Urstadt Biddle Properties Inc. Annual Report 2018

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FY2018 Annual Report · Urstadt Biddle Properties Inc.

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2018 annual report

stock prices are opinions.

but dividends are facts.

(In Millions)

$130

$120
$110
$100
$90

49 consecutive
years of uninterrupted
dividends.

$80
$70

$60

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

Revenues Funds From Operations Common & Class A Dividends Paid

$10

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

Revenues Funds From Operations Common & Class A Dividends Paid

$50

25 consecutive years
of increased dividends.

$40
$30
$20

$140

$130

$120
$110
$100
$90

$80
$70

$60

$50

$40
$30
$20

$10

$130

$120

$110

$100

$90

$80

$70

$60

$50

$40

$30

$20

$10

(In Millions)

$130

$120

$110

$100

$90

$80

$70

$60

$50

$40

$30

$20

$10

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

Revenues Funds From Operations Common & Class A Dividends Paid

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

Revenues Funds From Operations Common & Class A Dividends Paid

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

Revenues Funds From Operations Common & Class A Dividends Paid

(In Millions)

$140

$130

$120

$110

$100

$90

$80

$70

$60

$50

$40

$30

$20

$10

$130

$120

$110

$100

$90

$80

$70

$60

$50

$40

$30

$20

$10

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

1
2
8
12
13

39
56

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 primarily 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.”

Cover photo: Goodwives Shopping Center, Darien, CT
This page: PCSB Bank, New City, NY

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

Year Ended October 31,

2018

2017

2016

2015

2014

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

Operating Data:
Total Revenues
Total Expenses and Payments to

Noncontrolling Interests

Income from Continuing Operations before

$1,008,233
$ 28,595
$ 293,801
—

$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

$ 135,352

$123,560

$ 116,792

$ 115,312

$102,328

$ 100,320

$ 91,774

$ 85,337

$ 88,594

$ 75,927

Discontinued Operations

$ 42,183

$ 55,432

$ 34,605

$ 50,212

$ 53,091

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

$ .68
$ .61

$ .67
$ .60

$1.08
$ .96

$ .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

$ 71,584
$
)
(26,476
$ 43,497

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

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

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

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

Funds from Operations (Note)

$ 55,171

$ 43,203

$ 43,603

$ 38,056

$ 33,032

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 39. 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 39.

TOTAL REVENUES
(In thousands)

FUNDS FROM OPERATIONS
(In thousands)

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

’14

’15

’16

’17

’18

’14

’15

’16

’17

’18

’14

’15

’16

’17

’18

150000

120000

90000

60000

30000

60000

50000

40000

30000

20000

10000

2.5

2.0

1.5

1.0

0.5

0.0

Letter To Our Stockholders

As we enter our 50th year,
Urstadt Biddle Properties
can look back on another
outstanding year in 2018.

From left to right: Willing L. Biddle, President and Chief Executive Officer, Charles D.
Urstadt, Chairman and Charles J. Urstadt, Chairman Emeritus

Revenues grew 9.5% to $135 million,
our highest ever. This increase
was driven largely by last year’s
reinvestment of cash from the 2017
sale of the Pavilion development
site in White Plains into newly
acquired properties. Our Funds
from Operations (“FFO”), which is
an operating performance metric
commonly used by commercial real
estate companies, grew by 16% to
$1.47 per diluted Class A Common
share1, exclusive of stock redemption
costs incurred in fiscal 2017. Rising
revenues were the main driver
of this FFO increase, but we also
lowered our preferred stock costs
(by replacing a higher coupon series
with a lower coupon series), as well
as our interest expense (primarily
by refinancing the mortgage on
our Ridgway property at a lower
rate). The combination of the lower
preferred stock costs and interest
expense is now saving the Company
approximately $3 million per year.

General and administrative expenses
also remained at less than 1% of total
assets, essentially flat compared to
2017. It is also worth noting that we
are well-insulated in the near-term
from the risk of rising interest rates
because our debt comprises only
32% of total assets, and we have

no significant debt maturing prior
to 2022 that has not already been
refinanced or forward rate-locked.

Our strong results were achieved
against the backdrop of an uneven
year for retail real estate companies
and capital markets. Real estate
markets go through cycles, including
cycles marked by a disconnect
between the private market and the
public market. In other words, real
estate is sometimes more expensive
on Main Street than it is on Wall
Street. This is one of those times.
For example, a quality shopping
center in our market sold in early
December at a capitalization rate
(i.e., the yield to a buyer of the
unleveraged annual return on
equity for a given property at a
given price) that we estimate to
have been between 4% and 5%. The
implied capitalization rate of our
own portfolio is approximately 6.9%,
assuming a UBA stock price of
$20 per share. A dislocation between
the private and public markets
can occur when REIT stock prices
over-correct in response to general
fears of rising interest rates and/
or other non-REIT-specific factors
that spook the public market. Such
a dislocation occurred in 2008 and
again in 2011, and we believe that
another one is occurring now. As a
result, nearly all publicly-traded

Revenues grew 9.5%
to $135 million, our
highest ever. Funds from
operations grew 16%
in fiscal 2018 when
compared with fiscal
2017 on the strength of
new revenues generated
by investing the fiscal
2017 sales proceeds of our
Pavilion property and
replacing our 7.125%
Series F preferred stock
with a new 6.25% Series
H preferred stock.

1) Funds from Operations (“FFO”) is a supplemental non-GAAP financial measure of operating performance for real estate companies—see discussion of the calculation and reconciliation to
Net Income Applicable to Common and Class A Common Stockholders in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” later in this Annual Report.

Lakeview Shopping Center, located in Brewster, New York, anchored by a 45,000 square foot
Acme Supermarket

Our strong results
were achieved against
the backdrop of an
uneven year for retail
real estate companies
and capital markets.

shopping center REITs have been
trading at a discount, although we
believe our stock has been much less
impacted than most of our peers.

As a company with nearly 50 years
of experience in real estate, we
are veterans of multiple real estate
cycles and confident that we can
navigate these bumps by focusing on
our long-term growth strategy. As a
REIT that is required to distribute
most of its earnings to shareholders
as dividends, we have historically
relied on issuing new equity to
grow. Until the private and public
real estate markets re-align it will
likely be wiser for us to raise capital
by disposing of properties that do
not meet our investment objectives
than it would be to issue equity at a
discount. Also, given current market
conditions, we will intensely focus
on the management of our existing
portfolio. We will prune and weed,
we will chop dead wood, and we will
fertilize our portfolio like farmers
would their fields, looking to the
long-term harvest.

In addition to celebrating our
50th year in 2019, we also note
another milestone in the history

of the Company. Charles J. Urstadt
(CJU) stepped down as Chairman
of the Company, a position he had
held since 1989, and Charles D.
Urstadt (CDU), an active board
member since 1993, became the
new Chairman.

When CJU became Chairman in
1989, the Company was still named
HRE Properties (HRE) and externally
advised by Merrill Lynch. HRE was a
very different company than UBP is
today, with 24 properties of varying
types (i.e., office, industrial, retail)
located in 15 states.

Almost all of HRE’s properties were
either single tenant, net leased
properties or investments in
partnerships run by operating
partners who managed and leased
the properties for large fees, with
the Company being a passive
equity partner. When the REIT
Modernization Act took effect in the
late 1980’s, a new team of directors
and managers assumed management
of the Company. Led by CJU, the
new management understood that
broad diversification, without an
in-depth understanding of geographic

Tanglewood Shopping Center, located on Central Park Avenue, in Yonkers, New York,
anchored by a 8,300 square foot AutoZone

submarkets and property types, is not
necessarily a winning formula in real
estate investing. A new, more focused
strategy was implemented based on
the following five simple guidelines:

1. Invest in one property type and
develop an expertise in that
property type. Management chose
open-air retail.

2. Invest in one geographic area with
strong demographics and a stable,
long-term future. Management
chose the New York City suburbs.

3. Self-manage the properties because
no one will care about them as
much as we care.

4. Keep mortgage leverage low.

5. Limit the use of joint ventures

and control decision-making for
your properties.

Consistent with these principles,
the Company’s 1989 growth strategy
included and continues to include a
receptiveness to acquiring properties
that are smaller than those typically
sought by other shopping center
investors. Our narrow focus on the
NYC suburbs allows us to efficiently
manage a portfolio that includes
smaller properties, and we believe

we have a lower cost of capital than
many competing local buyers.

Following this strategy, all but one of
HRE’s original 24 properties has been
sold since 1989, and the proceeds
have been reinvested along with new
equity in order to create our current
85-property portfolio. The portfolio
has been transformed from a motley
collection of properties cobbled
together by an outside manager to
a cohesive group of complementary
assets that, for the most part, an
investor can tour without leaving
a 60-minute driving radius from
New York City.

As one of the participants in the post-
1989 transformation of the Company,
CDU’s assumption of the chairmanship
will not result in any changes to the
Company’s strategy. Our stable and
forward-thinking management will
continue to execute and build on the
growth strategy we have been following
for years. We will continue to focus
on acquiring and managing grocery-
anchored, open-air shopping centers
in dense, affluent areas within the
New York City suburbs.

With all the news stories these days
about the struggles of retail real estate,

we constantly
and proactively
re-assess our
strategy and ask
ourselves: is our
current strategy
still sound?

We believe the
answer is yes,
and here’s why:

1. We believe

Stephan A. Rapaglia

Senior Vice President,
Chief Operating Officer,
Real Estate Counsel and
Assistant Secretary

that savvy retailers who focus
on food, basic necessities and
services, (including supermarkets,
warehouse clubs, drugstores,
fitness centers, medical
facilities and restaurants) are
less susceptible to Internet
encroachment and will not only
survive but thrive in the years to
come. Approximately 82% of the
square footage in our portfolio is
anchored by supermarkets and
warehouse clubs selling a high
percentage of food and drugstores
selling prescription drugs and
convenience items.

2. Our portfolio is concentrated 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 $106,000, close
to 73% higher than the national
average. This metric is one of the
highest of all shopping center REITs.

3. Most of our shopping centers are

geographically well-insulated from
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 would make
it very difficult to build a competing
shopping center at an adequate
return on investment.

4. While the challenges of Internet
retail to traditional brick-and-
mortar retail are real, those who
focus only on the challenges miss
the opportunities in this changing
landscape. More and more,
all-Internet retailers like Bonobos,
Warby Parker and Amazon are
now opening physical locations.
They realize that having a physical
presence is essential to growing
a brand and an integral part of
an “omni-channel” sales strategy.
In addition, the majority of
brick-and-mortar retailers have
learned to harness the power of
Internet advertising to increase
or supplement their sales.

5. Lastly, real estate is local, and we
are confident that no one knows
our submarkets like we do.

Leasing Update
We made good progress during 2018
on the leasing front. Our former A&P
supermarket in our Valley Ridge
Shopping Center in Wayne, NJ has
been leased to Whole Foods, which
is owned by Amazon. We are in the
process of completing the work needed
to deliver the 40,000 square foot space
to the tenant. Our former Pathmark
supermarket in our Ferry Plaza
Shopping Center in the Ironbound
section of Newark, NJ has been leased
to Seabra Foods, the preeminent
Portuguese and Spanish supermarket
operator. Seabra is currently renovating
the 63,000 square foot space into
a combination supermarket and

coming due in fiscal 2019. Given our
concerns about the possibility of a rising
interest rate environment, we did not
want to wait and see where interest rates
would be when these mortgages matured.
In October 2018, we refinanced one of
these mortgages and forward rate-locked
the other two. When we complete the
refinancings of the two forward rate-
locked mortgages this spring, the only
mortgage debt coming due before 2022
will be a small mortgage that we intend
to re-pay with available cash. We feel
these refinancing transactions, which are
detailed below, strengthen our already
fortress-like balance sheet.

• Goodwives Shopping Center, Darien,

CT—We entered into a forward
commitment to refinance our $15
million mortgage when it comes due
in March 2019. The new mortgage will
increase the outstanding principal to
$25 million and have a term of ten
years. The interest rate on the new
mortgage will be fixed at 4.815%, which
is a reduction from the current interest
rate of 6.55%. This rate reduction will
save us $260,000 per annum in interest
expense on the existing $15 million
mortgage balance. We intend on using
the additional $10 million in capital
to repay a portion of the outstanding
balance on our revolving credit facility.

John T. Hayes

Miyun Sung

Senior Vice President,
Chief Financial Officer
and Treasurer

Senior Vice President,
Chief Legal Officer and
Secretary

Linda Lacey

Senior Vice President
Leasing

Nicholas Capuano

Vice President and
Real Estate Counsel

Joseph Allegretti

Suzanne Moore

Vice President Leasing

Vice President and Director
of Accounts Receivable

warehouse club. Seabra has a large
wholesale food import business
specializing in Portuguese and
Spanish products. The combination
supermarket and warehouse club will
offer a unique product selection with
tremendous prices. We are very excited
for the business to open this spring.

The percentage leased rate of our total
portfolio rose 0.3% to 93.7%, and in
our consolidated portfolio, we renewed
155 leases totaling 480,000 square
feet at an average rent increase of
6.5% and signed 60 new leases totaling
210,000 square feet at an average rent
decrease of 11.7%. A large portion
of the decrease on new lease rents
was caused by the lease with Seabra.
Seabra’s rent is significantly lower
than that of the prior tenant because
the prior tenant bought out of its lease
for a substantial payment, and Seabra
agreed to take the space in “as-is”
condition without any landlord work
or tenant improvement allowance.
Excluding the unique Seabra deal, the
average rent decrease for new leases
was 4.6%.

Capital Market Events
We continued this year to take full
advantage of historically low interest
rates to lower the Company’s cost of
capital. Three mortgage loans were

Diane Midollo

Vice President and
Controller

• Ferry Plaza Shopping Center, Newark,

Acquisitions Summary

NJ—We entered into a forward
commitment to refinance our
$10 million mortgage when it comes
due in March 2019. The new mortgage
will have a term of ten years. The
interest rate on the new mortgage
will be fixed at 4.63%, which is a
reduction from the current interest
rate of 6.15%. This rate reduction
will save us $152,000 per annum in
interest expense.

• Putnam Plaza Shopping Center,
Carmel, NY (66.7% ownership
interest)—Although this mortgage
was not scheduled to mature until
October 2019, we had an opportunity
to pre-pay without penalty, and we
took advantage of this opportunity
by refinancing the existing balance.
The new $18.9 million mortgage has
a term of ten years, and the interest
rate increased from 4.17% to 4.81%.

In July 2017, we refinanced the $44
million, 5.52% mortgage on Ridgeway
Shopping Center with a larger $50
million mortgage at a fixed interest
rate of 3.398%, a transaction that will
save the Company over $927,000 in
annual interest going forward. Notably,
we remain one of the lowest leveraged
REITs with aggregate mortgage debt
equal to only 26% of total book
capitalization at year-end.

At October 31, 2018, the ratio of
our debt to earnings before interest,
taxes, depreciation and amortization
(EBITDA) was approximately 4.01,
while the average ratio of debt to
EBITDA for our public company
shopping center peer group (18
publicly-traded open air shopping
center REITs) was 6.64. We believe
that a lower multiple is evidence of
our strong balance sheet.

Despite the challenging capital markets, our strong balance sheet
allowed us to acquire interests in the following properties in 2018:

James M. Aries

Zach Fox

Senior Vice President
Director of Acquisitions

Vice President Acquisitions
Manager

1 Yankee Ridge Center,

Ridgefield CT

Description: A 24,200 square foot
building located at 470 Main Street,
which is part of the Yankee Ridge
Condominium and includes lower-level
retail space and upper floor office space.

Key Tenants: Local tenants, including
an Asian fusion restaurant. Tenants of
other buildings in the condominium
complex that are not owned by the
company include M&T Bank, a popular
local diner and a music store.

Price: $3,100,000

Location: Located in the heart of
downtown Ridgefield, CT just down
the block from our other mixed-use
properties in downtown Ridgefield.

Closing Date: January 2018

Future Plans: We purchased this
property at a below market price by
first acquiring the mortgage note
on the property from the foreclosing
lender. We completed the foreclosure
in January 2018 and became the
owner. We are currently improving
the building systems, which were
in disrepair, as well as the common
areas and roofs.

Tanglewood Shopping Center,
Yonkers, NY

Description: A 27,000 square foot
shopping center on 2.7 acres of land.

Key Tenants: AutoZone, Dunkin Donuts,
T-Mobile and Wing-Stop

Price: $13,100,000

Location: Located on Central Park
Avenue at the prominent intersection
with Crisfield Street, there are
approximately 135,000 people living
within a 3-mile radius of the property
with an estimated median household
income of $154,000. Tanglewood
is located within four miles of four
Metro-North train stations with express
service to Manhattan (Crestwood,
Tuckahoe, Scarsdale and Bronxville).

Closing Date: March 2018

Future Plans: We plan to renovate the
façade and improve the signage to help
improve our tenants’ business.

Putnam County Saving Bank,
New City, NY

Description: A 3,000 square foot
free-standing, single tenant building,
fully-occupied by Putnam County
Savings Bank and located on 1 acre

of land, part of which is leased by
the adjacent shopping center for
parking purposes.

Tenant: Putnam County Savings Bank

Valuation: $3,100,000

Location: Located directly in front of
a grocery-anchored shopping center
that also leases parking spaces from
our property, a situation which may
improve our chances of acquiring the
adjacent shopping center in the future.

Closing Date: June 2018

Future Plans: No significant near-term
plans.

PROPOSED PERSPECTIVE FROM
SIDNEY STREET / INTERSTATE 95

Development Site,
Stratford, CT

Description: 3 acres of land adjacent
to the Dock Shopping Center, which
is owned by the company.

Valuation: $3,000,000

Location: Located adjacent to our
existing shopping center and across
the street from a property containing
a Walmart, Home Depot and ShopRite
Supermarket.

Closing Date: The final parcel was
acquired in September 2018.

Future Plans: We have obtained site
plan approval to construct a 130,000
square foot self-storage building and
two retail pads totaling 8,600 square
feet. Construction is expected to
commence in the spring of 2019. The
self-storage building will be managed
by Extra Space Storage, which manages
our other self-storage development
in Yorktown, NY. The retail pads are
approximately 25% pre-leased.

Given the extremely competitive
nature of our business, it has
always been our policy to keep our
acquisition prospects very close
to the vest. We are always actively
looking to grow the portfolio, even
in a challenging capital markets
environment, as we take a long-term
view of real estate investing.

Lakeview Plaza,
Brewster, NY

Outlook

Description: A 177,000 square foot,
shopping center on 23 acres of land.

Key Tenants: ACME Supermarket, Rite
Aid, JPMorgan Chase, M&T Bank, Key
Bank, Supercuts and Burger King

Price: $12,000,000

Phone:

1030 Washington St
Raleigh, NC 27605
919-846-1600
ARCHITECTSKT.COM

ARCHITECT
TIMOTHY
KURMASKIE

Location: Located on Route 22, a
major north/south road with an
average daily traffic count of 30,500
cars, approximately 1 mile north
of the intersections of I-684 and
I-84. Approximately 52,500 people
live within a 5-mile radius of the
property having an estimated median
household income of $106,000.

THE DRAWINGS AND DESIGN SHOWN ARE THE PROPERTY
OF ARCHITECT TIMOTHY KURMASKIE. THE REPRODUCTION
OR USE OF THIS PROPERTY WITHOUT THE WRITTEN
CONSENT FROM THE ARCHITECT IS PROHIBITED AND ANY
INFRINGEMENT OF THESE RIGHTS IS SUBJECT TO LEGAL
ACTION.

SELF STORAGE

Closing Date: December 2018

Future Plans: Lakeview Plaza was a
rare opportunity in our market to
purchase a foreclosed shopping center
property from a lender. We believe we
purchased the property at a significant
discount to replacement cost, and we
have commenced an approximate $6-8

million capital
improvement
program to
restore this
property to the
solid grocery-
anchored center
that it once was.
The property is
73% leased and
represents a good
opportunity to
create value by making improvements
and increasing occupancy.

Vice President Management
and Construction

Andrew Albrecht

In December 2018, 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 49th consecutive year
that UBP has paid a dividend and the
25th consecutive year that UBP has
increased the dividend level.

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
that our properties are located in. We
look forward to celebrating our 50th
anniversary with you in fiscal 2019.

Willing L. Biddle
President and
Chief Executive Officer

Charles D. Urstadt
Chairman

Charles J. Urstadt
Chairman Emeritus

January 2019

NEW HAMPSHI RE

Urstadt Biddle Properties has a dramatically different investment portfolio today
than it did in the early stages of its existence. A mix of 24 office, warehouse
and retail properties located in 15 states has been transformed into 85
properties, consisting primarily of grocery-anchored open air shopping centers
concentrated in the high demographic suburbs of New York City.

HRE
Properties
1989

Pacific
Pacific
Northwest
Northwest
16%
16%

Pacific
Pacific
Coast
Coast
9%
9%

17%

38%

45%

Office Properties

Retail Properties

Distribution and Service Properties

Rocky
Rocky
Mountain
Mountain
10%
10%

Southwest
Southwest
8%
8%

Midwest
Midwest
12%
12%

Northeast
Northeast
17%
17%

Southeast
Southeast
28%
28%

CONNECTICU T

LONG I SLAND

Today

FAIRFIELDLITCHFIELDNEW HAVENPASSAICBERGENUNIONMORRISESSEXROCKLANDWESTCHESTERPUTNAMSUFFOLKROCKINGHAMNEW JERSEYNEW YORKMASSACHUSETTS43

NEW HAMPSHIRE

1 Corporate Headquarters Greenwich

2 Greenwich Commons Greenwich

2 Cos Cob Plaza Greenwich

2 Kings Shopping Center Greenwich

2 Cos Cob Commons Greenwich

3 Ridgeway Shopping Center Stamford

3 Newfield Green Stamford

3 970 High Ridge Road Stamford

3 High Ridge Shopping Center Stamford

4 Goodwives Shopping Center Darien

5 Fairfield Centre Fairfield

6 Ridgefield Center Ridgefield

6 470 Main Street Ridgefield

7 Airport Plaza Danbury

7 Danbury Square Danbury

8 Veteran’s Plaza New Milford

8 New Milford Plaza New Milford

8 Fairfield Plaza New Milford

CONNECTICUT

LONG ISLAND

FAIRFIELDLITCHFIELDNEW HAVENPASSAICBERGENUNIONMORRISESSEXROCKLANDWESTCHESTERPUTNAMSUFFOLKROCKINGHAMNEW JERSEYNEW YORKMASSACHUSETTS 9 The Hub Center Bethel

10 Starbucks Center Monroe

11 The Dock Stratford

12 Aldi Center Derby

13 Orange Meadows Shopping Center

14 Carmel ShopRite Center Carmel

Orange

14 Putnam Plaza Carmel

15 Lakeview Shopping Center Brewster

16 Towne Centre Shopping Center

Somers

16 Somers Commons Somers

16 Heritage 202 Center Somers

17 Village Commons Katonah

18 Staples Center Yorktown Heights

19 Arcadian Shopping Center Ossining

20 Chilmark Shopping Center

Briarcliff Manor

21 76 N Main Street New City

22 Orangetown Shopping Center

23 Harrison Towne Center Harrison

Orangeburg

24 Pelham Manor Plaza Pelham

25 Shoppes at Eastchester Eastchester

25 Eastchester Plaza Eastchester

26 Midway Shopping Center Scarsdale

26 Tanglewood Shopping Center Yonkers

27 McLean Plaza Yonkers

28 H-Mart Plaza Fort Lee

29 Washington Commons Dumont

30 Van Houten Farms Shopping Center

Passaic

31 Emerson Shopping Plaza Emerson

32 Waldwick Plaza Waldwick

32 UBP Rite Aid Plaza Waldwick

33 Chestnut Ridge Shopping Center

34 Cedar Hill Shopping Center

34 Midland Park Shopping Center

Montvale

Wyckoff

Midland Park

35 Meadtown Shopping Center

36 Pompton Lakes Town Square

37 Boonton A&P Shopping Center

Kinnelon

Pompton Lakes

Boonton

38 Valley Ridge Shopping Center Wayne

39 Bloomfield Crossing Bloomfield

40 Ferry Plaza Newark

41 Village Shopping Center

New Providence

42 Gateway Plaza Riverhead

43 Newington Park Newington

MAP LOCATION

SQUARE FEET

PRINCIPAL TENANT

PROPERTY TYPE

MAP LOCATION

SQUARE FEET

PRINCIPAL TENANT

PROPERTY TYPE

INVESTMENT PORTFOLIO (as of January 10, 2019)
UBP owns or has equity interests in 85 properties which
total 5,307,000 square feet.

CONNECTICUT
Fairfield County, CT
3 Stamford
11 Stratford
7 Danbury
4 Darien
3 Stamford
3 Stamford
6 Ridgefield
5 Fairfield
1 Greenwich
2 Greenwich
2 Greenwich
Westport
7 Danbury
9 Bethel
3 Stamford
6 Ridgefield
2 Greenwich
10 Monroe
2 Greenwich
Greenwich
Greenwich

Stop & Shop Supermarket
Stop & Shop Supermarket
Christmas Tree Shops
Stop & Shop Supermarket
Trader Joe’s

374,000
278,000
194,000
96,000
87,000
72,000 Grade A Market
62,000
Keller Williams
62,000 Marshalls
58,000 UBP
CVS
48,000
Kings Supermarket
40,000
El Matador Restaurant
39,000
Buffalo Wild Wings
33,000
Bozzuto’s
31,000
Federal Express
27,000
Asian/Fusion Restaurant
24,000
Jos A. Bank
15,000
10,000
Starbucks
10,000 Wells Fargo Bank
CVS
Chase Bank

8,000
4,000
1,572,000

235,000 Walmart

Big Y Supermarket
T.J. Maxx

Litchfield County, CT
8 New Milford
8 New Milford
8 New Milford

New Haven County, CT
13 Orange
12 Derby

81,000
72,000
388,000

78,000
38,000
116,000

NEW YORK
Westchester County, NY
26 Scarsdale
19 Ossining
16 Somers
18 Yorktown
16 Somers
25 Eastchester
27 Yonkers
20 Briarcliff Manor
22 Rye

ShopRite Supermarket
Stop & Shop Supermarket

250,000
137,000
135,000 Home Goods
121,000
80,000
70,000
58,000
47,000
39,000

Staples
CVS
Acme Supermarket
Acme Supermarket
CVS
Bareburger

Ossining

29,000 Westchester Community

College
Katonah Pharmacy
AutoZone
Key Food Supermarket

28,000
27,000
26,000
25,000 Manor Market
CVS
24,000
People’s United Bank
19,000

17 Katonah
26 Yonkers
23 Harrison
24 Pelham
25 Eastchester

Bronxville and

Yonkers
16 Somers

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

Shopping center
Shopping center
Shopping center

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
Shopping center
Retail (4 buildings)

19,000
1,134,000

Putnam County Savings Bank Shopping center

Trader Joe’s Supermarket
Aldi Supermarket

Shopping center
Shopping center

Putnam County, NY
14 Carmel
15 Brewster
14 Carmel
Carmel

Suffolk County, NY
42 Riverhead

Rockland County
22 Orangeburg

Spring Valley

21 New City

Ulster County, NY
Kingston

Orange County, NY
Unionville

Columbia County, NY

189,000
177,000
129,000
4,000
499,000

Tops Supermarket
Acme Supermarket
ShopRite Supermarket
Vacant

Shopping center
Shopping center
Shopping center
Net leased property

211,000 Walmart & Applebee’s

Shopping center

74,000
24,000
3,000
101,000

Shopping center
CVS
Spring Valley Foods
Shopping center
Putnam County Savings Bank Retail (1 building)

3,000

Taste of Italy

Net leased property

3,000 Unionville Family Restaurant Net leased property

Hillsdale

2,000

Friendly’s Restaurant

Net leased property

NEW JERSEY
Bergen County, NJ
34 Midland Park
31 Emerson
33 Montvale

130,000
93,000
76,000

29 Dumont
34 Wyckoff
32 Waldwick
32 Waldwick
28 Fort Lee

Shopping center
Shopping center
Shopping center

Kings Supermarket
ShopRite Supermarket
The Fresh Market
Supermarket
Stop and Shop Supermarket Shopping center
Shopping center
Shopping center
Retail—Single tenant
Retail supermarket—
Single tenant

74,000
43,000 Walgreens
27,000 United States Post Office
20,000

Rite Aid
7,000 H-Mart Supermarket

470,000

Passaic County, NJ
36 Pompton Lakes 125,000
102,000
38 Wayne
37,000
30 Passaic
264,000

Planet Fitness
PNC Bank
Valley National Bank

Shopping center
Shopping center
Shopping center

Essex County, NJ
40 Newark
39 Bloomfield
Bloomfield

Morris County, NJ
35 Kinnelon
37 Boonton
Chester

108,000

Seabra Supermarket

59,000 Walgreens

3,000
170,000

Friendly’s Restaurant

77,000 Marshalls
63,000
9,000
149,000

Acme Supermarket
Rainbow Child Care

Shopping center
Shopping center
Net leased property

Shopping center
Shopping center
Retail

Union County, NJ
41 New Providence 109,000

Acme Supermarket

Shopping center

Somerset County, NJ
Bernardsville

14,000

Laboratory Corp.

Office building

NEW HAMPSHIRE
Rockingham County, NH
43 Newington

102,000

Savers

Shopping center

financials

contents

Consolidated Balance Sheets at October 31, 2018 and 2017 . . . . . . . . . 14

Consolidated Statements of Income for each of the

three years in the period ended October 31, 2018 . . . . . . . . . . . . . . 15

Consolidated Statements of Comprehensive Income for each

of the three years in the period ended October 31, 2018 . . . . . . . . . 16

Consolidated Statements of Cash Flows for each of the

three years in the period ended October 31, 2018 . . . . . . . . . . . . . . 17

Consolidated Statements of Stockholders’ Equity

for each of the three years in the period
ended October 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . 20

Report of Independent Registered Public Accounting Firm . . . . . . . . 38

Management’s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 39

Management’s Report on Internal Control

over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Report of Independent Registered Public Accounting Firm

on Internal Control over Financial Reporting . . . . . . . . . . . . . . . . . . 53

Quantitative and Qualitative Disclosures about Market Risk . . . . . . . 54

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . 54

Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

Urstadt Biddle ProPerties inc.

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

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

Total Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:
Revolving credit lines
Mortgage notes payable and other loans
Accounts payable and accrued expenses
Deferred compensation—officers
Other liabilities

Total Liabilities

Redeemable Noncontrolling Interests

Commitments and Contingencies

Stockholders’ Equity:
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 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; 9,822,006 and

9,664,778 shares issued and outstanding

Class A Common Stock, par value $0 .01 per share; 100,000,000 shares authorized;

29,814,814 and 29,728,744 shares issued and outstanding

Additional paid in capital
Cumulative distributions in excess of net income
Accumulated other comprehensive income

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

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

October 31,

2018

2017

$1,118,075
(218,653)
899,422
37,434
936,856
10,285
2,540
5,567
22,607
19,927
10,451
$1,008,233

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

$ 28,595
293,801
3,900
72
21,466
347,834

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

78,258

81,361

75,000

115,000

—

298
518,136
(133,858)
7,466
582,141
$1,008,233

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

FINANCIAL STATEMENTS

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

Revenues
Base rents
Recoveries from tenants
Lease termination
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

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.

Year Ended October 31,

2018

2017

2016

$ 95,902
31,144
3,795
4,511
135,352

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

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

22,009
21,167
28,324
9,223
859
—
344
81,926

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

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

53,426

47,266

45,327

(13,678)
2,085
350
—
42,183

(4,716)
37,467
(12,250)
—
$ 25,217

$0.61
$0.68

$0.60
$0.67

(12,981)
2,057
356
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

(889)
33,716
(14,280)
—
$ 19,436

$0 .50
$0 .57

$0 .49
$0 .56

Urstadt Biddle ProPerties inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)

Year Ended October 31,

2018

2017

2016

Net Income

$ 42,183

$ 55,432

$ 34,605

Other comprehensive income:
Change in unrealized gain on marketable equity securities
Change in unrealized gain (loss) on interest rate swaps

Total comprehensive income
Comprehensive income attributable to noncontrolling interests

569
4,155

46,907
(4,716)

—
4,045

—
(73)

59,477
(2,499)

34,532
(889)

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

42,191
(12,250)
—

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

33,643
(14,280)
—

Total comprehensive income applicable to Common
and Class A Stockholders

$ 29,941

$ 37,943

$ 19,363

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

FINANCIAL STATEMENTS

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) of 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
Acquisitions of noncontrolling interests
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
Purchases of securities available for sale
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
Amortization payments on mortgage notes payable
Proceeds from mortgage note payable and other loans
Repayment of mortgage notes payable and other loans
Proceeds from revolving credit line borrowings
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
Shares withheld for employee taxes
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 In Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Year

Year Ended October 31,

2018

2017

2016

$ 42,183

$ 55,432

$ 34,605

28,324
(957)
859
4,085
(24)
—
(2,085)
2,085

(956)
161
(1,857)
(234)
71,584

(6,910)
—
(1,220)
—
—
(1,000)
—
(8,184)
—
—
(4,999)
(4,716)
553
(26,476)

(41,626)
(12,250)
(6,427)
10,000
(17,624)
33,595
196
(9,000)
(120)
(241)
—
—
(43,497)

1,611
8,674

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

Cash and Cash Equivalents at End of Year

$ 10,285

$ 8,674

$ 7,271

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

Urstadt Biddle ProPerties inc.

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

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 gain (loss) 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 adjustment
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2017
Net income applicable to Common and Class A common
stockholders
Change in unrealized gains on marketable securities
Change in unrealized gains on interest rate swap
Cash dividends paid:
Common stock ($0 .96 per share)
Class A common stock ($1 .08 per share)
Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Shares withheld for employee taxes
Forfeiture of restricted stock
Restricted stock compensation and other adjustments
Repurchase of Class A Common stock
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2018

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

3,000,000

$75,000

—

$ —

—
—

—
—
—
—
—
—
—
—
5,175,000

—
—
—
—
—
—
—
—
129,375

—
—
—
—
—
—
—
—
3,000,000

—
—

—
—
—
—
—
—
(5,175,000)
—
—
—

—
—
—
—
—
—
(129,375)
—
—
—

—
—
—
—
—
—
—
—
—
3,000,000

—
—
—

—
—

—
—
—
—
—
—
—
—
—

—
—

—
—
—
—
—
—
—
—
—

—
—

—
—
—
—
—
4,600,000
—
—
—
4,600,000

—
—
—
—
—
115,000
—
—
—
115,000

—
—
—

—
—
—
—
—
—
—
—
75,000

—
—

—
—
—
—
—
—
—
—
—
75,000

—
—
—

—
—
—
—
—
—
—
—
—
$ —

—
—
—
—
—
—
—
—
—
3,000,000

—
—
—
—
—
—
—
—
—
$75,000

—
—
—
—
—
—
—
—
—
4,600,000

—
—
—
—
—
—
—
—
—
$115,000

—
—
—

—
—
—
—
—
—
—
—
—
—

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)

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

9,350,885

$94

26,370,216

$264

$431,411

$ (94,136)

$ (1,230)

$ 540,778

—
—

—
—
4,988
152,100
—
—
—
—
9,507,973

—
—

—
—
4,705
152,100
—
—
—
—
—
9,664,778

—
—
—

—
—
4,528
152,700
—
—
—
—
—
9,822,006

—
—

—
—
—
2
—
—
—
—
96

—
—

—
—
—
1
—
—
—
—
—
97

—
—
—

—
—
—
2
—
—
—
—
—
$99

—
—

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

—
—

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

—
—
—

—
—
5,766
102,800
(10,886)
(4,950)
—
(6,660)
—
29,814,814

—
—

—
—
—
1
—
31
—
—
296

—
—

—
—
—
1
—
—
—
—
—
297

—
—
—

—
—
—
1
—
—
—
—
—
$298

—
—

—
—
219
(3)
—
73,623
4,410
—
509,660

—
—

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

—
—
—

—
—
197
(3)
(240)
—
4,085
(120)
—
$518,136

19,436
—

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

33,898
—

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

25,217
—
—

(9,426)
(32,200)
—
—
—
—
—
—
2,674
$(133,858)

—
(73)

—
—
—
—
—
—
—
—
(1,303)

—
4,045

—
—
—
—
—
—
—
—
—
2,742

—
569
4,155

—
—
—
—
—
—
—
—
—
$ 7,466

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

25,217
569
4,155

(9,426)
(32,200)
197
—
(240)
—
4,085
(120)
2,674
$ 582,141

Urstadt Biddle ProPerties inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 2018 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, 2018 . As of October 31, 2018, the fiscal
tax years 2014 through and including 2017 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:
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 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) .

(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, 2018, the
Company owned or had equity interests in 84 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 6 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 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAn acquired process is considered substantive if:
• The process includes an organized workforce (or

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

• The process cannot be replaced without significant

cost, effort, or delay; or

• The process is considered unique or scarce .

Generally, the Company expects that acquisitions of
real estate or in-substance real estate will not meet the
definition of a business because substantially all of the
fair value is concentrated in a single identifiable asset or
group of similar identifiable assets (i .e . land, buildings,
and related intangible assets) or because the acquisition
does not include a substantive process in the form of an
acquired workforce or an acquired contract that cannot
be replaced without significant cost, effort or delay .
Acquisitions of real estate and in-substance real estate
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 the Company utilizes
to determine fair value in a business combination .
The value of tangible assets acquired is based upon our
estimation of value on an “as if vacant” basis . The value
of acquired in-place leases includes the estimated costs
during the hypothetical lease-up period and other costs
that would have been incurred in the execution of similar
leases under the market conditions at the acquisition date
of the acquired in-place lease . We assess the fair value
of tangible and intangible assets based on numerous
factors, including estimated cash flow projections that
utilize appropriate discount and capitalization rates and
available market information . Estimates of future cash
flows are based on a number of factors, including the
historical operating results, known trends, and market/
economic conditions that may affect the property .
The values of acquired above and below-market leases,
which are included in prepaid expenses and other assets
and other liabilities, respectively, are amortized over the
terms of the related leases and recognized as either

an increase (for below-market leases) or a decrease (for
above-market leases) to rental revenue . The values of
acquired in-place leases are classified in other assets in the
accompanying consolidated balance sheets and amortized
over the remaining terms of the related leases .

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

Depreciation 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 .
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 .
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 .

Urstadt Biddle ProPerties inc. The combined operating results of the White Plains
Property and Fairfield Property, which are included
in continuing operations, were as follows (amounts
in thousands):

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

Year Ended October 31,

2018
$—
—
—
$—

2017
$2,279
(331)
(90)
$1,858

2016
$ 5,604
(1,330)
(476)
$ 3,798

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 $4,901,000 and $4,279,000 as of October 31,
2018 and 2017, 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, 2018 .

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, 2018 and 2017,
approximately $18,375,000 and $17,349,000, 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 April 2018, the Company entered into a lease
termination agreement with a tenant at its Ferry Plaza
property located in Newark, NJ . The agreement provided
that the tenant pay the Company $3 .7 million in exchange
for the tenant to be released from all future obligations
under its lease . The Company received payment in April
2018 and has recorded the payment received as lease
termination income in its consolidated statements of
income for the fiscal year ended October 31, 2018, as the
payment met all of the revenue recognition conditions
under U .S . GAAP .
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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 .2 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, 2018 and 2017, tenant receivables
in the accompanying consolidated balance sheets are shown
net of allowances for doubtful accounts of $4,800,000 and
$4,543,000, respectively .

Cash Equivalents
Cash and cash equivalents consist of cash in banks and
short-term investments with original maturities of less
than three months .

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 .

Marketable Securities
Marketable equity securities are carried at fair value
based upon quoted market prices in active markets .
The Company has classified its marketable securities as
available for sale . Unrealized holding gains and losses
are excluded from earnings and reported as a separate
component of stockholders’ equity until realized .
The change in the unrealized net holding gains (losses)
is reflected as comprehensive income (loss) .
In February and March 2018, the Company purchased
approximately $5 .0 million of REIT securities with
available cash .
The Company individually reviews and evaluates its
marketable securities for impairment on a quarterly basis
or when events or circumstances occur . The Company
considers, among other things, credit aspects of the issuer,
amount of decline in fair value over cost and length of
time in a continuous loss position . The Company normally
holds REIT securities on a long-term basis and has the
ability and intent to hold securities to recovery . If a decline
in fair value is determined to be other than temporary, an
impairment charge is recognized in earnings and the cost
basis of the individual security is written down to fair
value as the new cost basis . As of October 31, 2018, the
Company’s investment in REIT securities consists of an
investment in one issuer and the aggregate fair value of
the Company’s investment is above the Company’s cost .
The unrealized gain at October 31, 2018 and October 31,
2017 is detailed below (in thousands):

Fair Market
Value

Cost Basis

Unrealized
Gain/(Loss)

Gross
Unrealized Gains

Gross
Unrealized (Loss)

October 31, 2018
REIT Securities

October 31, 2017
REIT Securities

$5,567

$4,998

$569

$ —

$569

$ —

$—

Urstadt Biddle ProPerties inc.

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, 2018, 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, 2018, the Company
had approximately $97 .7 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 .74% per
annum . As of October 31, 2018 and 2017, the Company had
a deferred liability of $114,000 and $574,000, respectively
(included in accounts payable and accrued expenses on
the consolidated balance sheets) and a deferred asset of
$7,011,000 and $3,316,000, 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) .
Other comprehensive income (loss) includes items
that are otherwise recorded directly in stockholders’
equity, such as unrealized gains/(losses) on marketable
securities classified as available-for-sale and unrealized
gains and losses on interest rate swaps designated as
cash flow hedges . At October 31, 2018, accumulated
other comprehensive income consisted of net unrealized
gains on marketable securities classified as available for
sale of $569,000 and net unrealized gains on interest rate
swap agreements of $6 .9 million . At October 31, 2017,
accumulated other comprehensive income consisted of
net unrealized gains on interest rate swap agreements of
approximately $2 .7 million . 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSdeclared 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
stockholders—diluted

Denominator
Denominator for basic EPS—
weighted average common shares
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

Year Ended October 31,

2018

2017

2016

$ 5,173 $ 6,857

$ 4,142

259

376

236

$ 5,432 $ 7,233

$ 4,378

8,517

8,383

8,241

597

643

669

9,114

9,026

8,910

$20,044 $27,041 $15,294

(259)

(376)

(236)

$19,785 $26,665 $15,058

29,335

29,317

26,921

178

186

191

29,513

29,503

27,112

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,
2017
11 .2%
88 .8%
100 .0%

2018
10.4%
89.6%
100.0%

11 .3%
88 .7%
100 .0%

2016

Year Ended
October 31,

2018

7.0%
93.0%
100.0%

2017

7 .2%
92 .8%
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, 2018,
2017 and 2016 .

Urstadt Biddle ProPerties inc.

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

Reclassification
Certain fiscal 2016 and 2017 amounts have been
reclassified to conform to current period presentation .

New Accounting Standards
In May 2014, the FASB issued Accounting Standards
Update (“ASU”) ASU 2014-09, “Revenue from Contracts
with Customers (Topic 606)” (“ASU 2014-09”) . The
objective of ASU 2014-09 is to establish a single
comprehensive model for entities to use in accounting for
revenue arising from contracts with customers and will
supersede most of the existing revenue recognition
guidance, including industry-specific guidance . The
core principle is that an entity should recognize revenue
to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange
for those goods or services . In applying ASU 2014-09,
companies will perform a five-step analysis of transactions
to determine when and how revenue is recognized . ASU
2014-09 applies to all contracts with customers except
those that are within the scope of other topics in the FASB’s
ASC . ASU 2014-09 is effective for annual reporting periods
(including interim periods within that reporting period)
beginning after December 15, 2016 and shall be applied
using either a full retrospective or modified retrospective
approach . Early application is not permitted . In August
2015, FASB issued ASU 2015-14, which defers the effective
date of ASU 2014-09 for all public companies for all annual
periods beginning after December 15, 2017 with early
adoption permitted only as of annual reporting periods
beginning after December 31, 2016, including interim
periods within the reporting period . In March 2016, the
FASB issued ASU 2016-08 as an amendment to ASU

Year Ended October 31,
2017

2016

2018

Ridgeway Percent Leased

96%

98%

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

2018

2017

2016

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

20%
14%

10%

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 .

Income Statement
(In thousands): Year Ended October 31, 2018

All Other
Operating
Segments

$121,337
$ 39,082
$ 11,809

Total
Consolidated

$135,352
$ 43,176
$ 13,678

Ridgeway

$14,015
$ 4,094
$ 1,869

$ 2,616

$ 25,708

$ 28,324

$ 5,436

$ 36,747

$ 42,183

Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization
Income from
Continuing
Operations

Year Ended October 31, 2017
All Other
Operating
Segments

Total
Consolidated

Ridgeway

Revenues
Operating Expenses
Interest Expense
Depreciation and
Amortization
Income from
Continuing
Operations

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

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

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

$ 3,016

$ 23,496

$ 26,512

$ 4,973

$ 31,725

$ 36,698

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 completed its assessment on the potential
impact that the adoption of ASU 2014-09 and ASU 2016-08
will have on its consolidated financial statements and has
determined that no adjustment is needed upon adoption
of the new accounting standard . The majority of our
revenue falls outside of the scope of this guidance .
In February 2016, the FASB issued ASU 2016-02,
“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 upfront . 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 January 2016, the FASB issued ASU 2016-01,
“Financial Instruments—Overall: Recognition and
Measurement of Financial Assets and Financial Liabilities” .
ASU 2016-01 requires equity investments (except those
accounted for under the equity method of accounting,
or those that result in consolidation of the investee) to
be measured at fair value with changes in fair value
recognized in net income, requires public business entities
to use the exit price notion when measuring the fair
value of financial instruments for disclosure purposes,
requires separate presentation of financial assets and
financial liabilities by measurement category and form of
financial asset, and eliminates the requirement for public
business entities to disclose the method(s) and significant
assumptions used to estimate the fair value that is required
to be disclosed for financial instruments measured at
amortized cost . These changes become effective for the
Company’s fiscal year beginning November 1, 2018 . The
most significant change for the Company will be the
accounting for the Company’s investments in marketable

securities classified as available for sale, which are currently
carried at fair value with unrealized gains and losses
being excluded from earnings and reported as a separate
component of stockholders’ equity until realized with the
change in net unrealized gains and losses being reflected
as comprehensive income (loss) . Under ASU 2016-01,
beginning November 1, 2018, these marketable securities
will continue to be measured at fair value, however, the
changes in net unrealized holding gains and losses will
be recognized through net income . The adjustment to the
opening balance of distributions in excess of net income
in Stockholder’s equity on November 1, 2018, using the
modified retrospective approach, will be a decrease in the
amount of $569,000 .
The Company has evaluated all other new ASU’s issued
by FASB, and has concluded that these updates do not
have a material effect on the Company’s consolidated
financial statements as of October 31, 2018 .

(2) REAL ESTATE INVESTMENTS
The Company’s investments in real estate, net of
depreciation, were composed of the following at
October 31, 2018 and 2017 (in thousands):

Consolidated

Investment Unconsolidated
Joint Ventures
Properties
$37,434
$889,243
—
10,179
$37,434
$899,422

Retail
Office

2018
Totals

2017
Totals
$926,677 $923,118
10,313
$936,856 $933,431

10,179

The Company’s investments at October 31, 2018 consisted
of equity interests in 84 properties . The 84 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 .

Urstadt Biddle ProPerties inc.

(3) INVESTMENT PROPERTIES
The components of the properties consolidated in the
financial statements are as follows (in thousands):

The financial information set forth below summarizes
the Company’s purchase price allocation for the properties
acquired during the fiscal year ended October 31, 2018
(in thousands) .

Land
Buildings and improvements

Accumulated depreciation

October 31,
2018

886,415

2017
$ 231,660 $ 218,501
871,901
1,118,075 1,090,402
(195,020)
$ 899,422 $ 895,382

(218,653)

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
$550 .9 million become due as follows (in millions):
2019— $91 .0; 2020—$82 .3; 2021—$73 .1; 2022—$62 .5;
2023—$46 .5; and thereafter—$195 .5 .
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, 2018 .

Significant Investment Property Transactions
In October 2017, the Company purchased a promissory
note secured by a mortgage on 470 Main Street in
Ridgefield, CT (“470 Main”), which comprises part of the
Yankee Ridge retail and office mixed-use property . The
note was purchased from the existing lender . In January
2018, the Company completed foreclosure of the mortgage
and became the owner of 470 Main . Total consideration
paid for the note, including costs, totaled $3 .1 million .
470 Main is a 24,200 square foot building with ground
and first floor retail and second floor office space . The
Company funded the note purchase with available cash .
In March 2018, the Company, through a wholly-owned
subsidiary, purchased for $13 .1 million a 27,000 square foot
shopping center located in Yonkers, NY (“Tanglewood”) .
The Company funded the purchase with available cash,
borrowings on its unsecured revolving credit facility and
the issuance of $11 .0 million in unsecured promissory
notes to the seller (see note 4) .
The Company accounted for the purchase of 470 Main,
Tanglewood and a property acquired through a joint
venture, which the Company consolidates (see note 5),
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 .

470 Main

Tanglewood

New City

Assets:
Land
Building and

improvements

In-place leases
Above market leases

Liabilities:
In-place leases
Below Market Leases

$ 293

$2,786
$ 68
$ 25

$ —
$ 43

$7,525

$5,920
$ 147
$ 81

$ —
$ 396

$2,498

$ 632
$ 38
$ —

$ —
$ —

The value of above and below market leases are
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, 2018, 2017 and
2016, the net amortization of above-market and below-
market leases was approximately $1,209,000, $223,000 and
$157,000, respectively, which is included in base rents in
the accompanying consolidated statements of income .
In Fiscal 2018, the Company incurred costs of
approximately $8 .2 million related to capital
improvements and leasing costs to its properties .

(4) MORTGAGE NOTES PAYABLE, BANK LINES

OF CREDIT AND OTHER LOANS

At October 31, 2018, 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 .5% to 6 .6% and are
collateralized by real estate investments having a net
carrying value of approximately $558 .2 million .
Combined aggregate principal maturities of mortgage
notes payable during the next five years and thereafter
are as follows (in thousands):

2019
2020
2021
2022
2023
Thereafter

Principal

Scheduled
Repayments Amortization
$ 6,362
6,031
6,391
5,581
5,269
6,222
$35,856

$ 26,880
—
—
49,486
—
181,579
$257,945

Total
$ 33,242
6,031
6,391
55,067
5,269
187,801
$293,801

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2018 .
As of October 31, 2018, $71 million was available to be
drawn on the Facility .
During the fiscal years ended October 31, 2018 and 2017,
the Company borrowed $33 .6 million and $52 million,
respectively, on its Facility to fund capital improvements
to our properties, property acquisitions and for general
corporate purposes . During the fiscal years ended October 31,
2018 and 2017, the Company re-paid $9 .0 million and $56 .0
million, respectively, on its Facility with available cash .
In March 2018, the Company through a wholly-owned
subsidiary, purchased Tanglewood for $13 .1 million (see
note 3) . A portion of the purchase price was funded by
issuing $11 million of unsecured promissory notes payable
to the seller of the property, consisting of three tranches . In
May 2018, the short-term notes tranche in the amount of
$7 .8 million was repaid with borrowings on the Company’s
Facility . The remaining balance of the notes is included in
mortgage notes payable and other loans on the Company’s
consolidated balance sheet at $3 .2 million . Each tranche
requires payments of interest only .
The terms of the remaining notes are detailed below:

Long Term A
Long Term B

Principal Amount
(in thousands)

$1,650
1,513

$3,163

Interest
Rate

4 .91% (a)
5 .05% (b)

Interest
Payment Terms

Quarterly
Quarterly

Maturity
Date

March 29, 2030
March 29, 2030

(a) Interest rate is variable and based on the level of the Company’s dividend declared on the Company’s Class A Common stock, divided by $22 per

Class A Share .

(b) Interest rate is fixed .

In October 2018, we entered into a commitment to
refinance our existing $15 .0 million mortgage secured by
our Darien, CT shopping center on March 18, 2019, the first
day the current Darien mortgage can be repaid without
penalty . The new mortgage will be in the amount of $25 .0
million and will have a term of ten years and will require
payment of principal and interest at the rate of LIBOR plus
1 .65% . Concurrent with entering into the commitment, we
also entered into an interest rate swap contract with the new
lender, which will convert the variable interest rate (based
on LIBOR) to a fixed rate of 4 .815% per annum . The fixed
interest rate on the existing mortgage is currently 6 .55% .

Also in October 2018, we entered into a commitment
to refinance our existing $9 .2 million mortgage secured
by our Newark, NJ shopping center . We anticipate the
refinancing will take place in March 2019, the first month
the current mortgage can be repaid without penalty . The
new mortgage will be in the amount of $10 .0 million and
will have a term of ten years and will require payment of
principal and interest at the fixed rate of 4 .63% . The fixed
interest rate on the existing mortgage is currently 6 .15% .
Interest paid in the years ended October 31, 2018, 2017,
and 2016 was approximately $13 .4 million, $12 .9 million
and $13 .1 million, respectively .

Urstadt Biddle ProPerties inc.

(5) CONSOLIDATED JOINT VENTURES

AND REDEEMABLE
NONCONTROLLING INTERESTS

The Company has an investment in six joint ventures,
UB Ironbound, LP (“Ironbound”), UB Orangeburg,
LLC (“Orangeburg”), McLean Plaza Associates, LLC
(“McLean”), UB Dumont I, LLC (“Dumont”) and UB
New City, LLC, 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 six 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 44 .1% 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 $6 .6 million in Orangeburg and as a result as
of October 31, 2018 its ownership percentage has increased
to 44 .1% 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
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 owners who received
units of ownership of UB High Ridge equal to the value
of properties contributed less liabilities assumed . The UB
High Ridge operating agreement provides for the non-
managing members to receive an annual cash distribution,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

currently equal to 5 .46% of their invested capital . During
the fiscal year ended October 31, 2018, the Company
redeemed 51,914 units of non-managing members for a
total amount of $1 .2 million . The Company’s ownership
percentage increased to 10 .9% from 8 .8% at inception .

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 . 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 .

UB New City I, LLC
In June 2018, the Company purchased a 75 .3% equity
interest in a joint venture, UB New City I, LLC (“New
City”), in which the Company is the managing member .
The Company’s initial investment was $2 .4 million .
New City owns a single tenant retail real estate property
located in New City, NY, which is leased to a Savings
Bank . In addition, New City rents certain parking spaces
on the property to the owner of an adjacent grocery-
anchored shopping center . The property was contributed
to the new entity by the former owners who received
units of ownership of New City equal to the value of
contributed property . The New City operating agreement
provides for the non-managing member to receive an
annual cash distribution, currently equal to 5 .00% of his
invested capital .

Noncontrolling interests:
The Company accounts for noncontrolling interests
in accordance with ASC Topic 810, “Consolidation .”
Because the limited partners or noncontrolling members in
Ironbound, Orangeburg, McLean, UB High Ridge, Dumont
and New City have the right to require the Company to
redeem all or a part of their limited partnership or limited
liability company units for cash, or at the option of the
Company shares of its Class A Common stock, at prices as
defined in the governing agreements, the Company reports
the noncontrolling interests in the consolidated joint ventures
in the mezzanine section, outside of permanent equity, of
the consolidated balance sheets at redemption value which
approximates fair value . The value of the Orangeburg,
McLean and a portion of the 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, 2018 and 2017, the Company
adjusted the carrying value of the non-controlling interests
by $(2,674,000) and $(666,000), respectively, with the
corresponding adjustment recorded in stockholders’ equity .
The following table sets forth the details of the
Company’s redeemable non-controlling interests (amounts
in thousands):

Beginning Balance
Initial UB High Ridge Noncontrolling

Interest-Net

Initial Dumont Noncontrolling

Interest-Net

Initial New City Noncontrolling

Interest-Net

Redemption of UB High Ridge
Noncontrolling Interest
Change in Redemption Value
Ending Balance

October 31,

2018
$81,361

—

791

2017
$18,253

55,217

8,557

—

(1,220)
(2,674)
$78,258

—
(666)
$81,361

(6) INVESTMENTS IN AND ADVANCES TO
UNCONSOLIDATED JOINT VENTURES
At October 31, 2018 and 2017, investments in and
advances to unconsolidated joint ventures consisted of
the following (with the Company’s ownership percentage
in parentheses) (amounts in thousands):

October 31,

2018

2017

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

$17,702
6,680
5,978

4,509
1,842
723
$37,434

$18,032
6,873
5,968

4,639
1,814
723
$38,049

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”),

Urstadt Biddle ProPerties inc.

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 .

Midway currently has a non-recourse first mortgage
payable in the amount of $27 .6 million . The loan requires
payments of principal and interest at the rate of 4 .80% per
annum and will mature in 2027 .

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 3,500 square foot outparcel
that is leased . Applebee’s has a 5,400 square foot free
standing Applebee’s restaurant with a 7,200 square foot
pad site that is leased .
Gateway is subject to a $12 .4 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 .
Putnam Plaza has a first mortgage payable in the amount
of $18 .9 million . The mortgage requires monthly payments
of principal and interest at a fixed rate of 4 .81% and will
mature in 2028 .

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 .

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 .

(7) 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 .
The 6 .25% Series H Senior Cumulative Preferred Stock
(the “Series H Preferred Stock”) is nonvoting, have no
stated maturity and is redeemable for cash at $25 per share
at the Company’s option on or after September 18, 2022 .
The holders of our Series H Preferred Stock have general
preference rights with respect to liquidation and quarterly
distributions . Except under certain conditions, holders
of the Series H Preferred Stock will not be entitled to vote
on most matters . In the event of a cumulative arrearage
equal to six quarterly dividends, holders of Series H
Preferred Stock, together with all of the Company’s other
Series of preferred stock (voting as a single class without
regard to series) will have the right to elect two additional
members to serve on the Company’s Board of Directors
until the arrearage has been cured . Upon the occurrence
of a Change of Control, as defined in the Company’s

Articles of Incorporation, the 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 of $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
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 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, 2018 and 2017:

Common Shares

Class A Common Shares

Dividend
Payment Date

January 19, 2018
April 16, 2018
July 20, 2018
October 19, 2018

January 20, 2017
April 17, 2017
July 17, 2017
October 20, 2017

Gross
Dividend
Paid Per
Share

$ 0 .24
$ 0 .24
$ 0 .24
$ 0 .24
$ 0 .96

$0 .235
$0 .235
$0 .235
$0 .235
$0 .94

Ordinary
Income

Capital
Gain

Non-Taxable
Portion

$0 .1614
$0 .1614
$0 .1614
$0 .1614
$0 .6456

$ 0 .14
$ 0 .14
$ 0 .14
$ 0 .14
$ 0 .56

$ 0 .0038
$ 0 .0038
$ 0 .0038
$ 0 .0038
$ 0 .0152

$0 .02075
$0 .02075
$0 .02075
$0 .02075
$0 .083

$ 0 .0748
$ 0 .0748
$ 0 .0748
$ 0 .0748
$ 0 .2992

$0 .07425
$0 .07425
$0 .07425
$0 .07425
$0 .297

Gross
Dividend
Paid Per
Share

$ 0 .27
$ 0 .27
$ 0 .27
$ 0 .27
$ 1 .08

$0 .265
$0 .265
$0 .265
$0 .265
$1 .06

Ordinary
Income

Capital
Gain

Non-Taxable
Portion

$0 .182
$0 .182
$0 .182
$0 .182
$0 .728

$0 .158
$0 .158
$0 .158
$0 .158
$0 .632

$ 0 .004
$ 0 .004
$ 0 .004
$ 0 .004
$ 0 .016

$0 .02325
$0 .02325
$0 .02325
$0 .02325
$0 .093

$ 0 .084
$ 0 .084
$ 0 .084
$ 0 .084
$ 0 .336

$0 .08375
$0 .08375
$0 .08375
$0 .08375
$0 .335

Urstadt Biddle ProPerties inc.

Non-vested at October 31, 2014

Granted

Vested

Forfeited

Non-vested at October 31, 2015

Common Shares

Class A Common Shares

Weighted-

Average

Grant Date

Fair Value

1,274,150

152,700

(170,950)

—

1,255,900

$17 .02

$17 .70

$15 .78

—

$17 .22

Weighted-

Average

Grant Date

Fair Value

$20 .60

$22 .10

$18 .07

$22 .06

$21 .13

412,275

102,800

(57,200)

(4,950)

452,925

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 2018, the Company issued 4,528
shares of Common Stock and 5,766 shares of Class A
Common Stock (4,705 shares of Common Stock and 5,399
shares of Class A Common Stock in fiscal 2017) through
the DRIP . As of October 31, 2018, there remained 338,406
shares of Common Stock and 393,150 shares of Class A
Common Stock available for issuance under the DRIP .
The Company has adopted a stockholder rights
plan, pursuant to which each holder of Common Stock
received a Common Stock right and each holder of
Class A Common Stock received a Class A Common Stock
right . The rights are not exercisable until the Distribution
Date and will expire on November 11, 2028, unless
earlier redeemed by the Company . If the rights become
exercisable, each holder of a Common Stock right will be
entitled to purchase from the Company one one hundredth
of a share of Series I Participating Preferred Stock, and
each holder of a Class A Common Stock right will be
entitled to purchase from the Company one one hundredth
of a share of Series J Participating Preferred Stock, in
each case, at a price of $85, subject to adjustment . The
“Distribution Date” will be the earlier to occur of the
close of business on the tenth business day following:
(a) a public announcement that an acquiring person has
acquired beneficial ownership of 10% or more of the total
combined voting power of the outstanding Common Stock
and Class A Common Stock, or (b) the commencement
of a tender offer or exchange offer that would result in
the beneficial ownership of 30% or more of the combined
voting power of the outstanding Common Stock and
Class A Common Stock, number of outstanding Common
Stock, or the number of outstanding Class A Common
Stock . Thereafter, if certain events occur, holders of Common
Stock and Class A Common Stock, other than the acquiring
person, will be entitled to purchase shares of Common
Stock and Class A Common Stock, respectively, of the
Company having a value equal to 2 times the exercise
price of the 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 (“Current Repurchase
Program”) for the repurchase of up to 2,000,000 shares, in
the aggregate, of Common stock, Class A Common stock
and Series G Cumulative Preferred stock and Series H
Cumulative Preferred stock in open market transactions .
For the year ended October 31, 2018, the Company
repurchased an additional 6,660 shares of Class A Common
Stock at the average price per Class A Common share
of $17 .94 under the Current Repurchase Program . The
Company has repurchased 195,413 shares of Class A
Common Stock under the Current Repurchase Program .
From the inception of all repurchase programs, the
Company has repurchased 4,600 shares of Common Stock
and 919,991 shares of Class A Common Stock .

(8) 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 .
In fiscal 2018, the Company awarded 152,700 shares of
Common Stock and 102,800 shares of Class A Common
Stock to participants in the Plan . The grant date fair
value of restricted stock grants awarded to participants
in 2018 was approximately $5 .0 million . As of October 31,
2018, there was $14 .0 million of unamortized restricted
stock compensation related to non-vested restricted
stock grants awarded under the Plan . The remaining
unamortized expense is expected to be recognized over a
weighted average period of 4 .6 years . For the years ended
October 31, 2018, 2017 and 2016, amounts charged to
compensation expense totaled $4,394,000, $4,156,000 and
$4,426,000, respectively .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the status of the Company’s non-vested restricted stock awards as of October 31, 2018, and changes
during the year ended October 31, 2018 is presented below:

Non-vested at October 31, 2017
Granted
Vested

Non-vested at October 31, 2014
Granted
Vested
Forfeited
Non-vested at October 31, 2015

Non-vested at October 31, 2018

Forfeited

Common Shares

Weighted-
Average
Grant Date
Fair Value
$17 .02
$17 .70
$15 .78
—
$17 .22

Shares
1,274,150
152,700
(170,950)
—
1,255,900

Class A Common Shares
Weighted-
Average
Grant Date
Fair Value
$20 .60
$22 .10
$18 .07
$22 .06
$21 .13

Shares
412,275
102,800
(57,200)
(4,950)
452,925

Profit Sharing and Savings Plan
The Company has a profit sharing and savings plan
(the “401K Plan”), which permits eligible employees
to defer a portion of their compensation in accordance
with the Internal Revenue Code . Under the 401K Plan,
the Company made contributions on behalf of eligible
employees . The Company made contributions to the 401K
Plan of approximately $220,000, $208,000 and $187,000 in
each of the three years ended October 31, 2018, 2017 and
2016, 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 .

(9) FAIR VALUE MEASUREMENTS
ASC Topic 820, “Fair Value Measurements and
Disclosures,” defines fair value as the price that would be
received to sell an asset, or paid to transfer a liability, in an
orderly transaction between market participants .
ASC Topic 820’s valuation techniques are based on
observable or unobservable inputs . Observable inputs
reflect market data obtained from independent sources,
while unobservable inputs reflect the Company’s market
assumptions . These two types of inputs have created the
following fair value hierarchy:

• Level 1—Quoted prices for identical instruments in

active markets

• Level 2—Quoted prices for similar instruments in

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

• Level 3—Valuations derived from valuation techniques
in which significant value drivers are unobservable

Marketable debt and equity securities are valued based
on quoted market prices on national exchanges .
The Company calculates the fair value of the
redeemable noncontrolling interests based on either
quoted market prices on national exchanges for those
interests based on the Company’s Class A Common Stock
or unobservable inputs considering the assumptions
that market participants would make in pricing the
obligations . The inputs used include an estimate of
the fair value of the cash flow generated by the limited
partnership or limited liability company in which
the investor owns the joint venture units capitalized
at prevailing market rates for properties with similar
characteristics or located in similar areas .
The fair values of interest rate swaps are determined
using widely accepted valuation techniques, including
discounted cash flow analysis, on the expected cash flows
of each derivative . The analysis reflects the contractual
terms of the swaps, including the period to maturity, and
uses observable market-based inputs, including interest
rate curves (“significant other observable inputs .”) The
fair value calculation also includes an amount for risk of
non-performance using “significant unobservable inputs”
such as estimates of current credit spreads to evaluate the
likelihood of default . The Company has concluded, as of
October 31, 2018 and 2017, that the fair value associated
with the “significant unobservable inputs” relating to the
Company’s risk of non-performance was insignificant to
the overall fair value of the interest rate swap agreements
and, as a result, the Company has determined that the
relevant inputs for purposes of calculating the fair value
of the interest rate swap agreements, in their entirety,
were based upon “significant other observable inputs” .

Urstadt Biddle ProPerties inc.

The Company measures its marketable debt and equity securities, 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, 2018 and 2017 (amounts in thousands):

Fiscal Year Ended October 31, 2018
Assets:

Interest Rate Swap Agreements

Available for sale securities
Liabilities:

Interest Rate Swap Agreements

Redeemable noncontrolling interests

Fiscal Year Ended October 31, 2017
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)

$ —
$ 5,567

$ —
$22,131

$ —

$ —
$23,709

$ 7,011
$ —

$ 114
$53,359

$ 3,316

$ 574
$53,788

$ —
$ —

$ —
$2,768

$ —

$ —
$3,864

Total

$ 7,011
$ 5,567

$ 114
$78,258

$ 3,316

$ 574
$81,361

Fair market value measurements based upon Level 3
inputs changed (in thousands) 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 market value
measurements based upon Level 3 inputs changed from
$3,864 at November 1, 2017 to $2,768 at October 31, 2018
as a result of a $(1,096) decrease 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 $281 million and
$296 million at October 31, 2018 and October 31, 2017,

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, 2017, 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 .

(10) 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, 2018, the Company had commitments of
approximately $5 .0 million for tenant-related obligations .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(11) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The unaudited quarterly results of operations for the years ended October 31, 2018 and 2017 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
and Class A Common Stockholders

Per Share Data:
Basic:
Class A Common Stock
Common Stock

Diluted:
Class A Common Stock
Common Stock

Year Ended October 31, 2018
Quarter Ended

Jan 31 Apr 30
$37,005
$14,022

$32,995
$ 9,079

July 31 Oct 31
$32,543
$32,809
$ 9,302
$ 9,780

Year Ended October 31, 2017
Quarter Ended

Jan 31 Apr 30

$29,202 $30,024 $32,020
$ 7,204 $27,919 $10,613

July 31 Oct 31
$32,313
$ 9,696

$ 7,984
(3,063)
—

$12,660
(3,062)
—

$ 8,642
(3,063)
—

$ 8,181
(3,062)
—

$ 6,982 $27,672
(3,571)
—

(3,570)
—

$ 9,631
(3,570)
—

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

$ 4,921

$ 9,598

$ 5,579

$ 5,119

$ 3,412 $24,101 $ 6,061

$ 324

$0.13
$0.12

$0.26
$0.23

$0.15
$0.13

$0.14
$0.12

$0 .09
$0 .08

$0 .66
$0 .58

$0 .16
$0 .15

$0 .01
$0 .01

$0.13
$0.12

$0.25
$0.23

$0.15
$0.13

$0.14
$0.12

$0 .09
$0 .08

$0 .64
$0 .57

$0 .16
$0 .14

$0 .01
$0 .01

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

(12) SUBSEQUENT EVENTS
In December 2018, the Company purchased the Lakeview Plaza Shopping Center (“Lakeview”) for $12 .0 million .
Lakeview is a 177,000 square foot grocery-anchored Shopping Center located in Putnam County, NY . In addition, the
Company anticipates having to invest up to $8 .0 million for capital improvements and for re-tenanting at the property .
The Company funded the purchase with available cash and borrowings on our Facility . The Company intends to fund
the additional investment of up to $8 .0 million with a combination of available cash, borrowings on our Facility and by
potentially placing a mortgage on the property .
On December 12, 2018, the Board of Directors of the Company declared cash dividends of $0 .245 for each share of
Common Stock and $0 .275 for each share of Class A Common Stock . The dividends are payable on January 18, 2019 to
stockholders of record on January 4, 2019 . The Board of Directors also ratified the actions of the Company’s compensation
committee authorizing awards of 137,200 shares of Common Stock and 111,450 shares of Class A Common Stock to
certain officers, directors and employees of the Company effective January 2, 2019, pursuant to the Company’s restricted
stock plan . The fair value of the shares awarded totaling $4 .2 million will be charged to expense over the requisite service
periods (see note 1) .

Urstadt Biddle ProPerties inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Urstadt Biddle Properties Inc . (the “Company”)
as of October 31, 2018 and 2017, 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, 2018, and the related
notes (collectively referred to as the “consolidated financial statements”) . In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of October 31, 2018 and
2017, and the results of its operations and its cash flows for each of the three years in the period ended October 31,
2018, in conformity with accounting principles generally accepted in the United States of America .
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the Company’s internal control over financial reporting as of October 31, 2018, based on criteria
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO), and our report dated January 10, 2019, expressed an unqualified opinion thereon .

Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management . Our responsibility
is to express an opinion on the Company’s consolidated financial statements based on our audits . We are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company
in accordance with the U .S . federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB .
We conducted our audits in accordance with the standards of the PCAOB . Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud . Our audits included performing procedures to assess the risks
of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks . Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements . Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements . We believe that our audits provide a reasonable basis for our opinion .
We have served as the Company’s auditor since 2006 .

/s/PKF O’Connor Davies, LLP

January 10, 2019
New York, New York

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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 .
These statements can be identified by the fact that they
do not relate strictly to historical or current facts or 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, expected leasing results 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 .

Forward-looking statements speak only as of the
date of this filing . Except as expressly required under
federal securities laws and the rules and regulations
of the SEC, we do not undertake any obligation to
update any forward-looking statements to reflect events
or circumstances arising after the date of this filing,
whether as a result of new information or future events
or otherwise . You should not place undue reliance on the
forward-looking statements included in this filing or that
may be made elsewhere from time to time by us, or on
our behalf . All forward-looking statements attributable to
us are expressly qualified by these cautionary statements .

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, 2018, we owned or had equity interests
in 84 properties, which include equity interests we own in
six 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 93 .2% was leased
(92 .7% at October 31, 2017) . Of the properties owned by
unconsolidated joint ventures, approximately 96 .3% was
leased (97 .7% at October 31, 2017) .

Urstadt Biddle ProPerties inc.

• 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

debt levels; and

• control property operating and administrative costs .

Highlights of Fiscal 2018; Recent Developments
Set forth below are highlights of our recent property
acquisitions, other investments, property dispositions
and financings:
• In October 2017, we purchased a promissory

note secured by a mortgage on 470 Main Street in
Ridgefield, CT (“470 Main”), which comprises part
of the Yankee Ridge retail and office mixed-use
property . The note was purchased from the existing
lender . In January 2018, we completed foreclosure
of the mortgage and became the owner of 470 Main .
Total consideration paid for the note, including costs,
totaled $3 .1 million . 470 Main is a 24,200 square foot
building with ground and first floor retail and second
floor office space . We funded the note purchase with
available cash .

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 24 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, which
includes permanent equity sources of Common Stock,
Class A Common Stock and two series of perpetual
preferred stock, which is only redeemable at our option .
In addition, we have mortgage debt . We have one $3 .2
million mortgage maturing in October 2019, which we
believe could easily be refinanced if we so choose or
repaid with available cash . Two other mortgages for
properties we consolidate and one secured mortgage for
a property we have an equity investment in but do not
consolidate had mortgages that mature in fiscal 2019 .
Those mortgage notes have been refinanced or we have
entered into agreements to refinance them . For further
information please see the Financing Strategy section
below . Thereafter, we do not have any additional secured
debt maturing until January of 2022 .
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 10% per year
on a dollar value basis subject to the availability of
acquisitions that meet our investment parameters;

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS • In March 2018, we purchased for $13 .1 million a

• In October 2018, we entered into a commitment to

27,000 square foot shopping center located in Yonkers,
NY . We funded the acquisition with available cash,
the issuance of unsecured notes payable to the seller
(See Note 4 of our consolidated financial statements
included in this Annual Report, and borrowings on
our Unsecured Revolving Credit Facility (“Facility”) .
• In June 2018, the Company purchased a 75 .3% equity
interest in a joint venture, UB New City I, LLC, in
which the Company is the managing member . The
Company’s initial investment was $2 .4 million . New
City owns a single tenant retail real estate property
located in New City, NY, which is leased to a savings
bank . In addition, New City rents certain parking
spaces on the property to the owner of an adjacent
grocery-anchored shopping center . The property was
contributed to the new entity by the former owners
who received units of ownership of New City equal
to the value of contributed property . The New City
operating agreement provides for the non-managing
member to receive an annual cash distribution,
currently equal to 5 .00% of his invested capital .

• In August and October 2018, three of the non-

managing members in our consolidated joint venture,
UB High Ridge, LLC (“High Ridge”) put, in the
aggregate, 17,695 Series A units and 34,219 Series B
units of High Ridge to us pursuant to the terms of
the High Ridge operating agreement . The total cash
redemption amount equaled $1 .2 million . As a result,
our ownership percentage of High Ridge increased
from 8 .8% at inception to 10 .9% after the redemptions .
The redemptions were funded with available cash .
• In October 2018, we entered into a purchase and sale
agreement to purchase a 177,000 square foot grocery-
anchored shopping center for $12 million located
in Putnam County, NY, for which we deposited $1
million with the seller . In addition, we anticipate
having to invest an additional $6 million to $8 million
for capital improvements and for re-tenanting at
the property . At October 31, 2018, the property was
approximately 73% leased . We closed on the purchase
in December 2018, funding the purchase with
available cash and borrowings on our Facility . We
intend to fund the additional investment of $6 million
to $8 million with a combination of available cash,
borrowings on our Facility and by potentially placing
a mortgage on the property .

refinance our existing $15 million mortgage secured
by our Darien, CT shopping center on March 18,
2019, the first day the Darien mortgage can be repaid
without penalty . The new mortgage will be in the
amount of $25 million, have a term of ten years and
will require payments of principal and interest at the
rate of LIBOR plus 1 .65% . Concurrent with the
commitment, we also entered into an interest rate
swap with the new lender, which will convert the
variable interest rate (based on LIBOR) to a fixed rate
of 4 .815% per annum . The fixed interest rate on the
existing mortgage is currently 6 .55% .

• In October 2018, we entered into a commitment to

refinance our existing $9 .2 million mortgage secured
by our Newark, NJ shopping center . We anticipate
the refinancing will take place in March 2019, the first
month the current mortgage can be repaid without
penalty . The new mortgage will be in the amount of
$10 million and has a term of ten years and requires
payments of principal and interest at the fixed rate
of 4 .63%, which is a reduction from the existing fixed
interest rate of 6 .15% .

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

Urstadt Biddle ProPerties inc.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,
we believe that we are entering 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 .
In December 2017, the U .S . Congress passed sweeping
tax reform legislation that made 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,
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 2018, we signed leases for a total
of 707,000 square feet of predominantly retail space in
our consolidated portfolio . New leases for vacant spaces
were signed for 210,000 square feet at an average rental
decrease of 11 .7% on a cash basis, excluding 16,400
square feet of new leases for which there was no prior
rent history available . The rental decrease for new lease
space in fiscal 2018 was predominantly related to a
63,000 square foot supermarket lease in our Newark, NJ
property, which was leased at a rental rate 30% below
the prior occupied lease rate (see Significant Events with
Impacts on Leasing section below) . Renewals for 480,000
square feet of space previously occupied were signed at
an average rental increase of 6 .5% on a cash basis .
Tenant improvements and leasing commissions
averaged $60 .85 per square foot for new leases and $16 .57
per square foot for renewals for the fiscal year ended
2018 . 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 . 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 2018 generally become effective
over the following one to two years . There is risk,
however, 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, financial or other reasons .
In 2019, 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 us 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 continuing to market 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 its lease and was evicted . We have
signed a lease with Whole Foods Market for this location,
and we are hopeful that we can deliver the space to
the lessee in early fiscal 2019 . The lease required us to
obtain municipal approvals, among other things, for a
small 2,000 square foot expansion of the shopping center
to accommodate the new tenant . We received these
municipal approvals in the fourth quarter of fiscal 2018
and have included this space as leased beginning in
this fourth quarter of fiscal 2018 . In February 2018, Tops

Markets, LLC filed a voluntary petition under chapter
11 of title 11 of the Bankruptcy Code . Tops Markets is a
tenant at a property owned by an unconsolidated joint
venture in which we have a 66 .67% ownership interest .
The space is 61,000 square feet and the lease runs through
2026 . In September 2018, Tops Markets assumed the lease
and continues to perform under its lease pursuant to its
terms . In May 2018, the grocery tenant occupying 30,600
square feet at our Passaic, NJ property went vacant, the
tenant was evicted, and the lease was terminated . We are
currently marketing this space for lease . As a result of the
eviction and lease termination, the intangible assets and
liabilities related to that lease were charged to income/
expense in the third quarter of fiscal 2018 . As a result we
increased base rent on the consolidated income statement
by $745,000 in the fiscal year ended October 31, 2018 and
we increased amortization expense by $443,000 in the
fiscal year ended October 31, 2018 .
In April 2018, we reached agreement with the grocery
tenant at our Newark, NJ property to terminate its 63,000
square foot lease in exchange for a $3 .7 million lease
termination payment, which we received and recorded
as revenue in the fiscal year ended October 31, 2018 .
Also in April 2018, we leased that same space to a new
grocery store operator who took possession in May 2018 .
While the rental rate on the new lease is 30% less than
the rental rate on the terminated lease, we hope that part
of this decreased rental rate will be recaptured with the
receipt of percentage rent in subsequent years as the store
matures and its sales increase . The new lease required no
tenant improvements or tenant allowances .
In 2017, Toys R’ Us and Babies R’ Us (“Toys”) filed
a voluntary petition under chapter 11 of title 11 of
the United States Bankruptcy Code (the “Bankruptcy
Code”) . Subsequently, Toys determined that it would
be liquidating the company . Toys ground leased 65,700
square feet of space in our Danbury, CT shopping
center . In August 2018, this lease was purchased out of
bankruptcy from Toys and assumed by a new owner . The
base lease rate for the 65,700 square foot space is $0 for
the duration of the lease, and we did not have any other
leases with Toys R’ Us or Babies R’ Us, so the Company’s
cash flow was not impacted by the bankruptcy of Toys R’
Us and Babies R’ Us . As of the date of this report, we have
not been informed by the new owner of the lease which
operator will occupy the space .

Urstadt Biddle ProPerties inc.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 our
consolidated financial statements included in this
Annual Report .

LIQUIDITY AND CAPITAL RESOURCES

Overview
At October 31, 2018, we had cash and cash equivalents
of $10 .3 million, compared to $8 .7 million at October 31,
2017 . 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 2018, 2017 and
2016, net cash flow provided by operations amounted to
$71 .6 million, $63 .0 million and $62 .1 million, respectively .
Our short-term liquidity requirements consist primarily
of normal recurring operating expenses and capital
expenditures, debt service, management and professional
fees, 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, 2018 and

2017 totaled $41 .6 million and $40 .6 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 six
consolidated joint venture entities, UB Ironbound, L .P .,
UB McLean, LLC, UB Orangeburg, LLC, High Ridge, UB
Dumont I, LLC and UB New City I, LLC, 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 5 to our consolidated financial
statements included in this Annual Report . Historically,
we have financed the foregoing requirements through
operating cash flow, borrowings under our 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 2018, we paid approximately
$8 .2 million for property improvements, tenant
improvements and leasing commission costs
(approximately $5 .3 million representing property
improvements and approximately $2 .9 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 $5 .0 million
predominantly for anticipated capital improvements and
leasing costs related to new tenant leases and property
improvements during fiscal 2019 . These expenditures
are expected to be funded from operating cash flows,
bank borrowings or other financing sources .

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 $293 .8 million consist of $1 .7 million in variable rate debt
with an interest rate of 4 .91% as of October 31, 2018 and
$292 .1 million in fixed-rate mortgage loan and unsecured
note indebtedness with a weighted average interest rate
of 4 .19% at October 31, 2018 . The mortgages are secured
by 26 properties with a net book value of $558 million and
have fixed rates of interest ranging from 3 .5% to 6 .6% . The
$1 .7 million in variable rate debt is unsecured . 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 .
In addition, at October 31, 2018, we had $28 .6 million
of variable-rate debt consisting of draws on our Facility
(see below) that was not fixed through an interest rate
swap or 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 35% and a fixed charge coverage ratio of over
3 .62 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 51 properties in our consolidated portfolio
that are not encumbered by secured mortgage debt . At
October 31, 2018, we had borrowing capacity of $70 .8
million on our Facility . Our Facility includes financial
covenants that limit, among other things, our ability to
incur unsecured and secured indebtedness . See Note 4
to 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
BNY 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, 2018, $70 .8 million was available to be drawn on
the Facility . Our ability to borrow under the Facility is
subject to our compliance with the covenants and other
restrictions on an ongoing basis . As discussed above, 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, 2018 .
During the year ended October 31, 2018, we borrowed
$33 .6 million on our Facility for property acquisitions,
to fund capital improvements to our properties and
for general corporate purposes . For the year ended
October 31, 2018 we repaid $9 million of borrowings
on our Facility with available cash .
See Note 4 to our consolidated financial statements
included in this Annual Report for a further description
of mortgage financing transactions in fiscal 2018 .

Net Cash Flows from Operating Activities

Increase from fiscal 2017 to 2018:
The increase in operating cash flows was primarily
due to our properties generating additional operating
income in the fiscal year ended October 31, 2018 when
compared with the corresponding prior period . This
additional operating income was predominantly from
properties acquired in fiscal 2017 and fiscal 2018 and lease
termination income of $3 .8 million received in fiscal 2018
versus $2 .4 million in fiscal 2017 .

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 $2 .1 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 .

Urstadt Biddle ProPerties inc.
Net Cash Flows from Investing Activities

Net Cash Flows from Financing Activities

Decrease from fiscal 2017 to 2018:
The decrease in net cash flows used in investing
activities in fiscal 2018 when compared to fiscal 2017
was the result of our selling two properties in fiscal
2017, which generated proceeds of $45 .3 million . We
did not sell any properties in fiscal 2018 . In addition, we
had provided $13 .5 million in mortgage financing to a
shopping center we did not own in fiscal 2016 . That loan
was repaid to us in fiscal 2017 . This net increase in cash
used in investing activities was offset by expending
$23 .7 million less on property acquisitions in fiscal 2018
when compared with the corresponding prior period .

Increase from fiscal 2016 to 2017:
The increase in net cash flows provided by investing
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 .
We regularly make capital investments in our properties
for property improvements, tenant improvements costs
and leasing commissions .

Cash generated:

Fiscal 2018: (Total $43.8 million)
• Proceeds from revolving credit line borrowings in the

amount of $33 .6 million .

• Procceds from mortage financing of $10 million

Fiscal 2017: (Total $213.5 million)
• Proceeds from mortgage note payable in the amount

of $50 million .

• Proceeds from revolving credit line borrowings in

the amount of $52 million .

• 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

of $33 .7 million .

Cash used:

Fiscal 2018: (Total $87.3 million)
• Dividends to shareholders in the amount of

$53 .9 million .

• Repayment of mortgage notes payable in the

amount of $24 .1 million .

• Repayment of revolving credit line borrowings

in the amount of $9 million .

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

$129 .4 million .

Fiscal 2016: (Total $138.9 million)
• Dividends to shareholders in the amount of

$51 .4 million .

• Repayment of mortgage notes payable in the

amount of $20 .7 million .

• Repayment of revolving credit line borrowings

in the amount of $66 .8 million .

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

Fiscal 2018 vs. Fiscal 2017
The following information summarizes our results of operations for the years ended October 31, 2018 and 2017
(amounts in thousands):

Revenues
Base rents
Recoveries from tenants
Lease termination
Other income

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

Year Ended
October 31,

2018

2017

$95,902
31,144
3,795
4,511

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

22,009
21,167
28,324
9,223

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

Change Attributable to:

Increase

(Decrease) Change

% Acquisitions/
Sales

Property Properties Held
in Both Periods
(Note 1)

$7,519
2,468
1,363
442

1,935
1,546
1,812
40

8 .5%
8 .6%
56 .0%
10 .9%

9 .6%
7 .9%
6 .8%
0 .4%

$ 5,624
1,444
(2,148)
(198)

1,133
833
1,895
n/a

646
n/a

$1,895
1,024
3,511
640

802
713
(83)
n/a

51
n/a

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

13,678
350

12,981
356

697
(6)

5 .4%
-1 .7%

Note 1— Properties held in both periods includes only properties owned for the entire periods of 2018 and 2017 and for interest expense the amount also

includes parent company interest expense . All other properties are included in the property acquisition/sales column . There are no properties
excluded from the analysis .

Revenues
Base rents increased by 8 .5% to $95 .9 million in fiscal
2018, as compared with $88 .4 million in the comparable
period of 2017 . 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, we purchased four properties totaling
114,700 square feet of GLA, invested in two joint ventures
that own four properties totaling 173,600 square feet,
whose operations we consolidate, and sold two properties
totaling 203,800 square feet . In fiscal 2018, we purchased
three properties totaling 53,700 square feet . These properties
accounted for all of the revenue and expense changes
attributable to property acquisitions and sales in fiscal year
ended October 31, 2018 when compared with fiscal 2017 .

Properties Held in Both Periods:

Revenues

Base Rents
The increase in base rents for properties owned in both
periods was predominantly attributable to new leasing
activity at several properties held in both periods that

created a positive variance in base rents . This positive
variance in base rents was accentuated by our writing
off $633,000 in accrued straight-line rent in the third
quarter of fiscal 2017 relating to a tenant who had occupied
a 36,000 square foot grocery space at our Valley Ridge
property . This tenant failed to perform under its lease,
and the lease was terminated in the third quarter of fiscal
2017 . See “Significant Events with Impact on Leasing”
in this section .
In fiscal 2018, the Company leased or renewed
approximately 707,000 square feet (or approximately 16% of
total consolidated property leasable area) . At October 31, 2018,
the Company’s consolidated properties were approximately
93 .2% leased (92 .7% leased at October 31, 2017) .

Tenant Recoveries
For the year ended October 31, 2018, recoveries from
tenants for properties owned in both periods, which
represents reimbursements from tenants for operating
expenses and property taxes, increased by $1 .0 million .
This increase was the result of increases in both property
operating expenses and property tax expense in the
consolidated portfolio for properties owned in fiscal 2018
when compared with the corresponding prior period .
The increases in property operating expenses were related

Urstadt Biddle ProPerties inc.

to increased costs for snow removal, roof repairs and
parking lot repairs at our properties, and the increases
in property tax expenses were related to increases in
property tax assessments .

Lease Termination Income
In April 2018, we reached agreement with the grocery
tenant at our Newark, NJ property to terminate its 63,000
square foot lease in exchange for a one-time $3 .7 million
lease termination payment, which we received and
recorded as revenue in the fiscal year ended October 31,
2018 . Also, in March 2018, we leased that same space to a
new grocery store operator who took possession in May
2018 . While the rental rate on the new lease is 30% less than
the rental rate on the terminated lease, we hope that part
of this decreased rental rate will be recaptured with the
receipt of percentage rent in subsequent years as the store
matures and its sales increase . The new lease required no
tenant improvement allowances or landlord work .

Expenses
Property operating expenses for properties owned in
both fiscal year 2018 and 2017 increased by $802,000 . This
increase was predominantly the result of increased costs
for snow removal, roof repairs and parking lot repairs at
our properties .

Real estate taxes for properties owned in both fiscal year
2018 and 2017 increased by $713,000 as a result of normal
tax assessment increases at some of our properties .
Interest expense for properties owned in both fiscal
year 2018 and 2017 increased by $51,000 as a result of an
increase in corporate interest expense on the Company’s
unsecured revolving credit facility as a result of having
more principal outstanding in fiscal 2018 versus fiscal 2017 .
This increase was partially offset by the recapitalizing of
our largest mortgage, which is secured by our Ridgeway
Shopping Center, after the second quarter of fiscal 2017 .
The Ridgeway interest rate was reduced from 5 .52% to
3 .398%, which caused a reduction of interest expense, this
reduction was partially offset by the Company increasing
the principal outstanding on the mortgage from $44
million to $50 million .
Depreciation and amortization expense for properties
owned in both fiscal year 2018 and 2017 was relatively
unchanged in fiscal 2018 when compared with fiscal 2017 .

General and Administrative Expenses
General and administrative expense for the year ended
October 31, 2018, when compared with the year ended
October 31, 2017 was relatively unchanged .

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):

Year Ended
October 31,

2017

2016

Change Attributable to:

Increase

(Decrease) Change

% Acquisitions/
Sales

Property Properties Held
in Both Periods
(Note 2)

Revenues
Base rents
Recoveries from tenants
Lease termination
Other income

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

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

$87,172
25,788
619
3,213

$1,211
2,888
1,813
856

1 .4%
11 .2%
292 .9%
26 .6%

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

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

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

7 .3%
5 .8%
15 .1%
(1 .1)%

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

12,981
356

12,983
242

(2)
114

0 .0%
47 .1%

$1,539
1,950
2,148
155

720
641
2,302
n/a

1,098
n/a

$ (328)
938
(335)
701

637
432
1,185
n/a

(1,100)
n/a

Note 2— Properties held in both periods includes only properties owned for the entire periods of 2017 and 2016 and for interest expense the amount also
includes parent company interest expense . All other properties are included in the property acquisition/sales column . There are no properties
excluded from the analysis .

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

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 own 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 percentage of the portfolio that was leased in fiscal 2017
when compared with fiscal 2016 .
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 .

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 our 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 our
performance . 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 .

Urstadt Biddle ProPerties inc.
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, 2018, 2017 and 2016
(amounts in thousands):

Year Ended October 31,

2018

2017

2016

Net Income Applicable to Common and Class A Common Stockholders

$25,217

$ 33,898

$19,436

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

22,139
4,039
2,057
1,719
—

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

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

Funds from Operations Applicable to Common and Class A Common Stockholders

$55,171

$ 43,203

$43,603

FFO amounted to $55 .2 million in fiscal 2018,
compared to $43 .2 million in fiscal 2017 and $43 .6 million
in fiscal 2016 .
The net increase in FFO in fiscal 2018 when compared
with fiscal 2017 was predominantly attributable, among
other things, to: (i) the additional net income generated
from properties acquired in fiscal 2017 and fiscal 2018; (ii)
a decrease in preferred stock dividends of $2 .7 million as a
result of redeeming our Series F preferred stock in October
2017 and replacing it with Series H preferred stock,
which has a lower dividend rate and a smaller issuance
amount by $14 .4 million; and (iii) $3 .8 million in lease
termination income in the second quarter of fiscal 2018
for a tenant that terminated its lease with us early versus
$2 .4 million in lease termination income in fiscal 2017
for a tenant that terminated its lease with us early . This
increase was partially offset by (iv) a $548,000 decrease in
interest income generated as a result of the one mortgage
receivable we had outstanding for most of fiscal 2017,
which was repaid in October 2017 .
The net decrease in FFO in fiscal 2017 when compared
with fiscal 2016 was predominantly attributable, among
other things to; (a) $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 . This decrease was offset by (b) the additional net
income generated from properties acquired in the second

half of fiscal 2016 and properties acquired in fiscal 2017;
(c) a reduction in the charge for bad debt expense in the
amount of $578,000 in fiscal 2017 versus fiscal 2016; (d)
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; (e) a $1 .8 million
increase in lease termination income in fiscal 2017 versus
fiscal 2016 related to the lease termination of the only lease
at our Fairfield, CT property in the third quarter of fiscal
2017; and (f) 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 .

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 .

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

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 6 to our consolidated financial
statements included 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):

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

Principal Balance

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

Original
Balance
$32,000
$18,900
$14,000
$ 1,300
$ 1,000

At October 31, Fixed Interest Rate Maturity

2018
$27,538
$18,900
$12,373
$ 1,005
$ 887

Per Annum
4 .80%
4 .81%
4 .18%
5 .98%
3 .38%

Date
Dec 2027
Oct 2028
Feb 2024
Aug 2026
Aug 2026

In October 2018, the mortgage secured by the Putnam Plaza property above was refinanced . The new loan has a
term of ten years and requires payments of principal and interest at the rate of LIBOR plus 1 .65% . Concurrent with
the refinancing, the owners of Putnam plaza entered into an interest rate swap agreement that is conterminous
with the maturity of the mortgage . The interest rate swap agreement converts the variable interest rate on the note
to a fixed interest rate of 4 .81% .

Contractual Obligations
Our contractual payment obligations as of October 31, 2018 were as follows (amounts in thousands):

Mortgage notes payable and other loans
Interest on mortgage notes payable
Revolving credit lines
Property acquisitions
Tenant obligations*

Total Contractual Obligations

Payments Due by Period

Total

$293,801
62,814
28,595
12,000
4,993

$402,203

2019

$33,241
11,857
—
12,000
4,993

$62,091

2020

2021

2022

2023

Thereafter

$ 6,032
10,636
—
—
—

$ 6,391
10,276
—
—
—

$55,067
9,068
28,595
—
—

$ 5,269
7,619
—
—
—

$16,668

$16,667

$92,730

$12,888

$187,801
13,358
—
—
—

$201,159

*Committed tenant-related obligations based on executed leases as of October 31, 2018 .

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 .

Urstadt Biddle ProPerties inc.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining adequate internal control over
financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934 . The Company’s internal control over financial reporting is a process designed by, or under the supervision
of, the Company’s Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of
Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in accordance with generally accepted accounting principles .
The Company’s internal control over financial reporting includes policies and procedures that: relate to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
assets of the Company; provide reasonable assurance of the recording of all transactions necessary to permit the
preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting
principles and the proper authorization of receipts and expenditures in accordance with authorization of the
Company’s management and directors; and provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the
Company’s consolidated financial statements .
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements . Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies and
procedures may deteriorate .
Management assessed the effectiveness of the Company’s internal control over financial reporting as of October 31, 2018 .
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, 2018 . 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 .

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Board of Directors and Stockholders of Urstadt Biddle Properties Inc .

Opinion on Internal Control over Financial Reporting
We have audited Urstadt Biddle Properties Inc .’s (the “Company”) internal control over financial reporting as of
October 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) . In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of October 31, 2018, based on criteria established
in Internal Control—Integrated Framework (2013) issued by COSO .
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (“PCAOB”), the consolidated balance sheets of the Company as of October 31, 2018 and 2017, 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, 2018, and our report dated January 10, 2019, expressed an unqualified
opinion thereon .

Basis for Opinion
The Company’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 are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U .S . federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB .
We conducted our audit in accordance with the standards of the PCAOB . 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 of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk . Our audit
also included performing such other procedures as we considered necessary in the circumstances . We believe that our
audit provides a reasonable basis for our opinion .

Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles . A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements .
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements .
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate .

/s/PKF O’Connor Davies, LLP

January 10, 2019
New York, New York

Urstadt Biddle ProPerties inc.

QUANTITATIVE AND QUALITATIVE DISCLOSURES
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, 2018, we had total mortgage debt and other notes
payable of $293 .8 million, $292 .1 million for which interest was based on fixed-rate, inclusive of variable rate mortgages
that have been swapped to fixed interest rates using interest rate swap derivatives contracts and $1 .7 million of which
interest was based on a variable rate (see below) .
Our fixed-rate debt presents 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 our
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, 2018, we had seven 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, Greenwich CT and Dumont, NJ . The Rye swaps expire in October 2019, the
Ossining swap expires in October 2024, the Yonkers swap expires in November 2024, the Orangeburg swap expires in
October 2024, the Stamford swap expires in July 2027, the Greenwich swaps expire in October 2026 and the Dumont, NJ
swap expires in 2027, in each case concurrent with the maturity of the respective mortgages . All of the aforementioned
derivatives contracts are adjusted to fair market value at each reporting period . We have 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 our earnings .
At October 31, 2018, we had $28 .6 million of borrowings outstanding on our Facility, which bears interest at Libor plus
1 .35% . If interest rates were to rise 1%, our interest expense as a result of the variable rate borrowing on the Facility would
increase by $286,000 per annum .
In addition, we purchased a property in March of fiscal 2018 and financed a portion of the purchase price with
unsecured notes held by the seller of the property . The unsecured notes require the payment of interest only . $1 .5 million
of the notes bear interest at a fixed rate of 5 .05% and $1 .7 million of the notes bear interest at a variable rate of interest
based on the level of our Class A Common stock dividend, currently 4 .91% as of October 31, 2018 . If the level of our
Class A Common dividend rises, it will increase the interest rate on the $1 .7 million in notes .
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, 2018 (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,

2019

2020

2021

2022

2023 Thereafter

Estimated
Total Fair Value

$33,241

$6,032

$6,391 $55,067

$5,269

$187,801

$293,801

$280,563

6 .11%

n/a

4 .42%

n/a

3 .88%

4 .19%

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, 2018 and 2017 .

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

PERFORMANCE GRAPH

The following graph compares, for the five-year period beginning October 31, 2013 and ended October 31, 2018,
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

10/13
100 .00
100 .00
100 .00
100 .00
100 .00

10/14
117 .39
115 .25
117 .27
118 .52
118 .11

10/15
116 .79
112 .57
123 .37
124 .21
127 .25

10/16
121 .96
126 .38
128 .93
134 .23
133 .68

10/17
133 .22
134 .12
159 .40
146 .03
107 .28

10/18
133 .94
129 .40
171 .11
148 .41
108 .79

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

Urstadt Biddle ProPerties inc.

DIRECTORS

KEVIN J. BANNON
Director
PGIM Retail Mutual Funds

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

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

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

OFFICERS

CHARLES D. URSTADT
Chairman

CHARLES J. URSTADT
Chairman Emeritus

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 Legal Officer and
Secretary

JAMES M. ARIES
Senior Vice President
Director of Acquisitions

BRYAN O. COLLEY
Principal 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
Chairman
Urstadt Biddle Properties Inc.

CHARLES J. URSTADT
Chairman Emeritus
Urstadt Biddle Properties Inc.

LINDA LACEY
Senior Vice President
Director of Leasing

ANDREW ALBRECHT
Vice President
Director of Management
and Construction

JOSEPH ALLEGRETTI
Vice President
Senior Leasing Representative

NICHOLAS CAPUANO
Vice President and
Real Estate Counsel

ZACH FOX
Vice President
Acquisitions

DIANE MIDOLLO
Vice President and Controller

SUZANNE MOORE
Vice President and
Director of Accounts
Receivable & Tenant Billing

HEIDI BRAMANTE
Assistant Vice President and
Assistant Controller

SUZANNE CRISCITELLI
Assistant Vice President and
Senior Leasing Transaction
Manager

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

MONICA ROTH
Assistant Vice President
Environmental Project Manager

FINANCIAL STATEMENTS

CORPORATE INFORMATION

Securities Traded

Investor Relations

New York Stock Exchange Symbols: UBA, UBP,
UBPPRG and UBPPRH Stockholders of Record
as of December 31, 2018:
Common Stock: 570 and
Class A Common Stock: 610

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, 2019
at Six Landmark Square, 9th Floor, Stamford,
CT 06901.

Form 10-K

A copy of the Company’s 2018 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, Shareholder
Services at Computershare, P.O. Box 505000,
Louisville, KY 40233-5000 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.

321 RAILROAD AVENUE
GREENWICH, CT 06830

Above and below: Goodwives Shopping Center, Darien, CT