Toggle SGML Header (+)


Section 1: 10-Q (FORM 10Q 1Q 2018)

 
United States
Securities And Exchange Commission
Washington, DC 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _____to_____

Commission File Number 1-12803


Urstadt Biddle Properties Inc.
(Exact Name of Registrant in its Charter)

Maryland
04-2458042
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
   
321 Railroad Avenue, Greenwich, CT
06830
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:  (203) 863-8200

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes     No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes     No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2of the Exchange Act.

Large accelerated filer
Accelerated filer 
   
Non-accelerated filer
(Do not check if a smaller reporting company)
   
 
Smaller reporting company
   
 
Emerging growth company
   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes     No

As of March 6, 2018 (latest date practicable), the number of shares of the Registrant's classes of Common Stock and Class A Common Stock outstanding was: 9,818,598 Common Shares, par value $.01 per share, and 29,812,217 Class A Common Shares, par value $.01 per share.


Index
 
   
   
Urstadt Biddle Properties Inc.
 
   
   
   
Part I. Financial Information
 
   
Item 1.
Financial Statements (Unaudited)
 
     
 
Consolidated Balance Sheets – January 31, 2018 (Unaudited) and October 31, 2017.
 
     
 
Consolidated Statements of Income (Unaudited) – Three months ended January 31, 2018 and 2017.
 
     
 
Consolidated Statements of Comprehensive Income (Unaudited) – Three months ended January 31, 2018 and 2017.
 
     
 
Consolidated Statements of Cash Flows (Unaudited) –   Three months ended January 31, 2018 and 2017.
 
     
 
Consolidated Statement of Stockholders' Equity (Unaudited) – Three months ended January 31, 2018.
 
     
 
Notes to Consolidated Financial Statements.
 
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
     
Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
 
     
Item 4.
Controls and Procedures.
 
     
     
Part II. Other Information
 
     
Item 1.
Legal Proceedings.
 
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
     
Item 6.
Exhibits.
 
     
Signatures
 

1

Index
 
 
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

   
January 31, 2018
   
October 31, 2017
 
   
(Unaudited)
       
Assets
           
Real Estate Investments:
           
Real Estate– at cost
 
$
1,095,259
   
$
1,090,402
 
Less: Accumulated depreciation
   
(201,010
)
   
(195,020
)
     
894,249
     
895,382
 
Investments in and advances to unconsolidated joint ventures
   
37,887
     
38,049
 
     
932,136
     
933,431
 
                 
Cash and cash equivalents
   
4,508
     
8,674
 
Restricted cash
   
2,399
     
2,306
 
Tenant receivables
   
22,573
     
21,554
 
Prepaid expenses and other assets
   
22,360
     
18,881
 
Deferred charges, net of accumulated amortization
   
11,596
     
11,867
 
Total Assets
 
$
995,572
   
$
996,713
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Liabilities:
               
Revolving credit line
 
$
6,000
   
$
4,000
 
Mortgage notes payable and other loans
   
295,475
     
297,071
 
Accounts payable and accrued expenses
   
6,515
     
4,200
 
Deferred compensation – officers
   
62
     
96
 
Other liabilities
   
21,530
     
22,755
 
Total Liabilities
   
329,582
     
328,122
 
                 
Redeemable Noncontrolling Interests
   
79,999
     
81,361
 
                 
Commitments and Contingencies
               
                 
Stockholders' Equity:
               
6.75% Series G Cumulative Preferred Stock (liquidation preference of $25 per share); 3,000,000 shares issued and outstanding
   
75,000
     
75,000
 
6.25% Series H Cumulative Preferred Stock (liquidation preference of $25 per share); 4,600,000 shares issued and outstanding
   
115,000
     
115,000
 
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; 9,818,598 and 9,664,778 shares issued and outstanding
   
99
     
97
 
Class A Common Stock, par value $0.01 per share; 100,000,000 shares authorized; 29,818,877 and 29,728,744 shares issued and outstanding
   
298
     
297
 
Additional paid in capital
   
514,690
     
514,217
 
Cumulative distributions in excess of net income
   
(124,248
)
   
(120,123
)
Accumulated other comprehensive income
   
5,152
     
2,742
 
Total Stockholders' Equity
   
585,991
     
587,230
 
Total Liabilities and Stockholders' Equity
 
$
995,572
   
$
996,713
 

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

2

Index
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share data)

   
Three Months Ended
January 31,
 
   
2018
   
2017
 
             
Revenues
           
Base rents
 
$
23,584
   
$
21,112
 
Recoveries from tenants
   
8,207
     
7,073
 
Lease termination income
   
-
     
24
 
Other income
   
1,204
     
861
 
Total Revenues
   
32,995
     
29,070
 
                 
Expenses
               
Property operating
   
6,306
     
5,148
 
Property taxes
   
5,147
     
4,848
 
Depreciation and amortization
   
6,949
     
6,581
 
General and administrative
   
2,419
     
2,455
 
Provision for tenant credit losses
   
210
     
78
 
Acquisition costs
   
-
     
103
 
Directors' fees and expenses
   
102
     
83
 
Total Operating Expenses
   
21,133
     
19,296
 
                 
Operating Income
   
11,862
     
9,774
 
                 
Non-Operating Income (Expense):
               
Interest expense
   
(3,423
)
   
(3,257
)
Equity in net income from unconsolidated joint ventures
   
560
     
514
 
Interest, dividends and other investment income
   
80
     
173
 
Net Income
   
9,079
     
7,204
 
                 
Noncontrolling interests:
               
Net income attributable to noncontrolling interests
   
(1,095
)
   
(222
)
Net income attributable to Urstadt Biddle Properties Inc.
   
7,984
     
6,982
 
Preferred stock dividends
   
(3,063
)
   
(3,570
)
                 
Net Income Applicable to Common and Class A Common Stockholders
 
$
4,921
   
$
3,412
 
                 
Basic Earnings Per Share:
               
  Per Common Share:
 
$
0.12
   
$
0.08
 
  Per Class A Common Share:
 
$
0.13
   
$
0.09
 
                 
Diluted Earnings Per Share:
               
  Per Common Share:
 
$
0.12
   
$
0.08
 
  Per Class A Common Share:
 
$
0.13
   
$
0.09
 
                 
Dividends Per Share:
               
Common
 
$
0.24
   
$
0.235
 
Class A Common
 
$
0.27
   
$
0.265
 

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

3

Index
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In thousands)

   
Three Months Ended
January 31,
 
   
2018
   
2017
 
             
Net Income
 
$
9,079
   
$
7,204
 
                 
Other comprehensive income:
               
Change in unrealized income on interest rate swaps
   
2,410
     
4,209
 
                 
Total comprehensive income
   
11,489
     
11,413
 
Comprehensive income attributable to noncontrolling interests
   
(1,095
)
   
(222
)
                 
Total Comprehensive income attributable to Urstadt Biddle Properties Inc.
   
10,394
     
11,191
 
Preferred stock dividends
   
(3,063
)
   
(3,570
)
                 
Total comprehensive income applicable to Common and Class A Common Stockholders
 
$
7,331
   
$
7,621
 

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

4

Index
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)

   
Three Months Ended
January 31,
 
   
2018
   
2017
 
Cash Flows from Operating Activities:
           
Net income
 
$
9,079
   
$
7,204
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
6,949
     
6,581
 
Straight-line rent adjustment
   
(217
)
   
(238
)
Provision for tenant credit losses
   
210
     
78
 
Restricted stock compensation expense and other adjustments
   
666
     
810
 
Deferred compensation arrangement
   
(33
)
   
(38
)
Equity in net (income) of unconsolidated joint ventures
   
(560
)
   
(514
)
Distributions of operating income from unconsolidated joint ventures
   
560
     
514
 
Changes in operating assets and liabilities:
               
Tenant receivables
   
(1,012
)
   
(3,145
)
Accounts payable and accrued expenses
   
2,819
     
5,175
 
Other assets and other liabilities, net
   
(5,789
)
   
(4,985
)
Restricted Cash
   
(93
)
   
94
 
Net Cash Flow Provided by Operating Activities
   
12,579
     
11,536
 
                 
Cash Flows from Investing Activities:
               
Acquisitions of real estate investments
   
(121
)
   
(8,852
)
Investments in and advances to unconsolidated joint ventures
   
-
     
(138
)
Deposits on acquisition of real estate investment
   
(10
)
   
(2,500
)
Return of deposits on acquisition of real estate investments
   
-
     
500
 
Improvements to properties and deferred charges
   
(2,389
)
   
(2,643
)
Distributions to noncontrolling interests
   
(1,095
)
   
(222
)
Return of capital from unconsolidated joint ventures
   
136
     
271
 
Net Cash Flow (Used in) Investing Activities
   
(3,479
)
   
(13,584
)
                 
Cash Flows from Financing Activities:
               
Dividends paid -- Common and Class A Common Stock
   
(10,408
)
   
(10,148
)
Dividends paid -- Preferred Stock
   
(3,063
)
   
(3,570
)
Principal repayments on mortgage notes payable
   
(1,604
)
   
(1,512
)
Repayment of revolving credit line borrowings
   
(4,000
)
   
-
 
Proceeds from revolving credit line borrowings
   
6,000
     
15,000
 
Shares withheld for employee taxes
   
(240
)
   
-
 
Net proceeds from the issuance of Common and Class A Common Stock
   
49
     
49
 
Net Cash Flow (Used in) Financing Activities
   
(13,266
)
   
(181
)
                 
Net (Decrease) In Cash and Cash Equivalents
   
(4,166
)
   
(2,229
)
Cash and Cash Equivalents at Beginning of Period
   
8,674
     
7,271
 
                 
Cash and Cash Equivalents at End of Period
 
$
4,508
   
$
5,042
 
                 
Supplemental Cash Flow Disclosures:
               
Interest Paid
 
$
3,252
   
$
3,199
 

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

5

Index
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
(In thousands, except share and per share data)

   
6.75%
Series G
Preferred
Stock
Issued
   
6.75%
Series G
Preferred
Stock A
Amount
   
6.25%
Series H
Preferred
Stock
Issued
   
6.25%
Series H
Preferred
Stock
Amount
   
Common
Stock
Issued
   
Common
Stock
Amount
   
Class A
Common
Stock
Issued
   
Class A
Common
Stock
Amount
   
Additional
Paid In
Capital
   
Cumulative
Distributions
In Excess of
Net Income
   
Accumulated
Other
Comprehensive
Income (loss)
   
Total
Stockholders'
Equity
 
                                                                         
Balances - October 31,  2017
   
3,000,000
   
$
75,000
     
4,600,000
   
$
115,000
     
9,664,778
   
$
97
     
29,728,744
   
$
297
   
$
514,217
   
$
(120,123
)
 
$
2,742
   
$
587,230
 
Net income applicable to Common and Class A common stockholders
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
4,921
     
-
     
4,921
 
Change in unrealized income on interest rate swap
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
2,410
     
2,410
 
Cash dividends paid :
                                                                                               
Common stock ($0.24 per share)
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(2,356
)
   
-
     
(2,356
)
Class A common stock ($0.27 per share)
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(8,052
)
   
-
     
(8,052
)
Issuance of shares under dividend reinvestment plan
   
-
     
-
     
-
     
-
     
1,120
     
-
     
1,469
     
-
     
49
     
-
     
-
     
49
 
Shares issued under restricted stock plan
   
-
     
-
     
-
     
-
     
152,700
     
2
     
102,800
     
1
     
(3
)
   
-
     
-
     
-
 
Shares withheld for employee taxes
   
-
     
-
     
-
     
-
     
-
     
-
     
(10,886
)
   
-
     
(240
)
   
-
     
-
     
(240
)
Forfeiture of restricted stock
   
-
     
-
     
-
     
-
     
-
     
-
     
(3,250
)
   
-
     
-
     
-
     
-
     
-
 
Restricted stock compensation and other adjustments
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
667
     
-
     
-
     
667
 
Adjustments to redeemable noncontrolling interests
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
1,362
     
-
     
1,362
 
Balances - January 31,  2018
   
3,000,000
   
$
75,000
     
4,600,000
   
$
115,000
     
9,818,598
   
$
99
     
29,818,877
   
$
298
   
$
514,690
   
$
(124,248
)
 
$
5,152
   
$
585,991
 

The accompanying notes to consolidated financial statements are an integral part of these statements
 
6

Index

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business
Urstadt Biddle Properties Inc. ("Company"), a Maryland Corporation, is a real estate investment trust (REIT), engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers in the northeastern part of the United States with a concentration in the metropolitan New York tri-state area outside of the City of New York.  The Company's major tenants include supermarket chains and other retailers who sell basic necessities.  At January 31, 2018, the Company owned or had equity interests in 82 properties containing a total of 5.1 million square feet of Gross Leasable Area ("GLA").

Principles of Consolidation and Use of Estimates
The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures in which the Company meets certain criteria in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation". The Company has determined that such joint ventures should be consolidated into the consolidated financial statements of the Company. In accordance with ASC Topic 970-323 "Real Estate-General-Equity Method and Joint Ventures," joint ventures that the Company does not control but otherwise exercises significant influence over, are accounted for under the equity method of accounting. See Note 5 for further discussion of the unconsolidated joint ventures. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Results of operations for the three months ended January 31, 2018 are not necessarily indicative of the results that may be expected for the year ending October 31, 2018. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended October 31, 2017.

The preparation of financial statements requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. The most significant assumptions and estimates relate to the valuation of real estate, depreciable lives, revenue recognition, fair value estimates, and the collectability of tenant receivables and other assets and liabilities.  Actual results could differ from these estimates.  The balance sheet at October 31, 2017 has been derived from audited financial statements at that date.

Federal Income Taxes
The Company has elected to be treated as a REIT under Sections 856-860 of the Internal Revenue Code (Code). Under those sections, a REIT that, among other things, distributes at least 90% of real estate trust taxable income and meets certain other qualifications prescribed by the Code will not be taxed on that portion of its taxable income that is distributed.  The Company believes it qualifies as a REIT and intends to distribute all of its taxable income for fiscal 2018 in accordance with the provisions of the Code. Accordingly, no provision has been made for Federal income taxes in the accompanying consolidated financial statements.

The Company follows the provisions of ASC Topic 740, "Income Taxes" that, among other things, defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.  Based on its evaluation, the Company determined that it has no uncertain tax positions and no unrecognized tax benefits as of January 31, 2018. As of January 31, 2018, the fiscal tax years 2014 through and including 2017 remain open to examination by the Internal Revenue Service. There are currently no federal tax examinations in progress.

Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and tenant receivables. The Company places its cash and cash equivalents with high quality financial institutions and the balances at times could exceed federally insured limits. The Company performs ongoing credit evaluations of its tenants and may require certain tenants to provide security deposits or letters of credit. Though these security deposits and letters of credit are insufficient to meet the terminal value of a tenant's lease obligation, they are a measure of good faith and a source of funds to offset the economic costs associated with lost rent and the costs associated with re-tenanting the space. The Company has no dependency upon any single tenant.

Derivative Financial Instruments
The Company occasionally utilizes derivative financial instruments, such as interest rate swaps, to manage its exposure to fluctuations in interest rates. The Company has established policies and procedures for risk assessment, and the approval, reporting and monitoring of derivative financial instruments. Derivative financial instruments must be effective in reducing the Company's interest rate risk exposure in order to qualify for hedge accounting. When the terms of an underlying transaction are modified, or when the underlying hedged item ceases to exist, all changes in the fair value of the instrument are marked-to-market with changes in value included in net income for each period until the derivative instrument matures or is settled. Any derivative instrument used for risk management that does not meet the hedging criteria is marked-to-market with the changes in value included in net income. The Company has not entered into, and does not plan to enter into, derivative financial instruments for trading or speculative purposes. Additionally, the Company has a policy of entering into derivative contracts only with major financial institutions.

As of January 31, 2018, the Company believes it has no significant risk associated with non-performance of the financial institutions that are the counterparties to its derivative contracts.  At January 31, 2018, the Company had approximately $89.1 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 an average fixed annual rate of 3.62% per annum. As of January 31, 2018 and October 31, 2017, the Company had a deferred liability of $70,000 and $574,000, respectively (included in accounts payable and accrued expense on the consolidated balance sheets) and a deferred asset of $5.2 million and $3.3 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 swaps are made to other comprehensive  income/(loss) as the swaps are deemed effective and are classified as a cash flow hedge.

Comprehensive Income
Comprehensive income 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. At January 31, 2018, accumulated other comprehensive income consisted of net unrealized gains on interest rate swap agreements of $5.2 million.  At October 31, 2017, accumulated other comprehensive income consisted of net unrealized gains on interest rate swap agreements of approximately $2.7 million. Unrealized gains and losses included in other comprehensive income/(loss) will be reclassified into earnings as gains and losses are realized.

Asset Impairment
On a periodic basis, management assesses whether there are any indicators that the value of its real estate investments may be impaired. A property value is considered impaired when management's estimate of current and projected operating cash flows (undiscounted and without interest) of the property over its remaining useful life is less than the net carrying value of the property. Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors. To the extent impairment has occurred, the loss is measured as the excess of the net carrying amount of the property over the fair value of the asset. Changes in estimated future cash flows due to changes in the Company's plans or market and economic conditions could result in recognition of impairment losses which could be substantial.  Management does not believe that the value of any of its real estate investments is impaired at January 31, 2018.
7

Index
 
Acquisitions of Real Estate Investments, Capitalization Policy and Depreciation

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

• Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or

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

An acquired process is considered substantive if:

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

• The process cannot be replaced without significant cost, effort, or delay; or

• The process is considered unique or scarce.

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

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:
The Company is required to make subjective assessments as to the useful life of its properties for purposes of determining the amount of depreciation. These assessments have a direct impact on the Company's net income.

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

Buildings
30-40 years
Property Improvements
10-20 years
Furniture/Fixtures
3-10 years
Tenant Improvements
Shorter of lease term or their useful life
 
8

Index
 
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.   The Company did not classify any properties as held for sale as of January 31, 2018 and October 31, 2017.

Revenue Recognition
Revenues from operating leases include revenues from properties. Rental income is generally recognized based on the terms of leases entered into with tenants. In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. Minimum rental income from leases with scheduled rent increases is recognized on a straight-line basis over the lease term.  At January 31, 2018 and October 31, 2017, $17,586,000 and $17,349,000, respectively, has been recognized as straight-line rents receivable (representing the current cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases), all of which is included in tenant receivables in the accompanying consolidated financial statements. Percentage rent is recognized when a specific tenant's sales breakpoint is achieved. Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms. Lease termination amounts are recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company. There is no way of predicting or forecasting the timing or amounts of future lease termination fees. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under U.S. GAAP have been met.

The Company provides an allowance for doubtful accounts against the portion of tenant receivables that is estimated to be uncollectible.  Such allowances are reviewed periodically.  At January 31, 2018 and October 31, 2017, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $4,516,000 and $4,543,000, respectively.  Included in the aforementioned allowance for doubtful accounts is an amount for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable which is estimated to be uncollectible.

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

The following table sets forth the reconciliation between basic and diluted EPS (in thousands):

   
Three Months Ended
January 31,
 
   
2018
   
2017
 
Numerator
           
Net income applicable to common stockholders – basic
 
$
1,012
   
$
690
 
Effect of dilutive securities:
               
Restricted stock awards
   
43
     
32
 
Net income applicable to common stockholders – diluted
 
$
1,055
   
$
722
 
                 
Denominator
               
Denominator for basic EPS – weighted average common shares
   
8,558
     
8,382
 
Effect of dilutive securities:
               
Restricted stock awards
   
500
     
533
 
Denominator for diluted EPS – weighted average common equivalent shares
   
9,058
     
8,915
 
                 
Numerator
               
Net income applicable to Class A common stockholders-basic
 
$
3,909
   
$
2,722
 
Effect of dilutive securities:
               
Restricted stock awards
   
(43
)
   
(32
)
Net income applicable to Class A common stockholders – diluted
 
$
3,866
   
$
2,690
 
                 
Denominator
               
Denominator for basic EPS – weighted average Class A common shares
   
29,372
     
29,311
 
Effect of dilutive securities:
               
Restricted stock awards
   
120
     
128
 
Denominator for diluted EPS – weighted average Class A common equivalent shares
   
29,492
     
29,439
 
 
 
9

Index
 
Segment Reporting
The Company's primary business is the ownership, management, and redevelopment of retail properties. The Company reviews operating and financial information for each property on an individual basis and therefore, each property represents an individual operating segment. The Company evaluates financial performance using property operating income, which consists of base rental income and tenant reimbursement income, less rental expenses and real estate taxes. Only one of the Company's properties, located in Stamford, CT ("Ridgeway"), is considered significant as its revenue is in excess of 10% of the Company's consolidated total revenues and accordingly is a reportable segment. The Company has aggregated the remainder of its properties as they share similar long-term economic characteristics and have other similarities including the fact that they are operated using consistent business strategies, are typically located in the same major metropolitan area, and have similar tenant mixes.

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

Segment information about Ridgeway as required by ASC Topic 280 is included below:

   
Three Months Ended
January 31,
   
2018
 
2017
Ridgeway Revenues
 
10.5%
 
11.9%
All Other Property Revenues
 
89.5%
 
88.1%
Consolidated Revenue
 
100.0%
 
100.0%

   
January 31,
2018
 
October 31,
2017
Ridgeway Assets
 
7.3%
 
7.2%
All Other Property Assets
 
92.7%
 
92.8%
Consolidated Assets (Note 1)
 
100.0%
 
100.0%

Note 1 - Ridgeway did not have any significant expenditures for additions to long lived assets in the three months ended January 31, 2018 or the year ended October 31, 2017.

   
January 31,
2018
 
October 31,
2017
Ridgeway Percent Leased
 
96%
 
96%

   
Three Months Ended
January 31,
   
2018
 
2017
The Stop & Shop Supermarket Company
 
20%
 
19%
Bed, Bath & Beyond
 
14%
 
14%
Marshall's Inc., a division of the TJX Companies
 
10%
 
11%
All Other Tenants at Ridgeway (Note 2)
 
56%
 
56%
Total
 
100%
 
100%

Note 2 - No other tenant accounts for more than 10% of Ridgeway's annual base rents in any of the periods presented. Percentages are calculated as a ratio of the tenants' base rent divided by total base rent of Ridgeway.

Income Statement (In Thousands):
 
Three Months Ended
January 31, 2018
 
   
Ridgeway
   
All Other
Operating Segments
   
Total Consolidated
 
Revenues
 
$
3,453
   
$
29,542
   
$
32,995
 
Operating Expenses
 
$
976
   
$
10,477
   
$
11,453
 
Interest Expense
 
$
577
   
$
2,846
   
$
3,423
 
Depreciation and Amortization
 
$
681
   
$
6,268
   
$
6,949
 
Income from Continuing Operations
 
$
1,219
   
$
7,860
   
$
9,079
 

Income Statement (In Thousands):
 
Three Months Ended
January 31, 2017
 
   
Ridgeway
   
All Other
Operating Segments
   
Total Consolidated
 
Revenues
 
$
3,465
   
$
25,605
   
$
29,070
 
Operating Expenses
 
$
1,086
   
$
8,910
   
$
9,996
 
Interest Expense
 
$
612
   
$
2,645
   
$
3,257
 
Depreciation and Amortization
 
$
1,111
   
$
5,470
   
$
6,581
 
Income from Continuing Operations
 
$
656
   
$
6,548
   
$
7,204
 

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.

Reclassifications
Certain prior period amounts have been reclassified to conform to the current period's presentation.
 
10

Index
 
New Accounting Standards
In May 2014, the FASB issued Accounting Standards Update ("ASU") ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"). The objective of ASU 2014-09 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying ASU 2014-09, companies will perform a five-step analysis of transactions to determine when and how revenue is recognized. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB's ASC. ASU 2014-09 is effective for annual reporting periods (including interim periods within that reporting period) beginning after December 15, 2016 and shall be applied using either a full retrospective or modified retrospective approach. Early application is not permitted. In August 2015, FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09 for all public companies for all annual periods beginning after December 15, 2017 with early adoption permitted only as of annual reporting periods beginning after December 31, 2016, including interim periods within the reporting period.  In March 2016, the FASB issued ASU 2016-08 as an amendment to ASU 2014-09, the amendment clarifies how to identify the unit of accounting for the principal versus agent evaluation, how to apply the control principle to certain types of arrangements, such as service transaction, and reframed the indicators in the guidance to focus on evidence that an entity is acting as a principal rather than as an agent. The Company is currently assessing the potential impact that the adoption of ASU 2014-09 and ASU 2016-08 will have on its consolidated financial statements.  While we are still completing the assessment of the impact of ASU 2014-09 and ASU 2016-08 on our consolidated financial statements, we believe the majority of our revenue falls outside of the scope of this guidance.

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

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 January 31, 2018.
 
11

Index

(2) REAL ESTATE INVESTMENTS

The Company is currently under contract to purchase, for $13.1 million, a 26,900 square foot shopping center located in its primary marketplace.  The Company will fund the acquisition with available cash, the issuance of unsecured notes payable to the seller, and borrowings on its unsecured revolving credit facility (see note 3).

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 note 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 the 470 Main as an asset acquisition and allocated the total consideration transferred for the acquisition, 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 property acquired during the three months ended January 31, 2018 (in thousands).

   
470 Main
 
       
Assets:
     
Land
 
$
293
 
Building and improvements
 
$
2,786
 
In-place leases
 
$
68
 
Above market leases
 
$
25
 
         
Liabilities:
       
In-place leases
 
$
-
 
Below Market Leases
 
$
43
 

 
(3) MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS

The Company has a $100 million unsecured revolving credit facility (the "Facility") with a syndicate of three banks led by The Bank of New York Mellon, as administrative agent. The syndicate also includes Wells Fargo Bank N.A. and Bank of Montreal (co-syndication 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. 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 January 31, 2018.

During the three months ended January 31, 2018, the Company borrowed $6 million on the Facility to fund capital improvements. During the three months ended January 31, 2018, the Company repaid $4 million on the Facility with available cash.
 
12

Index

(4) CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS.

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

Ironbound (Ferry Plaza)

The Company, through a wholly-owned subsidiary, is the general partner and owns 84% of one consolidated limited partnership, Ironbound, which owns a grocery anchored shopping center.

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

Orangeburg

The Company, through a wholly-owned subsidiary, is the managing member and owns a 43.2% 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 $6.4 million in Orangeburg, and as a result, as of January 31, 2018 the Company's ownership percentage has increased to 43.2% 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, which owns a grocery anchored shopping center. The McLean operating agreement provides for the non-managing members to receive a fixed annual cash distribution equal to 5.05% of their invested capital.  The annual cash distribution is paid from available cash, as defined, of McLean. The balance of available cash, if any, is fully distributable to the Company. Upon liquidation, proceeds from the sale of McLean assets are to be distributed in accordance with the operating agreement. The non-managing members are not obligated to make any additional capital contributions to the entity.

UB High Ridge

The Company is the managing member and owns an 8.8% interest in UB High Ridge, LLC.  The Company's initial investment was $5.5 million.  UB High Ridge owns three commercial real estate properties, High Ridge Shopping Center, a grocery anchored shopping center, ("High Ridge") and two single tenant commercial retail properties, one leased to JP Morgan Chase ("Chase Property") and one leased to CVS ("CVS Property").  Two 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 5.46% of their invested capital.

UB Dumont I, LLC

The Company is the managing member and owns a 31.4% interest in UB Dumont I, LLC.  The Company's initial investment was $3.9 million.  Dumont owns a retail and residential real estate property, which retail portion is anchored by a Stop and Shop grocery store.  The property is located in Dumont, NJ.  The property was contributed to the new entity by the former owners who received units of ownership of Dumont equal to the value of contributed property less liabilities assumed.   The Dumont operating agreement provides for the non-managing members to receive an annual cash distribution, currently equal to 5.05% of their invested capital.

Noncontrolling Interests

The Company accounts for noncontrolling interests in accordance with ASC Topic 810, "Consolidation." Because the limited partners or noncontrolling members in Ironbound, Orangeburg, McLean, UB High Ridge and Dumont have the right to require the Company to redeem all or a part of their limited partnership or limited liability company units for cash, or at the option of the Company shares of its Class A Common stock, at prices as defined in the governing agreements, the Company reports the noncontrolling interests in the consolidated joint ventures in the mezzanine section, outside of permanent equity, of the consolidated balance sheets at redemption value which approximates fair value. The value of the Orangeburg, McLean, and a portion of the UB High Ridge and Dumont redemptions are based solely on the price of the Company's Class A Common stock on the date of redemption.   For the three months ended January 31, 2018 and 2017, the Company increased/(decreased) the carrying value of the noncontrolling interests by $(1.4) million and $681,000, respectively, with the corresponding adjustment recorded in stockholders' equity.

The following table sets forth the details of the Company's redeemable non-controlling interests at January 31, 2018 and October 31, 2017 (amounts in thousands):

   
January 31, 2018
   
October 31, 2017
 
Beginning Balance
 
$
81,361
   
$
18,253
 
Change in Redemption Value
   
(1,362
)
   
(666
)
Initial UB High Ridge Noncontrolling Interest
   
-
     
55,217
 
Initial Dumont Noncontrolling Interest
   
-
     
8,557
 
                 
Ending Balance
 
$
79,999
   
$
81,361
 

 
13

Index
 
(5) INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES

At January 31, 2018 and October 31, 2017 investments in and advances to unconsolidated joint ventures consisted of the following (with the Company's ownership percentage in parentheses) (amounts in thousands):

   
January 31, 2018
   
October 31, 2017
 
Chestnut Ridge and Plaza 59 Shopping Centers (50%)
 
$
17,977
   
$
18,032
 
Gateway Plaza (50%)
   
6,838
     
6,873
 
Putnam Plaza Shopping Center (66.67%)
   
5,963
     
5,968
 
Midway Shopping Center, L.P. (11.642%)
   
4,559
     
4,639
 
Applebee's at Riverhead (50%)
   
1,827
     
1,814
 
81 Pondfield Road Company (20%)
   
723
     
723
 
Total
 
$
37,887
   
$
38,049
 

Chestnut Ridge and Plaza 59 Shopping Centers

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

Gateway Plaza and Applebee's at Riverhead

The Company, through two wholly owned subsidiaries, owns a 50% undivided tenancy-in-common interest in the Gateway Plaza Shopping Center ("Gateway") and Applebee's at Riverhead ("Applebee's").  Both properties are located in Riverhead, New York. Gateway, a 198,500 square foot shopping center, is anchored by a 168,000 square foot Walmart, which also has 27,000 square feet of in-line space that is partially leased and a newly constructed 3,500 square foot outparcel that is leased.  Applebee's has a 5,400 square foot free standing Applebee's restaurant with a 7,200 square foot pad site that is leased.

Gateway is subject to a $12.7 million non-recourse first mortgage payable.  The mortgage matures on March 1, 2024 and requires payments of principal and interest at a fixed rate of interest of 4.2% per annum.

Midway Shopping Center, L.P.

The Company, through a wholly owned subsidiary, owns an 11.64% equity interest in Midway Shopping Center L.P. ("Midway"), which owns a 247,000 square foot shopping center in Westchester County, New York. Although the Company only has an approximate 12% equity interest in Midway, it controls 25% of the voting power of Midway and as such, has determined that it exercises significant influence over the financial and operating decisions of Midway and accounts for its investment in Midway under the equity method of accounting.

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

Midway is subject to a non-recourse first mortgage in the amount of $28.3 million.  The loan requires payments of principal and interest at the rate of 4.80% per annum and will mature in 2027.

Putnam Plaza Shopping Center

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

Putnam Plaza is subject to a first mortgage payable in the amount of $18.9 million.  The mortgage requires monthly payments of principal and interest at a fixed rate of 4.17% and will mature in 2024.

81 Pondfield Road Company

The Company's other investment in an unconsolidated joint venture is a 20% interest in a retail and office building in Westchester County, New York.

The Company accounts for the above investments under the equity method of accounting since it exercises significant influence, but does not control the joint ventures.  The other venturers in the joint ventures have substantial participation rights in the financial decisions and operation of the ventures or properties, which preclude the Company from consolidating the investments. The Company has evaluated its investment in the joint ventures and has concluded that the joint ventures are not VIE's. Under the equity method of accounting the initial investment is recorded at cost as an investment in unconsolidated joint venture, and subsequently adjusted for equity in net income (loss) and cash contributions and distributions from the venture. Any difference between the carrying amount of the investment on the Company's balance sheet and the underlying equity in net assets of the venture is evaluated for impairment at each reporting period.
 
14

Index
 
(6)  STOCKHOLDERS' EQUITY

Authorized Stock
The Company's Charter authorizes 200,000,000 shares of stock.  The total number of shares of authorized stock consists of 100,000,000 shares of Class A Common Stock, 30,000,000 shares of Common Stock, 50,000,000 shares of Preferred Stock, and 20,000,000 shares of Excess Stock.

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

During the three months ended January 31, 2018, the Company awarded 152,700 shares of Common Stock and 102,800 shares of Class A Common Stock to participants in the Plan.  The grant date fair value of restricted stock grants awarded to participants in 2018 was approximately $5.0 million.

A summary of the status of the Company's non-vested Common and Class A Common shares as of January 31, 2018, and changes during the three months ended January 31, 2018 is presented below:

   
Common Shares
   
Class A Common Shares
 
Non-vested Shares
 
Shares
   
Weighted-Average
Grant-Date
Fair Value
   
Shares
   
Weighted-Average
Grant-Date
Fair Value
 
Non-vested at October 31,  2017
   
1,274,150
   
$
17.02
     
412,275
   
$
20.60
 
Granted
   
152,700
   
$
17.70
     
102,800
   
$
22.10
 
Vested
   
(170,950
)
 
$
15.78
     
(57,200
)
 
$
18.07
 
Forfeited
   
-
   
$
-
     
(3,250
)
 
$
21.93
 
Non-vested at January 31,  2018
   
1,255,900
   
$
17.22
     
454,625
   
$
21.13
 

As of January 31, 2018, there was $17.5 million of unamortized restricted stock compensation related to non-vested restricted stock grants awarded under the Plan.  The remaining unamortized expense is expected to be recognized over a weighted average period of 5.1 years.  For the three month periods ended January 31, 2018 and 2017 amounts charged to compensation expense totaled $975,000 and $944,000, respectively.

Share Repurchase Program
The Board of Directors of the Company has approved a share repurchase program ("Current 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 in open market transactions.

The Company has repurchased 188,753 shares of Class A Common Stock under the Current Program.  From the inception of all repurchase programs the Company has repurchased 4,600 shares of Common Stock and 913,331 shares of Class A Common Stock.  For the three months ended January 31, 2018 and 2017, the Company did not repurchase any shares of stock under the Current Program.

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 $25.00 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 of Incorporation, the holders of the Series G Preferred Stock will have the right to convert all or part of the shares of Series G Preferred Stock held by such holders on the applicable conversion date into a number of the Company's shares of Class A common stock. Underwriting commissions and costs incurred in connection with the sale of the Series G Preferred Stock are reflected as a reduction of additional paid in capital.

The 6.25% Series H Senior Cumulative Preferred Stock ("Series H Preferred Stock") is non-voting, has no stated maturity and is redeemable for cash at 25.00 per share at the Company's option on or after September 18, 2022. The holders of our Series H Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Series H Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series H Preferred Stock, together with all of the Company's other Series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Series H Preferred Stock will have the right to convert all or part of the shares of Series H Preferred Stock held by such holders on the applicable conversion date into a number of the Company's shares of Class A common stock. 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.
15

Index
 
(7) FAIR VALUE MEASUREMENTS

ASC Topic 820, "Fair Value Measurements and Disclosures" defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants.

ASC Topic 820's valuation techniques are based on observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair value hierarchy:

Level 1- Quoted prices for identical instruments in active markets
Level 2- Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant value drivers are observable
Level 3- Valuations derived from valuation techniques in which significant value drivers are unobservable

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

The fair values of interest rate swaps are determined using widely accepted valuation techniques, including discounted cash flow analysis, on the expected cash flows of each derivative. The analysis reflects the contractual terms of the swaps, including the period to maturity, and uses observable market-based inputs, including interest rate curves ("significant other observable inputs"). The fair value calculation also includes an amount for risk of non-performance using "significant unobservable inputs" such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded, as of October 31, 2017 and January 31, 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".

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

         
Fair Value Measurements at Reporting Date Using
 
   
Total
   
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
   
Significant Other
Observable Inputs
(Level 2)
   
Significant
Unobservable Inputs
(Level 3)
 
January 31, 2018
                       
Assets:
                       
Interest Rate Swap Agreement
 
$
5,222
   
$
-
   
$
$5,222
   
$
-
 
                                 
Liabilities:
                               
Interest Rate Swap Agreement
 
$
70
   
$
-
   
$
70
   
$
-
 
Redeemable noncontrolling interests
 
$
79,999
   
$
22,446
   
$
53,788
   
$
3,765
 
                                 
October 31, 2017
                               
Assets:
                               
Interest Rate Swap Agreement
 
$
3,316
   
$
-
   
$
3,316
   
$
-
 
                                 
Liabilities:
                               
Interest Rate Swap Agreement
 
$
574
   
$
-
   
$
574
   
$
-
 
Redeemable noncontrolling interests
 
$
81,361
   
$
23,709
   
$
53,788
   
$
3,864
 

Fair market value measurements based upon Level 3 inputs changed (in thousands) from $3,846 at October 31, 2016 to $3,864 at October 31, 2017 as a result of a $18 increase in the redemption value of the Company's noncontrolling interest in Ironbound in accordance with the application of ASC Topic 810.  Fair market value measurements based upon Level 3 inputs changed from $3,864 at October 31, 2017 to $3,765 at January 31, 2018 as a result of a $99 decrease in the redemption value of the Company's noncontrolling interest in Ironbound in accordance with the application of ASC Topic 810.

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

The estimated fair value of mortgage notes payable and other loans was approximately $288 million at January 31, 2018 and $296 million at October 31, 2017, respectively. The estimated fair value of mortgage notes payable is based on discounting the future cash flows at a year-end risk adjusted borrowing rate currently available to the Company for issuance of debt with similar terms and remaining maturities. These fair value measurements fall within Level 2 of the fair value hierarchy.

Although management is not aware of any factors that would significantly affect the estimated fair value amounts from October 31, 2017, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

(8) COMMITMENTS AND CONTINGENCIES

In the normal course of business, from time to time, the Company is involved in legal actions relating to the ownership and operations of its properties.  In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.  At January 31, 2018, the Company had commitments of approximately $4.6 million for capital improvements to its properties and tenant-related obligations.
 
16

Index

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

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

Forward Looking Statements:

This Quarterly Report on Form 10-Q of Urstadt Biddle Properties Inc. (the "Company"), including this Item 2, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  Such statements can generally be identified by such words as "anticipate", "believe", "can", "continue", "could", "estimate", "expect", "intend", "may", "plan", "seek", "should", "will" or variations of such words or other similar expressions and the negatives of such words.  All statements included in this report that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), business strategies, expansion and growth of our operations and other such matters, are forward-looking statements.  These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate.  Such statements are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated.  Future events and actual results, performance or achievements, financial and otherwise, may differ materially from the results, performance or achievements expressed or implied by the forward-looking statements.  Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to:

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

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

any difficulties in renewing leases, filling vacancies or negotiating improved lease terms;

the inability of the Company's properties to generate revenue increases to offset expense increases;

environmental risk and regulatory requirements;

risks of real estate acquisitions and dispositions (including the failure of transactions to close);

risks of operating properties through joint ventures that we do not fully control;

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

as well as other risks identified in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017 under Item 1A. Risk Factors and in the other reports filed by the Company with the Securities and Exchange Commission (the "SEC").

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 January 31, 2018, we owned or had equity interests in 82 properties, which include equity interests we own in seven consolidated joint ventures and seven unconsolidated joint ventures, containing a total of 5.1 million square feet of Gross Leasable Area ("GLA").    Of the properties owned by wholly-owned subsidiaries or joint venture entities that we consolidate, approximately 92.5% was leased (92.7% at October 31, 2017).  Of the properties owned by unconsolidated joint ventures, approximately 97.7% was leased, unchanged from October 31, 2017.

We have paid quarterly dividends to our shareholders continuously since our founding in 1969 and have increased the level of dividend payments to our shareholders for 24 consecutive years.

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

We have a conservative capital structure and we have one $9.9 million mortgage maturing in July 2018, which is in the process of being refinanced with the existing lender.  Thereafter, we do not have any additional secured debt maturing until May 2019.

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

acquire quality neighborhood and community shopping centers in the northeastern part of the United States with a concentration on properties in the metropolitan New York tri-state area outside of the City of New York, and unlock further value in these properties with selective enhancements to both the property and tenant mix, as well as improvements to management and leasing fundamentals.  Our hope is to grow our assets through acquisitions by 5% to 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 towards securing leases that include regular or fixed contractual increases to minimum rents, replacing below-market-rent leases with increased market rents when possible and further improving the quality of our tenant mix at our shopping centers;

maintain strong working relationships with our tenants, particularly our anchor tenants;

maintain a conservative capital structure with low leverage levels; and

control property operating and administrative costs.

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

Highlights of Fiscal 2018; Recent Developments

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

The Company is currently under contract to purchase, for $13.1 million, a 26,900 square foot shopping center located in its primary marketplace.  The Company will fund the acquisition with available cash, the issuance of unsecured notes payable to the seller, and borrowings on its unsecured revolving credit facility.

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 note 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.

Known Trends; Outlook

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

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

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

The U.S. Congress has passed sweeping tax reform legislation that made significant changes to corporate and individual tax rates and the calculation of taxes, as well as international tax rules for U.S. domestic corporations.  As a REIT, we are generally not required to pay federal taxes otherwise applicable to regular corporations if we comply with the various tax regulations governing REITs.  Stockholders, however, are generally required to pay taxes on REIT dividends.  Tax reform legislation would affect the way in which dividends paid on our stock are taxed by the holder of that stock and could impact our stock price or how stockholders and potential investors view an investment in REITs.   In addition, while certain elements of tax reform legislation would not impact us directly as a REIT, they could impact the geographic markets in which we operate, the tenants that populate our shopping centers and the customers who frequent our properties in ways, both positive and negative, that are difficult to anticipate.

17

Index
 
Leasing

Rollovers

For the three months ended January 31, 2018, we signed leases for a total of 108,000 square feet of retail space in our consolidated portfolio.  New leases for vacant spaces were signed for 23,000 square feet at an average rental decrease of 0.6% on a cash basis.  Renewals for 85,000 square feet of space previously occupied were signed at an average rental increase of 3.8% on a cash basis.

Tenant improvements and leasing commissions averaged $31.62 per square foot for new leases and $3.85 per square foot for renewals for the three months ended January 31, 2018. The average term for new leases was 6.4 years and the average term for renewal leases was 4 years.

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

The leases signed in 2018 generally become effective over the following one to two years. There is risk that some new tenants will not ultimately take possession of their space and that tenants for both new and renewal leases may not pay all of their contractual rent due to operating, financing or other matters.

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

Significant Events with Impacts on Leasing

In July 2015, one of our largest tenants, A&P, filed a voluntary petition under chapter 11 of title 11 of the United States Bankruptcy Code (the "Bankruptcy Code").  Subsequently, A&P determined that it would be liquidating the company. Prior to A&P filing for bankruptcy, A&P leased and occupied nine spaces totaling 365,000 square feet in our portfolio.  The bankruptcy process relating to our nine spaces is complete with eight of the nine A&P leases having been assumed by new operators in the bankruptcy process or re-leased by the Company to new operators.  The remaining lease, located in our Pompton Lakes shopping center, totaling 63,000 square feet was rejected by A&P in bankruptcy and we are in the process of marketing that space for re-lease.  In July 2017, one other 36,000 square foot space formerly occupied by A&P that we had released to a local grocery operator became vacant as that operator failed to perform under their lease and was evicted.  We are currently finalizing a lease with a new grocery operator for this location.  In February 2018, Tops Markets, LLC filed a voluntary petition under chapter 11 of title 11 of the Bankruptcy Code.  Tops Markets is a tenant at a property owned by an unconsolidated joint venture in which we have a 66.67% ownership interest.  The space is 61,000 square feet and the lease runs through 2026.  As of the date of this report, Tops Markets is still performing under its lease.

Impact of Inflation on Leasing

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

Critical Accounting Policies

Critical accounting policies are those that are both important to the presentation of the Company's financial condition and results of operations and require management's most difficult, complex or subjective judgments.  For a further discussion about the Company's critical accounting policies, please see Note 1 to the consolidated financial statements of the Company included in Item 1 of this Quarterly Report on Form 10-Q.

18

Index
 
Liquidity and Capital Resources

Overview

At January 31, 2018, we had cash and cash equivalents of $4.5 million, compared to $8.7 million at October 31, 2017.  Our sources of liquidity and capital resources include operating cash flow from real estate operations, proceeds from bank borrowings and long-term mortgage debt, capital financings and sales of real estate investments.  Substantially all of our revenues are derived from rents paid under existing leases, which means that our operating cash flow depends on the ability of our tenants to make rental payments.  For the three months ended January 31, 2018 and 2017, net cash flows from operating activities amounted to $12.6 million and $11.5 million, respectively.

Our short-term liquidity requirements consist primarily of normal recurring operating expenses and capital expenditures, debt service, management and professional fees, cash distributions to certain limited partners and non-managing members of our consolidated joint ventures, dividends paid to our preferred stockholders and regular dividends paid to our Common and Class A Common stockholders, which we expect to continue.  Cash dividends paid on Common and Class A Common stock for the three months ended January 31, 2018 and 2017 totaled $10.4 million and $10.1 million, respectively.  Historically, we have met short-term liquidity requirements, which is defined as a rolling twelve month period, primarily by generating net cash from the operation of our properties.   We believe that our net cash provided by operations will continue to be sufficient to fund our short-term liquidity requirements, including payment of dividends necessary to maintain our federal income tax REIT status.

Our long-term liquidity requirements consist primarily of obligations under our long-term debt, dividends paid to our preferred stockholders, capital expenditures and capital required for acquisitions.  In addition, the limited partners and non-managing members of our five consolidated joint venture entities, Ironbound, McLean, Orangeburg, UB High Ridge and UB Dumont, have the right to require the Company to repurchase all or a portion of their limited partner or non-managing member interests at prices and on terms as set forth in the governing agreements.  See Note 4 to the financial statements included in Item 1 of this Report on Form 10-Q.  Historically, we have financed the foregoing requirements through operating cash flow, borrowings under our Facility debt refinancings, new debt, equity offerings and other capital market transactions, and/or the disposition of under-performing assets, with a focus on keeping our leverage low.  We expect to continue doing so in the future.  We cannot assure you, however, that these sources will always be available to us when needed, or on the terms we desire.

We are currently in contract to purchase a shopping center in our primary marketplace for $13.1 million.  We plan on funding the purchase with a combination of available cash, borrowings on our Facility and the issuance of unsecured notes to the seller of the property.

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. For the three months ended January 31, 2018, we paid approximately $2.4 million for property improvements, tenant improvements and leasing commission costs (approximately $1.7 million representing property improvements and approximately $737,000 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 $4.6 million predominantly for anticipated capital improvements and leasing costs related to new tenant leases and property improvements during fiscal 2018.  These expenditures are expected to be funded from operating cash flows, bank borrowings or other financing sources.

Financing Strategy, Unsecured Revolving Credit Facility and other Financing Transactions

Our strategy is to maintain a conservative capital structure with low leverage levels by commercial real estate standards.  Mortgage notes payable and other loans of $295.5 million consist entirely of fixed-rate mortgage loan indebtedness with a weighted average interest rate of 4.2% at January 31, 2018.  These mortgages are secured by 26 properties with a net book value of $565 million and have fixed rates of interest ranging from 3.5% to 6.6%.   We may refinance our mortgage loans, at or prior to scheduled maturity, through replacement mortgage loans.  The ability to do so, however, is dependent upon various factors, including the income level of the properties, interest rates and credit conditions within the commercial real estate market. Accordingly, there can be no assurance that such re-financings can be achieved.

At January 31, 2018, we had $6 million of variable-rate debt consisting of draws on our Facility (see below) that was not fixed through an interest rate swap or otherwise. See "Item 3. Quantitative and Qualitative Disclosures about Market Risk" included in this Report on Form 10-Q for additional information on our interest rate risk.

We currently maintain a ratio of total debt to total assets below 31% and a fixed charge coverage ratio of over 3.42 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 49 properties in our consolidated portfolio that are not encumbered by secured mortgage debt.  At January 31, 2018, we had borrowing capacity of $93 million on our Facility.  Our Facility includes financial covenants that limit, among other things, our ability to incur unsecured and secured indebtedness.  See Note 3 in our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for additional information on these and other restrictions.

We have a $100 million unsecured revolving credit facility with a syndicate of three banks, BNY Mellon, BMO and Wells Fargo N.A. with the ability under certain conditions to additionally increase the capacity to $150 million, subject to lender approval.  The maturity date of the Facility is August 23, 2020 with a one-year extension at our option.  Borrowings under the Facility can be used for general corporate purposes and the issuance of up to $10 million of letters of credit.  Borrowings will bear interest at our option of Eurodollar rate plus 1.35% to 1.95% or The Bank of New York Mellon's prime lending rate plus 0.35% to 0.95%, based on consolidated indebtedness, as defined.  We pay a quarterly commitment fee on the unused commitment amount of 0.15% to 0.25% per annum, based on outstanding borrowings during the year.  As of January 31, 2018, $93 million was available to be drawn on the Facility.  Our ability to borrow under the Facility is subject to its compliance with the covenants and other restrictions on an ongoing basis.  The principal financial covenants limit our level of secured and unsecured indebtedness and additionally require us to maintain certain debt coverage ratios.  We were in compliance with such covenants at January 31, 2018.

During the three months ended January 31, 2018, we borrowed $6 million on our Facility to fund capital improvements to our properties. For the three months ended January 31, 2018 we repaid $4 million of borrowings on our Facility, with available cash.

Net Cash Flows from:

Operating Activities

Net cash flows provided by operating activities amounted to $12.6 million for the three months ended January 31, 2018 compared to $11.5 million in the comparable period of fiscal 2017. The increase in operating cash flows when compared with the corresponding prior period was due primarily to the Company generating additional operating income in the three months ended January 31, 2018 from properties acquired after the first quarter of fiscal 2017 and properties acquired in the first three months of fiscal 2018.

Investing Activities

Net cash flows used in investing activities amounted to $3.5 million for the three months ended January 31, 2018 compared to net cash flows used in investing activities of $13.6 million in the comparable period of fiscal 2017. The decrease in net cash flows used in investing activities in fiscal 2018 when compared to the corresponding prior period was the result of the Company expending less on the acquisition of real estate investments in the first three months of fiscal 2018 when compared with the corresponding period of fiscal 2017.

We regularly make capital investments in our properties for property improvements, tenant improvements costs and leasing commissions.

Financing Activities

Net cash flows used in financing activities amounted to $13.3 million in the first three months of fiscal 2018 compared with $181,000 in the comparable period of fiscal 2017. The net increase in cash flows used in financing activities in the first three months of fiscal 2018 versus the same period of fiscal 2017 was predominantly the result of the Company borrowing $15 million on its Facility in the first three months of fiscal 2017 and only borrowing a net $2 million in the first three months of fiscal 2018.  In addition, we increased the annualized dividend on the outstanding Common and Class A Common stock by $0.02 per share in December 2017.  This increase was partially offset by the Company incurring $507,000 less in preferred stock dividends in the first three months of fiscal 2018 when compared with the corresponding prior period.  In October 2017, the Company redeemed it Series F preferred stock and replaced it with a new Series H preferred stock, which had a lower coupon rate than the redeemed Series F preferred stock.
19

Index
Results of Operations

The following information summarizes our results of operations for the three months ended January 31, 2018 and 2017 (amounts in thousands):

   
Three Months Ended
                         
   
January 31,
               
Change Attributable to:
 
   
2018
   
2017
   
Increase (decrease)
   
% Change
   
Property Acquisitions/Sales
   
Properties Held in Both Periods (Note 1)
 
Revenues
                                   
Base rents
 
$
23,584
   
$
21,112
   
$
2,472
     
11.7
%
 
$
2,032
   
$
440
 
Recoveries from tenants
   
8,207
     
7,073
     
1,134
     
16.0
%
   
605
     
529
 
Mortgage interest and other
   
1,204
     
861
     
343
     
39.8
%
   
(11
)
   
354
 
                                                 
Operating Expenses
                                               
Property operating expenses
   
6,306
     
5,148
     
1,158
     
22.5
%
   
275
     
883
 
Property taxes
   
5,147
     
4,848
     
299
     
6.2
%
   
159
     
140
 
Depreciation and amortization
   
6,949
     
6,581
     
368
     
5.6
%
   
735
     
(367
)
General and administrative expenses
   
2,419
     
2,455
     
(36
)
   
-1.5
%
   
n/a
     
n/a
 
                                                 
Other Income/Expenses
                                               
Interest expense
   
3,423
     
3,257
     
166
     
5.1
%
   
247
     
(81
)
Interest, dividends and other investment income
   
80
     
173
     
(93
)
   
-53.8
%
   
n/a
     
n/a
 

Note 1 – Properties held in both periods includes only properties owned for the entire periods of 2018 and 2017.  All other properties are included in the property acquisition/sales column.  There are no properties excluded from the analysis.

Revenues

Base rents increased by 11.7% to $23.6 million in the three month period ended January 31, 2018, as compared with $21.1 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, the Company purchased four properties totaling 114,700 square feet of GLA, invested in two joint ventures that own four properties totaling 173,600 square feet, whose operations we consolidate, and sold two properties totaling 203,800 square feet.  In the first three months of fiscal 2018, the Company purchased one property totaling 24,200 square feet.  These properties accounted for all of the revenue and expense changes attributable to property acquisitions and sales in the three months ended January 31, 2018 when compared with fiscal 2017.

Properties Held in Both Periods:

Revenues

Base Rent
The increase in base rents for properties held in both periods was predominantly caused by new leasing activity at three properties held in both periods that created a positive variance in base rent of $300,000 in the three months ended January 31, 2018 when compared to the first quarter of fiscal 2017.  In addition, the increase in base rents for properties held in both periods was caused by the vacating of a tenant at one of our properties in the first quarter of fiscal 2017 prior to the original expiration of their lease, requiring the Company to write off $116,000 in straight-line rent receivable relating to that tenant in the first quarter of fiscal 2017, which creates a positive variance in base rent for the three months ended January 31, 2018 when compared with the first quarter of fiscal 2017.  These combined increases were partially offset by a $154,000 negative base rent variance as a result of our 36,000 square foot grocery space at our Valley Ridge property being occupied in the first quarter of fiscal 2017 but not in the first quarter of fiscal 2018 (see "Significant Events with Impact on Leasing" earlier in this Item 2).

In fiscal 2018, the Company leased or renewed approximately 108,000 square feet (or approximately 2.5% of total consolidated property leasable area).  At January 31, 2018, the Company's consolidated properties were 92.5% leased (92.7% leased at October 31, 2017).

Tenant Recoveries
For the three months ended January 31, 2018, recoveries from tenants for properties owned in both periods (which represents reimbursements from tenants for operating expenses and property taxes) increased by $529,000. This increase was a result of an increase in both property operating expenses and property tax expense in the consolidated portfolio for properties owned for the entire periods of fiscal 2018 and 2017.

Expenses

Property operating expenses increased by $883,000 in the three month period ended January 31, 2018 when compared with the corresponding prior period as a result of an increase in snow removal expenses.

Real estate taxes increased by $140,000 in the three month period ended January 31, 2018 when compared with the corresponding prior period as a result of an increase in tax assessments.

Interest expense decreased by $81,000 in the three month period ended January 31, 2018 when compared with the corresponding prior period as a result of the Company refinancing its largest secured mortgage in July 2017, reducing the interest rate from 5.52% to 3.398%, and the Company having $17 million less drawn on its Facility.

Depreciation and amortization expense decreased by $367,000 in the three month period ended January 31, 2018 when compared with the corresponding prior period as a result of increased depreciation expense for tenant improvements in the first three months of fiscal 2017 related to tenant improvements for two tenants that vacated the shopping center prior to the original expiration of their leases.

General and Administrative Expenses

General and administrative expense was relatively unchanged in the three months ended January 31, 2018 when compared to the corresponding prior period.
 
20

Index
 
Funds from Operations

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

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

does not represent cash flows from operating activities in accordance with GAAP (which, unlike FFO, generally reflects all cash effects of transactions and other events in the determination of net income); and

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

FFO as defined by us may not be comparable to similarly titled items reported by other real estate investment trusts due to possible differences in the application of the NAREIT definition used by such REITs.  The table below provides a reconciliation of net income applicable to Common and Class A Common Stockholders in accordance with GAAP to FFO for the three  month periods ended January 31, 2018 and 2017 (amounts in thousands):

   
Three Months Ended
 
 
  January 31,  
   
2018
   
2017
 
             
Net Income Applicable to Common and Class A Common Stockholders
 
$
4,921
   
$
3,412
 
                 
Real property depreciation
   
5,458
     
4,964
 
Amortization of tenant improvements and allowances
   
1,042
     
1,326
 
Amortization of deferred leasing costs
   
426
     
267
 
Depreciation and amortization on unconsolidated joint ventures
   
403
     
396
 
                 
Funds from Operations Applicable to Common and Class A Common Stockholders
 
$
12,250
   
$
10,365
 

FFO amounted to $12.3 million in the first three months of fiscal 2018 compared to $10.4 million in the comparable period of fiscal 2017.  The net increase in FFO is attributable, among other things, to: (i) the additional net income generated from properties acquired in fiscal 2017 and the first three months of fiscal 2018; (ii) a decrease in preferred stock dividends of $507,000 as a result of the Company redeeming its Series F preferred stock in October 2017 and replacing it with its Series H preferred stock.  The Series H preferred stock has a lower interest rate and the outstanding principal of the Series H preferred stock is $14.4 million less than the redeemed Series F preferred stock.  This increase was partially offset by (iii) a $132,000 increased charge for bad debt expense in this year's first quarter when compared with last year's first quarter and (iv) $90,000 decrease in interest income generated as a result of the one mortgage receivable the Company had outstanding being repaid in October 2017.
21

Index
 
Off-Balance Sheet Arrangements

We have seven off-balance sheet investments in real property through unconsolidated joint ventures:

a 66.67% equity interest in the Putnam Plaza Shopping Center,

an 11.642% equity interest in the Midway Shopping Center L.P.,

a 50% equity interest in the Chestnut Ridge Shopping Center and Plaza 59 Shopping Centers,

a 50% equity interest in the Gateway Plaza shopping center and the Riverhead Applebee's Plaza, and

a 20% interest in 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 5, "Investments in and Advances to Unconsolidated Joint Ventures" in our financial statements in Item 1 of this Quarterly Report on Form 10-Q.  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):

 
    
 
Principal Balance
           
Joint Venture Description
Location
 
Original Balance
   
At January 31, 2018
   
Fixed Interest Rate Per Annum
 
Maturity Date
Midway Shopping Center
Scarsdale, NY
 
$
32,000
   
$
28,257
     
4.80
%
Dec-2027
Putnam Plaza Shopping Center
Carmel, NY
 
$
21,000
   
$
18,937
     
4.17
%
Oct-2024
Gateway Plaza
Riverhead, NY
 
$
14,000
   
$
12,656
     
4.18
%
Feb-2024
Applebee's Plaza
Riverhead, NY
 
$
1,300
   
$
1,034
     
5.98
%
Aug-2026
Applebee's Plaza
Riverhead, NY
 
$
1,000
   
$
901
     
3.38
%
Aug-2026

Environmental Matters
Based upon management's ongoing review of its properties, management is not aware of any environmental condition with respect to any of the Company's properties that would be reasonably likely to have a material adverse effect on the Company. There can be no assurance, however, that (a) the discovery of environmental conditions that were previously unknown, (b) changes in law, (c) the conduct of tenants or (d) activities relating to properties in the vicinity of the Company's properties, will not expose the Company to material liability in the future. Changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures or may otherwise adversely affect the operations of the Company's tenants, which could adversely affect the Company's financial condition and results of operations.
 
22

Index
 
Item 3.  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 January 31, 2018, we had total mortgage debt and other notes payable of $295.5 million, of which 100% was fixed-rate, inclusive of variable rate mortgages that have been swapped to fixed interest rates using interest rate swap derivatives contracts.

For our fixed-rate debt, there is inherent rollover risk for borrowings as they mature and are renewed at current market rates.  The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Company's future financing requirements.
To reduce our exposure to interest rate risk on variable-rate debt, we use interest rate swap agreements, for example, to convert some of our variable-rate debt to fixed-rate debt.  As of January 31, 2018, we had seven open derivative financial instruments.  These interest rate swaps are cross collateralized with mortgages on properties in Rye, NY, Ossining, NY, Yonkers, NY, Orangeburg, NY, Stamford, CT and Greenwich CT.  The Rye swaps expire in October 2019, the Ossining swap expires in October 2024, the Yonkers swap expires in November 2024, the Orangeburg swap expires in October 2024, the Stamford swap expires in July 2027, and the Greenwich swaps expire in October 2026, all concurrent with the maturity of the respective mortgages.  All of the aforementioned derivatives contracts are adjusted to fair market value at each reporting period.  The Company has concluded that all of the aforementioned derivatives contracts are effective cash flow hedges as defined in ASC Topic 815.  We are required to evaluate the effectiveness at inception and at each reporting date.  As a result of the aforementioned derivatives contracts being effective cash flow hedges all changes in fair market value are recorded directly to stockholders equity in accumulated comprehensive income and have no effect on the earnings of the Company.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.  Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective.

Changes in Internal Controls
During the quarter ended January 31, 2018, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

23

Index

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

The Company is not involved in any litigation that in management's opinion would result in a material adverse effect on the Company's ownership, management or operation of its properties.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

The Board of Directors of the Company has approved a share repurchase program ("Program") for the repurchase of up to 2,000,000 shares, in the aggregate, of Common stock, Class A Common stock and Series G Cumulative Preferred stock in open market transactions.  For the three month period ended January 31, 2018, the Company did not repurchase any shares of stock under the Program.  During the three months ended January 31, 2018 3,250 restricted Class A Common shares were forfeited by former employees.  From time to time, we could be deemed to have repurchased shares as a result of shares withheld for tax purposes upon a stock compensation related vesting event.
 
24

Index
 
Item 6.  Exhibits

   
10.14
Change of Control Agreement dated June 7, 2016 between the Company and Miyun Sung.* #
   
10.15
First Amendment to the Amended and Restated Credit Agreement, dated August 23, 2016, by and among the Company, The Bank of New York Mellon, as Administrative Agent, and BMO Capital Markets, as Co-Syndication Agent, and Wells Fargo Bank, N.A., as Co-Syndication Agent, and the Lenders named.*
   
31.1
Certification of the Chief Executive Officer of Urstadt Biddle Properties Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
   
31.2
Certification of the Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
   
32
Certification of the Chief Executive Officer and Chief Financial Officer of Urstadt Biddle Properties Inc. pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
   
101
The following materials from Urstadt Biddle Properties Inc.'s Quarterly Report on Form 10-Q for the quarter ended January 31, 2018, formatted in XBRL (Extensible Business Reporting Language): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income (4) the Consolidated Statements of Cash Flows, (5) the Consolidated Statement of Stockholders' Equity, and (6) Notes to Consolidated Financial Statements that have been detail tagged.
   
 
#  Management contract, compensation plan arrangement
   
   * Filed herewith

25

Index
S I G N A T U R E S



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
URSTADT BIDDLE PROPERTIES INC.
 
 (Registrant)
   
 
By: /s/ Willing L. Biddle
 
Willing L. Biddle
 
Chief Executive Officer
 
(Principal Executive Officer)
   
 
By: /s/ John T. Hayes
 
John T. Hayes
 
Senior Vice President &
 
Chief Financial Officer
 
(Principal Financial Officer
Dated: March 9, 2018
and Principal Accounting Officer


26
(Back To Top)

Section 2: EX-10.14 (EXHIBIT 10.14 CHANGE IN CONTROL AGREEMENT BETWEEN THE COMPANY AND MIYUN SUNG)

 

EXHIBIT 10.14

CHANGE IN CONTROL AGREEMENT



Ther Agreement is dated as of June 7, 2016 between Urstadt Biddle Properties Inc. ("Company") and Miyun Sung ("Employee").

The Employee is currently employed by the Company and the Employee's services are valued by the Company.

The Company recognizes that the possibility of a Change in Control (as defined in Appendix A hereto) of the Company may result in the departure or distraction of the Employee, to the detriment of the Company and its shareholders.

The Company wishes to assure the Employee of fair severance should her employment terminate in certain specified circumstances following a Change in Control.

In consideration of the Employee's continued employment by the Company, and for other good and valuable consideration, the parties hereto hereby agree as follows:


1.
Termination Benefits. If the employment of the Employee is terminated by the Employee for Good Reason or by the Company for any reason other than for Cause, within 18 months following a Change in Control,
 
(a)
the Company shall pay Employee an amount equal to 12 months of Employee's rate of base salary (exclusive of any bonus or other benefit) in effect at the date of the Change in Control.  Such amount shall be payable in cash in a lump sum within 45 days after such termination; and
 
(b)
the Company shall continue in force and effect for 12 months after termination (the "Continuation of Benefits Period") and at the same level and for the benefit of the Employee's family, where applicable, all life insurance, disability, medical and other benefit programs or arrangements in which the Employee is participating or to which the Employee is entitled at the date of the Change in Control, provided that the Employee's continued participation is possible under such programs and arrangements. In the event that such continued participation is not possible, the Company shall arrange to provide the Employee with benefits similar to those which Employee would be entitled to receive under such programs and arrangements or, if the Company determines that it is impracticable to provide such similar benefits for tax or other reasons, the Company shall provide the Employee with a lump sum cash payment within 45 days of such termination in an amount equal to the cost to the Employee to purchase such benefits on her own, as determined by the Company. Without limiting the foregoing, the benefits continuation shall include a lump sum cash payment to the Employee within 45 days of such termination in lieu of Company contributions on behalf of the Employee under the Urstadt Biddle Properties Inc. Profit Sharing and Savings Plan. The amount of such payment shall be the product of (i) the number of months in the Continuation of Benefits Period and (ii) 1/12 of 5% (or such other percentage reflected in the Company's most recent annual contribution determined prior to the Change in Control) times the Employee's annual salary rate in effect immediately prior to the termination date or, if greater, the Employee's annual salary rate in effect immediately prior to the Change in Control.

Payments under ther Section 1 shall be reduced to the extent, but only to the extent, necessary to provide that no "payment in the nature of compensation" to (or for the benefit of) the Employee which is "contingent" on the Change in Control would fail to be deductible for federal income tax purposes by reason of section 280G of the Internal Revenue Code of 1986, as amended (the "Code").  As used in ther Section, the words "payment in the nature of compensation" and "contingent" shall be construed and applied in a manner consistent with the meaning of those words under section 280G of the Code and regulations thereunder. The determination as to whether and to what extent a reduction in payments under ther Section 1 is necessary to avoid the non-deductibility of any payment under section 280G of the Code shall be made at the Company's expense by PKF O'Connor Davies, a division of O'Connor Davies, LLP, certified public accountants ("PKF"), or by such other certified public accounting firm as the Compensation Committee of the directors may designate prior to a Change in Control.  In the event of any underpayment or overpayment under ther Section 1, as determined by PKF (or such other firm as may have been designated in accordance with the preceding sentence), the amount of such underpayment or overpayment shall forthwith be paid to the Employee or refunded to the Company, as the case may be, with interest at the applicable federal rate provided for in section 7872(f)(2) of the Code.

2.
Definitions. The definitions in Appendix A are hereby incorporated in ther Agreement.
 
3.
No Duty to Mitigate Damages. The Employee's benefits under ther Agreement shall be considered severance pay in consideration of her past service and her continued service from the date of ther Agreement, and her entitlement thereto shall neither be governed by any duty to mitigate her damages by seeking further employment nor offset by any compensation which she may receive from future employment.
 
4.
Withholding. Anything herein to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Employee shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.  Provisions with respect to the potential applicability of Section 409A are set forth in Appendix B hereto.
 
5.
Legal Fees and Expenses; Interest. The Company shall pay all reasonable legal fees and expenses incurred by the Employee in successfully obtaining any right or benefit to which the Employee is entitled under ther Agreement.  Any amount payable under ther Agreement that is not paid when due shall accrue interest at the prime rate as from time to time in effect at The Bank of New York Mellon, until paid in full.
 
6.
Arbitration. Any dispute or controversy arising under or in connection with ther Agreement shall be settled exclusively by arbitration in New York City in accordance with the rules of the American Arbitration Association then in effect. The parties shall attempt to select a mutually agreeable arbitrator who shall promptly convene a hearing to resolve submitted disputes.  If the parties are unable to agree upon such an arbitrator within 20 days from initial contact, the American Arbitration Association shall be requested by either party to submit a list of at least seven arbitrators from which the parties shall attempt to select one by agreement.  In the event they do not so agree, they shall alternately strike names from ther list beginning with the Employee, until a single name remains. The remaining person shall be appointed to hear and decide the parties' disputes, drawing her authority and the bases for decision from ther Agreement.  The arbitrator will resolve all submitted matters in a written decision with expedition.  Judgment may be entered on the arbitrator's award in any court having jurisdiction.
 
 
7.
Notices. All notices shall be in writing and shall be deemed given five days after mailing in the continental United States by certified mail, or upon personal receipt after delivery, facsimile or telegram, to the party entitled thereto at the address stated below or to such changed address as the addressee may have given by a similar notice:
 
   
To the Company:

Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, CT 06830

To the Employee:

At her home address,
as last shown on the
records of the Company

8.
Severability. In the event that any provision of ther Agreement shall be determined to be invalid or unenforceable, such provision shall be enforceable in any other jurisdiction in which valid and enforceable and in any event the remaining provisions hereof shall remain in full force and effect to the fullest extent permitted by law.
 
9.
Binding Agreement. Ther Agreement shall be binding upon and inure to the benefit of the parties and be enforceable by the Employee's personal or legal representatives or successors.  If the Employee dies while any amounts would still be payable to her hereunder, such amounts shall be paid to the Employee's estate. Ther Agreement shall not otherwise be assignable by the Employee.
 
10.
Successors. Ther Agreement shall inure to and be binding upon the Company's successors. The Company will require any successor to all or substantially all of the businesses and/or assets of the Company by sale, merger (where the Company is not the surviving entity), lease or otherwise, to assume expressly ther Agreement.  If the Company shall not obtain such agreement prior to the effectiveness of any such succession, the Employee shall have all rights resulting from termination of the Employee's employment under ther Agreement.  Ther Agreement shall not otherwise be assignable by the Company.
 
11.
Amendment or Modification; Waiver. Ther Agreement may not be amended unless agreed to in writing by the Employee and the Company.  No waiver by either party of any breach of ther Agreement shall be deemed a waiver of a subsequent breach.
 
12.
Continued Employment. Ther Agreement shall not confer upon the Employee any right of continued or future employment by the Company or any right to compensation or benefits from the Company except the right specifically stated herein to certain severance benefits, and shall not limit the right of the Company to terminate the Employee's employment at any time, except as may be otherwise provided in a written employment agreement between the Company and the Employee.
 
13.
Governing Law. The validity, interpretation, performance and enforcement of ther Agreement shall be governed by the laws of the State of New York notwithstanding that the Company's principal offices and the Employee's legal residence are in the State of Connecticut.
 
14.
Liability of Shareholders. Ther Agreement is executed by or on behalf of the directors of the Company solely in their capacity as such directors, and shall not constitute their personal obligation either jointly or severally in their individual capacities.  The shareholders, directors, officers or agents of the Company shall not be personally liable for any obligations of the Company under ther Agreement and all parties hereto shall look solely to the property of the Company for the payment of any claim hereunder.
 
15.
Entire Agreement. Ther Agreement, including the attached Appendices, represents the entire agreement between the parties concerning the subject matter of payment of severance upon the Employee's termination of employment following a Change in Control of the Company and supersedes and incorporates any and all prior agreements, both written or oral.
 

IN WITNESS WHEREOF the parties have duly executed the Agreement as of the above date.

EMPLOYEE:


     /s/ Miyun Sung
     Miyun Sung


COMPANY:
Urstadt Biddle Properties Inc.



By: /s/ Willing L. Biddle
      Willing L. Biddle
      President




APPENDIX A TO CHANGE IN CONTROL AGREEMENT


"Change in Control" shall mean the occurrence of any one of the following events:

(a)
any Person other than an "Exempted Person" becomes the owner of Common Shares which represent more than 20% of the combined voting power of the Common Shares outstanding and thereafter individuals who were not directors of the Company prior to the date such Person became a 20% owner are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the directors; or
 
 
(b)
there occurs a change in control of the Company of a nature that would be required to be reported in response to Item 5.01 of Form 8-K pursuant to Section 13 or 15 under the Securities Exchange Act of 1934 ("Exchange Act"), or in any other filing by the Company with the Securities and Exchange Commission (the "Commission"); or
 
 
(c)
there occurs any solicitation of proxies by or on behalf of any Person other than the directors of the Company and thereafter individuals who were not directors prior to the commencement of such solicitation are elected as directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the directors.
 
 
(d)
the Company executes an agreement of acquisition, merger or consolidation which contemplates that (i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another corporation or other entity and (ii) individuals who are directors of the Company when such agreement is executed shall not constitute a majority of the board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, for purposes of ther paragraph (d) that if such agreement requires as a condition precedent approval by the Company's shareholders of the agreement or transaction, a Change in Control shall not be deemed to have taken place unless and until such approval is secured.
 

"Common Shares" shall mean all shares of the then outstanding Common stock and Class A Common stock of the Company plus, for purposes of determining the ownership of any Person, the number of unissued Common Shares which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.

"Exempted Person" shall mean: (i) Charles J. Urstadt; (ii) any Urstadt Family Member (as hereinafter defined); (iii) any executor, administrator, trustee or personal representative who succeeds to the estate of Charles J. Urstadt or an Urstadt Family Member as a result of the death of such individual, acting in their capacity as an executor, administrator, trustee or personal representative with respect to any such estate; (iv) a trustee, guardian or custodian holding property for the primary benefit of Charles J. Urstadt or an Urstadt Family Member; (v) any corporation, partnership, limited liability company or other business organization that is directly or indirectly controlled by one or more persons or entities described in clauses (i) through (iv) hereof and is not controlled by any other person or entity; and (vi) any charitable foundation, trust or other not-for-profit organization for which one or more persons or entities described in clauses (i) through (v) hereof controls the investment and voting decisions in respect of any interest in the Company held by such organization.   For sake of clarity with respect to clause (v) above, "control" includes the power to control the investment and voting decisions of any such corporation, partnership, limited liability
company or other business organization.

For purposes of ther definition, the term "Urstadt Family Member" shall mean and include the spouse of Charles J. Urstadt, the descendants of the parents of Charles J. Urstadt, the descendants of the parents of the spouse of Charles J. Urstadt, the spouses of any such descendant and the descendants of the parents of any spouse of a child of Charles J. Urstadt.  For ther purpose, an individual's "spouse" includes the widow or widower of such individual, and an individual's "descendants" includes biological descendants and persons deriving their status as descendants by adoption.

"Person" shall have the meaning used in Section 13(d) of the Exchange Act, as in effect on October 31, 2008.  A Person shall be deemed to be the "owner" of any Common Shares:


(a)
 of which such Person would be the "beneficial owner", as such term is defined in Rule 13d-3 promulgated by the Commission under the Exchange Act, as in effect on October 31, 2013; or
 
(b)
 of which such Person would be the "beneficial owner", as such term is defined under Section 16 of the Exchange Act and the rules of the Commission promulgated thereunder, as in effect on October 31, 2013; or
 
(c)
 which such Person or any of its Affiliates or Associates (as such terms are defined in Rule 12b-2 promulgated by the Commission under the Exchange Act, as in effect on October 31, 2013), has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise.
 
Termination for "Cause" shall mean termination of the Employee's employment by the Company because of dishonesty, conviction of a felony, gross neglect of duties (other than as a result of disability or death), or conflict of interest (other than any conflict of interest which has been fully disclosed to the directors and has been determined by them not to be material), which, in the case of gross neglect or conflict, shall continue for 30 days after the Company gives written notice to the Employee requesting the cessation of such gross neglect or conflict, as the case may be.

Termination for "Good Reason" shall have the following meanings:

Termination for "Good Reason" shall mean the voluntary termination by the Employee of her employment within 180 days following the occurrence of any of the events listed below by written notice (setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason) given within ninety (90) days after the occurrence, without the Employee's express consent, of any one of such events unless they are fully corrected within 30 days after receipt of notice thereof:

(a)
a change in the Employee's authority, duties or responsibilities which represent a material diminution in her authority, duties or responsibilities immediately prior to a Change in Control; or a change in the authority, duties or responsibilities of the person to whom the Employee reports (including, if applicable, requiring the Employee to report to an officer or employee instead of the board of directors) which represents a material diminution of such person's authority, duties or responsibilities immediately prior to a Change in Control;

(b)
a material reduction in the Employee's base salary for any fiscal year below the level of Employee's base salary in the completed fiscal year immediately preceding the Change in Control;
 
 
(c)
any relocation of the Employee outside a 50 mile radius of the Employee's work site on the date hereof; or
 
(d)
any other material breach by the Company of any provision of ther Agreement.





APPENDIX B TO CHANGE IN CONTROL AGREEMENT:  SECTION 409A



Anything in ther Change in Control Agreement to the contrary notwithstanding:



(A)            The parties intend that all payments and benefits under ther Agreement shall be exempt from, or comply with, Section 409A of the Code and the regulations promulgated thereunder (collectively "Section 409A") and, accordingly, to the maximum extent permitted by law, ther Agreement shall be interpreted in a manner that achieves such intention.  Although the Company intends to administer ther Agreement so that it will be exempt from, or comply with, the requirements of Code Section 409A, the Company does not represent or warrant that ther Agreement will be exempt from, or otherwise comply with, Code Section 409A or any other provision of applicable law.

(B)            No amount of nonqualified deferred compensation under Section 409A shall be payable to Employee upon a termination of her employment unless such termination constitutes a "separation from service" with the Company under Section 409A.  To the maximum extent permitted by applicable law, amounts payable to Employee shall be made in reliance upon the exception for certain involuntary terminations under a separation pay plan or as a short-term deferral under Section 409A.  For purposes of Section 409A, Employee's right to receive installment payments pursuant to ther Agreement shall be treated as a right to receive a series of separate and distinct payments.  Whenever a payment under ther Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.
(C)            If any payment, compensation or other benefit provided to the Employee in connection with her employment termination (other than termination on account of Employee's death) is determined, in whole or in part, to constitute "nonqualified deferred compensation" within the meaning of Section 409A and the Employee is a "specified employee" as defined in Section 409A(2)(B)(i) thereof, no part of such payments shall be paid before the day that is six (6) months plus one (1) day after the date of termination (the "New Payment Date").  The aggregate of any payments that otherwise would have been paid to the Employee during the period between the date of termination and the New Payment Date shall be paid to the Employee in a lump sum on such New Payment Date.  Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of ther Agreement.
(D)            To the extent that reimbursements or other in-kind benefits under ther Agreement constitute nonqualified deferred compensation, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.











(Back To Top)

Section 3: EX-10.15 (FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT, DATED AUGUST 23, 2016, BY AND AMONG THE COMPANY, THE BANK OF NEW YORK MELLON, AS ADMINISTRATIVE AGENT, AND BMO CAPITAL MARKETS, AS CO-SYNDICATION AGENT, AND WELLS FARGO BANK, N.A., AS CO-SYNDIC)

 
EXHIBIT 10.15

FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT  (the "Amendment") is made and entered into as of February ___, 2018, among URSTADT BIDDLE PROPERTIES INC., a Maryland corporation (the "Borrower"), THE BANK OF NEW YORK MELLON, as administrative agent for the Lenders (in such capacity, the "Agent") and the financial institutions listed on the signature pages hereof (who, together with the Agent, in its capacity as a lender, are, collectively, the "Lenders").

RECITALS:
A. The Borrowers, the Agent and each of the Lenders entered into that certain Amended and Restated Credit Agreement dated as of August 23, 2016 (the "Credit Agreement"; capitalized terms used in this Amendment which are not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement); and
B. Subject to the terms of this Amendment, the Borrower, the Lenders and the Agent have agreed to amend the Credit Agreement as more particularly hereinafter set forth.
NOW, THEREFORE, for and in consideration of the mutual promises and mutual agreements contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:
1. Amendment to Section 4.11 of the Credit Agreement (Federal Reserve Regulations; Use of Loan Proceeds).  Section 4.11 of the Credit Agreement is hereby amended to delete said Section in its entirety and to substitute therefor the following new Section 4.11 in place thereof:
(a)
4.11 Federal Reserve Regulations; Use of Loan Proceeds.
Neither the Borrower nor any Subsidiary of the Borrower is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock.  No part of the proceeds of the Loans or the Letters of Credit will be used to purchase or carry Margin Stock or for a purpose which violates any law, rule or regulation of any Governmental Authority, including, without limitation, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System, as amended.  Margin Stock shall at all times constitute less than 25% of the assets of the Borrower and its Subsidiaries.  Borrower shall not request any Loan and Borrower shall not use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of the Loans (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such activities, businesses or transactions would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, or (c)  in any manner that would result in the violation of any Sanctions applicable to any party hereto.

2. Amendment to Section 8.4 of the Credit Agreement (Investments, Loans, Etc.).  Subsection (l) of Section 8.4 of the Credit Agreement is hereby amended to delete the number "$1,000,000" therein and substitute in its place the number "$7,000,000".
3. Effectiveness. This Amendment shall be effective as of the date hereof, subject to the satisfaction of the following conditions:
(a) The execution of this Amendment by the Borrowers, the Agent and the Lenders and the delivery of a fully executed counterpart thereof to the Agent; and
(b) Receipt by the Agent of any other documents that the Agent may reasonably request with respect to any matter relevant to this Amendment or the transactions contemplated hereby.
(c)  The Agent shall confirm to the Borrower and the Lenders the effectiveness of this Amendment.
4. Miscellaneous.  The Borrowers represent, warrant and agree as follows:
(a) All representations and warranties of the Borrower in the Loan Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof and the effective date of this Amendment.
(b) Borrower has undertaken and completed all corporate and legal proceedings required for the execution and delivery of this Amendment.
(c) All terms, provisions and conditions of the Credit Agreement and the other Loan Documents shall continue in full force and effect and each of the Loan Documents shall remain enforceable and binding in accordance with its terms.  The Borrower further ratify, affirm and confirm the terms of the Loan Documents, and agrees that all references to the Credit Agreement contained therein are intended to mean the Credit Agreement, as amended by this Amendment.
(d) The Borrower shall pay the reasonable fees of the Agent incurred by it in connection with this Amendment.
5. Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
6. Counterparts.  This Amendment may be executed in any number of counterparts, all of which when taken together shall constitute one and the same document, and each party hereto may execute this Amendment by signing any of such counterparts.

[Remainder of Page is Intentionally Blank]


IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment to Amended and Restated Credit Agreement as of the date first above written.


URSTADT BIDDLE PROPERTIES INC.

By: /s/ John T. Hayes
John T. Hayes
Senior Vice President and
Chief Financial Officer


THE BANK OF NEW YORK MELLON
as Agent and a Lender
By: /s/ Carol Murray
Print Name: Carol Murray
Title: Managing Director




WELLS FARGO BANK, N. A.
as Co-Syndication Agent and a Lender


By: /s/ Robert E. Deignan
Name: Robert E. Deignan
Title: SVP

BANK OF MONTREAL, CHICAGO
as Co-Syndication Agent and a Lender


By: /s/ Gwendolyn Gatz
Name: Gwendolyn Gatz
Title: Director

(Back To Top)

Section 4: EX-31.1 (EXHIBIT 31.1 WLB CERTIFICATION)

 
EXHIBIT 31.1
Certification

I, Willing L. Biddle, certify that:

1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended January 31, 2018 of Urstadt Biddle Properties Inc;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on our evaluation; and

d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 9, 2018
 /s/ Willing L. Biddle
 
Willing L. Biddle
 
President and
 
Chief Executive Officer

(Back To Top)

Section 5: EX-31.2 (EXHIBIT 31.2 JTH CERTIFICATION)

 
EXHIBIT 31.2
Certification

I, John T. Hayes, certify that:

1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended January 31, 2018 of Urstadt Biddle Properties Inc;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on our evaluation; and

d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 9, 2018
 /s/ John T. Hayes
 
John T. Hayes
 
Senior Vice President and
 
Chief Financial Officer

(Back To Top)

Section 6: EX-32 (EXHIBIT 32 WLB/JTH CERTIFICATION)

 
EXHIBIT 32


Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
with Respect to the Quarterly Report on Form 10-Q
for the Quarter Ended January 31, 2018
of Urstadt Biddle Properties Inc.

 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, chapter 63 of title 18, United  States Code), each of the undersigned officers of Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"), does  hereby certify, to the best of such officer's knowledge, that:

1.
The Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2018 (the "Form 10-Q") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and

2.
Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:
March 9, 2018
 /s/ Willing L. Biddle
 
 
Willing L. Biddle
 
 
President and
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 
 
Dated:
March 9, 2018
 /s/ John T. Hayes
 
 
John T. Hayes
 
 
Senior Vice President and
 
 
Chief Financial Officer


The certification set forth above is being furnished as an Exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Form 10-Q or as a separate disclosure document of the Company or the certifying officers.


(Back To Top)