UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended October 31, 2017

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

For the transition period from _____ to _____

Commission File No. 1-12803


URSTADT BIDDLE PROPERTIES INC.
(Exact name of registrant as specified 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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Name of each exchange on which registered
   
Common Stock, par value $.01 per share
New York Stock Exchange
   
Class A Common Stock, par value $.01 per share
New York Stock Exchange
   
6.75% Series G Cumulative Preferred Stock
New York Stock Exchange
   
6.25% Series H Cumulative Preferred Stock
New York Stock Exchange
   
Preferred Share Purchase Rights
New York Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act:  None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act.
Yes ☐
No ☒

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 Web site, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act (Check one):

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 Act).
Yes  ☐
No ☒

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of April 30, 2017 (price at which the common equity was last sold as of the last business day of the Registrant's most recently completed second fiscal quarter): Common Shares, par value $.01 per share, $37,629,126; Class A Common Shares, par value $.01 per share, $574,864,298.

Indicate the number of shares outstanding of each of the Registrant's classes of Common Stock and Class A Common Stock, as of January 4, 2018 (latest date practicable): 9,817,478 Common Shares, par value $.01 per share, and 28,831,544 Class A Common Shares, par value $.01 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement for Annual Meeting of Stockholders to be held on March 21, 2018 (certain parts as indicated herein) (Part III).

TABLE OF CONTENTS

Item No.
  
Page No.
 
PART I
  
     
1.
  1
     
1A.
  3
     
1B.
  7
     
2.
  8
     
3.
  10
     
4.
  10
     
 
PART II
  
     
5.
  11
     
6.
  12
     
7.
  13
     
7A.
  22
     
8.
  23
     
9.
  23
     
9A.
  23
     
9B.
  26
     
 
PART III
  
     
10.
  27
     
11.
  27
     
12.
  27
     
13.
  27
     
14.
  27
     
 
PART IV
  
     
 28
     
   57, 58

 
PART I

Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K of Urstadt Biddle Properties Inc. (the "Company") 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 this Annual Report on Form 10-K under Item 1A. Risk Factors and in the other reports filed by the Company with the Securities and Exchange Commission (the "SEC").

Item 1.                          Business.

Organization

We are a real estate investment trust, organized as a Maryland corporation, engaged in the acquisition, ownership and management of commercial real estate. We were organized as an unincorporated business trust (the "Trust") under the laws of the Commonwealth of Massachusetts on July 7, 1969. In 1997, the shareholders of the Trust approved a plan of reorganization of the Trust from a Massachusetts business trust to a Maryland corporation.  As a result of the plan of reorganization, the Trust was merged with and into the Company, the separate existence of the Trust ceased, the Company was the surviving entity in the merger and each issued and outstanding common share of beneficial interest of the Trust was converted into one share of Common Stock, par value $.01 per share, of the Company.

Tax Status – Qualification as a Real Estate Investment Trust

We elected to be taxed as a real estate investment trust ("REIT") under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the "Code"), beginning with its taxable year ended October 31, 1970.  Pursuant to such provisions of the Code, a REIT which distributes at least 90% of its real estate investment trust taxable income to its shareholders each year and which meets certain other conditions regarding the nature of its income and assets will not be taxed on that portion of its taxable income which is distributed to its shareholders.  Although we believe that we qualify as a real estate investment trust for federal income tax purposes, no assurance can be given that we will continue to qualify as a REIT.

Description of Business

Our business is the ownership of real estate investments, which consist principally of investments in income-producing properties, with primary emphasis on neighborhood and community shopping centers in the metropolitan New York tri-state area outside of the City of New York.  We believe that our geographic focus allows us to take advantage of the strong demographic profiles of the areas that surround the City of New York and the natural barriers to entry that such density and limitations on developable land provide.  We also believe that our ability to directly operate and manage all of our properties within the tri-state area reduces overhead costs and affords us efficiencies that a more dispersed portfolio would make difficult.

At October 31, 2017, the Company owned or had equity interests in 81 properties comprised of neighborhood and community shopping centers, office buildings, single tenant retail or restaurant properties and office/retail mixed use properties located in four states, containing a total of 5.1 million square feet of gross leasable area ("GLA").  We seek to identify desirable properties, typically neighborhood and community shopping centers, for acquisition, which we acquire in the normal course of business.  In addition, we regularly review our portfolio and, from time to time, may sell certain of our properties.  For a description of the Company's properties and information about the carrying amount of the properties at October 31 2017 and encumbrances, see Item 2. Properties and Schedule III located in Item 15.

We do not consider our real estate business to be seasonal in nature.

Growth Strategy

Our long-term growth strategy is to increase cash flow, and consequently the value of our properties, through strategic re-leasing, renovations and expansions of our existing properties and selective acquisitions of income-producing properties, primarily neighborhood and community shopping centers, in our targeted geographic region.  We may also invest in other types of real estate in our targeted geographic region. Key elements of our growth strategy and operating objectives 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;

•
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, ample liquidity and diverse sources of capital; 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.

Renovations and Expansions

We invest in properties where cost effective renovation and expansion programs, combined with effective leasing and operating strategies, can improve the properties' values and economic returns.  Retail properties are typically adaptable for varied tenant layouts and can be reconfigured to accommodate new tenants or the changing space needs of existing tenants.  We also seek to leverage existing shopping center assets through pad site development.  In determining whether to proceed with a renovation, expansion or pad, we consider both the cost of such expansion or renovation and the increase in rent attributable to such expansion or renovation.  We believe that certain of our properties provide opportunities for future renovation and expansion.  We generally do not engage in ground-up development projects.

Acquisitions and Dispositions

When evaluating potential acquisitions, we consider such factors as (i) economic, demographic, and regulatory conditions in the property's local and regional market; (ii) the location, construction quality, and design of the property; (iii) the current and projected cash flow of the property and the potential to increase cash flow; (iv) the potential for capital appreciation of the property; (v) the terms of tenant leases, including the relationship between the property's current rents and market rents and the ability to increase rents upon lease rollover; (vi) the occupancy and demand by tenants for properties of a similar type in the market area; (vii) the potential to complete a strategic renovation, expansion or re-tenanting of the property; (viii) the property's current expense structure and the potential to increase operating margins; (ix) competition from comparable properties in the market area; and (x) vulnerability of the property's tenants to competition from e-commerce.

We may, from time to time, enter into arrangements for the acquisition of properties with property owners through the issuance of non-managing member units or partnership units in these joint venture entities that we control, which we refer to as our DownREIT entities. The limited partners and non-managing members of each of these joint ventures are entitled to receive annual or quarterly cash distributions payable from available cash of the joint venture.  The limited partners and non-managing members of these joint ventures have the right to require the Company to repurchase or redeem all or a portion of their limited partner or non-managing member interests for cash or Class A Common Stock of the Company, at our election, at prices and on terms set forth in the partnership or operating agreements.  We also have the right to redeem all or a portion of the limited partner and non-managing member interests for cash or Class A Common Stock of the Company, at our election, under certain circumstances, at prices and on terms set forth in the partnership or operating agreements.   We believe that this acquisition method may permit us to acquire properties from property owners wishing to enter into tax-deferred transactions.

From time to time, we selectively dispose of underperforming properties and re-deploy the proceeds into potentially higher performing properties that meet our acquisition criteria.

1
Leasing Results

At October 31, 2017, our properties collectively had 947 leases with tenants providing a wide range of products and services.  Tenants include regional supermarkets, national and regional discount department stores, other local retailers and office tenants.  At October 31, 2017 the 74 consolidated properties were 92.7% leased and 91.0% occupied (see Results of Operations discussion in Item 7).  At October 31, 2017, we had equity investments in seven properties which we do not consolidate; those properties were 97.7% leased.  We believe the properties are adequately covered by property and liability insurance.

A substantial portion of our operating lease income is derived from tenants under leases with terms greater than one year.  Most of the leases provide for the payment of monthly fixed base rentals and for the payment by the tenant of a pro-rata share of the real estate taxes, insurance, utilities and common area maintenance expenses incurred in operating the properties.

For the fiscal year ended October 31, 2017, no single tenant comprised more than 9.9% of the total annual base rents of our properties. The following table sets forth a schedule of our ten largest tenants by percent of total annual base rent of our properties to total annual base rent for the year ended October 31, 2017.

Tenant
  
Number
of Stores
    
% of Total Annual
Base Rent of Properties
  
Stop & Shop
    
8
      
9.9
%
CVS
    
10
      
5.4
%
The TJX Companies
    
6
      
3.4
%
Bed Bath & Beyond
    
3
      
2.9
%
Acme
    
4
      
2.7
%
ShopRite
    
3
      
1.8
%
Staples
    
3
      
1.4
%
BJ's
    
2
      
1.4
%
Rite Aid
    
4
      
1.3
%
DSW
    
2
      
1.1
%
     
45
      
31.3
%

See Item 2. Properties for a complete list of the Company's properties.

The Company's single largest real estate investment is its 100% ownership of the general and limited partnership interests in the Ridgeway Shopping Center ("Ridgeway").

Ridgeway is located in Stamford, Connecticut and was developed in the 1950s and redeveloped in the mid-1990s. 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. For the year ended October 31, 2017, Ridgeway revenues represented approximately 11.2% of the Company's total revenues and approximately 7.2% of the Company's total assets at October 31, 2017. As of October 31, 2017, Ridgeway was 97% leased. The property's largest tenants (by base rent) are:  The Stop & Shop Supermarket Company (19%), Bed, Bath & Beyond (14%) and Marshall's Inc., a division of the TJX Companies (11%).  No other tenant accounts for more than 10% of Ridgeway's annual base rents.

The following table sets forth a schedule of the annual lease expirations for retail leases at Ridgeway as of October 31, 2017 for each of the next ten years and thereafter (assuming that no tenants exercise renewal or cancellation options and that there are no tenant bankruptcies or other tenant defaults):

Year of Expiration
  
Number of
Leases Expiring
    
Square Footage
of Expiring Leases
    
Minimum
Base Rentals
    
Percentage of
Total Annual
Base Rent that is
Represented by
the Expiring Leases
  
2018
    
9
      
32,600
    
$
1,438,800
      
11.3
%
2019
    
3
      
14,600
      
431,900
      
3.3
%
2020
    
4
      
34,800
      
637,700
      
4.9
%
2021
    
4
      
44,800
      
994,700
      
7.7
%
2022
    
3
      
93,100
      
5,197,700
      
40.3
%
2023
    
6
      
92,200
      
2,583,300
      
20.0
%
2024
    
-
      
-
      
-
      
0.0
%
2025
    
-
      
-
      
-
      
0.0
%
2026
    
2
      
10,300
      
363,700
      
2.8
%
2027
    
2
      
5,000
      
135,600
      
1.1
%
Thereafter
    
1
      
33,800
      
1,115,700
      
8.6
%
Total
    
34
      
361,200
    
$
12,899,100
      
100
%

For further financial information about our only reportable operating segment, Ridgeway, see note 1 of our financial statements in Item 8 included in this Annual Report on Form 10-K.

Financing Strategy

We intend to continue to finance acquisitions and property improvements and/or expansions with the most advantageous sources of capital which we believe are available to us at the time, and which may include the sale of common or preferred equity through public offerings or private placements, the incurrence of additional indebtedness through secured or unsecured borrowings, investments in real estate joint ventures and the reinvestment of proceeds from the disposition of assets.  Our financing strategy is to maintain a strong and flexible financial position by (i) maintaining a prudent level of leverage, and (ii) minimizing our exposure to interest rate risk represented by floating rate debt.

Compliance with Governmental Regulations

We, like others in the commercial real estate industry, are subject to numerous environmental laws and regulations.  We may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under our properties, as well as certain other potential costs relating to hazardous or toxic substances (including government fines and penalties and damages for injuries to persons and adjacent property).  These laws may impose liability without regard to whether we knew of, or were responsible for, the presence or disposal of those substances.  This liability may be imposed on us in connection with the activities of an operator of, or tenant at, the property.  The cost of any required remediation, removal, fines or personal or property damages and our liability therefore could exceed the value of the property and/or our aggregate assets.  In addition, the presence of those substances, or the failure to properly dispose of or remove those substances, may adversely affect our ability to sell or rent that property or to borrow using that property as collateral, which, in turn, would reduce our revenues and ability to make distributions.

Our existing properties, as well as properties we may acquire, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990.  The requirements of this Act, or of other federal, state or local laws or regulations, also may change in the future and restrict further renovations of our properties with respect to access for disabled persons. Future compliance with the Americans with Disabilities Act of 1990 and similar regulations may require expensive changes to the properties.

Competition

The real estate investment business is highly competitive.  We compete for real estate investments with investors of all types, including domestic and foreign corporations, financial institutions, other real estate investment trusts, real estate funds, individuals and privately owned companies.  In addition, our properties are subject to local competition from the surrounding areas.  Our shopping centers compete for tenants with other regional, community or neighborhood shopping centers in the respective areas where our retail properties are located.  In addition, the retail industry is seeing greater competition from internet retailers who may not need to establish "brick and mortar" retail locations for their businesses. This reduces the demand for traditional retail space in shopping centers like ours and other grocery-anchored shopping center properties.  Our office buildings compete for tenants principally with office buildings throughout the respective areas in which they are located.  Leasing decisions are generally determined by prospective tenants on the basis of, among other things, rental rates, location, and the physical quality of the property and availability of space.

Property Management

We actively manage and supervise the operations and leasing of all of our properties.

Employees

Our executive offices are located at 321 Railroad Avenue, Greenwich, Connecticut.  We have 51 employees and believe that our relationship with employees is good.

Company Website

All of the Company's filings with the SEC, including the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available free of charge at the Company's website at www.ubproperties.com as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC.  These filings can also be accessed through the SEC's website at www.sec.gov.
2

Item 1A.                          Risk Factors

Risks Related to our Operations and Properties

There are risks relating to investments in real estate and the value of our property interests depends on conditions beyond our control.  Yields from our properties depend on their net income and capital appreciation.  Real property income and capital appreciation may be adversely affected by general and local economic conditions, neighborhood values, competitive overbuilding, zoning laws, weather, casualty losses and other factors beyond our control.  Since substantially all of our income is rental income from real property, our income and cash flow could be adversely affected if a large tenant is, or a significant number of tenants are, unable to pay rent or if available space cannot be rented on favorable terms.

Operating and other expenses of our properties, particularly significant expenses such as interest, real estate taxes and maintenance costs, generally do not decrease when income decreases and, even if revenues increase, operating and other expenses may increase faster than revenues.

We may be unable to sell properties when appropriate because real estate investments are illiquid.  Real estate investments generally cannot be sold quickly. In addition, there are some limitations under federal income tax laws applicable to real estate and to REITs in particular that may limit our ability to sell our assets. With respect to each of our five consolidated joint ventures, Ironbound, McLean, Orangeburg, UB High Ridge and Dumont, which we refer to as our DownREITs, we may not sell or transfer the contributed property through contractually agreed upon protection periods other than as part of a tax-deferred transaction under the Code or if the conditions exist which would give us the right to call all of the non-managing member units or partnership units, as applicable, following the death or dissolution of certain non-managing members or, in connection with the exercise of creditor's rights and remedies under the existing mortgage or any refinancing by the holder thereof (which will not constitute a violation of this restriction).  Because of these market, regulatory and contractual conditions, we may not be able to alter our portfolio promptly in response to changes in economic or other conditions. Our inability to respond quickly to adverse changes in the performance of our investments could have an adverse effect on our ability to meet our obligations and make distributions to our stockholders.

Our business strategy is mainly concentrated in one type of commercial property and in one geographic location.  Our primary investment focus is neighborhood and community shopping centers, with a concentration in the metropolitan New York tri-state area outside of the City of New York.  For the year ended October 31, 2017, approximately 92.9% of our total revenues were from properties located in this area. Various factors may adversely affect a shopping center's profitability.  These factors include circumstances that affect consumer spending, such as general economic conditions, economic business cycles, rates of employment, income growth, interest rates and general consumer sentiment, as well as weather patterns and natural disasters that could have a more significant localized effect in the areas where our properties are concentrated.  Changes to the real estate market in our focus areas, such as an increase in retail space or a decrease in demand for shopping center properties, could adversely affect operating results.  As a result, we may be exposed to greater risks than if our investment focus was based on more diversified types of properties and in more diversified geographic areas.

The Company's single largest real estate investment is its ownership of the Ridgeway Shopping Center ("Ridgeway") located in Stamford, Connecticut.  For the year ended October 31, 2017, Ridgeway revenues represented approximately 11.2% of the Company's total revenues and approximately 7.2% of the Company's total assets at October 31, 2017.  The loss of Ridgeway or a material decrease in revenues from Ridgeway could have a material adverse effect on the Company.

We are dependent on anchor tenants in many of our retail properties.  Most of our retail properties are dependent on a major or anchor tenant, often a supermarket anchor.  If we are unable to renew any lease we have with the anchor tenant at one of these properties upon expiration of the current lease on favorable terms, or to re-lease the space to another anchor tenant of similar or better quality upon departure of an existing anchor tenant on similar or better terms, we could experience material adverse consequences with respect to such property such as higher vacancy, re-leasing on less favorable economic terms, reduced net income, reduced funds from operations and reduced property values.  Vacated anchor space also could adversely affect a property because of the loss of the departed anchor tenant's customer drawing power.  Loss of customer drawing power also can occur through the exercise of the right that some anchors have to vacate and prevent re-tenanting by paying rent for the balance of the lease term.  In addition, vacated anchor space could, under certain circumstances, permit other tenants to pay a reduced rent or terminate their leases at the affected property, which could adversely affect the future income from such property.  There can be no assurance that our anchor tenants will renew their leases when they expire or will be willing to renew on similar economic terms.  See Item 1. Business in this Annual Report on Form 10-K for additional information on our ten largest tenants by percent of total annual base rent of our properties.

Similarly, if one or more of our anchor tenants goes bankrupt, we could experience material adverse consequences like those described above.  Under bankruptcy law, tenants have the right to reject their leases.  In the event a tenant exercises this right, the landlord generally may file a claim for a portion of its unpaid and future lost rent.  Actual amounts received in satisfaction of those claims, however, are typically very limited and will be subject to the tenant's final plan of reorganization and the availability of funds to pay its creditors.  In July 2015, The Great Atlantic and Pacific Tea Company ("A&P"), an anchor at nine of our shopping centers, filed for bankruptcy, resulting in lost rent, vacancies of various duration at several of our shopping centers and other negative consequences.  We can provide no assurance that we will not experience similar bankruptcies by other anchor tenants. See Item 7. Management's Discussion of Operations and Financial Condition in this Annual Report on Form 10-K for additional information.
 
We face potential difficulties or delays in renewing leases or re-leasing space.  We derive most of our income from rent received from our tenants.  Although substantially all of our properties currently have favorable occupancy rates, we cannot predict that current tenants will renew their leases upon expiration of their terms.  In addition, current tenants could attempt to terminate their leases prior to the scheduled expiration of such leases or might have difficulty in continuing to pay rent in full, if at all, in the event of a severe economic downturn.  If this occurs, we may not be able to promptly locate qualified replacement tenants and, as a result, we would lose a source of revenue while remaining responsible for the payment of our obligations.  Even if tenants decide to renew their leases, the terms of renewals or new leases, including the cost of required renovations or concessions to tenants, may be less favorable than current lease terms.

In some cases, our tenant leases contain provisions giving the tenant the exclusive right to sell particular types of merchandise or provide specific types of services within the particular retail center, or limit the ability of other tenants within the center to sell that merchandise or provide those services.  When re-leasing space after a vacancy in a center with one of these tenants, such provisions may limit the number and types of prospective tenants for the vacant space.  The failure to re-lease space or to re-lease space on satisfactory terms could adversely affect our results from operations.  Additionally, properties we may acquire in the future may not be fully leased and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with that property until the property is fully leased. As a result, our net income, funds from operations and ability to pay dividends to stockholders could be adversely affected.
 
We may acquire properties or acquire other real estate related companies, and this may create risks.  We may acquire properties or acquire other real estate related companies when we believe that an acquisition is consistent with our business strategies. We may not succeed in consummating desired acquisitions on time or within budget. When we do pursue a project or acquisition, we may not succeed in leasing newly acquired properties at rents sufficient to cover the costs of acquisition and operations. Acquisitions in new markets or industries where we do not have the same level of market knowledge may result in poorer than anticipated performance. We may also abandon acquisition opportunities that management has begun pursuing and consequently fail to recover expenses already incurred and will have devoted management's time to a matter not consummated. Furthermore, our acquisitions of new properties or companies will expose us to the liabilities of those properties or companies, some of which we may not be aware of at the time of the acquisition. In addition, redevelopment of our existing properties presents similar risks.

Newly acquired properties may have characteristics or deficiencies currently unknown to us that affect their value or revenue potential. It is also possible that the operating performance of these properties may decline under our management. As we acquire additional properties, we will be subject to risks associated with managing new properties, including lease-up and tenant retention. In addition, our ability to manage our growth effectively will require us to successfully integrate our new acquisitions into our existing management structure. We may not succeed with this integration or effectively manage additional properties, particularly in secondary markets. Also, newly acquired properties may not perform as expected.

3
Competition may adversely affect our ability to acquire new properties.  We compete for the purchase of commercial property with many entities, including other publicly traded REITs.  Many of our competitors have substantially greater financial resources than ours.  In addition, our competitors may be willing to accept lower returns on their investments.  If we are unable to successfully compete for the properties we have targeted for acquisition, we may not be able to meet our growth and investment objectives.  We may incur costs on unsuccessful acquisitions that we will not be able to recover.  The operating performance of our property acquisitions may also fall short of our expectations, which could adversely affect our financial performance.

Competition may limit our ability to generate sufficient income from tenants and may decrease the occupancy and rental rates for our properties. Our properties consist primarily of open-air shopping centers and other retail properties.  Our performance, therefore, is generally linked to economic conditions in the market for retail space.  In the future, the market for retail space could be adversely affected by:
•
weakness in the national, regional and local economies;
•
the adverse financial condition of some large retailing companies;
•
the impact of internet sales on the demand for retail space;
•
ongoing consolidation in the retail sector; and
•
the excess amount of retail space in a number of markets.
In addition, numerous commercial developers and real estate companies compete with us in seeking tenants for our existing properties.  If our competitors offer space at rental rates below our current rates or the market rates, we may lose current or potential tenants to other properties in our markets and we may need to reduce rental rates below our current rates in order to retain tenants upon expiration of their leases.  Increased competition for tenants may require us to make tenant and/or capital improvements to properties beyond those that we would otherwise have planned to make.  As a result, our results of operations and cash flow may be adversely affected. 

In addition, our tenants face increasing competition from internet commerce, outlet malls, discount retailers, warehouse clubs and other sources which could hinder our ability to attract and retain tenants and/or cause us to reduce rents at our properties, which could have an adverse effect on our results of operations and cash flows.  We may fail to anticipate the effects of changes in consumer buying practices, particularly of growing online sales and the resulting retailing practices and space needs of our tenants or a general downturn in our tenant's businesses, which may cause tenants to close their stores or default in payment of rent.

Property ownership through joint ventures could limit our control of those investments, restrict our ability to operate and finance the property on our terms, and reduce their expected return.  As of October 31, 2017, we owned seven of our operating properties through consolidated joint ventures and seven through unconsolidated joint ventures. Our joint ventures, and joint ventures we may enter into in the future, may involve risks not present with respect to our wholly-owned properties, including the following:
 
•
We may share decision-making authority with our joint venture partners regarding certain major decisions affecting the ownership or operation of the joint venture and the joint venture property, such as, but not limited to, (i) additional capital contribution requirements, (ii) obtaining, refinancing or paying off debt, and (iii) obtaining consent prior to the sale or transfer of our interest in the joint venture to a third party, which may prevent us from taking actions that are opposed by our joint venture partners;
•
Our joint venture partners may have business interests or goals with respect to the property that conflict with our business interests and goals, which could increase the likelihood of disputes regarding the ownership, management or disposition of the property;
•
Disputes may develop with our joint venture partners over decisions affecting the property or the joint venture, which may result in litigation or arbitration that would increase our expenses and distract our officers from focusing their time and effort on our business, disrupt the day-to-day operations of the property such as by delaying the implementation of important decisions until the conflict is resolved, and possibly force a sale of the property if the dispute cannot be resolved; and
•
The activities of a joint venture could adversely affect our ability to qualify as a REIT.

In addition, with respect to our five consolidated joint ventures, Ironbound, McLean, Orangeburg, UB High Ridge and Dumont, we have additional obligations to the limited partners and non-managing members and additional limitations on our activities with respect to those joint ventures.  The limited partners and non-managing members of each of these joint ventures are entitled to receive annual or quarterly cash distributions payable from available cash of the joint venture, with the Company required to provide such funds if the joint venture is unable to do so.  The limited partners and non-managing members of these joint ventures have the right to require the Company to repurchase all or a portion of their limited partner or non-managing member interests for cash or Class A Common Stock of the Company, at our election, at prices and on terms set forth in the partnership or operating agreements.  We also have the right to redeem all or a portion of the limited partner and non-managing member interests for cash or Class A Common Stock of the Company, at our election, under certain circumstances, at prices and on terms set forth in the partnership or operating agreements.  The right of these limited partners and non-managing members to put their equity interest to us could require us to expend cash, or issue Class A Common Stock of the REIT, at a time or under circumstances that are not desirable to us.

In addition, the partnership agreement or operating agreements with our partners in Ironbound, McLean, Orangeburg, UB High Ridge and Dumont include certain restrictions on our ability to sell the property and to pay off the mortgage debt on these properties before their maturity, although refinancings are generally permitted.  These restrictions could prevent us from taking advantage of favorable interest rate environments and limit our ability to best manage the debt on these properties.

Although we have historically used moderate levels of leverage, if we employed higher levels of leverage, it would result in increased risk of default on our obligations and in an increase in debt service requirements, which could adversely affect our financial condition and results of operations and our ability to pay dividends and make distributions. In addition, the viability of the interest rate hedges we use is subject to the strength of the counterparties.  We have incurred, and expect to continue to incur, indebtedness to advance our objectives. The only restrictions on the amount of indebtedness we may incur are certain contractual restrictions and financial covenants contained in our unsecured revolving credit agreement. Accordingly, we could become more highly leveraged, resulting in increased risk of default on our financial obligations and in an increase in debt service requirements. This, in turn, could adversely affect our financial condition, results of operations and our ability to make distributions.

Using debt to acquire properties, whether with recourse to us generally or only with respect to a particular property, creates an opportunity for increased return on our investment, but at the same time creates risks.  Our goal is to use debt to fund investments only when we believe it will enhance our risk-adjusted returns.  However, we cannot be sure that our use of leverage will prove to be beneficial.  Moreover, when our debt is secured by our assets, we can lose those assets through foreclosure if we do not meet our debt service obligations.  Incurring substantial debt may adversely affect our business and operating results by:

•
requiring us to use a substantial portion of our cash flow to pay interest and principal, which reduces the amount available for distributions, acquisitions and capital expenditures;
•
making us more vulnerable to economic and industry downturns and reducing our flexibility to respond to changing business and economic conditions;
•
requiring us to agree to less favorable terms, including higher interest rates, in order to incur additional debt, and otherwise limiting our ability to borrow for operations, working capital or to finance acquisitions in the future; or
•
limiting our flexibility in conducting our business, which may place us at a disadvantage compared to competitors with less debt or debt with less restrictive terms.

In addition, variable rate debt exposes us to changes in interest rates. Interest expense on our variable rate debt as of October 31, 2017 would increase by $40,000 annually for a 1% per annum increase in interest rates. This exposure would increase if we seek additional variable rate financing based on pricing and other commercial and financial terms.  We enter into interest rate hedging transactions, including interest rate swaps. There can be no guarantee that the future financial condition of these counterparties will enable them to fulfill their obligations under these agreements.

We are obligated to comply with financial and other covenants in our debt that could restrict our operating activities, and failure to comply could result in defaults that accelerate the payment under our debt.  Our mortgage notes payable contain customary covenants for such agreements including, among others, provisions:
•
restricting our ability to assign or further encumber the properties securing the debt; and
•
restricting our ability to enter into certain new leases or to amend or modify certain existing leases without obtaining consent of the lenders.

Our unsecured revolving credit agreement contains financial and other covenants which may limit our ability, without our lenders' consent, to engage in operating or financial activities that we may believe desirable.  Our unsecured revolving credit facility contains, among others, provisions restricting our ability to:
•
permit unsecured debt to exceed $400 million;
•
create certain liens;
•
increase our overall secured and unsecured borrowing beyond certain levels;
•
consolidate, merge or sell all or substantially all of our assets;
•
permit secured debt to be more than 40% of gross asset value, as defined in the agreement; and
        •      
permit unsecured indebtedness excluding preferred stock to exceed, 60% of eligible real estate asset value as defined in the agreement.
 
 
4
In addition, covenants included in our unsecured revolving credit facility (i) limit the amount of debt we may incur, excluding preferred stock, as a percentage of gross asset value, as defined in the agreement, to less than 60% (leverage ratio), (ii) require earnings before interest, taxes, depreciation and amortization to be at least 150% of fixed charges, (iii) require net operating income from unencumbered properties to be at least 200% of unsecured interest expenses, (iv) require not more than 15% of gross asset value and unencumbered asset pool, each term as defined in the agreement, to be attributable to the Company's pro rata share of the value of unencumbered properties owned by non-wholly owned subsidiaries or unconsolidated joint ventures, and (v) require at least 10 unencumbered properties in the unencumbered asset pool, with at least 10 properties owned by the company or a wholly-owned subsidiary.

If we were to breach any of our debt covenants and did not cure the breach within any applicable cure period, our lenders could require us to repay the debt immediately, and, if the debt is secured, could immediately begin proceedings to take possession of the property securing the loan.  As a result, a default under our debt covenants could have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations and the market value of our shares.

We may be required to incur additional debt to qualify as a REIT.  As a REIT, we must generally make annual distributions to shareholders of at least 90% of our taxable income. We are subject to income tax on amounts of undistributed taxable income and net capital gain. In addition, we would be subject to a 4% excise tax if we fail to distribute sufficient income to meet a minimum distribution test based on our ordinary income, capital gain and aggregate undistributed income from prior years. We intend to make distributions to shareholders to comply with the Code's distribution provisions and to avoid federal income and excise tax. We may need to borrow funds to meet our distribution requirements because:

•
our income may not be matched by our related expenses at the time the income is considered received for purposes of determining taxable income; and
•
non-deductible capital expenditures, creation of reserves, or debt service requirements may reduce available cash but not taxable income.

In these circumstances, we might have to borrow funds on terms we might otherwise find unfavorable and we may have to borrow funds even if our management believes the market conditions make borrowing financially unattractive. Current tax law also allows us to pay a portion of our distributions in shares instead of cash.

Our ability to grow will be limited if we cannot obtain additional capital.  Our growth strategy includes the redevelopment of properties we already own and the acquisition of additional properties.  We are required to distribute to our stockholders at least 90% of our taxable income each year to continue to qualify as a REIT for federal income tax purposes.  Accordingly, in addition to our undistributed operating cash flow, we rely upon the availability of debt or equity capital to fund our growth, which financing may or may not be available on favorable terms or at all.  The debt could include mortgage loans from third parties or the sale of debt securities.  Equity capital could include our common stock or preferred stock.  Additional financing, refinancing or other capital may not be available in the amounts we desire or on favorable terms.

Our access to debt or equity capital depends on a number of factors, including the general state of the capital markets, the markets perception of our growth potential, our ability to pay dividends, and our current and potential future earnings.  Depending on the outcome of these factors, we could experience delay or difficulty in implementing our growth strategy on satisfactory terms, or be unable to implement this strategy.

We cannot assure you we will continue to pay dividends at historical rates.  Our ability to continue to pay dividends on our shares of Class A Common stock or Common stock at historical rates or to increase our dividend rate, and our ability to pay preferred share dividends will depend on a number of factors, including, among others, the following:

•
our financial condition and results of future operations;
•
the performance of lease terms by tenants;
•
the terms of our loan covenants;
•
payment obligations on debt; and
•
our ability to acquire, finance or redevelop and lease additional properties at attractive rates.

If we do not maintain or increase the dividend on our common shares, it could have an adverse effect on the market price of our shares of Class A Common stock or Common stock and other securities. Any preferred shares we may offer may have a fixed dividend rate that would not increase with any increases in the dividend rate of our common shares. Conversely, payment of dividends on our common shares may be subject to payment in full of the dividends on any preferred shares and payment of interest on any debt securities we may offer.

Market interest rates could adversely affect the share price of our stock and increase the cost of refinancing debt.  A variety of factors may influence the price of our common equities in the public trading markets.  We believe that investors generally perceive REITs as yield-driven investments and compare the annual yield from dividends by REITs with yields on various other types of financial instruments.  An increase in market interest rates may lead purchasers of stock to seek a higher annual dividend rate from other investments, which could adversely affect the market price of the stock.  In addition, we are subject to the risk that we will not be able to refinance existing indebtedness on our properties.  We anticipate that a portion of the principal of our debt will not be repaid prior to maturity.  Therefore, we likely will need to refinance at least a portion of our outstanding debt as it matures.  A change in interest rates may increase the risk that we will not be able to refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of the existing debt.

If principal payments due at maturity cannot be refinanced, extended or repaid with proceeds from other sources, such as new equity capital or sales of properties, our cash flow will not be sufficient to repay all maturing debt in years when significant "balloon" payments come due.  As a result, our ability to retain properties or pay dividends to stockholders could be adversely affected and we may be forced to dispose of properties on unfavorable terms, which could adversely affect our business and net income.

Construction and renovation risks could adversely affect our profitability. We currently are renovating some of our properties and may in the future renovate other properties, including tenant improvements required under leases.  Our renovation and related construction activities may expose us to certain risks.  We may incur renovation costs for a property which exceed our original estimates due to increased costs for materials or labor or other costs that are unexpected.  We also may be unable to complete renovation of a property on schedule, which could result in increased debt service expense or construction costs.  Additionally, some tenants may have the right to terminate their leases if a renovation project is not completed on time.  The time frame required to recoup our renovation and construction costs and to realize a return on such costs can often be significant.

We are dependent on key personnel.  We depend on the services of our existing senior management to carry out our business and investment strategies.  We do not have employment agreements with any of our existing senior management.  As we expand, we may continue to need to recruit and retain qualified additional senior management.  The loss of the services of any of our key management personnel or our inability to recruit and retain qualified personnel in the future could have an adverse effect on our business and financial results.

Uninsured and underinsured losses may affect the value of, or return from, our property interests.  We maintain insurance on our properties, including the properties securing our loans, in amounts which we believe are sufficient to permit replacement of the properties in the event of a total loss, subject to applicable deductibles.  There are certain types of losses, such as losses resulting from wars, terrorism, earthquakes, floods, hurricanes or other acts of God that may be uninsurable or not economically insurable.  Should an uninsured loss or a loss in excess of insured limits occur, we could lose capital invested in a property, as well as the anticipated future revenues from a property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property.  In addition, changes in building codes and ordinances, environmental considerations and other factors might make it impracticable for us to use insurance proceeds to replace a damaged or destroyed property.  If any of these or similar events occur, it may reduce our return from an affected property and the value of our investment.

Properties with environmental problems may create liabilities for us.  Under various federal, state and local environmental laws, statutes, ordinances, rules and regulations, as an owner of real property, we may be liable for the costs of removal or remediation of certain hazardous or toxic substances at, on, in or under our properties, as well as certain other potential costs relating to hazardous or toxic substances (including government fines and penalties and damages for injuries to persons and adjacent property).  A property can be adversely affected either through direct physical contamination or as the result of hazardous or toxic substances or other contaminants that have or may have emanated from other properties.  These laws may impose liability without regard to whether we knew of, or were responsible for, the presence or disposal of those substances.  This liability may be imposed on us in connection with the activities of an operator of, or tenant at, the property.  The cost of any required remediation, removal, fines or personal or property damages and our liability therefore could exceed the value of the property and/or our aggregate assets.  In addition, the presence of those substances, or the failure to properly dispose of or remove those substances, may adversely affect our ability to sell or rent that property or to borrow using that property as collateral, which, in turn, would reduce our revenues and ability to make distributions.
 
Prior to the acquisition of any property and from time to time thereafter, we obtain Phase I environmental reports, and, when deemed warranted, Phase II environmental reports concerning the Company's properties.  There can be no assurance, however, that (i) the discovery of environmental conditions that were previously unknown, (ii) changes in law, (iii) the conduct of tenants or neighboring property owner, or (iv) 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 our tenants, which could adversely affect our financial condition and results of operations.

5
We face risks relating to cybersecurity attacks that could cause loss of confidential information and other business disruptions.  We rely extensively on computer systems to process transactions and manage our business, and our business is at risk from and may be impacted by cybersecurity attacks. These could include attempts to gain unauthorized access to our data and computer systems. Attacks can be both individual and/or highly organized attempts organized by very sophisticated hacking organizations. We employ a number of measures to prevent, detect and mitigate these threats, which include password encryption, frequent password change events, firewall detection systems, anti-virus software in-place and frequent backups; however, there is no guarantee such efforts will be successful in preventing a cyber attack. A cybersecurity attack could compromise the confidential information of our employees, tenants and vendors. A successful attack could disrupt and otherwise adversely affect our business operations, including through lawsuits by third-parties.

The Americans with Disabilities Act of 1990 could require us to take remedial steps with respect to existing or newly acquired properties.  Our existing properties, as well as properties we may acquire, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990. Investigation of a property may reveal non-compliance with this Act. The requirements of this Act, or of other federal, state or local laws or regulations, also may change in the future and restrict further renovations of our properties with respect to access for disabled persons. Future compliance with this Act may require expensive changes to the properties.

Risks Related to our Organization and Structure

We will be taxed as a regular corporation if we fail to maintain our REIT status.  Since our founding in 1969, we have operated, and intend to continue to operate, in a manner that enables us to qualify as a REIT for federal income tax purposes.  However, the federal income tax laws governing REITs are complex.  The determination that we qualify as a REIT requires an analysis of various factual matters and circumstances that may not be completely within our control.  For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, such as rent, that are itemized in the REIT tax laws.  In addition, to qualify as a REIT, we cannot own specified amounts of debt and equity securities of some issuers.  We also are required to distribute to our stockholders at least 90% of our REIT taxable income (excluding capital gains) each year. Our continued qualification as a REIT depends on our satisfaction of the asset, income, organizational, distribution and stockholder ownership requirements of the Internal Revenue Code on a continuing basis. At any time, new laws, interpretations or court decisions may change the federal tax laws or the federal tax consequences of qualification as a REIT.  If we fail to qualify as a REIT in any taxable year and do not qualify for certain Internal Revenue Code relief provisions, we will be subject to federal income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates.  In addition, distributions to stockholders would not be deductible in computing our taxable income.  Corporate tax liability would reduce the amount of cash available for distribution to stockholders which, in turn, would reduce the market price of our stock.  Unless entitled to relief under certain Internal Revenue Code provisions, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT.

We will pay federal taxes if we do not distribute 100% of our taxable income.  To the extent that we distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed income.  In addition, we will incur a 4% nondeductible excise tax on the amount, if any, by which our distributions in any year are less than the sum of:

•
85% of our ordinary income for that year;
•
95% of our capital gain net income for that year; and
•
100% of our undistributed taxable income from prior years.

We have paid out, and intend to continue to pay out, our income to our stockholders in a manner intended to satisfy the distribution requirement and to avoid corporate income tax and the 4% nondeductible excise tax.  Differences in timing between the recognition of income and the related cash receipts or the effect of required debt amortization payments could require us to borrow money or sell assets to pay out enough of our taxable income to satisfy the distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year.

Gain on disposition of assets deemed held for sale in the ordinary course of business is subject to 100% tax.  If we sell any of our assets, the IRS may determine that the sale is a disposition of an asset held primarily for sale to customers in the ordinary course of a trade or business.  Gain from this kind of sale generally will be subject to a 100% tax.  Whether an asset is held "primarily for sale to customers in the ordinary course of a trade or business" depends on the particular facts and circumstances of the sale.  Although we will attempt to comply with the terms of safe-harbor provisions in the Internal Revenue Code prescribing when asset sales will not be so characterized, we cannot assure you that we will be able to do so.

U.S. federal tax reform legislation could affect REITs generally, the geographic markets in which we operate, our stock and our results of operations, both positively and negatively in ways that are difficult to anticipate.  The U.S. Congress has passed sweeping tax reform legislation that would make significant changes to corporate and individual tax rates and the calculation of taxes, as well as international tax rules for U.S. domestic corporations.  As a REIT, we are generally not required to pay federal taxes otherwise applicable to regular corporations if we comply with the various tax regulations governing REITs.  Stockholders, however, 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.

Our ownership limitation may restrict business combination opportunities.
To qualify as a REIT under the Internal Revenue Code, no more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of each taxable year.  To preserve our REIT qualification, our charter generally prohibits any person from owning shares of any class with a value of more than 7.5% of the value of all of our outstanding capital stock and provides that:

•
a transfer that violates the limitation is void;
•
shares transferred to a stockholder in excess of the ownership limitation are automatically converted, by the terms of our charter, into shares of "Excess Stock;"
•
a purported transferee receives no rights to the shares that violate the limitation except the right to designate a transferee of the Excess Stock held in trust; and
•
the Excess Stock will be held by us as trustee of a trust for the exclusive benefit of future transferees to whom the shares of capital stock ultimately will be transferred without violating the ownership limitation.

We may also redeem Excess Stock at a price which may be less than the price paid by a stockholder.  Pursuant to authority under our charter, our board of directors has determined that the ownership limitation does not apply to Mr. Charles J. Urstadt, our Chairman, who, as of October 31, 2017, beneficially owns 46.2% of our outstanding Common Stock and 0.5% of our outstanding Class A common stock or to Mr. Willing L. Biddle, our CEO, who beneficially owns 30.2% of our outstanding Common Stock and 0.1% of our outstanding Class A Common Stock.  Such holdings represent approximately 66.3% of our outstanding voting interests.  Together as a group Messrs. Urstadt, Biddle, and the other directors and executive officers hold approximately 66.7% of our outstanding voting interests through their beneficial ownership of our Common Stock and Class A common stock.  The ownership limitation may delay or discourage someone from taking control of us, even though a change of control might involve a premium price for our stockholders or might otherwise be in their best interest.

Certain provisions in our charter and bylaws and Maryland law may prevent or delay a change of control or limit our stockholders from receiving a premium for their shares.  Among the provisions contained in our charter and bylaws and Maryland law are the following:

•
Our board of directors is divided into three classes, with directors in each class elected for three-year staggered terms.
•
Our directors may be removed only for cause upon the vote of the holders of two-thirds of the voting power of our common equity securities.
•
Our stockholders may call a special meeting of stockholders only if the holders of a majority of the voting power of our common equity securities request such a meeting in writing.
•
Any consolidation, merger, share exchange or transfer of all or substantially all of our assets must be approved by (i) a majority of our directors who are currently in office or who are approved or recommended by a majority of our directors who are currently in office (the "Continuing Directors") and (ii) the holders of two-thirds of the voting power of our common equity securities.
•
Certain provisions of our charter may only be amended by (i) a vote of a majority of our Continuing Directors and (ii) the holders of a majority of the voting power of our common equity securities. These provisions relate to the election and classification of directors, the ownership limit and the stockholder vote required for certain business combination transactions.  An action by stockholders to remove a director would require a vote of at least two-thirds of the voting power of our outstanding common equity securities.
•
The number of directors may be increased or decreased by a vote of our board of directors.

In addition, we are subject to various provisions of Maryland law that impose restrictions and require affected persons to follow specified procedures with respect to certain takeover offers and business combinations, including combinations with persons who own 10% or more of our outstanding shares.  These provisions of Maryland law could delay, defer or prevent a transaction or a change of control that our stockholders might deem to be in their best interests.  Furthermore, shares acquired in a control share acquisition have no voting rights, except to the extent approved by the affirmative vote of two-thirds of all votes entitled to be cast on the matter, excluding all interested shares.  Under Maryland law, "control shares" are those which, when aggregated with any other shares held by the acquiror, allow the acquiror to exercise voting power within specified ranges.  The control share provisions of Maryland law also could delay, defer or prevent a transaction or a change of control which our stockholders might deem to be in their best interests.  As permitted by Maryland law, our charter and bylaws provide that the "control shares" and "business combinations" provisions of Maryland law described above will not apply to acquisitions of those shares by Mr. Charles J. Urstadt or Mr. Willing L. Biddle or to transactions between the Company and Mr. Urstadt or Mr. Biddle or any of their respective affiliates.  Consequently, unless such exemptions are amended or repealed, we may in the future enter into business combinations or other transactions with Mr. Urstadt, Mr. Biddle or any of their respective affiliates without complying with the requirements of Maryland anti-takeover laws.  In view of the common equity securities controlled by Messrs. Urstadt and Biddle, either may control a sufficient percentage of the voting power of our common equity securities to effectively block approval of any proposal which requires a vote of our stockholders.

Our stockholder rights plan could deter a change of control.  We have adopted a stockholder rights plan.  This plan may deter a person or a group from acquiring more than 10% of the combined voting power of our outstanding shares of common stock and Class A common stock because, after (i) the person or group acquires more than 10% of the combined voting power of our outstanding Common stock and Class A Common stock, or (ii) the commencement of a tender offer or exchange offer by any person (other than us, any one of our wholly owned subsidiaries or any of our employee benefit plans, or certain exempt persons), if, upon consummation of the tender offer or exchange offer, the person or group would beneficially own 30% or more of the combined voting power of our outstanding shares of Common stock and Class A Common stock, and upon satisfaction of certain other conditions, all other stockholders will have the right to purchase securities from us at a price that is less than their fair market value.  This would substantially reduce the value of the stock owned by the acquiring person.  Our board of directors can prevent the plan from operating by approving the transaction and redeeming the rights.  This gives our board of directors significant power to approve or disapprove of the efforts of a person or group to acquire a large interest in us.  The rights plan exempts acquisitions of Common stock and Class A Common stock by Mr. Charles J. Urstadt, Willing L. Biddle, members of their families and certain of their affiliates.

The concentration of our stock ownership or voting power limits our stockholders' ability to influence corporate matters.  Each share of our Common Stock entitles the holder to one vote.  Each share of our Class A Common Stock entitles the holder to 1/20 of one vote per share.  Each share of Common Stock and Class A Common Stock have identical rights with respect to dividends except that each share of Class A Common Stock will receive not less than 110% of the regular quarterly dividends paid on each share of Common Stock.  As of October 31, 2017, Charles J. Urstadt, our Chairman, and Willing Biddle, our President and Chief Executive Officer, beneficially owned approximately 19.3% of our outstanding Common Stock and Class A Common Stock, which together represented approximately 66.3% of the voting power of our outstanding common stock.  Messrs. Urstadt and Biddle therefore have significant influence over management and affairs and over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or our assets, for the foreseeable future. This concentrated control limits or restricts our stockholders' ability to influence corporate matters.


6

Item 1B.
Unresolved Staff Comments.

None.

7
 
Item 2.
Properties.

Properties

The following table sets forth information concerning each property at October 31, 2017.  Except as otherwise noted, all properties are 100% owned by the Company.

Retail Properties:
  
Year Renovated
    
Year Completed
    
Year Acquired
    
Gross Leasable Sq Feet
    
Acres
    
Number of Tenants
    
% Leased
  
Principal Tenant
Stamford, CT
  
1997
    
1950
    
2002
      
374,000
        13.6      
34
      
97
%
Stop & Shop
Stratford, CT
  
1988
    
1978
    
2005
      
278,000
       29.0      
19
      
100
%
Stop & Shop, BJ's
Scarsdale, NY (1)
  
2004
    
1958
    
2010
      
250,000
       14.0      
27
      
98
%
ShopRite
New Milford, CT
  
2002
    
1972
    
2010
      
235,000
       20.0      
14
      
100
%
Walmart
Riverhead, NY (2)
    
-
      
2014
      
2014
      
198,000
       20.7      
3
      
98
%
Walmart
Danbury, CT
    
-
      
1989
      
1995
      
194,000
       19.3      
18
      
98
%
Christmas Tree Shops
Carmel, NY (3)
    
2006
      
1971
      
2010
      
189,000
       22.0      
38
      
98
%
Tops Markets
Ossining, NY
    
2000
      
1978
      
1998
      
137,000
       11.4      
26
      
96
%
Stop & Shop
Somers, NY
    
-
      
2002
      
2003
      
135,000
       26.0      
29
      
97
%
Home Goods
Midland Park, NJ
    
1999
      
1970
      
2015
      
130,000
      
7.9
      
26
      
97
%
Kings Supermarket
Carmel, NY
    
1999
      
1983
      
1995
      
129,000
       19.0      
17
      
96
%
ShopRite
Pompton Lakes, NJ
    
2000
      
1965
      
2015
      
125,000
       12.0      
16
      
44
%
Planet Fitness
Yorktown, NY
    
1997
      
1973
      
2005
      
121,000
      
16.4
      
12
      
73
%
Staples
New Providence, NJ
    
2010
      
1965
      
2013
      
109,000
     7.8      
24
      
98
%
Acme Markets
Newark, NJ (4)
    
-
      
1995
      
2008
      
108,000
      
8.4
      
13
      
95
%
Acme Markets
Wayne, NJ
    
1992
      
1959
      
1992
      
102,000
       9.0      
41
      
59
%
PNC Bank
Newington, NH
    
1994
      
1975
      
1979
      
102,000
       14.3      
7
      
97
%
JoAnns Fabrics
Darien, CT
    
1992
      
1955
      
1998
      
96,000
       9.5      
22
      
97
%
Stop & Shop
Emerson, NJ
    
2013
      
1981
      
2007
      
93,000
     7.0      
11
      
82
%
ShopRite
Stamford, CT (8)
    
2013
      
1963 & 1968
      2017      
87,000
    
6.7
      
25
      
95
%
Trader Joes
New Milford, CT
    
-
      
1966
      
2008
      
81,000
     7.6      
5
      
92
%
Big Y
Somers, NY
    
-
      
1991
      
1999
      
80,000
     10.8      
29
      
83
%
CVS
Montvale, NJ (2)
    
2010
      
1965
      
2013
      
79,000
     9.9      
15
      
95
%
The Fresh Market
Orange, CT
    
-
      
1990
      
2003
      
78,000
     10.0      
13
      
100
%
Trader Joes
Kinnelon, NJ
    
2015
      
1961
      
2015
      
77,000
     7.5      
12
      
98
%
Marshalls
Orangeburg, NY (5)
    
2014
      
1966
      
2012
      
74,000
     10.6      
23
      
90
%
CVS
Dumont, NJ (9)
    
-
      
1992
      
2017
      
74,000
     5.5      
34
      
100
%
Stop & Shop
Stamford, CT
    
2000
      
1970
      
2016
      
72,000
     9.7      
14
      
98
%
ShopRite (Grade A)
New Milford, CT
    
-
      
2003
      
2011
      
72,000
     8.8      
9
      
93
%
TJ Max
Eastchester, NY
    
2013
      
1978
      
1997
      
70,000
     4.0      
13
      
100
%
Acme Markets
Boonton, NJ
    
2016
      
1999
      
2014
      
63,000
     5.4      
10
      
100
%
Acme Markets
Ridgefield, CT
    
1999
      
1930
      
1998
      
62,000
     3.0      
41
      
91
%
Keller Williams
Fairfield, CT
    
-
      
1995
      
2011
      
62,000
     7.0      
3
      
100
%
Marshalls
Bloomfield, NJ
    
2016
      
1977
      
2014
      
59,000
      5.1      
9
      
96
%
Superfresh Supermarket
Yonkers, NY (7)
    
-
      
1982
      
2014
      
58,000
     5.0      
13
      
100
%
Acme Markets
Cos Cob, CT
    
2008
      
1986
      
2014
      
48,000
     1.1      
32
      
92
%
CVS
Briarcliff Manor, NY
    
2014
      
1975
      
2001
      
47,000
     1.0      
15
      
83
%
CVS
Wyckoff, NJ
    
2014
      
1971
      
2015
      
43,000
     5.2      
15
      
92
%
Walgreens
Westport, CT
    
-
      
1986
      
2003
      
40,000
     3.0      
9
      
64
%
Rio Bravo Restaurant
Old Greenwich, CT
    
-
      
1976
      
2014
      
39,000
     1.4      
13
      
92
%
Kings Supermarket
Rye, NY
    
-
    
Various
      
2004
      
39,000
     1.0      
22
      
96
%
A&S Deli
Derby, CT
    
-
      
2014
      
2017
      
39,000
     5.3      
6
      
91
%
Aldi Supermarket
Passaic, NJ
    
2016
      
1974
      
2017
      
37,000
     2.9      
3
      
100
%
Gala Fresh Market
Danbury, CT
    
2012
      
1988
      
2002
      
33,000
     2.7      
6
      
100
%
Buffalo Wild Wings
Bethel, CT
    
1967
      
1957
      
2014
      
31,000
     4.0      
7
      
100
%
Rite Aid
Ossining, NY
    
2001
      
1981
      
1999
      
29,000
     4.0      
3
      
88
%
Westchester Community College
Katonah, NY
    
1986
    
Various
      
2010
      
28,000
     1.7      
25
      
89
%
Squires
Stamford, CT
    
1995
      
1960
      
2016
      
27,000
     1.1      
7
      
100
%
Federal Express
Waldwick, NJ
    
-
      
1953
      
2017
      
27,000
      
1.8
      
11
      
100
%
United States Post Office
Harrison, NY
    
-
      
1970
      
2015
      
26,000
     1.6      
13
      
100
%
Key Foods
Pelham, NY
    
2014
      
1975
      
2006
      
25,000
     1.0      
9
      
100
%
Key Foods
Spring Valley, NY (2)
    
-
      
1950
      
2013
      
24,000
     1.6      
11 
      
94
%
Spring Valley Foods
Eastchester, NY
    
2014
      
1963
      
2012
      
24,000
     2.1      
5
      
100
%
CVS
Waldwick, NJ
    
-
      
1961
      
2008
      
20,000
     1.8      
1 
      
100
%
Rite Aid
Somers, NY
    
-
      
1987
      
1992
      
19,000
     4.9      
12
      
100
%
Putnam County Savings Bank
Cos Cob, CT
    
1970
      
1947
      
2013
      
15,000
     0.9      
10
      
94
%
Jos. A Banks
Various (6)
    
-
    
Various
      
2013
      
15,000
     3.0      
4 
      
57
%
Friendly Restaurants
Riverhead, NY (2)
    
-
      
2000
      
2014
      
13,000
       2.7      
3
      
100
%
Applebee's
Monroe, CT
    
-
      
2005
      
2007
      
10,000
       2.0      
6
      
100
%
Starbucks
Greenwich, CT
   -      
1961
      
2013
     10,000     0.8     5     100
%
Cava Mezza Grill
Old Greenwich, CT (8)
    
2001
      
1941
      
2017
      
8,000
       0.8      
1
      
100
%
CVS
Fort Lee, NJ
    
-
      
1967
      
2015
      
7,000
      0.4      
1
      
100
%
H-Mart
 
Office Properties & Banks Branches
                                                         
Greenwich, CT
    
-
    
Various
    
Various
      
58,000
       2.8      
15
      
94
%
UBP
Bronxville & Yonkers
    
-
      
1960
     
2008 & 2009
      
19,000
       0.7      
4
      
100
%
Peoples Bank , Chase Bank
Bernardsville, NJ
    
-
      
1970
     
2013
      
14,000
       1.1      
6
      
64
%
Lab Corp
Chester, NJ
    
-
      
1950
     
2013
      
9,000
       2.0      
1
      
100
%
REE Childcare
Stamford, CT (8)
    
2012
      
1960
     
2017
      
4,000
       0.5      
1
      
100
%
Chase Bank
                         
5,080,000
      
470.8
      
947
            
 

(1) 
Two wholly owned subsidiaries of the Company own an 11.642% economic ownership interest in the property.  The Company accounts for this joint venture under the equity method of accounting and does not consolidate the entity owning the property.
(2)
A wholly owned subsidiary of the Company has a 50% tenant in common interest in the property. The Company accounts for this joint venture under the equity method of accounting and does not consolidate its interest in the property.
(3)
 A wholly owned subsidiary of the Company has a 66.67% tenant in common interest in the property. The Company accounts for this joint venture under the equity method of accounting and does not consolidate its interest in the property.
(4)
A wholly owned subsidiary of the Company is the sole general partner of a partnership that owns this property (84% ownership interest)
(5)
A wholly owned subsidiary of the Company is the sole managing member of a limited liability company that owns this property (40.6% ownership interest)
(6)
 The Company owns five separate free standing properties, two of which are occupied 100% by a Friendly's Restaurant and two by other restaurant's.  The properties are located in New York, New Jersey and Connecticut.
(7)
A wholly owned subsidiary of the Company is the sole managing member of a limited liability company that owns this property (53.0% ownership interest)
(8)
A wholly owned subsidiary of the Company is the sole managing member of a limited liability company that owns this property (8.80% ownership interest)
(9)
A wholly owned subsidiary of the Company is the sole managing member of a limited liability company that owns this property (31.4% ownership interest)
 
8

Lease Expirations – Total Portfolio

The following table sets forth a summary schedule of the annual lease expirations for the consolidated properties for leases in place as of October 31, 2017, assuming that none of the tenants exercise renewal or cancellation options, if any, at or prior to the scheduled expirations.

Year of Expiration
  
Number of
Leases Expiring
    
Square Footage
of Expiring Leases
    
Minimum Base Rents
    
Percentage of Total
Annual Base Rent
that is Represented
by the Expiring Leases
  
      2018 (1)
    
197
      
438,800
    
$
10,972,200
      
11
%
2019
    
121
      
421,300
      
10,337,800
      
11
%
2020
    
89
      
412,900
      
9,401,500
      
10
%
2021
    
112
      
432,000
      
11,216,100
      
11
%
2022
    
105
      
637,100
      
18,081,800
      
19
%
2023
    
50
      
461,700
      
10,840,000
      
11
%
2024
    
34
      
168,700
      
4,577,300
      
5
%
2025
    
41
      
227,600
      
4,988,900
      
5
%
2026
    
33
      
126,700
      
3,635,100
      
4
%
2027
    
32
      
121,900
      
3,035,800
      
3
%
Thereafter
    
36
      
535,800
      
9,599,500
      
10
%
     
850
      
3,984,500
    
$
96,686,000
      
100
%

 
(1)
Represents lease expirations from November 1, 2017 to October 31, 2018 and month-to-month leases.

9

Item 3.
Legal Proceedings.

In the ordinary course of business, the Company is involved in legal proceedings. There are no material legal proceedings presently pending against the Company.

Item 4.
 Mine Safety Disclosures.

Not Applicable
10

PART II

Item 5.
 Market for the Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

 (a) Market Information

Shares of Common Stock and Class A Common Stock of the Company are traded on the New York Stock Exchange under the symbols "UBP" and "UBA," respectively.  The following table sets forth the high and low closing sales prices for the Company's Common Stock and Class A Common Stock during the fiscal years ended October 31, 2017 and 2016 as reported on the New York Stock Exchange:

 
Fiscal Year Ended
  
Fiscal Year Ended
  
 
October 31, 2017
  
October 31, 2016
  
Common Shares:
Low
  
High
  
Low
  
High
  
First Quarter
  
$
16.85
    
$
19.64
    
$
16.63
    
$
19.01
  
Second Quarter
  
$
16.21
    
$
18.00
    
$
17.42
    
$
19.19
  
Third Quarter
  
$
15.92
    
$
18.87
    
$
18.25
    
$
22.37
  
Fourth Quarter
  
$
16.29
    
$
18.80
    
$
17.16
    
$
21.50
  

 
Fiscal Year Ended
  
Fiscal Year Ended
  
 
October 31, 2017
  
October 31, 2016
  
Class A Common Shares:
Low
  
High
  
Low
  
High
  
First Quarter
  
$
20.51
    
$
24.33
    
$
18.57
    
$
20.47
  
Second Quarter
  
$
19.66
    
$
22.62
    
$
19.51
    
$
21.46
  
Third Quarter
  
$
18.41
    
$
21.12
    
$
20.47
    
$
25.13
  
Fourth Quarter
  
$
20.07
    
$
22.65
    
$
21.11
    
$
24.50
  

(b) Approximate Number of Equity Security Holders

At December 31, 2017 (latest date practicable), there were 606 shareholders of record of the Company's Common Stock and 640 shareholders of record of the Class A Common Stock.

(c) Dividends Declared on Common Stock and Class A Common Stock and Tax Status

The following tables set forth the dividends declared per Common share and Class A Common share and tax status for Federal income tax purposes of the dividends paid during the fiscal years ended October 31, 2017 and 2016:

 
Common Shares
  
Class A Common Shares
  
Dividend Payment Date
Gross Dividend
Paid Per Share
  
Ordinary Income
  
Capital Gain
  
Non-Taxable Portion
  
Gross Dividend
Paid Per Share
  
Ordinary Income
  
Capital Gain
  
Non-Taxable Portion
  
                                 
January 20, 2017
  
$
0.235
    
$
0.14
    
$
0.02075
    
$
0.07425
    
$
0.265
    
$
0.158
    
$
0.02325
    
$
0.08375
  
April 17, 2017
  
$
0.235
    
$
0.14
    
$
0.02075
    
$
0.07425
    
$
0.265
    
$
0.158
    
$
0.02325
    
$
0.08375
  
July 17, 2017
  
$
0.235
    
$
0.14
    
$
0.02075
    
$
0.07425
    
$
0.265
    
$
0.158
    
$
0.02325
    
$
0.08375
  
October 20, 2017
  
$
0.235
    
$
0.14
    
$
0.02075
    
$
0.07425
    
$
0.265
    
$
0.158
    
$
0.02325
    
$
0.08375
  
   
$
0.94
    
$
0.56
    
$
0.083
    
$
0.297
    
$
1.06
    
$
0.632
    
$
0.093
    
$
0.335
  


 
Common Shares
  
Class A Common Shares
  
Dividend Payment Date
Gross Dividend
Paid Per Share
  
Ordinary Income
  
Capital Gain
  
Non-Taxable Portion
  
Gross Dividend
Paid Per Share
  
Ordinary Income
  
Capital Gain
  
Non-Taxable Portion
  
                                 
January 15, 2016
  
$
0.23
    
$
0.1205
    
$
0.078
    
$
0.0315
    
$
0.26
    
$
0.13625
    
$
0.08825
    
$
0.0355
  
April 15, 2016
  
$
0.23
    
$
0.1205
    
$
0.078
    
$
0.0315
    
$
0.26
    
$
0.13625
    
$
0.08825
    
$
0.0355
  
July 15, 2016
  
$
0.23
    
$
0.1205
    
$
0.078
    
$
0.0315
    
$
0.26
    
$
0.13625
    
$
0.08825
    
$
0.0355
  
October 21, 2016
  
$
0.23
    
$
0.1205
    
$
0.078
    
$
0.0315
    
$
0.26
    
$
0.13625
    
$
0.08825
    
$
0.0355
  
   
$
0.92
    
$
0.482
    
$
0.312
    
$
0.126
    
$
1.04
    
$
0.545
    
$
0.353
    
$
0.142
  

The Company has paid quarterly dividends since it commenced operations as a real estate investment trust in 1969.  During the fiscal year ended October 31, 2017, the Company made distributions to stockholders aggregating $0.94 per Common share and $1.06 per Class A Common share. On December 14, 2017, the Company's Board of Directors approved the payment of a quarterly dividend payable January 19, 2018 to stockholders of record on January 5, 2018. The quarterly dividend rates were declared in the amounts of $0.24 per Common share and $0.27 per Class A Common share.

Although the Company intends to continue to declare quarterly dividends on its Common shares and Class A Common shares, no assurances can be made as to the amounts of any future dividends.  The declaration of any future dividends by the Company is within the discretion of the Board of Directors and will be dependent upon, among other things, the earnings, financial condition and capital requirements of the Company, as well as any other factors deemed relevant by the Board of Directors.  Two principal factors in determining the amounts of dividends are (i) the requirement of the Internal Revenue Code that a real estate investment trust distribute to shareholders at least 90% of its real estate investment trust taxable income, and (ii) the amount of the Company's available cash.

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

The Company has a Dividend Reinvestment and Share Purchase Plan ("DRIP") that allows shareholders to acquire additional shares of Common Stock and Class A Common Stock by automatically reinvesting dividends.  Shares are acquired pursuant to the DRIP at a price equal to the higher of 95% of the market price of such shares on the dividend payment date or 100% of the average of the daily high and low sales prices for the five trading days ending on the day of purchase without payment of any brokerage commission or service charge.  As of October 31, 2017, 1,207,066 shares of Common Stock and 251,084 shares of Class A Common Stock have been issued under the DRIP.

(d) Issuer Repurchase

The Board of Directors of the Company has approved a share repurchase program ("Program") for the repurchase of up to 2,000,000 shares, in the aggregate, of Common stock, Class A Common stock and Series F Cumulative Preferred stock in open market transactions.  For the three month period ended October 31, 2017, the Company did not repurchase shares of any class of stock under the Program.

11

Item 6.                  Selected Financial Data.
(In thousands, except per share data)

   
Year Ended October 31,
  
   
2017
    
2016
    
2015
    
2014
    
2013
  
Balance Sheet Data:
                              
Total Assets
  
$
996,713
    
$
931,324
    
$
861,075
    
$
819,005
    
$
650,026
  
                                         
Revolving Credit Lines and Unsecured Term Loan
  
$
4,000
    
$
8,000
    
$
22,750
    
$
40,550
    
$
9,250
  
                                         
Mortgage Notes Payable and Other Loans
  
$
297,071
    
$
273,016
    
$
260,457
    
$
205,147
    
$
166,246
  
                                         
Preferred Stock Called For Redemption
  
$
-
    
$
-
    
$
-
    
$
61,250
    
$
-
  
                                         
Operating Data:
                                        
Total Revenues
  
$
123,560
    
$
116,792
    
$
115,312
    
$
102,328
    
$
95,203
  
                                         
Total Expenses and payments to noncontrolling interests
  
$
91,774
    
$
85,337
    
$
88,594
    
$
75,927
    
$
70,839
  
                                         
Income from Continuing Operations before Discontinued Operations
  
$
55,432
    
$
34,605
    
$
50,212
    
$
53,091
    
$
29,105
  
                                         
Per Share Data:
                                        
Net Income from Continuing Operations - Basic:
                                        
Class A Common Stock
  
$
0.92
    
$
0.57
    
$
1.04
    
$
1.22
    
$
0.31
  
Common Stock
  
$
0.82
    
$
0.50
    
$
0.92
    
$
1.09
    
$
0.28
  
                                         
Net Income from Continuing Operations - Diluted:
                                        
Class A Common Stock
  
$
0.90
    
$
0.56
    
$
1.02
    
$
1.19
    
$
0.30
  
Common Stock
  
$
0.80
    
$
0.49
    
$
0.90
    
$
1.06
    
$
0.27
  
                                         
Cash Dividends Paid on:
                                        
Class A Common Stock
  
$
1.06
    
$
1.04
    
$
1.02
    
$
1.01
    
$
1.00
  
Common Stock
  
$
0.94
    
$
0.92
    
$
0.90
    
$
0.90
    
$
0.90
  
                                         
Other Data:
                                        
                                         
Net Cash Flow Provided by (Used in):
                                        
Operating Activities
  
$
62,995
    
$
62,081
    
$
53,041
    
$
52,519
    
$
52,270
  
                                         
Investing Activities
  
$
16,262
    
$
(82,072
)
  
$
(106,975
)
  
$
(56,228
)
  
$
(50,949
)
                                         
Financing  Activities
  
$
(77,854
)
  
$
20,639
    
$
(12,472
)
  
$
73,793
    
$
(76,468
)
                                         
Funds from Operations (1)
  
$
43,203
    
$
43,603
    
$
38,056
    
$
33,032
    
$
29,506
  

(1)
The Company has adopted the definition of Funds from Operations (FFO) suggested by the National Association of Real Estate Investment Trusts (NAREIT) and defines FFO as net income (computed in accordance with generally accepted accounting principles), excluding gains (or losses) from sales of properties plus real estate related depreciation and amortization and after adjustments for unconsolidated joint ventures.  For a reconciliation of net income and FFO, see Management's Discussion and Analysis of Financial Condition and Results of Operations on page 13.  FFO does not represent cash flows from operating activities in accordance with generally accepted accounting principles and should not be considered an alternative to net income as an indicator of the Company's operating performance.  The Company considers FFO a meaningful, additional measure of operating performance because it primarily excludes the assumption that the value of its real estate assets diminishes predictably over time and industry analysts have accepted it as a performance measure.  FFO is presented to assist investors in analyzing the performance of the Company.  It is helpful as it excludes various items included in net income that are not indicative of the Company's operating performance.  However, comparison of the Company's presentation of FFO, using the NAREIT definition, to similarly titled measures for other REITs may not necessarily be meaningful due to possible differences in the application of the NAREIT definition used by such REITs.  For a further discussion of FFO, see Management's Discussion and Analysis of Financial Condition and Results of Operations on page 13.

12

Item 7.                   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, the "Special Note Regarding Forward-Looking Statements" in Part I and "Item 1A. Risk Factors."

Executive Summary

Overview

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

At October 31, 2017, we owned or had equity interests in 81 properties, which include equity interests we own in seven consolidated joint ventures and seven unconsolidated joint ventures, containing a total of 5.1 million square feet of Gross Leasable Area ("GLA").  Of the properties owned by wholly owned subsidiaries or joint venture entities that we consolidate, approximately 92.7% was leased (93.3% at October 31, 2016).  Of the properties owned by unconsolidated joint ventures, approximately 97.7% was leased (98.4% at October 31, 2016).

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

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

We have a conservative capital structure and we have one $10.0 million mortgage maturing in April 2018.  Thereafter, we do not have any additional secured debt maturing until May 2019.

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

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

•
selectively dispose of underperforming properties and re-deploy the proceeds into potentially higher performing properties that meet our acquisition criteria;

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

•
leverage opportunities to increase GLA at existing properties, through development of pad sites and reconfiguring of existing square footage, to meet the needs of existing or new tenants;

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

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

•
maintain a conservative capital structure with low leverage levels; and

•       
control property operating and administrative costs.

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

13
 
Highlights of Fiscal 2017; Recent Developments

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

•
In September 2017, we completed the public offering of 4,600,000 shares of 6.25% Series H Senior Cumulative Preferred Stock (the "Series H Preferred Stock") at a price of $25 per share for net proceeds of $111.3 million after underwriting discounts but before offering expenses. These shares are nonvoting, have no stated maturity and are redeemable for cash at $25 per share at our option on or after September 18, 2022. Holders of these shares are entitled to cumulative dividends, payable quarterly in arrears. Dividends accrue from the date of issue at the annual rate of $1.5625 per share per annum. The holders of our Series H Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions holders of the Series H Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series H Preferred Stock, together with all of our other Series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on our Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in our Articles of Incorporation, the holder of the Series H Preferred Stock will have the right to convert all or part of the shares of Series H Preferred Stock held by such holder on the applicable conversion date into a number of our shares of Class A common stock.

•
In August 2017, we acquired an approximate 31.4% equity interest in a newly formed entity, UB Dumont I, LLC ("UB Dumont"). UB Dumont owns a 74,000 square foot commercial property anchored by a Stop and Shop grocery store and also includes 19,000 square feet of apartments.  We are the managing member of UB Dumont and lease and manage the property.  The properties were contributed to UB Dumont by the former owners, along with $10.0 million in mortgage debt secured by the property.  The interest rate on the assumed mortgage is 3.87% per annum.  The contributors received ownership units of UB Dumont equal to the fair market value of the net assets contributed, which equity at formation was valued at $8.6 million.  At the closing of the acquisition, the property was 100% leased.  Our initial equity investment in UB Dumont at formation totaled $3.9 million.  The contributors of the property (non-managing members of UB Dumont) are entitled to receive an annual distribution on their invested capital, initially at the rate of 5.05% per annum.  We will retain all of the cash flow generated by the three properties after the payment of debt service and the aforementioned annual distribution to the non-managing members. The non-managing members have the right to require us to redeem their units of ownership in UB Dumont at prices defined in the governing agreement.  At inception of UB Dumont, that price was $21 per unit of ownership of UB Dumont.

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

•
In July 2017, we repaid at maturity the existing $44 million first mortgage loan encumbering our Ridgeway property, located in Stamford, CT, with available cash and a $33 million borrowing on our Unsecured Revolving Credit Facility (the "Facility").  Subsequently in July, we placed a new $50 million non-recourse first mortgage loan encumbered by the subject property and used a portion of the proceeds to repay the $33 million borrowing on the Facility.  The new loan has a term of 10 years and requires payments of principal and interest at the rate of LIBOR plus 1.9% based on a 25-year amortization.  We entered into an interest rate swap agreement with the lender as the counterparty that converts the variable interest rate (based on LIBOR) to a fixed rate of 3.398% per annum.

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

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

•
Also in March 2017, we purchased for $3.1 million a free-standing 12,900 square foot commercial property located in Fairfield, CT, which property is leased by Walgreen's.  This property was sold in July 2017 (see above).

•
In March 2017, we completed the sale of our White Plains property for a price of $56.6 million and realized a gain on sale of the property in the amount of $19.5 million.

•
In March 2017, we, through a wholly-owned subsidiary, purchased for $7.1 million a 36,500 square foot grocery-anchored shopping center located in Passaic, NJ.  In conjunction with the purchase, we assumed a mortgage note secured by the property in the amount of $3.5 million.

•
In January 2017, we purchased for $9.0 million a 38,800 square foot grocery-anchored shopping center located in Derby, CT.

Known Trends; Outlook

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

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

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

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

14
Leasing

Rollovers

For the fiscal year 2017, we signed leases for a total of 650,300 square feet of retail space in our consolidated portfolio.  New leases for vacant spaces were signed for 86,800 square feet at an average rental increase of 3.78% on a cash basis, excluding 3,333 square feet of new leases for which there was no prior rent history available.  Renewals for 560,200 square feet of space previously occupied were signed at an average rental increase of 4.36% on a cash basis.

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

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

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

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

Significant Events with Impacts on Leasing

In July 2015, one of our largest tenants, A&P, filed a voluntary petition under chapter 11 of title 11 of the United States Bankruptcy Code (the "Bankruptcy Code").  Subsequently, A&P determined that it would be liquidating the company. Prior to A&P filing for bankruptcy, A&P leased and occupied nine spaces totaling 365,000 square feet in our portfolio.  The bankruptcy process relating to our nine spaces is complete with eight of the nine A&P leases having been assumed by new operators in the bankruptcy process or re-leased by the Company to new operators.  The remaining lease, located in our Pompton Lakes shopping center, totaling 63,000 square feet was rejected by A&P in bankruptcy and we are in the process of marketing that space for re-lease.  In July 2017, one other 36,000 square foot space formerly occupied by A&P that we had released to a local grocery operator became vacant as that operator failed to perform under their lease and was evicted.  We are currently marketing that space for lease and have several prospects.

Impact of Inflation on Leasing

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

Critical accounting policies are those that are both important to the presentation of the Company's financial condition and results of operations and require management's most difficult, complex or subjective judgments.  For a further discussion about the Company's critical accounting policies, please see Note 1 to the consolidated financial statements of the Company included in Item 8 of this Annual Report on Form 10-K.
 
15
Liquidity and Capital Resources

Overview

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

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

Our long-term liquidity requirements consist primarily of obligations under our long-term debt, dividends paid to our preferred stockholders, capital expenditures and capital required for acquisitions.  In addition, the limited partners and non-managing members of our five consolidated joint venture entities, Ironbound, McLean, Orangeburg, UB High Ridge and UB Dumont, have the right to require the Company to repurchase all or a portion of their limited partner or non-managing member interests at prices and on terms as set forth in the governing agreements.  See Note 6 to the financial statements included in Item 8 of this Report on Form 10-K.  Historically, we have financed the foregoing requirements through operating cash flow, borrowings under our Unsecured Revolving Credit Facility (the "Facility"), debt refinancings, new debt, equity offerings and other capital market transactions, and/or the disposition of under-performing assets, with a focus on keeping our leverage low.  We expect to continue doing so in the future.  We cannot assure you, however, that these sources will always be available to us when needed, or on the terms we desire.

Capital Expenditures

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

Financing Strategy, Unsecured Revolving Credit Facility and other Financing Transactions

Our strategy is to maintain a conservative capital structure with low leverage levels by commercial real estate standards.  Mortgage notes payable and other loans of $297.1 million consist entirely of fixed-rate mortgage loan indebtedness with a weighted average interest rate of 4.2% at October 31, 2017.  These mortgages are secured by 26 properties with a net book value of $568 million and have fixed rates of interest ranging from 3.5% to 6.6%.   We may refinance our mortgage loans, at or prior to scheduled maturity, through replacement mortgage loans.  The ability to do so, however, is dependent upon various factors, including the income level of the properties, interest rates and credit conditions within the commercial real estate market. Accordingly, there can be no assurance that such re-financings can be achieved.

At October 31, 2017, we had $4 million of variable-rate debt consisting of draws on our Facility (see below) that was not fixed through an interest rate swap or otherwise. See "Item 7.A. Quantitative and Qualitative Disclosures about Market Risk" included in this Annual Report on Form 10-K for additional information on our interest rate risk.

We currently maintain a ratio of total debt to total assets below 30% and a fixed charge coverage ratio of over 3.86 to 1 (excluding preferred stock dividends), which we believe will allow us to obtain additional secured mortgage loans or other types of borrowings, if necessary.  We own 48 properties in our consolidated portfolio that are not encumbered by secured mortgage debt.  At October 31, 2017, we had borrowing capacity of $95 million on our Facility.  Our Facility includes financial covenants that limit, among other things, our ability to incur unsecured and secured indebtedness.  See Note 6 in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for additional information on these and other restrictions.

Unsecured Revolving Credit Facility and Other Property Financings

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

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

See Note 5 included in our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for a further description of mortgage financing transactions in fiscal 2017 and 2016.

Net Cash Flows from Operating Activities

Increase from fiscal 2016 to 2017:

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

Increase from fiscal 2015 to fiscal 2016:

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

Net cash flows from Investing Activities

Increase from fiscal 2016 to 2017:

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

Decrease in cash used from fiscal 2015 to fiscal 2016:
The decrease in cash flows used in investing activities in fiscal 2016 when compared to the prior fiscal year was the result of the purchase of two properties totaling $58.7 million is fiscal 2016 versus purchasing six properties totaling $138.5 million in fiscal 2015, offset by the Company receiving $42.9 million in fiscal 2015 in proceeds from the sale of the Meriden property.  In addition, we initiated a first mortgage loan in the amount of $13.5 million in fiscal 2016.

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

Net cash flows from Financing Activities

Cash generated:

Fiscal 2017: (Total $213.5 million)
· Proceeds from mortgage note payable in the amount of $50 million.
· Proceeds from revolving credit line borrowings in the amount of $52 million.
· Proceeds from the issuance of Series H Preferred Stock in the amount of $111.3 million.

Fiscal 2016: (Total $159.5 million)
· Proceeds from issuance of Class A Common Stock in the amount of $73.7 million.
· Proceeds from revolving credit line borrowings in the amount of $52.0 million.
· Proceeds from mortgage financings in the amount of $33.7 million.

Fiscal 2015: (Total $237.6 million)
· Proceeds from mortgage financings in the amount of $68.2 million.
· Proceeds from revolving credit line borrowings in the amount of $104.8 million.
· Proceeds from the issuance of Series G Preferred Stock in the amount of $4.6 million.
· Proceeds from the issuance of Class A Common stock in the amount of $59.8 million.

Cash used:

Fiscal 2017: (Total $291.4 million)
· Dividends to shareholders in the amount of $55.6 million.
· Repayment of mortgage notes payable in the amount of $43.7 million.
· Repayment of revolving credit line borrowings in the amount of $56 million.
· Redemption of preferred stock in the amount of $129.4 million.

Fiscal 2016: (Total $138.9 million)
· Dividends to shareholders in the amount of $51.4 million.
· Repayment of mortgage notes payable in the amount of $20.7 million.
· Repayment of revolving credit line borrowings in the amount of $66.8 million.

Fiscal 2015:  (Total $250.1 million)
· Dividends to shareholders in the amount of $50.0 million.
· Repayment of mortgage notes payable in the amount of $12.9 million.
· Repayment of revolving credit line borrowings in the amount of $97.6 million.
· Repayment of the unsecured term loan in the amount of $25 million.
· Redemption of preferred stock in the amount of $61.3 million.
· Repurchase of Class A Common stock in the amount of $3.4 million.


16
Results of Operations

Fiscal 2017 vs. Fiscal 2016

The following information summarizes our results of operations for the years ended October 31, 2017 and 2016 (amounts in thousands):

   
Year Ended October 31,
                
Change Attributable to:
  
Revenues
  
2017
    
2016
    
Increase
(Decrease)
    
%
Change
    
Property
Acquisitions/Sales
    
Properties Held in
Both Periods (Note 1)
  
Base rents
  
$
88,383
    
$
87,172
    
$
1,211
      
1.4
%
  
$
1,539
    
$
(328
)
Recoveries from tenants
    
28,676
      
25,788
      
2,888
      
11.2
%
    
1,950
      
938
  
Other income
    
4,069
      
3,213
      
856
      
26.6
%
    
155
      
701
  
                                                 
Operating Expenses
                                                
Property operating
    
20,074
      
18,717
      
1,357
      
7.3
%
    
720
      
637
  
Property taxes
    
19,621
      
18,548
      
1,073
      
5.8
%
    
641
      
432
  
Depreciation and amortization
    
26,512
      
23,025
      
3,487
      
15.1
%
    
2,302
      
1,185
  
General and administrative
    
9,183
      
9,284
      
(101
)
    
-1.1
%
    
n/a
      
n/a
  
                                                 
Non-Operating Income/Expense
                                                
Interest expense
    
12,981
      
12,983
      
(2
)
    
0.0
%
    
1,098
      
(1,100
)
Interest, dividends, and other investment income
    
356
      
242
      
114
      
47.1
%
    
n/a
      
n/a
  

Note 1 – Properties held in both periods includes only properties owned for the entire periods of 2017 and 2016.  All other properties are included in the property acquisition/sales column.  There are no properties excluded from the analysis.

Revenues

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

Property Acquisitions and Properties Sold:

In fiscal 2017, the Company purchased four properties totaling 114,700 square feet of GLA, invested in two joint ventures that owns four properties totaling 173,600 square feet, whose operations we consolidate, and sold two properties totaling 203,800 square feet.  In fiscal 2016, the Company purchased two properties totaling 101,400 square feet.  These properties accounted for all of the revenue and expense changes attributable to property acquisitions and sales in year ended October 31, 2017 when compared with fiscal 2016.

Properties Held in Both Periods:

Revenues

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

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

Tenant Recoveries
For the year ended October 31, 2017, recoveries from tenants for properties owned in both periods (which represent reimbursements from tenants for operating expenses and property taxes) increased by $938,000. This increase was a result of an increase in both property operating expenses and property tax expense in the consolidated portfolio for properties owned for the entire periods of fiscal 2017 and 2016, along with an increase in leased rate at some properties which increased the rate at which the Company could bill operating expenses to tenants in fiscal 2017 versus fiscal 2016.

Expenses

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

Real estate taxes for properties owned in both fiscal year 2017 and 2016 increased by $432,000 as a result of normal tax assessment increases at some of our properties.

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

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

General and Administrative Expenses

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

17

Fiscal 2016 vs. Fiscal 2015

The following information summarizes our results of operations for the years ended October 31, 2016 and 2015 (amounts in thousands):

   
Year Ended October 31,
                
Change Attributable to:
  
Revenues
  
2016
    
2015
    
Increase
(Decrease)
    
%
Change
    
Property
Acquisitions/Sales
    
Properties Held in
Both Periods (Note 2)
  
Base rents
  
$
87,172
    
$
83,885
    
$
3,287
      
3.9
%
  
$
(1,556
)
  
$
4,843
  
Recoveries from tenants
    
25,788
      
28,703
      
(2,915
)
    
(10.2
)%
    
(516
)
    
(2,399
)
Other income
    
3,213
      
2,252
      
961
      
42.7
%
    
(114
)
    
1,075
  
                                                 
Operating Expenses
                                                
Property operating
    
18,717
      
21,267
      
(2,550
)
    
(12.0
)%
    
(690
)
    
(1,860
)
Property taxes
    
18,548
      
18,224
      
324
      
1.8
%
    
33
      
291
  
Depreciation and amortization
    
23,025
      
22,435
      
590
      
2.6
%
    
403
      
187
  
General and administrative
    
9,284
      
8,576
      
708
      
8.3
%
    
n/a
      
n/a
  
                                                 
Non-Operating Income/Expense
                                                
Interest expense
    
12,983
      
13,475
      
(492
)
    
(3.7
)%
    
497
      
(989
)
Interest, dividends, and other investment income
    
242
      
228
      
14
      
6.1
%
    
n/a
      
n/a
  


Note 2 – Properties held in both periods includes only properties owned for the entire periods of 2016 and 2015.  All other properties are included in the property acquisition/sales column.  There are no properties excluded from the analysis.

Revenues

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

Property Acquisitions and Properties Sold:

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

Properties Held in Both Periods:

Revenues

Base Rent
Base rents increased by $4.8 million in fiscal 2016 as compared to fiscal 2015 primarily as a result of the Company receiving $4.8 million in extension fees from our White Plains property, which was sold in fiscal 2017.  In fiscal 2015, the Company entered into contract to sell our White Plains property and that closing was scheduled to occur in April 2016.  In February the purchaser approached the Company and asked for an extension of the closing to October 2016.  In exchange for granting the extension the Company received $2.8 million.  In October, the purchaser approached us again and asked for an additional extension, and in exchange for granting that extension the Company received an additional $2 million.  The Company recorded the entire $4.8 million in base rent on the accompanying consolidated income statements for the year ended October 31, 2016, as the fees collected for the extensions essentially amounted to the purchaser renting the shopping center until the closing of the sale, which took place in March of 2017.   In addition the increase was caused by an increase in base rents billed at several of our other shopping centers in excess of the prior year for new leasing done in the portfolio in fiscal 2015 and 2016 offset by a reduction in base rents at the three shopping centers which were leased to A&P and were not assumed in the A&P bankruptcy process (see leasing - significant events with impact on leasing section earlier in this Item 7).  Two of those three spaces have been re-leased and are now paying rent.

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

Tenant Recoveries
For the year ended October 31, 2016, recoveries from tenants for properties owned in both periods (which represent reimbursements from tenants for operating expenses and property taxes) decreased by a net $2.4 million. This decrease was primarily the result of incurring $1.9 million less in operating expenses for properties owned in both periods, predominantly attributable to a significant reduction in snow removal costs during fiscal 2016 as compared with fiscal 2015.  In addition, this decrease was also the result of having two anchor stores formerly occupied by A&P vacant for most of the first and second quarters of fiscal 2016, which reduced the Company's recovery rate for operating costs at these properties.

Expenses

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

Real estate taxes for properties owned in both fiscal year 2016 and 2015 increased by $291,000 as a result of normal tax assessment increases at some of our properties.

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

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

General and Administrative Expenses:

General and administrative expense for the year ended October 31, 2016, when compared with the year ended October 31, 2015 increased by $708,000, as a result of increased compensation expense for additional staffing at the Company, increased bonus compensation for our employees and an increase in restricted stock amortization as a result of newer tranches of restricted stock grants being valued at a higher stock price than that of expiring tranches of restricted stock.
18

Funds from Operations

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

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

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

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

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

   
Year Ended October 31,
  
   
2017
    
2016
    
2015
  
                   
Net Income Applicable to Common and Class A Common Stockholders
  
$
33,898
    
$
19,436
    
$
34,659
  
                         
Real property depreciation
    
20,505
      
18,866
      
18,750
  
Amortization of tenant improvements and allowances
    
4,448
      
3,517
      
3,161
  
Amortization of deferred leasing costs
    
1,468
      
557
      
449
  
Depreciation and amortization on unconsolidated joint ventures
    
1,618
      
1,589
      
1,414
  
(Gain)/loss on sale of properties
    
(18,734
)
    
(362
)
    
(20,377
)
                         
Funds from Operations Applicable to Common and Class A Common Stockholders
  
$
43,203
    
$
43,603
    
$
38,056
  
                         

FFO amounted to $43.2 million in fiscal 2017, compared to $43.6 million in fiscal 2016 and $38.1 million in fiscal 2015.

The net increase in FFO in fiscal 2017 when compared with fiscal 2016 was predominantly attributable, among other things, to: (a) the additional net income generated from properties acquired in the second half of fiscal 2016 and properties acquired in fiscal 2017; (b) a reduction in the charge for bad debt expense in the amount of $578,000 in fiscal 2017 versus fiscal 2016; (c) interest income generated from a $13.5 million mortgage originated in the fourth quarter of fiscal 2016, which was not repaid until October of fiscal 2017; d) a $1.8 million increase in lease termination income in fiscal 2017 versus fiscal 2016 related to the lease termination of the only lease in our Fairfield, CT property in the third quarter of fiscal 2017; (e) a $412,000 reduction in acquisition costs in fiscal 2017 versus fiscal 2016 as a result of an accounting change that became effective for us on the first day of fiscal 2017 which changes how costs related to investment property acquisitions are accounted for; offset by (f) $4.1 million in preferred stock redemption charges in fiscal 2017 related to the Company redeeming its Series F preferred stock in October 2017, there were no preferred stock redemption charges in fiscal 2016 or fiscal 2015.

The net increase in FFO in fiscal 2016 when compared with fiscal 2015 was predominantly attributable, among other things, to: (a) a decrease in acquisition costs of $1.7 million in fiscal 2016 when compared to fiscal 2015; (b) a decrease in preferred stock dividends as a result of issuing a new series of preferred stock in fiscal 2015 with a lower interest rate than the series it replaced; (c) extension fees received from the entity in contract to purchase our Westchester Pavilion property that gave them the right to delay the closing of the property to 2017 in the amount of $4.8 million (included in base rent); (d) an increase in operating income at several of our properties from new leasing completed in fiscal 2015 and fiscal 2016; offset by (e) a decrease in rental income relating to tenant vacancies at several properties, most notably three spaces formerly occupied by A&P See "Leasing—Significant Events with Impacts on Leasing" in this Item 7.
19
Off-Balance Sheet Arrangements

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

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

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

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

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

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

These unconsolidated joint ventures are accounted for under the equity method of accounting, as we have the ability to exercise significant influence over, but not control of, the operating and financial decisions of these investments.  Our off-balance sheet arrangements are more fully discussed in Note 7, "Investments in and Advances to Unconsolidated Joint Ventures" in our financial statements in Item 8.  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 October 31, 2017
    
Fixed Interest Rate Per Annum
  
Maturity Date
Midway Shopping Center
Scarsdale, NY
  
$
32,000
    
$
28,397
      
4.80
%
Dec-2027
Putnam Plaza Shopping Center
Carmel, NY
  
$
21,000
    
$
19,046
      
4.17
%
Oct-2024
Gateway Plaza
Riverhead, NY
  
$
14,000
    
$
12,749
      
4.18
%
Feb-2024
Applebee's Plaza
Riverhead, NY
  
$
1,300
    
$
1,044
      
5.98
%
Aug-2026
Applebee's Plaza
Riverhead, NY
  
$
1,000
    
$
906
      
3.38
%
Aug-2026
 
 
20
Contractual Obligations

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

   
Payments Due by Period
  
   
Total
    
2018
    
2019
    
2020
    
2021
    
2022
    
Thereafter
  
Mortgage notes payable and other loans
  
$
297,071
    
$
16,295
    
$
33,076
    
$
5,848
    
$
6,200
    
$
54,989
    
$
180,663
  
Interest on mortgage notes payable
    
71,551
      
12,655
      
11,435
      
10,232
      
9,881
      
8,560
      
18,788
  
Revolving Credit Lines
    
4,000
      
-
      
-
      
-
      
4,000
      
-
      
-
  
Tenant obligations*
    
6,000
      
6,000
      
-
      
-
      
-
      
-
      
-
  
Total Contractual Obligations
  
$
378,622
    
$
34,950
    
$
44,511
    
$
16,080
    
$
20,081
    
$
63,549
    
$
199,451
  

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

We have various standing or renewable service contracts with vendors related to property management. In addition, we also have certain other utility contracts entered into in the ordinary course of business which may extend beyond one year, which vary based on usage.  These contracts include terms that provide for cancellation with insignificant or no cancellation penalties.  Contract terms are generally one year or less.
21

Item 7A.               Quantitative and Qualitative Disclosures about Market Risk

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

For our fixed-rate debt, there is inherent rollover risk for borrowings as they mature and are renewed at current market rates.  The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Company's future financing requirements.

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

The following table sets forth the Company's long-term debt obligations by principal cash payments and maturity dates, weighted average fixed interest rates and estimated fair value at October 31, 2017 (amounts in thousands, except weighted average interest rate):

   
For the Fiscal Year Ended October 31,
    2018     2019     2020     2021     2022     Thereafter    
Total
    
Estimated Fair Value
Mortgage notes payable and otherloans                                                                         
  
$
16,295
    
$
33,076
    
$
5,848
    
$
6,200
    
$
54,989
    
$
180,663
    
$
297,071
    
$
295,723
  
                                                       
Weighted average interest rate for debt maturing
    
3.87
%
    
6.11
%
    
n/a
      
n/a
       4.41
%
    
3.84
%
    
4.20
%
        

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

22

Item 8.
Financial Statements and Supplementary Data.

The consolidated financial statements required by this Item, together with the reports of the Company's independent registered public accounting firm thereon and the supplementary financial information required by this Item, are included under Item 15 of this Annual Report.

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There were no changes in, or any disagreements with, the Company's independent registered public accounting firm on accounting principles and practices or financial disclosure during the years ended October 31, 2017 and 2016.

Item 9A.
Controls and Procedures.

At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e).  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. During the fourth quarter of 2017, 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

(a) Management's Report on Internal Control over Financial Reporting

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

The Company's internal control over financial reporting includes policies and procedures that: relate to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; provide reasonable assurance of the recording of all transactions necessary to permit the preparation of the Company's consolidated financial statements in accordance with generally accepted accounting principles and the proper authorization of receipts and expenditures in accordance with authorization of the Company's management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial reporting as of October 31, 2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control – Integrated Framework (2013).  Based on its assessment, management determined that the Company's internal control over financial reporting was effective as of October 31, 2017.  The Company's independent registered public accounting firm, PKF O'Connor Davies, LLP has audited the effectiveness of the Company's internal control over financial reporting, as indicated in their attestation report which is included in (b) below.

24

(b) Report of Independent Registered Public Accounting Firm

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

We have audited Urstadt Biddle Properties Inc.'s internal control over financial reporting as of October 31, 2017, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (2013 Framework). Urstadt Biddle Properties Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

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

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles; (3) receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Urstadt Biddle Properties Inc. maintained, in all material respects, effective internal control over financial reporting as of October 31, 2017 based on criteria established in Internal Control – Integrated Framework issued by COSO (2013 Framework).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Urstadt Biddle Properties Inc. as of October 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended October 31, 2017 and our report dated January 11, 2018 expressed an unqualified opinion thereon.

New York, New York
/s/ PKF O'Connor Davies, LLP
January 11, 2018
  

25


Item 9B.
Other Information.

Not applicable.

26


PART III

Item 10.                  Directors, Executive Officers and Corporate Governance.

The Company will file its definitive Proxy Statement for its Annual Meeting of Stockholders to be held on March 21, 2018 within the period required under the applicable rules of the SEC.  The additional information required by this Item is included under the captions "Election of Directors", "Information Concerning Continuing Directors and Executive Officers", "Corporate Governance and Board Matters", "Section 16(a) Beneficial Ownership Reporting Compliance" and other information included in the Proxy Statement and is incorporated herein by reference.

The Company has adopted a Code of Ethics for Senior Financial Officers (the "Code of Ethics") that is available at the Investors/Governance/Governance Documents section of our website at www.ubproperties.com.  A copy of the Code of Ethics is available in print, free of charge, to stockholders upon request to us at the following address:

Attention:  Corporate Secretary
321 Railroad Avenue
Greenwich, CT 06830

We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Ethics by posting such information on our web site.

Item 11.                  Executive Compensation.

The Company will file its definitive Proxy Statement for its Annual Meeting of Stockholders to be held on March 21, 2018 within the period required under the applicable rules of the SEC.  The information required by this Item is included under the captions "Compensation Discussion and Analysis", "Executive Compensation", "Director Compensation", "Compensation Committee Interlocks and Insider Participation" and "Compensation Committee Report", and as part of the executive compensation and Director related compensation tables and other information included in the Proxy Statement and is incorporated herein by reference.

Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The Company will file its definitive Proxy Statement for its Annual Meeting of Stockholders to be held on March 21, 2018 within the period required under the applicable rules of the SEC.  The information required by this Item is included under the captions, "Equity Compensation Plans", "Security Ownership of Certain Beneficial Owners and Management" and other information included in the Proxy Statement and is incorporated herein by reference.

Item 13.
Certain Relationships and Related Transactions and Director Independence.

The Company will file its definitive Proxy Statement for its Annual Meeting of Stockholders to be held on March 21, 2018 within the period required under the applicable rules of the SEC.  The information required by this Item is included under the captions "Corporate Governance and Board Matters", "Certain Relationships and Related Party Transactions" and other information included in the Proxy Statement and is incorporated herein by reference.

Item 14.
Principal Accountant Fees and Services

The Company will file its definitive Proxy Statement for its Annual Meeting of Stockholders to be held on March 21, 2018 within the period required under the applicable rules of the SEC.  The information required by this Item is included under the caption "Fees Billed by Independent Registered Public Accounting Firm" of such Proxy Statement and is incorporated herein by reference.

27

PART IV

Item 15.
Exhibits and Financial Statement Schedules

A.    Index to Financial Statements and Financial Statement Schedules

1. Financial Statements

The consolidated financial statements listed in the accompanying index to financial statements on Page 29 are filed as part of this Annual Report.

2. Financial Statement Schedules --

The financial statement schedules required by this Item is filed with this report and are listed in the accompanying index to financial statements on Page 29.  All other financial statement schedules are not applicable.

B.    Exhibits.

Listed below are all Exhibits filed as part of this report. Certain Exhibits are incorporated by reference to documents previously filed by the Company with the SEC pursuant to Rule 12b-32 under the Securities Exchange Act of 1934, as amended.

Exhibit
3.1          
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
3.2
 
 
4.1
Common Stock:  See Exhibits 3.1 (a)-(m) hereto.
 
 
4.2
 
 
4.3
Series F Preferred Shares:  See Exhibits 3.1 (a)-(m) hereto.
 
 
4.4
Series G Preferred Shares:  See Exhibits 3.1 (a)-(m) hereto.
   
4.5
Series H Preferred Shares:  See Exhibits 3.1 (a)-(m) hereto.
 
 
10.1
 
 
10.2
Form of Restricted Stock Award Agreement with Restricted Stock Plan Participants (Non-Diretor Employees).*#
 
 
10.3
Form of Restricted Stock Award Agreement with Restricted Stock Plan Participants (Employee Director).*#
 
 
10.4
Forms of Restricted Stock Award Agreements with Restricted Stock Plan Participants (Non-Employee Director).*#
 
 
10.5
Forms of Restricted Stock Award Agreements with Restricted Stock Plan Participants (Chairman).*#
   
10.6
 
 
10.7
 
 
10.8
 
 
10.9
 
 
10.10
 
 
10.11
 
 
10.12
 
 
10.13  
   
12
Calculation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.*
 
 
21
List of the Company's subsidiaries.*
 
 
23
Consent of PKF O'Connor Davies, LLP.*
 
 
31.1
Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Willing L. Biddle.*
 
 
31.2
Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by John T. Hayes.*
 
 
32
Certification pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Willing L. Biddle and John T. Hayes.**
 
 
101
The following materials from Urstadt Biddle Properties Inc. Annual Report on Form 10-K for the year ended October 31, 2017, 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 Statements of Stockholders' Equity and (6) Notes to Consolidated Financial Statements detail tagged.*



#
Management contract, compensation Plan arrangement.
*
Filed herewith.
**
Furnished herewith.

28

 
URSTADT BIDDLE PROPERTIES INC.
  
Item 15.
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
Page
     
 
30
     
 
31
     
 
32
     
   33
     
   34
     
   35
     
   52
     
Schedules
    
     
III
  53
     
IV
  55

 
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.

29

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

   
October 31, 2017
    
October 31, 2016
  
ASSETS
            
Real Estate Investments:
            
Real Estate – at cost
  
$
1,090,402
    
$
1,016,838
  
Less: Accumulated depreciation
    
(195,020
)
    
(186,098
)
     
895,382
      
830,740
  
Investments in and advances to unconsolidated joint ventures
    
38,049
      
38,469
  
Mortgage note receivable
    
-
      
13,500
  
     
933,431
      
882,709
  
                 
Cash and cash equivalents
    
8,674
      
7,271
  
Restricted cash
    
2,306
      
2,024
  
Tenant receivables
    
19,632
      
18,890
  
Prepaid expenses and other assets
    
20,803
      
13,338
  
Deferred charges, net of accumulated amortization
    
11,867
      
7,092
  
Total Assets
  
$
996,713
    
$
931,324
  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                
                 
Liabilities:
                
Revolving credit lines
  
$
4,000
    
$
8,000
  
Mortgage notes payable and other loans
    
297,071
      
273,016
  
Accounts payable and accrued expenses
    
4,200
      
4,977
  
Deferred compensation – officers
    
96
      
130
  
Other liabilities
    
22,755
      
27,915
  
Total Liabilities
    
328,122
      
314,038
  
                 
Redeemable Noncontrolling Interests
    
81,361
      
18,253
  
                 
Commitments and Contingencies
                
                 
Stockholders' Equity:
                
7.125% Series F Cumulative Preferred Stock (liquidation preference of $25 per share);  -0- and 5,175,000 shares issued and outstanding
    
-
      
129,375
  
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 and -0- shares issued and outstanding
    
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; 9,664,778 and 9,507,973 shares issued and outstanding
    
97
      
96
  
Class A Common Stock, par value $0.01 per share; 100,000,000 shares authorized; 29,728,744 and 29,633,520 shares issued and outstanding
    
297
      
296
  
Additional paid in capital
    
514,217
      
509,660
  
Cumulative distributions in excess of net income
    
(120,123
)
    
(114,091
)
Accumulated other comprehensive income (loss)
    
2,742
      
(1,303
)
Total Stockholders' Equity
    
587,230
      
599,033
  
Total Liabilities and Stockholders' Equity
  
$
996,713
    
$
931,324
  

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

30

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

   
Year Ended October 31,
  
   
2017
    
2016
    
2015
  
Revenues
                  
Base rents
  
$
88,383
    
$
87,172
    
$
83,885
  
Recoveries from tenants
    
28,676
      
25,788
      
28,703
  
Lease termination income
    
2,432
      
619
      
472
  
Mortgage interest and other
    
4,069
      
3,213
      
2,252
  
Total Revenues
    
123,560
      
116,792
      
115,312
  
                         
Expenses
                        
Property operating
    
20,074
      
18,717
      
21,267
  
Property taxes
    
19,621
      
18,548
      
18,224
  
Depreciation and amortization
    
26,512
      
23,025
      
22,435
  
General and administrative
    
9,183
      
9,284
      
8,576
  
Provision for tenant credit losses
    
583
      
1,161
      
1,271
  
Acquisition costs
    
-
      
412
      
2,068
  
Directors' fees and expenses
    
321
      
318
      
330
  
Total Operating Expenses
    
76,294
      
71,465
      
74,171
  
                         
Operating Income
    
47,266
      
45,327
      
41,141
  
                         
Non-Operating Income (Expense):
                        
Interest expense
    
(12,981
)
    
(12,983
)
    
(13,475
)
Equity in net income from unconsolidated joint ventures
    
2,057
      
2,019
      
1,941
  
Interest, dividends and other investment income
    
356
      
242
      
228
  
Income before gain on sale of properties
    
36,698
      
34,605
      
29,835
  
Gain on sale of properties
    
18,734
      
-
      
20,377
  
Net Income
    
55,432
      
34,605
      
50,212
  
                         
Noncontrolling interests:
                        
Net income attributable to noncontrolling interests
    
(2,499
)
    
(889
)
    
(948
)
Net income attributable to Urstadt Biddle Properties Inc.
    
52,933
      
33,716
      
49,264
  
Preferred stock dividends
    
(14,960
)
    
(14,280
)
    
(14,605
)
Redemption of preferred stock
    
(4,075
)
    
-
      
-
  
Net Income Applicable to Common and Class A Common Stockholders
  
$
33,898
    
$
19,436
    
$
34,659
  
                         
Basic Earnings Per Share:
                        
Per Common Share
  
$
0.82
    
$
0.50
    
$
0.92
  
Per Class A Common Share
  
$
0.92
    
$
0.57
    
$
1.04
  
                         
Diluted Earnings Per Share:
                        
Per Common Share
  
$
0.80
    
$
0.49
    
$
0.90
  
Per Class A Common Share
  
$
0.90
    
$
0.56
    
$
1.02
  

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

31

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

   
Year Ended October 31,
  
   
2017
    
2016
    
2015
  
                   
Net Income
  
$
55,432
    
$
34,605
    
$
50,212
  
                         
Other comprehensive income:
                        
 Change in unrealized gains (losses) on interest rate swaps
    
4,045
      
(73
)
    
(1,293
)
                         
Total comprehensive income
    
59,477
      
34,532
      
48,919
  
Comprehensive income attributable to noncontrolling interests
    
(2,499
)
    
(889
)
    
(948
)
                         
Total comprehensive income attributable to Urstadt Biddle Properties Inc.
    
56,978
      
33,643
      
47,971
  
Preferred stock dividends
    
(14,960
)
    
(14,280
)
    
(14,605
)
Redemption of preferred stock
    
(4,075
)
    
-
      
-
  
                         
Total comprehensive income applicable to Common and Class A Stockholders
  
$
37,943
    
$
19,363
    
$
33,366
  

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

32

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

   
Year Ended October 31,
  
   
2017
    
2016
    
2015
  
Cash Flows from Operating Activities:
                  
Net income
  
$
55,432
    
$
34,605
    
$
50,212
  
Adjustments to reconcile net income to net cash provided
                        
by operating activities:
                        
Depreciation and amortization
    
26,512
      
23,025
      
22,435
  
Straight-line rent adjustment
    
(507
)
    
(1,902
)
    
(1,551
)
Provisions for tenant credit losses
    
583
      
1,161
      
1,271
  
Restricted stock compensation expense and other adjustments
    
3,956
      
4,442
      
4,201
  
Deferred compensation arrangement
    
(35
)
    
(26
)
    
(31
)
Gain on sale of properties
    
(18,734
)
    
-
      
(20,377
)
Equity in net (income) of unconsolidated joint ventures
    
(2,057
)
    
(2,019
)
    
(1,941
)
Distributions of operating income from unconsolidated joint ventures
    
2,057
      
2,019
      
1,941
  
Changes in operating assets and liabilities:
                        
Tenant receivables
    
(825
)
    
4,203
      
(2,033
)
Accounts payable and accrued expenses
    
3,635
      
1,464
      
530
  
Other assets and other liabilities, net
    
(6,740
)
    
(5,057
)
    
(1,548
)
Restricted Cash
    
(282
)
    
166
      
(68
)
Net Cash Flow Provided by Operating Activities
    
62,995
      
62,081
      
53,041
  
                         
Cash Flows from Investing Activities:
                        
Acquisitions of real estate investments
    
(30,599
)
    
(58,737
)
    
(136,304
)
Investments in and advances to unconsolidated joint ventures
    
(158
)
    
(700
)
    
(247
)
Investment in mortgage note
    
-
      
(13,500
)
    
-
  
Repayment of mortgage note
    
13,500
      
-
      
-
  
Deposits on acquisition of real estate investments
    
(715
)
    
(750
)
    
(695
)
Returns of deposits on real estate investments
    
500
      
640
      
627
  
Improvements to properties and deferred charges
    
(9,676
)
    
(21,462
)
    
(12,175
)
Net proceeds from sale of properties
    
45,438
      
-
      
43,806
  
Deposits received on sale of property
    
-
      
11,900
      
-
  
Distributions to noncontrolling interests
    
(2,499
)
    
(889
)
    
(1,990
)
Return of capital from unconsolidated joint ventures
    
471
      
1,426
      
3
  
Net Cash Flow Provided by (Used in) Investing Activities
    
16,262
      
(82,072
)
    
(106,975
)
                         
Cash Flows from Financing Activities:
                        
Dividends paid -- Common and Class A Common Stock
    
(40,596
)
    
(37,092
)
    
(35,387
)
Dividends paid -- Preferred Stock
    
(14,960
)
    
(14,280
)
    
(14,605
)
Principal repayments on mortgage notes payable
    
(6,776
)
    
(20,744
)
    
(12,909
)
Proceeds from mortgage note
    
50,000
      
33,663
      
68,219
  
Repayment of mortgage note
    
(43,675
)
    
-
      
-
  
Proceeds from revolving credit line borrowings
    
52,000
      
52,000
      
104,750
  
Repayment of term loan borrowing
    
-
      
-
      
(25,000
)
Sales of additional shares of Common and Class A Common Stock
    
200
      
73,842
      
59,983
  
Repayments on revolving credit line borrowings
    
(56,000
)
    
(66,750
)
    
(97,550
)
Repurchase of shares of Class A Common Stock
    
-
      
-
      
(3,363
)
Net proceeds from issuance of Preferred Stock
    
111,328
      
-
      
4,640
  
Redemption of preferred stock including restricted cash
    
(129,375
)
    
-
      
(61,250
)
Net Cash Flow Provided by (Used in) Financing Activities
    
(77,854
)
    
20,639
      
(12,472
)
                         
Net Increase/(Decrease) In Cash and Cash Equivalents
    
1,403
      
648
      
(66,406
)
Cash and Cash Equivalents at Beginning of Year
    
7,271
      
6,623
      
73,029
  
                         
Cash and Cash Equivalents at End of Year
  
$
8,674
    
$
7,271
    
$
6,623
  

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

33
URSTADT BIDDLE PROPERTIES INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except shares and per share data)

   
7.125%
Series F
Preferred
Stock
Issued
    
7.125%
Series F
Preferred
Stock
Amount
    
6.75%
Series G
Preferred
Stock
Issued
    
6.75%
Series G
Preferred
Stock
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, 2014
    
5,175,000
    
$
129,375
      
2,800,000
    
$
70,000
      
-
    
$
-
      
9,193,559
    
$
92
      
23,611,715
    
$
236
    
$
370,979
    
$
(95,702
)
  
$
63
    
$
475,043
  
Net income applicable to Common and Class A common stockholders
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
34,659
      
-
      
34,659
  
Change in unrealized (loss) on interest rate swap
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(1,293
)
    
(1,293
)
Cash dividends paid :
                                                                                                                
Common stock ($0.90 per share)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(8,413
)
    
-
      
(8,413
)
Class A common stock ($1.02 per share)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(26,974
)
    
-
      
(26,974
)
Issuance of Series G Preferred Stock
    
-
      
-
      
200,000
      
5,000
      
-
      
-
      
-
      
-
      
-
      
-
      
(360
)
    
-
      
-
      
4,640
  
Issuance of shares under dividend reinvestment plan
    
-
      
-
      
-
      
-
      
-
      
-
      
5,326
      
-
      
6,104
      
-
      
223
      
-
      
-
      
223
  
Shares issued under restricted stock plan
    
-
      
-
      
-
      
-
      
-
      
-
      
152,000
      
2
      
92,750
      
1
      
(3
)
    
-
      
-
      
-
  
Forfeiture of restricted stock
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(26,600
)
    
-
      
-
      
-
      
-
      
-
  
Issuance of Class A Common stock
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
2,875,000
      
29
      
59,731
      
-
      
-
      
59,760
  
Repurchase of Class A common stock
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(188,753
)
    
(2
)
    
(3,360
)
    
-
      
-
      
(3,362
)
Restricted stock compensation and other adjustment
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
4,201
      
-
      
-
      
4,201
  
Adjustments to redeemable noncontrolling interests
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
2,294
      
-
      
2,294
  
Balances - October 31, 2015
    
5,175,000
      
129,375
      
3,000,000
      
75,000
      
-
      
-
      
9,350,885
      
94
      
26,370,216
      
264
      
431,411
      
(94,136
)
    
(1,230
)
    
540,778
  
Net income applicable to Common and Class A common stockholders
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
19,436
      
-
      
19,436
  
Change in unrealized (loss) on interest rate swap
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(73
)
    
(73
)
Cash dividends paid :
                                                                                                                
Common stock ($0.92 per share)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(8,745
)
    
-
      
(8,745
)
Class A common stock ($1.04 per share)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(28,348
)
    
-
      
(28,348
)
Issuance of shares under dividend reinvestment plan
    
-
      
-
      
-
      
-
      
-
      
-
      
4,988
      
-
      
5,854
      
-
      
219
      
-
      
-
      
219
  
Shares issued under restricted stock plan
    
-
      
-
      
-
      
-
      
-
      
-
      
152,100
      
2
      
95,600
      
1
      
(3
)
    
-
      
-
      
-
  
Forfeiture of restricted stock
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(650
)
    
-
      
-
      
-
      
-
      
-
  
Issuance of Class A Common stock
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
3,162,500
      
31
      
73,623
      
-
      
-
      
73,654
  
Restricted stock compensation and other adjustment
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
4,410
      
-
      
-
      
4,410
  
Adjustments to redeemable noncontrolling interests
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(2,298
)
    
-
      
(2,298
)
Balances - October 31, 2016
    
5,175,000
      
129,375
      
3,000,000
      
75,000
      
-
      
-
      
9,507,973
      
96
      
29,633,520
      
296
      
509,660
      
(114,091
)
    
(1,303
)
    
599,033
  
Net income applicable to Common and Class A common stockholders
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
33,898
      
-
      
33,898
  
Change in unrealized losses on interest rate swap
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
4,045
      
4,045
  
Cash dividends paid :
                                                                                                                
Common stock ($0.94 per share)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(9,082
)
    
-
      
(9,082
)
Class A common stock ($1.06 per share)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(31,514
)
    
-
      
(31,514
)
Issuance of shares under dividend reinvestment plan
    
-
      
-
      
-
      
-
      
-
      
-
      
4,705
      
-
      
5,399
      
-
      
200
      
-
      
-
      
200
  
Shares issued under restricted stock plan
    
-
      
-
      
-
      
-
      
-
      
-
      
152,100
      
1
      
96,225
      
1
      
(2
)
    
-
      
-
      
-
  
Forfeiture of restricted stock
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(6,400
)
    
-
      
-
      
-
      
-
      
-
  
Issuance of Series H Preferred Stock
    
-
      
-
      
-
      
-
      
4,600,000
      
115,000
      
-
      
-
      
-
      
-
      
(3,672
)
    
-
      
-
      
111,328
  
Redemption of Series F Preferred Stock
    
(5,175,000
)
    
(129,375
)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
4,075
      
-
      
-
      
(125,300
)
Restricted stock compensation and other adjustments
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
3,956
      
-
      
-
      
3,956
  
Adjustments to redeemable noncontrolling interests
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
666
      
-
      
666
  
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
  

The accompanying notes to consolidated financial statements are an integral part of these statements.
34

URSTADT BIDDLE PROPERTIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2017

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

Business
Urstadt Biddle Properties Inc. ("Company"), a Maryland Corporation, is a real estate investment trust (REIT), engaged in the acquisition, ownership and management of commercial real estate, primarily neighborhood and community shopping centers in the northeastern part of the United States with a concentration in the metropolitan New York tri-state area outside of the City of New York. The Company's major tenants include supermarket chains and other retailers who sell basic necessities. At October 31, 2017, the Company owned or had equity interests in 81 properties containing a total of 5.1 million square feet of gross leasable area ("GLA").

Principles of Consolidation and Use of Estimates
The accompanying consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and joint ventures in which the Company meets certain criteria of a sole general partner in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, "Consolidation." The Company has determined that such joint ventures should be consolidated into the consolidated financial statements of the Company. In accordance with ASC Topic 970-323 "Real Estate-General-Equity Method and Joint Ventures;" joint ventures that the Company does not control but otherwise exercises significant influence in, are accounted for under the equity method of accounting. See Note 7 for further discussion of the unconsolidated joint ventures. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying financial statements are prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the periods covered by the financial statements. The most significant assumptions and estimates relate to the valuation of real estate, depreciable lives, revenue recognition, fair value measurements and the collectability of tenant receivables.  Actual results could differ from these estimates.

Federal Income Taxes
The Company has elected to be treated as a real estate investment trust under Sections 856-860 of the Internal Revenue Code ("Code"). Under those sections, a REIT that, among other things, distributes at least 90% of real estate trust taxable income and meets certain other qualifications prescribed by the Code will not be taxed on that portion of its taxable income that is distributed. The Company believes it qualifies as a REIT and intends to distribute all of its taxable income for fiscal 2017 in accordance with the provisions of the Code. Accordingly, no provision has been made for Federal income taxes in the accompanying consolidated financial statements.

The Company follows the provisions of ASC Topic 740, "Income Taxes," that, among other things, defines a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.   Based on its evaluation, the Company determined that it has no uncertain tax positions and no unrecognized tax benefits as of October 31, 2017.  As of October 31, 2017, the fiscal tax years 2013 through and including 2016 remain open to examination by the Internal Revenue Service.  There are currently no federal tax examinations in progress.

Acquisitions of Real Estate Investments and Capitalization Policy
 
Acquisition of Real Estate Investments:
In January 2017, the FASB issued an ASU 2017-01 that clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revised framework establishes a screen for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, which is expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do not meet the definition of a business are accounted for as asset acquisitions. This update is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted for transactions that have not been reported in previously issued (or available to be issued) financial statements.

The Company early adopted this accounting standard effective November 1, 2016. As a result of this adoption, we evaluated eight real estate acquisitions completed during the fiscal 2017 under the new framework and determined that the assets acquired did not meet the definition of a business. Accordingly, we accounted for these transactions as an asset acquisitions. Refer to Note 3 – Investment Properties and Note 6 - Consolidated Joint Ventures and Redeemable Noncontrolling Interests in our consolidated financial statements for a further discussion regarding these acquisitions.

Evaluation of business combination or asset acquisition:

The Company evaluates each acquisition of real estate or in-substance real estate (including equity interests in entities that predominantly hold real estate assets) to determine if the integrated set of assets and activities acquired meet the definition of a business and need to be accounted for as a business combination. If either of the following criteria is met, the integrated set of assets and activities acquired would not qualify as a business:
 
•
Substantially all of the fair value of the gross assets acquired is concentrated in either a single identifiable asset or a group of similar identifiable assets; or
•
The integrated set of assets and activities is lacking, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs (i.e. revenue generated before and after the transaction).
 
An acquired process is considered substantive if:
 
•
The process includes an organized workforce (or includes an acquired contract that provides access to an organized workforce), that is skilled, knowledgeable, and experienced in performing the process;
•
 The process cannot be replaced without significant cost, effort, or delay; or
•
The process is considered unique or scarce.
 
Generally, we expect that acquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings, and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay.

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

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

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

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

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

35
Depreciation and Amortization
The Company uses the straight-line method for depreciation and amortization. Real estate investment properties are depreciated over the estimated useful lives of the properties, which range from 30 to 40 years. Property improvements are depreciated over the estimated useful lives that range from 10 to 20 years. Furniture and fixtures are depreciated over the estimated useful lives that range from 3 to 10 years. Tenant improvements are amortized over the shorter of the life of the related leases or their useful life.

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

In March 2017, the Company sold for $56.6 million its property located in White Plains, NY, as that property no longer met the Company's investment objectives.  In conjunction with the sale, the Company realized a gain on sale of property in the amount of $19.5 million, which is included in continuing operations in the consolidated statement of income for the year ended October 31, 2017.  The net book value of the White Plains asset at October 31, 2016 was insignificant to the financial statement presentation and as a result the Company did not include the asset as held for sale in accordance with ASC 360-10-45.

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

In August 2015, the Company sold, for $44.5 million, its property located in Meriden, CT, as that property no longer met the Company's investment objectives.  In conjunction with the sale, the Company realized a gain on sale of property in the amount of $20.4 million, which is included in continuing operations in the consolidated statement of income for the year ended October 31, 2015.

The combined operating results of the White Plains Property, the Fairfield Property and the Meriden property, which are included in continuing operations, were as follows (amounts in thousands):

   
Year Ended October 31,
  
   
2017
    
2016
    
2015
  
Revenues
  
$
130
    
$
5,656
    
$
5,829
  
Property operating expense
    
(330
)
    
(1,341
)
    
(3,234
)
Depreciation and amortization
    
(91
)
    
(476
)
    
(1,787
)
Net Income (loss)
  
$
(291
)
  
$
3,839
    
$
808
  

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

Asset Impairment
On a periodic basis, management assesses whether there are any indicators that the value of its real estate investments may be impaired.  A property value is considered impaired when management's estimate of current and projected operating cash flows (undiscounted and without interest) of the property over its remaining useful life is less than the net carrying value of the property.  Such cash flow projections consider factors such as expected future operating income, trends and prospects, as well as the effects of demand, competition and other factors.  To the extent impairment has occurred, the loss is measured as the excess of the net carrying amount of the property over the fair value of the asset.  Changes in estimated future cash flows due to changes in the Company's plans or market and economic conditions could result in recognition of impairment losses which could be substantial.  Management does not believe that the value of any of its real estate investments is impaired at October 31, 2017.

Revenue Recognition
Our leases with tenants are classified as operating leases.  Rental income is generally recognized based on the terms of leases entered into with tenants. In those instances in which the Company funds tenant improvements and the improvements are deemed to be owned by the Company, revenue recognition will commence when the improvements are substantially completed and possession or control of the space is turned over to the tenant. When the Company determines that the tenant allowances are lease incentives, the Company commences revenue recognition when possession or control of the space is turned over to the tenant for tenant work to begin. Minimum rental income from leases with scheduled rent increases is recognized on a straight-line basis over the lease term. At October 31, 2017 and 2016, approximately $17,349,000 and $16,829,000, respectively, has been recognized as straight-line rents receivable (representing the current net cumulative rents recognized prior to when billed and collectible as provided by the terms of the leases), all of which is included in tenant receivables in the accompanying consolidated financial statements. Percentage rent is recognized when a specific tenant's sales breakpoint is achieved. Property operating expense recoveries from tenants of common area maintenance, real estate taxes and other recoverable costs are recognized in the period the related expenses are incurred. Lease incentives are amortized as a reduction of rental revenue over the respective tenant lease terms. Lease termination amounts are recognized in operating revenues when there is a signed termination agreement, all of the conditions of the agreement have been met, the tenant is no longer occupying the property and the termination consideration is probable of collection. Lease termination amounts are paid by tenants who want to terminate their lease obligations before the end of the contractual term of the lease by agreement with the Company. There is no way of predicting or forecasting the timing or amounts of future lease termination fees. Interest income is recognized as it is earned. Gains or losses on disposition of properties are recorded when the criteria for recognizing such gains or losses under GAAP have been met.

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

The Company provides an allowance for doubtful accounts against the portion of tenant receivables (including an allowance for future tenant credit losses of approximately 10% of the deferred straight-line rents receivable) which is estimated to be uncollectible. Such allowances are reviewed periodically. At October 31, 2017 and 2016, tenant receivables in the accompanying consolidated balance sheets are shown net of allowances for doubtful accounts of $4,543,000 and $4,097,000, respectively.

36
Cash Equivalents
Cash and cash equivalents consist of cash in banks and short-term investments with original maturities of less than three months.

Restricted Cash
Restricted cash consists of those tenant security deposits and replacement and other reserves required by agreement with certain of the Company's mortgage lenders for property level capital requirements that are required to be held in separate bank accounts.

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

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

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

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

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

37
Earnings Per Share
The Company calculates basic and diluted earnings per share in accordance with the provisions of ASC Topic 260, "Earnings Per Share." Basic earnings per share ("EPS") excludes the impact of dilutive shares and is computed by dividing net income applicable to Common and Class A Common stockholders by the weighted average number of Common shares and Class A Common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue Common shares or Class A Common shares were exercised or converted into Common shares or Class A Common shares and then shared in the earnings of the Company. Since the cash dividends declared on the Company's Class A Common stock are higher than the dividends declared on the Common Stock, basic and diluted EPS have been calculated using the "two-class" method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to the weighted average of the dividends declared, outstanding shares per class and participation rights in undistributed earnings.

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

   
Year Ended October 31,
  
   
2017
    
2016
    
2015
  
Numerator
                  
Net income applicable to common stockholders – basic
  
$
6,857
    
$
4,142
    
$
7,412
  
Effect of dilutive securities:
                        
Restricted stock awards
    
376
      
236
      
431
  
Net income applicable to common stockholders – diluted
  
$
7,233
    
$
4,378
    
$
7,843
  
Denominator
                        
Denominator for basic EPS-weighted average common shares
    
8,383
      
8,241
      
8,059
  
Effect of dilutive securities:
                        
Restricted stock awards
    
643
      
669
      
669
  
Denominator for diluted EPS – weighted average common equivalent shares
    
9,026
      
8,910
      
8,728
  
                         
Numerator
                        
Net income applicable to Class A common stockholders – basic
  
$
27,041
    
$
15,294
    
$
27,247
  
Effect of dilutive securities:
                        
Restricted stock awards
    
(376
)
    
(236
)
    
(431
)
Net income applicable to Class A common stockholders – diluted
  
$
26,665
    
$
15,058
    
$
26,816
  
                         
Denominator
                        
Denominator for basic EPS – weighted average Class A common shares
    
29,317
      
26,921
      
26,141
  
Effect of dilutive securities:
                        
Restricted stock awards
    
186
      
191
      
191
  
Denominator for diluted EPS – weighted average Class A common equivalent shares
    
29,503
      
27,112
      
26,332
  

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

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

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

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

   
Year Ended October 31,
  
   
2017
    
2016
    
2015
  
Ridgeway Revenues
    
11.2
%
    
11.3
%
    
11.7
%
All Other Property Revenues
    
88.8
%
    
88.7
%
    
88.3
%
Consolidated Revenue
    
100.0
%
    
100.0
%
    
100.0
%

 
Year Ended October 31,
  
 
2017
  
2016
  
Ridgeway Assets
    
7.2
%
    
7.6
%
All Other Property Assets
    
92.8
%
    
92.4
%
Consolidated Assets (Note 1)
    
100.0
%
    
100.0
%

Note 1- Ridgeway did not have any significant expenditures for additions to long lived assets in any of the fiscal years ended October 31, 2017, 2016 and 2015.

 
Year Ended October 31,
  
 
2017
  
2016
  
2015
  
Ridgeway Percent Leased
    
96
%
    
98
%
    
97
%

Ridgeway Significant Tenants (by base rent):
  
Year Ended October 31,
  
   
2017
    
2016
    
2015
  
The Stop & Shop Supermarket Company
    
19
%
    
19
%
    
19
%
Bed, Bath & Beyond
    
14
%
    
14
%
    
14
%
Marshall's Inc., a division of the TJX Companies
    
11
%
    
11
%
    
11
%
All Other Tenants at Ridgeway (Note 2)
    
56
%
    
56
%
    
56
%
Total
    
100
%
    
100
%
    
100
%

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

   
Year Ended October 31, 2017
  
Income Statement (In Thousands):
  
Ridgeway
    
All Other
Operating Segments
    
Total Consolidated
  
Revenues
  
$
13,832
    
$
109,728
    
$
123,560
  
Operating Expenses
  
$
3,809
    
$
35,886
    
$
39,695
  
Interest Expense
  
$
2,034
    
$
10,947
    
$
12,981
  
Depreciation and Amortization
  
$
3,016
    
$
23,496
    
$
26,512
  
Income from Continuing Operations
  
$
4,973
    
$
31,725
    
$
36,698
  

   
Year Ended October 31, 2016
  
   
Ridgeway
    
All Other
Operating Segments
    
Total Consolidated
  
Revenues
  
$
13,192
    
$
103,600
    
$
116,792
  
Operating Expenses
  
$
3,649
    
$
33,616
    
$
37,265
  
Interest Expense
  
$
2,487
    
$
10,496
    
$
12,983
  
Depreciation and Amortization
  
$
2,468
    
$
20,557
    
$
23,025
  
Income from Continuing Operations
  
$
4,588
    
$
30,017
    
$
34,605
  

   
Year Ended October 31, 2015
  
   
Ridgeway
    
All Other
Operating Segments
    
Total Consolidated
  
Revenues
  
$
13,485
    
$
101,827
    
$
115,312
  
Operating Expenses
  
$
3,768
    
$
35,723
    
$
39,491
  
Interest Expense
  
$
2,545
    
$
10,930
    
$
13,475
  
Depreciation and Amortization
  
$
2,358
    
$
20,077
    
$
22,435
  
Income from Continuing Operations
  
$
4,814
    
$
25,021
    
$
29,835
  

38
Reclassification
Certain fiscal 2015 and 2016 amounts have been reclassified to conform to current period presentation.

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

In August 2016, the FASB issued ASU 2016-15 that provides guidance, amongst other things, on classification of cash distributions received from equity method investments, including unconsolidated joint ventures. The ASU provides two approaches to determine the classification of cash distributions received: (i) the "cumulative earnings" approach, under which distributions up to the amount of cumulative equity in earnings recognized will be classified as cash inflows from operating activities, and those in excess of that amount will be classified as cash inflows from investing activities, and (ii) the "nature of the distribution" approach, under which distributions will be classified based on the nature of the underlying activity that generated cash distributions. Companies will elect either the "cumulative earnings" or the "nature of the distribution" approach. Entities that elect the "nature of the distribution" approach but lack the information to apply it will apply the cumulative earnings approach as an accounting change on a retrospective basis. ASU 2016-15 is effective for reporting periods beginning after December 15, 2017, with early adoption permitted, and will be applied retrospectively (exceptions apply). We are currently assessing the effect that ASU 2016-15 will have on our consolidated financial statements.

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

The Company has evaluated all other new Accounting Standards Updates issued by FASB and has concluded that these updates do not have a material effect on the Company's consolidated financial statements as of October 31, 2017.

39
(2) REAL ESTATE INVESTMENTS

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

   
Consolidated
Investment Properties
    
Unconsolidated
Joint Ventures
    
2017
Totals
    
2016
Totals
  
Retail
  
$
885,069
    
$
38,049
    
$
923,118
    
$
872,292
  
Office
    
10,313
      
-
      
10,313
      
10,417
  
   
$
895,382
    
$
38,049
    
$
933,431
    
$
882,709
  

The Company's investments at October 31, 2017 consisted of equity interests in 81 properties.  The 81 properties are located in various regions throughout the northeastern part of the United States with a concentration in the metropolitan New York tri-state area outside of the City of New York.  The Company's primary investment focus is neighborhood and community shopping centers located in the region just described. Since a significant concentration of the Company's properties are in the northeast, market changes in this region could have an effect on the Company's leasing efforts and ultimately its overall results of operations.

40
(3) INVESTMENT PROPERTIES

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

   
October 31,
  
   
2017
    
2016
  
Land
  
$
218,501
    
$
187,676
  
Buildings and improvements
    
871,901
      
829,162
  
     
1,090,402
      
1,016,838
  
Accumulated depreciation
    
(195,020
)
    
(186,098
)
   
$
895,382
    
$
830,740
  

Space at the Company's properties is generally leased to various individual tenants under short and intermediate-term leases which are accounted for as operating leases.

Minimum rental payments on non-cancelable operating leases for the Company's consolidated properties totaling $525.0 million become due as follows (in millions): 2018 - $89.3; 2019 - $82.2; 2020 - $72.3; 2021 - $62.6; 2022 - $51.8; and thereafter – $166.8.

Certain of the Company's leases provide for the payment of additional rent based on a percentage of the tenant's revenues. Such additional percentage rents are included in operating lease income and were less than 1.00% of consolidated revenues in each of the three years ended October 31, 2017.

Significant Investment Property Transactions

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

In March 2017, the Company, through a wholly-owned subsidiary, purchased for $7.1 million a 36,500 square foot grocery-anchored shopping center located in Passaic, NJ ("Passaic Property").  The Company funded the purchase with available cash, the assumption of a mortgage note secured by the property in the amount of $3.5 million (see note 5) and proceeds from the sale of the Company's White Plains, NY property (see note 1).

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

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

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

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

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

   
Derby
    
Passaic
    
Fairfield
    
Waldwick
    
High Ridge
    
Chase
    
CVS
    
Dumont
  
Assets:
                                                
Land
  
$
651
    
$
2,038
    
$
572
    
$
2,740
    
$
17,163
    
$
2,376
    
$
2,295
    
$
6,646
  
Building and improvements
  
$
7,652
    
$
5,614
    
$
1,323
    
$
5,528
    
$
43,640
    
$
1,458
    
$
2,700
    
$
15,341
  
In-place leases
  
$
771
    
$
480
    
$
80
    
$
203
    
$
1,552
    
$
121
    
$
181
    
$
1,478
  
Above market leases
  
$
-
    
$
-
    
$
1,090
    
$
37
    
$
335
    
$
288
    
$
-
    
$
20
  
                                                                 
Liabilities:
                                                                
In-place leases
  
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
    
$
-
  
Below Market Leases
  
$
-
    
$
769
    
$
-
    
$
157
    
$
263
    
$
-
    
$
373
    
$
844
  

The following table summarizes the operating results included in the Company's historical consolidated statements of income for the properties acquired during the fiscal year ended 2017 (in thousands).

 
Year Ended
October 31, 2017
  
     
Revenues
  
$
6,825
  
Net income attributable to Urstadt Biddle Properties Inc.
  
$
1,846
  

Prior to adopting ASU 2017-01, the Company acquired two properties in fiscal 2016, which were accounted for as business combinations as required by ASC Topic 805.  ASC Topic 805 required the fair value of the real estate purchased to be allocated to the acquired tangible assets (consisting of land, buildings and building improvements), and identified intangible assets and liabilities (consisting of above-market and below-market leases and in-place leases).  Acquisition costs related to the business combinations were expensed as incurred.

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

In July 2016, the Company purchased, for $45.3 million, the 72,000 square foot Newfield Green shopping center located in Stamford, CT ("Newfield Property").  The Company funded the purchase with a combination of available cash, borrowings on its Facility and proceeds generated by placing a non-recourse first mortgage on the property in the approximate amount of $22.7 million (see note 5).  In conjunction with the purchase, the Company incurred acquisition costs totaling $185,000, which have been expensed in the year ended October 31, 2016 consolidated statement of income.

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

   
Newfield Green
    
970 High Ridge Road
  
Assets:
            
In-place leases
  
$
961
    
$
62
  
Above market leases
  
$
118
    
$
-
  
                 
Liabilities:
                
In-place leases
  
$
-
    
$
-
  
Below market leases
  
$
1,061
    
$
74
  

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

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

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

41
(4) MORTGAGE NOTE RECEIVABLE

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

42
(5) MORTGAGE NOTES PAYABLE, BANK LINES OF CREDIT AND OTHER LOANS

At October 31, 2017, the Company has mortgage notes payable and other loans that are due in installments over various periods to fiscal 2031.  The mortgage loans bear interest at rates ranging from 3.4% to 6.6% and are collateralized by real estate investments having a net carrying value of approximately $570.8 million.

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

   
Principal
Repayments
    
Scheduled
Amortization
    
Total
  
2018
  
$
9,904
    
$
6,391
    
$
16,295
  
2019
    
26,880
      
6,197
      
33,077
  
2020
    
-
      
5,848
      
5,848
  
2021
    
-
      
6,200
      
6,200
  
2022
    
49,486
      
5,503
      
54,989
  
Thereafter
    
171,006
      
9,656
      
180,662
  
   
$
257,276
    
$
39,795
    
$
297,071
  


The Company has a $100 million unsecured revolving credit facility with a syndicate of three banks led by The Bank of New York Mellon, as administrative agent. The syndicate also includes Wells Fargo Bank N.A. and Bank of Montreal (co-syndication agent).  The Facility gives the Company the option, under certain conditions, to increase the Facility's borrowing capacity up to $150 million (subject to lender approval). The maturity date of the Facility is August 23, 2020 with a one-year extension at the Company's option. Borrowings under the Facility can be used for general corporate purposes and the issuance of letters of credit (up to $10 million). Borrowings will bear interest at the Company's option of Eurodollar rate plus 1.35% to 1.95% or The Bank of New York Mellon's prime lending rate plus 0.35% to 0.95% based on consolidated indebtedness, as defined. The Company pays a quarterly fee on the unused commitment amount of 0.15% to 0.25% per annum based on outstanding borrowings during the year. The Facility contains certain representations, financial and other covenants typical for this type of facility. The Company's ability to borrow under the Facility is subject to its compliance with the covenants and other restrictions on an ongoing basis. The principal financial covenants limit the Company's level of secured and unsecured indebtedness and additionally require the Company to maintain certain debt coverage ratios. The Company was in compliance with such covenants at October 31, 2017.

As of October 31, 2017, $95 million was available to be drawn on the Facility.

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

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

In August 2017, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the Washington Commons Property (see note 6) with a balance of $10 million.  The mortgage loan requires monthly payments of principal and interest at the fixed rate of 3.87% per annum.  The mortgage matures on April 1, 2018.

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

In March 2017, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the Passaic Property (see note 3) with a balance of $3.5 million.  The mortgage loan requires monthly payments of principal and interest at the fixed rate of 4.64% per annum.  The mortgage matures on October 7, 2022.

In March 2017, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the High Ridge Shopping Center (see note 6) with a balance of $10 million.  The mortgage loan requires monthly payments of interest only at the fixed rate of 3.65% per annum.  The mortgage matures on March 1, 2025.

In March 2017, the Company, through a wholly-owned subsidiary, assumed an existing non-recourse first mortgage loan encumbering the CVS Property (see note 6) with a balance of $1.2 million.  The mortgage loan requires monthly payments of principal and interest at the fixed rate of 4.75% per annum.  The mortgage matures on June 1, 2037.

In September 2016, the Company refinanced its $7.2 million mortgage secured by 2 properties with the existing lender.  The new mortgage principal balance is $11 million and has a term of 10 years and requires payments of principal and interest at the rate of LIBOR plus 2.00%.  Concurrent with entering into the mortgage, the Company also entered into an interest rate swap contract, with the lender as the counterparty, which converted the variable interest rate (based on LIBOR) to a fixed rate of 3.475% per annum.

In July 2016, the Company placed a $22.7 million mortgage secured by its Newfield Green shopping center located in Stamford, CT.  The mortgage has a term of fifteen years and requires payments of principal and interest at the fixed rate of 3.89% per annum.

In May 2016, the Company repaid a $7.5 million mortgage that was secured by its Bloomfield, NJ property.

Interest paid in the years ended October 31, 2017, 2016, and 2015 was approximately $12.9 million, $13.1 million and $13.4 million, respectively.

43
(6) CONSOLIDATED JOINT VENTURES AND REDEEMABLE NONCONTROLLING INTERESTS

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

Ironbound (Ferry Plaza)

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

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

Orangeburg

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

McLean Plaza

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

UB High Ridge

In March 2017, the Company acquired an 8.80% interest in UB High Ridge, LLC ("UB High Ridge") for a net investment of $5.5 million.  UB High Ridge owns three commercial real estate properties, High Ridge Shopping Center, a grocery-anchored shopping center, ("High Ridge") and two single tenant commercial retail properties, one leased to JP Morgan Chase ("Chase Property") and one leased to CVS ("CVS Property").  Two of the properties are located in Stamford, CT and one in Greenwich, CT.  High Ridge is a grocery anchored shopping center anchored by a Trader Joes grocery store.  The properties were contributed to the new entities by the former owners who received units of ownership of UB High Ridge equal to the value of properties contributed less liabilities assumed (see note 5).  The UB High Ridge operating agreement provides for the non-managing members to receive an annual cash distribution, currently equal to 5.46% of their invested capital.

UB Dumont I, LLC

In August 2017, the Company acquired a 31.4% interest in UB Dumont I, LLC ("Dumont") for a net investment of $3.9 million.  Dumont owns a retail and residential real estate property, which retail portion is anchored by a Stop and Shop grocery store.  The property is located in Dumont, NJ.  The property was contributed to the new entity by the former owners who received units of ownership of Dumont equal to the value of contributed property less liabilities assumed (see note 4).  The Dumont operating agreement provides for the non-managing members to receive an annual cash distribution, currently equal to 5.05% of their invested capital.

Noncontrolling interests:

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

The following table sets forth the details of the Company's redeemable non-controlling interests (amounts in thousands):

   
October 31,
  
   
2017
    
2016
  
Beginning Balance
  
$
18,253
    
$
15,955
  
Initial UB High Ridge Noncontrolling Interest-Net
    
55,217
      
-
  
Initial Dumont Noncontrolling Interest-Net
    
8,557
      
-
  
Change in Redemption Value
    
(666
)
    
2,298
  
Ending Balance
  
$
81,361
    
$
18,253
  

44
(7) INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED JOINT VENTURES

At October 31, 2017 and 2016, investments in and advances to unconsolidated joint ventures consisted of the following (with the Company's ownership percentage in parentheses) (amounts in thousands):

   
October 31,
  
   
2017
    
2016
  
Chestnut Ridge and Plaza 59 Shopping Centers (50.0%)
  
$
18,032
    
$
18,200
  
Gateway Plaza (50%)
    
6,873
      
7,160
  
Putnam Plaza Shopping Center (66.67%)
    
5,968
      
5,970
  
Midway Shopping Center, L.P. (11.642%)
    
4,639
      
4,856
  
Applebee's at Riverhead (50%)
    
1,814
      
1,560
  
81 Pondfield Road Company (20%)
    
723
      
723
  
Total
  
$
38,049
    
$
38,469
  

Chestnut Ridge and Plaza 59 Shopping Centers

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

Gateway Plaza and Applebee's at Riverhead

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

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

Putnam Plaza Shopping Center

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

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

Midway Shopping Center, L.P.

The Company, through a wholly owned subsidiary, owns an 11.642% equity interest in Midway Shopping Center L.P. ("Midway"), which owns a 247,000 square foot grocery-anchored shopping center in Westchester County, New York. Although the Company only has an 11.642% equity interest in Midway, it controls 25% of the voting power of Midway, and as such, has determined that it exercises significant influence over the financial and operating decisions of Midway but does not control the venture and accounts for its investment in Midway under the equity method of accounting.

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

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

81 Pondfield Road Company

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

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


45
(8) STOCKHOLDERS' EQUITY

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

Preferred Stock

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

During fiscal 2017, the Company completed the public offering of 4,600,000 shares of 6.25% Series H Senior Cumulative Preferred Stock (the "Series H Preferred Stock") at a price of $25 per share for net proceeds of $111.3 million after underwriting discounts but before offering expenses. These shares are nonvoting, have no stated maturity and are redeemable for cash at $25 per share at the Company's option on or after September 18, 2022. Holders of these shares are entitled to cumulative dividends, payable quarterly in arrears. Dividends accrue from the date of issue at the annual rate of $1.5625 per share per annum. The holders of our Series H Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions holders of the Series H Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of Series H Preferred Stock, together with all of the Company's other Series of preferred stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holder of the Series H Preferred Stock will have the right to convert all or part of the shares of Series H Preferred Stock held by such holder on the applicable conversion date into a number of the Company's shares of Class A common stock. Underwriting commissions and costs incurred in connection with the sale of the Series H Preferred Stock are reflected as a reduction of additional paid in capital.

In October 2017, we redeemed all of the outstanding shares of our $25 Series F Cumulative Preferred Stock with a liquidation preference $25 per share. As a result we recognized a charge of $4.1 million on our consolidated statement of income for the fiscal year ended October 31, 2017, which represents the difference between redemption value and carrying value net of original deferred issuance costs.

Common Stock
In July and August 2016, the Company sold 3,162,500 shares of Class A Common Stock in an underwritten follow-on common stock offering for $23.29 per share and raised net proceeds of $73.7 million.

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

The Company has a Dividend Reinvestment and Share Purchase Plan (as amended, the "DRIP"), that permits stockholders to acquire additional shares of Common Stock and Class A Common Stock by automatically reinvesting dividends.  During fiscal 2017, the Company issued 4,705 shares of Common Stock and 5,399 shares of Class A Common Stock (4,988 shares of Common Stock and 5,854 shares of Class A Common Stock in fiscal 2016) through the DRIP.  As of October 31, 2017, there remained 342,934 shares of Common Stock and 398,916 shares of Class A Common Stock available for issuance under the DRIP.

The Company has a stockholder rights agreement that expires on November 11, 2018. The rights are not currently exercisable. When they are exercisable, the holder will be entitled to purchase from the Company one one-hundredth of a share of a newly-established Series A Participating Preferred Stock at a price of $65 per one one-hundredth of a preferred share, subject to certain adjustments. The distribution date for the rights will occur 10 days after a person or group either acquires or obtains the right to acquire 10% ("Acquiring Person") or more of the combined voting power of the Company's Common Shares, or announces an offer, the consummation of which would result in such person or group owning 30% or more of the then outstanding Common Shares. Thereafter, shareholders other than the Acquiring Person will be entitled to purchase original common shares of the Company having a value equal to 2 times the exercise price of the right.

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

The Company's articles of incorporation provide that if any person acquires more than 7.5% of the aggregate value of all outstanding stock, except, among other reasons, as approved by the Board of Directors, such shares in excess of this limit automatically will be exchanged for an equal number of shares of Excess Stock. Excess Stock has limited rights, may not be voted and is not entitled to any dividends.

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

The Company has repurchased 4,600 shares of Common Stock and 913,331 shares of Class A Common Stock under the Program.  For the year ended October 31, 2017, the Company did not repurchase any shares under the Program.

46
(9) STOCK COMPENSATION AND OTHER BENEFIT PLANS

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

In fiscal 2017, the Company awarded 152,100 shares of Common Stock and 96,225 shares of Class A Common Stock to participants in the Plan. The grant date fair value of restricted stock grants awarded to participants in 2017 was approximately $5.2 million. As of October 31, 2017, there was $13.6 million of unamortized restricted stock compensation related to non-vested restricted stock grants awarded under the Plan. The remaining unamortized expense is expected to be recognized over a weighted average period of 4.7 years. For the years ended October 31, 2017, 2016 and 2015, amounts charged to compensation expense totaled $4,156,000, $4,426,000 and $4,121,000, respectively.

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

   
Common Shares
    
Class A Common Shares
  
   
Shares
    
Weighted-Average
Grant Date Fair Value
    
Shares
    
Weighted-Average
Grant Date Fair Value
  
Non-vested at October 31, 2016
    
1,258,000
    
$
16.77
      
384,600
    
$
19.40
  
Granted
    
152,100
    
$
19.28
      
96,225
    
$
24.07
  
Vested
    
(135,950
)
  
$
17.21
      
(62,150
)
  
$
19.81
  
Forfeited
    
-
    
$
-
      
(6,400
)
  
$
21.54
  
Non-vested at October 31, 2017
    
1,274,150
    
$
17.02
      
412,275
    
$
20.60
  

Profit Sharing and Savings Plan
The Company has a profit sharing and savings plan (the "401K Plan"), which permits eligible employees to defer a portion of their compensation in accordance with the Internal Revenue Code. Under the 401K Plan, the Company made contributions on behalf of eligible employees. The Company made contributions to the 401K Plan of approximately $208,000, $187,000 and $150,000 in each of the three years ended October 31, 2017, 2016 and 2015, respectively. The Company also has an Excess Benefit and Deferred Compensation Plan that allows eligible employees to defer benefits in excess of amounts provided under the Company's 401K Plan and a portion of the employee's current compensation.

47
(10) FAIR VALUE MEASUREMENTS

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

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

•
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 or unobservable inputs considering the assumptions that market participants would make in pricing the obligations. The inputs used include an estimate of the fair value of the cash flow generated by the limited partnership or limited liability company in which the investor owns the joint venture units capitalized at prevailing market rates for properties with similar characteristics or located in similar areas.

The fair values of interest rate swaps are determined using widely accepted valuation techniques, including discounted cash flow analysis, on the expected cash flows of each derivative. The analysis reflects the contractual terms of the swaps, including the period to maturity, and uses observable market-based inputs, including interest rate curves ("significant other observable inputs.") The fair value calculation also includes an amount for risk of non-performance using "significant unobservable inputs" such as estimates of current credit spreads to evaluate the likelihood of default. The Company has concluded, as of October 31, 2017 and 2016, that the fair value associated with the "significant unobservable inputs" relating to the Company's risk of non-performance was insignificant to the overall fair value of the interest rate swap agreements and, as a result, the Company has determined that the relevant inputs for purposes of calculating the fair value of the interest rate swap agreements, in their entirety, were based upon "significant other observable inputs".

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

Fiscal Year Ended October 31, 2017
  
Total
    
Quoted Prices in Active
Markets for Identical Assets
(Level 1)
    
Significant Other
Observable Inputs
(Level 2)
    
Significant
Unobservable Inputs
(Level 3)
  
Assets:
                        
Interest Rate Swap Agreements
  
$
3,316
    
$
-
    
$
3,316
    
$
-
  
                                 
Liabilities:
                                
Interest Rate Swap Agreements
  
$
574
    
$
-
    
$
574
    
$
-
  
                                 
Redeemable noncontrolling interests
  
$
81,361
    
$
23,709
    
$
53,788
    
$
3,864
  
                                 
Fiscal Year Ended October 31, 2016
                                
Assets:
                                
Interest Rate Swap Agreements
  
$
423
    
$
-
    
$
423
    
$
-
  
                                 
Liabilities:
                                
Interest Rate Swap Agreements
  
$
1,726
    
$
-
    
$
1,726
    
$
-
  
                                 
Redeemable noncontrolling interests
  
$
18,253
    
$
14,407
    
$
-
    
$
3,846
  

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

Fair Value of Financial Instruments

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

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

Although management is not aware of any factors that would significantly affect the estimated fair value amounts from October 31, 2016, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

48
(11) COMMITMENTS AND CONTINGENCIES

In the normal course of business, from time to time, the Company is involved in legal actions relating to the ownership and operations of its properties.  In management's opinion, the liabilities, if any, that may ultimately result from such legal actions are not expected to have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company.

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

49
(12) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The unaudited quarterly results of operations for the years ended October 31, 2017 and 2016 are as follows (in thousands, except per share data):

   
Year Ended October 31, 2017
    
Year Ended October 31, 2016
  
   
Quarter Ended
    
Quarter Ended
  
   
Jan 31
    
Apr 30
    
Jul 31
    
Oct 31
    
Jan 31
    
Apr 30
    
Jul 31
    
Oct 31
  
                                                 
Revenues
  
$
29,202
    
$
30,024
    
$
32,020
    
$
32,313
    
$
27,451
    
$
29,166
    
$
28,276
    
$
31,899
  
                                                                 
Income from Continuing Operations
  
$
7,204
    
$
27,919
    
$
10,613
    
$
9,696
    
$
6,672
    
$
8,556
    
$
8,827
    
$
10,550
  
                                                                 
Net Income Attributable to Urstadt Biddle Properties Inc.
  
$
6,982
    
$
27,672
    
$
9,631
    
$
8,648
    
$
6,447
    
$
8,339
    
$
8,610
    
$
10,320
  
                                                                 
Preferred Stock Dividends
    
(3,570
)
    
(3,571
)
    
(3,570
)
    
(4,249
)
    
(3,570
)
    
(3,570
)
    
(3,570
)
    
(3,570
)
Redemption of Preferred Stock
    
-
      
-
      
-
      
(4,075
)
    
-
      
-
      
-
      
-
  
                                                                 
Net Income Applicable to Common and Class A Common Stockholders
  
$
3,412
    
$
24,101
    
$
6,061
    
$
324
    
$
2,877
    
$
4,769
    
$
5,040
    
$
6,750
  
                                                                 
Per Share Data:
                                                                
Basic:
                                                                
Class A Common Stock
  
$
0.09
    
$
0.66
    
$
0.16
    
$
0.01
    
$
0.09
    
$
0.14
    
$
0.15
    
$
0.18
  
Common Stock
  
$
0.08
    
$
0.58
    
$
0.15
    
$
0.01
    
$
0.08
    
$
0.13
    
$
0.13
    
$
0.16
  
                                                                 
Diluted:
                                                                
Class A Common Stock
  
$
0.09
    
$
0.64
    
$
0.16
    
$
0.01
    
$
0.08
    
$
0.14
    
$
0.15
    
$
0.18
  
Common Stock
  
$
0.08
    
$
0.57
    
$
0.14
    
$
0.01
    
$
0.08
    
$
0.12
    
$
0.13
    
$
0.16
  

Amounts may not equal full year results due to rounding.

Certain prior period amounts are reclassified to correspond to current period presentation.

50
(13) SUBSEQUENT EVENTS

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

51
Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying consolidated balance sheets of Urstadt Biddle Properties Inc. (the "Company") as of October 31, 2017 and 2016 and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended October 31, 2017.  Our audits also included the financial statement schedules listed in the Index at Item 15(a).  These consolidated financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Urstadt Biddle Properties Inc. at October 31, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the three years in the period ended October 31, 2017, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of October 31, 2017 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January 11, 2018 expressed an unqualified opinion thereon.


New York, New York
January 11, 2018
/s/ PKF O'Connor Davies, LLP

52
URSTADT BIDDLE PROPERTIES INC.
October 31, 2017
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
(In thousands)

COL. A
  
COL. B
    
COL. C
    
COL. D
    
COL. E
    
COL. F
    
COL. G/H
    
COL. I
  
         
Initial Cost to Company
    
Cost Capitalized Subsequent to Acquisition
    
Amount at which Carried at Close of Period
              
Description and Location
  
Encumbrances
    
Land
    
Building &
Improvements
    
Land
    
Building &
Improvements
    
Land
    
Building &
Improvements
    
Totals
    
Accumulated
Depreciation (b)
    
Date Constructed/
Acquired
    
Life on which
depreciation for
building and
improvements
in latest income
statement is
computed (c)
  
Real Estate Subject to Operating Leases (a):
                                                                  
Office Buildings:
                                                                  
Greenwich, CT
  
$
-
    
$
708
    
$
1,641
    
$
-
    
$
348
    
$
708
    
$
1,989
    
$
2,697
    
$
838
      
2001
      
31.5
  
Greenwich, CT
    
-
      
488
      
1,139
      
-
      
591
      
488
      
1,730
      
2,218
      
586
      
2000
      
31.5
  
Greenwich, CT
    
-
      
570
      
2,359
      
-
      
762
      
570
      
3,121
      
3,691
      
1,515
      
1998
      
31.5
  
Greenwich, CT
    
-
      
199
      
795
      
-
      
545
      
199
      
1,340
      
1,539
      
595
      
1993
      
31.5
  
Greenwich, CT
    
-
      
111
      
444
      
-
      
310
      
111
      
754
      
865
      
335
      
1994
      
31.5
  
Bernardsville, NJ
    
-
      
721
      
2,880
      
(25
)
    
(27
)
    
696
      
2,853
      
3,549
      
377
      
2012
      
39
  
     
-
      
2,797
      
9,258
      
(25
)
    
2,529
      
2,772
      
11,787
      
14,559
      
4,246
                  
Retail Properties:
                                                                                        
Bronxville, NY
    
-
      
60
      
239
      
95
      
776
      
155
      
1,015
      
1,170
      
214
      
2009
      
39
  
Yonkers, NY
    
-
      
30
      
121
      
183
      
734
      
213
      
855
      
1,068
      
176
      
2009
      
39
  
Yonkers, NY
    
-
      
30
      
121
      
85
      
341
      
115
      
462
      
577
      
95
      
2009
      
39
  
New Milford, CT
    
-
      
2,114
      
8,456
      
71
      
551
      
2,185
      
9,007
      
11,192
      
2,173
      
2008
      
39
  
New Milford, CT
    
42
      
4,492
      
17,967
      
166
      
3,047
      
4,658
      
21,014
      
25,672
      
3,840
      
2010
      
39
  
Newark, NJ
    
10,433
      
5,252
      
21,023
      
-
      
1,558
      
5,252
      
22,581
      
27,833
      
5,631
      
2008
      
39
  
Waldwick, NJ
    
-
      
1,266
      
5,064
      
-
      
-
      
1,266
      
5,064
      
6,330
      
1,288
      
2007
      
39
  
Emerson NJ
    
472
      
3,633
      
14,531
      
-
      
1,640
      
3,633
      
16,171
      
19,804
      
4,522
      
2007
      
39
  
Monroe, CT
    
-
      
765
      
3,060
      
-
      
135
      
765
      
3,195
      
3,960
      
877
      
2007
      
39
  
Pelham, NY
    
-
      
1,694
      
6,843
      
-
      
149
      
1,694
      
6,992
      
8,686
      
2,030
      
2006
      
39
  
Stratford, CT
    
25,689
      
10,173
      
40,794
      
(94
)
    
11,657
      
10,079
      
52,451
      
62,530
      
17,941
      
2005
      
39
  
Yorktown Heights, NY
    
-
      
5,786
      
23,221
      
-
      
12,202
      
5,786
      
35,423
      
41,209
      
8,504
      
2005
      
39
  
Rye, NY
    
-
      
909
      
3,637
      
-
      
381
      
909
      
4,018
      
4,927
      
1,380
      
2004
      
39
  
Rye, NY
    
1,331
      
483
      
1,930
      
-
      
71
      
483
      
2,001
      
2,484
      
671
      
2004
      
39
  
Rye, NY
    
600
      
239
      
958
      
-
      
87
      
239
      
1,045
      
1,284
      
406
      
2004
      
39
  
Rye, NY
    
1,367
      
695
      
2,782
      
-
      
20
      
695
      
2,802
      
3,497
      
968
      
2004
      
39
  
Somers, NY
    
-
      
4,318
      
17,268
      
-
      
257
      
4,318
      
17,525
      
21,843
      
6,394
      
2003
      
39
  
Westport, CT
    
11
      
2,076
      
8,305
      
-
      
364
      
2,076
      
8,669
      
10,745
      
3,310
      
2003
      
39
  
Orange, CT
    
-
      
2,320
      
10,564
      
-
      
1,027
      
2,320
      
11,591
      
13,911
      
4,550
      
2003
      
39
  
Stamford, CT
    
49,390
      
17,964
      
71,859
      
-
      
7,530
      
17,964
      
79,389
      
97,353
      
32,868
      
2002
      
39
  
Danbury, CT
    
-
      
2,459
      
4,566
      
-
      
1,905
      
2,459
      
6,471
      
8,930
      
2,967
      
2002
      
39
  
Briarcliff, NY
    
-
      
2,222
      
5,185
      
1,234
      
8,448
      
3,456
      
13,633
      
17,089
      
2,887
      
2001
      
40
  
Somers, NY
    
-
      
1,833
      
7,383
      
-
      
1,340
      
1,833
      
8,723
      
10,556
      
4,743
      
1999
      
31.5
  
Briarcliff, NY
    
-
      
380
      
1,531
      
-
      
131
      
380
      
1,662
      
2,042
      
797
      
1999
      
40
  
Briarcliff, NY
    
15,229
      
2,300
      
9,708
      
2
      
3,175
      
2,302
      
12,883
      
15,185
      
6,023
      
1998
      
40
  
Ridgefield, CT
    
-
      
900
      
3,793
      
291
      
2,903
      
1,191
      
6,696
      
7,887
      
2,179
      
1998
      
40
  
Darien, CT
    
15,583
      
4,260
      
17,192
      
-
      
926
      
4,260
      
18,118
      
22,378
      
8,858
      
1998
      
40
  
Eastchester, NY
    
-
      
1,500
      
6,128
      
-
      
2,608
      
1,500
      
8,736
      
10,236
      
3,941
      
1997
      
31
  
Danbury, CT
    
26
      
3,850
      
15,811
      
-
      
4,636
      
3,850
      
20,447
      
24,297
      
12,205
      
1995
      
31.5
  
Carmel, NY
    
-
      
1,488
      
5,973
      
-
      
977
      
1,488
      
6,950
      
8,438
      
4,000
      
1995
      
31.5
  
Somers, NY
    
-
      
821
      
2,600
      
-
      
606
      
821
      
3,206
      
4,027
      
1,685
      
1992
      
31.5
  
Wayne, NJ
    
81
      
2,492
      
9,966
      
-
      
2,226
      
2,492
      
12,192
      
14,684
      
6,889
      
1992
      
31
  
Newington, NH
    
-
      
728
      
1,997
      
-
      
1,039
      
728
      
3,036
      
3,764
      
2,360
      
1979
      
40
  
Katonah, NY
    
-
      
1,704
      
6,816
      
-
      
122
      
1,704
      
6,938
      
8,642
      
1,398
      
2010
      
39
  
Fairfield, CT
    
-
      
3,393
      
13,574
      
153
      
1,234
      
3,546
      
14,808
      
18,354
      
2,241
      
2011
      
39
  
New Milford, CT
    
-
      
2,168
      
8,672
      
-
      
49
      
2,168
      
8,721
      
10,889
      
1,468
      
2011
      
39
  
Eastchester, NY
    
-
      
1,800
      
7,200
      
78
      
477
      
1,878
      
7,677
      
9,555
      
1,161
      
2012
      
39
  
Orangetown, NY
    
6,019
      
3,200
      
12,800
      
30
      
6,465
      
3,230
      
19,265
      
22,495
      
2,194
      
2012
      
39
  
Greenwich, CT
    
4,726
      
1,600
      
6,401
      
28
      
631
      
1,628
      
7,032
      
8,660
      
847
      
2013
      
39
  
Various
    
-
      
1,134
      
4,928
      
80
      
(60
)
    
1,214
      
4,868
      
6,082
      
584
      
2013
      
39
  
Greenwich, CT
    
5,894
      
1,998
      
7,994
      
53
      
283
      
2,051
      
8,277
      
10,328
      
938
      
2013
      
39
  
New Providence, NJ
    
18,953
      
6,970
      
27,880
      
463
      
3,049
      
7,433
      
30,929
      
38,362
      
3,810
      
2013
      
39
  
Chester, NJ
    
-
      
570
      
2,280
      
(34
)
    
(73
)
    
536
      
2,207
      
2,743
      
283
      
2012
      
39
  
Bethel, CT
    
-
      
1,800
      
7,200
      
(18
)
    
(49
)
    
1,782
      
7,151
      
8,933
      
702
      
2014
      
39
  
Bloomfield, NJ
    
-
      
2,201
      
8,804
      
218
      
1,776
      
2,419
      
10,580
      
12,999
      
963
      
2014
      
39
  
Boonton, NJ
    
7,271
      
3,670
      
14,680
      
14
      
184
      
3,684
      
14,864
      
18,548
      
1,451
      
2014
      
39
  
Yonkers, NY
    
5,000
      
3,060
      
12,240
      
333
      
1,331
      
3,393
      
13,571
      
16,964
      
1,054
      
2014
      
39
  
Greenwich, CT
    
7,884
      
3,223
      
12,893
      
6
      
132
      
3,229
      
13,025
      
16,254
      
1,033
      
2014
      
40
  
Greenwich, CT
    
15,305
      
6,257
      
25,029
      
27
      
533
      
6,284
      
25,562
      
31,846
      
2,066
      
2014
      
40
  
Midland Park, NJ
    
20,681
      
8,740
      
34,960
      
(44
)
    
97
      
8,696
      
35,057
      
43,753
      
2,639
      
2015
      
39
  
Pompton Lakes, NJ
    
19,535
      
8,140
      
32,560
      
33
      
359
      
8,173
      
32,919
      
41,092
      
2,472
      
2015
      
39
  
Wyckoff, NJ
    
8,210
      
3,490
      
13,960
      
17
      
132
      
3,507
      
14,092
      
17,599
      
1,052
      
2015
      
39
  
Kinnelon, NJ
    
10,927
      
4,540
      
18,160
      
(28
)
    
3,892
      
4,512
      
22,052
      
26,564
      
1,926
      
2015
      
39
  
Fort Lee, NJ
    
-
      
798
      
3,192
      
(14
)
    
(55
)
    
784
      
3,137
      
3,921
      
195
      
2015
      
39
  
Harrison, NY
    
-
      
2,000
      
8,000
      
(10
)
    
843
      
1,990
      
8,843
      
10,833
      
449
      
2015
      
39
  
Stamford, CT
    
22,083
      
12,686
      
32,620
      
-
      
171
      
12,686
      
32,791
      
45,477
      
1,118
      
2016
      
39
  
Stamford, CT
    
-
      
3,691
      
9,491
      
-
      
86
      
3,691
      
9,577
      
13,268
      
261
      
2016
      
39
  
Derby, CT
    
-
      
651
      
7,652
      
-
      
15
      
651
      
7,667
      
8,318
      
163
      
2017
      
39
  
Passaic, NJ
    
3,511
      
2,039
      
5,616
      
-
      
-
      
2,039
      
5,616
      
7,655
      
84
      
2017
      
39
  
Stamford, CT
    
9,644
      
17,178
      
43,677
      
-
      
118
      
17,178
      
43,795
      
60,973
      
655
      
2017
      
39
  
Stamford, CT
    
-
      
2,376
      
1,458
      
-
      
-
      
2,376
      
1,458
      
3,834
      
22
      
2017
      
39
  
Stamford, CT
    
1,213
      
2,295
      
2,700
      
-
      
-
      
2,295
      
2,700
      
4,995
      
40
      
2017
      
39
  
Waldwick, NJ
    
-
      
2,761
      
5,571
      
-
      
-
      
2,761
      
5,571
      
8,332
      
35
      
2017
      
39
  
Dumont, NJ
    
9,961
      
6,646
      
15,341
      
-
      
-
      
6,646
      
15,341
      
21,987
      
98
      
2017
      
39
  
                                                                                         
     
297,071
      
212,311
      
764,925
      
3,418
      
95,189
      
215,729
      
860,114
      
1,075,843
      
190,774
                  
                                                                                         
Total
  
$
297,071
    
$
215,108
    
$
774,183
    
$
3,393
    
$
97,718
    
$
218,501
    
$
871,901
    
$
1,090,402
    
$
195,020
                  

53
URSTADT BIDDLE PROPERTIES INC.
October 31, 2017
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
(In thousands)

   
Year Ended October 31,
  
NOTES:
  
2017
    
2016
    
2015
  
(a) RECONCILIATION OF REAL ESTATE-OWNED SUBJECT TO OPERATING LEASES
                  
Balance at beginning of year
  
$
1,016,838
    
$
941,690
    
$
830,304
  
Property improvements during the year
    
9,326
      
18,666
      
12,891
  
Properties acquired during the year
    
119,403
      
58,737
      
138,720
  
Properties sold during the year
    
(52,122
)
    
-
      
(38,364
)
Property assets fully depreciated and written off
    
(3,043
)
    
(2,255
)
    
(1,861
)
Balance at end of year (e)
  
$
1,090,402
    
$
1,016,838
    
$
941,690
  
                         
                         
(b) RECONCILIATION OF ACCUMULATED DEPRECIATION
                        
Balance at beginning of year
  
$
186,098
    
$
165,660
    
$
161,187
  
Provision during the year charged to income (d)
    
25,058
      
22,693
      
22,096
  
Property sold during the year
    
(13,093
)
    
-
      
(15,762
)
Property assets fully depreciated and written off
    
(3,043
)
    
(2,255
)
    
(1,861
)
Balance at end of year
  
$
195,020
    
$
186,098
    
$
165,660
  

(c)
Tenant improvement costs are depreciated over the life of the related leases, which range from 5 to 20 years.
(d)
The depreciation provision represents the expense calculated on real property only.
(e)
The aggregate cost for Federal Income Tax purposes for real estate subject to operating leases was approximately $818 million at October 31, 2017.

54
URSTADT BIDDLE PROPERTIES INC.
OCTOBER 31, 2017
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
(In thousands)

FIRST MORTGAGE LOANS ON BUSINESS PROPERTIES (c) and (d):

COL. A
COL. B
  
COL. C
COL. D
COL. E
  
COL. F
  
Description
Interest Rate
  
Final Maturity Date
Periodic Payment Terms
Remaining
Face Amount of
Mortgages (b)
  
Carrying
Amount of
Mortgages (a)
  
Coupon
  
Effective
  
Retail Property:
                    
Rockland County, NY
    
3.779
%
    
3.779
%
October 10, 2017
Interest Only - Monthly
  
$
-
    
$
-
  
TOTAL MORTGAGE LOANS ON REAL ESTATE
 
$
-
    
$
-
  

Interest is one month LIBOR plus 3.25% per annum.

Loan was repaid in October 2017.

NOTES TO SCHEDULE IV

(a)
Reconciliation of Mortgage Loans on Real Estate

   
Year Ended October 31,
  
   
2017
    
2016
    
2015
  
Balance at beginning of period:
  
$
13,500
    
$
-
    
$
-
  
Additions during period:
                        
New mortgage loans
    
-
      
13,500
      
-
  
Deductions during the current period:
                        
Collections of principal and amortization of discounts
    
(13,500
)
    
-
      
-
  
Balance at end of period:
  
$
-
    
$
13,500
    
$
-
  

(b)
The aggregate cost basis for Federal income tax purposes is equal to the face amount of the mortgages
(c)
At October 31, 2017, no mortgage loans were delinquent in payment of currently due principal or interest.
(d)
There are no prior liens for any of the mortgage loans on real estate.

55
Exhibit Index

3.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   
3.2
 
 
4.1
Common Stock:  See Exhibits 3.1 (a)-(m) hereto.
 
 
4.2
 
 
4.3
Series F Preferred Shares:  See Exhibits 3.1 (a)-(m) hereto.
 
 
4.4
Series G Preferred Shares:  See Exhibits 3.1 (a)-(m) hereto.
   
4.5
Series H Preferred Shares:  See Exhibits 3.1 (a)-(m) hereto.
 
 
10.1
 
 
10.2
Form of Restricted Stock Award Agreement with Restricted Stock Plan Participants (Non-Director Employees).*#
 
 
10.3
Form of Restricted Stock Award Agreement with Restricted Stock Plan Participants (Employee Director).*#
 
 
10.4
Forms of Restricted Stock Award Agreements with Restricted Stock Plan Participants (Non-Employee Director).*#
 
 
10.5
Forms of Restricted Stock Award Agreements with Restricted Stock Plan Participants (Chairman).*#
   
10.6
 
 
10.7
 
 
10.8
 
 
10.9
 
 
10.10
 
 
10.11
 
 
10.12
 
 
10.13
   
12
Calculation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.*
 
 
21
List of the Company's subsidiaries.*
 
 
23
Consent of PKF O'Connor Davies, LLP.*
 
 
31.1
Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by Willing L. Biddle.*
 
 
31.2
Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, signed and dated by John T. Hayes.*
 
 
32
Certification pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Willing L. Biddle and John T. Hayes.**
 
 
101
The following materials from Urstadt Biddle Properties Inc. Annual Report on Form 10-K for the year ended October 31, 2017, 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 Statements of Stockholders' Equity and (6) Notes to Consolidated Financial Statements detail tagged.*

#
Management contract, compensation Plan arrangement.
*
Filed herewith.
**
Furnished herewith.

56
Signatures


Pursuant to the requirements of Section 13 or 15(d) 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)
  
     
Dated: January 12, 2018
/s/ Willing L. Biddle
  
 
Willing L. Biddle
  
 
President and Chief Executive Officer
  
     
Dated: January 12, 2018
/s/ John T. Hayes
  
 
John T. Hayes
  
 
Senior Vice President and Chief Financial Officer
  
 
(Principal Financial Officer and Principal Accounting Officer)
  

57
Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the date indicated have signed this Report below.

/s/ Charles J. Urstadt
January 12, 2018
  
Charles J. Urstadt
    
Chairman and Director
    
     
/s/ Willing L. Biddle
January 12, 2018
  
Willing L. Biddle
    
President, Chief Executive Officer and Director
    
(Principal Executive Officer)
    
     
/s/ John T. Hayes
January 12, 2018
  
John T. Hayes
    
Senior Vice President & Chief Financial Officer
    
(Principal Financial Officer and Principal Accounting Officer)
    
     
/s/ Kevin J. Bannon
January 12, 2018
  
Kevin J. Bannon
    
Director
    
     
/s/ Catherine U. Biddle
January 12, 2018
  
Catherine U. Biddle
    
Director
    
     
/s/ Richard Grellier
January 12, 2018
  
Richard Grellier
    
Director
    
     
/s/ George H.C. Lawrence
January 12, 2018
  
George H. C. Lawrence
    
Director
    
     
/s/ Robert J. Mueller
January 12, 2018
  
Robert J. Mueller
    
Director
    
     
/s/ Charles D. Urstadt
January 12, 2018
  
Charles D. Urstadt
    
Director
    
     
/s/ Bryan O. Colley
January 12, 2018
  
Bryan O. Colley
    
Director
    
     
/s/ Noble Carpenter
January 12, 2018
  
Noble Carpenter
    
Director
    

58