Urstadt Biddle Properties Inc. Annual Report 2019

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FY2019 Annual Report · Urstadt Biddle Properties Inc.

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Revenues Funds From Operations Common & Class A Dividends Paid

50 CONSECUTIVE YEARS OF UNINTERRUPTED DIVIDENDS.
26 CONSECUTIVE YEARS OF INCREASED DIVIDENDS.

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STOCK PRICES ARE ONLY OPINIONS. BUT DIVIDENDS ARE FACTS.

2019 ANNUAL REPORT

URSTADT BIDDLE PROPERTIES INC.

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 H Preferred Shares and Series K
Preferred Shares of the Company trade on the
New York Stock Exchange under the symbols
“UBA,” “UBP,” “UBPPRH” and “UBPPRK.”

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

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

Year Ended October 31,

2019

2018

2017

2016

2015

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

$1,072,304
$ —
$ 306,606
$ 75,000

$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
$ —

Operating Data:
Total Revenues
Total Expenses and Payments to

Noncontrolling Interests

Income from Continuing Operations before

Discontinued Operations

Per Share Data:
Net Income from Continuing Operations –

Basic:
Class A Common Stock
Common Stock

Net Income from Continuing Operations –

Diluted:
Class A Common Stock
Common Stock

Cash Dividends Paid on:
Class A Common Stock
Common Stock

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

Operating Activities
Investing Activities
Financing Activities

$ 137,585

$ 135,352

$123,560

$ 116,792

$ 115,312

$ 102,333

$ 100,320

$ 91,774

$ 85,337

$ 88,594

$ 41,613

$ 42,183

$ 55,432

$ 34,605

$ 50,212

$ .59
$ .53

$ .58
$ .52

$1.10
$ .98

$ .68
$ .61

$ .67
$ .60

$1.08
$ .96

$ .92
$ .82

$ .90
$ .80

$1.06
$ .94

$ .57
$ .50

$ .56
$ .49

$1.04
$ .92

$1.02
$ .90

$ 72,317
$(14,739
$ 26,216

)

$ 71,584
$
(20,540
(
$ 49,433

)
)

$ 62,995
$ 18,761)
$ (80,353)

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

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

Funds from Operations (Note)

$ 51,955

$ 55,171

$ 43,203

$ 43,603

$ 38,056

TOTAL REVENUES
(In thousands)

FUNDS FROM OPERATIONS
(In thousands)

COMBINED DIVIDENDS PAID
ON COMMON AND
CLASS A COMMON SHARES
(In thousands)

’15

’16

’17

’18

’19

’15

’16

’17

’18

’19

’15

’16

’17

’18

’19

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 40 and Non-GAAP Financial Measures Reconcilation on page 57. 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 40 and Non-GAAP Financial Measures Reconcilation on page 57.

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0.0

LETTER TO OUR STOCKHOLDERS

Urstadt Biddle
Properties celebrated
our 50th anniversary
this year and
had another
solid performance.

Revenues grew to $138 million, our highest ever, and
Adjusted Funds from Operations (“AFFO”)1 grew 4.5%
to $1.43 per diluted Class A Common share. In addition,
our stock price recovered during the latter part of 2019,
reflecting in part, we believe, a better understanding by
the investing public that we are not in the mall business.
We own grocery-anchored neighborhood shopping centers,
which we believe present a much stronger investment
profile than enclosed malls.

As a whole, our operating income continued to rise at
our properties, and general and administrative expenses
remained at less than 1% of total assets, essentially flat
compared to 2018. We are well-insulated in the near
term against the risk of rising interest rates because our
debt comprises only 29% of total assets2, and we have no
significant debt maturing prior to 2022.

As we celebrate our 50th anniversary, it is illustrative
to look back at where we have come since our 25th
anniversary.

1994

2019

Total Assets
Properties owned
Debt to Total Assets2

$142 million $1.1 billion

23
36%

83
29%

We stand where we are in 2020 because since 1989, the
Company has been focused on building an irreplaceable
portfolio of properties in the suburbs surrounding New

York City. To acquire such a portfolio without overpaying
has required patience and tenacity, with a willingness to
acquire properties that are smaller than those typically
sought by other REITs. As we like to say, “Size is vanity—
profits are sanity.” Our narrow focus on the New York
City suburbs allows us to efficiently manage a portfolio that
includes smaller properties, and we believe we have a lower
cost of capital than most local buyers who are competing
for these same properties. We’ve already come a long way
in achieving our strategic objectives and we will continue
to execute and build on the growth strategy we have been
following for years: acquiring and managing primarily
grocery- or pharmacy-anchored, open-air shopping centers
in dense, affluent areas within the New York City suburbs.

LEASING

Leasing our vacant space is our top priority, and we are
pleased to report continued progress in 2019. In the
summer of 2019, Seabra Foods, a highly-regarded regional
supermarket operator, opened for business at our Ferry
Plaza shopping center in the Ironbound section of Newark,
NJ. In May 2019, we signed leases to convert a former
supermarket in Passaic, NJ into two discount retailers,
Dollar Tree and Family Dollar. Also during the 2019 fiscal
year, ShopRite renovated and significantly expanded its
store at one of our Carmel, NY shopping centers, and Stop
& Shop renovated its store at our Darien, CT property,
evidencing their commitments to those locations. Although
the percentage leased rate of our total portfolio fell 0.3% to
92.9% in fiscal 2019, this decrease is primarily attributable
to Lakeview Plaza shopping center in Brewster, NY, a

1 Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”) are supplemental non-GAAP financial measures of our operating performance—see page 57 of this Annual Report for a reconciliation of Net Income Available to

Common and Class A Common Stockholders to FFO and AFFO.

2 Debt to total assets as calculated in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 40 of this Annual Report.

Ridgeway Shopping Center
Stamford

Linda Lacey

Senior Vice President
Director of Leasing

Nicholas Capuano

Vice President and
Real Estate Counsel

Joseph Allegretti

Suzanne Moore

Vice President Leasing

Vice President and
Director of Accounts
Receivable

foreclosure property that we purchased through an auction process in
December 2018. At the time of purchase, Lakeview Plaza had a high vacancy
rate, and thus large upside potential, which we are actively filling.

We continue to execute on our leasing strategy into fiscal 2020. In
November, we delivered to DeCicco’s, another premier regional
supermarket operator, a 30,000 square foot space (formerly occupied by
Acme) at one of our Eastchester, NY shopping centers. In February 2020,
we expect to deliver to Whole Foods Market a 40,000 square foot space
(also formerly occupied by Acme) at our Wayne, NJ property.

DEVELOPMENT

On land adjacent to our shopping center in Stratford, CT, work is
progressing on the construction of a 131,000 square foot self-storage facility
and two retail buildings totaling 5,260 square feet. Steel is currently being
erected for the storage building, and we expect the storage building and one
of the retail buildings to be completed by this fall, with the second retail
building to follow sometime in fiscal 2021. Extra Space Storage will manage
the day-to-day operation of the storage facility for us, and the first retail
building is leased to Chipotle.

SIGNIFICANT FINANCING ACTIVITY

PROPERTY ACQUISITIONS AND
DISPOSITIONS

John T. Hayes

Stephan A. Rapaglia

James M. Aries

Senior Vice President,
Chief Financial Officer
and Treasurer

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

Senior Vice President
Director of Acquisitions

We lowered the Company’s cost of
capital this year by taking advantage
of historically low interest rates and
completing the following transactions:

• Cumulative Preferred Stock sale —

In October, we raised total net
proceeds of $106.5 million through
the sale of 4,400,000 shares of
new 5.875% Series K Cumulative
Preferred Stock, and we used a
portion of the proceeds to redeem
our $75 million 6.75% Series G
Cumulative Preferred Stock.
The 5.875% coupon is one of the
lowest dividend rates on record for
a non-rated company.

• Goodwives Shopping Center, Darien,
CT— In March, we refinanced our
$14.9 million mortgage with a new
$25 million, 10-year mortgage at a
fixed rate of 4.815%, a reduction
from the prior rate of 6.55%.

• Ferry Plaza Shopping Center,
Newark, NJ—In March, we
refinanced our $9.1 million
mortgage with a new $10 million,
10-year mortgage at a fixed rate
of 4.63%, a reduction from the
prior rate of 6.15%.

• Lakeview Plaza Shopping Center,

Miyun Sung

Senior Vice President,
Chief Legal Officer and
Secretary

Diane Midollo

Vice President and
Controller

Brewster, NY—In June, we placed
a $12 million, 10-year mortgage at a fixed rate of 3.63%.

As of October 31, 2019, the ratio of our debt to earnings
continues to be amongst the lowest of all shopping center
REITs, according to analyst reports. The weighted average
interest rate of our mortgage debt was 4.1%, and our
leverage ratio of total debt to total assets was below 29%.

New Self-storage and Retail
Development, Stratford, CT

Fiscal 2019 was light on the acquisitions front as a result of
the combination of a lower Company stock price during
the earlier part of 2019, which made our cash even more
precious, and continued high seller expectations regarding
pricing. Despite this challenging environment, we made the
following improvements to the portfolio in 2019:

Lakeview Plaza

Purchase of Lakeview Plaza, Brewster, NY
Description: A 177,000 square foot grocery-anchored shopping
center on 23 acres of land.

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

Price: $12,000,000

Location: 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.

Andrew Albrecht

Vice President
Director of Management
and Construction

Midway Shopping Center
Scarsdale

Update: Since closing on the purchase, we have rebuilt a large
structural wall, renovated most of the parking areas, and begun
the process of renovating the façade. Leases are signed or in
negotiation for approximately half of the 40,000 square feet of
inherited vacant space.

Newark, New City, and High Ridge Center
DownREITs

During the year, we increased our ownership of each of
these DownREIT entities by redeeming ownership interests
for an aggregate cost of approximately $5.1 million.

Plaza 59, Spring Valley, NY and Starbucks
Plaza, Monroe, CT

During the year, we sold our interests in both of these
properties for an aggregate sales price of $8.65 million because
they no longer met the Company’s investment objectives. Both
properties are relatively small and non-grocery-anchored.

Bernards Square Office Building,
Bernardsville, NJ

Shortly after fiscal year-end, we sold our Bernards Square
office building for proceeds of $2.7 million because this
property no longer met our investment objectives. This
property was purchased several years earlier as part of a
three-property portfolio with the main purpose being the
acquisition of our New Providence, NJ grocery-anchored
shopping center.

While many of our peers have postponed their acquisition
programs to focus on dispositions and portfolio re-alignment,
we are in the enviable position of owning a strong portfolio
that is already well-aligned with our strategic objectives.
Our acquisitions team continues to actively scout investment
opportunities, and when we spot one that meets our strategic
objectives at a favorable price, we intend to execute.

5. Where appropriate, for the benefit of wildlife, we

use native plants for landscaping.

6. We annually provide financial sponsorship and

Company volunteers for the clean-up of trash from the
banks of the Housatonic River.

These are just a few examples of initiatives we’ve
undertaken to better serve our environment, our
communities, our tenants, our customers and our
stockholders. We are committed to seeking future
opportunities to keep doing so.

OUTLOOK

In December 2019, the Company’s Board of Directors
increased the annualized dividend rate on the Company’s
Class A Common stock and Common stock by $.02
per share. This increase represents the 50th consecutive
year that the Company has paid a dividend and the 26th
consecutive year that the Company has increased the
dividend level. Importantly, our dividend continues to
be well-covered by operating cash flow.

New York City continues to thrive, thus serving as a strong
anchor for the suburban communities that surround it,
while the suburbs show their own strength, with new
apartment construction strong (enticing city dwellers
seeking more affordable rents to move) and unemployment
rates at historic lows. Moreover, with the continued
aging of the millennial population, we believe that more
and more of this demographic will migrate to the suburbs
as they form families and seek lifestyle changes. And,
nationally, consumer confidence is high. All of this is good
for the Company.

On the other hand, we and other shopping center owners
are aware of the competition posed by online retailers
to our brick-and-mortar tenants. Additionally, given the
Company’s relatively small geographic focus and strict
acquisitions criteria, finding quality properties to acquire
at a desirable price and return on investment may be more
difficult than in the past. Changes in U.S. fiscal policy, the
business environment, interest rates and current events,
both at home and abroad, could also impact our outlook.

SOLAR AND ENVIRONMENTAL
SUSTAINABILITY

At Urstadt Biddle Properties, we are committed to creating
long-term value for our stockholders, while serving our
communities and positively impacting the environment.
As an owner or manager of more than 5.6 million square
feet of space on roughly 600 acres of land, we have the
ability to make conscious, impactful choices regarding the
environment, including making investments in resource
management that will have an economic benefit for
our stockholders. To that end, we have undertaken the
following environmental initiatives:

1. Since 2010, we have had a robust program of developing
solar energy arrays on the roofs of our properties. We
have invested approximately $5.8 million in these solar
array installations, which are producing approximately
3.5 megawatts of power per year and providing an
unleveraged return on investment to the Company of
well over 10%. We are currently working with a partner
on one of our largest solar array installations to date, a
550 kw installation at an estimated cost of $1.8 million
and an estimated 15+% return on investment. Looking at
next steps, we are also in negotiations with a solar partner
to develop a considerably larger ground-mounted solar
farm for which the Company would provide the equity
and real estate expertise.

2. We have contracted with three companies (Tesla,

ElectrifyAmerica and EVgo) to install electric vehicle
charging stations at 18 of our properties, with numerous
charging stations already operational and numerous
others currently under development. The availability
of charging stations encourages the purchase and use of
electric vehicles and accommodates those who choose
to drive them, including customers who frequent our
shopping centers.

3. We are in the process of converting our parking lot
and other common area lighting to LED, in order to
dramatically lower electricity usage. Approximately 55%
of our properties have been converted to date.

4. The self-storage building we are constructing in

Stratford, CT is designed to be one of the few buildings
in Connecticut that will be considered “net-zero,” which
due to its design with a rooftop solar array and battery
storage system, will generate approximately the same
amount of electricity that it uses.

As we evaluate these potential tail- and headwinds, we
again re-assess our strategy and ask ourselves: Is our
current strategy still sound? We believe the answer remains
“yes,” because:

1. Our properties are increasingly occupied by tenants who
focus on food, basic necessities and services including
supermarkets, warehouse clubs, drugstores, fitness
centers, medical facilities and restaurants. These types
of tenants are less susceptible to internet encroachment
and will not only survive but thrive in the years to
come. Approximately 85% of the square footage in our
portfolio is anchored by supermarkets, by warehouse
clubs selling a high percentage of food, and by drugstores
selling prescription drugs and convenience items. We are
focused on increasing this percentage every year.

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 $112,000, much 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 makes it very difficult to build a competing
shopping center at an adequate return on investment.

4. While the challenges created by internet retail are

real, those who focus only on the challenges miss the
opportunities in this changing landscape. More and
more, “internet native” retailers like Bonobos, Untuckit,
Suitsupply, Peloton, Warby Parker and Amazon are
opening physical locations. These retailers realize that
having a physical presence is essential to growing a brand
and an integral part of an “omni-channel” sales strategy.
In addition, many brick-and-mortar retailers have learned
to harness the power of internet advertising to increase or
supplement their sales. Every year, retailers who cannot
compete online are replaced by new tenants who can
compete, a natural turnover from which property owners
like us can actually benefit. Notably, a majority of our
small shop space is now leased to tenants that provide
services as opposed to straight retailers.

5. While acquisition opportunities may be more difficult to
come by, given the combination in the New York City
area of a low-yield environment with tight pricing, we
are better positioned to execute on such opportunities
given our low leverage and more nimble acquisitions
program. Via our DownREIT program, we can offer
those property owners with low income tax basis in
their properties the ability to defer capital gains and
exchange their property-level risk for an investment in
our Company. This is a compelling reason to do business
with us, and it gives us a marked advantage over our
competitors when scouting acquisition opportunities.

6. Lastly, real estate is local, and we are confident that

no one knows our submarkets like we do. In addition,
we are exploring opportunities to add density to our
properties with residential development, which bodes
well for the future.

We greatly appreciate the hard work of our dedicated
employees and directors, as well as the continued support
of our stockholders, tenants and the members of the many
communities to which our properties belong. We look
forward to the next 50 years!

Willing L. Biddle
President and Chief Executive Officer

Charles D. Urstadt
Chairman

January 2020

NE W HA MP SHI RE

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

3 High Ridge Shopping Center

Stamford

C ONNECT ICUT

LONG ISLAND

FAIRFIELDLITCHFIELDNEW HAVENPASSAICBERGENUNIONMORRISESSEXROCKLANDWESTCHESTERPUTNAMSUFFOLKROCKINGHAMNEW JERSEYNEW YORKMASSACHUSETTS42

NEW H AMPS HI RE

4 Goodwives Shopping Center

5 Fairfield Centre

Darien

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

9 The Hub Center

Bethel

10 The Dock

Stratford

11 Aldi Square
Derby

12 Orange Meadows Shopping Center

13 Carmel ShopRite Center

Orange

Carmel

13 Putnam Plaza

Carmel

CONNECT ICUT

LONG ISLAND

FAIRFIELDLITCHFIELDNEW HAVENPASSAICBERGENUNIONMORRISESSEXROCKLANDWESTCHESTERPUTNAMSUFFOLKROCKINGHAMNEW JERSEYNEW YORKMASSACHUSETTS14 Lakeview Shopping Center

15 Towne Centre Shopping Center

15 Somers Commons

Brewster

Somers

15 Heritage 202 Center

Somers

16 Village Commons

Katonah

17 Staples Plaza

Yorktown Heights

18 Arcadian Shopping Center

Ossining

19 Chilmark Shopping Center

Briarcliff Manor

20 76 N Main Street

New City

21 Orangetown Shopping Center

22 Harrison Market Square

23 Pelham Manor Plaza

Orangeburg

Harrison

Pelham

24 Shoppes at Eastchester

Eastchester

24 Eastchester Plaza
Eastchester

24 People’s United Bank

Bronxville

25 Midway Shopping Center

25 Tanglewood Shopping Center

Scarsdale

Yonkers

26 McLean Plaza
Yonkers

27 H-Mart Plaza
Fort Lee

28 Washington Commons

Dumont

29 Van Houten Plaza

Passaic

30 Emerson Shopping Plaza

Emerson

31 Waldwick Plaza
Waldwick

31 Rite Aid
Waldwick

32 Chestnut Ridge Shopping Center

33 Cedar Hill Shopping Center

33 Midland Park Shopping Center

Montvale

Wyckoff

Midland Park

34 Meadtown Shopping Center

35 Pompton Lakes Town Square

36 Boonton Acme Shopping Center

Kinnelon

Pompton Lakes

Boonton

37 Valley Ridge Shopping Center

38 Bloomfield Crossing

Wayne

Bloomfield

39 Ferry Plaza
Newark

40 Village Shopping Center

New Providence

41 Gateway Plaza
Riverhead

42 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, 2020)
UBP owns or has equity interests in 82 properties which
total 5,278,000 square feet.

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

Old Greenwich
Old Greenwich

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

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
Keller Williams
62,000
62,000 Marshalls
58,000 UBP
CVS
48,000
El Matador Restaurant
40,000
Kings Supermarket
39,000
Buffalo Wild Wings
33,000
Bozzuto’s
31,000
Federal Express
27,000
Asian/Fusion Restaurant
23,000
Jos A. Bank
15,000
Cava Mesa Grill
10,000
CVS
8,000
Chase Bank
4,000
1,561,000

235,000 Walmart

Big Y Supermarket
T.J. Maxx

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

Shopping center
Shopping center
Shopping center

New Haven County, CT
12 Orange
11 Derby

Trader Joe’s Supermarket
Aldi Supermarket

Shopping center
Shopping center

NEW YORK
Westchester County, NY
25 Scarsdale
18 Ossining
15 Somers
17 Yorktown
15 Somers
24 Eastchester
26 Yonkers
19 Briarcliff Manor

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

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

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
Putnam County Savings Bank Shopping center
19,000
1,134,000

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

16 Katonah
25 Yonkers
22 Harrison
23 Pelham
24 Eastchester
24 Bronxville
15 Somers

81,000
72,000
388,000

78,000
39,000
117,000

Putnam County, NY
13 Carmel
14 Brewster
13 Carmel
Carmel

Suffolk County, NY
41 Riverhead

Rockland County, NY
21 Orangeburg
20 New City

Ulster County, NY
Kingston

Orange County, NY
Unionville

NEW JERSEY
Bergen County, NJ
33 Midland Park
30 Emerson
32 Montvale

28 Dumont
33 Wyckoff
31 Waldwick
31 Waldwick
27 Fort Lee

Hillsdale

189,000
177,000
145,000
4,000
515,000

Tops Supermarket
Acme Supermarket
ShopRite Supermarket
Vacant

Shopping center
Shopping center
Shopping center
Net leased property

211,000 Walmart & Applebee’s

Shopping center

CVS
Putnam County Savings Bank Retail (1 building)

Shopping center

74,000
3,000
77,000

3,000

Taste of Italy

Net leased property

3,000 Unionville Family Restaurant Net leased property

130,000
93,000
76,000

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
Net leased property

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

Rite Aid
7,000 H-Mart Supermarket

Friendly’s Restaurant

2,000
472,000

Passaic County, NJ
35 Pompton Lakes 125,000
105,000
37 Wayne
37,000
29 Passaic
267,000

Planet Fitness
PNC Bank
Valley National Bank

Shopping center
Shopping center
Shopping center

Essex County, NJ
39 Newark
38 Bloomfield
Bloomfield

Morris County, NJ
34 Kinnelon
36 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
40 New Providence 109,000

NEW HAMPSHIRE
Rockingham County, NH
42 Newington

102,000

Acme Supermarket

Shopping center

Savers

Shopping center

financials

contents

Consolidated Balance Sheets at October 31, 2019 and 2018 . . . . . . . . . 14

Consolidated Statements of Income for each of the

three years in the period ended October 31, 2019 . . . . . . . . . . . . . . 15

Consolidated Statements of Comprehensive Income for each

of the three years in the period ended October 31, 2019 . . . . . . . . . 16

Consolidated Statements of Cash Flows for each of the

three years in the period ended October 31, 2019 . . . . . . . . . . . . . . 17

Consolidated Statements of Stockholders’ Equity

for each of the three years in the period
ended October 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

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

Report of Independent Registered Public Accounting Firm . . . . . . . . 39

Management’s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 40

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 . . . . . . . . . . . . . . . . . . . . . . 55

Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

Non-GAAP Financial Measures Reconciliations . . . . . . . . . . . . . . . . . . 57

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

Total Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

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

Total Liabilities

Redeemable Noncontrolling Interests

Commitments and Contingencies

Stockholders’ Equity:
6 .75% Series G Cumulative Preferred Stock (liquidation preference of $25 per share);

-0- and 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

5 .875% Series K Cumulative Preferred Stock (liquidation preference of $25 per share);

4,400,000 and -0- shares issued and outstanding

Excess Stock, par value $0 .01 per share; 20,000,000 shares authorized; none issued

and outstanding

Common Stock, par value $0 .01 per share; 30,000,000 shares authorized; 9,963,751 and

9,822,006 shares issued and outstanding

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

29,893,241 and 29,814,814 shares issued and outstanding

Additional paid in capital
Cumulative distributions in excess of net income (loss)
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,

2019

2018

$1,141,770
(241,154)
900,616
29,374
929,990
94,079
—
22,854
15,513
9,868
$1,072,304

$1,118,075
(218,653)
899,422
37,434
936,856
10,285
5,567
22,607
19,927
12,991
$1,008,233

$ —
306,606
75,000
11,416
53
21,629
414,704

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

77,876

78,258

—

75,000

115,000

110,000

—

101

—

299
520,988
(158,213)
(8,451)
579,724
$1,072,304

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

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
Directors’ fees and expenses
Total Operating Expenses

Operating Income
Non-Operating Income (Expense):

Interest expense

Equity in net income from unconsolidated joint ventures
Gain on sale of marketable securities

Interest, dividends and other investment income

Gain (loss) 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,

2019

2018

2017

$ 99,270
32,784
221
5,310
137,585

21,901
23,363
27,927
9,405
956
346
83,898

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

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

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

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

53,687

53,426

47,266

(14,102)
1,241
403
403
(19)
41,613

(4,333)
37,280
(12,789)
(2,363)

$ 22,128

$0.53
$0.59

$0.52
$0.58

(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

Urstadt Biddle ProPerties inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)

Net Income

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

Total comprehensive income
Comprehensive income attributable to noncontrolling interests

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

Total comprehensive income applicable to Common
and Class A Stockholders

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

Year Ended October 31,

2019

2018

2017

$ 41,613

$ 42,183

$ 55,432

—

(13,651)
(1,697)

26,265
(4,333)

21,932
(12,789)
(2,363)

569
4,155
—

46,907
(4,716)

42,191
(12,250)
—

—
4,045
—

59,477
(2,499)

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

$ 6,780

$ 29,941

$ 37,943

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

(Gain) on sale of marketable securities

Restricted stock compensation expense and other adjustments
Deferred compensation arrangement

(Gain) loss 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

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
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
Purchases of securities available for sale
Proceeds from the sale of available for sale securities
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
Acquisitions of noncontrolling interests
Distributions to noncontrolling interests
Repurchase of shares of Class A Common Stock
Payment of taxes on 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,

2019

2018

2017

$ 41,613

$ 42,183

$ 55,432

27,927
(914)
956
(403)
4,381
(19)
19
(1,241)
1,241

(314)
(8,142)
7,213
72,317

(11,751)
(574)
—
—
—
(18,681)
3,372
—
5,970
6,925
(14,739)

(42,600)
(12,789)
(6,441)
47,000
(27,001)
25,500
193
(54,095)
(5,134)
(4,333)
—
(270)
106,186
—
26,216

83,794
10,285

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

(956)
161
(2,091)
71,584

(6,910)
—
—
(1,000)
—
(8,184)
—
(4,999)
—
553
(20,540)

(41,626)
(12,250)
(6,427)
10,000
(17,624)
33,595
196
(9,000)
(1,220)
(4,716)
(120)
(241)
—
—
(49,433)

1,611
8,674

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

(825)
3,635
(7,022)
62,995

(30,599)
(158)
13,500
(715)
500
(9,676)
45,438
—
—
471
18,761

(40,596)
(14,960)
(6,776)
50,000
(43,675)
52,000
200
(56,000)
—
(2,499)
—
—
111,328
(129,375)
(80,353)

1,403
7,271

Cash and Cash Equivalents at End of Year

$ 94,079

$ 10,285

$ 8,674

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)

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 .875% Series K
Preferred Stock
Issued

Amount

5,175,000

$ 129,375

3,000,000

$75,000

—

$ —

—

$ —

Balances—October 31, 2016
Net income applicable to Common and Class A
common stockholders
Change in unrealized (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 gain (loss) 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
Repurchase of Class A Common stock
Restricted stock compensation and other adjustment
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2018
November 1, 2018 adoption of new accounting
standard— See Note 1
Net income applicable to Common and Class A
common stockholders
Change in unrealized gains on interest rate swap
Cash dividends paid:
Common stock ($0 .98 per share)
Class A common stock ($1 .10 per share)
Issuance of shares under dividend reinvestment plan
Shares issued under restricted stock plan
Shares withheld for employee taxes
Forfeiture of restricted stock
Issuance of Series K Preferred Stock
Reclassification of preferred stock
Restricted stock compensation and other adjustments
Adjustments to redeemable noncontrolling interests
Balances—October 31, 2019

—
—
—

—
—
—
—
—
—
—
—
—
—

—

—
—

—
—
—
—
—
—
—
—
—
—
—

—
—

—
—
—
—
—
—
(5,175,000)
—
—
—

—
—
—
—
—
—
(129,375)
—
—
—

—
—
—
—
—
—
—
—
—
3,000,000

—
—
—
—
—
—
—
—
—
75,000

—
—
—
—
—
4,600,000
—
—
—
4,600,000

—
—
—
—
—
115,000
—
—
—
115,000

—
—
—

—
—
—
—
—
—
—
—
—
—

—
—
—
—
—
—
—
—
—
3,000,000

—
—
—
—
—
—
—
—
—
75,000

—
—
—
—
—
—
—
—
—
4,600,000

—
—
—
—
—
—
—
—
—
115,000

—
—

—
—
—
—
—
—
—
—
—
—
—
—
—
—

—
—
—
—
—
—
—
—
—
—

—

—
—

—
—
—
—
—
—
—
—
—
—
—
—
—
—

—
—
—
—
—
—
—
—
—
—

—

—
—

—

—
—

—
—
—
—
—
—
—
—
—
—
$ —

—

—
—

—
—
—
—
—
—
—

(3,000,000)

—
—
—

—

—
—

—

—
—

—

—
—

—
—
—
—
—
—
—
(75,000)
—
—
$ —

—
—
—
—
—
—
—
—
—
—
4,600,000

—
—
—
—
—
—
—
—
—
—
$115,000

—
—
—
—
—
—
4,400,000
—
—
—
4,400,000

—
—
—
—
—
—
110,000
—
—
—
$110,000

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

9,507,973

$ 96

29,633,520

$296

$509,660

$(114,091)

$ (1,303)

$ 599,033

—
—

—
—
4,705
152,100
—
—
—
—
—
9,664,778

—
—
—

—
—
4,528
152,700
—
—
—
—
—
9,822,006

—

—
—

—
—
4,545
137,200
—
—
—
—
—
—
9,963,751

—
—

—
—
—
1
—
—
—
—
—
97

—
—
—

—
—
—
2
—
—
—
—
—
99

—

—
—

—
—
—
2
—
—
—
—
—
—
$101

—
—

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

—
—
—

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

—

—
—

—
—
5,417
111,450
(14,290)
(24,150)
—
—
—
—
29,893,241

—
—

—
—
—
1
—
—
—
—
—
297

—
—
—

—
—
—
1
—
—
—
—
—
298

—

—
—

—
—
—
1
—
—
—
—
—
—
$299

—
—

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

—
—
—

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

—

—
—

—
—
193
(3)
(269)
—
(3,465)
2,363
4,033
—
$520,988

33,898
—

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

25,217
—
—

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

569

22,128
—

(9,762)
(32,838)
—
—
—
—
—
—
—
(4,452)
$(158,213)

—
4,045

—
—
—
—
—
—
—
—
—
2,742

—
569
4,155

—
—
—
—
—
—
—
—
—
7,466

(569)

—

(15,348)

—
—
—
—
—
—
—
—
—
—

$ (8,451)

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)
—
(120)
4,085
2,674
582,141

—

22,128
(15,348)

(9,762)
(32,838)
193
—
(269)
—
106,535
(72,637)
4,033
(4,452)
$ 579,724

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 2019 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, 2019 . As of October 31, 2019, the fiscal
tax years 2015 through and including 2018 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, 2019, the
Company owned or had equity interests in 83 properties
containing a total of 5 .3 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 STATEMENTS An acquired process is considered substantive if:
• The process includes an organized workforce (or

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

• The process cannot be replaced without significant

cost, effort, or delay; or

• The process is considered unique or scarce .

Generally, the Company expects that acquisitions of
real estate or in-substance real estate will not meet the
definition of a business because substantially all of the
fair value is concentrated in a single identifiable asset or
group of similar identifiable assets (i .e . land, buildings,
and related intangible assets) or because the acquisition
does not include a substantive process in the form of an
acquired workforce or an acquired contract that cannot
be replaced without significant cost, effort or delay .
Acquisitions of real estate and in-substance real estate
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 June 2019, the Company sold for $3 .7 million its
property located in Monroe, CT (the “Monroe Property”),
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
$416,000, which is included in continuing operations
in the consolidated statement of income for the year
ended October 31, 2019 . The net book value of the
Monroe Property was insignificant to financial statement
presentation and as a result the Company did not include
the asset as held for sale on its consolidated balance sheet
at October 31, 2018 .

Urstadt Biddle ProPerties inc.
In August 2019, the Company entered into a purchase
and sale agreement to sell its property located in
Bernardsville, NJ (the “Bernardsville Property”), to an
unrelated third party for a sale price of $2 .7 million as
that property no longer met our investment objectives .
In accordance with ASC Topic 360-10-45, the property
met all the criteria to be classified as held for sale in
the fourth quarter of fiscal 2019 and accordingly the
Company recorded a loss on property held for sale of
$434,000 which is included in continuing operations in
the consolidated statement of income for the year ended
October 31, 2019 . The amount of the loss represented the
net carrying amount of the property over the fair value of
the asset less estimated cost to sell . The net book value of
the Bernardsville Property was insignificant to financial
statement presentation and as a result the Company did
not include the asset as held for sale on its consolidated
balance sheet at October 31, 2019 .
In March 2017, the Company sold for $56 .6 million its
property located in White Plains, NY (the “White Plains
Property”), 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 .
The combined operating results of the Monroe Property,
the Bernardsville Property, the White Plains Property and
the Fairfield Property, which are included in continuing
operations, were as follows (amounts in thousands):

Year Ended October 31,
2018
$ 666
(295)
(173)
$ 198

2019
$ 574
(237)
(143)
$ 194

2017
$2,968
(647)
(254)
$2,067

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

Deferred Charges
Deferred charges consist principally of leasing
commissions (which are amortized ratably over the life of
the tenant leases) . Deferred charges in the accompanying
consolidated balance sheets are shown at cost, net of
accumulated amortization of $4,861,000 and $4,901,000 as
of October 31, 2019 and 2018, 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 are impaired
at October 31, 2019 .

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, 2019 and 2018, approximately
$19,395,000 and $18,375,000, 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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 . 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,
2019 and 2018, tenant receivables in the accompanying
consolidated balance sheets are shown net of allowances
for doubtful accounts of $5,454,000 and $4,800,000,
respectively .

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

Marketable Securities
Marketable equity securities are carried at fair value
based upon quoted market prices in active markets .
In February and March 2018, the Company purchased
approximately $5 .0 million of REIT securities with
available cash .
On November 1, 2018, the Company adopted FASB
Accounting Standards Update (“ASU”) 2016-01, “Financial
Instruments—Overall .” 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 . As a result of the
adoption, the Company recorded all unrealized holding
gains for its marketable securities as of the date of adoption
to cumulative distributions in excess of net income and
reduced accumulated other comprehensive income in the
amount of $569,000 .
In January 2019, the Company sold all of its marketable
equity securities and realized a gain on sale in the amount
of $403,000, which has been recorded in the consolidated
statement of income for year ended October 31, 2019 .

Urstadt Biddle ProPerties inc. The Company did not own any marketable equity securities as of October 31, 2109 . The unrealized gain on the
Company’s marketable equity securities at October 31, 2018 is detailed below (in thousands):

Fair Market
Value

Cost Basis

Unrealized
Gain/(Loss)

Gross
Unrealized Gains

Gross
Unrealized (Loss)

October 31, 2018
REIT Securities

$5,567

$4,998

$569

$—

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, 2019, 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, 2019, the Company
had approximately $129 .1 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 .93% per
annum . As of October 31, 2019 and 2018, the Company
had a deferred liability of $6 .8 million and $114,000,
respectively (included in accounts payable and accrued
expenses on the consolidated balance sheets) and a
deferred asset of $- and $7 .0 million, 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 and losses on interest rate swaps
designated as cash flow hedges, including the Company’s
share from entities accounted for under the equity method
of accounting, and prior to November 1, 2018, unrealized
gains/(losses) on marketable securities classified as
available-for-sale . At October 31, 2019, accumulated other
comprehensive (loss) consisted of net unrealized losses
on interest rate swap agreements of $8 .5 million, inclusive
of the Company’s share of accumulated comprehensive
income/(loss) from joint ventures accounted for by
the equity method of accounting . At October 31, 2018,
accumulated other comprehensive income consisted of
net unrealized gains on interest rate swap agreements of
approximately $6 .9 million and unrealized gains/(losses)
on marketable securities classified as available-for-sale of
$569,000 . 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 .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Year Ended October 31,
2018
10 .4%
89 .6%
100 .0%

2019
10.8%
89.2%
100.0%

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

2017

Earnings Per Share
The Company calculates basic and diluted earnings per
share in accordance with the provisions of ASC Topic 260,
“Earnings Per Share .” Basic earnings per share (“EPS”)
excludes the impact of dilutive shares and is computed by
dividing net income applicable to Common and Class A
Common stockholders by the weighted average number of
Common shares and Class A Common shares outstanding
for the period . Diluted EPS reflects the potential dilution
that could occur if securities or other contracts to issue
Common shares or Class A Common shares were exercised
or converted into Common shares or Class A Common
shares and then shared in the earnings of the Company .
Since the cash dividends declared on the Company’s
Class A Common stock are higher than the dividends
declared on the Common Stock, basic and diluted EPS
have been calculated using the “two-class” method . The
two-class method is an earnings allocation formula that
determines earnings per share for each class of common
stock according to the weighted average of the dividends
declared, outstanding shares per class and participation
rights in undistributed earnings .
The following table sets forth the reconciliation between
basic and diluted EPS (in thousands):

Year Ended October 31,

2019

2018

2017

$ 4,659 $ 5,173 $ 6,857

193

259

376

$ 4,852 $ 5,432 $ 7,233

8,813

8,517

8,383

536

597

643

9,349

9,114

9,026

$17,469 $20,044 $27,041

(193)

(259)

(376)

$17,276 $19,785 $26,665

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

29,438

29,335

29,317

216

178

186

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

Year Ended
October 31,

2019

6.0%
94.0%
100.0%

2018

7 .0%
93 .0%
100 .0%

29,654

29,513

29,503

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

to long lived assets in any of the fiscal years ended October 31, 2019,
2018 and 2017 .

Urstadt Biddle ProPerties inc.

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

Reclassification
Certain fiscal 2017 and 2018 amounts have been
reclassified to conform to current period presentation .

New Accounting Standards
In May 2014, FASB issued Accounting Standards
Update (“ASU”) No . 2014-09 titled “Revenue from
Contracts with Customers” and subsequently issued
several related ASUs (collectively “ASU 2014-09”) . ASU
2014-09 replaces most existing revenue recognition
guidance and requires an entity to recognize the amount
of revenue which it expects to be entitled to for the
transfer of promised goods or services to customers .
ASU 2014-09 is effective for annual periods beginning
after December 15, 2017, and interim periods within
those years and must be applied retrospectively by either
restating prior periods or by recognizing the cumulative
effect as of the date of first application . The Company
adopted ASU 2014-09 effective November 1, 2018, using
the modified retrospective approach . The adoption of
ASU 2014-09 did not have an impact on the consolidated
financial statements because the majority of the Company’s
revenue consists of lease-related income from leasing
arrangements, which is specifically excluded from ASU
2014-09 . Other revenues, as a whole, are immaterial to total
revenues . There was no change to previously reported
amounts as a result of the adoption of ASU 2014-09 .
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

Year Ended October 31,
2018

2017

2019

Ridgeway Percent Leased

97%

96%

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

2019

2018

2017

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%

20%
14%

10%

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, 2019

All Other
Operating
Segments

$122,726
$ 40,887
$ 12,398

Total
Consolidated

$137,585
$ 45,264
$ 14,102

Ridgeway

$14,859
$ 4,377
$ 1,704

$ 2,350

$ 25,577

$ 27,927

$ 6,428

$ 35,185

$ 41,613

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

Year Ended October 31, 2018
All Other
Operating
Segments

Total
Consolidated

Ridgeway

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

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

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

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

$ 2,616

$ 25,708

$ 28,324

$ 5,436

$ 36,747

$ 42,183

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 . The Company has
elected to apply the transition provisions of ASC Topic
842 at the beginning of the period of adoption, which
for the Company, will be the first day of our year ended
October 31, 2020 (i .e ., November 1, 2019), and therefore,
the Company will not retrospectively adjust prior
periods presented . The Company will elect to apply
certain adoption related practical expedients for all
leases that commenced prior to the effective date . These
practical expedients include not reassessing whether any
expired or existing contracts are or contain leases; not
reassessing the lease classification for any expired
or existing leases; and not reassessing initial direct
costs for any existing leases . Overall, the Company’s
assessment of the adoption of ASC Topic 842 on
November 1, 2019 is that it will not be material to our
financial statements or the disclosures contained therein .
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 .
The Company adopted ASU 2016-01 on November 1,
2018, and as a result, adjusted the opening balance of
cumulative distributions in excess of net income and
reduced accumulated other comprehensive income by
$569,000, representing the amount of unrealized gains
on marketable securities classified as available-for-sale
as of the date of adoption .
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, 2019 .

(2) REAL ESTATE INVESTMENTS
The Company’s investments in real estate, net of
depreciation, were composed of the following at
October 31, 2019 and 2018 (in thousands):

Consolidated

Investment Unconsolidated
Joint Ventures
Properties
$29,374
$890,887
—
9,729
$29,374
$900,616

Retail
Office
Total

2019
Totals

2018
Totals
$920,261 $926,677
10,179
$929,990 $936,856

9,729

The Company’s investments at October 31, 2019
consisted of equity interests in 83 properties . The 83
properties are located in various regions throughout
the northeastern part of the United States with a
concentration in the metropolitan New York tri-state area
outside of the City of New York . The Company’s primary
investment focus is neighborhood and community
shopping centers located in the region just described .
Since a significant concentration of the Company’s
properties are in the northeast, market changes in this
region could have an effect on the Company’s leasing
efforts and ultimately its overall results of operations .

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

Land
Buildings and improvements

Accumulated depreciation

October 31,
2019

903,004

2018
$ 238,766 $ 231,660
886,415
1,141,770 1,118,075
(218,653)
$ 900,616 $ 899,422

(241,154)

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 $559 .7 million become due as follows (in millions):
2020—$94 .6; 2021—$86 .0; 2022—$74 .8; 2023—$58 .7; 2024—
$47 .6; and thereafter—$198 .0 .
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, 2019 .

Urstadt Biddle ProPerties inc.

Significant Investment Property Acquisition
Transactions
In December 2018, the Company purchased Lakeview
Plaza Shopping Center (“Lakeview”) for $12 .0 million
(exclusive of closing costs) . 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
re-tenanting at the property, approximately $5 .4 million of
which has already been expended and added to the cost
of the property . The Company funded the purchase and
capital improvements made subsequent to the purchase
with available cash and borrowings on its unsecured
revolving credit facility (the “Facility”) . The Company
intends to fund the remaining additional investment with
a combination of available cash, borrowings on the Facility
and by placing a mortgage on the property (see note 4) .
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 Facility and the issuance of $11 .0 million
in unsecured promissory notes to the seller (see note 4) .

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 .
The Company accounted for the purchase of Lakeview,
Tanglewood, 470 Main 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 .
The financial information set forth below summarizes
the Company’s purchase price allocation for the properties
acquired during the fiscal year ended October 31, 2019 and
2018 (in thousands) .

Lakeview

Tanglewood

470 Main

New City

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

Liabilities:
In-place leases
Below market leases

$ 2,025
$10,620
$ 772
$ 459

$ —
$ 1,123

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, 2019, 2018 and
2017, the net amortization of above-market and below-
market leases was approximately $614,000, $1,209,000 and
$223,000, respectively, which is included in base rents in
the accompanying consolidated statements of income .

$7,525
$5,920
$ 147
$ 81

$ —
$ 396

$ 293
$2,786
$ 68
$ 25

$ —
$ 43

$2,498
$ 632
$ 38
$ —

$ —
$ —

In Fiscal 2019, the Company incurred costs of
approximately $18 .7 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, 2019, 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 4 .9% and are
collateralized by real estate investments having a net
carrying value of approximately $558 .9 million .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

2020
2021
2022
2023
2024
Thereafter

Principal

Scheduled
Repayments Amortization
$ 6,917
7,321
6,570
6,305
6,454
5,524
$39,091

$ —
—
49,486
—
5,915
212,114
$267,515

Total
$ 6,917
7,321
56,056
6,305
12,369
217,638
$306,606

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, 2019 .

As of October 31, 2019, $99 million was available to be
drawn on the Facility .
During the fiscal years ended October 31, 2019 and 2018,
the Company borrowed $25 .5 million and $33 .6 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, 2019 and 2018, the Company re-paid $54 .1
million and $9 .0 million, respectively, on its Facility with
available cash, cash proceeds from mortgage refinancings,
proceeds from the sale of marketable securities,
investment property sales and proceeds from the issuance
of preferred stock .
In March 2019, the Company refinanced its existing $14 .9
million first mortgage secured by its Darien, CT property .
The new mortgage has a principal balance of $25 .0 million
and has a term of 10 years and requires payments of
principal and interest at the rate of LIBOR plus 1 .65% . The
Company also entered into an interest rate swap contract
with the new lender, which converts the variable interest
rate (based on LIBOR) to a fixed rate of 4 .815% per annum .
In March 2019, the Company refinanced its existing $9 .1
million first mortgage secured by our Newark, NJ property .
The new mortgage has a principal balance of $10 .0 million,
has a term of 10 years, and requires payments of principal
and interest at a fixed rate of 4 .63% .
In June 2019, the Company placed a first mortgage on its
Brewster, NY property . The new mortgage has a principal
balance of $12 .0 million, has a term of 10 years and requires
payments of principal and interest at the rate of LIBOR plus
1 .75% . Concurrent with entering into the mortgage, the
Company also entered into an interest rate swap contract
with the new lender, which converts the variable interest
rate (based on LIBOR) to a fixed rate of 3 .6325% per annum .
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 $3 .2 million balance of the notes is
included in mortgage notes payable and other loans on the
Company’s consolidated balance sheet at October 31, 2019 .
Each tranche requires payments of interest only .

Urstadt Biddle ProPerties inc.

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

5 .00% (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 .

Interest paid in the years ended October 31, 2019, 2018 and 2017 was approximately $13 .7 million, $13 .4 million and
$12 .9 million, respectively .

(5) CONSOLIDATED JOINT VENTURES

AND REDEEMABLE
NONCONTROLLING INTERESTS

The Company has an investment in five joint ventures,
UB Orangeburg, LLC (“Orangeburg”), McLean Plaza
Associates, LLC (“McLean”), UB Dumont I, LLC
(“Dumont”) and UB New City, 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 five joint ventures and has concluded that these joint
ventures are fully controlled by the Company and that the
presumption of control is not offset by any rights of any of
the limited partners or non-controlling members in these
ventures and that the joint ventures should be consolidated
into the consolidated financial statements of the Company
in accordance with ASC Topic 810, “Consolidation .” The
Company’s investment in these consolidated joint ventures
is more fully described below:

UB Ironbound, L.P. (“Ironbound”)
In August 2019, the Company redeemed the remaining
noncontrolling interest in Ironbound for $3 .0 million . After
the redemption the Company’s ownership of Ironbound
increased from 84% to 100% . Ironbound owns the Ferry
Plaza grocery-anchored shopping center, located in
Newark, NJ .

Orangeburg
The Company, through a wholly-owned subsidiary,
is the managing member and owns a 43 .8% 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 .5 million in Orangeburg and as a result as
of October 31, 2019 its ownership percentage has increased
to 43 .8% 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 is the managing member and owns a
13 .3% interest in UB High Ridge, LLC . The Company’s
initial investment was $5 .5 million, and the Company has
purchased additional interests totaling $2 .6 million through
October 31, 2019 . UB High Ridge, either directly or through
a wholly-owned subsidiary, owns three commercial
real estate properties, High Ridge Shopping Center, a
grocery-anchored shopping center (“High Ridge”), and
two single tenant commercial retail properties, one leased
to JP Morgan Chase (“Chase Property”) and one leased
to CVS (“CVS Property”) . Two properties are located in
Stamford, CT and one property is located in Greenwich,
CT . High Ridge is a shopping center anchored by a Trader
Joe’s grocery store . The properties were contributed to
the new entities by the former owners who received units
of ownership of 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,
currently equal to 5 .50% of their invested capital .

UB Dumont I, LLC
The Company is the managing member and owns a
36 .4% interest in UB Dumont I, LLC . The Company’s
initial investment was $3 .9 million, and the Company has
purchased additional interests totaling $630,000 through
October 31, 2019 . Dumont owns a retail and residential
real estate property, which retail portion is anchored
by a Stop & Shop grocery store . The property is located
in Dumont, NJ . The property was contributed to the
new entity by the former owners who received units of
ownership of Dumont equal to the value of contributed
property less liabilities assumed . The Dumont operating
agreement provides for the non-managing members to
receive an annual cash distribution, currently equal to
5 .05% of their invested capital .

UB New City I, LLC
The Company is the managing member and owns a
78 .2% equity interest in a joint venture, UB New City I,
LLC . The Company’s initial investment was $2 .4 million,
and the Company has purchased additional interests
totaling $91,300 through October 31, 2019 . New City owns
a single tenant retail real estate property located in New

City, NY, which is leased to a savings bank . In addition,
New City rents certain parking spaces on the property
to the owner of an adjacent grocery-anchored shopping
center . The property was contributed to the new entity
by the former owners who received units of ownership
of New City equal to the value of contributed property .
The New City operating agreement provides for the non-
managing member to receive an annual cash distribution,
currently equal to 5 .00% of his invested capital .

Noncontrolling interests:
The Company accounts for noncontrolling interests
in accordance with ASC Topic 810, “Consolidation .”
Because the limited partners or noncontrolling members in
Orangeburg, McLean, 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, 2019 and
2018, the Company adjusted the carrying value of the
non-controlling interests by $4,452,000 and $(2,674,000),
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 New City Noncontrolling

Interest-Net

Redemption of UB High Ridge
Noncontrolling Interest
Redemption of Dumont
Noncontrolling Interest
Redemption of New City
Noncontrolling Interest
Redemption of Ironbound
Noncontrolling Interest
Change in Redemption Value
Ending Balance

October 31,

2019
$78,258

2018
$81,361

—

791

(1,413)

(1,220)

(630)

(91)

—

(2,700)
4,452
$77,876

—
(2,674)
$78,258

Urstadt Biddle ProPerties inc.

(6) INVESTMENTS IN AND ADVANCES TO
UNCONSOLIDATED JOINT VENTURES
At October 31, 2019 and 2018, investments in and
advances to unconsolidated joint ventures consisted of
the following (with the Company’s ownership percentage
in parentheses) (amounts in thousands):

Applebee’s restaurant with a 7,200 square foot pad site
that is leased .
Gateway is subject to a $12 .0 million non-recourse first
mortgage . The mortgage matures on March 1, 2024 and
requires payments of principal and interest at a fixed rate
of interest of 4 .2% per annum .

October 31,

2019
Chestnut Ridge Shopping Center (50 .0%) $12,048
—
Plaza 59 Shopping Center (50 .0%)
6,847
Gateway Plaza (50%)
3,446
Putnam Plaza Shopping Center (66 .67%)
Midway Shopping Center, L .P .

(11 .792% in 2019 and 11 .642% in 2018)

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

4,384
1,926
723
$29,374

2018
$12,508
5,194
6,680
5,978

4,509
1,842
723
$37,434

Chestnut Ridge and Plaza 59 Shopping Centers
The Company, through a wholly owned subsidiary,
owns a 50% undivided tenancy-in-common equity
interest in the 76,000 square foot Chestnut Ridge
Shopping Center located in Montvale, New Jersey
(“Chestnut”), which is anchored by a Fresh Market
grocery store .

Plaza 59 Shopping Center
In fiscal 2019, the Company’s wholly-owned subsidiary
that owned a 50% undivided tenancy-in-common
interest in Plaza 59 and the other 50% tenancy-in-common
owner of Plaza 59 sold the property to an unrelated third
party for a sale price of $10 .0 million . In accordance with
ASC Topic 610-20, the property was de-recognized and
the Company’s 50% share of the loss on sale amounted
to $462,000, which is included as a reduction of equity
in net income from unconsolidated joint ventures on the
Company’s consolidated statement of income for the year
ended October 31, 2019 .

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 leased and a 3,500 square foot outparcel that
is leased . Applebee’s has a 5,400 square foot free standing

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 .4 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 .792% 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 .792% equity interest in Midway, it controls 25% of the
voting power of Midway, and as such, has determined
that it exercises significant influence over the financial
and operating decisions of Midway but does not control
the venture and accounts for its investment in Midway
under the equity method of accounting .
The Company has allocated the $7 .4 million excess of
the carrying amount of its investment in and advances to
Midway over the Company’s share of Midway’s net book
value to real property and is amortizing the difference
over the property’s estimated useful life of 39 years .
Midway currently has a non-recourse first mortgage
payable in the amount of $26 .6 million . The loan requires
payments of principal and interest at the rate of 4 .80% per
annum and will mature in 2027 .

81 Pondfield Road Company
The Company’s other investment in an unconsolidated
joint venture is a 20% economic interest in a partnership
which owns a retail and office building in Westchester
County, New York .
The Company accounts for the above investments
under the equity method of accounting since it exercises
significant influence, but does not control the joint
ventures . The other venturers in the joint ventures
have substantial participation rights in the financial
decisions and operation of the ventures or properties,
which preclude the Company from consolidating the

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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
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 .
On October 1, 2019, we issued a notice of our intent
to redeem, on November 1, 2019, all of the outstanding
shares of our $25 per share Series G Cumulative
Preferred Stock for $25 per share, which includes all
unpaid dividends . As a result of our redemption notice
we reduced net income applicable to Common and
Class A Common stockholders by $2 .4 million on our

consolidated statement of income for the fiscal year
ended October 31, 2019, which represents the difference
between redemption value of the stock and carrying
value net of original deferred stock issuance costs .
As of October 31, 2019, the Series G Preferred Stock
was reclassified out of Stockholders’ Equity to preferred
stock called for redemption in the liability section of
the Company’s consolidated balance sheet .
The 6 .25% Series H Senior Cumulative Preferred Stock
(the “Series H Preferred Stock”) is nonvoting, has 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 holders of
the Series H Preferred Stock will have the right to convert
all or part of the shares of Series H Preferred Stock held
by such 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 Fiscal 2019, the Company completed the public
offering of 4,400,000 shares of 5 .875% Series K Senior
Cumulative Preferred Stock (the “Series K Preferred
Stock”) at a price of $25 per share for net proceeds of
$106 .5 million after underwriting discounts but before
offering expenses . These shares are nonvoting, have no
stated maturity and are redeemable for cash at $25 per
share at the Company’s option on or after October 1,
2024 . Holders of these shares are entitled to cumulative
dividends, payable quarterly in arrears . Dividends accrue
from the date of issue at the annual rate of $1 .46875 per
share per annum . The holders of our Series K Preferred
Stock have general preference rights with respect to
liquidation and quarterly distributions . Except under
certain conditions holders of the Series K Preferred
Stock will not be entitled to vote on most matters . In the
event of a cumulative arrearage equal to six quarterly
dividends, holders of Series K Preferred Stock, together
with all of the Company’s other Series of preferred stock
(voting as a single class without regard to series) will

Urstadt Biddle ProPerties inc.

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 K Preferred Stock will have
the right to convert all or part of the shares of Series K
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 K
Preferred Stock are reflected as a reduction of additional
paid in capital .

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, 2019 and 2018:

Common Shares

Class A Common Shares

Dividend
Payment Date

January 18, 2019
April 19, 2019
July 19, 2019
October 18, 2019

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

Gross
Dividend
Paid Per
Share

$0 .245
$0 .245
$0 .245
$0 .245
$0 .98

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

Ordinary
Income

Capital
Gain

Non-Taxable
Portion

$0 .173355
$0 .173355
$0 .173355
$0 .173355
$0 .69342

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

$0 .006156
$0 .006156
$0 .006156
$0 .006156
$0 .024624

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

$0 .065489
$0 .065489
$0 .065489
$0 .065489
$0 .261956

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

Gross
Dividend
Paid Per
Share

$0 .275
$0 .275
$0 .275
$0 .275
$1 .10

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

Ordinary
Income

Capital
Gain

Non-Taxable
Portion

$0 .1946
$0 .1946
$0 .1946
$0 .1946
$0 .7784

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

$0 .0069
$0 .0069
$0 .0069
$0 .0069
$0 .0276

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

$0 .0735
$0 .0735
$0 .0735
$0 .0735
$0 .294

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

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 2019, the Company
issued 4,545 shares of Common Stock and 5,417 shares
of Class A Common Stock (4,528 shares of Common
Stock and 5,766 shares of Class A Common Stock in fiscal
2018) through the DRIP . As of October 31, 2019, there
remained 333,861 shares of Common Stock and 387,733
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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2019, the Company did
not repurchase any shares under the Current Repurchase
Program . For the year ended October 31, 2018, the
Company repurchased 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, as amended
(the “Plan”) that provides a form of equity compensation
for employees of the Company . In March 2019, the
stockholders of the Company approved an increase in the
number of shares available for grant under the Plan by
1,000,000 shares . The Plan, which is administered by the
Company’s compensation committee, authorizes grants of
up to an aggregate of 5,500,000 shares of the Company’s
common equity consisting of 350,000 Common shares,
350,000 Class A Common shares and 4,800,000 shares,
which at the discretion of the compensation committee,
may be awarded in any combination of Class A Common
shares or Common shares .
In fiscal 2019, the Company awarded 137,200 shares of
Common Stock and 111,450 shares of Class A Common
Stock to participants in the Plan . The grant date fair
value of restricted stock grants awarded to participants
in 2019 was approximately $4 .2 million . As of October 31,
2019, there was $13 .3 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 .5 years . For the years ended
October 31, 2019, 2018 and 2017, amounts charged to
compensation expense totaled $4,336,000, $4,394,000 and
$4,156,000, respectively .
A summary of the status of the Company’s non-vested
restricted stock awards as of October 31, 2019, and
changes during the year ended October 31, 2019
is presented below:

Non-vested at October 31, 2018
Granted
Vested

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

Non-vested at October 31, 2019

Forfeited

Common Shares

Weighted-
Average
Grant Date
Fair Value
$17 .22
$15 .33
$14 .78
—
$17 .52

Shares
1,255,900
137,200
(247,000)
—
1,146,100

Class A Common Shares
Weighted-
Average
Grant Date
Fair Value
$21 .13
$18 .84
$18 .15
$21 .58
$21 .07

Shares
452,925
111,450
(77,000)
(24,150)
463,225

Urstadt Biddle ProPerties inc.

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 $224,000, $220,000 and $208,000
in each of the three years ended October 31, 2019, 2018
and 2017, 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

The Company calculates the fair value of the redeemable
noncontrolling interests based on either quoted market
prices on national exchanges for those interests based on
the Company’s Class A Common stock (level 1), contractual
redemption prices per share as stated in governing
agreements (level 2) or unobservable inputs considering the
assumptions that market participants would make in pricing
the obligations (level 3) . The level 3 inputs used include
an estimate of the fair value of the cash flow generated by
the limited partnership or limited liability company in
which the investor owns the joint venture units capitalized
at prevailing market rates for properties with similar
characteristics or located in similar areas .
Marketable debt and equity securities are valued based
on quoted market prices on national exchanges .
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, 2019 and 2018, 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 .”

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company measures its redeemable noncontrolling interests, marketable equity and debt securities classified
as available for sale securities and interest rate swap 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, 2019 and 2018
(amounts in thousands):

October 31, 2019
Liabilities:

Interest Rate Swap Agreements

Redeemable noncontrolling interests

October 31, 2018
Assets:

Interest Rate Swap Agreements

Available for sale securities
Liabilities:

Interest Rate Swap Agreements

Redeemable noncontrolling interests

Total

$ 6,754
$77,876

$ 7,011
$ 5,567

$ 114
$78,258

Fair market value measurements based upon Level 3
inputs changed (in thousands) from $3,846 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 market value measurements based upon Level 3
inputs changed from $2,768 at November 1, 2018 to
$546 at October 31, 2019 as a result of a redemption of
noncontrolling interest in Ironbound in August of fiscal
2019 in the amount of $2,700 and a $478 increase in the
redemption value of the Company’s noncontrolling interest
in Ironbound in accordance with the application
of ASC Topic 810 .

Fair Value of Financial Instruments
The carrying values of cash and cash equivalents,
restricted cash, mortgage note receivable, tenant
receivables, prepaid expenses, other assets, accounts
payable and accrued expenses, are reasonable estimates
of their fair values because of the short-term nature of
these instruments . The carrying value of the Facility is
deemed to be at fair value since the outstanding debt is
directly tied to monthly LIBOR contracts . Mortgage notes
payable that were assumed in property acquisitions were
recorded at their fair value at the time they were assumed .
The estimated fair value of mortgage notes payable
and other loans was approximately $311 million and
$281 million at October 31, 2019 and October 31, 2018,

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

Significant
Other Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

$ —
$24,968

$ —
$ 5,567

$ —
$22,131

$ 6,754
$52,362

$ 7,011
$ —

$ 114
$53,359

$ —
$ 546

$ —
$ —

$ —
$2,768

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, 2018, 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, 2019, the Company had commitments of
approximately $8 .6 million for tenant-related obligations .

Urstadt Biddle ProPerties inc.

(11) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The unaudited quarterly results of operations for the years ended October 31, 2019 and 2018 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, 2019
Quarter Ended

Jan 31 Apr 30
$34,293
$ 9,960

$34,455
$10,018

Jul 31 Oct 31
$34,288
$10,208

$34,549
$11,427

Year Ended October 31, 2018
Quarter Ended

Jan 31 Apr 30

$32,995 $37,005 $32,809
$ 9,780
$ 9,079 $14,022

Jul 31 Oct 31
$32,543
$ 9,302

$ 8,917
(3,063)
—

$ 8,860
(3,062)
—

$10,333
(3,063)
—

$ 9,170
(3,601)
(2,363)

$ 7,984 $12,660
(3,062)
(3,063)
—
—

$ 8,642
(3,063)
—

$ 8,181
(3,062)
—

$ 5,854

$ 5,798

$ 7,270

$ 3,206

$ 4,921

$ 9,598

$ 5,579

$ 5,119

$0.16
$0.14

$0.19
$0.17

$0.09
$0.08

$0 .13
$0 .12

$0 .26
$0 .23

$0 .15
$0 .13

$0 .14
$0 .12

$0.16
$0.14

$0.15
$0.14

$0.19
$0.17

$0.08
$0.07

$0 .13
$0 .12

$0 .25
$0 .23

$0 .15
$0 .13

$0 .14
$0 .12

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
On November 1, 2019, the Company redeemed all 3,000,000 shares of its Series G Cumulative Preferred Stock at a
redemption price of $25 .00 per share, inclusive of all accrued and unpaid dividends for $75 .0 million .
On December 17, 2019, the Board of Directors of the Company declared cash dividends of $0 .25 for each share of
Common Stock and $0 .28 for each share of Class A Common Stock . The dividends are payable on January 17, 2020 to
stockholders of record on January 3, 2020 . The Board of Directors also ratified the actions of the Company’s compensation
committee authorizing awards of 105,450 shares of Common Stock and 120,800 shares of Class A Common Stock to
certain officers, directors and employees of the Company effective January 2, 2020, pursuant to the Company’s restricted
stock plan . The fair value of the shares awarded totaling $5 .0 million will be charged to expense over the requisite service
periods (see note 1) .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2019 and 2018, 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, 2019, 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, 2019 and
2018, and the results of its operations and its cash flows for each of the three years in the period ended October 31,
2019, 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, 2019, 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 9, 2020, 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 .

/s/PKF O’Connor Davies, LLP

We have served as the Company’s auditor since 2006 .

New York, New York
January 9, 2020

Urstadt Biddle ProPerties inc.

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 .

trust, including the application of complex federal
income tax regulations that are subject to change .

SPECIAL NOTE REGARDING FORWARD-
LOOKING STATEMENTS
This Annual Report of Urstadt Biddle Properties Inc .
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

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, 2019, we owned or had equity interests
in 83 properties, which include equity interests we own
in five consolidated joint ventures and six unconsolidated
joint ventures, containing a total of 5 .3 million square feet
of Gross Leasable Area (“GLA”) . Of the properties owned
by wholly-owned subsidiaries or joint venture entities
that we consolidate, approximately 92 .9% was leased
(93 .2% at October 31, 2018) . Of the properties owned by
unconsolidated joint ventures, approximately 96 .1% was
leased (96 .3% at October 31, 2018) .
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 26 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- and

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

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 as of October 31, 2019,
three series of perpetual preferred stock, which are only
redeemable at our option . We redeemed our Series G
preferred stock on November 1, 2019 . In addition, we
have mortgage debt secured by some of our properties .
We do not have any 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;

• 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 toward
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 2019; Recent Developments
Set forth below are highlights of our recent property
acquisitions, other investments, property dispositions and
financings:
• In December 2018, we purchased the Lakeview Plaza
Shopping Center for $12 million, exclusive of closing
costs . Lakeview is a 177,000 square foot grocery-
anchored shopping center located in Brewster, NY .
When we purchased the property, we anticipated
having to invest up to $8 million for capital
improvements and for re-tenanting at the property .
We purchased the property with available cash and
a borrowing on our Unsecured Revolving Credit
Facility (“Facility”) . As of the date of this report, we
have expended approximately $5 .4 million of the $8
million anticipated additional investment .

• In March 2019, we completed the refinancing of our

$14 .9 million mortgage secured by our Darien, CT
shopping center . The new mortgage principal balance
is $25 million, and the note has a term of ten years
and requires payments of principal and interest at
the rate of LIBOR plus 1 .65% . We also entered into
an interest rate swap with the new lender, which
converts the variable interest rate (based on LIBOR)
to a fixed rate of 4 .815% per annum . The fixed interest
rate on the refinanced mortgage was 6 .55% .
• In March 2019, we completed the refinancing of

our existing $9 .1 million mortgage secured by our
Newark, NJ shopping center . The new mortgage
principal balance is $10 million, and the note 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 fixed interest rate of 6 .15% on the
refinanced mortgage .

• In March 2019, we sold Plaza 59, a commercial real

estate property located in Spring Valley, NY of which
we owned a 50% undivided tenancy-in-common
interest, which we accounted for under the equity
method of accounting . The total loss on sale was
$924,000, of which our 50% share was $462,000 . This
resulted in our equity in net income from Plaza 59
being reduced by $462,000 . This loss has been added
back to our Funds from Operations (“FFO”) as
discussed below .

• In June 2019, we placed a first mortgage on our
Brewster, NY property . The new mortgage has
a principal balance of $12 .0 million, has a term of

Urstadt Biddle ProPerties inc.

10 years and requires payments of principal and
interest at the rate of LIBOR plus 1 .75% . Concurrent
with entering into the mortgage, we also entered into
an interest rate swap contract with the new lender,
which converts the variable interest rate (based on
LIBOR) to a fixed rate of 3 .6325% per annum .

• In June 2019, we sold our Starbucks Plaza Shopping

Center located in Monroe, CT as that property did
not meet our stated investment objective of owning
grocery or pharmacy-anchored shopping centers in
the suburban communities that surround New York
City . The property was acquired by us in 2007, and
we sold the property for $3 .65 million and realized
a gain on sale of $416,000 . This gain is not included
in our Funds from Operations (“FFO”) as discussed
below .

• In June 2019, we redeemed 4,150 units of UB New
City I, LLC (“New City”) from the noncontrolling
member . The total cash price paid for the redemption
was $91,000 . As a result of the redemption, our
ownership percentage of New City increased to 78 .2%
from 75 .3% .

• In June 2019 and August 2019, we redeemed 62,696
units of UB High Ridge, LLC (“High Ridge”) from
the noncontrolling member . The total cash price paid
for the redemption was $1 .4 million . As a result of the
redemption, our ownership percentage of High Ridge
increased to 13 .3% from 10 .9% .

• In August 2019, we redeemed for $3 million the

remaining 16% limited partnership interest in UB
Ironbound, LP (“Ironbound”) . Ironbound owns a
grocery-anchored shopping center located in Newark,
NJ . After the redemption, we own 100% of the limited
partnership, through two wholly-owned subsidiaries .

• In October 2019, we completed the public offering
of 4,400,000 shares of 5 .875% Series K Cumulative
Preferred Stock at a price of $25 per share for net
proceeds of $106 .5 million after underwriting
discounts but before offering expenses .

• On October 1, 2019, we issued a notice of our intent to

redeem, on November 1, 2019, all of the outstanding
shares of our Series G Cumulative Preferred Stock for
$25 per share, which includes all unpaid dividends .
The total redemption amount was $75 million . As
a result of our redemption notice, we recognized a
charge of $2 .4 million on our consolidated statement
of income for the fiscal year ended October 31, 2019,
which represents the difference between redemption
value of the stock and carrying value net of original
deferred stock issuance costs .

Known Trends; Outlook
We believe that shopping center REITs face opportunities
and challenges that are both common to and unique from
other REITs and real estate companies . As a shopping
center REIT, we are focused on certain challenges that are
unique to the retail industry . In particular, we recognize the
challenges presented by e-commerce to brick-and-mortar
retail establishments, including our tenants . However,
we believe that because consumers prefer to purchase
food and other staple goods and services available at
supermarkets in person, the nature of our properties makes
them less vulnerable to the encroachment of e-commerce
than other properties whose tenants may more directly
compete with the internet . Moreover, we believe the
nature of our properties makes them less susceptible to
economic downturns than other retail properties whose
anchor tenants are not supermarkets or other staple goods
providers . We note, however, that many prospective in-line
tenants are seeking smaller spaces than in the past, as a
result, in part, of internet encroachment on their brick-and-
mortar business . When feasible, we actively work to place
tenants that are less susceptible to internet encroachment,
such as restaurants, fitness centers, healthcare and
personal services . We continue to be sensitive to these
considerations when we establish the tenant mix at our
shopping centers, and believe that our strategy of focusing
on supermarket anchors is a strong one .
In the metropolitan tri-state area outside of New York
City, demographics (income, density, etc .) remain strong
and opportunities for new development, as well as
acquisitions, are competitive, with high barriers to entry .
We believe that this will remain the case for the foreseeable
future, and have focused our growth strategy accordingly .
As a REIT, we are susceptible to changes in interest rates,
the lending environment, the availability of capital markets
and the general economy . The impact of such changes are
difficult to predict .

Leasing

Rollovers
For the fiscal year 2019, we signed leases for a total
of 676,000 square feet of predominantly retail space in
our consolidated portfolio . New leases for vacant spaces
were signed for 179,000 square feet at an average rental
increase of 1 .3% on a cash basis, excluding 2,500 square
feet of new leases for which there was no prior rent
history available . Renewals for 494,000 square feet of
space previously occupied were signed at an average
rental increase of 1 .4% on a cash basis .
Tenant improvements and leasing commissions
averaged $36 per square foot for new leases and $1 .58 per
square foot for renewals for the fiscal year ended 2019 .

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe average term for new leases was 6 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 .
The leases signed in 2019 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 2020, we believe our leasing volume will be in-line
with our historical averages with overall positive increases
in rental income for renewal leases and a range of positive
5% to negative 5% for new leases, although that is difficult
to predict because it depends on the many factors that can
influence the variance . 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
Since the 2015 bankruptcy of A&P, its former grocery
store space at our Pompton Lakes shopping center,
totaling 63,000 square feet, has remained vacant . We
are continuing to market that space for re-lease and are
considering other redevelopment options at that shopping
center . In July 2018, 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
expect to deliver the space to the lessee early in 2020 .

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 . In May
2019, we signed two leases to re-lease a large portion of
this space at a rental rate that is 12% below the rent we
received from the prior grocery tenant .
In March 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 was recorded as revenue
in the second quarter of fiscal year ended October 31,
2018 . Also, in April 2018, we leased that same space to
a new grocery store operator which 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 . Subsequently, Toys
determined that it would be liquidating the company .
Toys ground leased 65,700 square feet of space at 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 was and remains at $0 for the duration of the
lease, and we did not have any other leases with Toys R’
Us or Babies R’ Us, so our 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 .
In the fourth quarter of fiscal 2019, we leased a 29,800
square foot grocery store space located in our Eastchester,
NY property to a new operator at a rental rate that is
120% higher than the rent the prior grocery store operator
was paying .

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 .

Urstadt Biddle ProPerties inc.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, 2019, we had cash and cash equivalents
of $94 .1 million (see below), compared to $10 .3 million
at October 31, 2018 . 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 2019, 2018 and
2017, net cash flow provided by operations amounted to
$72 .3 million, $71 .6 million and $63 .0 million, respectively .
On November 1, 2019, we redeemed all 3,000,000
outstanding shares of our 6 .75% Series G Cumulative
Preferred Stock for $25 per share, which included all
accrued and unpaid dividends . The total amount of the
redemption amounted to $75 million . The redemption
was funded with proceeds from our recently completed
sale of 4,400,000 shares of 5 .875% Series K Cumulative
preferred stock . We issued the Series K shares on October 1,
2019 and raised proceeds of $106 .5 million .
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, 2019 and
2018 totaled $42 .6 million and $41 .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 five
consolidated joint venture entities, UB McLean, LLC, UB
Orangeburg, LLC, UB High Ridge, LLC, 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, 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 2019, we paid approximately $18 .7
million for land improvements, property improvements,
tenant improvements and leasing commission
costs (approximately $5 .2 million representing land
improvements (see Highlights of Fiscal 2019 above),
$6 .8 million representing property improvements and
approximately $6 .7 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 $8 .6 million predominantly for
anticipated capital improvements and leasing costs related
to new tenant leases and property improvements during
fiscal 2020 . These expenditures are expected to be funded
from operating cash flows, bank borrowings or other
financing sources .
We are currently in the process of developing 3 .4 acres
of recently-acquired land adjacent to a shopping center
we own in Stratford, CT . We are building two pad site
buildings totaling approximately 5,260 square feet, which
are pre-leased to national restaurant chains and a self-
storage facility of approximately 131,000 square feet,
which will be managed for us by a national self-storage
company . We anticipate the total development cost will be

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

approximately $15 million over the next two years, which
we plan on funding with available cash, by borrowing
on our Facility or by using other sources of equity as
more fully described above . We expect to complete the
construction of one of the retail pads and the self-storage
building in the fall of 2020 .

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
$306 .6 million primarily consist of $1 .7 million in variable
rate debt with an interest rate of 5 .0% as of October 31,
2019 and $303 .4 million in fixed-rate mortgage loan and
unsecured note indebtedness with a weighted average
interest rate of 4 .1% at October 31, 2019 . The mortgages
are secured by 24 properties with a net book value of $559
million and have fixed rates of interest ranging from 3 .5%
to 4 .9% . 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, from time to time we have amounts
outstanding on our Facility (see below) that are 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 . At October 31, 2019,
we had no draws outstanding on our Facility .
We currently maintain a ratio of total debt to total assets
below 29% and a fixed charge coverage ratio of over 3 .49
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
53 properties in our consolidated portfolio that are not
encumbered by secured mortgage debt . At October 31,
2019, we had borrowing capacity of $99 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, 2019, we
had no outstanding borrowings 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, 2019 .
During the year ended October 31, 2019, we borrowed
$25 .5 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,
2019, we repaid $54 .1 million of borrowings on our Facility
with available cash, proceeds from mortgage financings,
proceeds from investment property sales and proceeds
from the issuance of a new Series of preferred stock .
See Note 4 to our consolidated financial statements
included in this Annual Report for a further description
of mortgage financing transactions in fiscal 2019 .

Net Cash Flows from Operating Activities

Increase from fiscal 2018 to 2019:
The increase in operating cash flows was primarily due
to our properties generating additional operating income
in the fiscal year ended October 31, 2019 when compared
with the corresponding prior period . This additional
operating income was predominantly from properties
acquired in fiscal 2018 and fiscal 2019 offset by a decrease
in lease termination income of $3 .6 million in fiscal 2019
when compared with fiscal 2018 . In fiscal 2018 one of our
grocery store tenants paid us $3 .7 million to terminate its
lease early .

Urstadt Biddle ProPerties inc.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 .

Net Cash Flows from Investing Activities

Decrease from fiscal 2018 to 2019:
The decrease in net cash flows used in investing
activities in fiscal 2019 when compared to fiscal 2018 was
the result of selling our marketable security portfolio in
the second quarter of fiscal 2019 and realizing proceeds
on that sale of $6 million . The marketable securities were
purchased in the first half of fiscal 2018 . These transactions
created an $11 million positive variance in cash flows from
investing activities in fiscal 2019 when compared with the
corresponding prior period . In addition, the decrease in
cash flows used in investing activities was the result of one
of our unconsolidated joint ventures selling a property it
owned in the second quarter of fiscal 2019 and distributing
$5 million in sales proceeds to us . In addition, this decrease
in net cash used by investing activities was the result of
us selling one property in fiscal 2019 that provided $3 .4
million in sales proceeds versus having no property sales
in the corresponding prior period . This decrease in net
cash used by investing activities was partially offset by us
acquiring one property for $12 million in fiscal 2019 versus
purchasing three properties in fiscal 2018 that required $6 .8
million in equity and expending $10 .5 million more for
improvements to properties and deferred charges in fiscal
2019 versus the corresponding prior period .

Increase from fiscal 2017 to 2018:
The increase in net cash flows used in investing
activities in fiscal 2018 when compared to net cash
provided by investing activities in 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 .
We regularly make capital investments in our
properties for property improvements, tenant
improvements costs and leasing commissions .

Net Cash Flows from Financing Activities

Cash generated:

Fiscal 2019: (Total $178.9 million)
• Proceeds from revolving credit line borrowings in

the amount of $25 .5 million .

• Proceeds from mortgage financing of $47 million .
• Proceeds from the issuance of a new series of

preferred stock totaling $106 .2 million .

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

the amount of $33 .6 million .

• Proceeds from mortgage 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 .

Cash used:

Fiscal 2019: (Total $152.7 million)
• Dividends to shareholders in the amount of $55 .4

million .

• Repayment of mortgage notes payable in the amount

of $33 .4 million .

• Repayment of revolving credit line borrowings in the

amount of $54 .1 million .

• Additional acquisitions and distributions to

noncontrolling interests of $9 .5 million .

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 .

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

Fiscal 2019 vs. Fiscal 2018
The following information summarizes our results of operations for the years ended October 31, 2019 and 2018
(amounts in thousands):

Year Ended
October 31,

2019

2018

Change Attributable to:

Increase

(Decrease) Change

% Acquisitions/
Sales

Property Properties Held
in Both Periods
(Note 1)

Revenues
Base rents
Recoveries from tenants
Lease termination
Other income

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

$99,270
32,784
221
5,310

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

$ 3,368
1,640
(3,574)
799

3 .5%
5 .3%
- 94 .2%
17 .7%

$2,816
1,091
—
270

21,901
23,363
27,927
9,405

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

(108)
2,196
(397)
182

- 0 .5%
10 .4%
-1 .4%
2 .0%

$ 552
549
(3,574)
529

(1,098)
1,376
(809)
n/a

211
n/a

990
820
412
n/a

213
n/a

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

14,102
403

13,678
350

424
53

3 .1%
15 .1%

Note 1— Properties held in both periods includes only properties owned for the entire periods of 2019 and 2018 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 3 .5% to $99 .3 million in fiscal
2019, as compared with $95 .9 million in the comparable
period of 2018 . The increase in base rents and the changes
in other income statement line items were attributable to:

Property Acquisitions and Properties Sold:
In fiscal 2018, we purchased three properties totaling
53,700 square feet of GLA . In fiscal 2019, we purchased one
property totaling 177,000 square feet and sold one property
totaling 10,100 square feet . These properties accounted
for all of the revenue and expense changes attributable to
property acquisitions and sales in the fiscal year ended
2019 when compared with fiscal 2018 .

Properties Held in Both Periods:

Revenues

Base Rent
The net increase in base rents for the fiscal year ended
2019 when compared to the corresponding prior period,
was predominantly caused by positive leasing activity at
several properties held in both periods accentuated by a
lease renewal with a grocery-store tenant at a significantly

higher rent than the expiring period rent, both of which
created a positive variance in base rent .
In fiscal 2019, we leased or renewed approximately
676,000 square feet (or approximately 14 .8% of total
consolidated property leasable area) . At October 31, 2019,
the Company’s consolidated properties were 92 .9% leased
(93 .2% leased at October 31, 2018) .

Tenant Recoveries
In the fiscal year ended 2019, recoveries from tenants
(which represent reimbursements from tenants for
operating expenses and property taxes) increased by
$549,000 when compared with the corresponding prior
period . This increase was a result of an increase in
property tax expense caused by an increase in property
tax assessments predominantly related to properties
the Company owns in Stamford, CT . This increase was
partially offset by a decrease in property operating
expenses mostly related to a decrease in snow removal
costs at our properties owned in both periods .

Urstadt Biddle ProPerties inc.

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 second quarter of fiscal 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 allowance .

corresponding prior period, as a result of an increase in
property tax assessments for a number of our properties
owned in both periods, specifically those located in
Stamford, CT .

Interest
In the fiscal year ended October 31, 2019 interest
expense increased by a net $211,000 when compared
with the corresponding prior period as a result of the
Company having a larger balance drawn on its Facility
for a large portion of fiscal 2019 when compared with
the corresponding prior periods, offset by mortgage
refinancings at lower interest rates than the refinanced
mortgage notes .

Expenses

Property Operating
In fiscal year ended October 31, 2019, property operating
expenses decreased by $1 .1 million when compared with
the corresponding prior periods, predominantly as a result
of a decrease in snow removal costs at our properties
owned in both periods .

Property Taxes
In the fiscal year ended October 31, 2019 property
taxes increased by $1 .4 million when compared with the

Depreciation and Amortization
In the fiscal year ended October 31, 2019, depreciation
and amortization decreased by $809,000 when compared
with the prior period primarily as a result of increased ASC
Topic 805 amortization expense for lease intangibles in
fiscal year ended October 31, 2018 for a tenant who vacated
the property and whose lease was terminated .

General and Administrative Expenses
General and administrative expense was relatively
unchanged in the fiscal year ended October 31, 2019 when
compared with the corresponding prior period .

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 2)

$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 2— 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 .

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

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 .
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

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
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 .

Urstadt Biddle ProPerties inc.
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 .
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, 2019, 2018 and 2017
(amounts in thousands):

Year Ended October 31,

2019

2018

2017

Net Income Applicable to Common and Class A Common Stockholders

$22,128

$25,217

$ 33,898

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
Loss on sale of property of unconsolidated joint venture

22,668
3,521
1,652
1,505
19
462

22,139
4,039
2,057
1,719
—
—

20,505
4,448
1,468
1,618
(18,734)
—

Funds from Operations Applicable to Common and Class A Common Stockholders

$51,955

$55,171

$ 43,203

FFO amounted to $52 .0 million in fiscal 2019
compared to $55 .2 million in fiscal 2018 and $43 .2 million
in fiscal 2017 .
The net decrease in FFO in fiscal 2019 when compared
with fiscal 2018 was predominantly attributable, among
other things, to: (i) the receipt of a $3 .7 million one-time
lease termination payment in the second quarter of fiscal
2018 from a grocery store tenant who wanted to terminate
its lease early (see Significant Events with an Impact on
Leasing section above); (ii) an increase of $725,000 in
base rent in the third quarter of fiscal 2018 related to the
amortization of a below market rent in accordance with
ASC Topic 805 for a grocery store tenant who was evicted
and whose lease was terminated at our Passaic property
and (iii) an increase in interest expense as a result of
having more outstanding on our Facility in the fiscal year
ended 2019 when compared with the corresponding prior
periods; (iv) $2 .4 million in preferred stock redemption

charges relating to our calling our Series G preferred
stock for redemption on October 1, 2019; (v) an increase
of $539,000 in preferred stock dividends as a result of
having a new series of preferred stock outstanding for
the month of October 2019 . We redeemed our Series G
preferred stock on November 1, 2019; offset by (vi) a
$403,000 gain on sale of marketable securities in the fiscal
2019 when we sold all of our marketable securities; (vii)
the additional net income generated from properties
acquired in fiscal 2018 and fiscal 2019; (viii) additional net
income generated from increased base rent revenue for
our existing properties, specifically related to a property
where the grocery store tenant renewed its lease at a
significantly higher rent than the current rent .
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;

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

(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 .7 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 .

Off-Balance Sheet Arrangements
We have six off-balance sheet investments in real
property through unconsolidated joint ventures:
• a 66 .67% equity interest in the Putnam Plaza Shopping

Center,

• an 11 .792% equity interest in the Midway Shopping

Center L .P .,

• a 50% equity interest in the Chestnut Ridge Shopping

Center,

• a 50% equity interest in the Gateway Plaza shopping
center and the Riverhead Applebee’s Plaza, and
• a 20% economic interest in a partnership that owns a
suburban office building with ground level retail .

These unconsolidated joint ventures are accounted
for under the equity method of accounting, as we have
the ability to exercise significant influence over, but not
control of, the operating and financial decisions of these
investments . Our off-balance sheet arrangements are more
fully discussed in Note 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

Principal Balance

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

Original
Balance
$32,000
$18,900
$14,000
$ 2,300

At October 31, Fixed Interest Rate Maturity

2019
$26,600
$18,600
$12,000
$ 1,900

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

Date
Dec 2027
Oct 2028
Feb 2024
Aug 2026

Contractual Obligations
Our contractual payment obligations as of October 31, 2019 were as follows (amounts in thousands):

Mortgage notes payable and other loans
Interest on mortgage notes payable
Capital improvements to properties*

Total Contractual Obligations

Payments Due by Period

Total

$306,606
98,079
8,597

$413,282

2020

$ 6,917
13,417
8,597

$28,931

2021

2022

2023

2024

Thereafter

$ 7,321
13,012
—

$56,056
11,745
—

$ 6,305
10,248
—

$12,369
10,061
—

$20,333

$67,801

$16,553

$22,430

$217,638
39,596
—

$257,234

*Includes committed tenant-related obligations based on executed leases as of October 31, 2019 .

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,
2019 . 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, 2019 . 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 Shareholders 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, 2019, 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, 2019, 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, 2019 and 2018, 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, 2019, and our report dated January 9, 2020, 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

New York, New York
January 9, 2020

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, 2019, we had total mortgage debt and other
notes payable of $306 .6 million, and $304 .9 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, 2019, we had eight open derivative
financial instruments . These interest rate swaps are cross collateralized with mortgages on properties in Ossining, NY,
Yonkers, NY, Orangeburg, NY, Brewster, NY, Stamford, CT, Greenwich CT, Darien, CT and Dumont, NJ . The Ossining
swap expires in August 2024, the Yonkers swap expires in November 2024, the Orangeburg swap expires in October
2024, the Brewster swap expires in July 2029, the Stamford swap expires in July 2027, the Greenwich swaps expire in
October 2026, the Darien swap expires in April 2029 and the Dumont, NJ swap expires in August 2028, 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 .
All indications are that the LIBOR reference rate will no longer be published beginning on or around the year 2021 .
We have good working relationships with each of the lenders to our notes, who are also the counterparties to our swap
contracts . We understand from our lenders and counterparties that their goal is to have the replacement reference rate
under the notes match the replacement rates in the swaps . If this were achieved, we believe there would be no effect
on our financial position or results of operations . However, because this will be the first time any of our promissory
notes or the reference rates in our swap contracts will cease to be published, we cannot be sure how the replacement
rate event will conclude . Until we have more clarity from our lenders and counterparties, we cannot be certain of the
impact on the Company .

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
At October 31, 2019, we had no 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 would increase by any amount
outstanding multiplied by 1% 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 5 .00% as of October 31, 2019 . 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, 2019 (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,

2020

2021

2022

2023

2024 Thereafter

Estimated
Total Fair Value

$6,917

$7,321

$56,056

$6,305 $12,369

$217,638

$306,606

$310,985

n/a

4 .42%

n/a

4 .48%

3 .98%

4 .06%

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, 2019 and 2018 .

Urstadt Biddle ProPerties inc.

PERFORMANCE GRAPH

The following graph compares, for the five-year period beginning October 31, 2014 and ended October 31, 2019,
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

10/14
100 .00
100 .00
100 .00
100 .00
100 .00

10/15
99 .49
97 .68
105 .20
104 .80
107 .74

10/16
103 .90
109 .66
109 .94
113 .25
113 .18

10/17
113 .49
116 .38
135 .93
123 .21
90 .83

10/18
114 .10
112 .28
145 .91
125 .64
92 .11

10/19
135 .13
144 .59
166 .81
156 .05
110 .03

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

FINANCIAL STATEMENTS

NON-GAAP FINANCIAL MEASURES RECONCILATIONS

Funds from Operations (“FFO”)
The Company considers FFO to be an additional
measure of our operating performance . We report
FFO in addition to net income applicable to common
stockholders and net cash provided by operating
activities . Management has adopted the definition
suggested by The National Association of Real Estate
Investment Trusts (“NAREIT”) and defines FFO to
mean net income (computed in accordance with GAAP)
excluding gains or losses from sales of property, plus
real estate-related depreciation and amortization and
after adjustments for unconsolidated joint ventures .
Management considers FFO a meaningful, additional
measure of operating performance because it primarily
excludes the assumption that the value of the Company’s
real estate assets diminishes predictably over time and
industry analysts have accepted it as a performance
measure . FFO is presented to assist investors in analyzing
the performance of the Company . It is helpful as it
excludes various items included in net income that are
not indicative of our operating performance, such as gains
(or losses) from sales of property and depreciation and
amortization . However, FFO:
• does not represent cash flows from operating activities

in accordance with GAAP (which, unlike FFO,
generally reflects all cash effects of transactions and
other events in the determination of net income); and

• should not be considered an alternative to net
income as an indication of our performance .

Funds from Operations, as Adjusted (“Adjusted FFO”)
The Company provides disclosure of Adjusted FFO
because it believes it is a useful supplemental measure of
its operating performance that facilitates comparability of
historical financial periods . Adjusted FFO is calculated by
making certain adjustments to FFO to account for items
that the Company does not believe are representative
of ongoing operating results, including non-comparable
revenue and expenses and reductions in net income
for preferred stock redemptions . The Company’s method
of calculating Adjusted FFO may be different from
methods used by other REITs and, accordingly, may not
be comparable to such other REITs .
The tables below provide a reconciliation of net
income applicable to Common and Class A Common
Stockholders in accordance with GAAP to FFO for each of
the fiscal years ended October 31, 2019, 2018, 2017, 2016
and 2015 and from FFO to Adjusted FFO for fiscal years
ended October 31, 2019 and 2018 .

Reconciliation of Net Income Available to Common and Class A Common Stockholders To Funds From Operations

Fiscal Year Ended October 31,

2019

2018

2017

2016

2015

Net Income Applicable to Common and Class A Common Stockholders
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 property
Loss on sale of property in unconsolidated joint venture
Funds from Operations Applicable to Common and
Class A Common Stockholders (Note 1)

$22,128
22,668
3,521
1,652
1,505
19
462

$25,217
22,139
4,039
2,057
1,719
—
—

$33,898
20,505
4,448
1,468
1,618
(18,734)
—

$19,436
18,866
3,517
557
1,589
(362)
—

$34,659
18,750
3,161
449
1,414
(20,377)
—

$51,955

$55,171

$43,203

$43,603

$38,056

Funds from Operations (Diluted) Per Share: (Note 1)
Common
Class A Common

Weighted Average Number of Shares Outstanding (Diluted):
Common and Common Equivalent
Class A Common and Class A Common Equivalent

$1.22
$1.37

$1 .30
$1 .47

$1 .02
$1 .15

$1 .10
$1 .25

$0 .99
$1 .12

9,349
29,654

9,114
29,513

9,026
29,503

8,910
27,112

8,728
26,332

Urstadt Biddle ProPerties inc.

NON-GAAP FINANCIAL MEASURES RECONCILATIONS

Funds from operations (“FFO”) available for Class A
Common and Common stockholders for the fourth
quarter and full fiscal year 2019 includes a $2 .4 million
reduction in income available to common and class a
common shareholders related to the redemption of
the 6 .75% Series G preferred stock and FFO available
for Class A Common and Common stockholders for the

full fiscal year 2018 includes the one-time receipt
of $3 .7 million in lease termination income from a
grocery store tenant who vacated one of our properties
in 2018 . If these two transactions were excluded, our
Adjusted FFO and Adjusted FFO per diluted share
would be as follows:

Fiscal Year Ended
October 31,

Three Months Ended
October 31,

2019

2018

2019

2018

Funds from Operations (in thousands):

$51,955

$55,171

$10,997

$12,561

Adjustments:
Redemption of preferred stock
Lease termination income

2,363
—

—
(3,700)

2,363
—

—
—

Adjusted Funds from Operations

$54,318

$51,471

$13,360

$12,561

Adjusted Funds from Operations (Diluted) Per Share:
Common
Class A Common

$1.27
$1.43

$1 .22
$1 .37

$0.31
$0.35

$0 .30
$0 .33

Same Property Net Operating Income (“NOI”)
We present Same Property Net Operating Income
(“Same Property NOI”), which is a non-GAAP financial
measure . Same Property NOI excludes from Net
Operating Income (“NOI”) properties that have not been
owned for the full periods presented . The most directly
comparable GAAP financial measure to NOI is operating
income . To calculate NOI, operating income is adjusted
to add back depreciation and amortization, general and
administrative expense, interest expense, amortization
of above and below-market lease intangibles and
to exclude straight-line rent adjustments, interest,
dividends and other investment income, equity in net
income of unconsolidated joint ventures, gain/loss on
sale of operating properties .
We use Same Property NOI internally as a
performance measure and believe Same Property
NOI provides useful information to investors regarding
our financial condition and results of operations
because it reflects only those income and expense
items that are incurred at the property level . Our
management also uses Same Property NOI to evaluate
property level performance and to make decisions
about resource allocations . Further, we believe Same

Property NOI is useful to investors as a performance
measure because, when compared across periods, Same
Property NOI reflects the impact on operations from
trends in occupancy rates, rental rates and operating
costs on an unleveraged basis, providing perspective
not immediately apparent from income from continuing
operations . Same Property NOI excludes certain
components from net income attributable to Urstadt
Biddle Properties Inc . in order to provide results that are
more closely related to a property’s results of operations .
For example, interest expense is not necessarily linked
to the operating performance of a real estate asset and
is often incurred at the corporate level as opposed
to the property level . In addition, depreciation and
amortization, because of historical cost accounting and
useful life estimates, may distort operating performance
at the property level . Same Property NOI presented
by us may not be comparable to Same Property
NOI reported by other REITs that define Same Property
NOI differently .

FINANCIAL STATEMENTS

Same Property Net Operating Income (in thousands, except for number of properties and percentages) as follows:

Number of Properties (Note 3)
Revenue (Note 2):
Minimum Rent
Recoveries from tenants
Other property income

Expenses:
Property operating
Property taxes
Other non-recoverable operating expenses

Twelve Months Ended
October 31,

Three Months Ended
October 31,

2019

2018 Change

2019

2018 Change

$ 94,897
31,317
1,015

$ 93,592
30,768
1,043

127,229

125,403

13,199
22,406
1,775

37,380

14,467
20,950
2,164

37,581

1 .4%
1 .8%
-2 .7%

1 .5%

-8 .8%
6 .9%
-18 .0%

-0 .5%

$23,889
7,800
172

$23,297
7,584
196

2 .5%
2 .8%
-12 .2%

31,861

31,077

2 .5%

3,253
5,480
459

9,192

3,330
5,476
473

9,279

-2 .3%
0 .1%
-3 .0%

-0 .9%

4 .0%

Same property Net Operating Income

$ 89,849

$ 87,822

2 .3%

$22,669

$21,798

Reconciliation of Same Property NOI

to Most Directly Comparable GAAP Measure:

Other non-same property net operating income
Other Interest income
Other Dividend income
Consolidated lease termination income
Consolidated amortization of above and below market leases
Consolidated straight line rent income
Equity in net income of unconsolidated joint ventures
Taxable REIT subsidiary income/(loss)
Solar income/(loss)
Storage income/(loss)
Gain on sale of marketable securities
Interest expense
General and administrative expenses
Provision for tenant credit losses
Directors fees and expenses
Depreciation and amortization
Adjustment for intercompany expenses and other

3,375
489
97
221
614
914
1,241
96
(226)
937
403
(14,102)
(9,405)
(956)
(346)
(27,927)
(3,640)

1,010
246
291
3,795
1,209
957
2,085
(15)
(172)
816
—
(13,678)
(9,223)
(859)
(344)
(28,324)
(3,430)

977
221
—
27
166
242
234
(126)
(32)
244
—
(3,495)
(2,256)
(237)
(81)
(7,001)
(916)

318
51
97
5
112
127
375
(33)
(27)
219
—
(3,500)
(2,199)
(185)
(77)
(7,037)
(740)

Total other—net

(48,215)

(45,636)

(12,033)

(12,494)

Net income before gain/(loss) on sale of real estate
Gain/(loss) on sale of real estate

41,634
(19)

42,186
—

-1 .3%

Net income

41,615

42,186

-1 .4%

10,636
(428)

10,208

9,304
—

9,304

14 .3%

9 .7%

Net income attributable to noncontrolling interests

(4,333)

(4,716)

(1,038)

(1,121)

Net income attributable to Urstadt Biddle Properties Inc .

$ 37,282

37,470

-0 .5%

$ 9,170

$ 8,183

12 .1%

Same Property Operating Expense Ratio (Note 1)

88.0%

86 .9%

1 .2%

89.3%

86 .1%

3 .7%

Note 1—Represents the percentage of property operating expense and real estate tax expense recovered from tenants under operating leases
Note 2—Excludes straight line rent, above/below market lease rent, lease termination income
Note 3—Includes only properties owned for the entire period of both periods presented

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.
Senior Managing Director
Banyan Street Capital,
a real estate investment firm

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

RICHARD GRELLIER
Managing Director
Deutsche Bank Securities Inc.

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

WILLIS H. STEPHENS, JR.
Principal
Stephens Law Firm PLLC

CHARLES D. URSTADT
Chairman
Urstadt Biddle Properties Inc.

Chairman and Director Emeritus
CHARLES J. URSTADT

OFFICERS

CHARLES D. URSTADT
Chairman

WILLING L. BIDDLE
President and
Chief Executive Officer

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

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

MIYUN SUNG
Senior Vice President,
Chief Legal Officer and
Secretary

JAMES M. ARIES
Senior Vice President
Director of Acquisitions

6056

LINDA LACEY
Senior Vice President
Director of Leasing

ANDREW ALBRECHT
Vice President
Director of Management
and Construction

JOSEPH ALLEGRETTI
Vice President
Leasing

NICHOLAS CAPUANO
Vice President and
Real Estate Counsel

DIANE MIDOLLO
Vice President and Controller

SUZANNE MOORE
Vice President and Director of
Accounts Receivable

SUZANNE CRISCITELLI
Assistant Vice President/Lease
Administration

STEVE DUDZIEC
Assistant Vice President
Leasing

ELLEN HANRAHAN
Assistant Vice President and
Assistant Secretary

JANINE IAROSSI
Assistant Vice President
Insurance and
Benefits Administrator

MARY MURRAY
Assistant Vice President and
Director of Operations

MONICA ROTH
Assistant Vice President
Environmental Project Manager,
Management and Construction

BRENDAN SHANLEY
Assistant Vice President
Director of Property
Management and Construction

KUBBY TISCHLER
Assistant Vice President
Acquisitions

FINANCIAL STATEMENTSCORPORATE INFORMATION

Securities Traded

Investor Relations

New York Stock Exchange Symbols: UBA, UBP,
UBPPRH and UBPPRK Stockholders of Record as
of December 31, 2019:
Common Stock: 535 and
Class A Common Stock: 593

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

Annual Meeting

The annual meeting of stockholders will
be held at 2:00 P.M. on March 18, 2020
at Six Landmark Square, 9th Floor, Stamford,
CT 06901.

Form 10-K

A copy of the Company’s 2019 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.

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)

321 Railroad Avenue
Greenwich, CT 06830

Veteran’s Plaza
New Milford

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Newfield Green
Stamford