term of 10 years and requires
payments of principal and interest at the rate of
LIBOR plus 1.9% based on a 25-year amortization. We
entered into an interest rate swap agreement with the
lender as the counterparty that converts the variable
interest rate (based on LIBOR) to a ﬁxed rate of
3.398% per annum.

• In July 2017, we purchased for $8.2 million a 26,500
square foot shopping center located in Waldwick,
NJ. We funded the purchase with available cash and
the assumption of an environmental remediation
obligation in the amount of $3.3 million which is
included in other liabilities on the October 31, 2017
consolidated balance sheet.

• In March 2017, we acquired an approximate 8.8%
equity interest in a newly formed entity, UB High
Ridge, LLC, (“UB High Ridge”). UB High Ridge
owns a shopping center, anchored by a Trader Joe’s
grocery store and two free-standing commercial
retail properties, one leased to JP Morgan Chase
and the other to CVS. Two of the properties are
located in Stamford, CT and one of the properties
is located in Greenwich, CT. The three properties
total approximately 99,400 square feet. We are the
managing member of UB High Ridge and will lease
and manage the properties. The properties were
contributed by the former owners, along with $11.2
million in aggregate mortgage debt secured by two of
the properties. The weighted average interest rate per
annum on the two assumed mortgages is 3.63% per
annum. The contributors received ownership units
of UB High Ridge equal to the fair market value of
the net assets contributed, which equity at formation
was valued at $55.2 million. At formation of UB
High Ridge, the three properties combined were
approximately 96.4% leased. Our initial equity
investment in UB High Ridge at formation totaled
$5.5 million. The contributors of the three properties
(non-managing members of UB High Ridge) are
entitled to receive an annual distribution on their
invested capital, initially at the rate of 5.46% per
annum. We will retain all of the cash ﬂow generated
by the three properties after the payment of debt
service and the aforementioned annual distribution
to the non-managing members. The non-managing
members have the right to require us to redeem
their units of ownership in UB High Ridge at prices
deﬁned in the governing agreement. At inception
of UB High Ridge, that price was $23.50 per unit of
ownership of UB High Ridge.

• Also in March 2017, we purchased for $3.1 million

a free-standing 12,900 square foot commercial
property located in Fairﬁeld, CT, which property
is leased by Walgreen’s. This property was sold in
July 2017 (see above).

• In March 2017, we completed the sale of our White

Plains property for a price of $56.6 million and
realized a gain on sale of the property in the amount
of $19.5 million.

• In March 2017, we, through a wholly owned

subsidiary, purchased for $7.1 million a 36,500 square
foot grocery-anchored shopping center located in
Passaic, NJ. In conjunction with the purchase, we
assumed a mortgage note secured by the property
in the amount of $3.5 million.

• In January 2017, we purchased for $9.0 million a

38,800 square foot grocery-anchored shopping center
located in Derby, CT.

Known Trends; Outlook

We believe that shopping center REITs face

opportunities and challenges that are both common to
and unique from other REITs and real estate companies.
As a shopping center REIT, we are focused on certain
challenges that are unique to the retail industry. In
particular, we recognize the challenges presented by
e-commerce to brick-and-mortar retail establishments,
including our tenants. However, we believe that
because consumers prefer to purchase food and other
staple goods and services available at supermarkets
in person, the nature of our properties makes them less
vulnerable to the encroachment of e-commerce than
other properties whose tenants may more directly
compete with the internet. Moreover, we believe the
nature of our properties makes them less susceptible
to economic downturns than other retail properties
whose anchor tenants are not supermarkets or other
staple goods providers. We note, however, that
many prospective in-line tenants are seeking smaller
spaces than in the past, as a result, in part, of internet
encroachment on their brick-and-mortar business. When
feasible, we actively work to place tenants that are less
susceptible to internet encroachment, such as restaurants,
ﬁtness centers, healthcare and personal services. We
continue to be sensitive to these considerations when
we establish the tenant mix at our shopping centers, and
believe that our strategy of focusing on supermarket
anchors is a strong one.

In the metropolitan tri-state area outside of New
York City, demographics (income, density, etc.) remain
strong and opportunities for new development, as
well as acquisitions, are competitive, with high barriers
to entry. We believe that this will remain the case for
the foreseeable future, and have focused our growth
strategy accordingly.

As a REIT, we are susceptible to changes in interest

rates, the lending environment, the availability of
capital markets and the general economy. For example,
some experts are predicting an increased interest
rate environment, which could negatively impact
the attractiveness of REIT stock to investors and our
borrowing activities. It is also possible, however, that
higher interest rates could signal a stronger economy,
resulting in greater spending by consumers. The impact
of such changes are difﬁcult to predict.

The U.S. Congress has passed sweeping tax reform

legislation that would make signiﬁcant changes to
corporate and individual tax rates and the calculation
of taxes, as well as international tax rules for U.S.
domestic corporations. As a REIT, we are generally not
required to pay federal taxes otherwise applicable to
regular corporations if we comply with the various tax
regulations governing REITs. Stockholders, however,

URSTADT BIDDLE PROPERTIES INC.

are generally required to pay taxes on REIT dividends.
Tax reform legislation would affect the way in which
dividends paid on our stock are taxed by the holder
of that stock and could impact our stock price or how
stockholders and potential investors view an investment
in REITs. In addition, while certain elements of tax
reform legislation would not impact us directly as a REIT,
they could impact the geographic markets in which we
operate, the tenants that populate our shopping centers
and the customers who frequent our properties in ways,
both positive and negative, that are difﬁcult to anticipate.

Leasing

Rollovers

For the ﬁscal year 2017, we signed leases for a total of

650,300 square feet of retail space in our consolidated
portfolio. New leases for vacant spaces were signed for
86,800 square feet at an average rental increase of 3.78%
on a cash basis, excluding 3,333 square feet of new leases
for which there was no prior rent history available.
Renewals for 560,200 square feet of space previously
occupied were signed at an average rental increase of
4.36% on a cash basis.

Tenant improvements and leasing commissions
averaged $24.38 per square foot for new leases and
$3.40 per square foot for renewals for the ﬁscal year
ended October 31, 2017. The average term for new
leases was 5.7 years and the average term for renewal
leases was 4 years.

The rental increases/decreases associated with new
and renewal leases generally include all leases signed
in arms-length transactions reﬂecting market leverage
between landlords and tenants during the period. The
comparison between average rent for expiring leases
and new leases is determined by including minimum
rent paid on the expiring lease and minimum rent to be
paid on the new lease in the ﬁrst year. In some instances,
management exercises judgment as to how to most
effectively reﬂect the comparability of spaces reported
in this calculation. The change in rental income on
comparable space leases is impacted by numerous factors
including current market rates, location, individual tenant
creditworthiness, use of space, market conditions when
the expiring lease was signed, the age of the expiring
lease, capital investment made in the space and the
speciﬁc lease structure. Tenant improvements include
the total dollars committed for the improvement (ﬁt-out)
of a space as it relates to a speciﬁc lease but may also
include base building costs (i.e. expansion, escalators
or new entrances) that are required to make the space
leasable. Incentives (if applicable) include amounts paid
to tenants as an inducement to sign a lease that do not
represent building improvements.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The leases signed in 2017 generally become effective
over the following one to two years. There is risk that
some new tenants will not ultimately take possession of
their space and that tenants for both new and renewal
leases may not pay all of their contractual rent due to
operating, ﬁnancing or other matters.

In 2018, we believe our leasing volume will be in-
line with our historical averages with overall positive
increases in rental income for renewal leases and ﬂat
to slightly positive increases for new leases. However,
changes in rental income associated with individual
signed leases on comparable spaces may be positive
or negative, and we can provide no assurance that
the rents on new leases will continue to increase at
the above described levels, if at all.

Signiﬁcant Events with Impacts on Leasing

In July 2015, one of our largest tenants, A&P, ﬁled

a voluntary petition under chapter 11 of title 11 of
the United States Bankruptcy Code (the “Bankruptcy
Code”). Subsequently, A&P determined that it would
be liquidating the company. Prior to A&P ﬁling for
bankruptcy, A&P leased and occupied nine spaces
totaling 365,000 square feet in our portfolio. The
bankruptcy process relating to our nine spaces is
complete with eight of the nine A&P leases having been
assumed by new operators in the bankruptcy process
or re-leased by the Company to new operators. The
remaining lease, located in our Pompton Lakes shopping
center, totaling 63,000 square feet was rejected by A&P
in bankruptcy and we are in the process of marketing
that space for re-lease. In July 2017, one other 36,000
square foot space formerly occupied by A&P that we
had released to a local grocery operator became vacant
as that operator failed to perform under their lease
and was evicted. We are currently marketing that space
for lease and have several prospects.

Impact of Inﬂation on Leasing

Our long-term leases contain provisions to mitigate

the adverse impact of inﬂation on our operating
results. Such provisions include clauses entitling us
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 our non-anchor leases are for terms of less than ten
years, which permits us 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 our leases require tenants to pay
a share of operating expenses, including common area
maintenance, real estate taxes, insurance and utilities,
thereby reducing our exposure to increases in costs and
operating expenses resulting from inﬂation.

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. For a further discussion about the Company’s
critical accounting policies, please see Note 1 to the
consolidated ﬁnancial statements of the Company
included in this Annual Report.

LIQUIDITY AND CAPITAL RESOURCES

Overview

At October 31, 2017, we had cash and cash equivalents

of $8.7 million, compared to $7.3 million at October 31,
2016. Our sources of liquidity and capital resources
include operating cash ﬂow from real estate operations,
proceeds from bank borrowings and long-term
mortgage debt, capital ﬁnancings and sales of real estate
investments. Substantially all of our revenues are derived
from rents paid under existing leases, which means that
our operating cash ﬂow depends on the ability of our
tenants to make rental payments. In ﬁscal 2017, 2016 and
2015, net cash ﬂow provided by operations amounted to
$63.0 million, $62.1 million and $53.0 million, respectively.
Our short-term liquidity requirements consist primarily

of normal recurring operating expenses and capital
expenditures, debt service, management and professional
fees, cash distributions to certain limited partners and
non-managing members of our consolidated joint
ventures, dividends paid to our preferred stockholders
and regular dividends paid to our Common and Class A
Common stockholders, which we expect to continue.
Cash dividends paid on Common and Class A Common
stock for the years ended October 31, 2017 and 2016
totaled $40.6 million and $37.1 million, respectively.
Historically, we have met short-term liquidity
requirements, which is deﬁned as a rolling twelve
month period, primarily by generating net cash from the
operation of our properties. We believe that our net cash
provided by operations will continue to be sufﬁcient to
fund our short-term liquidity requirements, including
payment of dividends necessary to maintain our federal
income tax REIT status.

Our long-term liquidity requirements consist primarily

of obligations under our long-term debt, dividends
paid to our preferred stockholders, capital expenditures
and capital required for acquisitions. In addition, the
limited partners and non-managing members of our
ﬁve consolidated joint venture entities, Ironbound,
McLean, Orangeburg, UB High Ridge and UB Dumont,
have the right to require the Company to repurchase all
or a portion of their limited partner or non-managing
member interests at prices and on terms as set forth in

the governing agreements. See Note 6 to the ﬁnancial
statements included in this Annual Report. Historically,
we have ﬁnanced the foregoing requirements through
operating cash ﬂow, borrowings under our Unsecured
Revolving Credit Facility (the “Facility”), debt
reﬁnancings, new debt, equity offerings and other capital
market transactions, and/or the disposition of under-
performing assets, with a focus on keeping our leverage
low. We expect to continue doing so in the future. We
cannot assure you, however, that these sources will
always be available to us when needed, or on the terms
we desire.

Capital Expenditures

We invest in our existing properties and regularly
make capital expenditures in the ordinary course of
business to maintain our properties. We believe that
such expenditures enhance the competitiveness of our
properties. In ﬁscal 2017, we paid approximately $9.7
million for property improvements, tenant improvements
and leasing commission costs (approximately $8.5 million
representing property improvements and approximately
$1.2 million related to new tenant space improvements,
leasing costs and capital improvements as a result of
new tenant spaces). The amount of these expenditures
can vary signiﬁcantly depending on tenant negotiations,
market conditions and rental rates. We expect to incur
approximately $6.0 million predominantly for anticipated
capital improvements and leasing costs related to
new tenant leases and property improvements during
ﬁscal 2018. These expenditures are expected to be funded
from operating cash ﬂows, bank borrowings or other
ﬁnancing sources.

Financing Strategy, Unsecured Revolving Credit Facility and
other Financing Transactions

Our strategy is to maintain a conservative capital
structure with low leverage levels by commercial real
estate standards. Mortgage notes payable and other loans
of $297.1 million consist entirely of ﬁxed-rate mortgage
loan indebtedness with a weighted average interest rate
of 4.2% at October 31, 2017. These mortgages are secured
by 26 properties with a net book value of $568 million
and have ﬁxed rates of interest ranging from 3.5% to
6.6%. We may reﬁnance our 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 re-ﬁnancings can be achieved.

At October 31, 2017, we had $4 million of variable-rate

debt consisting of draws on our Facility (see below)
that was not ﬁxed through an interest rate swap or

URSTADT BIDDLE PROPERTIES INC.

otherwise. See “Quantitative and Qualitative Disclosures
about Market Risk” included in this Annual Report for
additional information on our interest rate risk.

We currently maintain a ratio of total debt to total assets

below 30% and a ﬁxed charge coverage ratio of over
3.86 to 1 (excluding preferred stock dividends), which
we believe will allow us to obtain additional secured
mortgage loans or other types of borrowings, if necessary.
We own 48 properties in our consolidated portfolio
that are not encumbered by secured mortgage debt.
At October 31, 2017, we had borrowing capacity of $95
million on our Facility. Our Facility includes ﬁnancial
covenants that limit, among other things, our ability to
incur unsecured and secured indebtedness. See Note 6
in our consolidated ﬁnancial statements included in this
Annual Report for additional information on these and
other restrictions.

Unsecured Revolving Credit Facility and Other Property
Financings

We have a $100 million unsecured revolving credit
facility with a syndicate of three banks, BNY Mellon,
BMO and Wells Fargo N.A. with the ability under certain
conditions to additionally increase the capacity to
$150 million, subject to lender approval. The maturity
date of the Facility is August 23, 2020 with a one-year
extension at our option. Borrowings under the Facility can
be used for general corporate purposes and the issuance
of up to $10 million of letters of credit. Borrowings will
bear interest at our option of Eurodollar rate plus 1.35%
to 1.95% or The Bank of New York Mellon’s prime
lending rate plus 0.35% to 0.95%, based on consolidated
indebtedness, as deﬁned. We pay a quarterly commitment
fee on the unused commitment amount of 0.15% to 0.25%
per annum, based on outstanding borrowings during the
year. As of October 31, 2017, $95 million was available
to be drawn on the Facility. Our 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 our level of secured
and unsecured indebtedness and additionally require
us to maintain certain debt coverage ratios. We were in
compliance with such covenants at October 31, 2017.

During the year ended October 31, 2017, we borrowed
$52 million on our Facility to fund a portion of the equity
for property acquisitions, capital improvements to our
properties and to repay the mortgage secured by our
Ridgeway property at maturity until a new mortgage
could be put in place later that month. For the year ended
October 31, 2017 we repaid $56 million of borrowings
on our Facility, with proceeds from the sale of our White
Plains property and proceeds from the reﬁnancing of our
mortgage loan encumbering the Stamford property.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

See Note 5 included in our consolidated ﬁnancial

statements included in this Annual Report for a
further description of mortgage ﬁnancing transactions
in ﬁscal 2017 and 2016.

Net Cash Flows from Operating Activities

Increase from ﬁscal 2016 to 2017:

The increase in operating cash ﬂows was primarily

due to our generating additional operating income
for the year ended October 31, 2017 from properties
acquired in ﬁscal 2016 and 2017 and the receipt of a lease
termination payment in the amount of $3.2 million from
a former tenant whose lease was terminated in July 2017
offset by an increase in tenant receivables in ﬁscal 2017
when compared with ﬁscal 2016.

$58.7 million is ﬁscal 2016 versus purchasing six
properties totaling $138.5 million in ﬁscal 2015, offset
by the Company receiving $42.9 million in ﬁscal
2015 in proceeds from the sale of the Meriden property.
In addition, we initiated a ﬁrst mortgage loan in the
amount of $13.5 million in ﬁscal 2016.

We regularly make capital investments in our properties

for property improvements, tenant improvements costs
and leasing commissions.

Net Cash Flows from Financing Activities

Cash generated:

Fiscal 2017: (Total $213.5 million)

• Proceeds from mortgage note payable in the amount

of $50 million.

Increase from ﬁscal 2015 to ﬁscal 2016:

• Proceeds from revolving credit line borrowings in

The increase was primarily due to an increase in

the amount of $52 million.

operating income at various properties in ﬁscal 2016 when
compared with ﬁscal 2015, resulting from new leasing
completed in ﬁscal 2015 and ﬁscal 2016 and $4.8 million
in extension fees collected from the entity under contract
to purchase our White Plains property. In addition, the
increase was further aided by an increase in the collection
of tenant receivables in ﬁscal 2016 when compared with
ﬁscal 2015.

• Proceeds from the issuance of Series H Preferred

Stock in the amount of $111.3 million.

Fiscal 2016: (Total $159.5 million)

• Proceeds from issuance of Class A Common Stock

in the amount of $73.7 million.

• Proceeds from revolving credit line borrowings in

the amount of $52.0 million.

• Proceeds from mortgage ﬁnancings in the amount

Net Cash Flows from Investing Activities

of $33.7 million.

Increase from ﬁscal 2016 to 2017:

Fiscal 2015: (Total $237.6 million)

The increase in net cash ﬂows provided by investing

• Proceeds from mortgage ﬁnancings in the amount of

activities in ﬁscal 2017 when compared to ﬁscal 2016
was the result of the Company selling its White Plains,
NY property and a single tenant property located in
Fairﬁeld, CT in ﬁscal 2017 and generating net proceeds
of $45.3 million on those sales. In addition, we expended
$11.8 million less for improvements to our investment
properties in ﬁscal 2017 when compared to ﬁscal 2016.
This increase was further accentuated by our acquiring
four properties and investing in two joint ventures,
which we consolidate, that acquired four properties in
ﬁscal 2017 for a total equity investment of $30.6 million
as compared with ﬁscal 2016 during which we acquired
two investment properties requiring $58.7 million of
equity capital. The increase was further bolstered by the
repayment of our one mortgage note receivable by the
borrower in the amount of $13.5 million in ﬁscal 2017.
This note was funded in ﬁscal 2016.

$68.2 million.

• Proceeds from revolving credit line borrowings in the

amount of $104.8 million.

• Proceeds from the issuance of Series G Preferred

Stock in the amount of $4.6 million.

• Proceeds from the issuance of Class A Common stock

in the amount of $59.8 million.

Cash used:

Fiscal 2017: (Total $291.4 million)

• Dividends to shareholders in the amount of

$55.6 million.

• Repayment of mortgage notes payable in the amount

of $43.7 million.

• Repayment of revolving credit line borrowings in the

amount of $56 million.

• Redemption of preferred stock in the amount of

Decrease in cash used from ﬁscal 2015 to ﬁscal 2016:

$129.4 million.

The decrease in cash ﬂows used in investing activities

in ﬁscal 2016 when compared to the prior ﬁscal year
was the result of the purchase of two properties totaling

URSTADT BIDDLE PROPERTIES INC.

Fiscal 2016: (Total $138.9 million)

• Repayment of mortgage notes payable in the amount

• Dividends to shareholders in the amount of

of $12.9 million.

$51.4 million.

• Repayment of revolving credit line borrowings in

• Repayment of mortgage notes payable in the amount

the amount of $97.6 million.

of $20.7 million.

• Repayment of the unsecured term loan in the amount

• Repayment of revolving credit line borrowings in the

of $25 million.

amount of $66.8 million.

• Redemption of preferred stock in the amount of

Fiscal 2015: (Total $250.1 million)

• Repurchase of Class A Common stock in the amount

• Dividends to shareholders in the amount of

of $3.4 million.

$61.3 million.

$50.0 million.

RESULTS OF OPERATIONS

Fiscal 2017 vs. Fiscal 2016

The following information summarizes our results of operations for the years ended October 31, 2017 and 2016

(amounts in thousands):

Revenues
Base rents
Recoveries from tenants
Other income

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

Year Ended
October 31,

2017

2016

$88,383
28,676
4,069

$87,172
25,788
3,213

20,074
19,621
26,512
9,183

18,717
18,548
23,025
9,284

Increase

(Decrease) Change

Property
% Acquisitions/
Sales

$1,211
2,888
856

1,357
1,073
3,487
(101)

1.4%
11.2%
26.6%

7.3%
5.8%
15.1%
-1.1%

Change Attributable to:

Property Held
In Both Periods
(Note 1)

$ (328)
938
701

637
432
1,185
n/a

(1,100)
n/a

$1,539
1,950
155

720
641
2,302
n/a

1,098
n/a

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

12,981
356

12,983
242

(2)
114

0.0%
47.1%

Note 1—Properties held in both periods includes only properties owned for the entire periods of 2017 and 2016. All other properties are included in the

property acquisition/sales column. There are no properties excluded from the analysis.

Revenues

Base rents increased by 1.4% to $88.4 million in ﬁscal
2017, as compared with $87.2 million in the comparable
period of 2016. The increase in base rents and the changes
in other income statement line items were attributable to:

Property Acquisitions and Properties Sold:

In ﬁscal 2017, the Company purchased four properties

totaling 114,700 square feet of GLA, invested in two
joint ventures that owns four properties totaling 173,600
square feet, whose operations we consolidate, and sold
two properties totaling 203,800 square feet. In ﬁscal 2016,
the Company purchased two properties totaling 101,400
square feet. These properties accounted for all of the

revenue and expense changes attributable to property
acquisitions and sales in year ended October 31, 2017
when compared with ﬁscal 2016.

Properties Held in Both Periods:

Revenues

Base Rent

The decrease in base rents for properties owned in both
periods was caused predominantly by a slight reduction
in the percent of the portfolio that is leased in ﬁscal 2017
when compared with ﬁscal 2016.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

In ﬁscal 2017, the Company leased or renewed
approximately 650,000 square feet (or approximately
15.0% of total consolidated property leasable area).
At October 31, 2017, the Company’s consolidated
properties were approximately 92.7% leased (93.3%
leased at October 31, 2016).

Tenant Recoveries

For the year ended October 31, 2017, recoveries from

tenants for properties owned in both periods (which
represent reimbursements from tenants for operating
expenses and property taxes) increased by $938,000.
This increase was a result of an increase in both property
operating expenses and property tax expense in the
consolidated portfolio for properties owned for the entire
periods of ﬁscal 2017 and 2016, along with an increase in
leased rate at some properties which increased the rate
at which the Company could bill operating expenses to
tenants in ﬁscal 2017 versus ﬁscal 2016.

Expenses

Property operating expenses for properties owned in
both ﬁscal year 2017 and 2016 increased by $637,000. This
increase was predominantly as a result of an increase in
snow removal costs at our properties.

Real estate taxes for properties owned in both ﬁscal year

2017 and 2016 increased by $432,000 as a result of normal
tax assessment increases at some of our properties.

Interest expense for properties owned in both ﬁscal
year 2017 and 2016 decreased by $1.1 million as a result
of the reﬁnancing of our largest mortgage in July 2017. In
July 2017, we reﬁnanced our mortgage loan secured by
our Stamford, CT property and although the principal
increased from $44 million to $50 million the interest
rate was reduced from 5.52% to 3.398% per annum. In
addition, we repaid our mortgage at our Bloomﬁeld, NJ
property after the second quarter of ﬁscal 2016. In addition,
the reduction was accentuated by normal recurring
amortization payments on our portfolio of mortgages,
which reduces interest expense in ﬁscal 2017 when
compared with ﬁscal 2016 for the same mortgages.

Depreciation and amortization expense for properties
owned in both ﬁscal year 2017 and 2016 increased by $1.2
million as a result of an increase in capital improvements
on properties held in both periods in ﬁscal 2016 and 2017.

General and Administrative Expenses

General and administrative expense for the year ended

October 31, 2017, when compared with the year ended
October 31, 2016 decreased by $101,000, as a result of a
decrease in restricted stock amortization, which reduces
compensation expense and a reduction in professional
fees offset by increased compensation expense for
additional stafﬁng at the Company and increased bonus
compensation for our employees in ﬁscal 2017 when
compared with ﬁscal 2016.

Fiscal 2016 vs. Fiscal 2015

The following information summarizes our results of operations for the years ended October 31, 2016 and 2015

(amounts in thousands):

Year Ended
October 31,

2016

2015

Change Attributable to:

Increase

(Decrease) Change

Property

Property Held
% Acquisitions/ In Both Periods
(Note 2)

Sales

Revenues
Base rents
Recoveries from tenants
Other income

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

$87,172
25,788
3,213

$83,885
28,703
2,252

$ 3,287
(2,915)
961

3.9%
(10.2)%
42.7%

$(1,556)
(516)
(114)

18,717
18,548
23,025
9,284

21,267
18,224
22,435
8,576

(2,550)
324
590
708

(12.0)%
1.8%
2.6%
8.3%

$ 4,843
(2,399)
1,075

(1,860)
291
187
n/a

(989)
n/a

(690)
33
403
n/a

497
n/a

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

12,983
242

13,475
228

(492)
14

(3.7)%
6.1%

Note 2—Properties held in both periods includes only properties owned for the entire periods of 2016 and 2015. All other properties are included in the

property acquisition/sales column. There are no properties excluded from the analysis.

Revenues

Base rents increased by 3.9% to $87.2 million in ﬁscal
2016, as compared with $83.9 million in the comparable
period of 2015. The increase in base rents and the changes
in other income statement line items were attributable to:

Property Acquisitions and Properties Sold:

In ﬁscal 2015, the Company purchased equity interests
in six properties totaling approximately 409,000 square feet
of GLA and sold two properties totaling approximately
320,000 square feet and in ﬁscal 2016, the Company
purchased two properties totaling 101,000 square feet.
These properties accounted for all of the revenue and
expense changes attributable to property acquisitions
and sales in ﬁscal 2016 when compared with ﬁscal 2015.

Properties Held in Both Periods:

Revenues

Base Rent

Base rents increased by $4.8 million in ﬁscal 2016
as compared to ﬁscal 2015 primarily as a result of the
Company receiving $4.8 million in extension fees from our
White Plains property, which was sold in ﬁscal 2017. In
ﬁscal 2015, the Company entered into contract to sell our
White Plains property and that closing was scheduled to
occur in April 2016. In February the purchaser approached
the Company and asked for an extension of the closing to
October 2016. In exchange for granting the extension the
Company received $2.8 million. In October, the purchaser
approached us again and asked for an additional
extension, and in exchange for granting that extension
the Company received an additional $2 million. The
Company recorded the entire $4.8 million in base rent on
the accompanying consolidated income statements for the
year ended October 31, 2016, as the fees collected for the
extensions essentially amounted to the purchaser renting
the shopping center until the closing of the sale, which
took place in March of 2017. In addition the increase was
caused by an increase in base rents billed at several of our
other shopping centers in excess of the prior year for new
leasing done in the portfolio in ﬁscal 2015 and 2016 offset
by a reduction in base rents at the three shopping centers
which were leased to A&P and were not assumed in
the A&P bankruptcy process (see leasing—signiﬁcant
events with impact on leasing section earlier in this Annual
Report). Two of those three spaces have been re-leased
and are now paying rent.

URSTADT BIDDLE PROPERTIES INC.

In ﬁscal 2016, the Company leased or renewed

approximately 418,400 square feet (or approximately 10.4%
of total consolidated property leasable area). At October
31, 2016, the Company’s consolidated properties were
approximately 93.3%. The above percentages exclude the
Company’s White Plains property which is being held
vacant for sale.

Tenant Recoveries

For the year ended October 31, 2016, recoveries from

tenants for properties owned in both periods (which
represent reimbursements from tenants for operating
expenses and property taxes) decreased by a net
$2.4 million. This decrease was primarily the result
of incurring $1.9 million less in operating expenses
for properties owned in both periods, predominantly
attributable to a signiﬁcant reduction in snow removal
costs during ﬁscal 2016 as compared with ﬁscal 2015.
In addition, this decrease was also the result of having
two anchor stores formerly occupied by A&P vacant
for most of the ﬁrst and second quarters of ﬁscal 2016,
which reduced the Company’s recovery rate for operating
costs at these properties.

Expenses

Property operating expenses for properties owned

in both ﬁscal year 2016 and 2015 decreased by $1.9
million. This decrease was primarily the result of having
$1.9 million less in operating expenses in the portfolio,
predominantly attributable to a signiﬁcant reduction in
snow removal costs during ﬁscal 2016 as compared with
ﬁscal 2015.

Real estate taxes for properties owned in both ﬁscal year

2016 and 2015 increased by $291,000 as a result of normal
tax assessment increases at some of our properties.

Interest expense for properties owned in both ﬁscal
year 2016 and 2015 decreased by $989,000 as a result of
the Company having less outstanding on its Facility in
ﬁscal 2016 as compared with ﬁscal 2015 and the Company
repaying two mortgages totaling $14.8 million in ﬁscal 2015
and 2016 and the Company repaying its $25 million term
loan in August 2015.

Depreciation and amortization expense from properties
owned in the year ended October 31, 2016 as compared to
the corresponding prior period, increased by $187,000 as a
result of an increase in capital improvements on properties
held in both periods.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

General and Administrative Expenses:

General and administrative expense for the year ended

October 31, 2016, when compared with the year ended
October 31, 2015 increased by $708,000, as a result of
increased compensation expense for additional stafﬁng
at the Company, increased bonus compensation for our
employees and an increase in restricted stock amortization
as a result of newer tranches of restricted stock grants
being valued at a higher stock price than that of expiring
tranches of restricted stock.

Funds from Operations

We consider Funds from Operations (“FFO”) to be an

additional measure of our operating performance. We
report FFO in addition to 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 the Company’s
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 our 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 our 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, 2017 (amounts
in thousands):

Year Ended October 31,

2017

2016

2015

Net Income Applicable to Common and Class A Common Stockholders

$ 33,898

$19,436

$ 34,659

Real property depreciation
Amortization of tenant improvements and allowances
Amortization of deferred leasing costs
Depreciation and amortization on unconsolidated joint ventures
(Gain)/loss on sale of properties

20,505
4,448
1,468
1,618
(18,734)

18,866
3,517
557
1,589
(362)

18,750
3,161
449
1,414
(20,377)

Funds from Operations Applicable to Common and Class A Common Stockholders

$ 43,203

$43,603

$ 38,056

FFO amounted to $43.2 million in ﬁscal 2017,

compared to $43.6 million in ﬁscal 2016 and $38.1 million
in ﬁscal 2015.

The net increase in FFO in ﬁscal 2017 when compared
with ﬁscal 2016 was predominantly attributable, among
other things, to: (a) the additional net income generated
from properties acquired in the second half of ﬁscal 2016
and properties acquired in ﬁscal 2017; (b) a reduction in the
charge for bad debt expense in the amount of $578,000 in
ﬁscal 2017 versus ﬁscal 2016; (c) interest income generated
from a $13.5 million mortgage originated in the fourth
quarter of ﬁscal 2016, which was not repaid until October
of ﬁscal 2017; d) a $1.8 million increase in lease termination

income in ﬁscal 2017 versus ﬁscal 2016 related to the lease
termination of the only lease in our Fairﬁeld, CT property
in the third quarter of ﬁscal 2017; (e) a $412,000 reduction in
acquisition costs in ﬁscal 2017 versus ﬁscal 2016 as a result
of an accounting change that became effective for us on the
ﬁrst day of ﬁscal 2017 which changes how costs related to
investment property acquisitions are accounted for; offset
by (f) $4.1 million in preferred stock redemption charges
in ﬁscal 2017 related to the Company redeeming its Series F
preferred stock in October 2017, there were no preferred
stock redemption charges in ﬁscal 2016 or ﬁscal 2015.

URSTADT BIDDLE PROPERTIES INC.

The net increase in FFO in ﬁscal 2016 when compared
with ﬁscal 2015 was predominantly attributable, among
other things, to: (a) a decrease in acquisition costs of
$1.7 million in ﬁscal 2016 when compared to ﬁscal 2015;
(b) a decrease in preferred stock dividends as a result of
issuing a new series of preferred stock in ﬁscal 2015 with a
lower interest rate than the series it replaced; (c) extension
fees received from the entity in contract to purchase our
Westchester Pavilion property that gave them the right
to delay the closing of the property to 2017 in the amount
of $4.8 million (included in base rent); (d) an increase in
operating income at several of our properties from new
leasing completed in ﬁscal 2015 and ﬁscal 2016; offset by
(e) a decrease in rental income relating to tenant vacancies
at several properties, most notably three spaces formerly
occupied by A&P. See “Leasing—Signiﬁcant Events with
Impacts on Leasing” in this Annual Report.

Off-Balance Sheet Arrangements

We have seven off-balance sheet investments in real

property through unconsolidated joint ventures:
• a 66.67% equity interest in the Putnam Plaza

Shopping Center,

• an 11.642% equity interest in the Midway Shopping

Center L.P.,

• a 50% equity interest in the Chestnut Ridge Shopping

Center and Plaza 59 Shopping Centers,

• a 50% equity interest in the Gateway Plaza shopping

center and the Riverhead Applebee’s Plaza, and

• a 20% economic interest in a partnership that owns a
suburban ofﬁce building with ground level retail.

These unconsolidated joint ventures are accounted
for under the equity method of accounting, as we have
the ability to exercise signiﬁcant inﬂuence over, but not
control of, the operating and ﬁnancial decisions of these
investments. Our off-balance sheet arrangements are more
fully discussed in Note 7, “Investments in and Advances
to Unconsolidated Joint Ventures” in our ﬁnancial
statements in this Annual Report. Although we have
not guaranteed the debt of these joint ventures, we have
agreed to customary environmental indemniﬁcations and
nonrecourse carve-outs (e.g. guarantees against fraud,
misrepresentation and bankruptcy) on certain loans of the
joint ventures. The below table details information about
the outstanding non-recourse mortgage ﬁnancings on our
unconsolidated joint ventures (amounts in thousands):

Location
Scarsdale, NY
Carmel, NY
Riverhead, NY
Riverhead, NY
Riverhead, NY

Principal Balance

Original
Balance
$32,000
$21,000
$14,000
$ 1,300
$ 1,000

At October 31,
2017
$28,397
$19,046
$12,749
$ 1,044
$ 906

Fixed Interest
Rate Per
Annum
4.80%
4.17%
4.18%
5.98%
3.38%

Maturity
Date
Dec 2027
Oct 2024
Feb 2024
Aug 2026
Aug 2026

Joint Venture Description
Midway Shopping Center
Putnam Plaza Shopping Center
Gateway Plaza
Applebee’s Plaza
Applebee’s Plaza

Contractual Obligations

Our contractual payment obligations as of October 31, 2017 were as follows (amounts in thousands):

Mortgage notes payable and other loans
Interest on mortgage notes payable
Revolving Credit Lines
Tenant obligations*

Total Contractual Obligations

Payments Due by Period

Total

$297,071
71,551
4,000
6,000

$378,622

2018

$16,295
12,655
—
6,000

$34,950

2019

$33,076
11,435
—
—

$44,511

2020

$ 5,848
10,232
—
—

$16,080

2021

$ 6,200
9,881
4,000
—

$20,081

2022

Thereafter

$54,989
8,560
—
—

$63,549

$180,663
18,788
—
—

$199,451

*Committed tenant-related obligations based on executed leases as of October 31, 2017.

We have various standing or renewable service contracts with vendors related to property management. In addition,

we also have 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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER
CONDITION AND RESULTS OF OPERATIONS
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, 2017. 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 (2013). Based
on its assessment, management determined that the Company’s internal control over ﬁnancial reporting was
effective as of October 31, 2017. The Company’s independent registered public accounting ﬁrm, PKF 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.

URSTADT BIDDLE PROPERTIES INC.
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, 2017,

based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”) (2013 Framework). 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; (3) receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (4) 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 consolidated 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, 2017 based on criteria established in Internal Control—Integrated Framework
issued by COSO (2013 Framework).

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, 2017 and 2016,
and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash ﬂows
for each of the three years in the period ended October 31, 2017 and our report dated January 11, 2018 expressed
an unqualiﬁed opinion thereon.

New York, New York
January 11, 2018

PKF O’Connor Davies, LLP

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
TAX STATUS
CONDITION AND RESULTS OF OPERATIONS

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, 2017 and 2016:

Dividend
Payment Date
January 20, 2017
April 17, 2017
July 17, 2017
October 20, 2017

Common Shares

Class A Common Shares

Gross
Dividend Paid Ordinary
Income
$0.14
$0.14
$0.14
$0.14
$0.56

Per Share
$0.235
$0.235
$0.235
$0.235
$0.94

Capital
Gain
$0.02075
$0.02075
$0.02075
$0.02075
$0.083

Non-
Taxable
Portion
$0.07425
$0.07425
$0.07425
$0.07425
$0.297

Gross

Dividend Paid Ordinary
Income
$0.158
$0.158
$0.158
$0.158
$0.632

Per Share
$0.265
$0.265
$0.265
$0.265
$1.06

Non-
Capital Taxable
Gain Portion
$0.02325 $0.08375
$0.02325 $0.08375
$0.02325 $0.08375
$0.02325 $0.08375
$0.093

$0.335

Common Shares

Class A Common Shares

Dividend
Payment Date
January 15, 2016
April 15, 2016
July 15, 2016
October 21, 2016

Gross
Dividend Paid Ordinary
Income
$0.1205
$0.1205
$0.1205
$0.1205
$0.482

Per Share
$0.23
$0.23
$0.23
$0.23
$0.92

Capital
Gain
$0.078
$0.078
$0.078
$0.078
$0.312

Non-
Taxable
Portion
$0.0315
$0.0315
$0.0315
$0.0315
$0.126

Gross

Dividend Paid Ordinary Capital
Income
Gain
$0.13625 $0.08825
$0.13625 $0.08825
$0.13625 $0.08825
$0.13625 $0.08825
$0.545

Per Share
$0.26
$0.26
$0.26
$0.26
$1.04

$0.353

Non-
Taxable
Portion
$0.0355
$0.0355
$0.0355
$0.0355
$0.142

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, 2017, the Company made distributions to stockholders aggregating $0.94 per
Common share and $1.06 per Class A Common share. On December 14, 2017, the Company’s Board of Directors approved
the payment of a quarterly dividend payable January 19, 2018 to stockholders of record on January 5, 2018. The quarterly
dividend rates were declared in the amounts of $0.24 per Common share and $0.27 per Class A Common share.

MARKET PRICE RANGES

URSTADT BIDDLE PROPERTIES INC.

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, 2017 and 2016
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, 2017
High
Low
$19.64
$16.85
$18.00
$16.21
$18.87
$15.92
$18.80
$16.29

$20.51
$19.66
$18.41
$20.07

$24.33
$22.62
$21.12
$22.65

Fiscal Year Ended
October 31, 2016
High
Low
$ 19.01
$16.63
$19.19
$17.42
$22.37
$18.25
$21.50
$17.16

$18.57
$19.51
$20.47
$21.11

$20.47
$21.46
$25.13
$24.50

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
QUANTITATIVE AND QUALITATIVE DISCLOSURES
CONDITION AND RESULTS OF OPERATIONS
ABOUT MARKET RISK

We are exposed to interest rate risk primarily through our borrowing activities, which include ﬁxed-rate mortgage debt

and, in limited circumstances, variable rate debt. As of October 31, 2017, we had total mortgage debt and other notes
payable of $297 million, of which 100% was ﬁxed-rate, inclusive of variable rate mortgages that have been swapped to
ﬁxed interest rates using interest rate swap derivatives contracts.

For our ﬁxed-rate debt, 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.

To reduce our exposure to interest rate risk on variable-rate debt, we use interest rate swap agreements, for example, to

convert some of our variable-rate debt to ﬁxed-rate debt. As of October 31, 2017, we had eight open derivative ﬁnancial
instruments. These interest rate swaps are cross collateralized with mortgages on properties in Rye, NY, Ossining, NY,
Yonkers, NY, Orangeburg, NY, Stamford, CT and Greenwich, CT. The Rye swaps expire in October 2019, the Ossining
and Yonkers swaps expire in October 2024, the Orangeburg, NY swap expires in October 2024, the Stamford swap expires
in July 2027, and the Greenwich swaps expire in September 2026, all concurrent with the maturity of the respective
mortgages. All of the aforementioned derivatives contracts are adjusted to fair market value at each reporting period.
The Company has concluded that all of the aforementioned derivatives contracts are effective cash ﬂow hedges as
deﬁned in ASC Topic 815. We are required to evaluate the effectiveness at inception and at each reporting date. As a
result of the aforementioned derivatives contracts being effective cash ﬂow hedges all changes in fair market value are
recorded directly to stockholders equity in accumulated comprehensive income and have no effect on the earnings of
the Company. In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) No. 2017-12, which better aligns an entity’s risk management activities and ﬁnancial reporting for hedging
relationships through changes to both the designation and measurement guidance for qualifying hedging relationships
and the presentation of hedge results. To meet that objective, the amendment expands and reﬁnes hedge accounting for
both nonﬁnancial and ﬁnancial risk components and aligns the recognition and presentation of the effects of the hedging
instrument and the hedged item in the ﬁnancial statements. This amendment is effective for us in our ﬁscal year 2020
and since we have always entered into cash ﬂow hedges for interest rate protection we believe the accounting of our
derivatives contracts will not change.

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, 2017 (amounts in thousands, except
weighted average interest rate):

Mortgage notes payable
and other loans

Weighted average interest
rate for debt maturing

For The Fiscal Year Ended October 31,

2018

2019

2020

2021

2022

Thereafter

Estimated
Fair Value

Total

$16,295

$33,076

$5,848

$6,200

$54,989

$180,663

$297,071

$295,723

3.87%

6.11%

n/a

4.41%

3.84%

4.20%

At October 31, 2017, the Company had $4 million in outstanding variable rate debt (based on LIBOR). If LIBOR
were to increase or decrease by 1%, the Company’s interest expense would increase or decrease by approximately
$40,000 annually.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in, or any disagreements with, the Company’s independent registered public accounting ﬁrm

on accounting principles and practices or ﬁnancial disclosure during the years ended October 31, 2017 and 2016.

PERFORMANCE GRAPH

URSTADT BIDDLE PROPERTIES INC.

The following graph compares, for the ﬁve-year period beginning October 31, 2012 and ended October 31, 2017,
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, NAREIT Equity Shopping Centers Total Return Index
(both peer group indexes) published by the National Association of Real Estate Investment Trusts (NAREIT) and for
the S&P 500 Index for the same period.

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

10/12
100.00
100.00
100.00
100.00
100.00

10/13
94.17
109.45
127.18
109.78
112.74

10/14
110.55
126.14
149.14
130.11
133.16

10/15
109.98
123.21
156.89
136.36
143.46

10/16
114.85
138.33
163.97
147.35
150.71

10/17
125.45
146.80
202.72
160.31
120.95

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
DIRECTORS

CHARLES J. URSTADT
Chairman
Urstadt Biddle Properties Inc.

WILLING L. BIDDLE
President and
Chief Executive Officer
Urstadt Biddle Properties Inc.

KEVIN J. BANNON
Director
Prudential Retail Mutual Funds

CATHERINE U. BIDDLE
Executive Vice President
Urstadt Property Company, Inc.

BRYAN O. COLLEY
Principle of entities that own
and operate multiple McDonalds
restaurants

RICHARD GRELLIER
Managing Director
Deutsche Bank Securities Inc.

GEORGE H.C. LAWRENCE
Chairman and
Chief Executive Officer
Lawrence Properties, Inc.

ROBERT J. MUELLER
Retired Senior Executive
Vice President
The Bank of New York

CHARLES D. URSTADT
President and Director
Urstadt Property Company, Inc.

NOBLE O. CARPENTER
President, Investor Services and
Capital Markets, Americas
Cushman & Wakefield

OFFICERS

CHARLES J. URSTADT
Chairman

WILLING L. BIDDLE
President and
Chief Executive Officer

JOHN T. HAYES
Senior Vice President,
Chief Financial Officer
and Treasurer

STEPHAN A. RAPAGLIA
Senior Vice President,
Chief Operating Officer,
Real Estate Counsel and
Assistant Secretary

MIYUN SUNG
Senior Vice President,
Chief (cid:44)(cid:69)(cid:71)(cid:65)(cid:76) (cid:47)(cid:70)(cid:70)(cid:73)(cid:67)(cid:69)(cid:82) and
Secretary

JAMES M. ARIES
Senior Vice President
Acquisitions

LINDA LACEY
Senior Vice President
Leasing

ANDREW ALBRECHT
Vice President
Management and Construction

JOSEPH ALLEGRETTI
Vice President
(cid:51)(cid:69)(cid:78)(cid:73)(cid:79)(cid:82) (cid:44)(cid:69)(cid:65)(cid:83)(cid:73)(cid:78)(cid:71) (cid:50)(cid:69)(cid:80)(cid:82)(cid:69)(cid:83)(cid:69)(cid:78)(cid:84)(cid:65)(cid:84)(cid:73)(cid:86)(cid:69)

NICHOLAS CAPUANO
Vice President and
Real Estate Counsel

ZACH FOX
Vice President
Acquisitions

DIANE MIDOLLO
Vice President and Controller

(cid:51)(cid:53)(cid:58)(cid:33)(cid:46)(cid:46)(cid:37) (cid:45)(cid:47)(cid:47)(cid:50)(cid:37)
(cid:54)(cid:73)(cid:67)(cid:69) (cid:48)(cid:82)(cid:69)(cid:83)(cid:73)(cid:68)(cid:69)(cid:78)(cid:84) (cid:65)(cid:78)(cid:68)
(cid:36)(cid:73)(cid:82)(cid:69)(cid:67)(cid:84)(cid:79)(cid:82) (cid:79)(cid:70) (cid:33)(cid:67)(cid:67)(cid:79)(cid:85)(cid:78)(cid:84)(cid:83)
(cid:50)(cid:69)(cid:67)(cid:69)(cid:73)(cid:86)(cid:65)(cid:66)(cid:76)(cid:69)

HEIDI BRAMANTE
Assistant Vice President and
Assistant Controller

(cid:51)(cid:53)(cid:58)(cid:33)(cid:46)(cid:46)(cid:37) (cid:35)(cid:50)(cid:41)(cid:51)(cid:35)(cid:41)(cid:52)(cid:37)(cid:44)(cid:44)(cid:41)
(cid:33)(cid:83)(cid:83)(cid:73)(cid:83)(cid:84)(cid:65)(cid:78)(cid:84) (cid:54)(cid:73)(cid:67)(cid:69) (cid:48)(cid:82)(cid:69)(cid:83)(cid:73)(cid:68)(cid:69)(cid:78)(cid:84) (cid:65)(cid:78)(cid:68)
(cid:51)(cid:69)(cid:78)(cid:73)(cid:79)(cid:82) (cid:44)(cid:69)(cid:65)(cid:83)(cid:73)(cid:78)(cid:71) (cid:52)(cid:82)(cid:65)(cid:78)(cid:83)(cid:65)(cid:67)(cid:84)(cid:73)(cid:79)(cid:78)
(cid:45)(cid:65)(cid:78)(cid:65)(cid:71)(cid:69)(cid:82)

STEVE DUDZIEC
Assistant Vice President
Leasing

ELLEN HANRAHAN
Assistant Vice President and
Assistant Secretary

JANINE IAROSSI
Assistant Vice President
Insurance and
Benefit Administrator

MARY MURRAY
Assistant Vice President and
Director of Operations

(cid:45)(cid:47)(cid:46)(cid:41)(cid:35)(cid:33) (cid:50)(cid:47)(cid:52)(cid:40)
(cid:33)(cid:83)(cid:83)(cid:73)(cid:83)(cid:84)(cid:65)(cid:78)(cid:84) (cid:54)(cid:73)(cid:67)(cid:69) (cid:48)(cid:82)(cid:69)(cid:83)(cid:73)(cid:68)(cid:69)(cid:78)(cid:84)
(cid:37)(cid:78)(cid:86)(cid:73)(cid:82)(cid:79)(cid:78)(cid:77)(cid:69)(cid:78)(cid:84)(cid:65)(cid:76) (cid:48)(cid:82)(cid:79)(cid:74)(cid:69)(cid:67)(cid:84) (cid:45)(cid:65)(cid:78)(cid:65)(cid:71)(cid:69)(cid:82)

CORPORATE INFORMATION

Securities Traded

Investor Relations

New York Stock Exchange
Symbols: UBA, UBP, UBPPRG and UBPPRH
Stockholders of Record as of
December 31, 2017:
Common Stock: 606 and
Class A Common Stock: 640

Investors desiring information about the
Company can contact Laura Santangelo,
in our Investor Relations Department,
telephone (203) 863-8225. Investors are
also encouraged to visit our website at:
www.ubproperties.com

Independent Registered Public
Accounting Firm

PKF 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

Memberships

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

Annual Meeting

The annual meeting of stockholders
will be held at 2:00 P.M. on March 21,
2018 at Six Landmark Square, 9th Floor,
Stamford, CT 06901.

Form 10-K

A copy of the Company’s 2017 Annual
Report on Form 10-K filed with the
Securities and Exchange Commission,
without exhibits, 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 30170, College
Station, TX 77842-3170 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 Miyun Sung, Secretary, telephone
(203) 863-8200.

Top: Aldi Center, Derby. Bottom: Washingtons Commons Dumont

321 RAILROAD AVENUE
GREENWICH, CT 06830